<PAGE>


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2000.
                                                     REGISTRATION NO. 333-______


                        SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT

                                   UNDER
                          THE SECURITIES ACT OF 1933


                               DSP GROUP, INC.
              (Exact Name of Registrant as Specified in Its Charter)


                 DELAWARE                             94-2683643
       (State or Other Jurisdiction       (I.R.S. Employer Identification No.)
     of Incorporation or Organization)

   3120 SCOTT BOULEVARD, SANTA CLARA, CA                95054
  Address of Principal Executive Offices)             (Zip Code)
  --------------------------------------


                               DSP GROUP, INC.
                1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN
                          (Full Title of the Plan)


                                Eliyahu Ayalon
                 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                                DSP GROUP, INC.
                             3120 SCOTT BOULEVARD
                             SANTA CLARA, CA  95054
                    (Name and Address of Agent For Service)


                                 408/986-4300
                    (Telephone Number, Including Area Code,
                            of Agent For Service)


                               With a copy to:
                            Bruce Alan Mann, Esq.
                           Morrison & Foerster LLP
                              425 Market Street
                           San Francisco, CA 94105



<PAGE>


                               Calculation of Registration Fee

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
                                          Proposed            Proposed
                                          Maximum             Maximum
Title of Securities    Number of shares   Offering Price Per  Aggregate        Amount of
to be Registered       to be Registered   Share               Offering Price   Registration Fee
------------------------------------------------------------------------------------------------
<S>                    <C>                <C>                 <C>              <C>

Common Stock           1,200,000          $55.8125*            $66,975,000     $17,681.40

------------------------------------------------------------------------------------------------

</TABLE>
*   Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low price
per share of DSP Group, Inc.'s Common Stock on the Nasdaq National Market on
April 21, 2000.


<PAGE>


                                         Part I

                      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such document need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.  These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.


<PAGE>


                                         Part II

                    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         DSP Group, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed
with the Securities and Exchange Commission (the "SEC").

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1999 filed with the SEC on March 30, 2000,
             which includes audited financials for the Registrant's latest
             fiscal year.

         (b) The Registrant's Proxy Statement on Schedule 14A filed with the
             SEC on April 17, 2000.

         (c) The Registrant's Registration Statement No. 001-13065 on Form
             8-A filed with the SEC on June 6, 1997, in which there is
             described the terms, rights and provisions applicable to the
             Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing
of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes such statement.
 Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.


                                       II-1
<PAGE>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as
directors, except liability for (i) any breach of their duty of loyalty to
the corporation or its stockholders, (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payments of dividends or unlawful stock repurchases or redemption,
or (iv) any transaction from which the director derived an improper personal
benefit.

         The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and executive officers and may indemnify its other officers and
employees and other agents to the fullest extent permitted by law.  The
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence on the part of indemnified parties.  The
Registrant's Bylaws also permit it to secure insurance on behalf of any
officer, director, employee or other agent for any liability arising out of
his or her actions in such capacity, regardless of whether the Bylaws would
permit indemnification.

         The Registrant has entered into agreements to indemnify its
directors and executive officers, in addition to indemnification provided for
in the Registrant's Bylaws.  These agreements, among other things, indemnify
the Registrant's directors and executive officers for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred
by any such person in any action or proceeding, including any action by or in
the right of the Registrant, arising out of such person's services as a
director or executive officer of the Registrant, any subsidiary of the
Registrant or any other company or enterprise to which the person provides
services at the request of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

Exhibit  No.      Description
------------      -----------

<S>               <C>

5.1               Opinion of Morrison & Foerster LLP as to the legality of the securities
                  being registered.

23.1              Consent of Kost, Forer & Gabbay, a member of Ernst & Young International,
                  independent auditors.

                                       II-2
<PAGE>


23.2              Consent of Morrison & Foerster LLP (contained in the opinion of counsel
                  filed as Exhibit 5.1 to this Registration Statement).

24.1              Power of Attorney (set forth on the signature page of this Registration
                  Statement).

99.1              DSP Group, Inc. 1998 Non-Officer Employee Stock Option
                  Plan (filed as Exhibit 10.23 to the Registrant's Annual Report
                  on Form 10-K for the year ended December 31, 1998, and incorporated
                  herein by reference).

</TABLE>

ITEM 9.  UNDERTAKINGS

            A. The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as amended (the
"1933 Act"), (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement, provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the Registrant pursuant to Section 13
or Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that, for the purpose of determining any
liability under the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold upon the termination of the Registrant's
1998 Non-Officer Employee Stock Option Plan.

            B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

            C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has


                                       II-3
<PAGE>


been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                     SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California,
on April 17, 2000.

                                           DSP GROUP, INC.



                                           By:   /s/ ELIYAHU AYALON
                                                 -------------------------
                                                 Eliyahu Ayalon
                                                 Chairman of the Board and
                                                 Chief Executive Officer

                                       II-4
<PAGE>



                           POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

     Each person whose signature appears below constitutes and appoints
Eliyahu Ayalon and Moshe Zelnik, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitutes,
may lawfully do or cause to be done by virtue thereof.

     Further, pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>

Signature                      Title                                                   Date
---------                      -----                                                   ----
<S>                            <C>                                                     <C>
/s/ ELIYAHU AYALON
---------------------          Chairman of the Board and Chief Executive               April 17, 2000
Eliyahu Ayalon                 Officer (Principal Executive Officer)

/s/ MOSHE ZELNIK
---------------------          Vice President of Finance, Chief Financial              April 17, 2000
Moshe Zelnik                   Officer and Secretary (Principal Financial
                               Officer and Principal Accounting Officer)

/s/ ZVI LIMON
---------------------          Director                                                April 17, 2000
Zvi Limon

/s/ YAIR SHAMIR
---------------------          Director                                                April 17, 2000
Yair Shamir

/s/ SAUL SHANI
---------------------          Director                                                April 17, 2000
Saul Shani

/s/ LOUIS SILVER
---------------------          Director                                                April 17, 2000
Louis Silver


/s/ PATRICK TANGUY
---------------------          Director                                                April 17, 2000
Patrick Tanguy

</TABLE>


                                       II-5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16365}]
{"company-data": {"conformed-name": "DSP GROUP INC /DE/", "cik": "0000915778", "assigned-sic": "3663", "irs-number": "942683643", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35568", "film-number": "608412"}, "business-address": {"street1": "3120 SCOTT BLVD", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4089864300"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2000.
                                                     REGISTRATION NO. 333-______

                        SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT

                                   UNDER
                          THE SECURITIES ACT OF 1933

                               DSP GROUP, INC.
              (Exact Name of Registrant as Specified in Its Charter)

                 DELAWARE                             94-2683643
       (State or Other Jurisdiction       (I.R.S. Employer Identification No.)
     of Incorporation or Organization)

   3120 SCOTT BOULEVARD, SANTA CLARA, CA                95054
  Address of Principal Executive Offices)             (Zip Code)
  --------------------------------------

                               DSP GROUP, INC.
                1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN
                          (Full Title of the Plan)

                                Eliyahu Ayalon
                 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                                DSP GROUP, INC.
                             3120 SCOTT BOULEVARD
                             SANTA CLARA, CA  95054
                    (Name and Address of Agent For Service)

                                 408/986-4300
                    (Telephone Number, Including Area Code,
                            of Agent For Service)

                               With a copy to:
                            Bruce Alan Mann, Esq.
                           Morrison & Foerster LLP
                              425 Market Street
                           San Francisco, CA 94105
Calculation of Registration Fee
------------------------------------------------------------------------------------------------
                                          Proposed            Proposed
                                          Maximum             Maximum
Title of Securities    Number of shares   Offering Price Per  Aggregate        Amount of
to be Registered       to be Registered   Share               Offering Price   Registration Fee
------------------------------------------------------------------------------------------------
Common Stock           1,200,000          $55.8125*            $66,975,000     $17,681.40

------------------------------------------------------------------------------------------------
*   Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low price
per share of DSP Group, Inc.'s Common Stock on the Nasdaq National Market on
April 21, 2000.
Part I

                      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such document need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.  These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Part II

                    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         DSP Group, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed
with the Securities and Exchange Commission (the "SEC").

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1999 filed with the SEC on March 30, 2000,
             which includes audited financials for the Registrant's latest
             fiscal year.

         (b) The Registrant's Proxy Statement on Schedule 14A filed with the
             SEC on April 17, 2000.

         (c) The Registrant's Registration Statement No. 001-13065 on Form
             8-A filed with the SEC on June 6, 1997, in which there is
             described the terms, rights and provisions applicable to the
             Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing
of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes such statement.
 Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

                                       II-1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as
directors, except liability for (i) any breach of their duty of loyalty to
the corporation or its stockholders, (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payments of dividends or unlawful stock repurchases or redemption,
or (iv) any transaction from which the director derived an improper personal
benefit.

         The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and executive officers and may indemnify its other officers and
employees and other agents to the fullest extent permitted by law.  The
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence on the part of indemnified parties.  The
Registrant's Bylaws also permit it to secure insurance on behalf of any
officer, director, employee or other agent for any liability arising out of
his or her actions in such capacity, regardless of whether the Bylaws would
permit indemnification.

         The Registrant has entered into agreements to indemnify its
directors and executive officers, in addition to indemnification provided for
in the Registrant's Bylaws.  These agreements, among other things, indemnify
the Registrant's directors and executive officers for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred
by any such person in any action or proceeding, including any action by or in
the right of the Registrant, arising out of such person's services as a
director or executive officer of the Registrant, any subsidiary of the
Registrant or any other company or enterprise to which the person provides
services at the request of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS
Exhibit  No.      Description
------------      -----------
5.1               Opinion of Morrison & Foerster LLP as to the legality of the securities
                  being registered.

23.1              Consent of Kost, Forer & Gabbay, a member of Ernst & Young International,
                  independent auditors.

                                       II-2
23.2              Consent of Morrison & Foerster LLP (contained in the opinion of counsel
                  filed as Exhibit 5.1 to this Registration Statement).

24.1              Power of Attorney (set forth on the signature page of this Registration
                  Statement).

99.1              DSP Group, Inc. 1998 Non-Officer Employee Stock Option
                  Plan (filed as Exhibit 10.23 to the Registrant's Annual Report
                  on Form 10-K for the year ended December 31, 1998, and incorporated
                  herein by reference).
ITEM 9.  UNDERTAKINGS

            A. The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as amended (the
"1933 Act"), (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement, provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the Registrant pursuant to Section 13
or Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that, for the purpose of determining any
liability under the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold upon the termination of the Registrant's
1998 Non-Officer Employee Stock Option Plan.

            B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

            C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has

                                       II-3
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                     SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California,
on April 17, 2000.

                                           DSP GROUP, INC.

                                           By:   /s/ ELIYAHU AYALON
                                                 -------------------------
                                                 Eliyahu Ayalon
                                                 Chairman of the Board and
                                                 Chief Executive Officer

                                       II-4
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

     Each person whose signature appears below constitutes and appoints
Eliyahu Ayalon and Moshe Zelnik, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitutes,
may lawfully do or cause to be done by virtue thereof.

     Further, pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                      Title                                                   Date
---------                      -----                                                   ----
/s/ ELIYAHU AYALON
---------------------          Chairman of the Board and Chief Executive               April 17, 2000
Eliyahu Ayalon                 Officer (Principal Executive Officer)

/s/ MOSHE ZELNIK
---------------------          Vice President of Finance, Chief Financial              April 17, 2000
Moshe Zelnik                   Officer and Secretary (Principal Financial
                               Officer and Principal Accounting Officer)

/s/ ZVI LIMON
---------------------          Director                                                April 17, 2000
Zvi Limon

/s/ YAIR SHAMIR
---------------------          Director                                                April 17, 2000
Yair Shamir

/s/ SAUL SHANI
---------------------          Director                                                April 17, 2000
Saul Shani

/s/ LOUIS SILVER
---------------------          Director                                                April 17, 2000
Louis Silver

/s/ PATRICK TANGUY
---------------------          Director                                                April 17, 2000
Patrick Tanguy
II-5