FORM 6-K



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                            REPORT OF FOREIGN ISSUER

                    Pursuant to Rule 13a-16 or 15d-16 of the
                         Securities Exchange Act of 1934




                              For November 10, 2003




                            DESWELL INDUSTRIES, INC.
                         (Registrant's name in English)




                  Unit 516 517, Hong Leong Industrial Complex,
                       No. 4 Wang Kwong Road, Kowloon Bay,
                               Kowloon, Hong Kong
                    (Address of principal executive offices)



 

                                                   Contact:
                                                    John G. Nesbett
                                                    Jordan Silverstein
                                                    The Investor Relations Group
                                                    212-825-3210




            DESWELL INDUSTRIES, INC. ANNOUNCES SECOND-QUARTER RESULTS

                  - 27% Increase in Second Quarter Net Sales -

       -Company also Announces Second Quarter Dividend of $0.24 Per Share-



HONG KONG (November 16, 2004) - Deswell  Industries,  Inc. (Nasdaq:  DSWL) today
announced its financial results for the second quarter ended September 30, 2004.

Net sales for the  quarter  ended  September  30,  2004 were $31.9  million,  an
increase of 27.3%  compared to net sales of $25.1  million for the quarter ended
September 30, 2003.  Operating income decreased 0.3% to $4.50 million,  compared
to $4.51  million  for the same  quarter in 2003.  Net  income  for the  quarter
decreased  12.0% to $3.6  million  compared  to $4.1  million  for the  year-ago
quarter.  The basic earnings per share and diluted  earnings per share decreased
to $0.39 and $0.38,  respectively  (based on 9,189,000  and  9,432,000  weighted
average  shares  outstanding,   respectively),  compared  to  $0.45  and  $0.44,
respectively   (based  on  9,103,000  and  9,375,000   weighted  average  shares
outstanding, respectively), in the first quarter ended September 30, 2003.

Net sales for the six months ended  September  30, 2004 were $60.7  million,  an
increase  of 18.7%,  compared to sales of $51.2  million  for the  corresponding
period in 2003.  Operating  income  increased 1.7% to $9.3 million,  compared to
$9.2  million  in the  previous  year,  and net income  decreased  10.1% to $7.6
million,  compared to $8.5 million in the previous  year. The basic earnings per
share and diluted earnings per share decreased to $0.83 and $0.81,  respectively
(based  on  9,169,000  and  9,448,000   weighted  average  shares   outstanding,
respectively), compared to $0.93 and $0.92, respectively (based on 9,084,000 and
9,205,000 weighted average shares outstanding,  respectively), in the six months
ended  September  30, 2003.  




The Company's cash and cash  equivalents for the quarter were $16.5 million,  as
compared to $30.2 million on March 31, 2004.  The decreased in cash position was
mainly  attributed  to the  funding  from  cash  flow for the  construction  and
acquisition  of  machinery  for the  plastic-injection  manufacturing  plant  in
Dongguan  and for the  rapid  growth of the  electronic  and  metallic  segment.
Working capital was $50.3 million as of September 30, 2004, versus $52.9 million
as of March 31, 2004. The Company has short-term  borrowings of $0.9 million and
no long-term borrowings at September 30, 2004.

Mr. Richard Lau, chairman and chief executive  officer,  commented,  "During the
quarter,  our 27%  sales  increase  was  driven  by 61%  revenue  growth  at our
electronic & metallic  division due to our  continued  penetration  of the audio
equipment  market.  Unfortunately,  raw material  pricing  impacted  both of our
business segments, particularly the plastics operation. Raw material pricing was
up 70% to 100%  compared  to last  year.  With at least 60% of the  sales  price
already  fixed,  we have not been able to pass through much of the increased raw
material prices on existing  contracts.  In addition to this, both segments also
faced  increasing  competitions  in the  marketplace  which  has led to  pricing
pressure on our products."

Mr. Lau continued,  "We expect growth at our plastic segment to pick up again in
late fiscal 2005.  An important  new growth driver in this segment will be a new
Export Tooling Division that will  exclusively  manufacture  large-scale  molds.
These molds will not be used for manufacturing plastic parts at our facility but
rather these molds will be sent  directly to  customers.  The machinery for this
division will be fully installed by April 2005."

Second-Quarter Dividends
------------------------

The Company  also  announced  that on November  12, 2004 its board of  directors
declared a dividend of $0.24 per share for the second quarter. The dividend will
be payable on December  7, 2004 to  shareholders  of record as of  November  29,
2004.

About Deswell
-------------

Deswell manufactures  injection-molded plastic parts and components,  electronic
products  and  subassemblies,  and  metallic  products  for  original  equipment
manufacturers  ("OEMs")  and  contract  manufacturers  at its  factories  in the
People's Republic of China. The Company produces a wide variety of plastic parts
and components  used in the  manufacture  of consumer and  industrial  products;
printed  circuit  board  assemblies  using  surface  mount  ("SMT") and finished



products  such  as  telephones,   telephone  answering  machines,  sophisticated
studio-quality audio equipment and computer peripherals. The Company's customers
include Digidesign Inc., Vtech  Telecommunications  Ltd., Epson Precision (H.K.)
Ltd., Inter-Tel Incorporated, Kyocera Mita Industrial Co. (H.K.) Limited, Peavey
Electronics Corporation and Emerson.

To learn more about  Deswell  Industries,  Inc.,  please visit the Company's web
site at www.deswell.com.


This press release may contain forward-looking  statements within the meaning of
Section 21E of the Securities Exchange Act of 1934.  Forward-looking  statements
in this press  release  are based on  current  expectations  and are  subject to
change.   Actual  results  may  differ   materially  from  the   forward-looking
statements.  Deswell  does not  undertake  to  update  any such  forward-looking
statements  or to  publicly  announce  developments  or events  relating  to the
matters  described  herein.  Uncertainties  and risks are described in Deswell's
most recently filed SEC documents, such as its most recent form 20-F.


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DESWELL INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(U.S. dollars in thousands, except per share data)






                                                           Quarter ended                      Six months ended
                                                           September 30,                        September 30
                                                 ----------------------------------------------------------------------
                                                      2004              2003               2004              2003
                                                      ----              ----               ----              ----
                                                                                                      
                                                            (Unaudited)                           (Unaudited)
Net sales                                               $31,924           $25,079            $60,712           $51,154
Cost of sales                                            23,463            17,099             43,933            34,763
                                                 ---------------   ---------------    ---------------   ---------------
Gross profit                                              8,461             7,980             16,779            16,391
Selling, general and administrative expenses              3,962             3,469              7,468             7,234
                                                 ---------------   ---------------    ---------------   ---------------
Operating income                                          4,499             4,511              9,311             9,157
Interest expense                                            (3)              (15)                (3)              (15)
Other income, net                                            32               272                 62               834
                                                 ---------------   ---------------    ---------------   ---------------
Income before income taxes                                4,528             4,768              9,370             9,976
Income taxes                                                178               139                309               430
                                                 ---------------   ---------------    ---------------   ---------------
Income before minority interests                          4,350             4,629              9,061             9,546
Minority interests                                          722               508              1,438             1,071
                                                 ---------------   ---------------    ---------------   ---------------
Net income                                               $3,628            $4,121             $7,623            $8,475
                                                 ===============   ===============    ===============   ===============

Basic earnings per share (note 3)                         $0.39             $0.45              $0.83             $0.93
                                                 ===============   ===============    ===============   ===============

Weighted average number of shares                         9,189             9,103              9,169             9,084
outstanding (in thousands) (note 4)
                                                 ===============   ===============    ===============   ===============

Diluted earnings per share (note 3)                       $0.38             $0.44              $0.81             $0.92
                                                 ===============   ===============    ===============   ===============

Diluted weighted average number of shares                 9,432             9,375              9,448             9,205
outstanding (in thousands)
 (note 4)
                                                 ===============   ===============    ===============   ===============




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DESWELL INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEET
(U.S. dollars in thousands)

                                                                   September 30,                 March 31,
                                                                        2004                        2004
                                                                        ----                        ----
                                                                     (Unaudited)                 (Audited)
ASSETS
                                                                                                  
Current assets:
     Cash and cash equivalents                                   $        16,454          $         30,193
     Restricted cash                                                       1,039                       390
     Accounts receivable, net                                             29,407                    18,957
     Inventories                                                          21,525                    16,174
     Prepaid expenses and other current assets                             4,944                     2,952
     Income taxes receivable                                                 127                       127
                                                                ----------------         -----------------
           Total current assets                                           73,496                    68,793
Property, plant and equipment - net                                       51,993                    44,261
Investment in associates                                                       2                         2
Goodwill                                                                     478                       478
                                                                ----------------         -----------------
             Total assets                                        $       125,969           $       113,534
                                                                 ===============           ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                           $         15,186          $         11,168
     Bank loan                                                               903                      -
     Customer deposits and accrued expenses                                6,779                     4,619
     Income taxes payable                                                    316                       130
                                                                ----------------         -----------------
         Total current liabilities                                        23,184                    15,917
                                                                ----------------         -----------------
Deferred income tax                                                            -                        15
                                                                ----------------         -----------------
Minority interests                                                         9,158                     7,872
                                                                ----------------         -----------------

Shareholders' equity
     Common stock
     -  authorized 30,000,000 shares; issued and outstanding
        9,209,085 shares at September 30, 2004 and
        9,149,085 at March 31, 2004 (note 4)                              30,660                    29,980
     Additional paid-in capital                                            6,970                     6,970
     Retained earnings                                                    55,997                    52,780
                                                                ----------------         -----------------
          Total shareholders' equity                                      93,627                    89,730
                                                                ----------------         -----------------
             Total liabilities and shareholders' equity          $       125,969           $       113,534
                                                                 ===============           ===============




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DESWELL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
( U.S. dollars in thousands )

                                                                                          Six months ended
                                                                                            September 30,   
                                                                                            -------------
                                                                                         2004            2003
                                                                                         ----            ----
Cash flows from operating activities:
                                                                                                      

         Net income                                                                $     7,623     $    8,475
         Adjustments to reconcile net income to net cash
           provided by operating activities:
            Depreciation and amortization                                                2,345          2,024
            Gain/(loss) on sale of property, plant and equipment                          (15)             75
            Minority interests                                                           1,438            644
            Deferred taxes                                                                  15              -
            Changes in current assets and liabilities:
              Accounts receivable                                                     (10,450)        (2,856)
              Marketable securities                                                          -          4,821
             Inventories                                                               (5,351)            135
             Prepaid expenses and other current assets                                 (1,992)        (1,157)
             Income taxes receivable                                                         -            319
             Accounts payable                                                            4,018            299
             Customer deposits and accrued expenses                                      2,160          1,144
             In income taxes payable                                                       186          (907)
                                                                                   -----------     ----------
         Net cash (used in)/provided by operating activities                              (23)         13,016
                                                                                   -----------     ----------

Cash flows from investing activities
         Purchase of property, plant and equipment                                    (10,099)       (11,167)
         Proceeds from disposal of property, plant and equipment                             7              6
                                                                                   -----------     ----------
   Net cash used in investing activities                                              (10,092)       (11,161)
                                                                                   -----------     ----------

Cash flows from financing activities
         Common stock issued                                                               680            887
         Dividends paid to minority shareholders of a subsidiary                         (126)              -
         Contribution from minority shareholders of a subsidiary                          (26)              -
         Dividend paid                                                                 (4,406)        (4,187)
         Increase in bank loan                                                             903            603
         Increase in restricted cash                                                     (649)            (2)
                                                                                   -----------     ----------
            Net cash (used in)/provided by financing activities                        (3,624)        (2,699)
                                                                                   -----------     ----------

Net decrease) in cash and cash equivalents                                            (13,739)          (844)
Cash and cash equivalents, at beginning of period                                       30,193         34,400
                                                                                   -----------     ----------
Cash and cash equivalents, at end of period                                             16,454         33,556
                                                                                   ===========     ==========

Supplementary disclosures of cashflow information: 
    Cash paid during the period for:
         Interest                                                                            3             15
         Income taxes                                                                      138          1,019
                                                                                   ===========     ==========




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DESWELL INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except per share data)


1.       Management's Statement
         ----------------------

         In the opinion of Management, the accompanying unaudited financial
         statements contain all adjustments (all of which are normal and
         recurring in nature) necessary to present fairly the financial position
         of Deswell Industries, Inc. (the "Company") at September 30, 2004 and
         March 31, 2004, the results of operations for the quarters and six
         months ended September 30, 2004 and September 30, 2003, and the cash
         flows for the six months ended September 30, 2004 and September 30,
         2003. The notes to the Consolidated Financial Statements, which are
         contained in the Form 20-F Annual Report filed on July 16, 2004 under
         the Securities Exchange Act of 1934 should be read in conjunction with
         these Consolidated Financial Statements.

2.       Inventories
         -----------
                                                 September 30,     March 31,
                                                     2004            2004      
                                                 ------------    ------------
         Inventories by major categories :
           Raw materials                         $    9,242     $     7,832
           Work in progress                           7,946           4,467
           Finished goods                             4,337           3,875
                                                 ------------    ------------
                                                 $   21,525     $    16,174
                                                 ============   =============

3.       Earnings Per Share
         ------------------

          The basic net  income per share and  diluted  net income per share are
          computed in  accordance  with the  Statement of  Financial  Accounting
          Standards No.128 "Earnings Per Share."

          The  basic  net  income  per  share is  computed  by  dividing  income
          available to common  holders by the weighted  average number of common
          shares  outstanding  during the  period.  Diluted net income per share
          gives  effect to all  dilutive  potential  common  shares  outstanding
          during  the  period.  The  weighted  average  number of common  shares
          outstanding  is adjusted to include  the number of  additional  common
          shares  that would have been  outstanding  if the  dilutive  potential
          common  shares had been issued.  In computing  the dilutive  effect of
          potential  common  shares,  the average  stock price for the period is
          used in  determining  the  number of  treasury  shares  assumed  to be
          purchased with the proceeds from exercise of options.

          The net income for the six months  ended  September  30, 2004 and 2003
          were both from the Company's continuing operations.




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DESWELL INDUSTRIES, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Results of Operations
---------------------

General
-------

The  Company's  revenues  are  derived  from  the  manufacture  and  sale of (i)
injection-molded  plastic parts and  components,  (ii)  electronic  products and
subassemblies  and (iii) metallic parts and components.  The Company carries out
all of its manufacturing  operations in southern China, where it is able to take
advantage of the lower overhead costs and inexpensive labor rates as compared to
Hong Kong.


Quarter Ended September 30, 2004 Compared to Quarter Ended September 30, 2003
-----------------------------------------------------------------------------

Net Sales - The  Company's  net sales for the quarter  ended  September 30, 2004
were  $31,924,000,  an  increase  of  $6,845,000  or  27.3% as  compared  to the
corresponding  period in 2003.  The increase was related to increase in sales of
electronic and metallic  segment of $6,982,000  offsetting the decrease in sales
of plastic  segment of  $137,000.  This  represented  an increase of 61.2% and a
decrease of 1.0%  respectively,  as compared with the  respective net sales from
these segments in the corresponding period in the prior year.

The increase in net sales in the electronic and metallic  segment was mainly due
to an increase in orders from both its existing and new  customers of $7,487,000
and  $127,000  respectively,  offsetting  the net  decrease  in orders  from old
customers  of $632,000 in the  corresponding  period in the prior year.  The net
increase  was  resulted  from a change in  customer  mix  during  the  period as
compared with last year.

Gross Profit - The gross  profit for the quarter  ended  September  30, 2004 was
$8,461,000,  representing a gross profit margin of 26.5%. This compares with the
overall  gross profit and gross  profit  margin of  $7,980,000  or 31.8% for the
quarter ended September 30, 2003.

Gross profit in the plastic segment decreased by $470,000 to $4,972,000 or 36.7%
of net sales, for the quarter ended September 30, 2004 compared to $5,442,000 or
39.8% of net sales,  for the quarter ended September 30, 2003. This decrease was
mainly  attributed  to the range of 70% to 100%  increase in plastic resin costs
since last year, mostly of which we could not pass on to our customers.

Gross  profit in the  electronic  & metallic  segment  increased  by $951,000 to
$3,489,000  or 19.0% of net sales,  for the  quarter  ended  September  30, 2004
compared  to  $2,538,000  or 22.3% of net sales,  for the same period last year.
This  decrease  was mainly  attributed  to the general  increase in raw material
pricing  and labor cost of an average 4% and 10% over the prior  year.  While we
continue our long-term focus on attracting higher margin sales, pricing pressure
resulted in generally lower selling prices during the quarter.

Selling,  general and  administrative  expenses - SG&A  expenses for the quarter
ended September 30, 2004 were $3,962,000, amounting to 12.4% of total net sales,
as compared  to  $3,469,000  or 13.8% of total net sales for the  quarter  ended
September 30, 2003. There was an increase in selling, general and administrative
expenses of $493,000 over the corresponding period.


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DESWELL INDUSTRIES, INC.

MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION  AND  RESULTS  OF  OPERATIONS  (Continued)


SG&A expenses in the plastic segment  increased by $94,000 or 4.0% to $2,454,000
or 18.1% of net sales,  for the quarter  ended  September  30, 2004  compared to
$2,360,000  or 17.3% of net sales,  for the  corresponding  period in 2003.  The
increase  was  primarily  related to the  increase in  depreciation  expenses of
$49,000  during the quarter ended  September 30, 2004.  The SG&A expenses in the
electronic & metallic  segment  increased by $399,000 or 36.0% to  $1,508,000 or
8.2% of net  sales,  for the  quarter  ended  September  30,  2004  compared  to
$1,109,000 or 9.7% of net sales for  corresponding  period in 2003. The increase
was  primarily  related to the  increase  in salary  and  logistic  expenses  of
$278,000  and $88,000  respectively,  offsetting  the  decrease in  depreciation
expenses of $46,000 during the quarter ended September 30, 2004.

Operating  income -  Operating  income  was  $4,499,000  for the  quarter  ended
September  30,  2004,  a  decrease  of  $12,000  or 0.3% as  compared  with  the
corresponding quarter in the prior year.

On a segment  basis,  the operating  income of the plastics  division  decreased
$564,000 to  $2,518,000 or 18.6% of net sales,  in quarter  ended  September 30,
2004  compared to $3,082,000  or 22.5% of net sales in  corresponding  period in
2003. The decrease in operating income was attributable to the decrease in gross
profit and the increase in SG&A expenses as described above.

The operating  income of  electronic & metallic  segment  increased  $552,000 to
$1,981,000  or 10.8% of net sales,  in the  quarter  ended  September  30,  2004
compared  to  $1,429,000  or 12.5% of net sales in the  corresponding  period in
2003. The increase in operating income was attributable to the increase in gross
profit offsetting the increase in SG&A expenses as described above.

Other  income - Other  income was $32,000 for the quarter  ended  September  30,
2004, a decrease of $240,000 or 88.2% as compared with the corresponding  period
in the prior year. On a segment basis, other income  attributable to the plastic
segment  decreased  $124,000 to $20,000 in the quarter ended September 30, 2004.
This decrease in other income was primarily attributable to decrease in interest
income of $50,000 and an  increase  in  exchange  loss of $67,000 in the quarter
ended September 30, 2004 as compared with  corresponding  period in 2003.  Other
income  attributable to the electronic & metallic segment decreased  $116,000 to
$12,000 in the quarter ended  September 30, 2004.  This decrease in other income
was mainly due to an increase in exchange  loss of $51,000 in the quarter  ended
September 30, 2004.

Income Taxes - Income taxes  expenses for the quarter was $178,000,  an increase
of  $39,000 or 28.1% as  compared  with the  corresponding  quarter in the prior
year. On a segment basis, the income taxes of plastic segment  decreased $61,000
to nil for the quarter ended  September 30, 2004 whereas the income tax expenses
for the  electronic & metallic  segment  increased  $100,000 to $178,000 for the
quarter  ended  September  30, 2004,  respectively.  The decrease in the plastic
segment  was  primarily  due  to  the  tax  holiday   enjoyed  in  our  Dongguan
manufacturing  plant whereas the increase in the  electronic & metallic  segment
was due to increase in net sales as described above.

Minority  Interest - Minority  interests  represent a 29%  minority  interest in
Integrated  International Limited, the holding company holding the capital stock
of Deswell's electronic and metallic subsidiaries and a 49% minority interest in
the  subsidiary  conducting  marketing  for  Deswell's  plastic  and  electronic
businesses.  In January 2003, the Company acquired an additional 20% interest in
Integrated, increasing its ownership in that subsidiary from 51% to 71%. Despite
the decrease in minority  interest in Deswell's  electronic & metallic  segment,
the dollar  amount of minority  interest  increased  to $722,000 for the quarter
ended  September 30, 2004,  from $508,000 for the  corresponding  quarter in the
prior year,  which reflects that both the electronics and metallic  subsidiaries
and  marketing  subsidiary  generated  more  net  income  in the  quarter  ended
September 30, 2004, compared with corresponding quarter in fiscal 2003.

                                    - more -





DESWELL INDUSTRIES, INC.

MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION  AND  RESULTS  OF  OPERATIONS  (Continued)


Net Income - Net income was $3,628,000 for the quarter ended September 30, 2004,
a decrease of $493,000 or 12.0%, as compared to net income of $4,121,000 for the
quarter ended  September  30, 2003,  and net income as a percentage of net sales
was decreased from 16.4% to 11.4% for the quarter ended  September 30, 2004. The
decrease in net income was mainly the result of the decrease in operating income
and other income, coupled with the increase in minority interest and increase in
income tax expenses as described above.

Net income for the plastic  segment  decreased  by 24.1% to  $2,337,000  for the
quarter ended  September 30, 2004 compared to $3,079,000  for the  corresponding
quarter in 2003.  The  decrease in net income of the plastic  segment was mainly
the result of the  decrease in  operating  profits  coupled with the decrease in
other income as described above.

Net  income  for the  electronic  &  metallic  segment  increased  by  23.9%  to
$1,291,000  for the quarter ended  September 30, 2004 compared to $1,042,000 for
the corresponding  quarter in 2003. The increase in net income of the electronic
& metallic  segment was mainly the result of the  increase in  operating  profit
offsetting  the  decease  in other  income,  the  increase  in income  taxes and
minority interest, as described above.


Six Months Ended September 30, 2004 Compared to Six Months Ended 
----------------------------------------------------------------
September 30, 2003
------------------

Net Sales - The Company's net sales for the six months ended  September 30, 2004
were   $60,712,000,   an  increase  of   $9,558,000  or  18.7%  as  compared  to
corresponding  period in 2003.  The increase in sales was mainly  related to the
increase in sales of plastic  segment and  electronics  and metallic  segment of
$605,000 and $8,953,000  respectively.  This represented an increase of 2.2% and
38.1%  respectively,  as  compared  with the  respective  net sales  from  these
segments in the corresponding period in the prior year.

The increase in net sales in the electronic and metallic  segment was mainly due
to an increase in orders from both existing and new customers of $9,994,000  and
$178,000 respectively,  offsetting the net decrease in orders from old customers
of $1,219,000 in the  corresponding  period in the prior year.  The net increase
was resulted  from a change in customer  mix during the period as compared  with
last year.

Gross Profit - The gross profit for the six months ended  September 30, 2004 was
$16,779,000, representing a gross profit margin of 27.6%. This compares with the
overall gross profit and gross profit margin of $16,391,000 or 32.0% for the six
months ended September 30, 2003.

Gross profit in the plastic  segment  decreased by  $1,146,000  to $9,976,000 or
35.3% of net sales,  for the six months  ended  September  30, 2004  compared to
$11,122,000 or 40.2% of net sales,  for the six months ended September 30, 2003.
This was mainly attributed to the range of 70% to 100% increase in plastic resin
costs since last year, mostly of which we could not pass on to our customers.

Gross profit in the  electronic & metallic  segment  increased by  $1,534,000 to
$6,803,000  or 21.0% of net sales,  for the six months ended  September 30, 2004
compared  to  $5,269,000  or 22.4% of net sales,  for the same period last year.
This  decrease  was mainly  attributed  to the general  increase in raw material
pricing  and labor cost of an average 4% and 10% over the prior  year.  While we
continue our long-term focus on attracting higher margin sales, pricing pressure
resulted in generally lower selling prices during the quarter.

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DESWELL INDUSTRIES, INC.

MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION  AND  RESULTS  OF  OPERATIONS  (Continued)


Selling,  general and administrative expenses - SG&A expenses for the six months
ended September 30, 2004 were $7,468,000, amounting to 12.3% of total net sales,
as compared to  $7,234,000  or 14.1% of total net sales for the six months ended
September 30, 2003. There was an increase in selling, general and administrative
expenses of $234,000 or 3.2% over the corresponding period.

The SG&A  expenses  in the  plastic  segment  decreased  by  $286,000 or 5.9% to
$4,592,000  or 16.3% of net sales,  for the six months ended  September 30, 2004
compared to $4,878,000 or 17.6% of net sales,  for the  corresponding  period in
2003.  The  decrease  was  primarily  related to a write  back of staff  welfare
provision of $95,000,  the decrease in depreciation  expenses of $82,000 and the
tightened expenses control during the six months ended September 30, 2004.

The SG&A expenses in the electronic & metallic segment  increased by $520,000 or
22.1% to $2,876,000 or 8.9% of net sales, for the six months ended September 30,
2004 compared to $2,356,000  or 10.0% of net sales for  corresponding  period in
2003. The increase was primarily  related to the increase in salary  expenses of
$379,000 and increase in selling  logistic  expenses of $92,000  offsetting  the
decrease  in  depreciation  expenses  of  $132,000  during the six months  ended
September 30, 2004.  The other  expenses  were  increased due to the increase in
sales activities in the electronic & metallic segment.

Operating  income - Operating  income was  $9,311,000  for the six months  ended
September  30,  2004,  an increase  of  $154,000  or 1.7% as  compared  with the
corresponding period in the prior year.

On a segment basis, the operating income of plastic segment  decreased  $860,000
to $5,384,000 or 19.1% of net sales,  in the six months ended September 30, 2004
compared to  $6,244,000 or 22.6% of net sales in  corresponding  period in 2003.
The  decrease in  operating  income was  attributable  to the  decrease in gross
profit offsetting the decrease in SG&A expenses as described above.

The operating  income of electronic & metallic segment  increased  $1,014,000 to
$3,927,000  or 12.1% of net sales,  in the six months ended  September  30, 2004
compared  to  $2,913,000  or 12.4% of net sales in the  corresponding  period in
2003. The increase in operating income was attributable to the increase in gross
profit offsetting the increase in SG&A expenses as described above.

Other income - Other income was $62,000 for the six months ended  September  30,
2004, a decrease of $772,000 or 92.6% as compared with the corresponding  period
in the prior year. On a segment basis, other income  attributable to the plastic
segment  decreased  $634,000 to $22,000 in the six months  ended  September  30,
2004.  This decrease in other income was primarily  attributable to the realized
gain on disposal of  investment  securities  of $520,000 in the six months ended
June 30, 2003 but none in 2004 and the decrease in interest income of $94,000 in
fiscal  2004 as  compared  with  corresponding  period  in  2003.  Other  income
attributable to the electronic & metallic segment decreased $138,000, to $40,000
in the six months ended  September  30, 2004.  This decrease in other income was
mainly due to the  increase in exchange  loss of $47,000 in the six months ended
September 30, 2004.

Income Taxes - Income taxes expenses for the quarter was $309,000, a decrease of
$121,000 or 28.1% as compared with the corresponding  quarter in the prior year.
On a segment basis,  the income taxes of plastic segment  decreased  $248,000 to
nil for the six months ended  September 30, 2004 whereas the income tax expenses
for the electronic & metallic segment increased $127,000 to $309,000 for the six
months  ended  September  30,  2004,  respectively.  The decrease in the plastic
segment  was  primarily  due  to  the  tax  holiday   enjoyed  in  our  Dongguan
manufacturing  plant whereas the increase in the  electronic & metallic  segment
was due to increase in net sales as described above.


                                    - more -




DESWELL INDUSTRIES, INC.

MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION  AND  RESULTS  OF  OPERATIONS  (Continued)


Minority  Interest - Minority  interests  represent a 29%  minority  interest in
Integrated  International Limited, the holding company holding the capital stock
of Deswell's electronic and metallic subsidiaries and a 49% minority interest in
the  subsidiary  conducting  marketing  for  Deswell's  plastic  and  electronic
businesses.  In January 2003, the Company acquired an additional 20% interest in
Integrated, increasing its ownership in that subsidiary from 51% to 71%. Despite
the decrease in minority  interest in Deswell's  electronic & metallic  segment,
the dollar  amount of minority  interest  increased  to  $1,438,000  for the six
months ended September 30, 2004, from $1,071,000 for the corresponding period in
the  prior  year,   which  reflects  that  both  the  electronics  and  metallic
subsidiaries  and  marketing  subsidiary  generated  more net  income in the six
months ended September 30, 2004,  compared with  corresponding  period in fiscal
2003.

Net Income - Net income was  $7,623,000  for the six months ended  September 30,
2004, a decrease of $852,000 or 10.1%,  as compared to net income of  $8,475,000
for the six months ended  September 30, 2003,  and net income as a percentage of
net sales was decreased  from 16.6% to 12.6% for the six months ended  September
30,  2004.  The  decrease in net income was mainly the result of the decrease in
other income and the increase in minority  interest  offsetting  the increase in
operating income as described above.

Net income for the plastic segment  decreased by 21.6% to $5,020,000 for the six
months ended  September 30, 2004 compared to  $6,401,000  for the  corresponding
quarter in 2003.  The  decrease in net income of the plastic  segment was mainly
the result of the  decrease in  operating  profits of $860,000  coupled with the
decrease in other  income of  $634,000,  despite  the  decrease in income tax of
$248,000 as described above.

Net income for the electronic & metallic segment increased to $2,603,000 for the
six months ended September 30, 2004 compared to $2,074,000 for the corresponding
quarter in 2003. The increase in net income of the electronic & metallic segment
was  mainly  the  result of the  increase  in  operating  profit  of  $1,012,000
offsetting the decease in other income of $138,000, the increase in income taxes
of $127,000 and minority interest of $233,000, as described above.


Liquidity and Capital Resources
-------------------------------

Traditionally,  the Company has relied primarily upon internally generated funds
and short-term  borrowings  (including trade finance  facilities) to finance its
operations and expansion.

As of  September  30,  2004,  the  Company  had a  working  capital  surplus  of
$50,312,000 and cash and cash  equivalent of  $16,454,000.  This compares with a
working  capital  surplus  of  $52,876,000  and  cash  and  cash  equivalent  of
$30,193,000  at March 31,  2004.  The decrease in cash and cash  equivalent  was
mainly   attributed  to  the  capital   investment  of   $10,099,000,   dividend
distribution  of  $4,406,000  and the  increase in  restricted  cash of $649,000
during the six months ended September 30, 2004.

The Company has  generated  sufficient  funds from its  operating  activities to
finance its  operations  and there is little need for external  financing  other
than short-term  borrowings that are used to finance accounts receivable and are
generally paid with cash generated from operations. The Company has a short-term
borrowings of $903,000 and no long-term borrowings at September 30, 2004.


                                    - more -





DESWELL INDUSTRIES, INC.

MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION  AND  RESULTS  OF  OPERATIONS  (Continued)



As of September 30, 2004,  the Company had in place general  banking  facilities
with three financial institutions  aggregating  approximately  $6,788,000.  Such
facilities,  which are subject to annual review, include overdrafts,  letters of
credit,  import facilities,  trust receipt financing,  inward bills financing as
well as fixed  loans.  As of September  30,  2004,  the Company had ( i ) unused
credit  facilities of $5,884,000 ( ii ) cash and cash equivalents of $16,454,000
and ( iii ) restricted cash of $1,039,000,  which has been pledged as collateral
for those credit facilities.

The Company expects that working capital requirements and capital additions will
be funded  through a  combination  of  internally  generated  funds and existing
facilities.



                                     - end -


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                          For and on behalf of 
                                          Deswell Industries, Inc.




                                          By: /s/ Richard Lau
                                             --------------------------
                                          Richard Lau
                                          Chief Executive Officer

Date: November 23, 2004