SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                            FORM 10-C

         Report by Issuer of Securities Quoted on NASDAQ

                   Interdealer Quotation System

           Filed pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 and Rule 13a-17
                       or 15d-17 thereunder


                     HAUPPAUGE DIGITAL, INC.
          (Exact name of issuer as specified in charter)

            91 Cabot Court, Hauppauge, New York 11788
             (Address of principal executive offices)

Issuer's telephone number, including area code    (516) 434-1600

          I.   CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

1.   Title of security:  Common Stock $.01 par value ("Common Stock") 
2.   Number of shares outstanding before the change:   2,756,183
3.   Number of shares outstanding after the change:         4,465,302
4.   Effective date of change:     May 24, 1996 through July 17, 1996
5.   Method of change:

          A.  On May 24, 1996, and June 7, 1996, Lew Lieberbaum and Co., Inc.,
the Company's Underwriter on its Public Offering exercised its 133,333
Underwriter's Warrants pursuant to which it paid a total of $543,778.53 to 
the Company, and there was issued to  it 133,333 shares of the Company's
Common Stock and 133,333 Class A Warrants.

          B.  On June 3, 1996, the Company gave notice to its Class A 
Warrantholders that it was calling for redemption on July 5, 1996, which
period was extended until the close of business on July 17, 1996, all of 
the Company's outstanding Class A Warrants at a price of $.10 per Warrant
pursuant to the terms of the Class A Warrants.  A total of 1,609,516 Class
A Warrants were outstanding and 1,575,786 of the Class A Warrants were
exercised by the close of business on July 17, 1996.  A total of 
$5,909,197.50 was paid to the Company for the exercise of these Warrants 
resulting in the issuance of 1,575,786 shares of the Company's Common Stock.
The remaining unexercised Class A Warrants total 33,730 for which the
Company will be making payment of $3,373 for their redemption.

Date:     July 29, 1996                      HAUPPAUGE DIGITAL, INC.

                                             By: /s/ GERALD TUCCIARONE
                                                 ______________________
                                                 Gerald Tucciarone,
                                                 Chief Financial Officer