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                                                                     Exhibit 3.1

                                  [Translation]

                        MACRONIX INTERNATIONAL CO., LTD.

                            ARTICLES OF INCORPORATION

                                                                   June 27, 2003
                                                          Revised by the regular
                                                        shareholders' meeting of
                                                                            2003

                        CHAPTER1:     GENERAL PROVISIONS

Article 1:        The Company is incorporated under those provisions of the
                  Company Law relating to companies limited by shares, and is
                  named as "Macronix International Co. Ltd.".

Article 2:        The businesses engaged in by this Company shall be as follows:

                  I.       The research & development, design, manufacture,
                           testing, sale and consultation of the following
                           products:

                           Parts and modules for integrated circuit and
                           semi-conductors, and system application products
                           (including integrated circuit cards (boxes) and
                           circuit modules, etc.)

                           (1)      IC products for telecommunication systems;

                           (2)      IC products for personal computers and
                                    peripheral devices;

                           (3)      Products for consumable electronic systems;

                           (4)      Multi-media computer products;

                           (5)      Automatic electro-mechanical integrated
                                    products.

                  II.      Light and electric components, parts and modules.

                  III.     Design of software and process of computer data.

                  IV.      To engage in the import and export trading business
                           related to this Company's businesses.

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Article 3:        Upon consent of the board of directors, the Company may
                  provide guarantees for third parties in accordance with its
                  Operational Measures Governing Guarantees and Endorsements
                  which shall be separately enacted.

Article 4:        The Company's principal executive offices shall be located in
                  the Science-Based Industrial Park in Hsinchu, Taiwan, R.O.C.
                  The Company may, upon approval of the board of directors and
                  competent authority, establish branch offices in Taiwan or
                  abroad.

Article 5:        The total amount of investment made by this Company shall be
                  exempted from the restriction provided in Article 13 of the
                  Company Law.

Article 6:        The amount of capital stock of this Company is NT$Sixty-five
                  Billion and Five Hundred Million, divided into 6.55 billion
                  shares at par value of NT$10. The board of directors, whenever
                  it deems necessary, is authorized to issue shares in
                  installments.

                  Out of the aforesaid capital stocks 650 million shares is
                  reserved for employee stock option, within which the board of
                  directors, whenever it deems necessary, is authorized to issue
                  in installments.

                        CHAPTER 2:    CAPITAL STOCKS

Article 7:        The share certificate of this Company shall be issued in
                  registered form and signed by or affixed with the seal of at
                  least three directors and numbered accordingly. The shares
                  won't be effective until the authentication of the competent
                  authority or the agencies of issuance and registration under
                  their approval.

                  When issuing new shares, this Company may print collaborately
                  the total amount of the issuance, but may be exempted from
                  printing the share certificates, including the issuance of
                  security other than shares.

Article 8:        The handling of stock affairs of this Company shall be in
                  accordance to the "Guidelines for Handling of Stock Affairs by
                  Public Companies" and other relevant laws and regulations.

Article 9:        For any new shares to be issued by the Company, except those
                  set aside to be issued for purchase by employees and others
                  pursuant to relevant laws and regulations, the shareholders
                  shall have the preemptive right to subscribe to the new shares
                  in proportion to their shareholdings.

                        CHAPTER 3:    SHAREHOLDERS' MEETINGS

Article 10:       Shareholders' meetings shall be convened as follows:

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                  1.       General shareholders' meetings shall be convened by
                           the board of directors within six (6) months
                           following the end of each fiscal year except as
                           otherwise approved by the competent authority for
                           good cause shown.

                  2.       Special shareholders' meetings may be convened
                           according to the laws whenever it is necessary.

Article 11:       The chairman of the board shall preside at shareholders'
                  meetings if the shareholders' meeting is convened by the board
                  of directors. When the chairman of the board is unable to
                  preside at a meeting, a managing director designated by the
                  chairman of the board shall preside at such meeting as proxy.
                  In the absence of such a designation, the managing directors
                  shall elect one from among themselves as proxy. In case the
                  managing directors are absent, the directors present shall
                  elect one from among themselves as proxy. If the shareholders'
                  meeting is convened by others with legitimate right, the one
                  who convenes it shall preside at the meeting. When more than
                  one conveners are present, they shall elect one from among
                  themselves to preside.

Article 12:       Notice shall be provided to each shareholder at least thirty
                  (30) days prior to a general shareholders' meeting. Notice
                  shall be provided to each shareholder at least ten (10) days
                  prior to an extraordinary shareholders' meeting. The notice
                  shall state the date and venue of the meeting and the purpose
                  or purposes for which the meeting is called.

Article 13:       Except as otherwise provided by the laws and regulations,
                  shareholders of the Company are entitled to one vote for each
                  capital stock.

Article 14:       Except as otherwise provided by the laws and regulations, a
                  resolution may be adopted by the shareholders or proxy of a
                  simple majority of the votes of the issued and outstanding
                  capital stocks represented at a shareholders' meeting at which
                  the shareholders of a majority of issued and outstanding
                  capital are present or by proxy.

Article 15:       When a shareholder of the Company is unable to attend a
                  shareholders' meeting for any reason, the shareholder may
                  appoint a representative to attend such shareholders' meeting
                  by presenting a written proxy form, which shall specify the
                  scope of proxy. Where one person is acting as proxy for more
                  than two shareholders, unless such person is engaged in the
                  trust business or other proxy institutions of stock affairs
                  approved by the competent authority, the votes exercised by
                  such person shall not exceed three percent of all the issued
                  and outstanding capital stocks, and the portion in excess
                  thereof shall not be counted.

Article 16:       The resolution adopted at the shareholders' meeting shall,
                  pursuant to the laws, be recorded in the minutes of the
                  meetings which shall be signed or

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                  sealed by the chairman of the board and kept forever at the
                  Company during its existence. The roster of attendance and the
                  written proxy forms shall be kept for at least a year;
                  provided, however, that shareholder file a litigation in
                  accordance with Article 189 of the Company Law, the minutes
                  shall be kept till the end of such litigation.

               CHAPTER 4:      DIRECTORS, SUPERVISORS AND MANAGERS

Article 17:       The Company shall have nine to fifteen directors and three to
                  four supervisors, to be elected by the shareholders' meeting.
                  The term of office for directors and supervisors shall be
                  three years and they are eligible for reelection. The board of
                  directors shall be authorized to determine the remuneration of
                  the chairman, directors and supervisors according to the
                  extent of their participation in this Company's operation and
                  the value of their contribution as well as the standard of the
                  same foreign or domestic businesses.

Article 18:       A legal entity which is a shareholder of this Company may
                  designate a representative to be elected a director or
                  supervisor, and may replace its nominees at all times with
                  other nominees for the remainder of the term.

Article 19:       The directors shall elect three to five managing directors
                  from among themselves. The chairman shall be elected by and
                  from among such managing directors, and shall have the
                  authority to represent the company in dealing with third
                  parties.

Article 20:       The directors' meeting shall be convened by the chairman of
                  the board. The initial directors' meeting of each term shall
                  be convened by the director who receives the number of ballots
                  representing the largest number of votes. If a director is
                  unable to attend a directors' meeting, the director may
                  appoint another director to attend the meeting as proxy;
                  provided, however, that the proxy shall accept the appointment
                  of one director only. A director who lives abroad may appoint
                  in written form another shareholder domiciled within the
                  territory of R.O.C. to attend regularly by proxy any
                  directors' meeting. Such appointment of proxy shall be
                  registered with the competent authority.

                  If the directors' meeting is conducted in a manner of digital
                  videoconference, the directors who participate in such
                  conference via digital video shall be deemed be present in
                  person.

                  The notice of directors' meeting shall specify the purposes
                  for which the meeting is convened and the agenda. Notice shall
                  be provided to the directors and supervisors at least seven
                  (7) days prior to a directors' meeting, provided, however,
                  that a special directors' meeting and a managing directors'
                  meeting may be convened without any notice in written form as
                  deemed necessary.

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Article 21:       When the directors' meeting is not in session, the managing
                  directors shall always convene meetings from time to time to
                  exercise the powers and authorities of the board of directors
                  in accordance with laws and regulations, articles of
                  incorporation, and resolutions adopted at any meeting of
                  shareholders and directors. Such meetings shall be convened
                  from time to time by the chairman. The resolutions shall be
                  adopted at such meeting attended by a majority of the managing
                  directors and at which meeting a majority of those present
                  vote in favor of such a resolution.

Article 22:       The chairman of the board shall preside at directors' or
                  managing directors' meeting. The chairman of the board shall
                  appoint a managing director as proxy to preside at such
                  meetings when the chairman of the board is unable to preside.
                  In the absence of such appointment, the managing directors or
                  directors shall elect one from amongst themselves.

Article 23:       When passing upon any resolution, each director shall have one
                  vote. Unless the laws, regulations or articles of
                  incorporation specifically provide otherwise, a directors'
                  meeting at which a resolution is adopted shall be attended by
                  a majority of the directors and a majority of those present
                  votes in favor of such a resolution. Minutes of directors'
                  meetings shall be prepared to record the businesses transacted
                  at a directors' meeting.

Article 24:       The board of directors shall have the following powers and
                  authorities:

                  1.       Evaluation and approval of management policy and
                           long-term and short-term development plans.

                  2.       Evaluation and approval of annual business plans and
                           supervision of their implementation.

                  3.       Evaluation and approval of budgets and year-end
                           accounting statements.

                  4.       Review of proposals for capital increases and
                           decreases.

                  5.       Review of proposals for distributions of profits and
                           allocation of losses.

                  6.       Review of proposals for material contracts.

                  7.       Review of proposals for the purchase or disposal of
                           material assets.

                  8.       Approval of distributions of technical shares.

                  9.       Review of proposals for revision of the articles of
                           incorporation.

                  10.      Approval of the Company by-laws and material business
                           policies.

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                  11.      Review of proposals for the establishment,
                           reorganization and closing of branches.

                  12.      Audit and approval of material capital expenditures.

                  13.      Appoint and remove managers.

                  14.      Convening of shareholders' meetings and business
                           reports.

                  15.      Other powers and authorities granted by the
                           shareholders' meeting and laws and regulations.

Article 25:       The powers and authorities of the supervisors are as follows:

                  1.       Investigation of the financial and business status of
                           the Company.

                  2.       Examination of the books and documents of the
                           Company.

                  3.       Supervision of the implementation of business of the
                           Company.

                  4.       Other powers and authorities granted in accordance
                           with laws and regulations.

Article 26:       This Company shall have several managers. The appointment,
                  removal and remuneration of such managers shall be determined
                  by a resolution of a directors' meeting which is attended by a
                  majority of directors and where a majority of those present
                  votes are in favor of such a resolution.

Article 27:       The manager of this Company, within his powers and
                  authorities, shall have the authority to manage the affairs of
                  this Company and to sign on behalf of the said Company. The
                  relevant authorization measures shall be stipulated by the
                  board of directors.

                         CHAPTER 5:    ACCOUNTING

Article 28:       The fiscal year of this Company shall commence on the first
                  day of January each year and shall end on the thirty-first day
                  of December. A year-end accounting statement shall be prepared
                  at the end of each fiscal year.

Article 29:       The Company's calculation period shall be at the end of each
                  year. The board of directors shall prepare the following
                  financial statements to be submitted to the supervisors for
                  review at least thirty (30) days prior to dated fixed for the
                  regular shareholders' meeting. The reports by the supervisors
                  shall be referred to a regular shareholders' meeting for
                  acceptance, and, after being duly accepted by such meeting,
                  the reports shall be submitted to the competent authority for
                  further review.

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                  1.       Business reports.

                  2.       Financial statements.

                  3.       Proposals for distribution of profits or allocation
                           of losses.

Article 30:       If the Company has earned profits at the year-end calculation,
                  it shall first pay income taxes and duties and recover losses
                  incurred in previous years, followed by setting aside 10% as a
                  legal reserve (until the accumulated legal reserve equals the
                  Company's authorized capital stock, and then sets aside or
                  reverses a special reserve; the remaining portion of the
                  Company's net income shall be allocated in the following
                  order: 83% for shareholders' bonuses, and 15% for the
                  employees bonuses, which shall be distributed in a manner of
                  distributions of dividends and bonus to shareholders; the rest
                  2% for the remuneration of the directors and supervisors.

                  All or part of the aforementioned dividends or bonuses
                  referred to in the preceding paragraph may be reserved by the
                  resolution adopted by the shareholders' meeting as retained
                  earnings for distribution in the next years.

                  The profits of this Company may be distributed by cash or
                  stocks dividends. Nevertheless, since this Company is an
                  industry of intensive capital by nature, the distribution of
                  employees' and shareholders' bonus by stock dividends shall be
                  given priority; provided, however, that this Company may
                  distribute aforesaid profits by cash dividends within 20% of
                  the total amount of distributable profits of that year judging
                  from the financial, business and operational status.

                  The scope of the distribution of stocks and bonuses to
                  employees includes employees of subsidiary companies with
                  certain conditions, which shall be prescribed by the board of
                  directors.

Article 31:       Dividends and bonuses to shareholders shall be distributed to
                  those shareholders whose names are listed on the registrar of
                  shareholders as of the record date set for purposes of the
                  distribution.

                     SECTION 6:     SUPPLEMENTARY PROVISIONS

Article 32:       Any rules or measures related to the articles of incorporation
                  shall be stipulated separately by the board of directors.

Article 33:       Matters not provided for in this articles of incorporation
                  shall be undertaken in accordance with relevant laws and
                  regulations.

Article 34:       These articles of incorporation were enacted on August 21,
                  1989 and were revised on April 21, 1990, September 9, 1990,
                  April 27, 1991, November 9,

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                  1991, July 18, 1992, June 19, 1993, October 27, 1993, May 28,
                  1994, June 5, 1995, January 24, 1996, June 22, 1996, May 31,
                  1997, June 29, 1998, May 3, 2000, and Apr 19, 2001. The 16th
                  and the 17th revisions were undertaken on May 30, 2002. The
                  18th revision is undertaken on June 27, 2003.

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