Mail Stop 6010


      April 24, 2006


Ms. Eva Chen
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 Ms. Chen:

      We have reviewed your filings and your response letter dated
March 30, 2006 and we have the following comment.  Where
indicated,
we think you should revise your documents in future filings in
response to this comment. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In our comment, 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 comment 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, page F-11

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

1. Please refer to prior comment 1 from our letter dated January
9,
2006.  We note from your response dated March 30, 2006 that the
effect of the proper application of SFAS 133 and related guidance
is
material to your 2002 results as previously reported.  As such,
upon
the filing of your Form 20-F for the year ended December 31, 2005,
please restate prior period financial statements including 2002,
2003
and 2004, to account for these embedded derivatives in accordance
with the aforementioned guidance.  In this regard, please include
the
disclosures required by paragraph 37 of APB 20 in the footnotes to
the financial statements.  Please also revise the US GAAP
information
included in your Selected Financial Data table as a result of
these
corrections and include a footnote to that table that clearly
describes the nature of the restatement.

      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




Mr. Wen Chung Lin
Siliconware Precision Industries Co., Ltd.
April 24, 2006
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