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Letters to the SEC

 September 2, 2005

 Ms. Jill Davis

 Branch Chief

 Securities and Exchange Commission

 United States Securities

 100 F Street, N.E.

 Washington, D.C. 20002

 Dear Ms. Davis:

 This is in response to your letter dated August 19, 2005 relating to the Form
20-F filing of DSG International Limited for fiscal year ended December 31, 2004. We enclose a copy of the amendment to the Form 20-F for fiscal year ended December 31, 2004. The following is our response keyed to your comments:

1.
Please revise the opening sentence to indicate that management conducted its evaluation as of the end of the period covered by the report as required by Item 15(a) of Form
20-F. See also Exchange Act Rule 13a-15(b)(1).

 The opening sentence has been revised to indicate that management conducted its evaluation as of the end of the period.

2.
Disclose in greater detail the nature of the reportable conditions identified by your auditors and alluded to in your disclosure. In this regard, also disclose the specific
steps that the company has taken, if any, to remediate the reportable conditions and disclose whether the company believes that the reportable condition still exists at then end of the period covered by the report.

 Text has been added describing in greater detail the nature of the
reportable conditions identified by the Company’s auditor. The Company has not yet taken specific steps to remediate the reportable condition, such as hiring additional accounting personnel with greater financial reporting expertise so that the
Company believes that the reportable condition still exists at the end of the period covered by the report.

 Jill Davis

 September 2,
2005

 Page 2

3.
Disclose the changes in internal controls over financial reporting that occurred during the period covered by the annual report as required by Item 15(d) of Form 20-F. We
note your statement that “otherwise that discussed above, there have been no significant changes...” Revise to state clearly, if correct, that there were changes in your internal control over financial reporting that occurred during this
period that have materially affected, or are reasonably likely to materially affect, your internal control over financial reporting.

 As there have been no changes in internal controls over financial reporting that occurred during 2004 referred to, the Company has deleted the words
“otherwise than discussed above…”

4.
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
“subject to the disclosures and limitations noted above.” This statement makes it unclear whether your chief executive officer and chief financial officer have concluded that your disclosure controls and procedures are effective. Please
revise your disclosure 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,
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. Or, if true, you can state that given
the identified matters, your disclosure controls and procedures are not effective. You should not, however, state the conclusion in your current disclosure, which appears to state that your disclosure controls and procedures are effective subject to
the extent they are not effective.

 Certain language has been deleted including the clause “subject to the disclosures and limitations noted above” but it is true that the chief executive officer and chief financial officer have concluded that the disclosure,
controls and procedures are effective notwithstanding the matters reported by the Company’s auditors. We intend to implement improvements to the policies and procedures to maintain an adequate system of internal control over financial
reporting. In addition, the Company also intends to hire additional qualified resources to prepare the Company to comply with the new internal control over financial reporting certification requirements.

 Jill Davis

 September 2,
2005

 Page 3

 Please feel free to call me at 678.957.9989 or our company counsel Mr. Robert E. Sullivan at 415.983.1361.

 Very truly yours,

 Peter Chang

 Chief Financial Officer

 Enclosures

 September 2, 2005

 Ms. Jill Davis

 Branch Chief

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-7010

 Dear Ms. Davis:

 In connection with responding to the comments in your letter dated August 19, 2005 the company acknowledges that:

•

the company is responsible for the adequacy and accuracy of the disclosure in the filing; and

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 I can be contacted at 678.957.9989 if you should have any
further questions.

 Sincerely,

 Peter Chang

 Chief Financial Officer

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 20-F

¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 OR

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2004

 OR

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from              to
            .

 Commission file number 000-19804

 DSG INTERNATIONAL LIMITED

 (Exact name of Registrant as specified in its charter)

 (Translation of Registrant’s name into English)

 British Virgin Islands

 (Jurisdiction of incorporation or organization)

 17/F Watson Centre, 16-22 Kung Yip Street, Kwai Chung

 Hong Kong

 Tel.
No. 852-2484-4820

 (Address of principal executive office)

 Securities registered or to be registered pursuant to Section 12(b) of the Act.

 Title of each Class

 Name of each exchange on which registered

None

 Securities
registered or to be registered pursuant to Section 12(g) of the Act.

 Ordinary Shares, par value

 $0.01 per share (“Ordinary Shares”)

 (Title of Class)

 (Title of Class)

 Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act.

 None

 (Title of Class)

 Indicate the number of outstanding shares of each of the
issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 Ordinary Shares              7,258,316

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

 Indicate by check mark which financial statement item the registrant has
elected to follow.    ¨  Item 17    x  Item 18

 (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)

 Indicate by check mark whether the registrant has
filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    ¨  Yes    ¨  No

 PART I

 Item 1. Identity of Directors, Senior Management and Advisors.

 Not applicable.

 Item 2. Offer Statistics and Expected Timetable.

 Not applicable.

 Item 3. Key Information.

A.
Selected Financial Data

 The information required is contained in the Selected Consolidated Financial Data of the Annual Report to Shareholders, and is incorporated herein by
reference.

B.
Capitalization and Indebtedness

 The information required is contained in the Consolidated Balance Sheets and Consolidated Statements of Shareholders’ Equity of the Annual Report to
Shareholders, and is incorporated herein by reference.

C.
Reasons for the Offer and Use of Proceeds

 Not applicable.

D.
Risk Factors

 Among the factors that have a direct effect on the results of operations and financial condition of DSG International Limited (the “Company”)
are the following:

1.
Raw Material Cost

 The upward trend for the major raw material components continued in 2004. The operating results in all of our segments were affected adversely by this
factor. Most raw materials used by the Company are oil based by-products which are highly volatile both in price and unpredictable demand. In addition to maintaining multiple sources, the Company has entered into various short-term supply contracts
to effectively manage the volatility on supply and pricing. While the Company continues to implement programs to drive the cost out, it is difficult to predict that these measures will be adequate to offset raw material cost increases and shortage
of supplies.

 - 1 -

2.
Branded Product Innovation

 Patents and other intellectual property rights are an important competitive factor in the disposable diaper market, mostly because of the industry
emphasis in product innovations. Patents held by the main competitors could severely limit the Company’s ability to keep up with branded product innovations, by prohibiting the Company from marketing product with comparable features.

3.
Pricing and Volumes

 The market position of the Company’s main global competitors, the Procter & Gamble Company (“P&G”) and Kimberly-Clark Corporation
(“KC”), relative to the Company, varies from one geographic area to another; but due to their substantial financial, technical, marketing, manufacturing, logistics and personnel resources, both of these major manufacturers have the ability
to exert significant influence in price and volumes, and gain substantial market share in any of their marketing areas. They have heavily promoted diapers in the multi-pack configuration. These packages offer a lower unit price than previously
available to the retailer and consumer. It is possible that as a consequence of this strategy, in those geographic markets in which the main competitors have adopted it, the Company may realize lower selling prices and/or lower sales volume. As a
result, the intense competition in the markets may result in pricing pressure, lower sales and reduced margins. The Company’s business and operating results could be materially and adversely affect by these continuing competitive pressures and
the Company may be unable to compete successfully with these main competitors in the future.

 In early 2005, both P&G and KC had announced price increases of approximately 5%. This increase is attributed to the substantial increased costs of raw material. Although it presents opportunities for the Company
to improve its margin, there is no guarantee that the Company can be successful to put through the price increase.

4.
Increased Cost

 On May 21, 2001, the Company entered into an agreement with P&G to settle any potential liability of the Company which may have existed with respect
to any past infringement on P&G patents prior to January 1, 2001 and to agree on royalty payments relating to sales on certain of the Company’s products in the Asian Pacific and Australian region after December 31, 2000. A similar agreement
with P&G was entered into in 1998 relating to the North American region that provides for payments of royalty fees based on a percentage of certain products sold after December 31, 1997 within the North American region.

 On September 12, 2003, the Company entered into another agreement with
P&G to resolve any possible dispute between the parties related to a patent. This agreement grants a royalty bearing non-exclusive rights to use certain features for certain products produced by the Company’s North American region. The
royalty fee is calculated based on percentage of the products sold and recorded as selling, general and administrative expenses in the consolidated statements of operations.

 - 2 -

 The Company believes that the royalty being charged by P&G under its respective license agreements is
approximately the same royalty that will be paid by its major competitors for similar patent rights. However, these royalties will continue to have an adverse impact on the Company’s future financial condition and results of operations as
compared to pre-settlement.

5.
Increased Financial Leverage

 The Company’s short and long-term debts were $51.9 million as of December 31, 2004, an increase of $15.9 million from $36.0 million last year. The
debts bear various interest rates as of December 31, 2004 ranging from 2.3% to 8.5%. The existing level of the Company’s financial leverage could adversely affect the Company’s ability to obtain additional financing for working capital,
acquisitions or other purposes and could make the Company more vulnerable to economic crisis in the different geographical markets and to competitive pressures from its main competitors. The global uprising trend in interest rates could also
adversely affect the Company’s financial performance.

 As
a substantial portion of the Company’s available cash from operations will have to be applied to meet debt service requirements, the Company’s liquidity could be affected as well as its ability to fund capital expenditures.
Notwithstanding, the Company believes that its cash flow from operations and other sources of liquidity will be adequate to meet its requirements for working capital, capital expenditures, interest payment and scheduled principal payment for the
foreseeable future. However, if the Company is unable to generate sufficient cash flow from operations in the future, it may be required to refinance all or a portion of its existing debt or obtain additional financing. There is no assurance that
this additional financing could be obtained or if obtained, would be on terms favorable to the Company.

6.
Litigation Risk

 As the Company operates in an industry in which patents are numerous and are enforced vigorously, the Company and its subsidiaries are from time to time
involved in legal matters.

 The Company is currently not
defending itself in any significant litigation matters. Although it cannot be certain, in management’s opinion, none of the legal proceedings in which the Company is currently involved, individually or in the aggregate, is expected to have a
material adverse effect on the Company’s business, financial condition or results of operation.

7.
Worldwide Political, Economic, Legal and Other Uncertainties

 The Company is incorporated in the British Virgin Islands and has operating subsidiaries incorporated in Hong Kong, the United States, The United Kingdom,
the People’s Republic of China (“PRC”), Thailand, Indonesia and Malaysia. The Company manufactures and distributes baby diapers, training pants and adult incontinence products in North America, Europe, Greater China and South East
Asia regions. The global operations may render the Company subject to political, economic risks and legal uncertainties, including the changes in economic and political conditions and government policies;

 - 3 -

 wars, civil unrest, acts of terrorism and other conflicts; changes in tariffs, trade agreements and taxation and
limitation of repatriation of funds due to foreign exchange controls. The occurrence or consequences of any of the aforesaid factors may restrict the Company’s ability to operate in the affected region and decrease the profitability of the
Company’s operations in that region.

 Item 4. Information on the
Company.

A.
History and