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CORRESP
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Correspondence

March 23, 2005

    Securities and Exchange
      Commission
450 5th Street N.W., Mail Stop 03-05
Washington, D.C.
      20549

Attention: Doug Jones
    *FOIA Confidential Treatment
      Request*
Confidential Treatment Requested by Zindart
Limited in
      connection with Annual Report on
Form 20-F (File No.
  000-22161)

    Re:
    Zindart Limited

Form 20-F
for the Year Ended March 31, 2004
File No. 000-22161
Filed August 25,
2004

Ladies and Gentlemen:

This letter is in response to the comments received by Zindart
Limited (the "Company") from the Staff of the Commission by letter dated March
3, 2005, relating to the above-referenced Annual Report on Form 20-F, File No.
000-22161 (the "Annual Report"). The numbering of the paragraphs below
corresponds to the numbering of the comments, which, for your convenience, we
have incorporated into this response letter.

FORM 20-F FOR THE YEAR ENDED MARCH 31, 2004

GENERAL

    1.
    We note that you changed the filing of
      your periodic reports from that of a domestic filer to that of a foreign
      private issuer. Please tell us your basis for such a change.

Response: We respectfully advise the Staff that the Company
has been a foreign private issuer since its initial public offering of American
Depositary Shares in 1997, and from April 1998 until August 2002, the Company
had been voluntarily filing periodic reports as if it were a domestic issuer. In
November 2002, with the permission of the Staff, the Company reverted to only
filing reports required to be filed by foreign private issuers. In a
conversation with Elliot Staffin of the Commission's International Corporate
Finance division in October 2002, Mr. Staffin informed us that the Staff's
position is that a foreign private issuer that had been voluntarily filing as a
domestic issuer could choose to revert to filing as a foreign private issuer, as
long as the issuer had been filing reports as a domestic issuer for at least one
year and for so long as the issuer continued to qualify as a foreign private
issuer.

SELECTED FINANCIAL DATA, PAGE 3

    2.
    Please disclose the exchange rate
      information required by Item 3(A)(3) of Form 20-F, or explain to us why
      this is not necessary.

Response: The Company respectfully advises the Staff that
the Company's financial statements provided in the Annual Report in response to
Item 8 of the Form 20-F are prepared in U.S. dollars, which is the functional
and reporting currency of the Company. As a result, the exchange rate
information required by Item 3(A)(3) of Form 20-F is not applicable to the
Company.

BUSINESS OVERVIEW
PRODUCTS, MARKETING AND MARKETING
CHANNELS, PAGE 12

    3.
    Please explain to us the significance, if
      any, of "Gold Star" and "Approved" specialist Corgi collection retailers
      with regard to your revenue recognition for sales made to these retailers.
      Explain whether or not any "incentives" are provided to these retailers to
      sell your products.

Response: The Company respectfully advises the Staff that
neither "Goldstar" nor "Approved" specialist Corgi collection retailers receive
cash incentives or special incentives to sell Corgi's product. "Goldstar"
accounts carry a complete and comprehensive selection of Corgi models and have
expert knowledge of all of Corgi's collector ranges. "Approved" accounts carry a
wide range of Corgi products, but not as comprehensive as the "Goldstar"
retailers. Corgi usually provides "Goldstar" retailers with display cabinets. A
condition of providing these cabinets is that the retailer must stock the full
Corgi range of products. Corgi retains signed documentation specifying that the
cabinets remain the sole property of Corgi. "Goldstar" accounts also receive a
prominent listing in Corgi's directory of retail outlets. Both "Approved" and
"Goldstar" retailers deal directly with Corgi rather than through a wholesaler.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS
GENERAL

    4.
    To the extent appropriate to an
      understanding of your segments, provide disclosure that focuses on each
      segment in addition to your disclosure of your business as a whole, in
      accordance with Item 5 of Form 20-F.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F.

OPERATING RESULTS, PAGE 19

    5.
    Please quantify in dollars the impact of
      each of the reasons cited for the variance to give readers a context for
      the magnitude and relative effect of such items. Refer to Section 501.04
      of the Financial Reporting Codification.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F.

    6.
    In addition to citing the cause of a
      variance, please disclose "why" such cause arose, and what you believe
      will or may be the continuing impact resulting from such cause, if any, to
      the extent material. For example, you disclose a decrease in gross profit
      and margin for the year ended 2004 due to a decrease in sales of Corgi's
      specialty products without discussing the factors that lead to such a
      decrease in these sales. As another example, you disclose an increase in
      gross profit and margin for the year ended 2003 due to a favorable product
      mix without discussing what the favorable mix was and the factors that
      resulted in such and why. Your disclosure should identify any related
      known trends or uncertainties that have had or that you reasonably expect
      will continue to have an impact.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F.

    7.
    You have previously disclosed that the
      purchase of Hua Yang provided packaging capability that was an integral
      part of your turnkey manufacturing service. Please disclose your
      expectation of how the sale of Hua Yang will impact your operations and
      related costs, particularly the costs related to the packaging of your
      products.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F.

LIQUIDITY AND CAPITAL RESOURCES, PAGE 23

    8.
    Please discuss the reason(s), in terms of
      cash, for the change in net cash provided by operating activities when a
      material change has occurred. For example, net cash from operating
      activities for 2004 decreased to $3.5 million from that of $10.4 million
      for 2003. Refer to Section IV.B of FR-72.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F.

    9.
    Please disclose information regarding your
      material commitments for capital expenditures as of the end of the latest
      fiscal year, an indication of the general purpose of such commitments, and
      the anticipated sources of funds needed to fulfill such commitments, in
      accordance with Item 5(B)(3) of Form 20-F.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F. The Company
supplementally informs the Staff that the Company had no material commitments
for capital expenditures as of the end of the fiscal year covered by the Annual
Report.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK,
PAGE 42

    10.
    Based on other disclosures in your filing,
      it appears that raw materials price risk is material to your operations.
      Please disclose quantitative information related to your raw materials
      price risk in one of the three alternative formats indicated in Item
      11(a)(1) of Form 20-F, or tell us why you believe this is not necessary.

Response: The Company respectfully informs the Staff that,
during the period covered by the Annual Report, the Company did not enter into
hedging or other similar market risk-sensitive financial arrangements with
respect to raw materials or commodities or have any raw material price
commitments, and thus the disclosure of quantitative information in one of the
three alternative formats indicated in Item 11(a)(1) of Form 20-F was not
required. The Company acknowledges the Staff's comment and will include the
disclosure required by Item 11(a)(1) of Form 20-F in future Annual Reports on
Form 20-F to the extent applicable to the Company's activities in future
periods.

    11.
    Additionally, please disclose the material
      limitations, if any, associated with your market risk disclosures and
      present summarized market risk information for the preceding fiscal year
      along with the reasons for material quantitative changes in exposure
      between the current and present year, in accordance with Item 11(a)(2) and
      (3), respectively, of Form 20-F.

Response: As described in the Company's response to Comment
10 above, the Company did not enter into hedging or other similar
market-sensitive financial arrangements with respect to raw materials or
commodities or have any raw material price commitments during the period covered
by the Annual Report. The Company acknowledges the Staff's comment and will
include the disclosure required by Item 11(a)(2) and (3) of Form 20-F in future
Annual Reports on Form 20-F to the extent applicable to the Company's activities
in future periods.

CONTROLS AND PROCEDURES, PAGE 44

    12.
    The second paragraph discloses that the
      Executive Chairman and the Chief Financial Officer have concluded that
      Zindart's internal controls over financial reporting are effective at the
      "reasonable assurance" level. Please tell us how the Executive Chairman
      and the Chief Financial Officer made this determination, given that the
      number of internal control weaknesses constituted a material weakness (as
      disclosed in the last paragraph). In this regard, tell us what, if any,
      adjustments were made to your financial records and financial statements
      as a result of these weaknesses, and what interim reporting period(s) the
      adjustments relate to and were made in. Also, tell us the steps you have
      taken, and procedures you have implemented, to correct each of the matters
      of concern.

Response: The Company respectfully advises the Staff that
the second paragraph of Item 15 of the Annual Report contains the conclusion of
the Company's Executive Chairman and Chief Financial Officer (the "Principal
Officers") that disclosure controls and procedures (and not internal controls
over financial reporting, as stated in the Staff's comment) are effective at the
"reasonable assurance" level. The Principal Officers arrived at this conclusion
despite the identification of several reportable conditions related to internal
controls. The Commission has defined disclosure controls and procedures as
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports filed or
submitted by it under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
The Company believed it was necessary to state in Item 15 of the Annual Report
that a material weakness existed due solely to the number of reportable
conditions identified by the Company's independent registered public accounting
firm and not because any single material weakness existed.

As you know, Item 15 of the Annual Report contained the following
disclosure:

Although none
of the individual internal control weaknesses are considered material, a
material weakness is presumed to exist due to the number of reportable
conditions. The identified reportable conditions relate to adequacy of
documentation retained to support accounting entries and certain judgmental
accounting areas; inadequate internal review on supporting
calculations/schedules for journal entries; insufficient integrated computerized
accounting systems; accurate recording of routine transactions; appropriateness
and consistency of application of accounting estimates, including management's
monitoring controls designed to detect errors; and timely computation of current
and deferred tax liabilities.

[**].

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE (1) SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES(S) REVENUE RECOGNITION, PAGE 59

    13.
    Please disclose what sales are net of and the
      amounts thereof, to the extent material.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F. The Company
supplementally informs the Staff that sales are net of sales rebates and
returns, which historically have been immaterial in dollar amounts.

    14.
    Additionally, we note your disclosure on page
      19 that you are subject to increasing risks of customer penalties
      including returned goods. Please tell us and disclose, to the extent
      material, your accounting for returned goods. In this regard, tell us and
      disclose in critical accounting policies the significant factors you use
      in estimating returned goods, any significant differences between the
      estimated and actual amount of returned goods, and any significant changes
      in the amount estimated within the last two fiscal years.

Response: The Company acknowledges the Staff's comment and
will disclose, to the extent material, the Company's accounting for returned
goods in future Annual Reports on Form 20-F. The Company supplementally advises
the Staff that [**].

The Company reviews and records an allowance or provision for
sales returns, if any, based on historical experience at the time a sale is
made. Prior to closing the Company's financial records and preparation of the
Company's financial statements for a given year (which processes occur after the
point in time by which all customer returns must be made under sales agreements)
the Company compares actual sales return figures to original estimates and
records any necessary adjustments. Accordingly, year-end financial statements
reflect the actual amount of sales returns for sales recognized during the
relevant fiscal year.

NOTE (14) INCOME TAXES, PAGE 68

    15.
    Please disclose why you believe
      recoverability of deferred tax assets is not likely and establishing a
      valuation allowance against deferred tax assets is appropriate, given that
      a portion of net operating loss carryforwards expire in 2021 to 2024 and
      the remaining portion is carried forward indefinitely.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F. The Company
supplementally advises the Staff that [**].

    16.
    Please tell us and disclose the basis for the
      decrease in the valuation allowance from 2002 to 2003 due to a change in
      judgment about the realizability of the deferred tax assets in future
      years.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F. The Company
supplementally advises the Staff that, [**].

    17.
    Additionally, discuss in "Operating and
      Financial Review and Prospects" the significant negative factors assessed
      in determining that a valuation allowance was necessary and the amount
      thereof. Also, discuss the significant factors regarding the change in
      judgment about the realizability of the deferred tax assets that lead to a
      decrease in the valuation allowance from 2002 to 2003.

Response: The Company acknowledges the Staff's comment and
will address the comment in future Annual Reports on Form 20-F. The Company
respectfully directs the Staff to the responses to comments 15 and 16 above.

NOTE (22) SEGMENT INF