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Correspondence Letter

 December 13, 2005

 Ms. Michele Gohlke

 Branch Chief

 Ms. Heather Tress

 Staff Accountant

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

Re:

United Microelectronics Corporation

Form 20-F for the Year Ended December 31, 2004

File No. 001-15128

 Dear
Ms. Gohlke and Ms. Tress:

 Set forth below are the responses of
United Microelectronics Corporation (“we” or the “Company”), a company limited by shares and incorporated under the Company Law of the Republic of China, with respect to the comments contained in the letter dated
September 23, 2005 from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”).

 For your convenience, the comments of the Commission’s letter are repeated below, followed by the Company’s responses. Please note that Mr. Stan Hung, the
addressee of the Commission’s comment letter, has become a Senior Vice President of the Company and ceased to hold the title of Chief Financial Officer of the Company. Mr. Chitung Liu, the signatory of this letter, is now the Chief
Financial Officer of the Company.

1.
In future filings please revise your MD&A to provide a more detailed discussion of your results of operations for the years being compared. For instance, please
revise to enhance your overall MD&A discussion to include the following disclosure:

•

You state that cost of the goods sold increased by 25% in 2004. Also, provide an explanation of the dollar change in cost of goods sold in addition to the reasons for the rate
of increase.

•

You state that general and administrative expenses increased by 21.4% in 2004 largely due to increases in amortization of consolidated debt and personnel expenses. Revise to
include a detail discussion of each of these changes along with the related impact on operations. Avoid just listing causes for an increase/decrease in a particular line item on your consolidated income statement.

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 Response

 In future filings, we will provide detailed discussions and more meaningful explanations of our results of operations for the years being compared.

2.
You state that under US GAAP you periodically evaluate the carrying value of available for sale securities and record a charge against earnings to the extent that
any decline in the value of a security is determined to be other than temporary. Revise in future filings to discuss how you determine that a decline in value is other than temporary under US GAAP. Refer to the guidance in EITF 03-01.

 Response

 In future filings, we will provide a discussion on how we determined a
decline in the value of our available-for-sale securities to be “other than temporary” pursuant to the guidance provided in EITF 03-1.

3.
We note that in 2003 you transferred treasury stock to employees at a predetermined transfer price and that under US GAAP, the difference between the transfer
price and the market price of the underlying stock at the date of transfer was recognized as compensation expense. Tell us and clarify in future filings what you mean by “transfer price” and disclose the purpose of issuing such share to
the employees.

 Response

 From time to time, we acquire our common stock and reissue these treasury
stocks to certain of our employees to compensate them for their productivity and loyalty to our company. The “transfer price” of our treasury stock is equal to the purchase price paid by us to acquire the stock (hereinafter referred to as
the “Purchase Cost”). Generally, when the treasury stocks are issued to our employees, we will receive cash payment from our employees equal to the Purchase Cost of the treasury stocks. Under ROC GAAP, the difference, if any, between the
Purchase Cost of the treasury stock and the cash received from our employees is charged to a shareholders’ equity account. Pursuant to APB 25, we recognize compensation expense arising from the direct transfer of stock to our employees based on
the difference between the fair market value of the stock on the date of grant and the amount of cash received. The fair

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 market value of our treasury stock is determined based on the quoted market price of our common stock on
the date of grant. We will clarify in our future filings the purpose of issuing treasury stock to our employees, using more description terms in our disclosure to explain the transactions and explain the basis for our accounting.

4.
For US GAAP Purposes, we note that for bonuses to be paid in stock, you record such accruals based on the closing price of your stock at the balance sheet date and
you record additional compensation expenses for the difference between the amount initially accrued and fair market value of the shares actually granted in the subsequent period when you obtain shareholder approval for the stock grants. Tell us in
detail why you believe it is appropriate to record the fair market value of such grants in your financial statements prior to the date of shareholder approval of the grants under US GAAP. Include in your response the accounting guidance in which you
place reliance. Please refer to the guidance provided in Item 6 of Appendix A of the International Reporting and the Disclosures Issues in the Division of Corporation Finance dated November 1, 2004, which can be found on our website at
www.sec.gov.

 Response

 In addressing the above question, we have provided a general summary of
Taiwan’s legal requirements as a context for our response. Pursuant to Taiwan’s Company Act (“Company Act”), we are required to specify in our Articles of Incorporation (“AOI”) how our annual earnings, if any, are to be
distributed to our employees. Once the AOI is approved by the shareholders, the terms of the AOI are enforceable and legally binding on the company. In addition, Article 41 of Taiwan’s Securities and Exchange Law (“Article 41”) places
additional restrictions on how the amount of employee distributions is to be determined. Therefore, the terms of the AOI must abide by the requirements of the Company Act and Article 41. We concluded that the terms of the AOI meet these
requirements. The Company Act stipulates that a company’s distribution to employees must be approved by a shareholders’ vote but the shareholders’ vote can not overturn the decision to distribute earnings to our employees as long as
such distributions are calculated or otherwise determined in accordance with the provisions of the AOI. The shareholders’ vote in essence provides a measure of protection to ensure that the provisions of the AOI are being complied with.

 Article 22 of the AOI sets forth the method we use to
calculate our employee bonus distribution. It states that we will be required to pay a 5% minimum bonus, in the form of new stock, to our employees when certain criteria are met. The provisions of

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 Article 22 of the AOI which are applicable to the company’s 2002 to 2004 fiscal years became
effective on June 3, 2002 upon the approval of a shareholders’ vote, but was subsequently amended on June 1, 2005 to permit the payment of the employee bonus in the form of cash or new stock, at the company’s discretion. This
amended AOI will be effective for employee bonuses determined as at or after December 31, 2005. A copy of the AOI which was amended on June 3, 2002 was included as Exhibit 1.1 in our Form 20-F for the year ended December 31, 2003
filing and our current AOI was included as Exhibit 1.1 in our Form 20-F filing for the year ended December 31, 2004.

 For each of the three years ended December 31, 2004, we have calculated our minimum employee bonus based on the provisions of the AOI which mandates
the payment of a 5% minimum bonus after certain adjustments to our current year’s net profit and prior year’s undistributed net profits. The calculation and amount of the employee bonus were stated in the documents which were provided to
shareholders for their approval. Since the calculation of the minimum amount of employee bonus was calculated pursuant to the AOI, shareholders’ approval for this minimum amount is viewed as essentially a formality since a vote to revoke this
amount would be a violation of the AOI and the Company’s Act. However, our board of directors has the discretion to grant additional stock bonus to our employees. Since the determination of how an additional amount of stock bonus is not
specified in the AOI, shareholders’ approval for the granting of the additional amount, above the minimum amount, must be obtained.

 Based on the above facts, we concluded it is appropriate for us to accrue for the minimum employee bonus as at the balance sheet date in accordance with
the guidance provided in APB 25. Pursuant to paragraphs 10 of APB 25 and as clarified by Question 18 of FIN 44, the direct payment of common stock to our employees should be measured using the fair value of the common stock less any payments made by
the employees to receive the common stock at the measurement date which is the first date on which are known both (1) the number of shares that an individual employee is entitled to receive and (2) the option or purchase price, if any. The
number of shares to be issued to satisfy the minimum employee bonus is determinable at the year end date based on the requirements of Article 22 of the AOI and Article 41, hence, December 31 of each year is our measurement date. Pursuant to
paragraph 12 of APB 25, the cost of the minimum bonus would then be recognized immediately as a compensation expense since all requirements to earn this bonus have been achieved by the employees as at the measurement date. However, if an additional
stock bonus is granted, the measurement date of the additional stock bonus would be the date at which shareholders’ approval is obtained. We concluded the accounting treatment, described

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 above for the three fiscal years ended December 31, 2004, for our employee stock bonus is consistent
with the guidance provide in Item 6 of Appendix A of the International Reporting and Disclosures Issues in the Division of Corporation Finance dated November 1, 2004 because the obligation to pay the minimum employee bonus exists at the
end of each fiscal year under Taiwan law and since we can objectively determine the amount to be distributed in compliance with the provisions of our AOI and Taiwan law. We concluded that shareholders’ approval is essentially a formality since
a shareholders’ vote against the minimum employee bonus would represent a violation of our AOI and Taiwan law.

 In the process of responding to this comment from the staff, we discovered an error in the calculation of our 2004 earnings per share amounts. The error
arose from the use of an incorrect market price in determining the value of our employee stock bonus which resulted in the understatement of compensation expense by NT$211 million. We will revise our consolidated financial statements and Form 20-F
for the year ended December 31, 2004 accordingly to reflect this restatement.

5.
You state that you have written down available-for-sale securities to fair value in 2002, 2003 and 2004 under ROC GAAP and that under US GAAP, further write downs
of these securities were necessary in 2002 and 2004. You further state that losses are recognized if evidence suggests that the value of an investment has been impaired and it is unlikely that the stock price will recover under ROC GAAP whereas
under US GAAP losses are recognized if a decline in fair value is other than temporary. Tell us and clarify in future filings the methodology used to determine the impairment of securities under both ROC GAAP and US GAAP. Tell us specifically
why there was an impairment recognized under ROC GAAP in 2003 but not under US GAAP and the difference in impairment losses for 2003 and 2004 under both ROC GAAP and US GAAP. Include in your response why the 2003 US GAAP adjustment
resulted in an increase to net income. We may have further comment based on your response.

 Response

 Under ROC GAAP, marketable securities other than those over which we exercise significant influence or control, are accounted for as short term or long
term investments based on a number of criteria including our intention and ability to hold these securities over a long term period, whether the security has a quoted market price and whether we actively buy and sell the security. In the past, we
have held a

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 significant portion of our marketable securities in the form of equity investments as opposed to debt
instruments. For those securities for which there is no intention or ability to hold for a long term period or there is evidence of active buying and selling over a short time frame, they are accounted for as short term marketable securities
and are recorded at the lower of cost or market value. All unrealized losses are recognized in the statement of income. To the extent unrealized gains represent recoveries of previously recorded losses, they are recognized in the statement of income
but unrealized gains in excess of original cost are not recognized.

 Long term marketable securities are also accounted for at lower of cost or market value. A decline in market value below cost is charged to stockholders’ equity unless this decline is not expected to be recovered in the future in which
case, the decline is charged as a loss to the statement of income. Unrealized appreciation in market value above original cost is not recognized until realized. ROC GAAP does not define or provide additional guidance on how to assess whether a
decline is expected to be recovered in the future. Our practice has been to consider all available information concerning the future prospects of our investments including company specific data such as financial statements, analyst reports and
industry specific publications. Specific matters that would be considered include, but are not limited to: (1) significant adverse changes in the general market condition where the investee operates; (2) significant deteriorations in the
earnings performance, credit rating, or business prospects of the investee; (3) factors that raise significant concerns about the investee’s ability to continue as a going concern such as negative cash flows from operating activities,
negative working capital and violation of covenant or statutory requirements. Furthermore, ROC GAAP does not specify the time frame in which we are to assess future recoverability; therefore, our accounting policy has been to take a longer term
perspective in assessing whether a future recovery will arise.

 Under ROC GAAP, market value is determined by reference to quoted market prices, if available. For debt instruments which do not have quoted market prices, market value is determined by calculating the present value of the securities
expected future cash flows using a market rate of interest for debt securities with similar terms and conditions. For equity securities which do not have quoted market prices, market value is assessed using the best available information including
the entity’s financial statements, market reports on the entity and its industry sector.

 Pursuant to US GAAP, SFAS 115 requires equity investments, other than those over which we exercise significant influence or control, and that have readily determinable

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 fair values to be classified as either trading or available-for-sale securities and for debt investments
to be classified as either trading, available-for-sale or held-to-maturity securities. Debt securities where we have the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost.
Held-to-maturity securities are also assessed for declines in fair value below their amortized cost. If such a decline is deemed to be other than temporary then the decline in value is charged as a loss to the statement of income. Debt and equity
securities that are bought and trad