<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2001
                                                      REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------

                    CHARTERED SEMICONDUCTOR MANUFACTURING LTD
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               REPUBLIC OF SINGAPORE             NOT APPLICABLE
          (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)      IDENTIFICATION NO.)

                         60 WOODLANDS INDUSTRIAL PARK D,
                           STREET 2, SINGAPORE 738406
                                  (65) 362-2838
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                              --------------------

   CHARTERED SEMICONDUCTOR MANUFACTURING LTD EMPLOYEE SHARE PURCHASE PLAN 2001
                                       AND
     CHARTERED SEMICONDUCTOR MANUFACTURING LTD SHARE PURCHASE PLAN 2001 FOR
               EMPLOYEES OF SILICON MANUFACTURING PARTNERS PTE LTD
                            (FULL TITLE OF THE PLANS)

                              --------------------

                   CHARTERED SEMICONDUCTOR MANUFACTURING, INC.
                              1450 MCCANDLESS DRIVE
                               MILPITAS, CA 95035
                                 (408) 941-1100
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                              --------------------
                                   COPIES TO:

           MICHAEL W. STURROCK, ESQ.             CHRISTINA ONG, ESQ.
                LATHAM & WATKINS                  TAN TZE GAY, ESQ.
                80 RAFFLES PLACE                  ALLEN & GLEDHILL
               #14-20 UOB PLAZA 2                 36 ROBINSON ROAD
                SINGAPORE 048624                  #18-01 CITY HOUSE
                 (65) 536-1161                    SINGAPORE 068877
                                                    (65) 225-1611

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================================
                                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES      AMOUNT TO BE    OFFERING PRICE PER    AGGREGATE OFFERING
         TO BE REGISTERED              REGISTERED(1)         SHARE(2)              PRICE(2)          AMOUNT OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>                   <C>                     <C>
Ordinary Shares, par value S$0.26 per
share(3) ............................   10,000,000               $2.58           $25,800,000                         $6,450
=================================================================================================================================
</TABLE>

<PAGE>   2

(1)      The Chartered Semiconductor Manufacturing Ltd Employee Share Purchase
         Plan 2001 (the "CSM Purchase Plan") and the Chartered Semiconductor
         Manufacturing Ltd Share Purchase Plan 2001 for Employees of Silicon
         Manufacturing Partners Pte Ltd (the "SMP Purchase Plan," and together
         with the CSM Purchase Plan, the "Plans") each authorizes the issuance
         of a maximum of 10,000,000 Ordinary Shares of Chartered Semiconductor
         Manufacturing Ltd (the "Registrant") less the number of Ordinary Shares
         that are purchased by participants under the other Plan, on a
         share-for-share basis. This registration statement registers 10,000,000
         Ordinary Shares. Pursuant to Rule 416 under the Securities Act of 1933,
         as amended (the "Securities Act"), the amount registered hereunder
         includes an indeterminate number of the Registrant's Ordinary Shares
         that may be issued in accordance with the provisions of the Plans in
         the event of any change in the capital of the Registrant, including a
         share split or a dividend payable in Ordinary Shares.
(2)      For purposes of computing the registration fee only, pursuant to Rule
         457(h)(1) under the Securities Act, the proposed Maximum Offering Price
         Per Share is based upon the average of the high and low trading prices
         (S$4.70) of the Registrant's Ordinary Shares as calculated on June 22,
         2001 and an exchange rate of US$1.00 = S$1.8233.
(3)      Ordinary Shares are represented by American Depositary Shares, which
         are evidenced by American Depositary Receipts. Each American Depositary
         Share represents the right to receive ten Ordinary Shares.
<PAGE>   3

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated as of their
respective dates in this Registration Statement on Form S-8 (the "Registration
Statement") by reference:

         (a)      The Registrant's annual report on Form 20-F filed with the
                  Commission (File No. 000-27811) on March 21, 2001;

         (b)      The description of the Registrant's Ordinary Shares contained
                  in the Registrant's registration statement on Form 8-A filed
                  with the Commission (File No. 000-27811) on October 26, 1999
                  pursuant to Section 12 of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), including any subsequent
                  amendment or report filed for the purpose of amending such
                  description; and

         (c)      The Registrant's reports on Form 6-K filed with the Commission
                  (File No. 000-27811) on April 4, 2001 and May 15, 2001.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold are incorporated by reference in this Registration
Statement. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


                                      II-1
<PAGE>   4

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Articles of Association provide that all of its
directors, secretaries and other officers shall be indemnified by the Registrant
against all costs, charges, losses, expenses and liabilities incurred by them in
the execution and discharge of their duties or in relation thereto, including
any liabilities in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by them as a
director, secretary or other officer of the Registrant. The Articles of
Association further provide that none of the Registrant's directors, secretaries
or other officers shall be liable:

         -        for the acts, receipts, neglects or defaults of any other
                  director or officer,

         -        for joining in any receipt or other act for conformity,

         -        for any loss or expense happening to the Registrant through
                  the insufficiency or deficiency of title to any property
                  acquired by order of the directors for or on behalf of the
                  Registrant,

         -        for the insufficiency or deficiency of any security in or upon
                  which any of the moneys of the Registrant shall be invested,

         -        for any loss or damage arising from the bankruptcy, insolvency
                  or tortious act of any person with whom any moneys, securities
                  or effects shall be deposited or left, or

         -        for any other loss, damage or misfortune whatever which shall
                  happen in the execution of the duties of their office or in
                  relation thereto,

unless the same shall happen through their own negligence, wilful default,
breach of duty or breach of trust.

         The indemnification provisions in the Articles of Association provide
for indemnification of the Registrant's officers and directors to the maximum
extent permitted under the Companies Act (Chapter 50) of Singapore.

         The Registrant has directors and officers insurance providing
indemnification for certain of its directors, officers, affiliates and employees
for certain liabilities.


                                      II-2
<PAGE>   5

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:


                                      II-3
<PAGE>   6

<TABLE>
         <S>      <C>
         4.1      Memorandum and New Articles of Association of the Registrant
                  (incorporated by reference to Exhibit 3 to Amendment No. 2 to
                  the Registration Statement on Form F-1 filed by the Registrant
                  on October 25, 1999, as amended (Registration No. 333-88397)).

         4.2      Deposit Agreement dated November 4, 1999 by and among the
                  Registrant, Citibank, N.A. and the holders and beneficial
                  owners of American Depositary Shares evidenced by American
                  Depositary Receipts issued thereunder (including as an
                  exhibit, the form of American Depositary Receipt)
                  (incorporated by reference to Exhibit 4 to the Registrant's
                  report on Form 6-K filed on November 23, 1999 (File No.
                  000-27811)).

         4.3      Specimen certificate for ordinary shares (incorporated by
                  reference to Exhibit 4.2 to Amendment No. 2 to the
                  Registration Statement on Form F-1 filed by the Registrant on
                  October 25, 1999, as amended (Registration No. 333-88397)).

         + 4.4    Chartered Semiconductor Manufacturing Ltd Share Purchase Plan
                  2001.

         + 4.5    Chartered Semiconductor Manufacturing Ltd Share Purchase Plan
                  2001 for Employees of Silicon Manufacturing Partners Pte Ltd.

         + 5      Opinion of Allen & Gledhill.

         + 23.1   Consent of KPMG.

         + 23.2   Consent of Allen & Gledhill (included in Exhibit 5).

         + 24     Power of Attorney with respect to the Registrant (see page S-1).
</TABLE>

--------------
+   Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in this Registration Statement. Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was


                                      II-4
<PAGE>   7

         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.

         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
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-5
<PAGE>   8

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Republic of Singapore, on this 26th day of June, 2001.

                     Chartered Semiconductor Manufacturing Ltd



                     By:                /s/ Chia Song Hwee
                        -------------------------------------------------------
                        Name:  Chia Song Hwee
                        Title: Senior Vice President, Chief Financial Officer
                               and Chief Administrative Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Barry Waite, Chia Song Hwee, Sum Soon Lim and Lim Ming Seong their true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments to this
Registration Statement to which this power of attorney is attached, including
any post-effective amendments as well as any related registration statement (or
amendment thereto) filed in reliance upon Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in connection therewith, as fully to all intents and purposes as they
might and could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
          Signature                                Title                              Date
          ---------                                -----                              ----


<S>                                       <C>                                     <C>
    /s/ Ho Ching                          Chairman of the Board                   June 26, 2001
--------------------------------
          Ho Ching


    /s/ Lim Meng Seong                    Deputy Chairman of the Board            June 26, 2001
--------------------------------
        Lim Ming Seong
</TABLE>


                                      S-1
<PAGE>   9

<TABLE>
<S>                                           <C>                                                <C>
    /s/ Barry Waite                           President and Chief Executive Officer              June 26, 2001
--------------------------------              (principal executive officer)
        Barry Waite


    /s/ Chia Song Hwee                         Senior Vice President, Chief Financial            June 26, 2001
--------------------------------               Officer and Chief Administrative Officer
        Chia Song Hwee                         (principal financial and accounting
                                               officer)


    /s/ Sum Soon Lim                           Director                                          June 26, 2001
--------------------------------
        Sum Soon Lim


    /s/ James H. Van Tassel                    Director                                          June 26, 2001
--------------------------------
      James H. Van Tassel


    /s/ Aubrey C. Tobey                        Director                                          June 26, 2001
--------------------------------
       Aubrey C. Tobey


    /s/ Robert Edmund La Blanc                 Director                                          June 26, 2001
--------------------------------
     Robert Edmund La Blanc


    /s/ Andre Borrel                           Director                                          June 26, 2001
--------------------------------
      Andre Borrel


    /s/ Charles E. Thompson                    Director                                          June 26, 2001
--------------------------------
      Charles E. Thompson


    /s/ Koh Beng Seng                          Director                                          June 26, 2001
--------------------------------
       Koh Beng Seng


    /s/ Tsugio Makimoto                        Director                                          June 26, 2001
--------------------------------
       Tsugio Makimoto


    /s/ Larry James                            Authorized Representative in the United           June 26, 2001
--------------------------------               States
         Larry James
</TABLE>


                                      S-2
<PAGE>   10

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
  NUMBERED
  EXHIBIT                          DESCRIPTION
--------------    -----------------------------------------------------------------
<S>               <C>
           4.1    Memorandum and New Articles of Association of the Registrant
                  (incorporated by reference to Exhibit 3 to Amendment No. 2 to
                  the Registration Statement on Form F-1 filed by the Registrant
                  on October 25, 1999, as amended (Registration No. 333-88397)).
           4.2    Deposit Agreement dated November 4, 1999 by and among the
                  Registrant, Citibank, N.A. and the holders and beneficial
                  owners of American Depositary Shares evidenced by American
                  Depositary Receipts issued thereunder (including as an
                  exhibit, the form of American Depositary Receipt)
                  (incorporated by reference to Exhibit 4 to the Registrant's
                  report on Form 6-K filed on November 23, 1999 (File No.
                  000-27811)).
           4.3    Specimen certificate for ordinary shares (incorporated by
                  reference to Exhibit 4.2 to Amendment No. 2 to the
                  Registration Statement on Form F-1 filed by the Registrant on
                  October 25, 1999, as amended (Registration No. 333-88397)).
          +4.4    Chartered Semiconductor Manufacturing Ltd Employee Share
                  Purchase Plan 2001.
          +4.5    Chartered Semiconductor Manufacturing Ltd Share Purchase Plan
                  2001 for Employees of Silicon Manufacturing Partners Pte Ltd.
           + 5    Opinion of Allen & Gledhill.
         +23.1    Consent of KPMG.
         +23.2    Consent of Allen & Gledhill (included in Exhibit 5).
           +24    Power of Attorney with respect to the Registrant (see page S-1).
</TABLE>

--------------
+   Filed herewith.
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{"company-data": {"conformed-name": "CHARTERED SEMICONDUCTOR MANUFACTURING LTD", "cik": "0001095270", "assigned-sic": "3674", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63816", "film-number": "1667109"}, "business-address": {"street1": "60 WOODLANDS INDUSTRIAL PARK D STREE 2", "city": "SINGAPORE", "phone": "653622838"}, "mail-address": {"street1": "60 WOODLANDS INDUSTRIAL PARK D", "street2": "STREET 2", "city": "SINGAPORE"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2001
                                                      REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------

                    CHARTERED SEMICONDUCTOR MANUFACTURING LTD
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               REPUBLIC OF SINGAPORE             NOT APPLICABLE
          (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)      IDENTIFICATION NO.)

                         60 WOODLANDS INDUSTRIAL PARK D,
                           STREET 2, SINGAPORE 738406
                                  (65) 362-2838
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                              --------------------

   CHARTERED SEMICONDUCTOR MANUFACTURING LTD EMPLOYEE SHARE PURCHASE PLAN 2001
                                       AND
     CHARTERED SEMICONDUCTOR MANUFACTURING LTD SHARE PURCHASE PLAN 2001 FOR
               EMPLOYEES OF SILICON MANUFACTURING PARTNERS PTE LTD
                            (FULL TITLE OF THE PLANS)

                              --------------------

                   CHARTERED SEMICONDUCTOR MANUFACTURING, INC.
                              1450 MCCANDLESS DRIVE
                               MILPITAS, CA 95035
                                 (408) 941-1100
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                              --------------------
                                   COPIES TO:

           MICHAEL W. STURROCK, ESQ.             CHRISTINA ONG, ESQ.
                LATHAM & WATKINS                  TAN TZE GAY, ESQ.
                80 RAFFLES PLACE                  ALLEN & GLEDHILL
               #14-20 UOB PLAZA 2                 36 ROBINSON ROAD
                SINGAPORE 048624                  #18-01 CITY HOUSE
                 (65) 536-1161                    SINGAPORE 068877
                                                    (65) 225-1611

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES      AMOUNT TO BE    OFFERING PRICE PER    AGGREGATE OFFERING
         TO BE REGISTERED              REGISTERED(1)         SHARE(2)              PRICE(2)          AMOUNT OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par value S$0.26 per
share(3) ............................   10,000,000               $2.58           $25,800,000                         $6,450
=================================================================================================================================
2

(1)      The Chartered Semiconductor Manufacturing Ltd Employee Share Purchase
         Plan 2001 (the "CSM Purchase Plan") and the Chartered Semiconductor
         Manufacturing Ltd Share Purchase Plan 2001 for Employees of Silicon
         Manufacturing Partners Pte Ltd (the "SMP Purchase Plan," and together
         with the CSM Purchase Plan, the "Plans") each authorizes the issuance
         of a maximum of 10,000,000 Ordinary Shares of Chartered Semiconductor
         Manufacturing Ltd (the "Registrant") less the number of Ordinary Shares
         that are purchased by participants under the other Plan, on a
         share-for-share basis. This registration statement registers 10,000,000
         Ordinary Shares. Pursuant to Rule 416 under the Securities Act of 1933,
         as amended (the "Securities Act"), the amount registered hereunder
         includes an indeterminate number of the Registrant's Ordinary Shares
         that may be issued in accordance with the provisions of the Plans in
         the event of any change in the capital of the Registrant, including a
         share split or a dividend payable in Ordinary Shares.
(2)      For purposes of computing the registration fee only, pursuant to Rule
         457(h)(1) under the Securities Act, the proposed Maximum Offering Price
         Per Share is based upon the average of the high and low trading prices
         (S$4.70) of the Registrant's Ordinary Shares as calculated on June 22,
         2001 and an exchange rate of US$1.00 = S$1.8233.
(3)      Ordinary Shares are represented by American Depositary Shares, which
         are evidenced by American Depositary Receipts. Each American Depositary
         Share represents the right to receive ten Ordinary Shares.
3

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated as of their
respective dates in this Registration Statement on Form S-8 (the "Registration
Statement") by reference:

         (a)      The Registrant's annual report on Form 20-F filed with the
                  Commission (File No. 000-27811) on March 21, 2001;

         (b)      The description of the Registrant's Ordinary Shares contained
                  in the Registrant's registration statement on Form 8-A filed
                  with the Commission (File No. 000-27811) on October 26, 1999
                  pursuant to Section 12 of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), including any subsequent
                  amendment or report filed for the purpose of amending such
                  description; and

         (c)      The Registrant's reports on Form 6-K filed with the Commission
                  (File No. 000-27811) on April 4, 2001 and May 15, 2001.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold are incorporated by reference in this Registration
Statement. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                      II-1
4

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Articles of Association provide that all of its
directors, secretaries and other officers shall be indemnified by the Registrant
against all costs, charges, losses, expenses and liabilities incurred by them in
the execution and discharge of their duties or in relation thereto, including
any liabilities in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by them as a
director, secretary or other officer of the Registrant. The Articles of
Association further provide that none of the Registrant's directors, secretaries
or other officers shall be liable:

         -        for the acts, receipts, neglects or defaults of any other
                  director or officer,

         -        for joining in any receipt or other act for conformity,

         -        for any loss or expense happening to the Registrant through
                  the insufficiency or deficiency of title to any property
                  acquired by order of the directors for or on behalf of the
                  Registrant,

         -        for the insufficiency or deficiency of any security in or upon
                  which any of the moneys of the Registrant shall be invested,

         -        for any loss or damage arising from the bankruptcy, insolvency
                  or tortious act of any person with whom any moneys, securities
                  or effects shall be deposited or left, or

         -        for any other loss, damage or misfortune whatever which shall
                  happen in the execution of the duties of their office or in
                  relation thereto,

unless the same shall happen through their own negligence, wilful default,
breach of duty or breach of trust.

         The indemnification provisions in the Articles of Association provide
for indemnification of the Registrant's officers and directors to the maximum
extent permitted under the Companies Act (Chapter 50) of Singapore.

         The Registrant has directors and officers insurance providing
indemnification for certain of its directors, officers, affiliates and employees
for certain liabilities.

                                      II-2
5

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:

                                      II-3
6
4.1      Memorandum and New Articles of Association of the Registrant
                  (incorporated by reference to Exhibit 3 to Amendment No. 2 to
                  the Registration Statement on Form F-1 filed by the Registrant
                  on October 25, 1999, as amended (Registration No. 333-88397)).

         4.2      Deposit Agreement dated November 4, 1999 by and among the
                  Registrant, Citibank, N.A. and the holders and beneficial
                  owners of American Depositary Shares evidenced by American
                  Depositary Receipts issued thereunder (including as an
                  exhibit, the form of American Depositary Receipt)
                  (incorporated by reference to Exhibit 4 to the Registrant's
                  report on Form 6-K filed on November 23, 1999 (File No.
                  000-27811)).

         4.3      Specimen certificate for ordinary shares (incorporated by
                  reference to Exhibit 4.2 to Amendment No. 2 to the
                  Registration Statement on Form F-1 filed by the Registrant on
                  October 25, 1999, as amended (Registration No. 333-88397)).

         + 4.4    Chartered Semiconductor Manufacturing Ltd Share Purchase Plan
                  2001.

         + 4.5    Chartered Semiconductor Manufacturing Ltd Share Purchase Plan
                  2001 for Employees of Silicon Manufacturing Partners Pte Ltd.

         + 5      Opinion of Allen & Gledhill.

         + 23.1   Consent of KPMG.

         + 23.2   Consent of Allen & Gledhill (included in Exhibit 5).

         + 24     Power of Attorney with respect to the Registrant (see page S-1).
--------------
+   Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in this Registration Statement. Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was

                                      II-4
7

         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.

         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
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Republic of Singapore, on this 26th day of June, 2001.

                     Chartered Semiconductor Manufacturing Ltd

                     By:                /s/ Chia Song Hwee
                        -------------------------------------------------------
                        Name:  Chia Song Hwee
                        Title: Senior Vice President, Chief Financial Officer
                               and Chief Administrative Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Barry Waite, Chia Song Hwee, Sum Soon Lim and Lim Ming Seong their true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments to this
Registration Statement to which this power of attorney is attached, including
any post-effective amendments as well as any related registration statement (or
amendment thereto) filed in reliance upon Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in connection therewith, as fully to all intents and purposes as they
might and could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                Title                              Date
          ---------                                -----                              ----
/s/ Ho Ching                          Chairman of the Board                   June 26, 2001
--------------------------------
          Ho Ching

    /s/ Lim Meng Seong                    Deputy Chairman of the Board            June 26, 2001
--------------------------------
        Lim Ming Seong
S-1
9
/s/ Barry Waite                           President and Chief Executive Officer              June 26, 2001
--------------------------------              (principal executive officer)
        Barry Waite

    /s/ Chia Song Hwee                         Senior Vice President, Chief Financial            June 26, 2001
--------------------------------               Officer and Chief Administrative Officer
        Chia Song Hwee                         (principal financial and accounting
                                               officer)

    /s/ Sum Soon Lim                           Director                                          June 26, 2001
--------------------------------
        Sum Soon Lim

    /s/ James H. Van Tassel                    Director                                          June 26, 2001
--------------------------------
      James H. Van Tassel

    /s/ Aubrey C. Tobey                        Director                                          June 26, 2001
--------------------------------
       Aubrey C. Tobey

    /s/ Robert Edmund La Blanc                 Director                                          June 26, 2001
--------------------------------
     Robert Edmund La Blanc

    /s/ Andre Borrel                           Director                                          June 26, 2001
--------------------------------
      Andre Borrel

    /s/ Charles E. Thompson                    Director                                          June 26, 2001
--------------------------------
      Charles E. Thompson

    /s/ Koh Beng Seng                          Director                                          June 26, 2001
--------------------------------
       Koh Beng Seng

    /s/ Tsugio Makimoto                        Director                                          June 26, 2001
--------------------------------
       Tsugio Makimoto

    /s/ Larry James                            Authorized Representative in the United           June 26, 2001
--------------------------------               States
         Larry James
S-2
10

                                INDEX TO EXHIBITS
SEQUENTIALLY
  NUMBERED
  EXHIBIT                          DESCRIPTION
--------------    -----------------------------------------------------------------
4.1    Memorandum and New Articles of Association of the Registrant
                  (incorporated by reference to Exhibit 3 to Amendment No. 2 to
                  the Registration Statement on Form F-1 filed by the Registrant
                  on October 25, 1999, as amended (Registration No. 333-88397)).
           4.2    Deposit Agreement dated November 4, 1999 by and among the
                  Registrant, Citibank, N.A. and the holders and beneficial
                  owners of American Depositary Shares evidenced by American
                  Depositary Receipts issued thereunder (including as an
                  exhibit, the form of American Depositary Receipt)
                  (incorporated by reference to Exhibit 4 to the Registrant's
                  report on Form 6-K filed on November 23, 1999 (File No.
                  000-27811)).
           4.3    Specimen certificate for ordinary shares (incorporated by
                  reference to Exhibit 4.2 to Amendment No. 2 to the
                  Registration Statement on Form F-1 filed by the Registrant on
                  October 25, 1999, as amended (Registration No. 333-88397)).
          +4.4    Chartered Semiconductor Manufacturing Ltd Employee Share
                  Purchase Plan 2001.
          +4.5    Chartered Semiconductor Manufacturing Ltd Share Purchase Plan
                  2001 for Employees of Silicon Manufacturing Partners Pte Ltd.
           + 5    Opinion of Allen & Gledhill.
         +23.1    Consent of KPMG.
         +23.2    Consent of Allen & Gledhill (included in Exhibit 5).
           +24    Power of Attorney with respect to the Registrant (see page S-1).
--------------
+   Filed herewith.