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 March 13, 2025

Herman Wong
Chief Financial Officer
DESWELL INDUSTRIES INC
10B, Edificio Associacao Industrial De Macau
32 Rua do Comandante Mata e Oliveria , Macao
Special Administrative Region, PRC

 Re: DESWELL INDUSTRIES INC
 Form 20-F filed August 9, 2024
 File No. 001-33900
Dear Herman Wong:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Annual Report on Form 20-F filed August 9, 2024
Introduction, page 3

1. We note that your definition of China or PRC excludes Hong
Kong and Macao.
 In your future filings, please clarify that the legal and operational
risks associated with
 your operating in China also apply to your operations in Hong Kong and
Macao.
Part I
Item 3. Key Information, page 4

2. In your future filings, please clearly disclose which subsidiaries or
entities are
 conducting your business operations and which are holding companies.
Additionally,
 please note which operating subsidiaries are conducting business
operations in China,
 Hong Kong or Macao.
3. In your future filings, please also provide early in the Key Information
section the
 diagram of the company's corporate structure currently included under
the Information
 About the Company section on page 31.
4. Please disclose the location of your auditor s headquarters.
 March 13, 2025
Page 2

5. We note your risk factor disclosure on page 22 that states Deswell
and our PRC
 subsidiaries (i) are not required to obtain permissions from the China
Securities
 Regulatory Commission, or the CSRC, (ii) are not required to go through
 cybersecurity review by the Cyberspace Administration of China, or the
CAC, and
 (iii) have not been asked to obtain or were denied such permissions by
any PRC
 authority. In your future filings, please disclose here in the Key
Information section
 more prominently whether you relied on counsel in determining you are
not required
 to obtain permissions from or complete filings with the CAC and CSRC,
and if you
 did, name your PRC counsel. If you did not rely on counsel, please
revise to discuss
 how you came to that conclusion and explain why you did not need to
consult with
 counsel in that instance. Additionally, please describe the consequences
to you and
 your investors if you or your subsidiaries: (i) do not receive or
maintain such
 permissions or approvals, (ii) inadvertently conclude that such
permissions or
 approvals are not required, or (iii) applicable laws, regulations, or
interpretations
 change and you are required to obtain such permissions or approvals in
the future.
 Additionally, please update your risk factor disclosure accordingly.
Cash Flows through Our Organization, page 5

6. We note your disclosure of the dividends Deswell paid to its investors.
In your future
 filings, please discuss the tax consequences of those dividends paid to
investors.
 Additionally, please quantify any dividends or distributions that a
subsidiary, not just
 the PRC subsidiaries, has made to the holding company and which entity
made such
 transfer, and their tax consequences.
Risks Related to Doing Business in China, page 18

7. Given the Chinese government s significant oversight and discretion
over the conduct
 and operations of your business, in your future filings please revise to
describe any
 material impact that intervention, influence, or control by the Chinese
government has
 or may have on your business or on the value of your securities.
Highlight separately
 the risk that the Chinese government may intervene or influence your
operations at
 any time, which could result in a material change in your operations
and/or the value
 of your securities. We remind you that, pursuant to federal securities
rules, the term
 control (including the terms controlling, controlled by,
 and under common
 control with ) means the possession, direct or indirect, of the
power to direct or
 cause the direction of the management and policies of a person, whether
through the
 ownership of voting securities, by contract, or otherwise.
Summary of Risk Factors, page 6

8. In your future filings in your summary of risk factors, please disclose
the risks that
 your corporate structure and being based in or having the majority of
the company s
 operations in China poses to investors. In particular, describe the
significant
 regulatory, liquidity, and enforcement risks. For example, specifically
discuss risks
 arising from the legal system in China, including risks and
uncertainties regarding the
 enforcement of laws and that rules and regulations in China can change
quickly with
 little advance notice; and the risk that the Chinese government may
intervene or
 influence your operations at any time, or may exert more control over
offerings
 March 13, 2025
Page 3

 conducted overseas and/or foreign investment in China-based issuers,
which could
 result in a material change in your operations and/or the value of your
securities.
 Acknowledge any risks that any actions by the Chinese government to
exert more
 oversight and control over offerings that are conducted overseas and/or
foreign
 investment in China-based issuers could significantly limit or
completely hinder your
 ability to offer or continue to offer securities to investors and cause
the value of your
 securities to significantly decline or be worthless.
General

9. Please create a separate Enforceability of Civil Liabilities section for
the discussion of
 the enforcement risks related to civil liabilities due to your officers
and directors being
 located in China or Hong Kong. Please identify each officer and/or
director located in
 China or Hong Kong and disclose that it will be more difficult to
enforce liabilities
 and enforce judgments on those individuals. For example, revise to
discuss more
 specifically the limitations on investors being able to effect service
of process and
 enforce civil liabilities in China, lack of reciprocity and treaties,
and cost and time
 constraints.
Exhibit 12 - Certification, page 1

10. The certifications provided as Exhibit 12.1 and Exhibit 12.2 for your
Form 20-F for
 fiscal year ended March 31, 2024 do not include paragraph 4(b) referring
to your
 internal control over financial reporting. Please include the
 appropriate certification language in future filings.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Jeanne Baker at 202-551-3691 or Al Pavot at 202-551-3738
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with
any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
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