As filed with the Securities and Exchange Commission on September 29, 2000
                                              Registration No. 333-____

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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             Hauppauge Digital Inc.
             (Exact name of registrant as specified in its charter)

     Delaware                                                   11-3227864
(State or jurisdiction of                                    (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                 91 Cabot Court
                            Hauppauge, New York 11788
                                 (631) 434-1600
                    (Address of principal executive offices)

        2000 Hauppauge Digital Inc. Performance and Equity Incentive Plan
                              (Full title of plan)

                             Mr. Kenneth R. Aupperle
                                    President
                             Hauppauge Digital Inc.
                                 91 Cabot Court
                            Hauppauge, New York 11788
                     (Name and address of agent for service)

                                 (631) 434-1600
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                            Herbert W. Solomon, Esq.
                   Meltzer, Lippe, Goldstein & Schlissel, P.C.
                                190 Willis Avenue
                             Mineola, New York 11501
                                 (516) 747-0300
                               Fax (516) 747-0653

214820.1


<PAGE>


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed          Proposed
Title of            Amount         maximum           maximum         Amount of
securities to       to be          offering price    aggregate      registration
be registered       registered(a)  per share       offering price       fee

--------------------------------------------------------------------------------
Common Stock,
par value $.01      500,000(1)     $6.625           $3,312,500        $874.50
per share
--------------------------------------------------------------------------------
                                                       TOTAL:         $874.50

(a)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(1)  This  Registration  Statement shall also cover any additional shares of the
     Registrant's  Common Stock issued  pursuant to the  Hauppauge  Digital Inc.
     2000  Hauppauge  Digital Inc.  Performance  and Equity  Incentive Plan (the
     "Plan") by reason of any stock dividend, stock split, recapitalization,  or
     any  other   similar   transactions   effective   without  the  receipt  of
     consideration which results in an increase in the Registrant's  outstanding
     shares of Common Stock.

(2)  Estimated in accordance  with Rule 457(h) under the  Securities Act of 1933
     solely for the purpose of calculating the registration fee. The computation
     is based upon the  closing  price of the Common  Stock as  reported  on the
     NASDAQ National Market on September 25, 2000.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

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


214820.1


                                       2
<PAGE>


Section 10(a) of the Securities Act.

     This  Registration  Statement  on Form S-8 of  Hauppauge  Digital  Inc.,  a
Delaware corporation (the "Registrant"), covers a total of 500,000 shares of the
Registrant's  Common Stock, par value $.01 per share ("Common Stock"),  reserved
for issuance under the Plan of the Registrant.

The Plan was  approved  and adopted by the Board of Directors on May 9, 2000 and
approved by the Company's shareholders on July 18, 2000.

Item 2.  Registrant Information and Employee Plan Annual Information

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about the 2000 Hauppauge  Digital Inc.  Performance and
Equity Incentive Plan are available without charge by contacting:

                              Gerald Tucciarone, Treasurer
                              Hauppauge Digital Inc.
                              91 Cabot Court
                              Hauppauge, New York 11788
                              (631) 434-1600

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Commission are
incorporated herein by reference:

     (a)  The Registrant's  latest annual report filed pursuant to Section 13(a)
          or 15(d) of the Exchange Act;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities and Exchange Act of 1934, as amended (the "Exchange  Act"),
          since the end of the fiscal year covered by the Registrant's  document
          referred to in (a) above; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A,  dated  January 4,
          1995,  including  any  amendments  thereto  or  reports  filed for the
          purpose of updating such description.


214820.1


                                       3
<PAGE>


     (d)  The Registrant's  latest proxy statement  pursuant to Section 14(a) of
          the Exchange Act.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of the filing of such documents.

     Any statement  contained herein or 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 other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any 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.

Item 5.  Interests of Named Experts and Counsel.

     The  legality of the Common  Stock  offered  hereby has been passed upon by
Meltzer,  Lippe,  Goldstein &  Schlissel,  P.C.  ("MLG"),  legal  counsel of the
Company. Attorneys who are partners or counsel in MLG own 1,000 shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.

     Section  145(a)  of the  Delaware  General  Corporation  Law  provides,  in
relevant part,  that the Company may indemnify its directors and officers in the
circumstances therein provided.

     Article SEVENTH of the Company's Certificate of Incorporation,  as amended,
provides:

          No  director  shall  be  liable  to  the  corporation  or  any  of its
          stockholders  for monetary  damages for breach of fiduciary  duty as a
          director,  except with respect to (1) a breach of the director's  duty
          of  loyalty  to the  corporation  or its  stockholders,  (2)  acts  or
          omissions not in good faith or which involve intentional misconduct or
          a knowing  violation of law, (3)  liability  under  Section 174 of the
          Delaware  General  Corporation Law or (4) a transaction from which the
          director derived an improper personal benefit,  it being the intention
          of the foregoing provision to eliminate the liability

214820.1


                                       4
<PAGE>


          of the corporation's  directors to the corporation or its stockholders
          to the fullest extent  permitted by Section  102(b)(7) of the Delaware
          General Corporation Law, as amended from time to time. The corporation
          shall indemnify to the fullest extent permitted by Sections  102(b)(7)
          and 145 of the Delaware General  Corporation Law, as amended from time
          to time,  each person that such  Sections  grant the  corporation  the
          power to indemnify.

Article X of the Company's bylaws, as amended, provides the following:

          The  corporation  shall indemnify any person made, or threatened to be
          made, a party to any threatened,  pending or completed  action or suit
          by or in the right of the  corporation  to procure a  judgment  in its
          favor by reason of his being or having  been a director  or officer of
          the corporation,  or of any other  corporation which he served as such
          at the request of the  corporation,  against the  reasonable  expenses
          including  attorneys' fees, actually and reasonably incurred by him in
          connection  with the defense or  settlement of such action or suit, or
          in connection with an appeal therein, except in relation to matters as
          to which such  director  or officer is adjudged to have been guilty of
          negligence  or  misconduct  in  the  performance  of his  duty  to the
          corporation.

          The  corporation  shall indemnify any person made, or threatened to be
          made, a party to any threatened,  pending or completed action, suit or
          proceeding  other  than one by or in the right of the  corporation  to
          procure  a  judgment   in  its   favor,   whether   civil,   criminal,
          administrative  or  investigative  brought  to impose a  liability  or
          penalty on such  person for an act alleged to have been  committed  by
          such person in his capacity of director or officer of the corporation,
          or of any other  corporation which he served as such at the request of
          the corporation,  against judgments, fines, amounts paid in settlement
          and  reasonable  expenses,  including  attorneys'  fees,  actually and
          reasonably incurred n connection with such action, suit or proceeding,
          or any appeal therein, if such director or officer acted in good faith
          in the reasonable belief that such action was in the best interests of
          the  corporation,  and in  criminal  actions or  proceedings,  without
          reasonable  ground  for belief  that such  action  was  unlawful.  The
          termination of any such civil or criminal  action,  suit or proceeding
          by  judgment,  order,  settlement,  conviction  or upon a plea of nolo
          contendere or its equivalent  shall not in itself create a presumption
          that any such  director  or  officer  did not act in good faith in the
          reasonable  belief that such action was in the best  interests  of the
          corporation or that he

214820.1


                                       5
<PAGE>


          had reasonable ground for belief that such action was unlawful.

          Expenses  (including  attorneys'  fees)  incurred  by  an  officer  or
          director  in  defending  any  civil,   criminal,   administrative   or
          investigative   action,   suit  or  proceeding  may  be  paid  by  the
          corporation in advance of the final  disposition of such action,  suit
          or proceeding  upon receipt of an  undertaking by or on behalf of such
          director  or officer to repay such  amount if it shall  ultimately  be
          determined   that  he  is  not  entitled  to  be  indemnified  by  the
          corporation."

     The Registrant also maintains insurance policies which insures its officers
and directors against certain liabilities.

     The foregoing  discussions are necessarily  subject to the complete text of
the  statute,  the articles of  incorporation,  the by-laws and the terms of the
insurance policies and are qualified in their entirety by reference thereto.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  2000 Hauppauge Digital Inc. Performance and Equity Incentive Plan

     5.1  Opinion of Meltzer,  Lippe,  Goldstein &  Schlissel,  P.C.,  as to the
          legality of the securities being offered

     23.1 Consent of BDO Seidman,  LLP with respect to financial  statements  of
          the Registrant

     23.2 Consent of Meltzer, Lippe, Goldstein & Schlissel, P.C.

Item 9.  Undertakings.

     (a)  The Registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells securities,
     a post-effective  amendment to this  registration  statement to include any
     additional or changed material information on the plan of distribution.

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;


214820.1


                                       6
<PAGE>


          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  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 the registration statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  of any  material  change  to such  information  in the
               registration statement;

          provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed by the  Registrant or the Plan pursuant to Section 13 or
          Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  are
          incorporated by reference in this registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities 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;

          (3) To file a post-effective amendment to remove from registration any
     of the securities that remain unsold at the termination of the offering.

     (b) The Registrant  hereby undertakes that, for purposes of determining any
liability  under the  Securities  Act of 1933,  each filing of the  registrant's
annual  report  pursuant  to section  13(a) or section  15(d)of  the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  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 Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payments 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

214820.1


                                       7
<PAGE>


controlling  person in connection  with the  securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by it is against public policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.



214820.1


                                       8
<PAGE>


                                   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 Hauppauge, State of New York, on September 26, 2000.



                                           Hauppauge Digital Inc.


                                      By:/s/ KENNETH PLOTKIN
                                         ---------------------------------------
                                           KENNETH PLOTKIN
                                           Chief Executive Officer, Vice-
                                           President, and Secretary


                                      By:/s/ KENNETH R. AUPPERLE
                                         ---------------------------------------
                                           KENNETH R. AUPPERLE
                                           President and Chief Operations
                                           Officer


                                      By:/s/ GERALD TUCCIARONE
                                         ---------------------------------------
                                           GERALD TUCCIARONE
                                           Treasurer and Chief Financial Officer



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  has been signed  below by the  following  persons on behalf of the
Company and in the capacities and as of the date indicated above.


                                      By: /s/ KENNETH R. AUPPERLE
                                         ---------------------------------------
                                             KENNETH R. AUPPERLE
                                             Director


                                      By:/s/ KENNETH PLOTKIN
                                         ---------------------------------------
                                             KENNETH PLOTKIN
                                             Director



                                      By:/s/ STEVEN J. KUPERSCHMID
                                         ---------------------------------------
                                             STEVEN J. KUPERSCHMID
                                             Director


                                      By:/s/ BERNARD HERMAN
                                         ---------------------------------------
                                             BERNARD HERMAN
                                             Director

214820.1


                                       9
<PAGE>


                                  EXHIBIT INDEX


Exhibit Number                          Description
--------------                          -----------

   4.1                                  2000 Hauppauge Digital Inc. Performance
                                        and Equity Incentive Plan

   5.1                                  Opinion of Counsel

   23.1                                 Consent of Independent Certified Public
                                        Accountant

   23.2                                 Consent of Counsel

214820.1


                                       10
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22012}]
{"company-data": {"conformed-name": "HAUPPAUGE DIGITAL INC", "cik": "0000930803", "assigned-sic": "3577", "irs-number": "113227864", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46906", "film-number": "731703"}, "business-address": {"street1": "91 CABOT COURT", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5164341600"}, "mail-address": {"street1": "91 CABOT COURT", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}}
As filed with the Securities and Exchange Commission on September 29, 2000
                                              Registration No. 333-____

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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             Hauppauge Digital Inc.
             (Exact name of registrant as specified in its charter)

     Delaware                                                   11-3227864
(State or jurisdiction of                                    (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                 91 Cabot Court
                            Hauppauge, New York 11788
                                 (631) 434-1600
                    (Address of principal executive offices)

        2000 Hauppauge Digital Inc. Performance and Equity Incentive Plan
                              (Full title of plan)

                             Mr. Kenneth R. Aupperle
                                    President
                             Hauppauge Digital Inc.
                                 91 Cabot Court
                            Hauppauge, New York 11788
                     (Name and address of agent for service)

                                 (631) 434-1600
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                            Herbert W. Solomon, Esq.
                   Meltzer, Lippe, Goldstein & Schlissel, P.C.
                                190 Willis Avenue
                             Mineola, New York 11501
                                 (516) 747-0300
                               Fax (516) 747-0653

214820.1
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed          Proposed
Title of            Amount         maximum           maximum         Amount of
securities to       to be          offering price    aggregate      registration
be registered       registered(a)  per share       offering price       fee

--------------------------------------------------------------------------------
Common Stock,
par value $.01      500,000(1)     $6.625           $3,312,500        $874.50
per share
--------------------------------------------------------------------------------
                                                       TOTAL:         $874.50

(a)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(1)  This  Registration  Statement shall also cover any additional shares of the
     Registrant's  Common Stock issued  pursuant to the  Hauppauge  Digital Inc.
     2000  Hauppauge  Digital Inc.  Performance  and Equity  Incentive Plan (the
     "Plan") by reason of any stock dividend, stock split, recapitalization,  or
     any  other   similar   transactions   effective   without  the  receipt  of
     consideration which results in an increase in the Registrant's  outstanding
     shares of Common Stock.

(2)  Estimated in accordance  with Rule 457(h) under the  Securities Act of 1933
     solely for the purpose of calculating the registration fee. The computation
     is based upon the  closing  price of the Common  Stock as  reported  on the
     NASDAQ National Market on September 25, 2000.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

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

214820.1

                                       2
Section 10(a) of the Securities Act.

     This  Registration  Statement  on Form S-8 of  Hauppauge  Digital  Inc.,  a
Delaware corporation (the "Registrant"), covers a total of 500,000 shares of the
Registrant's  Common Stock, par value $.01 per share ("Common Stock"),  reserved
for issuance under the Plan of the Registrant.

The Plan was  approved  and adopted by the Board of Directors on May 9, 2000 and
approved by the Company's shareholders on July 18, 2000.

Item 2.  Registrant Information and Employee Plan Annual Information

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about the 2000 Hauppauge  Digital Inc.  Performance and
Equity Incentive Plan are available without charge by contacting:

                              Gerald Tucciarone, Treasurer
                              Hauppauge Digital Inc.
                              91 Cabot Court
                              Hauppauge, New York 11788
                              (631) 434-1600

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Commission are
incorporated herein by reference:

     (a)  The Registrant's  latest annual report filed pursuant to Section 13(a)
          or 15(d) of the Exchange Act;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities and Exchange Act of 1934, as amended (the "Exchange  Act"),
          since the end of the fiscal year covered by the Registrant's  document
          referred to in (a) above; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A,  dated  January 4,
          1995,  including  any  amendments  thereto  or  reports  filed for the
          purpose of updating such description.

214820.1

                                       3
(d)  The Registrant's  latest proxy statement  pursuant to Section 14(a) of
          the Exchange Act.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of the filing of such documents.

     Any statement  contained herein or 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 other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any 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.

Item 5.  Interests of Named Experts and Counsel.

     The  legality of the Common  Stock  offered  hereby has been passed upon by
Meltzer,  Lippe,  Goldstein &  Schlissel,  P.C.  ("MLG"),  legal  counsel of the
Company. Attorneys who are partners or counsel in MLG own 1,000 shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.

     Section  145(a)  of the  Delaware  General  Corporation  Law  provides,  in
relevant part,  that the Company may indemnify its directors and officers in the
circumstances therein provided.

     Article SEVENTH of the Company's Certificate of Incorporation,  as amended,
provides:

          No  director  shall  be  liable  to  the  corporation  or  any  of its
          stockholders  for monetary  damages for breach of fiduciary  duty as a
          director,  except with respect to (1) a breach of the director's  duty
          of  loyalty  to the  corporation  or its  stockholders,  (2)  acts  or
          omissions not in good faith or which involve intentional misconduct or
          a knowing  violation of law, (3)  liability  under  Section 174 of the
          Delaware  General  Corporation Law or (4) a transaction from which the
          director derived an improper personal benefit,  it being the intention
          of the foregoing provision to eliminate the liability

214820.1

                                       4
of the corporation's  directors to the corporation or its stockholders
          to the fullest extent  permitted by Section  102(b)(7) of the Delaware
          General Corporation Law, as amended from time to time. The corporation
          shall indemnify to the fullest extent permitted by Sections  102(b)(7)
          and 145 of the Delaware General  Corporation Law, as amended from time
          to time,  each person that such  Sections  grant the  corporation  the
          power to indemnify.

Article X of the Company's bylaws, as amended, provides the following:

          The  corporation  shall indemnify any person made, or threatened to be
          made, a party to any threatened,  pending or completed  action or suit
          by or in the right of the  corporation  to procure a  judgment  in its
          favor by reason of his being or having  been a director  or officer of
          the corporation,  or of any other  corporation which he served as such
          at the request of the  corporation,  against the  reasonable  expenses
          including  attorneys' fees, actually and reasonably incurred by him in
          connection  with the defense or  settlement of such action or suit, or
          in connection with an appeal therein, except in relation to matters as
          to which such  director  or officer is adjudged to have been guilty of
          negligence  or  misconduct  in  the  performance  of his  duty  to the
          corporation.

          The  corporation  shall indemnify any person made, or threatened to be
          made, a party to any threatened,  pending or completed action, suit or
          proceeding  other  than one by or in the right of the  corporation  to
          procure  a  judgment   in  its   favor,   whether   civil,   criminal,
          administrative  or  investigative  brought  to impose a  liability  or
          penalty on such  person for an act alleged to have been  committed  by
          such person in his capacity of director or officer of the corporation,
          or of any other  corporation which he served as such at the request of
          the corporation,  against judgments, fines, amounts paid in settlement
          and  reasonable  expenses,  including  attorneys'  fees,  actually and
          reasonably incurred n connection with such action, suit or proceeding,
          or any appeal therein, if such director or officer acted in good faith
          in the reasonable belief that such action was in the best interests of
          the  corporation,  and in  criminal  actions or  proceedings,  without
          reasonable  ground  for belief  that such  action  was  unlawful.  The
          termination of any such civil or criminal  action,  suit or proceeding
          by  judgment,  order,  settlement,  conviction  or upon a plea of nolo
          contendere or its equivalent  shall not in itself create a presumption
          that any such  director  or  officer  did not act in good faith in the
          reasonable  belief that such action was in the best  interests  of the
          corporation or that he

214820.1

                                       5
had reasonable ground for belief that such action was unlawful.

          Expenses  (including  attorneys'  fees)  incurred  by  an  officer  or
          director  in  defending  any  civil,   criminal,   administrative   or
          investigative   action,   suit  or  proceeding  may  be  paid  by  the
          corporation in advance of the final  disposition of such action,  suit
          or proceeding  upon receipt of an  undertaking by or on behalf of such
          director  or officer to repay such  amount if it shall  ultimately  be
          determined   that  he  is  not  entitled  to  be  indemnified  by  the
          corporation."

     The Registrant also maintains insurance policies which insures its officers
and directors against certain liabilities.

     The foregoing  discussions are necessarily  subject to the complete text of
the  statute,  the articles of  incorporation,  the by-laws and the terms of the
insurance policies and are qualified in their entirety by reference thereto.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  2000 Hauppauge Digital Inc. Performance and Equity Incentive Plan

     5.1  Opinion of Meltzer,  Lippe,  Goldstein &  Schlissel,  P.C.,  as to the
          legality of the securities being offered

     23.1 Consent of BDO Seidman,  LLP with respect to financial  statements  of
          the Registrant

     23.2 Consent of Meltzer, Lippe, Goldstein & Schlissel, P.C.

Item 9.  Undertakings.

     (a)  The Registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells securities,
     a post-effective  amendment to this  registration  statement to include any
     additional or changed material information on the plan of distribution.

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

214820.1

                                       6
(ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  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 the registration statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  of any  material  change  to such  information  in the
               registration statement;

          provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed by the  Registrant or the Plan pursuant to Section 13 or
          Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  are
          incorporated by reference in this registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities 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;

          (3) To file a post-effective amendment to remove from registration any
     of the securities that remain unsold at the termination of the offering.

     (b) The Registrant  hereby undertakes that, for purposes of determining any
liability  under the  Securities  Act of 1933,  each filing of the  registrant's
annual  report  pursuant  to section  13(a) or section  15(d)of  the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  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 Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payments 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

214820.1

                                       7
controlling  person in connection  with the  securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by it is against public policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

214820.1

                                       8
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 Hauppauge, State of New York, on September 26, 2000.

                                           Hauppauge Digital Inc.

                                      By:/s/ KENNETH PLOTKIN
                                         ---------------------------------------
                                           KENNETH PLOTKIN
                                           Chief Executive Officer, Vice-
                                           President, and Secretary

                                      By:/s/ KENNETH R. AUPPERLE
                                         ---------------------------------------
                                           KENNETH R. AUPPERLE
                                           President and Chief Operations
                                           Officer

                                      By:/s/ GERALD TUCCIARONE
                                         ---------------------------------------
                                           GERALD TUCCIARONE
                                           Treasurer and Chief Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  has been signed  below by the  following  persons on behalf of the
Company and in the capacities and as of the date indicated above.

                                      By: /s/ KENNETH R. AUPPERLE
                                         ---------------------------------------
                                             KENNETH R. AUPPERLE
                                             Director

                                      By:/s/ KENNETH PLOTKIN
                                         ---------------------------------------
                                             KENNETH PLOTKIN
                                             Director

                                      By:/s/ STEVEN J. KUPERSCHMID
                                         ---------------------------------------
                                             STEVEN J. KUPERSCHMID
                                             Director

                                      By:/s/ BERNARD HERMAN
                                         ---------------------------------------
                                             BERNARD HERMAN
                                             Director

214820.1

                                       9
EXHIBIT INDEX

Exhibit Number                          Description
--------------                          -----------

   4.1                                  2000 Hauppauge Digital Inc. Performance
                                        and Equity Incentive Plan

   5.1                                  Opinion of Counsel

   23.1                                 Consent of Independent Certified Public
                                        Accountant

   23.2                                 Consent of Counsel

214820.1

                                       10