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 February 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, indicate 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 January 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 January 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 shares				Number of shares
				held as of				held as of
Title		Name		December 31, 2005				January 31, 2006				Changes
Vice Chairman		F. C. Tseng			39,320,891				39,280,891				-40,000
Director, President & CEO		Rick Tsai			25,846,795				25,746,795				-100,000
Senior Vice President		Kenneth Kin			3,359,860				3,279,860				-80,000
Senior Vice President		C. C. Wei			5,550,079				5,397,079				-153,000
Senior Vice President		Mark Liu			10,027,792				9,957,792				-70,000
Vice President		J. B. Chen			6,985,645				6,835,645				-150,000
Vice President		M. C. Tzeng			5,345,601				5,336,601				-9,000
Vice President & General Counsel		Richard Thurston			2,254,211				2,244,211				-10,000
Vice President		Wei Jen Lo			522,552				507,552				-15,000
Senior Director		L.C. Tu			7,985,827				7,953,827				-32,000

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
Machinery Equipment		NT$1,232,942,176
Facility and engineering equipment		NT$854,295,000
Bond Funds		NT$1,200,000,000
Corporate Bonds		US$ 9,990,400

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.