SecProbe.io

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                         SIMPSON THACHER & BARTLETT LLP
                             ("CHINESE CHARACTERS")

                                AMERICAN LAWYERS
                             ICBC TOWER, 7(TH) FLOOR
                                  3 GARDEN ROAD
                                    HONG KONG
                                 (852) 2514-7600

                                      ---

                           FACSIMILE: (852) 2869-7694

DIRECT DIAL NUMBER                                                E-MAIL ADDRESS
011-852-2514-7660                                             dfertig@stblaw.com

                                                               November 23, 2005

                 Re: SILICONWARE PRECISION INDUSTRIES CO., LTD.
                     FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2004
                     FILE NO. 000-30702

Ms. Michele Gohlke
Branch Chief
Ms. Tara Harkins
Staff Accountant
Mr. Kevin Vaughn
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Office 3536
Washington, D.C. 20549

Dear Ms. Gohlke, Ms. Harkins, and Mr. Vaughn:

     On behalf of Siliconware Precision Industries Co., Ltd. (the "COMPANY"),
set forth below are the Company's responses to the comment letter of the U.S.
Securities and Exchange Commission dated September 23, 2005 (the "COMMENT
LETTER") with respect to the above-referenced annual report on Form 20-F (the
"FORM 20-F"). Please note that the addressee of the Comment Letter, Mr. Wen
Chung Lin, has retired from the Company. The Company's new Chief Financial
Officer is Ms. Eva Chen.

     For your convenience, we have reproduced the comments from the Commission's
staff (the "STAFF") in the order provided followed by the Company's
corresponding response.

<PAGE>

Form 20-F for the year ended December 31, 2004
Operating and Financial Review and Prospects, page 34
Summary of Unaudited Historical Quarterly Results of Operations, page 44

1.   In future filings, when presenting selected quarterly financial data,
     please revise to fully comply with Item 302 of Regulation S-K.

     The Company duly notes the Staff's comment. The Company advises the Staff
that subsequent to the Company's initial public offering, it has presented
quarterly financial data in the form presented in the Company's annual report on
Form 20-F. As a foreign private issuer, the Company submits that it need not
comply with the requirements of Item 302, and accordingly, in future filings the
Company does not intend to include quarterly financial data. To the extent that
the Company chooses to include quarterly financial data in its future annual
reports, the Company undertakes to comply with the provisions of Item 302.

Item 15, Controls and Procedures, page 79

2.   We note your statement that the chief executive officer and chief financial
     officer have concluded that the company's disclosure controls and
     procedures are effective "except as disclosed in the following paragraphs
     below." Given the exceptions noted, it remains unclear whether your chief
     executive officer and chief financial officer have concluded that your
     disclosure controls and procedures are effective. Please tell us and
     revised your future filings to state, in clear and unqualified language,
     the conclusions reached by your chief executive officer and your chief
     financial officer on the effectiveness of your disclosure controls and
     procedures. For example, if true, you can state that your disclosure
     controls and procedures are effective including consideration of the
     identified matters, so long as you provide appropriate disclosure
     explaining how the disclosure controls and procedures were determined to be
     effective in light of the identified matters. Otherwise, you can state that
     given the identified matters, your disclosure controls and procedures are
     not effective.

     The Company respectfully submits that, in considering the effectiveness of
the Company's disclosure controls and procedures, the Company and its chief
executive officer and chief financial officer have taken into account the areas
in which it is attempting to strengthen its disclosure controls and procedures,
including the weaknesses identified by the Company's independent auditors. Based
on this assessment, including consideration of the identified matters, the
Company's chief executive officer and chief financial officer have concluded
that the Company's disclosure controls and procedures are effective. The Company
will revise its future filings to this effect (taking into account any potential
changes in circumstances that may occur between now and the time of any future
filings). The Company also refers the Staff to its response to Comment #4 below,
which details the actions the Company has taken to remedy the identified
weaknesses. As noted in that response, the Company believes that the
deficiencies identified by its independent auditors have been remedied as of the
date hereof.

3.   We note the language that appears after the word "effective" does not fully
     comply with the definition of disclosure controls and procedures as
     contained in Rule 13a-15(e) of the Exchange Act. Please revise your future
     filings to remove this language. Alternatively, if
<PAGE>

     you elect to retain the language appearing after the world "effective,"
     please revise your future filings to ensure the language complies with the
     definition of disclosure controls and procedures contained in Rule
     13a-15(e) of the Exchange Act.

     The Staff's comment is duly noted. The Company will delete the
non-compliant language in its future filings with the Commission.

4.   Tell us and revise your future filings to disclose in detail the nature of
     the weaknesses identified in your disclosure. Within your discussion,
     clarify whether the weaknesses are material weaknesses as defined by AU
     Section 325. Disclose when the weaknesses were identified, by whom it was
     identified and when the weaknesses first began. Include the specific steps
     that the company has taken, if any, to remediate the weaknesses and
     disclose whether the company believes that the weaknesses still exists at
     the end of the period covered by the report.

     In May 2005, the Company's independent auditors, PricewaterhouseCoopers
("PwC"), notified the Company's Board of Directors of certain reportable
conditions (as defined in AU Section 325) in the Company's internal controls
that PwC had identified in connection with PwC's audit of the Company's
consolidated financial statements for the year ended December 31, 2004. In
particular, PwC noted:

(1)  Following the Company's adoption of a new application controls system in
     late 2002, the Company's corresponding system controls policy
     (specifically, the policy relating to its inventory cost program) was not
     updated to reflect the new controls that were put in place, resulting in an
     inconsistency between the policy and actual operations;

(2)  Historically, the Company lacked appropriate documentation for or retention
     of certain customer transaction data for the purpose of verifying the
     Company's revenue recognition practices; and

(3)  Beginning in 2004, the Company failed to accurately maintain certain
     records of certain repaid loans.

     Nevertheless, PwC did not identity these reportable conditions as material
weaknesses (as defined by AU Section 325). In response to PwC's findings, the
Company's senior management, under the supervision of the Board of Directors,
made a further evaluation and undertook steps to strengthen the Company's
controls and procedures as necessary to resolve the reportable conditions
identified by PwC. The Company's management promptly responded to the
independent auditors' findings by implementing the following remedial measures:

(1)  Updating the Company's program development policies to accurately reflect
     the inventory cost program development controls that the Company
     implements. These updates and revisions were completed in July 2005.
<PAGE>

(2)  Declaring the revenue recognition policies of the Company on its quotations
     to customers and enhancing its system for retaining related written
     records. These new procedures were in place in the third quarter of 2005.

(3)  Correcting the records of loan repayments. In February 2005, the Company
     completed correction of the recording of the repayment of loans.

     The Company believes that the measures it has taken since these reportable
conditions were identified by PwC have resolved these conditions. However, the
Company's independent auditors have not yet verified the Company's responses to
the reportable conditions as audit of the Company's financial statement for the
year ending December 31, 2005 has not yet been conducted.

Notes to Consolidated Financial Statements, page F-13
Note 28: U.S. GAAP Reconciliation, page F-47
General

5.   We note that you present "recovery of loss on obsolescence and decline in
     market value of inventory" within your statement of cash flows on page F-9
     and that you do not disclose this as a reconciling item within your ROC
     GAAP to U.S. GAAP reconciliation. Tell us and revise your future filings to
     disclose what events cause you to record a recover of loss on obsolescence
     and decline in market value. Tell us how your U.S. GAAP accounting policies
     comply with SAB Topic 5BB.

     The Company evaluates its inventory based on the lower of cost or market
value. Inventory written down to lower of cost or market is carried at the new
cost basis and the amount will not be restored unless the inventory is sold or
disposed. The Company believes these policies comply with SAB Topic 5BB. Based
on this policy, in 2002, the Company identified certain inventories with a net
realizable value lower than cost and, accordingly, made provisions against these
inventories. Since 2003, the Company has disposed of or sold these particular
inventories. As a result, excess provisions were reversed and reported as a
recovery of loss on obsolescence in both 2003 and 2004.

6.   We see your disclosures on page F-16 and F-25 regarding your convertible
     bonds. We note that each of the two sets of Euro convertible bonds contain
     premium put options whereby the holder may redeem the bonds at certain
     dates for a premium over par value. We further note that if the put option
     expires unexercised, the holder is only entitled to receive par value at
     the maturity date. We also note that there are also conversion terms
     associated with each of the two sets of Euro convertible bonds. Your ROC
     GAAP accounting policy indicates that you recognize the excess of the
     stated redemption price and the par value as interest expense and
     compensation interest payable using the effective interest method during
     the period from the issuance date the last redemption date. Following the
     latest redemption date, for any redemption rights that have not been
     exercised, you amortize the remaining compensation interest payable through
     the maturity date using the effective interest method. Finally, we
<PAGE>

     note there are no items relating to this debt on your US GAAP
     reconciliation. Please respond to the following questions:

     o    Based on your disclosures beginning on page F-25, it appears that the
          maturity date and the latest redemption date are essentially the same
          for both sets of Euro convertible bonds. Please tell us the maturity
          dates for each of the outstanding sets of Euro convertible bonds and
          clarify your disclosures in future filings to clearly state the
          maturity dates for all outstanding debt.

     o    Tell us how your accounting under U.S. GAAP differs from your
          accounting under ROC GAAP and explain why you did not present a
          reconciling item to reflect that difference. Tell us the amount of any
          adjustments not presented and revise future filings to disclose your
          accounting policy under U.S. GAAP.

     o    Otherwise, explain how the accounting you describe under ROC GAAP is
          consistent with U.S. GAAP.

     o    Tell us how your U.S. GAAP accounting for the embedded put option
          together with the conversion terms complies with the provisions of
          paragraphs 12-13 of SFAS 133, as amended, EITF 85-29 and paragraphs
          3(a)(2) and 7(a) of FIN 45.

     o    Tell us and revise your future filings to disclose how your accounting
          for the conversion features of these bonds under U.S. GAAP complies
          with the provisions of EITF 98-5 and EITF 00-27. Please address how
          your accounting considers the contingencies relating to the conversion
          features.

     o    Maturity dates for each outstanding Euro convertible bond:

          Two five-year Euro convertible bonds issued by the Company were
          outstanding at the end of December 31, 2004. The maturity dates and
          latest redemption dates for the two bonds are set forth as follows:

<Table>
<Caption>
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                                                        Maturity date      Latest redemption dates
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<S>                                                     <C>                <C>
Euro convertible bond issued on January 28, 2002        January 28, 2007   December 29, 2006
-------------------------------------------------------------------------------------------------------
Euro convertible bond issued on February 5, 2004        February 5, 2009   January 29, 2009
-------------------------------------------------------------------------------------------------------
</Table>

          The Company will include this information in future filings as
          requested by the Staff.

     o    Accounting for embedded put options:

          The Company's Euro convertible bonds contain put options or premium
          put options that permit bondholders to choose one of the following:
          (1) to convert the debt to equity of the issuer, or (2) to cash-out at
          the par value of the bond or at a multiple of the par value of the
          bond at certain dates prior to maturity. Under U.S. GAAP, the embedded
          combination feature of a put option and conversion option does not
          qualify for the scope
<PAGE>

          exception in paragraph 11(a) of SFAS 133. Therefore, the compound
          embedded derivative instrument should be bifurcated and accounted for
          separately from the host contract. Based on EITF 00-19, the derivative
          should be accounted for as a liability and subsequently measured at
          fair value because the instrument gives bondholders a choice of
          net-cash settlement or settlement in shares. The fair value of the
          compound instrument is based on the present value of management's best
          estimate of future cash flows. Under ROC GAAP, the embedded put
          options in connection with convertible bonds do not require separate
          accounting.

          Based on the above, the differences in respect of the Company's two
          Euro convertible bonds, depending on whether the calculation is done
          according to ROC GAAP or U.S. GAAP, amounted to approximately NT$11
          million in 2002, NT$46 million in 2003, and NT$40 million (or US$1.3
          million, using the December 31, 2004 exchange rate of US$1.000
          NT$31.74