October 13, 2005

VIA MAIL AND FACSIMILE
Mr. Peter Chang
Chief Financial Officer
DSG International Limited
17/F Watson Centre
16-22 Kung Yip Street
Kwai Chung, N T
Hong Kong


	Re:	DSG International Limited
		Form 20-F for Fiscal Year Ended December 31, 2004
		Filed June 28, 2005
		File No. 0- 19804


Dear Mr. Chang:

We have considered your response letter dated September 2, 2005
and other
information provided in our conference calls and have the
following
additional comments.

Form 20-F for the Fiscal Year Ended December 31, 2004

Item 15 - Controls and Procedures, pages 49 to 51

1. If it is the company`s intention to voluntarily comply with the
Item
15(b) of Form 20-F disclosures at this time, please revise the
format of
the disclosure to separately address conclusions regarding the
effectiveness of disclosure controls and procedures under
paragraph (a) of
the Item and management`s report on internal control over
financial
reporting under paragraph (b) of the Item.

2. Also revise management`s report on internal control over
financial
reporting to include the following information required by
paragraph (b)
of the Item:

a. Identify the framework used by management to evaluate
effectiveness.

b. Present management`s conclusion as to the effectiveness of the
company`s internal control over financial reporting.  Please note
that
paragraph (b)(3) of the Item indicates that management is not
permitted to
conclude that internal controls are effective when material
weaknesses
exist.  Also note that where management asserts that control
systems can
provide only "reasonable assurance" that objectives are met,
management`s
conclusion as to effectiveness must also indicate a "reasonable
level of
assurance."

c. For the material weaknesses identified by the auditor, clarify
the
impact these conditions have on financial reporting and the
control
environment.

d. State that the auditor issued an attestation report in this
regard.

e. Tell us why you have not voluntarily presented the auditor`s
attestation report as indicated by paragraph (c) of the Item.

f. Please revise the certifications signed by management and filed
as
exhibits to include the language related to management`s
responsibility
for internal control over financial reporting.

3. If you are providing additional information pertaining to the
company`s
system of internal controls over financial reporting which overlap
with
disclosure controls and procedures to meet Exchange Act Rule 12b-
20
requirements, then revise your disclosure as follows:

a. Remove the language in the last sentence of the second
paragraph that
appears to indicate that managements` certifications relate to its
report
on internal control over financial reporting.

b. Where possible, provide references to the system of disclosure
controls
and procedures rather than internal controls; and, where
necessary,
indicate that the internal controls referenced relate to those
that impact
the system of disclosure controls and procedures.

c. In the paragraph discussing the auditor`s findings:

i. Include the language that the reportable conditions represent
material
weaknesses in the first sentence of that paragraph.
ii. Clarify the impact these conditions have on financial
reporting and
the control environment.
iii. Indicate that improvements are intended to maintain an
effective
system.

4. Revise disclosures under "Change in Internal Controls" to
address
changes in internal controls over financial reporting that
occurred during
the period covered by the annual report as required by Item 15(d)
of Form
20-F.

Closing Comments

 As appropriate, please amend your filing and respond to these
comments on
EDGAR within 10 business days or tell us when you will provide us
with a
response.  Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information.
Detailed cover letters greatly facilitate our review.  Please
understand
that we may have additional comments after reviewing your
amendment and
responses to our comments.

	You may contact Gabrielle Malits, Staff Accountant, at (202)
551-3702
if you have questions regarding comments on the financial
statements and
related matters.  Please contact me at (202) 551-3683 with any
other
questions.

								Sincerely,



								Jill Davis
								Branch Chief

cc:	Robert E. Sullivan
	Pillsbury Winthrop Shaw Pittman
	Facsimile 415-983-1200


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Mr. Peter Chang
DSG International Limited
October 13, 2005
page 1



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