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    CARRIE LEAHY

    CLEAHY@BODMANLAW.COM

    734-930-0120

    December 6, 2023

    BODMAN PLC

    SUITE 400

    201 SOUTH DIVISION STREET

    ANN ARBOR, MICHIGAN

    48104734-930-2494 FAX

    734-761-3780

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention:

    Ms. Jennifer Gowetski

    Mr. Andrew Mew

 Re: Deswell Industries, Inc.

Amendment No. 1 to Form 20-F for the Fiscal Year Ended March 31,

 2023; Response dated December 6, 2023

File No. 001-33900

Dear Ladies and Gentlemen:

  On behalf of our client, Deswell Industries, Inc., a company organized under the laws of the British Virgin Islands (the “Company”), we respond to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated November 22, 2023 (the “November 22 Comment Letter”), relating to the Company’s Amendment No. 1 to the annual report on Form 20-F for the fiscal year ended March 31, 2023 filed with the Commission on September 28, 2023 (the “Amendment”).

Set forth below are the Company’s
responses to the Staff’s comments in the November 22 Comment Letter. The Staff’s comments are retyped below in bold italic
font for your ease of reference.

Amendment No 1. to Form 20-F
for the Fiscal Year Ended March 31, 2023 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 2.

 1. We note your statement that you reviewed your register of shareholders and public filings made by
its officers, directors and shareholders in connection with your required submission under paragraph (a). Please supplementally describe
any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such
as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed
and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

DETROIT | TROY | ANN ARBOR | CHEBOYGAN | GRAND RAPIDS

December 6, 2023

Page 2

In connection with the required
submission under paragraphs (a), (b)(2) and (b)(3) of Item 16I, the Company respectfully submits that
the Company previously had reviewed and was familiar with the following publicly available documents:

 ● The
                                            beneficial ownership report on Schedule 13 D/A filed by Richard Pui Hon Lau on May 4, 2023
                                            with respect to the Company’s securities.

 ● The
                                            beneficial ownership report on Schedule 13 D/A filed by Richard Pui Hon Lau on October 28,
                                            2022 with respect to the Company’s securities.

 ● The
                                            beneficial ownership report on Schedule 13 D/A filed by Richard Pui Hon Lau on July 6, 2022
                                            with respect to the Company’s securities.

 ● The
                                            beneficial ownership report on Schedule 13 D/A filed by Richard Pui Hon Lau on January 28,
                                            2022 with respect to the Company’s securities.

The Company has not relied upon
any legal opinions or third-party certifications such as affidavits as the basis of its submission. To the Company’s best knowledge,
after examining the Company’s register of shareholders and public filings made by its officers, directors and shareholders (including
the aforementioned Schedule 13 D/As), no shareholder beneficially owned 5% or more of the Company’s total outstanding shares and
voting power as of June 30, 2023 (the most recent practicable date disclosed in Form 20-F), except for the family of Richard Pui Hon Lau,
the Company’s prior Chairman of the Board of Directors until his passing on June 12, 2023, which beneficially owned approximately
61.7% of the Company’s outstanding common shares, and Chin Pang Li, a long-time member and current Chairman of the Board of Directors
owned approximately 10.1% of the Company’s outstanding common shares. The Company believes such reliance on the public filings is
reasonable and sufficient, because major shareholders are legally obligated to file beneficial ownership schedules with the Commission.

Also, given the controlling
ownership of the family of Richard Pui Hon Lau and the ownership of Chin Pang Li, the Company is not owned or controlled by a governmental
entity in a foreign jurisdiction.

On the other hand, since each
of the Company’s consolidated entities is 100% owned, directly or indirectly, by the Company, the Company did not rely upon additional
documentation, to reach its conclusion that none of the consolidated entities is owned or controlled by any foreign government entities.

Amendment No 1. to Form 20-F
for the Fiscal Year Ended March 31, 2023 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 3.

December 6, 2023

Page 3

 2. In order to clarify the scope of your review, please supplementally describe the steps you have
taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of
the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations
with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied
upon third party certifications such as affidavits as the basis for your disclosure.

The Company respectfully submits that it had reviewed
publicly available information and its internal records and conducted inquiries to the members of the board of directors of the Company
and its consolidated foreign operating entities to determine whether each of such individuals is an official of the Chinese Communist
Party. Based on information provided by the applicable individuals, members of the Company’s board of directors did not have current
or prior memberships on, or affiliations with, committees of the Chinese Communist Party. The Company did not rely upon third-party certifications
as the basis for disclosure and does not believe such third-party certifications are appropriate or necessary to its determination.

After taking the foregoing steps, nothing has
come to the Company’s attention suggesting that any such individual is an official of the Chinese Communist Party or has any memberships
or affiliations that could reasonably result in such individual being considered an official of the Chinese Communist Party.

Amendment No 1. to Form 20-F
for the Fiscal Year Ended March 31, 2023 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 3.

 3. With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language
that such disclosure is “to the best of our knowledge.” Please supplementally confirm without qualification, if true, that
your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.

The Company respectfully
confirms that the Company’s articles and the articles of the Company’s consolidated foreign operating entities does not contain
wording from any charter of the Chinese Communist Party.

Please note that
this statement is being made without “best knowledge” qualification as indicated in the Staff’s comment.

December 6, 2023

Page 4

***

If you have further questions
or comments regarding, or require further information or clarification of, any of the responses provide in this letter, please contact
me at cleahy@bodmanlaw.com, 734-930-0120.

    Very truly yours,

    /s/ Carrie Leahy

    Carrie Leahy