~~Table~~1934 ofAct ~~Contents~~Registration No. 1-14700

~~File~~SECURITIES ~~No. 0-27884~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~DC ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~6-K

~~FORM~~REPORT 6OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-K16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

~~Report of Foreign Issuer~~For ~~Pursuant to Rule 13a-16 or 15d-16 of~~ the ~~Securities~~month ~~Exchange Act~~ of ~~1934~~ July 2006

~~For~~Macronix ~~the~~International ~~month of May~~Co., ~~2006~~Ltd.

~~Macronix~~No. 16 ~~International~~Li-Hsin ~~Co.,~~Road Science ~~Ltd.~~Park Hsinchu, Taiwan, Republic of China

~~No. 16~~(Address ~~Li-Hsing~~of ~~Road, Science-Based~~principal ~~Industrial~~executive ~~Park Hsinchu, Taiwan, Republic of China~~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~~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~~indicated below the file number assigned to the registrant in ~~connection~~ connection with Rule 12g3-2(b): 82: .]___)

~~Table~~Issued ofby: ~~Contents~~Macronix International Co., Ltd. Issued on: July 17, 2006

~~Table~~Macronix International Co., Ltd. to Restate US GAAP Reconciliation of ~~Contents~~Prior Results; No Change to Primary Financial Statements under ROC GAAP

Monthly Sales Report- May 2006			3
Regulated Announcement for the month of May 2006			3~5
Signatures			6

Hsinchu, Taiwan, July 17, Macronix International Co., Ltd (NASDAQ: MXICY and TSEC: 2337) (“Macronix” or the “Company”), an independent designer, producer and supplier of non-volatile memory products based in Taiwan, announced today that an item in the footnotes to the Company’s financial statements as of and for the years ended December 31, 2002, 2003 and 2004 were incorrectly recorded for the purposes of the U.S. GAAP reconciliation included therein. An error relating to derivative instruments was discovered in the course of preparing responses to comments received from the U.S. Securities and Exchange Commission (“SEC”) in relation to the Company’s Annual Report on Form 20-F for the year ended December 31, 2004.

-Macronix has determined that the impact of the fair value of certain derivative instruments embedded in its convertible bonds under U.S. GAAP resulted in an overstatement of U.S. GAAP net loss of NTD167 million and NTD852 million in 2002 and 2003, respectively, and an understatement of U.S. GAAP net loss of NTD40 million in 2004, representing 1.2%, 9.7% and 9.1% of U.S. GAAP net loss in 2002, 2003 and 2004, respectively. As a result of the foregoing, the U.S. GAAP reconciliation for each of the years contained in the Company’s Annual Report on Form 20-F for the year ended December 31, 2004, should not be relied upon.

~~Table~~The error discovered does not affect Macronix’s financial results reported under ROC GAAP for any years in the three-year period ended December 31, 2004 nor do they affect the Company’s current or future cash payments. All of ~~Contents~~the Company’s convertible bonds had been redeemed by December 31, 2005.

~~Monthly~~The ~~Sales~~decision to restate its financial statements was made today upon the recommendation of management and with the concurrence of Diwan, Ernst & Young, the Company’s independent auditors. Macronix expects to file its restated financial statements in respect of the years ended December 31, 2002, 2003 and 2004, in an amended Annual Report —on ~~May~~Form ~~2006~~20-F for the year ended December 31, 2004, which Macronix intends to file shortly. The restated financial statements in respect of the years ended December 31, 2003 and 2004 will also be contained in the Company’s Annual Report on Form 20-F for the year ended December 31, 2005, which the Company intends to file shortly. The response to the recent inquiries from the SEC may be subject to further SEC review; and the resolution of such inquiries may result in additional restatements and adjustments to the anticipated restatement amounts described above.

~~Regulated~~Note ~~Announcement~~Regarding ~~for~~Exchange ~~the month of May 2006~~Rate

~~MACRONIX~~Dollar ~~INTERNATIONAL~~amounts ~~CO.~~in this press release are expressed in New Taiwan dollars, ~~LTD.~~the reporting currency ~~For~~used in the ~~month~~Company’s ofAnnual ~~May~~Reports on Form 20-F. The exchange rate between New Taiwan dollars and U.S. dollars on July 15, 2006 was approximately NT$32.72 — US$1.00.

~~This~~Safe isHarbor toStatement ~~report~~under the ~~changes~~provisions ~~or status~~ of 1)the ~~Sales~~United ~~volume~~States 2)Private ~~Funds~~Securities ~~lent to other parties 3)~~Litigation ~~Endorsements~~Reform ~~and~~Act ~~guarantees 4) Financial derivative transactions for the period~~ of ~~May 2006.~~1995

~~Sales~~The ~~volume~~news ~~(NT$:~~release ~~Thousand)~~contains forward-looking statements, as defined in the Safe Harbor Provisions of the United States Private Securities Litigation Reform act of 1995. These forward-looking

Time	Item	2006		2005		Changes		(%)
May	Invoice amount		1,692,339		1,292,866		399,473		30.90	%
May	Net Sales		1,690,586		1,286,645		403,941		31.39	%

- 2 -

~~Funds~~statements, ~~lent~~including tothe statements generally can be identified by phrases such as Macronix or the Company “believes”, “expects”, “anticipates”, “foresees”, “forecasts”, “estimates” or other ~~parties~~words or ~~(NT$:~~phrases ~~Thousand):~~of similar import. Similarly, such statements describe the Company’s business outlook, financial highlights and the projections of capacity expansions. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be attained. A description of certain risks and uncertainties, which could cause actual results to differ materially from those indicated in the forward-looking statements can be found in the section captioned “Risk Factors” in the Company’s 2004 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on June 30, 2005. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

	Bal. As of		Bal. As of
	May, 2006 end		April, 2006 end		Limit of lending
MXIC		0		0		14,449,102
MXIC’s subsidiaries		0		0		6,237,209

About Macronix

~~Endorsements~~Macronix ~~and~~International ~~guarantees~~Co., Ltd. (~~NT$~~NASDAQ: ~~Thousand)~~MXICY and TSEC: 2337) is an independent designer, producer and supplier of non-volatile memory products such as Mask ROM, EPROM, Flash, and logic and other application-specific integrated circuit products including system-on-a-chip (also named as SOC) and solutions. Macronix views itself as an integrated solutions provider, treating its customers as strategic partners and working closely with them in all aspects of product development to provide silicon chip solutions that satisfy their specific needs. Headquartered in Hsin-Chu, Taiwan, Macronix currently employs approximately 3,526 people worldwide.

	Limit of endorsement		May		Bal. As of period end
MXIC		14,449,102		-261,004		1,231,361
MXIC’s subsidiaries		0		0		0
MXIC endorses for subsidiaries				0		1,231,361
MXIC’s subsidiaries endorses for MXIC				0		0
MXIC endorses for PRC companies				0		0
MXIC’s subsidiaries endorses for PRC companies				0		0

Macronix was named by Business Week in June 2001 as one of the top 100 Information Technology companies worldwide. In addition, Macronix’s Chairman and President, Miin Wu, was named by Business Week in July 2001 as one of 13 entrepreneurs among 50 “stars” of Asia.

~~Financial~~For ~~derivatives~~more ~~transactions~~information, ~~(NT$:~~please ~~Thousand)~~visit the Company’s website at www.macronix.com

4-1 ~~Trading~~3 ~~purpose:~~-

				Option
		Future		Sell				Buy				Forward		Swap		Others
				Call		Put		Call		Put
Margin Payment			—		—		—		—		—		—		—		—
Premium Income (Expense)			—		—		—		—		—		—		—		—
Outstanding Contract	Notional Amount		—		—		—		—		—		—		—		—
	Mark to Market Value		—		—		—		—		—		—		—		—
Expired Contract	Notional Amount		—		—		—		—		—		—		—		1,147,200
	Recognized Amount		—		—		—		—		—		—		—		2,413

SIGNATURES

~~4-1~~Pursuant ~~Hedging~~to ~~purpose~~the ~~(for~~requirements ~~assets/liabilities~~of ~~denominated~~the inSecurities ~~foreign~~Exchange ~~currencies):~~act ~~None~~of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

-3-


	Macronix International Co., Ltd
Date: July 17, 2006	/s/ Paul Yeh
	By: Paul Yeh

~~Table~~- of4 ~~Contents~~-

MACRONIX INTERNATIONAL CO., LTD. For the month of May 2005

This is to report 1) the trading of directors, supervisors, executive officers and 10% shareholders of MXIC; 2) the pledge and clear of pledge of MXIC common shares by directors, supervisors, executive officers and 10% shareholders of MXIC; 3) outstanding units and shares of ADR; 4) outstanding amount of Convertible Bonds by MXIC for the month of May 2005.

The trading of directors, supervisors, executive officers and 10% shareholders:

		Number of
		shares held when
		elected (for
		Directors,
		Supervisors and		Number of		Number of shares
		Executive		shares held as		held as
Title	Name	Officers)		April 30, 2006		May 31, 2006		Changes
Chairman & President	Miin Wu		30,932,711		30,932,711		18,055,841	-12,876,870(Reverse Split)
Executive Director	Ding Hua Hu		4,000,283		4,000,283		2,620,867	-1,869,123(Reverse Split)
Executive Director	C.H. Chen		4,328,906		3,516,906		603,647	-430,504(Reverse Split)
Director & Vice President	Tom Yiu		19,172,119		17,287,119		10,090,724	-7,196,395(Reverse Split)
Director & Vice President	Ray Mac		6,930,638		6,930,638		4,045,506	-2,885,132(Reverse Split)
Director & Vice President	C.Y. Lu		2,325,224		2,325,224		1,357,264	-967,960(Reverse Split)
Director & Vice President	Simon Wang		6,495,252		5,634,252		3,288,788	-2,345,464(Reverse Split)
Director & Vice President	J.P. Peng		7,070,767		6,043,520		3,527,684	-2,515,836(Reverse Split)
Independent Director	C.Y. Fang		1,086,739		1,086,739		634,344	-452,395(Reverse Split)
Independent Supervisor	P.T. Wu		198,489		198,489		210,659	-150,236(Reverse Split)
Associate Vice President	Y.L. Lin		0		6,126,413		3,547,547	-27,355-2,551,511(Reverse Split)
Associate Vice President	J.T. Chung		0		2,900,760		1,688,437	-1,212,323(Reverse Split)
Associate Vice President	Y.H. Chao		0		351,430		205,134	-146,296(Reverse Split)
Associate Vice President	Allen Dai		0		200,646		117,119	-83,527(Reverse Split)

-4-

		Number of
		shares held when
		elected (for
		Directors,
		Supervisors and		Number of		Number of shares
		Executive		shares held as		held as
Title	Name	Officers)		April 30, 2006		May 31, 2006		Changes
Associate Vice President	C.D. Lin		0		1,949,822		1,913,822	-36,000
Associate Vice President	T.J. Lu		0		257,129		150,089	-107,040(Reverse Split)
Associate Vice President	Joseph Gu		0		324,055		189,155	-134,900(Reverse Split)
Associate Vice President	Shaw Yi		0		133,000		77,633	-55,367(Reverse Split)
Associate Vice President	C.D. Lin		0		1,913,822		1,117,123	-796,699(Reverse Split)
Associate Vice President	F.L. Ni		0		1,944,258		1,134,889	-809,369(Reverse Split)
Associate Vice President	Albert Sun		0		130,503		76,176	-54,327(Reverse Split)
Associate Vice President	Winston Chen		0		73,267		42,766	-30,501(Reverse Split)
Associate Vice President	H.S. Pyi		0		242,524		141,564	-141,564(Reverse Split)
Associate Vice President	C.H. Hung		0		210,500		122,871	-87,629(Reverse Split)
Associate Vice President	W.S. Pang		0		19,494		11,644	-7,850(Reverse Split)
Associate Vice President	Paul Yeh		0		7,739,102		4,472,418	-45,000-3,221,684(Reverse Split)

The clear of pledge of MXIC common shares by directors, supervisors, executive officers and 10% shareholders: None

The pledge of MXIC common shares by directors, supervisors, executive officers and 10% shareholders: None

Outstanding units and shares of ADR:

Outstanding of units on	Outstanding of shares	Outstanding of units on	Outstanding of shares
April 30, 2006	on April 30, 2006	May 31, 2006	on May 31, 2006
2,176,109.3	21,761,093	1,358,595.7	13,585,957

-5-

MACRONIX INTERNATIONAL CO., LTD. For the month of May 2006

This is to report 1) the acquisition of assets by MXIC and 2) the disposition of assets by MXIC for the month of May 2006.

The acquisition of assets : None

The disposal of assets : None

-6-

SIGNATURES

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

	MACRONIX INTERNATIONAL CO., LTD.
Date: June 19, 2006	By:	/s/ Paul Yeh
		Name:	Paul Yeh
		Title:	Associate Vice President of Finance Center

-7-

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