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)

               Hauppauge Digital Inc. Employee Stock Purchase 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

<PAGE>


<TABLE>
<CAPTION>
                         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
------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                   <C>                   <C>
Common Stock,
par value $.01            100,000(1)       $6.625   (2)          $662,500              $174.90
per share
------------------------------------------------------------------------------------------------
                                                                     TOTAL:            $174.90
                                                                                       ---------
</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 plan described herein.

(1)  The  Registration  Statement shall also cover any additional  shares of the
     Registrant's  Common Stock under issued  pursuant to the Hauppauge  Digital
     Inc.  Employee  Stock  Purchase  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,


                                       2
<PAGE>


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 100,000 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 Hauppauge Digital Inc. Employee Stock Purchase
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.


                                       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


                                       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 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


                                       5
<PAGE>


     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  discussion 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  Hauppauge Digital Inc. Employee Stock Purchase 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;

               (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


                                       6
<PAGE>


               (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 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.


                                       7
<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 25, 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


                                       8
<PAGE>


                                  EXHIBIT INDEX


Exhibit Number      Description
--------------      -----------
     4.1            Hauppauge Digital Inc. Employee Stock Purchase Plan

     5.1            Opinion of Counsel

    23.1            Consent of Independent Certified Public Accountant

    23.2            Consent of Counsel


                                       9
[{"type": "S-8", "sequence": "1", "filename": "s-8_23499.txt", "description": "FORM S-8", "secsgml_size_bytes": 21829}]
{"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": "333-46910", "film-number": "731714"}, "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)

               Hauppauge Digital Inc. Employee Stock Purchase 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
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            100,000(1)       $6.625   (2)          $662,500              $174.90
per share
------------------------------------------------------------------------------------------------
                                                                     TOTAL:            $174.90
                                                                                       ---------
(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)  The  Registration  Statement shall also cover any additional  shares of the
     Registrant's  Common Stock under issued  pursuant to the Hauppauge  Digital
     Inc.  Employee  Stock  Purchase  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,

                                       2
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 100,000 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 Hauppauge Digital Inc. Employee Stock Purchase
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.

                                       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

                                       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 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

                                       5
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  discussion 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  Hauppauge Digital Inc. Employee Stock Purchase 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;

               (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

                                       6
(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 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.

                                       7
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 25, 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

                                       8
EXHIBIT INDEX

Exhibit Number      Description
--------------      -----------
     4.1            Hauppauge Digital Inc. Employee Stock Purchase Plan

     5.1            Opinion of Counsel

    23.1            Consent of Independent Certified Public Accountant

    23.2            Consent of Counsel

                                       9