SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NEEDHAM & CO INC (Last) (First) (Middle) 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SOUTHWALL TECHNOLOGIES INC /DE/ [ SWTX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/18/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$0.01	12/18/2003(1)		J			313,705	(2)	12/18/2008	Common Stock	313,705	(1)	627,410	D
Warrant (right to buy)	$0.01	12/18/2003(1)		A		26,551		(2)	12/18/2008	Common Stock	26,551	(1)	653,961	D
Warrant (right to buy)	$0.01	12/18/2003(1)		J			5,772	(2)	12/18/2008	Common Stock	5,772	(1)	648,189	D
Warrant (right to buy)	$0.01	01/15/2004(1)		A		941,115		(2)	01/15/2009	Common Stock	941,114	(1)	941,115	D
Warrant (right to buy)	$0.01	01/15/2004(1)		J			313,705	(2)	01/15/2009	Common Stock	313,705	(1)	627,410	D
Warrant (right to buy)	$0.01	01/19/2004(1)		A		10,082		(2)	01/19/2009	Common Stock	10,082	(1)	10,082	D
Warrant (right to buy)	$0.01	01/19/2004(1)		J			2,649	(2)	01/19/2009	Common Stock	2,649	(1)	7,433	D
Warrant (right to buy)	$0.01	01/30/2004(1)		A		4,702		(2)	01/30/2009	Common Stock	4,702	(1)	4,702	D
Warrant (right to buy)	$0.01	01/30/2004(1)		J			1,235	(2)	01/30/2009	Common Stock	1,235	(1)	3,467	D

1. Name and Address of Reporting Person* NEEDHAM & CO INC (Last) (First) (Middle) 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEEDHAM CAPITAL PARTNERS III BERMUDA LP (Last) (First) (Middle) C/O NEEDHAM & CO 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEEDHAM CAPITAL MANAGMENT LLC (Last) (First) (Middle) C/O NEEDHAM & CO 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEEDHAM CAPITAL MANAGEMENT BERMUDA LLC (Last) (First) (Middle) C/O NEEDHAM & CO 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 4 is filed by Needham & Company, Inc. ("Needham") on behalf of itself and the joint filers identified on the signature pages hereto to disclose that Needham: (a) obtained the reported warrants pursuant to loan guaranties it provided to the Issuer and (b) transferred one-third of such warrants to Dolphin Equity Partners, L.P. ("Dolphin") at Needham's cost in connection with Dolphin's agreement to provide funds in connection with such loan guaranties. Needham disclaims beneficial ownership of the portion of the warrants obtained and transferred to Dolphin.

2. Immediately exercisable.

Remarks:

This is a continuation of the preceeding Form 4.

	/s/ Glen W. Albanese, Chief Financial Officer	04/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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