AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1996.
                                                      REGISTRATION NO. 33-87390
- --------------------------------------------------------------------------------


                          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.
                           1993 DIRECTOR STOCK OPTION 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
Title of                             Maximum         Maximum    Amount of
Securities to    Number of shares    Offering Price  Aggregate  Registration
be Registered    to be Registered    Per Share       Offering   Fee
                                                     Price
- --------------------------------------------------------------------------------

Common Stock,    75,000              $8.8125*        $660,938   $227.91
$0.001 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 December 15, 1994 (File No. 33-87390) 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    August 8, 1996 
                             Officer and Director


/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     August 8, 1996
                             and Chief Financial Officer


 /s/ Michael Hoberg
- ------------------------
     Michael Hoberg          Corporate Controller and      August 8, 1996
                             Principal Accounting Officer


                                         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. 33-87390) 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 75,000 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 75,000 additional shares 
of the Common Stock to be reserved for issuance under the Company's 1993 
Director Stock Option Plan.

      It is our opinion that the 75,000 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 33-87390) pertaining to the 1993 
Director Stock Option 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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