6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

Dated February 17, 2009

Commission File Number 001-31731

Chunghwa Telecom Co., Ltd.

(Translation of Registrant’s Name into English)

21-3 Hsinyi Road Sec. 1,

Taipei, Taiwan, 100 R.O.C.

(Address of Principal Executive Office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of form 20-F or Form 40-F.)

Form 20-F      x        Form 40-F              

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes                  No      x    

(If “Yes” is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 17, 2009

CHUNGHWA TELECOM CO., LTD.
By:	/s/ Joseph C.P. Shieh
Name:	Joseph C.P. Shieh
Title:	Senior Vice President & CFO

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Index to Exhibits

Exhibit	Description
99.1	To announce the board approved a preliminary plan for the replacement of share certificates for capital reduction
99.2	To announce the completion of registration of capital reduction
99.3	Notice given before the offer and issuance of shares pursuant to Articles 252 and 273 of the Company Act and the delivery of shares or the distribution of dividends

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EX-99.1

Exhibit 99.1

To Announce the Board Approved a Preliminary Plan for the Replacement of Share Certificates for Capital Reduction

1. Date of the board of directors resolution: 2008/12/26

2. Record date of the capital reduction: 2008/12/30

3. Operations plan for replacement of share certificates for capital reduction:

(1) The preliminary plan for the replacement of share certificates for 2008 capital reduction was based on the Articles of Incorporation and Taiwan Stock Exchange Corporation Procedures for Replacement of Share Certificates.

(2) The shares to be converted include only the listed common shares which amounted to 11,608,363,563 shares with par value NT$10, or NT$116,083,635,630.

(3) The amount and the number of shares of the capital reduction will be NT$19,115,553,820 and 1,911,555,382 shares, respectively.

(4) Capital reduction ratio: 16.46705301419%. Every thousand shares will be converted to 835.329469858 shares (i.e. every thousand shares decrease 164.670530142 shares).

(5) Total shares and amount of common shares after the capital reduction: 9,696,808,181 shares; par value NT$10; paid-in capital for common shares: NT$96,968,081,810.

(6) The new share certificates for the capital reduction (all issued in scripless form) will be calculated according to each shareholder’s ownership registered on the book on the record date of the capital reduction. For every share held, shareholders will receive 0.835329469858 new share. For the fractional common shares resulting from the capital reduction, the Company will pay the shareholders cash based on the closing price on the last trading day before the record date of the conversion, chopped off to whole NT dollars. The Chairman is hereby authorized to offer designated persons to purchase all the fractional shares at the closing price.

(7) Schedule:

a. The record date of the replacement of share certificates is preliminarily set to be 2009/03/09 and the conversion of new shares will begin on 2009/03/20 (scripless shares issuance).

b. Book closing dates: From 2009/03/05 to 2009/03/19

c. Trading suspension period: From 2009/03/03 to 2009/03/19

d. The new shares will be listed on 2009/03/20 and replace original shares.

e. Payment date of the returned cash capital: 2009/03/20

(8) Conversion procedure:

a. Since the Company has issued negotiable securities in scripless form, for the shareholders who do not have a centralized custody account, please open one with your current security firm to ensure the operation of the conversion.

b. For the shareholders who hold physical share certificates and have booked before the book closing date (if not booked yet, please have them booked as soon as possible), please prepare your share certificates and registered chop and apply the conversion with the Company’s transfer agent, Taiwan Securities Co., Ltd., before 2009/03/04.

c. For the shareholders who failed to complete booking before the book closing date, please prepare the share certificates and the notice of transferring and booking, the report of purchasing or the tax record of the trades, a list of the numbers of the withdrawing shares and a copy of both sides of your ID and register the conversion with the Company’s transfer agent, Taiwan Securities Co., Ltd., after 2009/03/20.

d. The Taiwan Depository & Clearing Corporation will convert all the shares which have been deposited in centralized custody accounts in scripless form on the first trading date of the new shares for future trading.

e. Location of the application for conversion: B1, No. 96, Sec.1, Chien-Kuo N. Rd., Department of Stock Affairs Agent, Taipei, Taiwan Securities Co., Ltd., Telephone: 02-25048125.

(9) The plan will be implemented after it is approved by the TSEC. The Company will send a notice to each shareholder before the listing of the new shares.

4. Record date of the replacement of share certificates: 2009/03/09

5. Rights and obligations of the new shares after the capital reduction: The new shares will have the same rights and obligations as the original shares.

6. Anticipated listing date for the new shares: 2009/03/20

7. Any other matters that need to be specified: The Board authorized the Chairman to reset the record date of the replacement of share certificates and the related schedule in accordance with the authority’s operation schedule if necessary.

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EX-99.2

Exhibit 99.2

To Announce the Completion of Registration of Capital Reduction

1. Date of the Competent Authority’s approval of the capital reduction: 2008/12/26

2. Date of completion of capital amendment registration: 2009/01/15

3. Effect on the company financial report (including any discrepancy between the amount of paid-in capital and the number of shares outstanding and the effect on net worth per share):

(1) Before the capital reduction: The paid-in capital for common stock is NT$116,083,635,630; the outstanding shares amounted to 11,608,363,563 shares and book value per share is NT$34.41.

(2) After the capital reduction: The paid-in capital for common stock is NT$96,968,081,810; the outstanding shares amount to 9,696,808,181 shares and book value per share is NT$39.23.

(3) The aforementioned information is based on the unaudited financial report of the record date of capital reduction on 2008/12/30.

4. Share conversion operations plan:

(1) The shares to be converted include only the listed common shares which amounted to 11,608,363,563 shares with par value NT$10, or NT$116,083,635,630.

(2) The amount and number of shares of the capital reduction will be NT$19,115,553,820 and 1,911,555,382 common shares, respectively; this is to increase EPS and improve rate of return. In accordance with the regulation of Article 168 of the Company Act, reduction of holding shares should be on a pro rata basis based on a capital reduction ratio, which is 16.46705301419%.

(3) Total shares and amount of common shares after the capital reduction: 9,696,808,181 shares; par value NT$10; paid-in capital for common shares: NT$96,968,081,810.

(4) Every common share will be converted to 0.835329469858 of a share (scripless shares issuance). For the fractional common shares resulting from the capital reduction, the Company will pay the shareholder cash based on the closing price on the last trading day before the record date of the conversion, chopped off to whole NT dollars. Shareholders can go to our transfer agent to apply for consolidation of fractional shares that amount to less than one share within five days of the book closing date. The Chairman is hereby authorized to offer designated persons to purchase all the fractional shares at the closing price.

(5) Schedule:

a. The record date for the replacement of share certificates is preliminarily set to be 2009/03/09 and the conversion of new shares will begin on 2009/03/20 (scripless shares issuance).

b. Book closing dates: From 2009/03/05 to 2009/03/19

c. Trading suspension period: From 2009/03/03 to 2009/03/19

(ADR is no suspension required)

d. The new shares will be listed on 2009/03/20 and replace original shares.

e. The new shares will have the same rights and obligations as the original shares.

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(6) Conversion procedure:

a. Since the Company has issued negotiable securities in scripless form, for the shareholders who do not have a centralized custody account, please open one with your current security firm to ensure the operation of the conversion.

b. For the shareholders who hold physical share certificates and have booked before the book closing date (if not booked yet, please have them booked as soon as possible), please prepare your share certificates and registered chop and apply the conversion with the Company’s transfer agent, Taiwan Securities Co., Ltd., before 2009/03/04.

c. For the shareholders who failed to complete booking before the book closing date, please prepare the share certificates and the notice of transferring and booking, the report of purchasing or the tax record of the trades, a list of the numbers of the withdrawing shares and a copy of both sides of your ID and register the conversion with the Company’s transfer agent, Taiwan Securities Co., Ltd., after 2009/03/20.

d. The Taiwan Depository & Clearing Corporation will convert all the shares which have been deposited in centralized custody accounts in scripless form on the first trading date of the new shares for future trading.

e. Location of the application for conversion: B1, No. 96, Sec.1, Chien-Kuo N. Rd., Department of Stock Affairs Agent, Taipei, Taiwan Securities Co., Ltd., Telephone: 02-25048125.

5. Any other matters that need to be specified: The Company will send a notice to each shareholder before the listing of the new shares.

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EX-99.3

Exhibit 99.3

Notice Given Before the Offer and Issuance of Shares Pursuant to Articles 252 and 273 of

the Company Act and the Delivery of Shares or the Distribution of Dividends

Notice Number: 1

Subject: Notice on the matters relevant to the capital reduction for cash distribution

1. It is resolved at the extraordinary general shareholders’ meeting on August 14, 2008 that the Company (as defined in 2.1) will reduce capital by NT$ 19,115,553,820, canceling 1,911,555,382 issued and outstanding shares. The proposed reduction of capital has been approved by the Financial Supervisory Committee on December 26, 2008 by letter numbered Jing Guan Jeng Yi Tsu No. 0970068426; and “The Capital Reduction For Cash Distribution Project” (Reduction of Capital) has also been approved by the Taiwan Securities Exchange Limited on January 23, 2009 by letter numbered Tai Jeng Shang Tsu No. 0980001662.

2. In accordance with the requirement under Article 273 of the Company Act, notice is hereby given on the matters relevant to the Reduction of Capital:

2.1 Company Name: Chunghwa Telecom Co., Ltd.

2.2 Principle Business Activities:

1) Telecommunications Enterprise of Type 1 (G901011);

2) Telecommunications Enterprise of Type 2 (G902011);

3) Installation of the Computer Equipment Business (E605010);

4) Telecommunication Equipment Wholesale Business (F113070);

5) Telecommunication Equipment Retail Business (F213060);

6) Telecommunication Engineering Business (E701010);

7) Installation of the Radio-Frequency Equipment whose operation is controlled by the Telecommunication Business (E701030);

8) Information Software Service Business (I301010);

9) Other Designer Businesses [the design of the computer information hardware] (I599990);

10) Rental Business (JE01010);

11) Publishing Business (J304010);

12) Other Wholesale Businesses [telephone card and IC card] (F199990);

13) Management and Consulting Service Business (I103060);

14) Other Corporation Service Businesses [telephone card, IC card, the research and development of the telecommunication facilities and devices, accepting payment on behalf of businesses and institutions, telecommunication equipment inspection services, and agency sale of entry tickets and travel fares] (IZ99990);

15) Other Retail Businesses [telephone card and IC card] (F299990);

16) Online Certification Service Businesses (IZ13010);

17) Supply of Electronic Information Service Businesses (I301030);

18) Information Process Service Businesses (I301020);

19) Telecommunication Account Application Agency Businesses (IE01010);

20) Residential and Commercial Building Development, Rental and Sales Businesses (H701010);

21) Development of Special District/Zone Businesses (H701040);

22) Real Estate Sales Businesses (H703090);

23) Real Estate Rental Businesses (H703100);

24) Waste Disposal Businesses (J101040);

25) Community Common Cable Television Equipment Businesses (J502020);

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26) Exhibition Service Businesses (JB01010);

27) General Advertising Service Businesses (I401010);

28) Department Store Businesses (F301010);

29) Communication Newsletter Businesses (J302010);

30) Industry and Commerce Credit Investigation Service Businesses (JD01010);

31) Public Notarization Businesses (IZ07010);

32) Parking Lot Operation Businesses (G202010);

33) Environmental Assessment Service Businesses (J101050);

34) Computer and Accessories Manufacturing Service (CC01110);

35) Information Storage and Process Equipment Manufacturing Businesses (CC01120);

36) Electronic Component Manufacturing Businesses (CC01080);

37) Other Electrical and Electronic Machinery & Equipment Manufacturing Businesses [IC or Optical Card Scanners] (CC01990);

38) Radio-Frequency Equipment Import Businesses (F401021);

39) General Hotel Business (J901020);

40) Computer and Administrative Device Wholesale Businesses (F113050);

41) Information Software Wholesale Businesses (F118010);

42) Computer and Administrative Device Retail Businesses (F213030);

43) Information Software Rental Businesses (F218010);

44) Energy Service Businesses (IG03010);

45) Engineering Consulting Businesses (I101061);

46) Refrigeration and Air-Conditioning Consulting Businesses (E602011);

47) Automatic Control Equipment Engineering Businesses (E603050);

48) Lighting Equipment Installation (E603090);

49) Non-store Retailer Businesses (F399040);

2.3 Number of Total Issued and Outstanding Shares Before the Capital Reduction of the Company and the Par Value for Such Shares: The registered/authorized capital is NT$ 120,000,000,020, which consists of 12,000,000,000 common shares and two preferred shares; the paid-in capital is NT$116,083,635,650, which consists of 11,608,363,563 common shares and two preferred shares, with par value of NT$10 each.

2.4 Registered Office: No. 21-3, Sec. 1, Hsin-Yi Road, Taipei

2.5 Notification Method: Notified and Announced on the Market Observation Post System

2.6 The Tenure and Number of Directors and Supervisors: The tenure for the one special director and supervisor (who are deemed director or supervisor by the terms of the preferred shares pursuant to the Telecommunications Law and the Articles of Incorporation) is due to end on April 4, 2009; however, the tenure for each of the remaining 13 directors and three supervisors is three years, which is due to end on June 14, 2010.

2.7 Date of the Article of Incorporation: Established on June 11, 1996; and amended on June 19, 2008 for the 11^th time.

2.8 Total Number of Shares after the Reduction of Capital and the Par Value for Such Shares: The paid-in capital becomes NT$96,968,081,830 after this Reduction of Capital, which consists of a total of 9,696,808,181 common shares and two preferred shares with par value of NT$10 each.

2.9 The Total Amount of Capital Reduced, the Par Value (of the Cancelled Shares) and the Method of Canceling Such Shares:

(i) Total amount of capital reduced: NT$19,115,553,820 which consists of a total of 1,911,555,382 shares with par value of NT$10 each.

(ii) Capital reduction ratio: 16.46705301419% with reference to the shareholding of each shareholder recorded on the shareholders’ register book as at the record date of the replacement of share certificates (as defined in 2.11), new shares will be issued to each respective shareholder on a 835.329469858 shares for 1000 shares basis (i.e. every 1000 shares is 164.670530142 shares less). For the

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fractional common shares resulting from the capital reduction, the Company will pay the shareholder cash based on the closing price on the last trading day before the record date of the conversion, rounded down to whole NT dollars. The Chairman is hereby authorized to offer specified persons to purchase all the fractional shares at the closing price.

2.10 Reason for the Reduction of Capital: To improve the Company’s capital structure and improve the return on shareholder’s equity.

2.11 Key Dates and Events:

(i) The record date for the replacement of share certificates is set to be March 9, 2009 and the conversion of new shares will begin on March 20, 2009 (issued in scripless form).

(ii) The Last Date for Entries in The Shareholders’ Register Book: March 4, 2009 (the shareholders who transfer shares privately and settle on March 4, 2009 are entitled to entries in the shareholders’ register book).

(iii) Book closing dates: From March 5, 2009 to March 19, 2009.

(vi) Trading suspension period: From March 3, 2009 to March 19, 2009.

(v) The new shares will be listed on March 20, 2009. From then on the old shares will be forbidden to be traded or settled.

(vi) The rights and obligations attached to the new shares issued after the reduction of capital remain the same as the old shares.

2.12 On March 20, 2009, the repayment of the consideration paid for the cancelled shares will be made to each shareholder by wire transfer or by non-negotiable cheque sent by registered mail. The shareholder will be responsible for the wire transfer fees and the registered mail postage; if the amount of repayment is insufficient to cover the registered mail postage, the cheque will be sent by normal mail instead.

3. The Process and Procedure for the Replacement of Share Certificates (“Transition”)

3.1 Since the Company has issued negotiable securities in scripless form, for the shareholders who do not have a centralized custody account, please open one with your current security firm to ensure the operation of the conversion.

3.2 For the shareholders who hold physical share certificates and have booked before the book closing date (if not booked yet, please have them booked as soon as possible), please prepare your share certificates and registered chop and apply the conversion with the Company’s transfer agent, Taiwan Securities Co., Ltd., before 2009/03/04.

3.3 For the shareholders who failed to complete booking before the book closing date, please prepare the share certificates and the notice of transferring and booking, the report of purchasing or the tax record of the trades, a list of the numbers of the withdrawing shares and a copy of both sides of your ID and register the conversion with the Company’s transfer agent, Taiwan Securities Co., Ltd., after 2009/03/20.

3.4 The Taiwan Depository & Clearing Corporation will convert all the shares which have been deposited in centralized custody accounts in scripless form on the first trading date of the new shares for future trading.

3.5 Location of the application for conversion: B1, No. 96, Sec.1, Chien-Kuo N. Rd., Department of Stock Affairs Agent, Taipei, Taiwan Securities Co., Ltd., Telephone: 02-25048125.

4. Please visit the Market Observation Post System website to locate the financial reports (audited by Deloitte and Touche, Taiwan) for the last three years.

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