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 December 2004

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 November 2004

This is to report 1) the changes in the shareholding 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 November 2004.

1)The changes in the shareholding 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	October 31, 2004		November 30, 2004		Changes
Director & Deputy CEO	F. C. Tseng		40,589,167		40,371,167		-218,000
Director, President & COO	Rick Tsai		25,167,273		24,967,273		-200,000
Senior Vice President	Quincy Lin		27,050,107		27,020,107		-30,000
Senior Vice President	S.Y. Chiang		13,408,391		13,338,391		-70,000
Senior Vice President	Kenneth Kin		3,381,256		3,201,256		-180,000
Vice President	C. C. Wei		5,332,702		5,253,702		-79,000
Vice President	Mark Liu		9,667,631		9,537,631		-130,000
Vice President	Genda Hu		2,355,879		2,274,879		-81,000
Vice President	J. B. Chen		6,811,916		6,691,916		-120,000
Vice President	Ping Yang		6,094,686		5,874,686		-220,000
Vice President	M. C. Tzeng		4,882,521		4,792,521		-90,000
Vice President & General Counsel	Richard Thurston		1,722,094		1,612,094		-110,000
Vice President & CFO	Lora Ho		3,050,487		3,013,487		-37,000
Senior Director	L.C. Tu		7,599,026		7,537,026		-62,000
Senior Director	Jan Kees van Vliet		808,015		758,015		-50,000

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$2,740,920,872
WHOLE AUTO LOAN TRUST-Asset Backed Securities		US$12,968,368
Formosa Plastics Corporate Bonds	NT$406,245,303
China Steel Corporate Bonds	NT$311,050,532
COUNTRYWIDE HOME LOAN-Corp Bonds		US$9,479,577

4) The disposition of assets:

Description of assets
JF Taiwan Bond Fund	NT$350,000,000

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.

	Taiwan Semiconductor Manufacturing Company Ltd.
Date: December 29, 2004	By	/s/ Lora Ho
		Lora Ho Vice President & Chief Financial Officer