Mail Stop 6010


      January 9, 2006


Mr. Wen Chung Lin
Chief Financial Officer
Siliconware Precision Industries Co., Ltd.
No. 123, Sec.3 Da Fong Road
Tantzu
Taichung, Taiwan, ROC

	Re:	Siliconware Precision Industries Co., Ltd.
      Form 20-F for the Year Ended December 31, 2004
      File No. 000-30702

Dear Mr. Lin:

      We have reviewed your filings and your response letter dated
November 23, 2005 and we have the following comments.  Where
indicated, we think you should revise your documents in future
filings in response to these comments. If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the year ended December 31, 2004

Notes to Consolidated Financial Statements, F-11

Note 28:  U.S. GAAP Reconciliation, page F-47

General

1. Please refer to prior comment 6.  You state that you accounted
for
the embedded put option and conversion option together as a
compound
derivative that would be classified as a liability and
subsequently
measured at fair value under EITF 00-19 and SFAS 133.  We further
note that you determined the conversion features for these bonds
were
out-of-the-money at the commitment dates under EITF 98-5 and EITF
00-
27.  Please tell us if you have determined if these convertible
bonds
meet the definition of conventional convertible debt in paragraph
4
of EITF 00-19 and the basis for your conclusions.  If you have
determined that your bonds are not conventionally convertible, you
would be required to analyze the conversion feature under
paragraphs
12-32 of EITF 00-19 and would not account for the conversion
feature
under EITF 98-5 and EITF 00-27.  Please advise.

(1) Compensated Balances, page F-50

- -(ii) Employee Bonuses, page F-51

2. Please refer to prior comment 9.  In your response, you state
that
your accounting treatment for employee bonuses is based on the
guidance of the International Reporting and Disclosures Issues in
the
Division of Corporation Finance.  However, as indicated in that
guidance, the SEC staff places significant weight on shareholder
approval.  Accordingly, absent unusual facts and circumstances,
the
fair value of the stock issued should be recorded at the date of
shareholder approval.  Please explain to us how your accounting is
consistent with the guidance of Item 6 of Appendix A of the
International Reporting and Disclosures Issues in the Division of
Corporation Finance dated November 1, 2004, which can be found on
our
website at www.sec.gov.

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comment
and provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

You may contact Tara Harkins, Staff Accountant, at (202) 551-3639
or
me at (202) 551-3643 if you have questions regarding these
comments.
In this regard, please do not hesitate to contact Michele Gohlke,
Branch Chief, at (202)551-3327.


      							Sincerely,



								Kevin Vaughn
								Reviewing Accountant


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Mr. Wen Chung Lin
Siliconware Precision Industries Co., Ltd.
January 9, 2006
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