SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)
            Information statement pursuant to Rules 13d-1 and 13d-2

                    Under the Securities Exchange Act of 1934
                                 (Amendment No.5)

                            Deswell Industries, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    250639101
                                 (CUSIP Number)

Date of  Event Which Requires Filing of this Statement: December 31, 2004

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

CUSIP No. 250639101   13G     
  1   NAME OF REPORTING PERSON 
  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
  Royce & Associates, LLC    52-2343049 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
                                                (a)  [ ] 
                                                (b)
  3   SEC USE ONLY 
  4   CITIZENSHIP OR PLACE OF ORGANIZATION 
                       New York 
  NUMBER OF        5  SOLE VOTING POWER 
    SHARES           922,733
 BENEFICIALLY      6      SHARED VOTING POWER 
   OWNED BY 
     EACH          7  SOLE DISPOSITIVE POWER 
  REPORTING          922,733
   PERSON          8  SHARED DISPOSITIVE POWER 
    WITH 
  9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
     PERSON          922,733
 10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 
     EXCLUDES CERTAIN SHARES             [ ] 
 11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
                     10.09%
 12  TYPE OF REPORTING PERSON 
                      IA 
 

CUSIP No. 250639101   13G     
Item 1(a)    Name of Issuer: 
Deswell Industries, Inc.
 
Item 1(b)    Address of Issuer's Principal Executive Offices: 
Investor Relation Consultant
Lipper/heilshorn & Associates
New York, NY   10022 
Item 2(a)    Name of Persons Filing: 
             Royce & Associates, LLC
Item 2(b)    Address of Principal Business Office, or, if None, Residence: 
     1414 Avenue of the Americas, New York, NY  10019         
Item 2(c)    Citizenship: 
             New York Corporation
Item 2(d)    Title of Class of Securities: 
              Common Stock
Item 2(e)    CUSIP Number: 
250639101
Item 3   If this statement is filed pursuant to rules 13d-1(b), or 13d- 
         2(b), check whether the person filing is a: 
     (a) [ ] Broker or Dealer registered under Section 15 of the Act 
     (b) [ ] Bank as defined in Section 3(a)(6) of the Act 
     (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act 
     (d) [ ] Investment Company registered under Section 8 of  
             the Investment Company Act 
     (e) [X] Investment Adviser registered under Section 203 of  
             the Investment Advisers Act of 1940 
     (f) [ ] Employee Benefit Plan, Pension Fund which is  
             subject to the provisions of the Employee  
             Retirement Income Security Act of 1974 or Endowment Fund 
     (g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G)
     (h) [ ] Group 
CUSIP No. 250639101   13G     
 Item 4  Ownership 
     (a) Amount Beneficially Owned: 
                          922,733
     (b) Percent of Class: 
                          10.09%
     (c)     Number of shares as to which such person has: 
 
         (i) sole power to vote or to direct the vote 
                                              922,733
 
         (ii)    shared power to vote or to direct the vote 
                                         __________ 
        (iii)    sole power to dispose or to direct the disposition  
                 of                              922,733
         (iv)    shared power to dispose or to direct the  
                 disposition of                  __________ 
Item 5   Ownership of Five Percent or Less of a Class. [       ] 
Item 6   Ownership of More than Five Percent on Behalf of Another Person .
             NOT APPLICABLE 
Item 7   Identification and Classification of the Subsidiary Which Acquired  
         The Security Being Reported on by the Parent Holding  
         Company. 
             NOT APPLICABLE 
Item 8   Identification and Classification of Members of the Group. 
             NOT APPLICABLE
Item 9   Notice of Dissolution of Group. 
             NOT APPLICABLE 

CUSIP No. 250639101   13G      
Item 10  Certification. 
 
 By signing below I certify that, to the best of my knowledge and belief, 
 the securities referred to above were acquired  and are held in the ordinary 
 course of business and were not acquired and are not held for the purpose of
 or with the effect of changing or influencing the control of the issuer of 
 the securities and were not acquired and are not held in connection with  
 or as a participant in any transaction having that purpose or effect. 
 
                                   Signature 
 
 After reasonable inquiry and to the best of my knowledge and belief, 
 I certify that the information set forth in this statement with respect 
 to it is true, complete and correct. 
 
Date:    January 25, 2005
 
 
 
 
 
 
By: Daniel A. O'Byrne, Vice President