AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1996.
                                                       REGISTRATION NO. 33-83456
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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



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

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


                                 DSP GROUP, INC.
                     1991 EMPLOYEE AND CONSULTANT STOCK PLAN
                            (Full Title of the Plan)


                                   ELI AYALON
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                                 DSP GROUP, INC.
                              3120 SCOTT BOULEVARD
                             SANTA CLARA, CA  95054
                     (Name and Address of Agent For Service)


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


                                 With a copy to:
                              Bruce Alan Mann, Esq.
                             Morrison & Foerster LLP
                              345 California Street
                             San Francisco, CA 94104

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




                         Calculation of Registration Fee

- -------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Title of Securities Number of shares Offering Price Aggregate Amount of to be Registered to be Registered Per Share Offering Price Registration Fee - -------------------------------------------------------------------------------------------------- Common Stock, $0.001 800,000 $8.8125* $7,050,000 $2,431.03 par value per share - --------------------------------------------------------------------------------------------------
* Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933 on the basis of the average of the high and low price per share of DSP Group Inc.'s Common Stock on the Nasdaq National Market on August 7, 1996. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Registration Statement on Form S-8 filed by the Company on August 31, 1994 (File No. 33-83456) are incorporated by reference herein. ITEM 8. EXHIBITS. EXH. NO. DESCRIPTION - -------- ----------- 5.1 Opinion of Morrison & Foerster LLP as to the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Morrison & Foerster LLP (contained in the opinion of counsel filed as Exhibit 5.1 to this Amendment to the Registration Statement). 24.1 Power of Attorney (set forth on the signature page of this Amendment to the Registration Statement). 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 Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on August 8, 1996. DSP GROUP, INC. By: /s/ Eli Ayalon ------------------------------ Eli Ayalon President, Chief Executive Officer and Director II-1 POWER OF ATTORNEY AND ADDITIONAL SIGNATURES Each person whose signature appears below constitutes and appoints Eli Ayalon, Igal Kohavi and John P. Goldsberry, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstituiton, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue thereof. Further, pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - ------------------------- ------------------------- ----------------- /s/ Igal Kohavi - ------------------------- Igal Kohavi Chairman of the Board August 8, 1996 /s/ Eli Ayalon - ------------------------- Eli Ayalon President, Chief Executive Officer and Director August 8, 1996 /s/Avraham M. Fischer - ------------------------- Avraham M. Fischer Director August 8, 1996 /s/ Samuel L. Kaplan - ------------------------- Samuel L. Kaplan Director August 8, 1996 /s/ Millard Phelps - ------------------------- Millard Phelps Director August 8, 1996 II-2 Signature Title Date - ------------------------- ------------------------- ----------------- /s/ Donald E. Yost - ------------------------- Donald E. Yost Director August 8, 1996 /s/ John P. Goldsberry - ------------------------- John P. Goldsberry Vice President of Finance and Chief Financial Officer August 8, 1996 /s/ Michael Hoberg - ------------------------- Michael Hoberg Corporate Controller and Principal Accounting Officer August 8, 1996 II-3 EXHIBITS EXHIBIT INDEX EXH. NO. EXHIBIT - -------- ------- 5.1 Opinion of Morrison & Foerster LLP as to the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Morrison & Foerster LLP (contained in the opinion of counsel filed as Exhibit 5.1 to this Amendment to the Registration Statement). 24.1 Power of Attorney (set forth on the signature page of this Amendment to the Registration Statement).



                                                                 EXHIBIT 5.1


                                       August 8, 1996


DSP Group, Inc.
3120 Scott Boulevard
Santa Clara, California 95054


Ladies and Gentlemen:


      At your request, we have examined Amendment No. 1 to the Registration 
Statement on Form S-8 (No. 33-83456) to be filed by DSP Group, Inc., a 
Delaware corporation (the "Company"), with the Securities and Exchange 
Commission in connection with the registration under the Securities Act of 
1933, as amended, of 800,000 additional shares of the Company's Common Stock, 
$0.001 par value (the "Common Stock").

      As counsel to the Company, we have examined the proceedings taken by 
the Company in connection with the issuance of the 800,000 additional shares 
of the Common Stock to be reserved for issuance under the Company's 1991 
Employee and Consultant Plan.

      It is our opinion that the 800,000 shares of Common Stock which may be 
issued and sold by the Company, when issued and sold in the manner referred 
to in the Registration Statement, will be legally and validly issued, fully 
paid and nonassessable.

      We consent to the use of this opinion as an exhibit to Amendment No. 1 
to the Registration Statement and further consent to all references to us in 
Amendment No. 1 to the Registration Statement and any further amendments 
thereto.

                                       Very truly yours,

                                       /s/ MORRISON & FOERSTER LLP




                                                                Exhibit 23.1


                  CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Amendment to the 
Registration Statement (Form S-8, No. 33-83456) pertaining to the 1991 
Employee and Consultant Stock Plan of our reports dated January 24, 1996, 
with respect to the consolidated financial statements and schedule of DSP 
Group, Inc. for the year ended December 31, 1995, included in the Annual 
Report on Form 10-K filed with the Securities and Exchange Commission.

                                             /s/ ERNST & YOUNG LLP

San Jose, California
August 7, 1996





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