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                                                                     EXHIBIT 3.1



                                  [Translation]


                        MACRONIX INTERNATIONAL CO., LTD.

                            ARTICLES OF INCORPORATION

                                                                   June 18, 2004
                                                          Revised by the regular
                                                   shareholders' meeting of 2004


                          CHAPTER 1: 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$Eighty Billion,
               divided into 8 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 800 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.

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                        CHAPTER 3: SHAREHOLDERS' MEETINGS

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

               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

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               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 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. The Company may buy liability insurance for
               the directors and supervisors.

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.

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               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.

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.

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               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.

               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.  Establish Audit Committee and other functional Committees
                    and approve the rules for such Committees.

               16.  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.

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                              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.

               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.

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               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, 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 was undertaken on June 27, 2003. The 19th
               revision was undertaken on June 18, 2004.

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