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      HIGHWAY
        HOLDINGS LIMITED

      Suite
        No.
        810, Level 8 Landmark North

      39
        Lung
        Sum Avenue

      Sheung
        Shui

      New
        Territories, Hong Kong

      September
        27, 2005

      Via
        EDGAR

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      Office
        of
        Small Business Review

      450
        Fifth
        Street, N.W.

      Washington,
        D.C. 20549

      Attn:
        Nili Shah—Branch Chief

              Re:
              Highway Holdings Limited

              File
                0-28990

       Dear
        Mr.
        Shah:

      By
        letter
        dated September 15, 2005, the staff of the Securities and Exchange Commission
        (the “Staff”) provided this company, Highway Holdings Limited, with comments to
        this Company’s Annual Report on Form 20-F for the fiscal year ended March 31,
        2005. This letter contains our responses to the Staff’s comments. The numbers of
        the responses and the headings set forth below correspond to the numbered
        comments and headings in the September 15, 2005 letter from the Staff.

      Form
        20-F for the year ended March 31, 2005

      Item
        5. Operating and Financial Review and Prospectus

            1.

              The
                Staff’s assumption that the loss of our principal U.S. customer is
                correct; the loss was not related to the International Trade Commission
                matter. Rather, the loss of that customer was due to competition
                and
                pricing issues. As we disclosed in the Annual Report, the demand
                for film
                based cameras (all of our camera products are film based) commenced
                decreasing approximately two years ago due to the dramatic increase
                in
                alternative digital camera products (both digital cameras and cell
                phones
                with built-in cameras). In order to continue to sell low-cost cameras,
                our
                competitors lowered the prices of their competing cameras. Our customer
                in
                the U.S. demanded that we too significantly reduce our prices for
                our
                cameras. When we decided that we would not sell our cameras at the
                prices
                demanded by our principal U.S. customer, we lost a significant amount
                of
                U.S. sales.

      Please
        note, however, that we were not dependent upon that U.S. customer and were
        not
        dependent upon that customer in fiscal 2004. During fiscal 2004, Highway
        Holdings had seven customers that were larger than the principal U.S. customer,
        and two other customers of a similar size. In addition, the loss of the
        principal U.S. customer primarily impacted our revenues but had little effect
        on
        our net income. Because of the narrow gross margins we earned from the cameras
        that we sold to that U.S. customer, the loss of that customer resulted in
        a loss
        of gross revenues, with little impact on our net income.

      We
        agree
        to disclose in future filings the reasons for the loss of the U.S. customer
        (pricing pressures and a diminishing market for film-based cameras) and the
        impact of that loss on our business and operations.

            2.

              We
                hereby agree to include, in our future filings, the known interest
                commitments related to our interest-bearing contractual obligations
                in the
                tabular presentation of contractual obligations.

      Item
        15. Controls and Procedures

            3.

              We
                hereby confirm that we believe that our disclosure controls and procedures
                are “effective” to ensure that information required to be disclosed by us
                in our SEC reports is recorded, processed, summarized and reported
                within
                the time periods specified in the SEC’s rules and that our officers have
                concluded that our disclosure controls and procedures are also “effective”
                to ensure that the required information is accumulated and communicated
                to
                management in a manner to allow timely decisions regarding required
                disclosures. We further agree that we will revise our future disclosures
                regarding controls and procedures, if true at the time, to include
                the
                following sentence at the end of the paragraph that discusses our
                controls
                and procedures:

      “The
        Company’s Chief Executive Officer and Chief Financial Officer have evaluated the
        effectiveness of the Company’s disclosure controls and procedures as of the end
        of the period covered by this report and have concluded that the Company’s
        disclosure controls and procedures were effective.”

      We
        hereby
        confirm that there have been no changes in our internal controls over financial
        reporting that occurred during the period covered by this Annual Report that
        have materially affected, or are reasonably likely to materially affect,
        our
        internal control over financial reporting. We agree that we will include
        the
        following statement in our future filings on Form 20-F:

      “There
        were no changes in the Company’s internal controls over financial reporting that
        occurred during the period covered by this Annual Report that have materially
        affected, or are reasonably likely to materially affect, our internal controls
        over financial reporting.”

      *
        * * *
        *

      As
        requested by the Staff, we hereby acknowledge that:

            ·

              This
                company is responsible for the adequacy and accuracy of the disclosure
                in
                its filings;

            ·

              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

            ·

              This
                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.

      Please
        direct questions regarding this letter to the undersigned or to our U.S.
        securities counsel Istvan Benko, at (310) 789-1226.

              Very
                truly yours,

              Po Fong

              Chief Financial Officer

              Cc:  Jenn Do

                Istvan
                  Benko, Esq.