As filed with the Securities and Exchange Commission on October 4, 1999
                                                       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
                                 (516) 434-1600
                    (Address of principal executive offices)

            1998 Hauppauge Digital, Inc. Incentive Stock Option 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)

                                 (516) 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



<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                              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
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                       <C>                       <C>                        <C>
Common Stock,
par value $.01                      350,000(1)                $23.3125                  $8,159,375                 $2,400.00
per share
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 TOTAL:            $2,400.00
</TABLE>

(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 plans described herein.

(1)  Pursuant to 1998 Hauppauge Digital, Inc. Incentive Stock Option Plan.

(2)  Calculated  pursuant to Rule 457(h)(1) under the Securities Act of 1933 and
     based upon the maximum  option  exercise  prices for shares of Common Stock
     pursuant to options granted to date under the 1998 Hauppauge Digital,  Inc.
     Incentive Stock Option Plan (referred to herein as the "Plan").



                                     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 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 350,000 shares of the
Registrant's  Common Stock, par value $.01 per share ("Common Stock"),  reserved
for issuance under the Plans of the Registrant, as follows:

                                        2

<PAGE>



     (i) 350,000 shares pursuant to the 1998 Hauppauge  Digital,  Inc. Incentive
     Stock Option Plan

The Plan was approved and adopted by the Board of Directors on December 17, 1997
and approved by the Company's shareholders on March 12, 1998.

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 1998 Hauppauge  Digital,  Inc. Incentive Stock
Option Plan are available without charge by contacting:

                       Gerald Tucciarone, Treasurer
                       Hauppauge Digital, Inc.
                       91 Cabot Court
                       Hauppauge, New York 11788
                       (516) 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 filed on December 29, 1998;

     (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.

     (d)  The  Registrant's  proxy  statement  dated  March 2, 1999  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

                                        3

<PAGE>



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 1,500 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 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.



                                        4

<PAGE>



     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 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."

Item 7.  Exemption From Registration Claimed.

     Not applicable.

                                        5

<PAGE>



Item 8.  Exhibits.

    4.1  1998  Hauppauge   Digital,   Inc.  Incentive  Stock  Option  Plan
         (incorporated  by reference to the  Registrant's  proxy statement
         dated January 28, 1998 and filed pursuant to Section 14(a) of the
         Exchange Act)

    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.

     (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
issuer pursuant to the foregoing provisions,  or otherwise,  the issuer 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 issuer of expenses incurred or paid by a

                                        6

<PAGE>



director,  officer or controlling person of the issuer in the successful defense
of any action,  suit or  proceeding)  is assented by such  director,  officer or
controlling  person in connection  with the  securities  being  registered,  the
issuer 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.


                                   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 27, 1999.


                                          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


                                        7

<PAGE>


                                  EXHIBIT INDEX


Exhibit Number             Description
--------------             -----------
    4.1                    1998 Hauppauge Digital, Inc. Incentive
                           Stock Option Plan (incorporated by
                           reference to the Registrant's proxy
                           statement dated January 28, 1998 pursuant
                           to  Section 14(a) of the Exchange Act)

    5.1                    Opinion of Counsel

    23.1                   Consent of Independent Certified Public
                           Accountant

    23.2                   Consent of Counsel




                                        8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20513}]
{"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": "333-88413", "film-number": "99722763"}, "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 October 4, 1999
                                                       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
                                 (516) 434-1600
                    (Address of principal executive offices)

            1998 Hauppauge Digital, Inc. Incentive Stock Option 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)

                                 (516) 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
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                      350,000(1)                $23.3125                  $8,159,375                 $2,400.00
per share
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 TOTAL:            $2,400.00
(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 plans described herein.

(1)  Pursuant to 1998 Hauppauge Digital, Inc. Incentive Stock Option Plan.

(2)  Calculated  pursuant to Rule 457(h)(1) under the Securities Act of 1933 and
     based upon the maximum  option  exercise  prices for shares of Common Stock
     pursuant to options granted to date under the 1998 Hauppauge Digital,  Inc.
     Incentive Stock Option Plan (referred to herein as the "Plan").

                                     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 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 350,000 shares of the
Registrant's  Common Stock, par value $.01 per share ("Common Stock"),  reserved
for issuance under the Plans of the Registrant, as follows:

                                        2
(i) 350,000 shares pursuant to the 1998 Hauppauge  Digital,  Inc. Incentive
     Stock Option Plan

The Plan was approved and adopted by the Board of Directors on December 17, 1997
and approved by the Company's shareholders on March 12, 1998.

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 1998 Hauppauge  Digital,  Inc. Incentive Stock
Option Plan are available without charge by contacting:

                       Gerald Tucciarone, Treasurer
                       Hauppauge Digital, Inc.
                       91 Cabot Court
                       Hauppauge, New York 11788
                       (516) 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 filed on December 29, 1998;

     (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.

     (d)  The  Registrant's  proxy  statement  dated  March 2, 1999  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

                                        3
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 1,500 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 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.

                                        4
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 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."

Item 7.  Exemption From Registration Claimed.

     Not applicable.

                                        5
Item 8.  Exhibits.

    4.1  1998  Hauppauge   Digital,   Inc.  Incentive  Stock  Option  Plan
         (incorporated  by reference to the  Registrant's  proxy statement
         dated January 28, 1998 and filed pursuant to Section 14(a) of the
         Exchange Act)

    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.

     (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
issuer pursuant to the foregoing provisions,  or otherwise,  the issuer 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 issuer of expenses incurred or paid by a

                                        6
director,  officer or controlling person of the issuer in the successful defense
of any action,  suit or  proceeding)  is assented by such  director,  officer or
controlling  person in connection  with the  securities  being  registered,  the
issuer 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.

                                   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 27, 1999.

                                          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

                                        7
EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------
    4.1                    1998 Hauppauge Digital, Inc. Incentive
                           Stock Option Plan (incorporated by
                           reference to the Registrant's proxy
                           statement dated January 28, 1998 pursuant
                           to  Section 14(a) of the Exchange Act)

    5.1                    Opinion of Counsel

    23.1                   Consent of Independent Certified Public
                           Accountant

    23.2                   Consent of Counsel

                                        8