Mail Stop 3561
      August 3, 2005


Tan Ho Chen
Chunghwa Telecom Co., Ltd.
21-3 Hsinyi Road, Section1, Taipei
Taiwan, Republic of China

      Re:	Chunghwa Telecom Co., Ltd.
		Amendments No. 1 and No. 2 to Form F-3
      Filed July 28, 2005 and August 1, 2005
		File No. 333-126417

Dear Mr. Chen:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  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 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.  The page numbers mentioned in our comments
refer to those used in the marked courtesy copies of the
amendments.

      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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

* * * * *

1. We note your responses to prior comments 8, 16, and 17 of our
July
27, 2005 letter.  However, we continue to believe that there
should
be disclosure in the registration statement highlighting the risk
to
investors who purchase in the offering if the offering is ruled to
be
illegal following its closing (unless the company does not believe
this is a material risk).  Your disclosure should explain what
remedies are available to investors and describe any risks to the
company arising from the availability of these remedies.

2. We note your response to prior comment 7.  The explanation of
what
an "open tender" is should be included in the prospectus.

3. We note the recent dismissal by the Grand Justices of the
petition
brought by the legislators of the Republic of China.  We note the
added disclosure in your first risk factor highlighting the
dismissal.  Consider adding a similar discussion of the dismissal
in
the Resolutions Passed by the Legislative Yuan section on page 3.

4. We note your responses to prior comments 3 and 12 and the
disclosure under "Transitional Obligations to Employees."  Further
clarify how, if true, the privatization will reduce the company`s
pension obligations.

Control Yuan Corrections, page 87

5. Please explain the meaning of a "correction" issued by the
Control
Yuan.  Briefly explain the Control Yuan`s authority over the
offering.  Discuss the consequences of receiving a "correction,"
particularly with respect to the offering and its validity.  State
whether the issues relating to the "corrections" have been
resolved
and how they were resolved.

Exhibits Index

6. We note the Exhibit Index in Amendments No. 1 and No. 2 do not
list the Chang & Chang opinion as an exhibit.  In your response
letter, please tell us whether the company still intends to file
the
opinion as an exhibit.


* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Ted Yu at (202) 551-3372 or me at (202) 551-
3810
with any other questions.


      					Sincerely,



Larry Spirgel
Assistant Director

??

??

??

??

Tan Ho Chen
Chunghwa Telecom Co., Ltd.
August 3, 2005
Page 1