AMENDMENT NO. 2 TO FORM F-1

(Exact Name of Registrant as Specified in Its Charter)

ADVANCED SEMICONDUCTOR ENGINEERING, INC.

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

CT Corporation System

With copies to:

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [   ]

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [   ]

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

      The following table sets forth the estimated expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the offering described in the Registration Statement (all amounts are estimated except the Securities and Exchange Commission registration fee):

Item 14. Indemnification of Directors and Officers

      The relationship between Advanced Semiconductor Engineering, Inc. (“ASE Inc.”) and its directors and officers is governed by the Republic of China (“ROC”) Civil Code, ROC Company Law and ASE Inc.’s Articles of Incorporation. There is no written contract between ASE Inc. and its directors and officers governing the rights and obligations of such parties. Each person who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of ASE Inc. in the absence of willful misconduct or negligence on the part of such person in connection with such person’s performance of duties as a director or officer, as the case may be, may be indemnified and held harmless by ASE Inc.

Item 15. Recent Sales of Unregistered Securities

      The only securities of the registrant that were issued or sold by the registrant within the past three years and not registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), are described below. The securities listed in “A. Stock Dividends and Employee Bonus Shares” below were offered and issued outside the United States to individuals or entities who were not citizens or residents of the United States in reliance upon Regulation S promulgated under the Securities Act. Accordingly, the offering and issuance of the securities listed in “A. Stock Dividends and Employee Bonus Shares” below were not subject to the registration requirements of the Securities Act.

  A.  Stock Dividends and Employee Bonus Shares

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  B.  Debt Securities

ASE Inc. issued on November 4, 1997, US$200,000,000 aggregate principal amount of Zero Coupon Convertible Bonds Due 2002 (the “Bonds”). The Bonds are convertible into shares of ASE Inc. at an initial conversion price of NT$157.00 per share. The Bonds were sold by ASE Inc. to SBC Warburg Dillon Read at 100% of the principal amount, less an underwriting discount of 2.5% (the “Purchaser”). The Purchaser concurrently resold the Bonds to certain investors. ASE Inc. believes that the sale of the Bonds was exempt from registration under the Securities Act because the Purchaser resold the Bonds only (1) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act or (2) to qualified institutional buyers (as such term is defined in Rule 144A under the Securities Act) in the United States in reliance on Rule 144A under the Securities Act.

  C.  GDS Sale

On December 15, 1999, ASE Inc. and some of its affiliates sold 10,489,902 Global Depositary Shares (each a GDS) each representing five common shares of ASE Inc. to Goldman Sachs (Asia) L.L.C., Goldman Sachs & Co., and Goldman Sachs International (collectively, “Goldman Sachs”) at a purchase price of US$15.50 per GDS, or the equivalent of US$3.1 per common share. Goldman Sachs concurrently resold the GDSs to certain investors. ASE Inc. believes that the sale of the shares in the form of GDSs was exempt from registration under the Securities Act because Goldman Sachs resold the GDSs only (1) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act or (2) to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in the United States in reliance on Rule 144A under the Securities Act.

Item 16. Exhibits and Financial Statement Schedules

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*	Previously filed.

†	Confidential treatment requested. Confidential material has been redacted and has been separately filed with the Securities and Exchange Commission.

Item 17.  Undertakings

      A.  The registrant hereby undertakes:

      (a)  The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

      (b)  The undersigned registrant hereby undertakes that:

	(i)	For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(i) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(ii)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form F-1 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Taipei, Taiwan, Republic of China, on September 21, 2000.

	ADVANCED SEMICONDUCTOR ENGINEERING, INC.

	By:	/s/ JASON C.S. CHANG

	Jason C.S. Chang
	Chairman

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed on September 21, 2000 by the following persons in the capacities indicated:

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

      Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Advanced Semiconductor Engineering, Inc., has signed this Registration Statement or amendment thereto in Newark, Delaware, on September 21, 2000.

	PUGLISI & ASSOCIATES

	By:	/s/ DONALD PUGLISI

	Donald Puglisi
	Managing Director

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INDEX TO EXHIBITS