UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of ~~March~~September 3130, 2004.

Commission File Number

DSG International Limited

(Translation of registrant’s name into English)

17/Floor Watson Centre, 16-22 Kung Yip Street, Kwai Chung, NT, Hong Kong

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No ¨

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

SIGNATURES

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.

/s/ Peter Chang ~~(Registrant)~~Chief Financial Officer

Date ~~July~~December 1216, 2004

~~SEC~~DSG ~~1815~~INTERNATIONAL ~~(11-02)~~LIMITED REPORTS THIRD QUARTER AND

~~DSG~~YEAR-TO-DATE ~~INTERNATIONAL REPORTS FIRST QUARTER~~ FINANCIAL RESULTS

Duluth, ~~Ga.~~Georgia, ~~July~~December 1216, 2004 DSG International Limited (NASDAQ: DSGIF) today announced financial results for the ~~first~~third quarter ended ~~March~~September 3130, 2004. ~~The~~Net ~~Company’s net~~ sales in ~~for~~ the ~~first~~third quarter ofended ~~2004~~September ~~decreased~~30, ~~2.1%~~2004 towere $5653.46 million ~~from~~which ~~$57.6~~was ~~million~~at in the ~~first~~same ~~quarter~~level as last year’s third quarter net sales at $53.4 million. Net income ~~for~~in the ~~first~~third quarter of 2004 was $~~174~~546,000, ~~an improvement of $1.4 million~~ compared with ~~the~~net loss of $1.29 million in the ~~first~~same ~~quarter~~period oflast ~~2003~~year.

The sales in the Company’s Greater China, South East Asia and ~~Greater~~Europe ~~China~~ regions recorded a double- digit growth in the ~~first~~third quarter of 2004 ~~over~~versus 2003;. ~~especially~~We inhave ~~the~~experienced ~~PRC~~this ~~and Thailand markets which had a substantial~~ growth oflevel ~~over~~for ~~30%~~two onconsecutive ~~quarter-to-quarter basis~~quarters. However, ~~the~~this sales growth was offset by the ~~sales~~ decline inof the Company’s North American ~~region~~sales due to the ~~overall~~decision ~~softness~~made into ~~private~~exit ~~label~~the ~~business.~~unprofitable ~~Gross~~institutional ~~profit~~adult ~~margin improved~~incontinence bybusiness ~~2.2%~~in toJune 262004.3% Gross profit margin in the ~~first~~third quarter of 2004 was 25.3% compared ~~with~~to 23.8% for the same ~~quarter~~period last year. ~~which~~The improvement ~~was~~is primarily attributed to the reduction of ~~excess~~ manufacturing overhead in ~~the Company’s~~ North American operations. Selling, general and administrative expense as a percentage of net sales lowered to 22.9% compared to 25.6% in the ~~manufacturing~~same quarter last year. ~~efficiency~~This ~~improvement~~reduction reflected the impact of $1.5 million stock based compensation charged in ~~South~~last ~~East~~year. ~~Asia~~Excluding ~~operations~~this byitem, 2the selling, general and administrative expense in the third quarter of 2003 was $12.4% ~~and~~million 2or 23.01% ~~respectively~~of net sales. A restructuring cost of $510,000 was recorded in the third quarter of 2004 for the closure of the adult incontinence operation in Wisconsin, USA. Interest expense for the quarter ended September 30, 2004 was $460,000 compared to $340,000 last year due to higher level of debts at September 30, 2004 of $39.3 million versus $24.8 million at September 30, 2003.

~~Selling,~~For ~~general~~the ~~and~~nine ~~administrative~~months ~~expense~~ended asSeptember a30, ~~percentage~~2004, of net sales inincreased ~~the~~by ~~first~~1.3% ~~quarter~~to of$164.3 ~~2004~~million ~~was~~from 23$162.8%1 ~~which~~million ~~was~~for athe 90same ~~basis~~period ~~points~~in ~~reduction~~2003. ~~compared~~Gross ~~with~~profit margin in the ~~same~~first ~~period~~nine ~~last~~months ~~year~~of 2004 improved by 2.2% ~~The~~points to ~~reduction~~26.0% ~~was~~from 23.8% in the previous year primarily ~~attributed~~due byto ~~lower expenses~~reduction of manufacturing overhead in the North American operations. Selling, general and administrative expense. Inas ~~addition,~~a ~~during~~percentage of net sales for the first ~~quarter~~nine months of 2004, was 23.7% compared to 26.0% for the ~~Company~~same ~~recorded~~period alast year. Selling, general and administrative expenses through September 30, 2003, included stock-based compensation charge of $~~691,000,~~3.1 ~~compared~~million ~~with~~and ~~$213,000~~real ~~from~~estate ~~the~~transaction ~~same~~costs ~~quarter~~associated with a ~~year~~purchase ~~ago.~~of ~~The Company’s~~real ~~interest~~estate ~~expense~~ in the ~~first~~amount ~~quarter~~ of ~~2004 increased from~~ $~~341~~530,000. inExcluding ~~the~~these ~~same~~charges, ~~period~~the aselling, ~~year~~general ~~ago~~and toadministrative ~~$461,000.~~expense ~~This~~for ~~increase~~the ~~resulted~~nine ~~from~~months ~~the~~ended ~~higher~~September ~~borrowing~~30, ~~level~~2004 atas ~~the~~a ~~end~~percentage of ~~the~~net ~~first~~sales ~~quarter~~was ~~2004~~23.7%, which was comparable with this year’s level. Higher interest expense of $411.24 million ~~total~~in ~~debt~~the nine months of 2004 compared ~~with~~ to $261.30 million ~~debt~~last atyear ~~the~~was ~~end~~due ofto ~~the~~higher ~~first~~debt ~~quarter 2003~~levels. ~~The~~Exchange ~~exchange~~ loss of $46864,000 in the ~~first~~nine ~~quarter~~months period of 2004 ~~compared~~was toprimarily ~~the~~due to exchange ~~gain~~losses ofrealized ~~$282~~on intercompany loans. As a result,~~000~~ ~~from~~net income for the ~~same~~nine ~~period~~months ~~last~~ended ~~year~~September 30, 2004 was ~~due~~$1.2 million compared to ~~overall~~a ~~weakness~~net loss of $6.1 million for the ~~U.S.~~same ~~dollar~~period ~~against~~last ~~other curriences~~year.

InBrandon ~~addition~~Wang, Chairman of the Company, ~~announced~~said: in“I ~~June,~~am ~~2004~~pleased ~~the~~to ~~reopening~~see ~~of the~~our ~~Duluth,~~operation ~~Georgia~~continuing ~~facility~~to asimprove over last year for three quarters in a ~~distribution~~row. ~~centre~~It ~~and~~reinforces atour belief that the ~~same~~initiatives ~~time,~~we ~~the~~have ~~closure~~been ofworking on diligently are the ~~adult~~correct ~~incontinence~~ones ~~facility~~for inour ~~Wisconsin~~business. ~~This~~While ~~strategic~~the ~~move~~Company is toheading ~~exit~~in the ~~unprofitable~~right ~~institutional~~direction, ~~incontinence~~we, ~~business~~as ~~and~~a tocompany ~~focus~~also faced the ~~retail~~recent significant cost increase ~~incontinence~~pressure ~~business~~from ~~where~~raw material, energy and other operational expenses. Although this presents another challenge for the Company, ~~has~~with athe ~~better~~ongoing ~~shipping~~focus ~~efficiency~~on ~~and~~cost ~~supply~~reduction, ~~chain~~coupled ~~management~~with aggressive initiatives to ~~combine~~stream ~~disposable~~line ~~baby~~the ~~products~~operations, ~~with~~I ~~adult~~am ~~incontinence~~confident that ~~products~~the Company is well positioned to weather the storm.”

~~Brandon~~DSG International ~~Wang,~~Limited ~~Chairman~~and ofits ~~the~~predecessors ~~Company, said, “I am very encouraged by our first quarter results. During the quarter, we~~ have ~~recorded~~been ~~a high teen sales growth~~ in ~~our Asian Pacific region. It is gratifying to see that~~ the ~~hard~~business ~~work~~of manufacturing and ~~investments~~distributing wedisposable ~~made~~diapers ~~last~~since ~~year~~1973. toWith ~~cultivate~~manufacturing ~~the~~plants ~~markets~~ in ~~that~~Ohio ~~region has brought us promising result. Although the volume remains soft for our North American region due to competitive~~ and ~~demanding market conditions~~Washington, ~~our~~the ~~management~~Company ~~team~~also ~~has~~maintains ~~been focusing on capacity alignment and~~ manufacturing ~~efficiencies,~~operations ~~resulting~~ in ~~improvement~~Hong ofKong, Great ~~over~~Britain, ~~200~~China, ~~basis~~Thailand, ~~points~~Indonesia ofand ~~gross profit margin from last year~~Malaysia. ~~While~~ Additionally, the ~~competitive~~Company ~~market~~distributes ~~pressures~~its ~~will~~products ~~continue~~ throughout ~~all market places~~Asia, weNorth ~~are~~America ~~certain~~and ~~that~~Europe. ~~the~~The Company isproduces ~~better~~private ~~prepared~~label todisposable ~~meet~~diapers, ~~the~~adult ~~challenges~~incontinence ~~that~~products ~~lie~~and ~~ahead~~training pants ofat uscertain inof ~~the~~its ~~coming quarters~~operations. ~~The~~Its ~~first~~best ~~quarter~~selling ~~results~~brands ~~indicated~~include ~~that~~“Fitti®”, ~~we have~~“Pet ~~the~~Pet®”, ~~correct~~“Cosifits®”, ~~priorities~~“Baby toLove®”, ~~restore~~“Babyjoy®”, ~~the~~“Dispo ~~profitability~~123™”, of“Handy™”, ~~our~~“Certainty®”, ~~Company.~~“Merit®” and “Drypers®”.

DSG International Limited and its predecessors have been in the business of manufacturing and distributing disposable diapers since 1973. With manufacturing plants in Wisconsin, Ohio and Washington, the Company also maintains manufacturing operations in Hong Kong, Great Britain, China, Thailand, Indonesia and Malaysia. Additionally, the Company distributes its products throughout Asia, North America and Europe. The Company produces private label disposable diapers, adult incontinence products and training pants at certain of its operations. Its best selling brands include “Fitti®”, “Pet Pet®”, “Cosifits®”, “Baby Love®”, “Babyjoy®”, “Dispo 123™”, “Handy™”, “Certainty®”, “Merit®” and “Drypers®”.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This news release may contain forward-looking statements or predictions. These statements represent our judgment as of this date and are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed in such forward-looking statements. Potential risks and uncertainties are discussed in depth in DSG International ~~Ltd.~~Limited filings with the SEC, copies of which may be accessed through the SEC’s World Wide Web site at http://www.sec.gov.

~~July~~December 1216, 2004

STATEMENTS OF OPERATIONS ~~AND BALANCE SHEET DATA~~

~~The~~(In ~~Statements of Operations for the three-month period ended March 31~~thousands, ~~2004~~except ~~and~~earnings ~~2003,~~per ~~and the~~share) Balance Sheet information as of March 31, 2004, are derived from unaudited financial statements which, in the opinion of the management, include all necessary adjustments, consisting only of normally recurring adjustments, for a fair presentation of the results of operations for these time frames. The results for the periods, however, are not necessarily indicative of the results for the full year.

~~SUMMARY~~The Statements OFof ~~RESULTS~~Operations for the three-month and nine-month periods ended September 30, 2004 and 2003 are derived from unaudited financial statements which, in the opinion of the management, include all necessary adjustments, consisting only of normally recurring adjustments, for a fair presentation of the results of operations for these time frames. The results for the periods, however, are not necessarily indicative of the results for the full year.

(In thousands, except per share amounts)


	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Net sales	$	53,639		$	53,445		$	164,284		$	162,148

Gross profit		13,542			12,738		$	42,773			38,564

Gain (loss) on sale of property, plant and equipment		197			15			399			(36	)
Selling, general and administrative expense		(12,256	)		(13,704	)		(38,861	)		(42,155	)
Restructuring costs		(510	)		—			(510	)		—

Operating income (loss)		973			(951	)		3,801			(3,627	)

Interest expense		(460	)		(340	)		(1,434	)		(1,036	)
Exchange gain (loss)		(246	)		(226	)		(864	)		425
Other income		151			185			505			410

Income (loss) from continuing operations before income taxes		418			(1,332	)		2,008			(3,828	)

Credit (provision) for income taxes		87			(351	)		(814	)		(1,394	)
Minority interest		41			(235	)		41			(925	)

Net income (loss)	$	546		$	(1,918	)	$	1,235		$	(6,147	)

Earnings (losses) per share:
Basic	$	0.08		$	(0.30	)	$	0.17		$	(0.91	)

Diluted	$	0.07		$	(0.30	)	$	0.17		$	(0.91	)

Weighted average number of shares outstanding:
Basic		7,258			6,500			7,258			6,767

Diluted*		7,433			7,870			7,433			7,751

	Three months endedMarch 31,
	2004			2003
Net sales	$	56,426		$	57,646
Gross profit		14,845			13,886
Selling, general and administrative expense		(13,445	)		(14,216	)
Gain (loss) on sale of property, plant and equipment		26			(57	)
Operating income (loss)		1,426			(387	)
Interest expense		(461	)		(341	)
Exchange gain (loss)		(46	)		282
Other income		47			158
Income (loss) before income taxes and minority interest		966			(288	)
Provision for income taxes		(648	)		(644	)
Minority interest		(144	)		(306	)
Net income (loss)	$	174		$	(1,238	)
Income (loss) per share :
Basic	$	0.02		$	(0.18	)
Diluted*	$	0.02		$	(0.18	)
Weighted average number of shares outstanding :
Basic		7,258			6,989
Diluted		7,433			7,187

*	The restricted shares and stock options outstanding at September 30, 2003 have not been included in the computation of diluted earnings per share because to do so would be anti-dilutive for the three months and nine months ended September 30, 2003.

* The restricted shares and shares options outstanding at March 31, 2004 and 2003 have not been included in the computation of diluted earnings per share because to do so would be anti-dilutive for the three months ended March 31, 2004 and 2003.

STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands, unaudited)

	Three months endedMarch 31,
	Three months endedSeptember 30,							Nine months endedSeptember 30,
	2004			2003	~~2003~~			2004			2003
Net income (loss)	$	~~174~~546		$	$(1,918	~~(1,238~~)	)	$	1,235		$	(6,147	)
Other comprehensive expense
Other comprehensive income (loss)
Foreign currency translation adjustments		~~(26~~104	)		567	(5	)		(198	)		871
Comprehensive income (loss)	$	~~148~~650		$	$(1,351	~~(1,243~~)	)	$	1,037		$	(5,276	)

BALANCE SHEET DATA

(Dollars in thousands, unaudited)

	March 31,2004		December 31,2003
	September 30,2004			December 31,2003
Working capital	~~14,740~~$	9,319	~~13,171~~	$	13,171
Total assets	~~136,600~~	136,530	~~132,728~~		132,728
Long-term debt	~~16,791~~	17,135	~~14,167~~		14,167
Shareholders’ equity	~~53,958~~	54,954	~~53,120~~		53,120

OnAt ~~March~~September 3130, 2004, the Company had cash ~~and~~totaling ~~cash equivalents of~~ $2314.54 million.

Included as Exhibits to this Third ~~First~~ Quarter Report


Exhibit
32.1		Certification by Brandon Wang pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002

32.3		Certification by Peter Chang pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002

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