*Exhibit 12.2*

**CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A)**

**OR RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934**

I, HERMAN WONG, certify that: 

1. I have reviewed this Annual Report on Form 20-F of Deswell Industries, Inc. 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cashflows of the company as of, and for, the periods presented in this report; 

4. The company’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the company for the company and have: 

(a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared; 

(b) Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; 

(c) Evaluated the effectiveness of the company’s disclosure controls andprocedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the periodcovered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the auditcommittee of the company’s board of directors (or persons performing the equivalent functions): 

(a) All significantdeficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;and 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in thecompany’s internal control over financial reporting. 

Date: August 2, 2011