<PAGE>


As filed with the Securities and Exchange Commission on January 16, 1997

                                           Registration No. 333-_______


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

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-8

                     REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933

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

                         DSP COMMUNICATIONS, INC.
          (Exact name of registrant as specified in its charter)

              Delaware                        77-0389180
    (State or other jurisdiction of         (I.R.S. Employer
    incorporation or organization)         Identification No.)

              20300 Stevens Creek Boulevard
                  Cupertino, California               95014
          (Address of Principal Executive Offices)  (Zip Code)

                            DSP Communications, Inc.
                             1996 Stock Option Plan
                            (Full title of the Plan)

                                  Davidi Gilo
                             Chairman of the Board
                            DSP COMMUNICATIONS, INC.
                         20300 Stevens Creek Boulevard
                          Cupertino, California 95014
                    (Name and address of agent for service)

                         Telephone Number (408) 777-2700
          (Telephone number, including area code, of agent for service)


<PAGE>

                                 Copy to:
                          Donald C. Reinke, Esq.
                             PEZZOLA & REINKE
                      1999 Harrison Street, Suite 1300
                          Oakland, California 94612

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

This Registration Statement shall become effective immediately upon filing 
with the Securities and Exchange Commission, and sales of the registered 
securities will thereafter be effected upon option exercises under the 1996 
Stock Option Plan, under which 3,000,000 shares of Common Stock are available 
(the "Plan").

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

                       CALCULATION OF REGISTRATION FEE


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

                                     Proposed       Proposed
                      Number of       Maximum        Maximum         Amount
  Title of             Shares        Offering       Aggregate          of
Securities to          to be          Price         Offering      Registration
be Registered        Registered    per Share(1)     Price(1)           Fee

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

Common Stock,         3,000,000        $23.125      $69,375,000       $21,023
$0.001 par
value per share

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

1   Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended, solely for the purposes of calculating the registration fee. 
    Computation based upon the average of the high and low prices of the 
    registrant's Common Stock as reported on the Nasdaq National Market on 
    January 13, 1997, which average was $23.125.


                                      2

<PAGE>

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (d) below are incorporated by 
reference in this Registration Statement.

     (a)  The registrant's annual report on Form 10-K for the year ended 
December 31, 1995, which was filed with the Securities and Exchange 
Commission (the "Commission") on April 1, 1996, as amended by a Form 10-K/A 
filed with the Commission on April 5, 1996.

     (b)  All other reports filed by the registrant since December 31, 1995, 
with the Commission pursuant to Section 13 or 15(d) of the Securities and 
Exchange Act of 1934, as amended (the "Exchange Act").

     (c)  The description of securities to be registered contained in the 
Registration Statement filed with the Commission on Form 8-A under the 
Exchange Act and declared effective on March 7, 1995, including any amendment 
or reports filed for the purpose of updating such description.

     (d)  All documents subsequently filed by the registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment which indicates that all securities offered 
have been sold or which de-registers all securities then remaining unsold, 
shall be deemed to be incorporated by reference in this Registration 
Statement and to be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The registrant's Amended and Restated Certificate of Incorporation 
limits the liability of directors to the maximum extent permitted by Delaware 
law. Delaware law provides that directors of a corporation will not be 
personally liable for monetary damages for breach of their

                                  3

<PAGE>

fiduciary duties as directors, except liability for (i) any breach of their 
duty of loyalty to the corporation or its stockholders, (ii) acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law, (iii) unlawful payments of dividends or unlawful 
stock repurchases or redemptions or (iv) any transaction from which the 
director derived an improper personal benefit.

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

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

     There is no pending litigation or proceeding involving a director, 
officer, employee or other agent of the registrant as to which 
indemnification is being sought, nor is the registrant aware of any pending 
or threatened litigation that may result in claims for indemnification by any 
director, officer, employee or other agent.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                 (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)


                                     4

<PAGE>

ITEM 8.   EXHIBITS.

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

      5              Opinion of Pezzola & Reinke as to the legality of the
                     securities being registered.

     23.1            Consent of Ernst & Young LLP, Independent Auditors.

     23.2            Consent of Pezzola & Reinke (contained in the opinion of
                     counsel filed as Exhibit 5 to this Registration 
                     Statement).

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


ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement to include 
any material information with respect to the plan of distribution not 
previously disclosed in the Registration Statement or any material change to 
such information in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, as amended (the "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 in the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Act, each filing of the registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 
(and, where applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) 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 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 


                                    5
<PAGE>

Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

                                    6



<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 Cupertino, State of California, on January 14, 
1997.

                                           DSP COMMUNICATIONS, INC.,
                                           a Delaware corporation



                                           By:  /s/ Davidi Gilo
                                                -----------------------
                                                Davidi Gilo
                                                Chairman of the Board


                                       7


<PAGE>

               POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

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

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


<TABLE>
<CAPTION>

SIGNATURE                    TITLE                                         DATE
<S>                         <C>                                           <C>

/s/ Davidi Gilo              Chairman of the Board of Directors            January 14, 1997
------------------                                                         ----------------
Davidi Gilo


/s/ Nathan Hod               President, Chief Executive Officer and        January 14, 1997
------------------           Director (Principal Executive Officer)        ----------------
Nathan Hod


/s/ Gerald Dogon             Executive Vice President and Chief             January 14, 1997
-----------------            Financial Officer (Principal Financial         ----------------
Gerald Dogon                 & Accounting Officer)


/s/ Lewis S. Broad           Director                                       January 14, 1997
------------------
Lewis S. Broad                                                              ------------------


------------------           Director                                       
Avraham Fischer                                                             -----------------


/s/ Andrew W. Schonzeit      Director                                       January 14, 1997
----------------------                                                      ----------------
Andrew W. Schonzeit


/s/ Shigeru Iwamoto          Director                                        January 14, 1997
------------------                                                           ----------------
Shigeru Iwamoto


/s/ Neill H. Brownstein      Director                                        January 14, 1997
-----------------------                                                      ----------------
Neill H. Brownstein


                                       8


</TABLE>

<PAGE>

                    EXHIBIT LIST

EXHIBIT NUMBER      EXHIBIT DESCRIPTION

5                   Opinion of Pezzola & Reinke as to the legality of the
                    securities being registered.

23.1                Consent of Ernst & Young LLP, Independent Auditors.

23.2                Consent of Pezzola & Reinke (contained in the opinion of 
                    counsel filed as Exhibit 5 to this Registration Statement).

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



                                        9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16004}]
{"company-data": {"conformed-name": "DSP COMMUNICATIONS INC", "cik": "0000934545", "assigned-sic": "3663", "irs-number": "770389180", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19883", "film-number": "97506798"}, "business-address": {"street1": "20300 STEVENS CREEK BLVD", "street2": "4TH FLOOR", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4087772700"}, "mail-address": {"street1": "1999 HARRISON STREET", "street2": "SUITE 1300", "city": "OAKLAND", "state": "CA", "zip": "94612"}}
As filed with the Securities and Exchange Commission on January 16, 1997

                                           Registration No. 333-_______

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

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-8

                     REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933

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

                         DSP COMMUNICATIONS, INC.
          (Exact name of registrant as specified in its charter)

              Delaware                        77-0389180
    (State or other jurisdiction of         (I.R.S. Employer
    incorporation or organization)         Identification No.)

              20300 Stevens Creek Boulevard
                  Cupertino, California               95014
          (Address of Principal Executive Offices)  (Zip Code)

                            DSP Communications, Inc.
                             1996 Stock Option Plan
                            (Full title of the Plan)

                                  Davidi Gilo
                             Chairman of the Board
                            DSP COMMUNICATIONS, INC.
                         20300 Stevens Creek Boulevard
                          Cupertino, California 95014
                    (Name and address of agent for service)

                         Telephone Number (408) 777-2700
          (Telephone number, including area code, of agent for service)
Copy to:
                          Donald C. Reinke, Esq.
                             PEZZOLA & REINKE
                      1999 Harrison Street, Suite 1300
                          Oakland, California 94612

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

This Registration Statement shall become effective immediately upon filing 
with the Securities and Exchange Commission, and sales of the registered 
securities will thereafter be effected upon option exercises under the 1996 
Stock Option Plan, under which 3,000,000 shares of Common Stock are available 
(the "Plan").

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

                       CALCULATION OF REGISTRATION FEE

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

                                     Proposed       Proposed
                      Number of       Maximum        Maximum         Amount
  Title of             Shares        Offering       Aggregate          of
Securities to          to be          Price         Offering      Registration
be Registered        Registered    per Share(1)     Price(1)           Fee

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

Common Stock,         3,000,000        $23.125      $69,375,000       $21,023
$0.001 par
value per share

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

1   Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended, solely for the purposes of calculating the registration fee. 
    Computation based upon the average of the high and low prices of the 
    registrant's Common Stock as reported on the Nasdaq National Market on 
    January 13, 1997, which average was $23.125.

                                      2
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (d) below are incorporated by 
reference in this Registration Statement.

     (a)  The registrant's annual report on Form 10-K for the year ended 
December 31, 1995, which was filed with the Securities and Exchange 
Commission (the "Commission") on April 1, 1996, as amended by a Form 10-K/A 
filed with the Commission on April 5, 1996.

     (b)  All other reports filed by the registrant since December 31, 1995, 
with the Commission pursuant to Section 13 or 15(d) of the Securities and 
Exchange Act of 1934, as amended (the "Exchange Act").

     (c)  The description of securities to be registered contained in the 
Registration Statement filed with the Commission on Form 8-A under the 
Exchange Act and declared effective on March 7, 1995, including any amendment 
or reports filed for the purpose of updating such description.

     (d)  All documents subsequently filed by the registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment which indicates that all securities offered 
have been sold or which de-registers all securities then remaining unsold, 
shall be deemed to be incorporated by reference in this Registration 
Statement and to be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The registrant's Amended and Restated Certificate of Incorporation 
limits the liability of directors to the maximum extent permitted by Delaware 
law. Delaware law provides that directors of a corporation will not be 
personally liable for monetary damages for breach of their

                                  3
fiduciary duties as directors, except liability for (i) any breach of their 
duty of loyalty to the corporation or its stockholders, (ii) acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law, (iii) unlawful payments of dividends or unlawful 
stock repurchases or redemptions or (iv) any transaction from which the 
director derived an improper personal benefit.

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

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

     There is no pending litigation or proceeding involving a director, 
officer, employee or other agent of the registrant as to which 
indemnification is being sought, nor is the registrant aware of any pending 
or threatened litigation that may result in claims for indemnification by any 
director, officer, employee or other agent.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                 (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)

                                     4
ITEM 8.   EXHIBITS.

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

      5              Opinion of Pezzola & Reinke as to the legality of the
                     securities being registered.

     23.1            Consent of Ernst & Young LLP, Independent Auditors.

     23.2            Consent of Pezzola & Reinke (contained in the opinion of
                     counsel filed as Exhibit 5 to this Registration 
                     Statement).

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

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement to include 
any material information with respect to the plan of distribution not 
previously disclosed in the Registration Statement or any material change to 
such information in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, as amended (the "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 in the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Act, each filing of the registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 
(and, where applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) 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 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 

                                    5
Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

                                    6
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 Cupertino, State of California, on January 14, 
1997.

                                           DSP COMMUNICATIONS, INC.,
                                           a Delaware corporation

                                           By:  /s/ Davidi Gilo
                                                -----------------------
                                                Davidi Gilo
                                                Chairman of the Board

                                       7
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

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

     Further, pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.
SIGNATURE                    TITLE                                         DATE
/s/ Davidi Gilo              Chairman of the Board of Directors            January 14, 1997
------------------                                                         ----------------
Davidi Gilo

/s/ Nathan Hod               President, Chief Executive Officer and        January 14, 1997
------------------           Director (Principal Executive Officer)        ----------------
Nathan Hod

/s/ Gerald Dogon             Executive Vice President and Chief             January 14, 1997
-----------------            Financial Officer (Principal Financial         ----------------
Gerald Dogon                 & Accounting Officer)

/s/ Lewis S. Broad           Director                                       January 14, 1997
------------------
Lewis S. Broad                                                              ------------------

------------------           Director                                       
Avraham Fischer                                                             -----------------

/s/ Andrew W. Schonzeit      Director                                       January 14, 1997
----------------------                                                      ----------------
Andrew W. Schonzeit

/s/ Shigeru Iwamoto          Director                                        January 14, 1997
------------------                                                           ----------------
Shigeru Iwamoto

/s/ Neill H. Brownstein      Director                                        January 14, 1997
-----------------------                                                      ----------------
Neill H. Brownstein

                                       8
EXHIBIT LIST

EXHIBIT NUMBER      EXHIBIT DESCRIPTION

5                   Opinion of Pezzola & Reinke as to the legality of the
                    securities being registered.

23.1                Consent of Ernst & Young LLP, Independent Auditors.

23.2                Consent of Pezzola & Reinke (contained in the opinion of 
                    counsel filed as Exhibit 5 to this Registration Statement).

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

                                        9