Room 4561
						April 25, 2006



Mr. Gerald Tucciarone
Treasurer, Chief Financial Officer and Secretary
Hauppauge Digital, Inc.
91 Cabot Court
Hauppauge, NY 11788

Re:	Hauppauge Digital, Inc.
	Form 10-K for the Fiscal Year Ended September 30, 2005
	Filed December 29, 2005
	Form 10-Q for the Fiscal Quarter Ended December 31, 2005
	Filed February 14, 2006
	File No. 001-13550

Dear Mr. Tucciarone:

      We have reviewed your response letter dated March 3, 2006
and
have the following additional comments.  We may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  Please be as detailed as necessary in your
explanation.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended September 30, 2005

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations, page 32

1. We note your response to prior comment number 2.  We do not
object
to your disclosure of the arbitration and litigation settlements
as
separate lines on your income statement.  However, we note that
the
subtotal "Net operating income before arbitration and litigation"
represents a non-GAAP measure.  If you continue to disclose the
subtotal "Net operating income before arbitration and litigation"
in
your filings, you will need to comply with Regulation G and Item
10(e)(1) of Regulation S-K.

2. You indicate in your response to prior comment number 3 that
you
have provided the disclosures required by Item 303(a)(3)(iii) of
Regulation S-K.  However, we are unable to locate these
disclosures.
Please provide reference to where you have quantified the amount
of
the change in reported sales that is attributable to changes in
price.

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies, page F-8

Product Segment and Geographic Information, page F-9

3. In future filings, provide the disclosure required by SFAS 131,
par. 26(a).

4. We understand that you generate revenue from five primary
product
categories: personal vide recorders, analog TV receivers, digital
TV
receivers, hybrid video recorders and digital media players.
Information contained in your MD&A and certain press releases
indicates that changes within these product categories have
materially affected your results of operations in prior periods.
Separately, information provided in response to prior comment
number
indicates that there is significant variation in the amount of
revenue derived from each of these product categories.  In view of
these factors, it appears that disclosure of revenue for these
product categories would be useful to investors and is required by
SFAS 131, par. 37.  The categories you have currently provided
appear
to be overly broad.  As a result, they do not appear to be as
useful
to investors as more detailed information.  Accordingly, revise
future filings to include a more detailed presentation of revenue
by
product category.  Alternatively, explain to us why no revision is
necessary.

Revenue recognition, page F-10

5. Your response to prior comment number 9 indicates, in part,
that
charges to sales relating to price protection have not been
material.
Provide us with an analysis supporting this assertion.  Address
each
of the periods presented in your most recent 10-K.

6. Your response to prior comment number 9 indicates that, from
time
to time, you run end cap promotions with retailers.  Describe for
us
the terms of these promotions.  Tell us how amounts paid by you in
connection with these promotions are classified in your income
statement.  Provide reference to the specific literature that
supports your classification.

Foreign Currency Translations and Transactions, page F-11

7. We note your response to prior comment number 11 and it is
unclear
to us how you have concluded that translation of sales using the
average monthly forward contract rate is appropriate under US
GAAP.
In this regard, it does not appear that accounting for
translation,
as described in SFAS 52, is voluntary or elective.  Rather, the
accounting treatment in question appears to be required,
regardless
of whether management believes that a different translation method
provides a more precise measurement.  Therefore, as previously
requested, please explain to us how your accounting complies with
paragraph 12 of SFAS 52.

Note 5 - Income Taxes, page F-16

8. We note your response to prior comment number 13.  Your
response
is somewhat general in nature and does not provide sufficient
detail
to support your accounting.  Please describe, in reasonable
detail,
your basis for determining that a valuation allowance was
necessary.
As previously requested, describe the positive and negative
evidence
you considered and explain how you considered the "more likely
than
not" standard of SFAS 109.  Explain, in reasonable detail, how you
have considered and applied the guidance of SFAS 109, pars. 20
through 25.  As part of your response, explain how you evaluated
the
factors identified in SFAS 109, par. 23.  Also, explain why you
are
not able to determine reasonable predictions of future income.

9. Your response to prior comment number 13 indicates, in part,
that
you would have to "string together three straight years of taxable
income" to support the realization of your deferred tax asset.
Clarify what you mean by this and why you believe this would be
required.

Form 10-Q for the Fiscal Quarter Ended December 31, 2005

Notes to Condensed Consolidated Financial Statements

Note 9 -  Stock-Based Compensation, page 11

10. We note that you adopted SFAS 123R as of October 1, 2005.
Please
tell us how you considered the interpretive response to Question 1
in
Section H of SAB 107.  In this regard, it does not appear that you
have provided the disclosures required by paragraphs 64, 65, 84,
and
A240 through A242 in the interim period in which SFAS 123R was
first
adopted.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

 	You may contact Christine Davis, Staff Accountant at (202)
551-
3408 or me at (202) 551-3489 if you have questions regarding these
comments.

Sincerely,




      Brad Skinner
							Accounting Branch Chief
Mr. Gerald Tucciarone
Hauppauge Digital, Inc.
April 25, 2006
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