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<SEC-DOCUMENT>0000000000-05-047784.txt : 20060828
<SEC-HEADER>0000000000-05-047784.hdr.sgml : 20060828
<ACCEPTANCE-DATETIME>20050915171038
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-047784
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050915

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HIGHWAY HOLDINGS LTD
		CENTRAL INDEX KEY:			0001026785
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS FABRICATED METAL PRODUCTS [3490]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		LEVEL 8 LANDMARK N 39 LUNG SUM AVE
		STREET 2:		STE 810
		CITY:			SHEUNG SHUI
		STATE:			K3
		ZIP:			00000

	MAIL ADDRESS:	
		STREET 1:		LEVEL 8 LANDMARK N 39 LUNG SUM AVE
		STREET 2:		STE 810
		CITY:			SHEUNG SHUI
		STATE:			K3
		ZIP:			999999999
PUBLIC REFERENCE ACCESSION NUMBER:		0001144204-05-020342
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      September 15, 2005

By U.S. mail and facsimile to 011 (852) 2343-4976

Po S. Fong
Chief Financial Officer
Highway Holdings Limited
Suite 810, Level 8, Landmark North
39 Lung Sum Avenue
Sheung Shui
New Territories, Hong Kong

	RE:	Highway Holdings Limited
		Form 20-F for the fiscal year ended March 31, 2005
		Filed June 30, 2005

		File No. 0-28990

Dear Ms. Fong:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your disclosures in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.








Form 20-F for the year ended March 31, 2005

Item 5. Operating and Financial Review and Prospects, page 35

Results of Operations, page 37
1. You state on page 39 that the decrease in sales to the U.S.
during
fiscal 2004 was due to the loss of your principal U.S. customer.
We
assume the loss of this customer is unrelated to the U.S.
International Trade Commission matters disclosed in note nine to
your
financial statements.  Given your dependence on a few major
customers, please tell us and disclose in future filings the facts
and circumstances surrounding the loss of this customer, including
the adverse business, operational, and competitive factors that
caused the loss.

Contractual Obligations, page 42
2. We note that your tabular presentation of contractual
obligations
does not include the interest commitments related to your debt.
In
future filings, include the interest commitments under your
interest-
bearing debt in this table, or provide textual discussion of this
obligation in the footnotes to the table.  If you provide a
textual
discussion, the discussion should quantify the interest payments
using the same time frames stipulated in the table.  Refer to
footnote 46 to SEC Release No. 33-8350.

Item 15. Controls and Procedures, page 59

3.	We note your disclosure regarding your disclosure controls
and
procedures.  We have the following comments:
* If true, please confirm in your response that your chief
executive
officer and chief financial officer concluded that the Company`s
disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports
that
it files under the Securities Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
rules and forms of the SEC, and that your officers concluded that
your disclosure controls and procedures are also effective to
ensure
that information required to be disclosed in the reports that you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your chief executive officer and
chief
financial officer, to allow timely decisions regarding required
disclosure.  See Exchange Act Rule 13a-15(e).  Please revise to
comply with the disclosure requirement in future filings.
* If true, please confirm in your response that there have been no
changes in your internal control over financial reporting that
occurred during the period covered by the annual report that have
materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting.  Refer to item
15(d)
of Form 20-F.  Please revise your future filings to comply with
this
disclosure requirement.

*    *    *    *

      Please respond to these comments by providing the
supplemental
information requested within ten business days or tell us when you
will provide us with a response.  Please provide us with a
supplemental response that addresses each of our comments. Please
file your supplemental response on EDGAR as a correspondence file.
We may raise additional comments after we review your responses.

      To expedite our review, you may wish to provide complete
packages to each of the persons names below.  Each package should
include a copy of your response letter and any supplemental
information.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they provided all information investors require.
Since
the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.











      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Jenn Do, Staff Accountant, at (202) 551-
3743,
or me at (202) 551-3255 if you have questions regarding comments
on
the financial statements and related matters.

								Sincerely,



								Nili Shah
								Branch Chief

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Ms. Po S. Fong
Highway Holdings Limited
September 15, 2005
Page 4



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE



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