UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                        Date of Report: February 11, 2005
                        (Date of earliest event reported)


                             HAUPPAUGE DIGITAL, INC.
               (Exact Name of Registrant as Specified in Charter)


         Delaware                    1-13559                   11-3227864
-------------------------       ------------------        -------------------
(State of or Other              (Commission File No.)     (IRS Employer
Jurisdiction of Incorporation)                            Identification Number)

                       91 Cabot Court, Hauppauge, NY 11788
                       -----------------------------------
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (631) 434-1600
       ------------------------------------------------------------------


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

---------      Written communications  pursuant to Rule 425 under the Securities
               Act (17 CFR 230.425)

---------      Soliciting  material  pursuant to Rule 14a-12  under the Exchange
               Act (17 CFR 240.14a-12)

---------      Pre-commencement  communications  pursuant to Rule 14d-2(b) under
               the Exchange Act (17 CFR 240.14d-2(b))

---------      Pre-commencement  communications  pursuant to Rule 13e-4(c) under
               the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition.

           On  February 11, 2005, Hauppauge Digital, Inc. issued a press release
announcing its financial results for the fiscal quarter ended December 31, 2004.
A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(c)        Exhibits

           99.1     Press Release,  dated February 11, 2005, issued by Hauppauge
                    Digital, Inc.






                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:  February 17, 2005

                                         HAUPPAUGE DIGITAL, INC.



                                         By: /s/ Gerald Tucciarone
                                            ------------------------------
                                             Gerald Tucciarone
                                             Chief Financial Officer