EXHIBIT 1.(a)

                           Articles of Incorporation

                         Chapter 1: General Provisions


Article 1
---------

         The Company is incorporated, registered and organized as a company
limited by shares and permanently existing in accordance with the Company Law
of the Republic of China (the "Company Law") and the Company's English name is
AU Optronics Corp.


Article 2
---------

         The scope of business of the Company shall be as follows:

1.   CC01080   Electronic parts and components manufacturing business
2.   F119010   Electronic material wholesale business
3.   F401030   Manufacturing and exporting business

         To research, develop, produce, manufacture and sell the following
products:

(1)   Plasma display and related systems
(2)   Liquid crystal display and related systems
(3)   Organic light emitting diodes and related systems
(4)   Amorphous silicon photo sensor device parts and components
(5)   Thin film photo diode sensor device parts and components
(6)   Thin film transistor photo sensor device parts and components
(7)   Touch imaging sensors
(8)   Full color active matrix flat panel displays
(9)   Field emission displays
(10)  Single crystal liquid crystal displays
(11)  Original equipment manufacturing for amorphous silicon thin film
      transistor process and flat panel display modules
(12)  Original design manufacturing and original equipment manufacturing
      business for flat panel display modules
(13)  The simultaneous operation of a trade business relating to the Company's
      business

         The operation of the businesses listed above shall be conducted in
accordance with the relevant laws and regulations.

Article 3
---------

         The head office of the Company shall be in the Science-Based
Industrial Park, Hsinchu, Taiwan, the Republic of China ("R.O.C.") or such
other appropriate place as may be decided by the board of directors (the
"Board"). Subject to the approval of the Board and other relevant authorities,
the Company may, if necessary, set up branches, factories, branch operation
offices or branch business offices both inside and outside of the R.O.C.

Article 4
---------

         The total amount of the Company's investment is not subject to the
restriction of Article 13 of the Company Law. The Company may provide
guarantees or endorsements on behalf of third parties due to business or
investment relationships with such third parties.

<PAGE>

                               Chapter 2: Shares


Article 5
---------

          The total capital of the Company is Fifty-Eight Billion New Taiwan
Dollars (NT$58,000,000,000), divided into Five Billion and Eight Hundred
Million (5,800,000,000) shares with a par value of Ten New Taiwan Dollars
(NT$10) each and in registered form. The Board of Directors is authorized to
issue the un-issued shares in installments.

         A total of 100,000,000 shares among the above total capital should be
reserved for issuance of employee stock options, which may be issued in
installments.


Article 6
---------

         The share certificates of the Company shall be all in registered form.
The share certificates, after due registration with the competent authority,
shall be signed or sealed by at least three directors and shall be legally
authenticated prior to issue.

         Where it is necessary for the Company to deliver its share
certificates to the Taiwan Securities Central Depositary Co., Ltd. ("TSCD") for
custody of such share certificates, the Company may, upon request of the TSCD,
combine its share certificates into larger denominations.

         The Company may, pursuant to the applicable laws and regulations,
deliver shares or other securities through the book-entry system maintained by
the TSCD, instead of physical certificates evidencing shares or other
securities.

Article 7
---------

         The Company may charge its net cost for handling, replacing or
exchanging share certificates if the original share certificates were
transferred, lost or destroyed.


                       Chapter 3: Shareholders' Meetings


Article 8
---------

         Shareholders' meetings shall be of two types, ordinary meetings and
extraordinary meetings. Ordinary meetings shall be convened annually by the
Board within six months of the end of each fiscal year. Extraordinary meetings
shall be convened in accordance with the relevant laws, whenever necessary.


Article 9
---------

         Unless otherwise provided in the Company Law, a resolution shall be
adopted at a meeting attended by the shareholders holding and representing a
majority of the total issued and outstanding shares and at which meeting a
majority of the attending shareholders shall vote in favor of the resolution.
In case a shareholder is unable to attend a shareholders' meeting, such
shareholder may issue a proxy in the form issued by the Company, setting forth
the scope of authorization by signing and affixing such shareholder's seal on
the proxy form for the representative to be present on such shareholder's
behalf. Except for trust enterprises or other stock transfer agencies approved
by the securities authorities, if a person is designated as proxy by more than
two shareholders, any of his voting rights representing in excess of 3% of the
total issued and outstanding shares shall not be considered. The Company shall
receive the proxy instrument five days prior to the date of the shareholders'
meeting. If more than one proxy is received with respect to the same
shareholder, the earlier one received by the Company shall be legally
effective.

<PAGE>

                      Chapter 4: Directors and Supervisors

Article 10
----------

         The Company shall have seven to nine directors and three supervisors
elected at shareholders' meetings and the person to be elected must have legal
competence. The term of office for all directors and supervisors shall be three
(3) years. The directors and supervisors are eligible for re-election. The
number of shares held by all directors collectively and all supervisors
collectively shall not be lower than their respective percentages stipulated by
government authority in accordance with relevant laws.

Article 11
----------

         The Company shall have a chairman of the Board. The chairman of the
Board shall be elected by and among the directors by a majority of directors
present at a meeting attended by more than two thirds of directors. As
necessary, a vice chairman may be elected by and among the directors. The
chairman of the Board shall preside internally at the meetings of the Board and
shall externally represent the Company. In case the chairman of the Board
cannot exercise his power and authority, the vice chairman shall act on his
behalf. In case there is no vice chairman or the vice chairman is also on leave
or cannot exercise his power and authority for any reason, the chairman of the
Board may designate one of the directors to act on his behalf. In the absence
of such a designation, the directors shall elect a designee from among
themselves.

Article 12
----------

         Where a director is unable to attend a meeting of the Board, he may
appoint another director to represent him by proxy in accordance with Article
205 of the Company Law. Each director may act as a proxy for one other director
only.

                     Chapter 5: President & Vice Presidents

Article 13
----------

         The Company shall have a president and several vice presidents.
Appointment, dismissal, and remuneration of the president and vice presidents
shall be subject to the provisions of the Company Law.

                             Chapter 6: Accounting

Article 14
----------

         After the end of each fiscal year, the Board shall submit the
following documents: (1) business report, (2) financial statements, (3)
proposal for allocation of surplus or recovery of loss. The above documents
shall be examined by the supervisors or audited by an accountant appointed by
the supervisors and then submitted to the shareholders at the ordinary meeting
of shareholders for their adoption.

Article 15
----------

Where the Company has a profit at the end of each fiscal year, the Company
shall first allocate the profit to recover losses for preceding years. Ten
percent of any remaining net earnings shall be allocated as the Company's legal
reserve. The balance shall be distributed as follows:

1.   employee bonus: 5% to 10%;
2.   remuneration of directors and supervisors: no more than 1%; and
3.   all or a portion of the remaining balance shall be distributed as
     shareholders' dividends.

         The Company's dividend policy will be to pay dividends from surplus.
Upon consideration of factors such as the Company's current and future
investment environment, cash requirements, competitive conditions inside and
outside of the R.O.C. and capital budget requirements, the shareholders'
interest, maintenance of a balanced dividend and the Company's long term
financial plan, the Board shall propose the profit allocation each


<PAGE>

year subject to relevant laws, then submit such proposal to the shareholders'
meeting for approval. In principle, no less than 10% of the total dividend to
be paid with respect to any fiscal year shall be paid in the form of cash.
However, the ratio for cash dividend may be adjusted in accordance with the
actual profits generated in and the operation status of the fiscal year
concerned.

                       Chapter 7: Supplementary Articles

Article 16
----------

         With respect to the matters not provided herein, the Company Law and
other applicable laws and regulations shall govern.


Article 17
----------

         These Articles of Incorporation were enacted by the incorporators in
the incorporators meeting held on July 18, 1996 and were effectively approved
by the competent authority.


The first amendment was made on September 18, 1996.


The second amendment was made on September 15, 1997.


The third amendment was made on April 23, 1998.


The fourth amendment was made on April 23, 1999.


The fifth amendment was made on March 9, 2000.


The sixth amendment was made on May 10, 2001.


The seventh amendment was made on May 10, 2001.


The eighth amendment was made on October 17, 2001.


The ninth amendment was made on May 21, 2002.


The tenth amendment was made on May 29, 2003.