Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NEEDHAM & CO INC
   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)
(Last)
(First)
(Middle)
445 PARK AVE, 		 3. Date of Earliest Transaction (Month/Day/Year)
11/04/2004
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 11/04/2004   X   1,272,740 A $ 0.01 9,155,379 D (1)  
Common Stock 11/04/2004   X   4,034,378 A $ 0.01 9,155,379 D (2)  
Common Stock 11/04/2004   X   323,035 A $ 0.01 9,155,379 D (3)  
Common Stock 11/04/2004   X   416,652 A $ 0.01 9,155,379 D (4)  
Common Stock 11/04/2004   X   804,063 A $ 0.01 9,155,379 D (5)  
Common Stock 11/04/2004   X   2,304,511 A $ 0.01 9,155,379 D (6)  

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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 Underlying Securities
(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 of Derivative Security: 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 11/04/2004   X     1,286,499   (8) 12/18/2008 Common Stock 1,272,740 (7) 0 D (1)  
Warrant (Right to Buy) $ 0.01 11/04/2004   X     4,077,993   (8) 02/20/2009 Common Stock 4,034,378 (7) 0 D (2)  
Warrant (Right to Buy) $ 0.01 11/04/2004   X     326,527   (8) 02/20/2009 Common Stock 323,035 (7) 0 D (3)  
Warrant (Right to Buy) $ 0.01 11/04/2004   X     421,156   (8) 02/20/2009 Common Stock 416,652 (7) 0 D (4)  
Warrant (Right to Buy) $ 0.01 11/04/2004   X     812,756   (8) 02/20/2009 Common Stock 804,063 (7) 0 D (5)  
Warrant (Right to Buy) $ 0.01 11/04/2004   X     2,329,425   (8) 02/20/2009 Common Stock 2,304,511 (7) 0 D (6)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NEEDHAM & CO INC
445 PARK AVE
NEW YORK, NY 10022		     X    
NEEDHAM CAPITAL PARTNERS III LP
C/O NEEDHAM & CO
445 PARK AVE
NEW YORK, NY 10022		     X    
NEEDHAM CAPITAL MANAGMENT LLC
NEEDHAM & CO
445 PARK AVENUE
NEW YORK, NY 10022		     X    
NEEDHAM CAPITAL PARTNERS II BERMUDA L P
445 PARK AVENUE
NEW YORK, NY 10022		     X    
NEEDHAM CAPITAL MANAGEMENT BERMUDA LLC
C/O NEEDHAM & CO
445 PARK AVE
NEW YORK, NY 10022		     X    
NEEDHAM CAPITAL PARTNERS IIIA LP
C/O NEEDHAM & CO
445 PARK AVE
NEW YORK, NY 10022		     X    
NEEDHAM CAPITAL PARTNERS II L P
445 PARK AVENUE
NEW YORK, NY 10022		     X    
NEEDHAM GEORGE A
445 PARK AVE
NEW YORK, NY 10022		     X    
NEEDHAM CAPITAL PARTNERS III BERMUDA LP
C/O NEEDHAM & CO
445 PARK AVE
NEW YORK, NY 10022		     X    

Signatures

 Needham & Company Inc. By: /s/ Glen W. Albanese, Managing Director   11/09/2004
**Signature of Reporting Person Date
 Needham Capital Management, LLC By: /s/ Glen W. Albanese, Member   11/09/2004
**Signature of Reporting Person Date
 Needham Capital Partners III, L.P. By: Needham Capital Management, LLC, its General Partner By: /s/ Glen W. Albanese, Member   11/09/2004
**Signature of Reporting Person Date
 Needham Capital Partners II (Bermuda), LP By: Needham Capital Management (Bermuda), LLC, its General Partner By: /s/ Glen W. Albanese, Member   11/09/2004
**Signature of Reporting Person Date
 Needham Capital Partners III, LP By: /s/ Glen W. Albanese, Member   11/09/2004
**Signature of Reporting Person Date
 Needham Capital Partners IIIA, LP By: Needham Capital Management, LLC, its General Partner By: /s/ Glen W. Albanese, Member   11/09/2004
**Signature of Reporting Person Date
 Needham Capital Partners III (Bermuda), LP By: Needham Capital Management (Bermuda) LLC, its General Partner By: /s/ Glen W. Albanese, Member   11/09/2004
**Signature of Reporting Person Date
 Needham Capital Partners II, LP By: Needham Capital Management LLC, its General Partner By: /s/ Glen W. Albanese, Member   11/09/2004
**Signature of Reporting Person Date
 By: /s/ George A. Needham   11/09/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported shares are owned directly by Needham & Company, Inc., which is a member of a "group" with Needham Capital Partners III, L.P., Needham Capital Partners II (Bermuda), L.P., Needham Capital Partners IIIA, L.P., Needham Capital Partners III (Bermuda) L.P., Needham Capital Partners II L.P. and George A. Needham, for purposes of Section 13(d) of the Exchange Act. George A. Needham may be deemed to beneficially own the reported shares by virtue of his position as Chairman of the Board and Chief Executive Officer of Needham & Company, Inc. and has investment discretion and voting authority with respect to the shares of Southwall Technology Inc. Mr. Needham disclaims beneficial ownership of all of the reported shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission by him of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(2) The reported shares are owned directly by Needham Capital Partners III, L.P. Needham Capital Management L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners III, L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management L.L.C. Needham Capital Management L.L.C. and Mr. Needham disclaim beneficial ownership of the shares underlying the reported warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the shares underlying reported warrant for purposes of Section 16 or for any other purpose.
(3) The reported shares are owned directly by Needham Capital Partners II (Bermuda), L.P. Needham Capital Management (Bermuda) L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners II (Bermuda), L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management (Bermuda) L.L.C. Needham Capital Management, (Bermuda) L.L.C. and Mr. Needham disclaim beneficial ownership of the reported shares underlying the warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the reported warrant for purposes of Section 16 or for any other purpose.
(4) The reported shares are owned directly by Needham Capital Partners IIIA, L.P. Needham Capital Management L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners IIIA, L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management L.L.C. Needham Capital Management L.L.C. and Mr. Needham disclaim beneficial ownership of the shares underlying the reported warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the reported warrant for purposes of Section 16 or for any other purpose.
(5) The reported shares are owned directly by Needham Capital Partners III (Bermuda), L.P. Needham Capital Management (Bermuda) L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners III (Bermuda), L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management (Bermuda) L.L.C. Needham Capital Management, (Bermuda) L.L.C. and Mr. Needham disclaim beneficial ownership of all of the shares underlying the reported warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the reported warrant for purposes of Section 16 or for any other purpose.
(6) The reported shares are owned directly by Needham Capital Partners II, L.P. Needham Capital Management L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners II, L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management L.L.C. Needham Capital Management L.L.C. and Mr. Needham disclaim beneficial ownership of the shares underlying the reported warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the reported warrant for purposes of Section 16 or for any other purpose.
(7) Pursuant to the Warrant Agreements dated December 18, 2003, January 19, 2004, January 30, 2004 and February 20, 2004, the conversion rate of warrants exercised to common shares is one to one, subject to an adjustment for any cashless exercise. The warrants were exercised pursuant to the cashless exercise provision and therefore account for the less than one to one conversion rate.
(8) Immediately exercisable.

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