1934 Act Registration No. 1-14700

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2006

Taiwan Semiconductor Manufacturing Company Ltd.

(Translation of Registrant’s Name Into English)

No. 8, Li-Hsin Rd. 6,
Hsinchu Science Park,
Taiwan
(Address of Principal Executive Offices)

     (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

	Form 20-F þ		Form 40-F o

     (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

	Yes o		No þ

(If “Yes” is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82:                     .)

 

 

Taiwan Semiconductor Manufacturing Company Limited

For the month of May 2006

This is to report 1) the changes in the shareholdings of our directors, supervisors, executive officers and shareholders who own more than 10% of total outstanding common shares of Taiwan Semiconductor Manufacturing Company Ltd. (The Company; “TSMC”) (NYSE:TSM); 2) the pledge and clear of pledge of TSMC common shares by our directors, supervisors, executive officers and shareholders who own more than 10% of total outstanding common shares of TSMC; 3) the acquisition of assets by TSMC and 4) the disposition of assets by TSMC for the month of May 2006.

1)

The changes in the shareholdings of our directors, supervisors, executive officers and shareholders who own more than 10% of total outstanding common shares:

						Number of				Number of
						shares held as of				shares held as of
Title		Name				March 31, 2006				April 30, 2006				Changes
Director & Vice Chairman		F. C. Tseng					38,890,891				38,800,891				-90,000
Director, President & CEO		Rick Tsai					25,346,795				25,246,795				-100,000
Senior Vice President		S.Y. Chiang					7,671,306				6,671,306				-1,000,000
Senior Vice President		Kenneth Kin					3,244,860				3,134,860				-110,000
Senior Vice President		Stephen T. Tso					12,026,380				11,926,380				-100,000
Senior Vice President		C. C. Wei					5,343,079				5,301,321				-41,758
Senior Vice President		Mark Liu					9,827,792				9,737,792				-90,000
Vice President		Chiam Wu					1,927,464				1,727,464				-200,000
Vice President		Wei-Jen Lo					492,552				467,552				-25,000
Vice President		Jason C.S. Chen					352,000				322,000				-30,000
Senior Director		L.C. Tu					7,872,827				7,844,827				-28,000

2)

The pledge and clear of pledge of TSMC common shares by our directors, supervisors, executive officers and shareholders who own more than 10% of total outstanding common shares: None.

3)

The acquisition of assets:

Description of assets		Purchase price
Manufacturing Equipment		NT$9,988,523,854
Corporate Bonds		NT$3,923,230,358

4)

The disposition of assets: None.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.