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 June 29, 2007




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




                        17B Edificio Comercial Rodrigues
                          599 Avenida Da Praia Grande,
                                  Macao, China
                    (Address of principal executive offices)





DESWELL


                                          Contact:
                                          John G. Nesbett
                                          Institutional Marketing Services (IMS)
                                          203.972.9200
                                          jnesbett@institutionalms.com




                          DESWELL INDUSTRIES ANNOUNCES
                       FOURTH QUARTER AND YEAR-END RESULTS

                   - Net Sales Increase 16% For The Quarter -

      - Company also Announces Fourth Quarter Dividend of $0.17 Per Share -

MACAO (June 29, 2007) - Deswell Industries, Inc. (Nasdaq: DSWL) today announced
it financial results for the fourth quarter and year ended March 31, 2007.

Net sales for the year ended March 31, 2007 were $136.8 million,  an increase of
18.7%  compared to sales of $115.3  million  for the year ended March 31,  2006.
Operating income increased 43.4% to $13.7 million,  compared to $9.6 million for
the year ended March 31, 2006, and net income  increased 38.6% to $12.2 million,
compared to $8.8  million in the previous  year.  Basic net income per share and
diluted net income per share increased to $0.81 and $0.81,  respectively  (based
on 14,948,000 and 15,040,000 weighted average shares outstanding, respectively),
compared to $0.59 and $0.59,  respectively  (based on 14,908,000  and 14,936,000
weighted average shares outstanding, respectively), for the year ended March 31,
2006.

Deswell reported that net sales for the fourth quarter ended March 31, 2007 were
$30.4  million,  compared  to $26.2  million  for the same  quarter of 2006,  an
increase of 16.0%.  Revenues at Deswell's electronic assembly division increased
37.0% in the fourth  quarter while revenues at the company's  plastics  division
decreased 9.1% compared to the corresponding period in the previous year.

Total gross margin decreased to 17.1% in the fourth quarter ended March 31, 2007
from 19.2% in the fourth quarter last year.  Gross profit in the plastic segment
increased  to 29.4% of net sales for the quarter  compared to 24.4% of net sales
for the year-ago  quarter.  The improved gross margin in the plastic segment was
mainly a combined  effect of a change in customer  and product mix to higher end
orders and a provision for obsolete  stock of $645,000 that had been made in the
quarter last year but not in the quarter  ended March 31, 2007.  Gross profit in
the  electronic  and  metallic  segment  decreased to 10.4% of net sales for the
quarter  ended  March 31, 2007  compared to 14.8% of net sales for the  year-ago
quarter.  The decrease was mainly attributed to a 3.7% increase in material cost
as a  percentage  of sales due to a write-off  of obsolete  stock of $296,000 as
well as a stock provision of $193,000 in the quarter. Furthermore,  there was an
approximately  3.8%  appreciation in Chinese renminbi  currency as compared with
year-ago quarter and labor cost in the electronics  division rose to 5.1% of net
sales versus 3.3% of net sales for the quarter a year ago.


Operating  income  totaled $1.8  million,  compared to $0.2 million for the same
quarter of 2006. Net income for the quarter  increased to $1.6 million  compared
to $0.5 million for the year-ago quarter. Basic net income per share and diluted
net income per share for the quarter increased to $0.10 and $0.10,  respectively
(based  on  15,023,000  and  15,159,000  weighted  average  shares  outstanding,
respectively),  compared to $0.03 and $0.03,  respectively  (based on 14,924,000
and 14,924,000  weighted  average  shares  outstanding,  respectively),  for the
quarter ended March 31, 2006.

Other  operating  income for the  quarter  increased  $1,810,000  to  $1,069,000
compared to other expenses of $741,000 for the quarter ended March 31, 2006.

On a segment basis,  other operating income  attributable to the plastic segment
was  $1,147,000,  an increase of $1,898,000  as compared with other  expenses of
$751,000 for the quarter in last year. The increase was mainly  attributed to an
exchange  transaction   adjustment  of  $1,166,000  of  a  subsidiary  having  a
non-United  States dollar  functional  currency  reclassified  from the exchange
reserve in this quarter and a doubtful account receivable  provision of $970,000
in the quarter ended March 31, 2006 relating to a  telecommunication  customer's
financial  issues  due to a  failed  European  product  launch  but  nil in this
quarter. This offset the increase in loss on disposal of fixed assets of $19,000
which is mainly related to the closure of one of our subsidiaries in the quarter
ended March 31, 2007, and the tax refunded on reinvestment  of certain  retained
earnings in one of our PRC subsidiaries of $173,000 in the quarter last year.

The Company's  balance sheet remains strong,  with cash and cash  equivalents on
March 31, 2007 totaling  $24.5  million,  compared to $25.4 million on March 31,
2006.  Working capital totaled $58.7 million as of March 31, 2007,  versus $55.1
million  as of March 31,  2006.  The  Company  has no  long-term  or  short-term
borrowings.

Mr. Franki Tse, chief executive  officer,  commented,  "Overall sales growth for
the year was strong  driven  largely  by the sales  increase  at our  electronic
assembly  division as a result of our  expanding  business  with some of the top
professional and high end consumer audio companies. There continues to be strong
momentum  in this  business  as our  established  reputation  for  manufacturing
quality  audio  equipment  such as  professional  mixing  boards and  amplifiers
expands.  The decline in plastics  revenue in the fourth quarter was largely due
to the timing of new product  introductions and we are confident that revenue in
the plastics  division  will  improve over the next few quarters  evidenced by a
recent pick-up in mold making activity.

"Nonetheless,  increases in the labor rate,  tax and renminbi over the course of
the past year have  impacted  margins.  We were able to  slightly  offset  these
increases  with the closing of our Shenzhen  facility last quarter,  and we have
redoubled  our efforts to drive costs down to maximize  profitability.  Capacity
utilization  is running  at over 95% at our  electronics  division.  In order to
leverage  the  available  space  at the  plastic  factory,  we are  adding  some
electronics  manufacturing  lines at our plastics  facility  which also provides
additional synergy between the two divisions."

Mr. Tse  concluded,  "A key aspect of our  long-term  strategy is to continue to
enhance our  capabilities  to provide higher margin  products to customers.  For
example,  at our  plastics  division we are in the process of  installing a new,
state-of-the-art  clean room that will have one of the highest quality standards
in the industry."

Fourth Quarter Dividends
------------------------

The Company also announced that on June 26, 2007 its board of directors declared
a dividend of $0.17 per share for the fourth  quarter,  bringing cash  dividends
per share for the year ended  March 31,  2007 to $0.68 per share.  The  dividend
will be payable on July 26, 2007 to shareholders of record as of July 5, 2007.

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,  Line 6  Manufacturing  and  Peavey  Electronics
Corporation.

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


Forward-Looking Statements
--------------------------

Statements in this press release that are "forward-looking statements" are based
on  current   expectations  and  assumptions  that  are  subject  to  risks  and
uncertainties.  For example,  our  statements  regarding our expected  growth in
sales from the  electronic  and  metallic  division  in the coming  year and our
efforts to reduce  overhead  costs in our plastic  division are  forward-looking
statements.  Actual  results  could differ  materially  because of the following
factors,  among  others,  which may cause  revenues  and income to fall short of
anticipated levels or our overhead expenses to increase: our dependence on a few
major  customers;  vigorous  competition  forcing  product  price  reductions or
discounts;  the timing and amount of significant  orders from our relatively few
significant  customers;  continuing  increases  in resin  prices  that cannot be
passed on to customers;  unexpected  production  delays;  obsolete  inventory or
product returns;  losses resulting from fraudulent  activity of our customers or
employees;  labor shortages that increase labor and costs; changes in the mix of
product products we manufacture and sell;  adverse currency  fluctuations in the
renminbi  and Hong Kong dollar when  translated  to US  dollars;  potential  new
accounting   pronouncements;   and  the  effects  of  travel   restrictions  and
quarantines  associated  with major  health  problems,  such as the Severe Acute
Respiratory Syndrome, on general economic activity.

For further  information  regarding risks and uncertainties  associated with the
Company's  business,  please  refer to the "Risk  Factors"  section of Company's
Annual  Report on Form 20-F,  copies of which may be  obtained  from the Website
maintained by the Securities and Exchange Commission at http://www.sec.gov.

All  information  in this release is made as of the date of this press  release.
Deswell  undertakes no duty to update any  forward-looking  statement to conform
the statement to actual results or changes in Deswell's expectations.

                                    - more -


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





                                               Quarter ended             Year ended
                                                 March 31,                March 31,
                                          ---------    ---------    ---------   ---------
                                            2007         2006          2007       2006
                                          ---------    ---------    ---------   ---------
                                                (Unaudited)              (Unaudited)

                                                                    
Net sales                                 $  30,373    $  26,183    $ 136,779   $ 115,276
Cost of sales                                25,165       21,167      105,506      89,850
                                          ---------    ---------    ---------   ---------
Gross profit                                  5,208        5,016       31,273      25,426
Selling, general and administrative
Expenses                                      4,439        4,083       18,957      15,052
Other income/(expenses), net                  1,069         (741)       1,376        (823)
                                          ---------    ---------    ---------   ---------
Operating income (note 4)                     1,838          192       13,692       9,551
Interest expense                                 --           (6)          --          (6)
Non-operating income/(expenses), net            113          135          547         447
                                          ---------    ---------    ---------   ---------
Income before income taxes                    1,951          321       14,239       9,992
Income taxes                                    393         (191)       1,239         (27)
                                          ---------    ---------    ---------   ---------
Income before minority interests              1,558          512       13,000      10,019
Minority interests                               (4)          59          833       1,240
                                          ---------    ---------    ---------   ---------
Net income                                $   1,562    $     453    $  12,167   $   8,779

Other comprehensive income
Foreign currency translation adjustment      (1,166)         436          670         436
                                          ---------    ---------    ---------   ---------
Comprehensive income                      $     396    $     889    $  12,837   $   9,215
                                          =========    =========    =========   =========

Net income per share (note 3) Basic:
Net income per share                      $    0.10    $    0.03    $    0.81   $    0.59
                                          =========    =========    =========   =========
Weighted average common shares
outstanding (in thousands)                   15,023       14,924       14,948      14,908
                                          =========    =========    =========   =========

Diluted:
Net income per share (note 3)             $    0.10    $    0.03    $    0.81   $    0.59
                                          =========    =========    =========   =========
Weighted average common shares
outstanding (in thousands)                   15,159       14,924       15,040      14,936
                                          =========    =========    =========   =========




                                    - more -


DESWELL INDUSTRIES, INC.

Consolidated Balance Sheet
(U.S. dollars in thousands)





                                                              March 31,   March 31,
                                                                2007         2006
                                                              ---------   ---------
                                                             (Unaudited)  (Audited)
ASSETS

                                                                    
Current assets:
     Cash and cash equivalents                                $  24,549   $  25,369
     Restricted cash                                                 --         649
     Marketable securities                                          107         164
     Accounts receivable, net                                    21,063      18,318
     Inventories                                                 29,495      21,845
     Prepaid expenses and other current assets                    4,999       5,035
     Income taxes receivable                                        130          --
                                                              ---------   ---------
           Total current assets                                  80,343      71,380
Property, plant and equipment - net                              60,157      58,286
Deferred income tax assets                                           --         294
Goodwill                                                            710         710
                                                              ---------   ---------
             Total assets                                     $ 141,210   $ 130,670
                                                              =========   =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                         $  15,865   $  10,886
     Dividend payable                                                --       2,089
     Customer deposits and accrued expenses                       5,035       3,107
     Deferred income tax                                            321          --
     Income taxes payable                                           450         184
                                                              ---------   ---------
           Total current liabilities                             21,671      16,266
                                                              ---------   ---------
Minority interests                                                7,884       7,636
                                                              ---------   ---------

Shareholders' equity
     Common stock
     - authorized 30,000,000 shares; issued and outstanding
       15,038,730 shares at March 31, 2007 and
       14,923,730 at March 31, 2006                              43,024      41,254
     Additional paid-in capital                                   6,970       6,970
     Accumulated other comprehensive income                       1,106         436
     Retained earnings                                           60,555      58,108
                                                              ---------   ---------
           Total shareholders' equity                           111,655     106,768
                                                              ---------   ---------
             Total liabilities and shareholders' equity       $ 141,210   $ 130,670
                                                              =========   =========




                                    - more -


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




                                                                         Year ended
                                                                          March 31,
                                                                          ---------
                                                                      2007        2006
                                                                    --------    --------
                                                                   (Unaudited)  (Audited)

                                                                          
Cash flows from operating activities:
       Net income                                                   $ 12,167    $  8,779
       Adjustments to reconcile net income to net cash
         provided by operating activities:
         Depreciation and amortization                                 5,274       5,299
         (Gain)/loss on sale of property, plant and equipment           (643)         45
         Unrealized holding loss on marketable securities                 57          80
         Stock-based compensation cost                                   631          --
       Minority interests                                                833       1,215
       Changes in current assets and liabilities:
         Accounts receivable                                          (2,745)      6,773
         Inventories                                                  (7,650)       (709)
         Prepaid expenses and other current assets                        36        (274)
         Income taxes receivable                                        (130)         20
         Accounts payable                                              4,979      (5,563)
         Customer deposits and accrued expenses                        1,928      (2,908)
       Deferred income tax                                               615        (294)
         In income taxes payable                                         266        (141)
                                                                    --------    --------
       Net cash provided by operating activities                      15,618      12,322
                                                                    --------    --------

Cash flows from investing activities
       Purchase of property, plant and equipment                      (7,812)     (6,940)
       Proceeds from disposal of property, plant and equipment         3,232          50
                                                                    --------    --------
         Net cash used in investing activities                        (4,580)     (6,890)
                                                                    --------    --------

Cash flows from financing activities
       Dividend paid                                                 (11,809)     (9,400)
       Dividends paid to minority shareholders of a subsidiary          (582)     (1,229)
       Contribution from minority shareholders of subsidiaries            --        (170)
       Exercise of stock options                                       1,139         352
       Decrease in restricted cash                                       649         391
                                                                    --------    --------
         Net cash used in financing activities                       (10,603)     (7,967)
                                                                    --------    --------

Net cash effect of translation adjustment                             (1,255)       (169)

Net decrease in cash and cash equivalents                               (820)     (2,704)
Cash and cash equivalents, at beginning of year                       25,369      28,073
                                                                    --------    --------
Cash and cash equivalents, at end of year                             24,549      25,369
                                                                    ========    ========

Supplementary disclosures of cashflow information:
       Interest                                                           --           6
       Income taxes paid, net                                            487         215
                                                                    ========    ========

Supplementary disclosures of significant non-cash transactions:
    Issuance of common stock in connection of acquisition of
       Additional 5% shareholdings of a subsidiary                        --       1,834
       Excess of acquisition cost over the fair value of acquired
       net assets of additional 5% shareholdings of a subsidiary          --        (234)
                                                                    ========    ========




                                    - more -


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 March 31, 2007 and March
         31,  2006,  the results of  operations  for the quarters and year ended
         March  31,  2007 and March 31,  2006,  and the cash  flows for the year
         ended March 31, 2007 and March 31, 2006. The notes to the  Consolidated
         Financial  Statements contained in the Form 20-F Annual Report filed on
         July 14, 2006 under the Securities  Exchange Act of 1934 should be read
         in conjunction with these Consolidated Financial Statements.

2.       Inventories
         -----------

                                                  March 31,   March 31,
                                                    2007        2006
                                                  ---------   ---------
         Inventories by major categories :
           Raw materials                          $  13,267   $   8,782
           Work in progress                          10,227       6,932
           Finished goods                             6,001       6,131
                                                  ---------   ---------
                                                  $  29,495   $  21,845
                                                  =========   =========

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 potentially dilutive 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  potentially  dilutive  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 years  ended  March 31,  2007 and 2006 were both
         from the Company's continuing operations.

4.       Restatement of Operating Income
         -------------------------------

         Other operating  income/(expenses) are reclassified in the consolidated
         statement  of  income  for the year  ended  March 31,  2007 for  better
         presentation. Comparative figures for the year ended March 31, 2006 are
         restated accordingly. The restatement of operating income has no impact
         on the net income on the consolidated statement of income for the years
         ended March 31, 2007 and 2006.


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 and distribution  sales of
audio equipments. 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 less expensive labor rates as compared with Hong Kong.


Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006
---------------------------------------------------------------------

Net Sales - The  Company's  net sales for the quarter  ended March 31, 2007 were
$30,373,000,   an  increase  of  $4,190,000,   or  16.0%,  as  compared  to  the
corresponding  period in 2006.  The increase in sales was mainly  related to the
increase in sales at our electronic and metallic segment of $5,274,000 offset by
the decrease in sales at our plastic segment of $1,084,000.  This represented an
increase of 37.0% and a decrease of 9.1% respectively,  as compared with the net
sales from these segments in the corresponding period in the prior year.

The  revenue  decrease  at our  plastic  segment  was  mainly  the result of the
decrease in orders from existing customers of $5,403,000 which was partly due to
customers  delaying  the  progress  of new  model  productions,  offsetting  the
increase  in orders  from both new and  existing  customers  of  $2,583,000  and
$1,736,000, respectively.

The increase in net sales in the electronic and metallic  segment was mainly due
to the  increase  in  orders  from  OEM  products  from  existing  customers  of
$7,190,000,  of which the increase in order of $4,869,000  and  $1,356,000  were
related  to  professional  audio  equipments  and  telecommunication  equipments
respectively.  These increases, together with the increase in distribution sales
of $56,000,  offset the decrease in orders of electronics and metallic  products
from new and existing customers of $1,201,000 and $771,000 respectively.

Gross  Profit - The gross  profit  for the  quarter  ended  March  31,  2007 was
$5,208,000,  representing a gross profit margin of 17.1%. This compares with the
overall  gross profit and gross  profit  margin of  $5,016,000  or 19.2% for the
quarter ended March 31, 2006.

Gross profit in the plastic segment increased by $280,000 to $3,186,000 or 29.4%
of net sales,  for the quarter  ended March 31, 2007  compared to  $2,906,000 or
24.4% of net sales,  for the quarter  ended March 31, 2006.  The improved  gross
margin was mainly  attributed to a change in customer mix and product mix in the
quarter ended March 31, 2007 when comparing with the year ago quarter. Moreover,
there  was a stock  provision  of  $645,000  or 5.4%  of net  sales  made in the
corresponding quarter in last year, of which $588,000 was mainly relating to the
discontinuation  of a  telecommunication  customer's  European  product  launch.
Moreover,  there  was a 20%  increase  in  labor  cost  and an  average  of 3.8%
appreciation in Chinese  renminbi  currency where most of our direct overhead is
denominated as compared with the quarter last year.

                                    - more -


DESWELL INDUSTRIES, INC.

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


Gross  profits in the  electronic  & metallic  segment  decreased  by $88,000 to
$2,022,000, or 10.4% of net sales, for the quarter ended March 31, 2007 compared
to $2,110,000 or 14.8% of net sales, for the same period last year. The decrease
in gross margin was mainly attributed to an increased material cost of 3.7% as a
percentage of sales,  which is due to a write-off of obsolete  stock of $296,000
together with a stock provision of $193,000 in the quarter and the  appreciation
in Chinese renminbi  currency as discussed above.  Approximately 18% of material
supplies were denominated in Chinese renminbi. Additionally, the labor rate also
increased by approximately 19% in the quarter as compared with prior year.

Selling,  General and  Administrative  Expenses - SG&A  expenses for the quarter
ended March 31, 2007 were $4,439,000,  or 14.6% of total net sales,  compared to
$4,083,000,  or 15.6% of total net sales for the quarter  ended March 31,  2006.
There was an  increase  in  selling,  general  and  administrative  expenses  of
$356,000 over the corresponding period.

The SG&A  expenses in the plastic  segment  increased by $182,000,  or 8.2%,  to
$2,401,000, or 22.1% of net sales, for the quarter ended March 31, 2007 compared
to $2,219,000 or 18.6% of net sales for the  corresponding  period in 2006.  The
increase  was  primarily  related  to the  increase  in staff  cost and  welfare
expenses of $226,000  and  depreciation  expenses  of  $98,000,  offsetting  the
savings in other general & administrative  expenses of $149,000 upon the closure
of one of our PRC subsidiaries during the quarter.

The SG&A expenses in the electronic & metallic segment increased by $174,000, or
9.3%, to $2,038,000, or 10.4% of net sales, for the quarter ended March 31, 2007
compared to $1,864,000,  or 13.1% of net sales for the  corresponding  period in
2006.  The  increase  was  primarily  related to the  increase in staff cost and
welfare  expenses of  $165,000,  and selling  expenses of $29,000 as a result of
increase in  headcount  for the  expansion of our OEM  business  offsetting  the
decrease in depreciation expenses of $13,000.

Other operating  income - Other operating  income was $1,069,000 for the quarter
ended March 31, 2007, an increase of $1,810,000 as compared to other expenses of
$741,000 for the quarter ended March 31, 2006.

On a segment basis,  other operating income  attributable to the plastic segment
was  $1,147,000,  an increase of  $1,898,000  as compared  with other  operating
expenses  of  $751,000  for the quarter in last year.  The  increase  was mainly
attributed to an exchange  transaction  adjustment of $1,166,000 of a subsidiary
having a non-United  States dollar  functional  currency  reclassified  from the
exchange reserve in this quarter and a doubtful account receivable  provision of
$970,000 in the quarter  ended  March 31, 2006  relating to a  telecommunication
customer's  financial  issues due to a failed European product launch but nil in
this  quarter.  This offset the  increase in loss on disposal of fixed assets of
$19,000 which is mainly related to the closure of one of our subsidiaries in the
quarter ended March 31, 2007,  and the tax refunded on  reinvestment  of certain
retained  earnings in one of our PRC  subsidiaries  of $173,000 in the last year
quarter.

Other  operating  income  attributable  to the  electronic  &  metallic  segment
decreased  $88,000 to other  operating  expense of $78,000 in the quarter  ended
March 31,  2007 as  compared  with other  operating  income of  $10,000  for the
year-ago  quarter.  This  decrease  was  mainly due to a bad debt  write-off  of
$142,000 during the quarter ended March 31, 2006 but $nil for this quarter,  and
gain on disposal of fixed assets of $147,000  offsetting an increase in exchange
loss of $76,000,  and an allowance  for doubtful  receivable  of $174,000 in the
quarter ended March 31, 2007.


DESWELL INDUSTRIES, INC.

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



Operating  Income - Operating  income was $1,838,000 for the quarter ended March
31, 2007, an increase of $1,646,000 as compared with the  corresponding  quarter
in the prior year.

On a segment  basis,  the  operating  income of the plastic  division  increased
$1,996,000 to  $1,932,000,  or 17.8% of net sales in the quarter ended March 31,
2007  compared to  operating  loss of $64,000 in  corresponding  period in 2006.
Operating income in the plastic division  increased due to the increase in gross
profit and other  operating  income  offsetting the increase in SG&A expenses as
described above.

The operating income of the electronic & metallic segment decreased  $350,000 to
an operating  loss of $94,000,  in the quarter  ended March 31, 2007 compared to
$256,000, or 1.8% of net sales in the corresponding period in 2006. Electronic &
metallic  operating income decreased due to the decrease in gross profit coupled
with the  increase in SG&A  expenses and other  operating  expenses as described
above.

Non-operating income - Non-operating income for the quarter decreased by $22,000
to $113,000 for the quarter  ended March 31, 2007 as compared  with the year-ago
quarter.  This is  mainly  attributed  to the  increase  in  impairment  loss on
marketable  securities of $26,000  offsetting the increase in interest income of
$8,000 during the quarter.

Income  Taxes - Income tax for the quarter  comprised  of income tax expenses of
$393,000,  as compared  with income tax credit of $191,000 in the  corresponding
quarter in the prior year.

On a segment basis,  the income tax of the plastic  segment  comprised of income
tax  expenses of $187,000  and a deferred  income tax of 321,000 for the quarter
ended March 31,  2007,  this  compared  with income tax  expenses of $73,000 and
deferred income tax assets of $265,000 for the quarter ended March 31, 2006. The
increase  was mainly  attributed  to the increase in income tax and deferred tax
provision in the quarter.  The income tax expenses for the electronic & metallic
segment  decreased  from  $1,000 to a credit of $115,000  for the quarter  ended
March 31, 2007.  This was mainly due to a recognition  of tax refund of $124,000
in the quarter.

Minority  Interest - Minority  interests  represent a 24%  minority  interest in
Integrated  International Limited, the holding company holding the capital stock
of Deswell's  electronic and metallic  subsidiaries.  In April 2005, the Company
acquired an additional 5% interest in  Integrated,  increasing  its ownership in
that  subsidiary  from 71% to 76%.  In June 2005,  the  Company  liquidated  the
marketing  subsidiary in which it previously held a 49% minority  interest.  The
decrease  in dollar  amount of  minority  interest to a credit of $4,000 for the
quarter ended March 31, 2007, from $59,000 for the corresponding  quarter in the
prior year,  represented a decrease in operating  income in the  electronics and
metallic subsidiaries in the quarter ended March 31, 2007.

Net Income - Net income was  $1,562,000 for the quarter ended March 31, 2007, an
increase of $1,109,000 or 244.8%,  as compared to net income of $453,000 for the
quarter  ended  March 31,  2006,  and net  income as a  percentage  of net sales
increased  from 1.7% to 5.1% for the quarter ended March 31, 2007.  The increase
in net income was mainly the result of the  increase in other  operating  income
and the  decrease  in  minority  interest  offsetting  the  income in income tax
expenses as described above.

Net income for the plastic segment increased by $1,302,000 to $1,558,000 for the
quarter ended March 31, 2007 compared to $256,000 for the corresponding  quarter
in 2006. The increase in net income of the plastic segment was mainly the result
of the  increase  in  operating  income  offsetting  the  increase in income tax
expenses as described above.

DESWELL INDUSTRIES, INC.

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


Net income for the electronic & metallic segment decreased by $193,000 to $4,000
for the quarter ended March 31, 2007 compared to $197,000 for the  corresponding
quarter in 2006. The decrease in net income of the electronic & metallic segment
was  mainly  the result of the  decrease  in  operating  income  offsetting  the
decrease in income tax expenses and minority interest as described above.


Year Ended March 31, 2007 Compared to Year Ended March 31, 2006
---------------------------------------------------------------

Net  Sales - The  Company's  net sales for the year  ended  March 31,  2007 were
$136,779,000,  an  increase  of  $21,503,000  or 18.7% as compared to year ended
March 31,  2006.  The  increase in sales was mainly  related to the  increase in
sales at our plastic segment and electronics and metallic segment of $11,161,000
and  $10,342,000  respectively.  This  represented  increases of 23.1% and 15.4%
respectively,  as  compared  with the net sales from the  segments  in the prior
year.

The revenue  increase in our plastic segment was mainly a result of the increase
in orders from a  telecommunication  customer of $7,991,000  and other  existing
customers of $3,988,000; and increase in orders from new customers of $9,125,000
over the corresponding  period in the prior year. The increase in new orders was
mainly for sales of electronic game and entertainment  products.  These together
offset the decrease in orders from  existing  customers of  $9,943,000.  The net
increase resulted from a change in customer mix as compared with last year.

The revenue increase in our electronic and metallic segment was mainly due to an
increase in orders for electronic  products from both existing and new customers
of $11,262,000 and $2,185,000,  respectively,  offsetting the decrease in orders
from  existing  customers  of  $2,462,000  in  electronic  sales and $638,000 in
metallic sales and $5,000 in distribution sales  respectively.  The net increase
was the  result of a change in  business  and  customer  mix  during the year as
compared  with last year.  The  increase in sales in the OEM products was mainly
for sales of professional audio equipment products.

Gross  Profit  - The  gross  profit  for the  year  ended  March  31,  2007  was
$31,273,000, representing a gross profit margin of 22.9%. This compares with the
overall  gross profit and gross profit  margin of  $25,426,000  or 22.1% for the
year ended March 31, 2006.

Gross profit in the plastics  segment  increased by $5,647,000 to $18,937,000 or
31.9% of net sales, for the year ended March 31, 2007 compared to $13,290,000 or
27.5% of net sales, for the year ended March 31, 2006. The improved gross margin
was mainly attributed to a change in customer and product mix where lower margin
assembly sales decreased by approximately 36% and higher margin orders increased
during the year as compared with prior year; and our continued  tight control of
factory  overhead  despite  the 40.5%  increase in labor cost as a result of the
approximately  $1,005,000  in severance  paid upon the closure of one of our PRC
subsidiaries during the year ended March 31, 2007 and an average 14% increase in
labor rate as compared with last year.

Gross  profits in the  electronic  & metallic  segment  increased by $200,000 to
$12,336,000,  or 15.9% of net sales,  for the year ended March 31, 2007 compared
to  $12,136,000  or  18.1% of net  sales,  for the last  year.  This was  mainly
attributed to the change in customer and product mix and the increased  material
pricing  pressure on some of our  electronic  materials;  an  approximately  32%
increase in labor rate and an average of 3.8%  appreciation in Chinese  renminbi
currency  during  fiscal  year  2007  where  most of our  direct  overheads  and
increased local material sourcing are denominated, as compared with last year.


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 year ended
March 31,  2007 were  $18,957,000,  amounting  to 13.9% of total net  sales,  as
compared to $15,052,000 or 13.1% of total net sales for the year ended March 31,
2006.

The SG&A  expenses in the plastic  segment  increased by  $1,795,000 or 21.1% to
$10,317,000 or 17.4% of net sales, for the year ended March 31, 2007 compared to
$8,522,000 or 17.7% of net sales, for the prior year. The increase was primarily
related to a stock based compensation cost of $820,000, the increase in director
remuneration of $402,000 and  approximately  $388,000 in severance paid upon the
closure of one of our PRC subsidiaries during the year, coupled with an increase
in selling expenses of $140,000 and depreciation expense of $162,000 as a result
of the increase in sales  activities  and machinery  investment  during the year
ended March 31, 2007 as compared with last year.

The SG&A expenses in the electronic & metallic  segment  increased by $2,110,000
or 32.3% to $8,640,000 or 11.2% of net sales,  for the year ended March 31, 2007
compared to $6,530,000 or 9.7% of net sales for the prior year. The increase was
primarily  related to the increase in salary expenses and staff welfare expenses
of  $1,265,000  and  $61,000;  as a result of both  increase  in staff  rate and
headcounts in various departments.  Moreover,  there were an increase in selling
logistic  expenses of $438,000 and increase in other general expense of $338,000
during the year,  as a result of the  increase in sales  activities  as compared
with last year.

Other  operating  income - Other  operating  income was  $1,376,000 for the year
ended  March 31,  2007,  an increase of  $2,199,000  as compared  with the other
operating expenses of $823,000 for the year ended March 31, 2006.

On a segment basis,  other operating income  attributable to the plastic segment
increased $2,139,000 to $1,484,000 in the year ended March 31, 2007, as compared
to other  expenses of $655,000 for the year ended March 31,  2006.  The increase
was mainly attributed to an exchange  transaction  adjustment of $1,166,000 of a
subsidiary having a non-United States dollar functional  currency and a decrease
in doubtful  account  receivable  provision  of $766,000 of which  $970,000  was
related  to a  telecommunication  customer's  financial  issues  due to a failed
European product launch in the year ended March 31, 2006; This together with the
gain on disposal of fixed assets of $560,000  which is mainly  resulted from the
disposal of owned quarter premises upon closure of one of our PRC  subsidiaries;
offset the $173,000 tax refund received on our  reinvestment of certain retained
earnings in one of our PRC  subsidiaries and the increase in other exchange loss
of $163,000 as compared with the prior year.

Other  operating  income  attributable  to the  electronic  &  metallic  segment
increased $60,000, to operating expenses of $108,000 in the year ended March 31,
2007,  as  compared to other  expenses of $168,000  for the year ended March 31,
2006.  This  increase was  primarily  due to the increase in gain on disposal of
fixed  assets of $128,000  and the  decrease in bad debt  write-off  of $169,000
offsetting the increase in allowance for doubtful receivables of $206,000 during
the year ended March 31, 2007.

Operating Income - Operating income was $13,692,000 for the year ended March 31,
2007, an increase of $4,141,000, or 43.3% as compared with the prior year.

On a segment  basis,  the  operating  income of the plastics  segment  increased
$5,991,000  to  $10,104,000  or 17.0% of net sales,  in the year ended March 31,
2007 compared to $4,113,000 or 8.5% of net sales in the prior year. The increase
in operating  income was  attributable to the increase in gross profit and other
operating income offsetting the increase in SG&A expenses as described above.


DESWELL INDUSTRIES, INC.

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


The operating income of electronics & metallic segment  decreased  $1,850,000 to
$3,588,000  or 4.6% of net sales,  in the year ended March 31, 2007  compared to
$5,438,000  or 8.1% of net sales in the prior year.  The  decrease in  operating
income was attributable to the increase in SG&A expenses offsetting the increase
in gross profit and decrease in other operating expenses as described above.

Non-operating  income - Non-operating  income for the year increased by $100,000
to $547,000 for the year ended March 31, 2007 as compared  with last year.  This
is mainly attributed to the decrease in impairment loss on marketable securities
of $20,000,  the  increase in  interest  income of $55,000 and rental  income of
$23,000 in the year as compared with prior year.

Income Taxes - Income tax for the year ended March 31, 2007  comprised of income
tax expenses of $624,000,  realization of deferred income tax assets of $294,000
and a deferred tax  provision of $321,000,  compared with income tax expenses of
267,000 and a deferred income tax credit of $294,000 in the prior year.

On a segment basis,  the income tax of the plastic  segment  comprised of income
tax expenses of $472,000,  realization of deferred  income tax of $294,000 and a
deferred  tax  provision  of  $321,000  for the year ended  March 31,  2007,  as
compared  with income tax expenses of $8,000 and  deferred  income tax credit of
$294,000 in the prior year. The increase was mainly  related to the  realization
of deferred income tax assets of $294,000;  an  under-provision  of $253,000 for
taxable year 2004 and 2005 and a current year  provision of $197,000 as a result
of the  reassessment  of the first taxable year from 2004 to 2002 by the PRC Tax
Bureau  for a plastic  manufacturing  subsidiary  during the year and a deferred
income tax  provided of $321,000.  The income tax expenses for the  electronic &
metallic  segment  decreased  $107,000 to $152,000  for the year ended March 31,
2007.  This was mainly due to  recognition of tax refundable of $124,000 for the
year ended March 31, 2007.

Minority  Interest - Minority  interests  represent a 24%  minority  interest in
Integrated  International Limited, the holding company holding the capital stock
of Deswell's  electronic and metallic  subsidiaries.  In April 2005, the Company
acquired an additional 5% interest in  Integrated,  increasing  its ownership in
that  subsidiary  from 71% to 76%.  In June 2005,  the  Company  liquidated  the
marketing  subsidiary in which it held a 49% minority interest.  The decrease in
the dollar amount of minority  interest to $833,000 for the year ended March 31,
2007, from $1,240,000 for the prior year,  represented the decrease in operating
income in the electronics and metallic subsidiaries during the year.

Net Income - Net income was  $12,167,000  for the year ended March 31, 2007,  an
increase of $3,388,000 or 38.6%, as compared to net income of $8,779,000 for the
year March 31, 2006. Net income as a percentage of net sales increased from 7.6%
to 8.9% for the year ended March 31, 2007. The increase in net income was mainly
the result of the  increase  in  operating  income and the  decrease in minority
interest offsetting the increase in income tax expenses, as described above.

Net  income  for the  plastic  segment  increased  by  $4,660,000  or  96.9%  to
$9,467,000  for the year ended March 31, 2007  compared  to  $4,807,000  for the
prior year 2006.  The  increase in net income of the plastic  segment was mainly
the result of the increase in operating income offsetting the increase in income
tax expenses, as described above.

Net income for the  electronic & metallic  segment  decreased by  $1,271,000  or
32.0% to $2,701,000 for the year ended March 31, 2007 compared to $3,972,000 for
the prior year 2006.  The  decrease in net income of the  electronic  & metallic
segment was mainly the result of the decrease in operating income offsetting the
increase in other  income,  the  decrease in income tax expenses and in minority
interest, as described above.


DESWELL INDUSTRIES, INC.

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



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 March 31, 2007, the Company had a working  capital  surplus of $58,672,000
and cash and cash  equivalents  of  $24,549,000.  This  compares  with a working
capital surplus of $55,114,000  and cash and cash  equivalents of $25,369,000 at
March 31, 2006. The decrease in cash and cash equivalents was mainly  attributed
to the capital  investment of $7,812,000,  dividend  distribution of $11,809,000
and dividend  distribution to minority  shareholders of subsidiaries of $582,000
offsetting  the  increase  in net  cash  provided  by  operating  activities  of
$15,618,000,  the  exercise  of stock  options  by  directors  and  officers  of
$1,139,000 and the decrease in restricted cash of $649,000 during the year ended
March 31, 2007.

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  no
short-term borrowings and long-term borrowings at March 31, 2007.

As of March 31, 2007, the Company had no general banking facilities. The Company
expects that working capital  requirements and capital  additions will be funded
through internally generated funds.


                                     - 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/ Franki Tse
                                                     ---------------------------
                                                     Franki Tse
                                                     Chief Executive Officer

Date: June 27, 2006