UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

[   ]           Preliminary Proxy Statement

[   ]           Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]           Definitive Proxy Statement

[   ]           Definitive Additional Materials

[   ]           Soliciting Material Pursuant to Section 240.14a-12

Hauppauge Digital Inc.

(Name of Registrant as Specified in its Charter)

_______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ]	No fee required.
[     ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)   Title of each class of securities to which transaction applies:

(2)   Aggregate number of securities to which transaction applies:

(3)   Per unit  price  or other  underlying  value of  transaction  computed pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)   Proposed maximum aggregate value of transaction:

(5)   Total fee paid:

[     ] Fee paid previously with preliminary materials.

[     ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)   Amount previously paid:

(2)   Form, Schedule or Registration Statement No.:

(3)   Filing Party:

(4)   Date Filed:

HAUPPAUGE DIGITAL INC.

91 Cabot Court

Hauppauge, New York 11788

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 9, 2009

______________________________________

To the Stockholders of Hauppauge Digital Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Hauppauge Digital Inc., a Delaware corporation (the “Company”), will be held on December 9, 2009 at our executive offices, located at 91 Cabot Court Hauppauge, New York 11788 at 10:00 a.m., local time, for the following purposes:

1.	To elect four (4) directors to the Board of Directors of the Company.
2.	To transact such other business as may properly come before the meeting.

Only stockholders of record at the close of business on November 4, 2009 are entitled to notice of and to vote at the meeting or any adjournment thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 9, 2009

Our notice of annual meeting and proxy statement, and our annual report are available on the Internet at https://materials.proxyvote.com/419131 together with any amendments to any of these materials.

By Order of the Hauppauge Digital Inc.

Board of Directors

Gerald Tucciarone

Secretary

Hauppauge, New York

November 9, 2009

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO VOTE AS SOON AS POSSIBLE BY COMPLETING, DATING, SIGNING AND MAILING THE ENCLOSED PROXY CARD(S) IN THE POSTAGE PRE-PAID ENVELOPE PROVIDED. YOU MAY REVOKE A PREVIOUSLY SUBMITTED PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY  DATED  PROXY OR BY  ATTENDING  THE  MEETING  AND VOTING IN PERSON.

HAUPPAUGE DIGITAL INC.

91 Cabot Court

Hauppauge, New York 11788

_____________________

PROXY STATEMENT

_____________________

SOLICITING, VOTING AND REVOCABILITY OF PROXY

We are furnishing this proxy statement to all stockholders of record at the close of business on November 4, 2009 in connection with the solicitation by our Board of Directors of proxies to be voted at the Annual Meeting of Stockholders to be held at our executive  offices, located at 91 Cabot  Court,  Hauppauge,  New York 11788 on December 9, 2009 at 10:00 a.m.,  local time, or any adjournment  thereof.  The proxy and this proxy statement were first sent or given to stockholders on or about November 9, 2009.

All shares represented by proxies duly executed and received will be voted on the matters presented at the meeting in accordance with the instructions specified in such proxies.  Proxies so received without specified instructions will be voted FOR the nominees named in the proxy to our Board of Directors.

Our Board does not know of any other matters that may be brought before the meeting nor does it foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees to the Board.  In the event that any other matter  should come before the meeting or any nominee is not available for election,  the persons named in the  enclosed  proxy  will have  discretionary authority  to vote all proxies not marked to the  contrary  with respect to such matters in accordance with their best judgment.

The total number of shares of common stock outstanding and entitled to vote as of November 4, 2009 was 10,060,115.

Our shares of common stock are the only class of our securities entitled to vote on matters presented to stockholders, each share being entitled to one non-cumulative vote.  A majority of the shares of common stock outstanding and entitled to vote as of November 4, 2009, or 5,030,058 shares of common stock, must be present at the meeting in person or by proxy in order to constitute a quorum for the transaction of business.  Only stockholders of record as of the close of business on November 4, 2009 will be entitled to vote.

With regard to the election of directors, votes may be cast in favor or withheld. Directors shall be elected by a plurality of the votes cast for such individuals. Votes withheld in connection  with the election of one or more of the  nominees  for  director  will  not  be  counted  as  votes  cast  for such individuals.

Any person giving a proxy has the power to revoke it at any time before its exercise. The proxy may be revoked by filing with us written notice of revocation or a fully executed proxy bearing a later date.  Any proxy may also be revoked by affirmatively electing to vote in person while in attendance at the meeting.  However, a stockholder who attends the meeting need not revoke a proxy given and vote in person unless the stockholder wishes to do so.  Written revocations or amended proxies should be sent to us at 91 Cabot Court, Hauppauge, New York 11788, Attention: Corporate Secretary.

The proxy is being solicited by our Board of Directors.  We will bear the cost of the solicitation of proxies, including the charges and expenses of brokerage firms and other custodians, nominees and fiduciaries for forwarding proxy materials to beneficial owners of our shares.  Solicitations will be made primarily by mail, but certain of our directors, officers or employees may solicit proxies in person or by telephone, telecopier or telegram without special compensation.

2

A list of  stockholders  entitled to vote at the meeting will be available for  examination  by any  stockholder  for any  purpose for a period of ten days prior to the meeting, at our offices located at 91 Cabot Court, Hauppauge, New York 11788, and also during the meeting for inspection by any  stockholder who is present. To contact us, stockholders should call (631) 434-1600.

EXECUTIVE COMPENSATION

Summary Compensation Table for 2009 and 2008 Fiscal Years

The following table sets forth certain compensation information for each of the fiscal years ended September 30, 2009 and 2008 for our Chief Executive Officer, Chief Financial Officer and the two other most highly compensated executive officers:

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Option Awards ($)		All Other Compen -sation ($)		Total ($)
Kenneth Plotkin President, Chairman of the Board,  Chief	2009	$	183,186	$	-	$	-	$	6,000 (3)	$	189,186
Executive Officer, and Chief Operating Officer	2008	$	189,377	$	91,962 (1)	$	-	$	6,000 (3)	$	287,339
Gerald Tucciarone Treasurer, Chief	2009	$	158,948	$	-	$	-	$	-	$	158,948
Financial Officer, and Secretary	2008	$	164,320	$	22,000 (1)	$	7,448 (2)(5)	$	-	$	193,768
John Casey	2009	$	156,936	$	-	$	-	$	-	$	156,936
Vice President of Technology	2008	$	162,240	$	12,000 (1)	$	24,570 (2)(6)(7)	$	-	$	198,810
Bruce Willins (4) Vice President of	2009	$	-	$	-	$	-	$	-	$	-
Engineering and Product Marketing	2008	$	167,088	$	22,000 (1)	$	9,300 (8)	$	-	$	198,388

 ____________________________________________

(1)	Based on fiscal year 2007 financial results and paid during fiscal year 2008.
(2)	Represent the dollar amount of stock compensation expense recognized for financial reporting purposes during the applicable fiscal year computed in accordance with SFAS 123(R). See Note 6 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008 for a description of the assumptions used in that computation. The actual value realized with respect to option awards will depend on the difference between the market value of our common stock on the date the option is exercised and the exercise price.
(3)	Represents non-cash compensation in the form of the use of a car and related expenses, and payment of certain insurance premiums.

(4)	Bruce Willins resigned from his position as Vice President of Engineering and Product Marketing of the Company on July 25, 2008.
(5)	8,000 options were granted on June 26, 2008 at an exercise price of $1.64.  The options vest to the extent of 4,000 shares on June 26, 2011 and 4,000 shares on June 26, 2012 and expire on June 26, 2018.
(6)	8,000 options were granted on December 26, 2007 at an exercise price of $4.35.  The options vest to the extent of 4,000 shares on December 26, 2009 and 4,000 shares on December 26, 2010 and expire on December 26, 2017.
(7)	5,000 options were granted on June 26, 2008 at an exercise price of $1.64.  The options vest to the extent of 2,500 shares on June  26, 2011 and  2,500 shares on June  26, 2012  and expire on June 26, 2018.
(8)	10,000 options were granted on June 26, 2008 at an exercise price of $1.64.  The options vest to the extent of 5,000 shares on June 26, 2011 and 5,000 shares on June 26, 2012 and expire on June 26, 2018.

3

Employment Contracts

As of January 10, 1998, following the expiration of a prior employment agreement with us, Kenneth Plotkin entered into a new employment agreement (the "1998 Employment Agreement") with us to serve in certain of our offices.  The 1998 Employment Agreement provides for a three-year term, which term automatically renews on an annual basis, unless otherwise terminated by the Board or the executive.  The 1998 Employment Agreement provides for an annual base salary of $125,000 during the first year, $150,000 during the second year, and $180,000 during the third year. For each Annual Period (as defined in the 1998 Employment Agreement) thereafter, the 1998 Employment Agreement provides that compensation shall be mutually agreed upon by the Company and the executive, said amount not to be less than that for the preceding Annual Period.

On January 21, 1998, pursuant to the 1998 Employment Agreement, (i) incentive stock options to acquire a total of 90,000 shares of our common stock were granted to Mr. Plotkin, exercisable, beginning on January 21, 1999, in increments of 33 1/3% per year at $2.544 per share, each such increment due to expire 5 years after becoming exercisable and (ii) non-qualified options to acquire a total of 60,000 shares of common stock were granted to Mr. Plotkin, exercisable immediately for a period of 10 years, which expired as of January 20, 2008.

The 1998 Employment Agreement provides for a bonus to be paid to Mr. Plotkin as follows: an amount equal to 2% of our earnings, excluding earnings that are not from operations and before reduction for interest and income taxes ("EBIT"), for each fiscal year commencing with the year ended September 30, 1998, provided that our EBIT for the applicable fiscal year exceeds 120% of the prior fiscal year's EBIT, and if not, then 1% of our EBIT.  The determination of EBIT shall be made in accordance with our audited filings with the Securities and Exchange Commission on our Form 10-K.

The 1998 Employment Agreement further provides for disability benefits, our obligation to pay the premiums on a term life insurance policy or policies in the amount of $500,000 on the life of Mr. Plotkin, owned by Mr. Plotkin or his spouse, or a trust for their respective benefit or for the benefit of their family, a car allowance of $500 per month, reasonable reimbursement for automobile expenses, and medical insurance as is standard for our executives.  Furthermore, the 1998 Employment Agreement provides that we may apply for, and own, life insurance on the life of Mr. Plotkin for our benefit, in such amount as the Board may from time to time determine; we shall pay these premiums as they become due on any such insurance policies; and all dividends and any cash value and proceeds on such insurance policies shall belong to us.

OUTSTANDING EQUITY AWARDS AT 2009  FISCAL YEAR-END

The following table sets forth certain information concerning outstanding option awards held by our named executive officers as of the fiscal year ended September 30, 2009:

OPTION AWARDS

	Number of Securities Underlying Unexercised Options			Option Exercise		Option Expiration
Name	Exercisable		Unexercisable	Price ($) (1)		Date
Kenneth Plotkin		15,400	-	$	5.25	8/03/2010
		6,920	-	$	5.78	8/03/2010
		10,000	-	$	1.16	10/01/2011
		10,000	-	$	1.19	10/16/2012
		5,000	-	$	3.32	8/09/2014
		80,000	120,000 (2)	$	4.96	11/20/2016
Gerald Tucciarone		10,000	-	$	1.05	10/01/2011
		22,500	-	$	1.08	10/16/2012
		20,000	-	$	4.62	2/11/2015
		10,000	20,000 (3)	$	7.45	1/22/2017
			8,000 (4)	$	1.64	6/26/2018
John Casey		10,000	-	$	1.05	10/01/2011
		30,000	-	$	1.08	10/16/2012
		20,000	-	$	4.62	2/11/2015
		8,000	8,000 (5)	$	7.45	1/22/2017
			8,000 (6)	$	4.13	12/26/2017
			5,000 (7)	$	1.64	6/26/2018

 ______________________________________________

(1)	Calculated using the closing price of our common stock on the date of the grant.
(2)	120,000 options vest to the extent of 40,000 shares on November 20, 2009, 40,000 shares on November 20, 2010 and 40,000 shares on November 20, 2011.
(3)	20,000 options vest to the extent of 10,000 shares on February 1, 2010 and 10,000 shares on February 1, 2011.
(4)	8,000 options vest to the extent of 4,000 shares on June 26, 2011 and 4,000 shares on June 26, 2012.
(5)	8,000 options vest to the extent of  4,000 shares on February 1, 2010 and 4,000 shares on February 1, 2011.
(6)	8,000 options vest to the extent of 4,000 shares on December 26, 2009 and 4,000 shares on December 26, 2010.
(7)	5,000 options vest to the extent of 2,500 shares on June 26, 2011 and 2,500 shares on June 26, 2012.

4

Termination of Employment and Change in Control Agreements

In the event of a termination of employment associated with a Change in Control of the Company, as defined in the 1998 Employment Agreement, a one-time bonus shall be paid to the executive equal to three times the amount of the executive's average annual compensation (including salary, bonus and benefits, paid or accrued) received by him for the thirty-six month period preceding the date of the Change of Control.

In the event of a Change in Control, as defined in our 1998 Incentive Stock Option Plan, options granted to the named executive officers pursuant to said plan shall become immediately vested and exercisable.  The 1998 Incentive Stock Option Plan further provides that options granted shall terminate if and when the optionee ceases to be our employee or the employee of one our subsidiaries, unless (1) the optionee shall die while in our employ or the employ of one of our subsidiaries, in which case, the options shall be exercisable, as and to the extent exercisable by such person or persons as shall have acquired the optionee's rights by will or the laws of descent and distribution, but not later than one year after the date of death and not after the expiration of the specific period fixed in the option grant or (2) the optionee shall become disabled (within the meaning of section 105(d)(4) of the Internal Revenue  Code) while in our employ or the employ of one of our subsidiaries and such optionee's employment shall terminate by reason of such disability, in which case the options shall be exercisable, as and to the extent exercisable at the time of the termination of his employment, within such period as shall be set forth in the option grant, but only within one year after the termination of the optionee's employment and not after the expiration of the specific period fixed in the option grant as in effect at the time of the termination of his employment. In the event of a termination of employment associated with a Change in Control, as defined in the 2003 Performance and Equity Incentive Plan, options granted pursuant to said plan shall vest or be exercisable upon termination of an employee’s employment within 24 months from the date of the Change in Control, but only to the extent determined by the Board (or the Committee, as defined in such plan), unless the employee is terminated for Cause or the employee resigns his employment without Good Reason (as such terms are defined in the 2003 Performance and Equity Incentive Plan).

DIRECTOR COMPENSATION FOR 2009 FISCAL YEAR

The following table sets forth compensation paid to our non-employee directors for the fiscal year ended September 30, 2009:

Name	Fees Earned or Paid in Cash		Option  Awards		Stock Awards	All Other Compensation		Total
Bernard Herman	$	30,900	$	- (3)	- (3)	$	-	$	30,900
Robert S. Nadel (1)	$	27,450	$	- (4)	- (4)	$	-	$	27,450
Christopher G. Payan	$	30,900	$	- (5)	- (5)	$	-	$	30,900
Neal Page (2)	$	26,850	$	- (6)	- (6)	$	-	$	26,850
Seymour G. Siegel	$	40,650	$	- (7)	- (7)	$	-	$	40,650

During fiscal year 2009, each of Bernard Herman, Neal Page, Christopher G. Payan and Seymour G. Siegel, each a non-employee director, received an annual retainer of $19,500, paid in quarterly installments in advance, and $1,500 from October 1, 2008 through April 30, 2009 for every Board or Committee meeting that he attended in person.  Effective May 1, 2009, each of the non-employee board members received $1,350 for each board meeting that he attended in person.  Dr. Robert S. Nadel, a non-employee board member, received an annual retainer of $15,000 and $1,500 for each board meeting that he attended through April 2009 and $1,350 for each board meeting that he attended from May 2009 through June 2009.  Additionally, the Chairman of the Audit Committee, Mr. Siegel, received an annual stipend of $9,750, and the Chairman of the Compensation Committee, Dr. Nadel, received an annual stipend of $3,750.  Effective July 1, 2009, the annual retainers paid to the non-employee board members were reduced by 10%.

(1)   Resigned from the Board of Directors effective June 30, 2009.  

(2)   Deceased on July 6, 2009.  

(3)   As of September 30, 2009, Mr. Herman held options to purchase 55,000 shares of the Company’s Common Stock and had awards of 8,994 shares of the Company’s Common Stock outstanding.  

(4)   As of September 30, 2009, Mr. Nadel held options to purchase 45,000 shares of the Company’s Common Stock and had awards of 5,000 shares of the Company’s Common Stock outstanding.  

(5)   As of September 30, 2009, Mr. Payan held options to purchase 25,000 shares of the Company’s Common Stock and had awards of 5,000 shares of the Company’s Common Stock outstanding.  

(6)    As of September 30, 2009, Mr. Page held options to purchase 25,000 shares of the Company’s Common Stock and had awards of 5,000 shares of the Company’s Common Stock outstanding.  

(7)   As of September 30, 2009, Mr. Siegel held options to purchase 45,000 shares of the Company’s Common Stock and had awards of 5,000 shares of the Company’s Common Stock outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership

The following table sets forth, to our knowledge based solely upon records available to us, certain information as of  November 4, 2009 regarding the beneficial ownership of our shares of common stock by (i) each person who we believe to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each current director and nominee, (iii) each of the named executive officers and (iv) all current executive officers and directors as a group.

Name and Address of  Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership	Percent of Class
Kenneth Plotkin
91 Cabot Court
Hauppauge, N.Y. 11788	common stock	801,955 (1)(3)(4)	7.97%
Laura Aupperle
23 Sequoia Drive
Hauppauge, N.Y. 11788	common stock	747,392 (2)	7.43%
Dorothy Plotkin
91 Cabot Court
Hauppauge, N.Y. 11788	common stock	551,660 (1)(4)	5.48%
John Casey	common stock	169,200 (5)	1.68%
Bernard Herman	common stock	63,994 (6)	*
Gerald Tucciarone	common stock	89,000 (7)	*
Christopher G. Payan	common stock	30,000 (8)	*
Seymour G. Siegel	common stock	50,000 (9)	*
All executive officers and directors as a group (6) persons	common stock	1,204,149 (1)(3)(4)(5)(6)(7)(8)(9)	11.97%

________________________

* Denotes less than 1% percent

 (1) Dorothy Plotkin, wife of Kenneth Plotkin, beneficially owns 551,660 shares of our common stock or 5.48% of the outstanding shares of common stock.  Ownership of shares of our common stock by Mr. Plotkin does not include ownership of shares of our common stock by Mrs. Plotkin.  Likewise, ownership of shares of our common stock by Mrs. Plotkin does not include ownership of shares of our common stock by Mr. Plotkin.

(2) To our knowledge, based upon Schedule 13G filed under the Securities Exchange Act of 1934, as amended, and other information that is publicly available, Laura Aupperle, the widow of Kenneth R. Aupperle, beneficially owns 747,392 shares of our common stock, or 7.43% of the outstanding shares of our common stock.

(3) Includes 15,400 shares of our common stock issuable upon the exercise of non-qualified options which are currently exercisable or exercisable within 60 days, and 151,920 shares of our common stock issuable upon the exercise of incentive stock options which are currently exercisable or exercisable within 60 days.  Does not include 80,000 shares of our common stock issuable upon the exercise of non-qualified options which are currently unexercisable or not exercisable within 60 days.

(4) Does not include 18,000 shares of our common stock owned by the Plotkins' adult daughter. Does not include 4,000 shares of our common stock owned by the Plotkins' adult son.  Each of Mr. and Mrs. Plotkin disclaim beneficial ownership of all such 22,000 shares of our common stock.

(5) Includes 72,000 shares of our common stock issuable upon the exercise of incentive stock options which are currently exercisable or exercisable within 60 days. Does not include 17,000 shares of our common stock issuable upon the exercise of incentive stock options which are currently unexercisable or not exercisable within 60 days.

(6) Includes 55,500 shares of our common stock issuable upon the exercise of non-qualified stock options which are currently exercisable or exercisable within 60 days and 5,000 shares of common stock issued in lieu of options on November 26, 2008.

(7) Includes 62,500 shares of our common stock issuable upon the exercise of incentive stock options which are currently exercisable or exercisable within 60 days. Does not include 28,000 shares of our common stock issuable upon the exercise of incentive stock options which are currently unexercisable or not exercisable within 60 days.

(8) Includes 25,000 shares of our common stock issuable upon the exercise of non-qualified stock options which are currently exercisable or exercisable within 60 days and 5,000 shares of common stock issued in lieu of options on November 26, 2008.

(9) Includes 45,000 shares of our common stock issuable upon the exercise of non-qualified stock options which are currently exercisable or exercisable within 60 days and 5,000 shares of common stock issued in lieu of options on November 26, 2008.  

5

Securities Authorized for Issuance Under Equity Compensation Plans

Set forth in the table below is certain information regarding the number of shares of our common stock that may be issued under options, warrants and rights pursuant to all of our existing equity compensation plans as of September 30, 2009.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding optionsand warrants		Weighted-average exercise price of outstanding optionsand warrants	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the firstcolumn)
Equity compensation plans approved by stockholders	1,522,394	$	3.78	499,325
Equity compensation plans not approved by stockholders	-	$	-	-
Total	1,522,394	$	3.78	499,325

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We occupy a facility located at 91 Cabot Court, Hauppauge, New York 11788 (the “Premises”) and use it for our executive offices and for the testing, storage and shipping of our products.  In February 1990, Hauppauge Computer Works, Inc., one of our wholly-owned subsidiaries (“HCW”) entered into a lease for said Premises (the “1990 Lease”) with Ladokk Realty Co. (together with its successor, Ladokk Realty Co., LLC, “Ladokk”), a real estate partnership principally owned by Mr. Plotkin, the holder of approximately 7.97% of our shares of common as of  November 4, 2009;  Mrs. Plotkin, the holder of approximately 5.48% of shares of our common stock as of November 4, 2009; and Ms. Aupperle, believed by us to be the holder of approximately 7.43% of shares of our common stock as of November 4, 2009.

As of February 2004, the 1990 Lease provided for annual rent of approximately $454,000, payable monthly and subject to 5% annual increases effective February 1st of each year.  In addition, we had an obligation to pay real estate taxes and operating costs for the maintenance of the Premises, and, until February 17, 2004, the Premises were subject to 2 mortgages guaranteed by us.

On February 17, 2004, HCW and Ladokk terminated the 1990 Lease and HCW entered into a new lease agreement with Ladokk (the “2004 Lease”).  The 2004 Lease term has a term of 5 years, terminating on February 16, 2009.  The annual rent under the 2004 Lease is $360,000, payable monthly.  We are also obligated to pay real estate taxes and operating costs for the maintenance of the Premises.  Concurrently with the 2004 Lease, Ladokk completed a refinancing of its mortgages, and the new lender did not require us to sign a guarantee.  Accordingly, we no longer guarantee Ladokk’s mortgages.

On October 17, 2006, HCW executed an amendment to the 2004 Lease (the “Lease Amendment”).  The Lease Amendment commenced as of September 1, 2006 and ends on August 31, 2011.  The base rent under the Lease Amendment for the first year of the term was $300,000, payable monthly in the amount of $25,000.  Rent is subject to an annual increase of 3% during the term.  The execution of the Lease Amendment was approved by our Board, following the recommendation of our Audit Committee.

The Lease Amendment provides for the payment of rent arrearages in the aggregate amount of $168,667 (the “Arrearage”), payable monthly in the amount of $5,000, to be tendered with rent until the Arrearage is paid in full.  Subject to the terms and conditions of the 2004 Lease, HCW is obligated to pay for utilities, repairs to the Premises and taxes during the term.

The Lease Amendment provides that HCW has the option to renew the 2004 Lease for an additional 5-year term, upon written notice to Ladokk six to twelve months prior to expiration of said lease.  Rent that is due during the first year of the renewal term shall be equal to the market rate at the end of the 2004 Lease, but not less than the rent paid during the last year of the 2004 Lease, and is subject to increases for the second through fifth years of the renewal term by CPI plus 1% per annum.

On December 17, 1996, the Board approved the issuance of warrants to Ladokk  in consideration of Ladokk's agreement to cancel the preceding three years of our lease and to grant an option to us to extend the lease for three years.  The Stock Option Committee authorized the grant of a warrant to Ladokk to acquire 120,000 shares of our common stock at an exercise price of $1.906, and such warrant was exercisable for a term of ten years.  The market price of the warrant equaled the exercise price at the date of the grant.  The effect of imputing the fair value of the warrants granted was immaterial.  On December 11, 2006 all of the warrants were exercised.

The Company had amounts payable to this related party for unpaid rent of $0 and $48,667 as of September 30, 2009 and 2008, respectively.  Rent expense to related parties totaled approximately $318,270 and $312,045 for the fiscal years ended September 30, 2009 and 2008, respectively.  The Company pays the real estate taxes and it is responsible for normal building maintenance under the Lease Amendment.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Directors

Four (4) directors are to be elected at the meeting to serve until the next annual meeting of stockholders and until their respective successors have been elected and have qualified, or until their earlier resignation, removal or death.  If for some unforeseen reason one or more of the nominees is not available as a candidate for director, the proxies may be voted for such other candidate or candidates as may be nominated by the Board.

The following table sets forth the positions and offices presently held with us by each nominee, his age as of November 4, 2009 and the year in which he became a director.  Proxies not marked to the contrary will be voted in favor of each such nominee's election.  The Board recommends a vote FOR all nominees.

Name	Age	Positions and Offices Held	Year Became Director
Kenneth Plotkin	58	Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer and Director	1994
Bernard Herman	82	Director	1996
Christopher G. Payan	35	Director	2003
Seymour G. Siegel	66	Director	2003

Kenneth Plotkin is one of our co-founders and has served as our Chairman of the Board, Chief Executive Officer and one of our directors since our inception in 1994.  He has been our President and Chief Operating Officer since September 27, 2004 and has also served in such offices from March 14, 2001 until May 1, 2002.  Mr. Plotkin served as our Secretary until June 20, 2001 and Vice-President of Marketing from August 2, 1994 until October 16, 2005.  He holds a BS and an MS in Electrical Engineering from the State University of New York at Stony Brook.

6

Bernard Herman has served as one of our directors since 1996.  From 1979 to 1993, Mr. Herman was Chief Executive Officer of Okidata Corp. of Mount Laurel, New Jersey, a distributor of computer peripheral products.  Since then, he has served as a consultant with reference to computer products.  He is also an Arbitration Neutral for the American Arbitration Association and the National Association of Securities Dealers.

Christopher G. Payan has served as one of our directors since May 16, 2003.  Mr. Payan has served as the Chief Executive Officer of Emerging Vision, Inc. (“EVI”) since June 2004 and a director of EVI since March 2004.  On September 3, 2009, EVI announced that EVI and Mr. Payan had determined not to renew Mr. Payan’s employment agreement when it expires on November 30, 2009.  From October 2001 until June 2004, Mr. Payan served as the Senior Vice President of Finance, Chief Financial Officer, Secretary and Treasurer of EVI.  From April 2002 until June of 2004, Mr. Payan served as Co-Chief Operating Officer of EVI.  Mr. Payan also serves on the Board of Directors of Newtek Business Services, Inc.  From March 1995 through July 2001, Mr. Payan worked for Arthur Andersen LLP, where he provided various audit, accounting, consulting and advisory services to various small and mid-sized private and public companies in various industries.  Mr. Payan is a certified public accountant and holds a Bachelors of Science degree, graduating Cum Laude, with Honors, from C.W. Post – Long Island University.

Seymour G. Siegel has served as one of our directors since May 16, 2003.  He is a Certified Public Accountant and a principal in the Business Consulting Group of Rothstein, Kass & Company, P.C., an accounting and consulting firm.  From 1974 to 1990 he was managing partner and founder of Siegel Rich and Co, P.C., CPAs which merged into Weiser & Co., LLC, where he was a senior partner. He formed Siegel Rich Inc. in 1994, which, in April, 2000, became a division of Rothstein, Kass & Company, P.C.  Mr. Siegel has been a director, trustee and officer of numerous businesses, philanthropic and civic organizations.  He has served as a director and member of the audit committees of Barpoint.com, Oak Hall Capital Fund, Prime Motor Inns Limited Partnership and Noise Cancellation Technologies Inc., all public companies.  He is currently a director and chairman of the audit committee of EVI, Global Aircraft Solutions, Inc. and Gales Industries Inc. He is also a member of the compensation committee of EVI and Global Aircraft Solutions, Inc.

Family Relationship

There is no family relationship among any of our executive officers and directors.

Term of Office

Each director will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his/her earlier resignation, removal or death.  Each executive officer will hold office until the next regular meeting of the Board of Directors following the next annual meeting of stockholders or until his or her successor is elected or appointed and qualified.

Board Committees

Audit Committee

The Audit Committee of the Board of Directors is responsible for (i) recommending independent registered public accountants to the Board, (ii) reviewing our financial statements with management and the independent registered public accountants, (iii) making an appraisal of our audit effort and the effectiveness of our financial policies and practices and (iv) consulting with management and our independent registered public accountants with regard to the adequacy of internal accounting controls.  The members of the Audit Committee currently are Messrs. Herman, Payan and Siegel.  Our Board of Directors has determined that it has an "audit committee financial expert" as defined by Item 407(d)(5) of Regulation S-K as promulgated by the Securities and Exchange Commission.  Our audit committee financial expert is Seymour G. Siegel.  The directors who serve on the Audit Committee are "independent" directors based on the definition of independence in the listing standards of the National Association of Securities Dealers.  Our Board of Directors has adopted a written charter for the Audit Committee which is attached as Appendix A to our Proxy Statement dated January 29, 2008.  The Charter is not currently available on our website.

Nominating Committee

The purpose of the Nominating Committee of the Board of Directors is to assist the Board of Directors in identifying and recruiting qualified individuals to become Board members and select director nominees to be presented for Board and/or stockholder approval.  The members of the Nominating Committee currently are Messrs. Herman, Payan, and Siegel.  The Nominating Committee has a written charter, a copy of which is attached as Appendix C to our Proxy Statement dated January 29, 2008.  The Charter is not currently available on our website.  The Nominating Committee will consider qualified director candidates recommended by stockholders if such recommendations are provided in accordance with the procedures set forth in the section entitled “Stockholder Proposals - Stockholder Nominees” below.  At this time, no additional specific procedures to propose a candidate for consideration by the Nominating Committee, nor any minimum criteria for consideration of a proposed nomination to the Board, have been adopted.

Compensation Committee

The Compensation Committee of the Board of Directors is responsible for providing assistance to the Board of Directors in discharging the Board of Directors' responsibilities relating to management organization, performance, compensation and succession, including considering and authorizing the compensation philosophy for the Company's personnel; making recommendations to the Board of Directors with respect to the Company's employee benefit plans; administering the Company's incentive, deferred compensation and equity based plans; reviewing and approving corporate goals and objectives relevant to chief executive officer and senior management compensation, evaluating chief executive officer and senior management performance in light of those goals and objectives and, either as a committee or together with other independent directors (as directed by the Board of Directors), determining and approving chief executive officer and senior management compensation based on this evaluation; and annually reviewing and approving perquisites for the chief executive officer and senior management.

From January 1 to June 30, 2009, the members of the Compensation Committee were Dr. Nadel and Messrs. Page and Herman.  Dr. Nadel resigned from his position as a director of the Company effective June 30, 2009, such that the members of the Compensation Committee were Messrs. Page and Herman.  Mr. Page passed away on July 6, 2009, such that Mr. Herman was the sole member of the Compensation Committee.  On August 8,2009, Mr. Siegel became a member of the Compensation Committee, such that the members of the Compensation Committee were Messrs. Herman and Siegel.  The members of the Compensation Committee currently are Messrs. Herman and Siegel.  Our Board of Directors has adopted a written charter for the Compensation Committee which is attached as Appendix B to our Proxy Statement dated January 29, 2008.  The Charter is not currently available on our website.

The Compensation Committee may form and delegate authority to subcommittees consisting of one or more members of the Compensation Committee.  Our Chief Executive Officer assists the Compensation Committee from time to time by advising on a variety of compensation matters, such as assisting the Compensation Committee in determining appropriate salaries and bonuses for our executive officers and compensation for our directors.  The Compensation Committee has the authority to retain and terminate advisors to assist in discharging its duties, including the authority to approve such advisors' fees and retention terms.  From time to time during his tenure as a member of the Board of Directors, Robert S. Nadel, DPA, a professional management consultant and executive compensation consultant would provide advice to the Compensation Committee regarding compensation matters with respect to compensation payable to our Chief Executive Officer and other employees.  Dr. Nadel resigned from the Board of Directors effective June 30, 2009.

Audit Committee Report

The Audit Committee has met with management to review and discuss the audited financial statements for the fiscal year ended September 30, 2008.  In addition, the Audit Committee has discussed with its independent registered public accountants the matters required to be discussed pursuant to Statement of Auditing Standards (SAS) No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380) (Communication With Audit Committees).

The Audit Committee has received the written disclosures and the letter from its independent registered public accountants required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) as adopted by the Public Company Accounting Oversight Board.   It has also discussed with its independent registered public accountants the independent registered public accountants’ independence.

On the  basis of these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial  statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008, for filing with the Securities and Exchange Commission.

Members of the Audit Committee

Bernard Herman

Christopher G. Payan

Seymour G. Siegel

The forgoing Audit Committee Report shall not be deemed to be incorporated by reference into any of our previous or future filings with the Securities and Exchange Commission, except as otherwise explicitly specified by us in any such filing.

7

Communication with the Board of Directors

Any stockholder who wishes to communicate with our Board of Directors or a particular director about bona fide issues or questions about the Company should send the correspondence addressed to such directors or director in care of the Chairman of the Audit Committee, Hauppauge Digital Inc., 91 Cabot Court, Hauppauge, New York 11788.  Any such communication so addressed will be forwarded by the Chairman of the Audit Committee to the members or a particular member of the Board of Directors.

Directors' Attendance at Annual Meetings of Stockholders

It is the policy of our Board of Directors to expect that all directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance by the director with the Chairman of the Board.  All members of the Board of Directors who were then directors, with the exception of Neal Page, attended our 2008 Annual Meeting of Stockholders.

Meetings

The Board held 8 meetings during the fiscal year ended September 30, 2009.  The Audit Committee met 4 times during the fiscal year ended September 30, 2009.  The Compensation Committee met 2 times during the fiscal year ended September 30, 2009.  The Nominating Committee met 2 times during the fiscal year ended September 30, 2009.  No Director attended fewer than 75 percent of the aggregate of (i) the total number of meetings held by the Board during the fiscal year ended September 30, 2009 and (ii) the total number of meetings held by all of the committees of the Board on which he served during the fiscal year ended September 30, 2009.

Director Independence

Board of Directors

Our Board of Directors is currently comprised of Messrs. Kenneth Plotkin, Bernard Herman, Christopher G. Payan and Seymour G. Siegel.  Each of Messrs. Herman, Payan and Siegel is currently an “independent director” based on the definition of independence in Rule 4200(a)(15) of the  listing standards of The Nasdaq Stock Market.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), requires that reports of beneficial ownership of capital stock and changes in such ownership be filed with the Securities and Exchange Commission by Section 16 “reporting persons,” including directors, certain officers, holders of more than 10% of the outstanding common stock and certain trusts of which reporting persons are trustees and that copies of such reports be furnished to us.

To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 furnished to us and written representations from such persons that no other reports were required, our officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them during the fiscal year ended September 30, 2009.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

BDO Seidman, LLP (“BDO”) was named as our independent registered public accounting firm effective August 10, 1995 and was selected as our independent registered public accounting firm with respect to the fiscal years ended September 30, 2009 and September 30, 2008, respectively.  We have not yet selected our independent registered public accounting firm for the current fiscal year.  Our Audit Committee will review BDO’s proposal with respect to the audit prior to making a determination regarding the engagement.

Representatives of BDO are expected to be present at the Annual Meeting of Stockholders with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

The following is a summary of the fees billed to us by BDO for professional services rendered for the fiscal years ended September 30, 2009 and September 30, 2008, respectively:

Fee Category		Fiscal 2009 Fees		Fiscal 2008 Fees
Audit Fees (1)	$	177,000	$	170,000
Audit-Related Fees		-		-
Tax Fees  (2)	$	23,000	$	26,000
All Other Fees (3)	$	125,000		-
Total Fees	$	325,000	$	196,000

(1) Audit Fees consist of aggregate fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in quarterly reports or services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings (including Form S-8) or engagements for the fiscal years ended September 30, 2009 and September 30, 2008, respectively.

(2) Tax fees consist of aggregate fees billed for tax compliance and tax preparation for our federal and state tax filings.  These fees are related to the preparation of our federal and state tax returns.

(3) All other fees consist of $106,000  in aggregate fees billed for professional services rendered for the audit of the PCTV division of Avid Technologies, which the Company acquired on December 24, 2008,  $6,000 in aggregate fees billed for professional services rendered pertaining to a comment letter from the Securities and Exchange Commission and $13,000 in aggregate fees billed for professional services rendered for  a vat tax  matter related to our  Ireland branch.

8

The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent registered public accountants  and approves in advance any services to be performed by the independent registered public accountants, whether audit-related or not.  The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the independence of the independent registered public accountants.  All of the fees shown above were pre-approved by the Audit Committee.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at our next annual meeting of stockholders pursuant to the provisions of Rule 14a-8 of the Securities and Exchange Commission, promulgated under the Securities Exchange Act of 1934, as amended, must be received by our Secretary at our principal executive offices by July 12, 2010 for inclusion in our proxy statement and form of proxy relating to such meeting.  We intend, however, to hold our next annual meeting of stockholders earlier in 2010 than in 2009.  Accordingly, we suggest that stockholder proposals intended to be presented at the next annual meeting of stockholders be submitted well in advance of January 14, 2010, the earliest date upon which we anticipate the proxy statement and form of proxy relating to such meeting will be released to stockholders.

The following requirements with respect to stockholder proposals and stockholder nominees to the Board of Directors are included in our Amended and Restated By-Laws.

1.Stockholder Proposals.  For a proposal to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof to our Secretary.  To be timely, such proposals must be received by our Secretary at our principal executive offices on a date which is not less than 60 days nor more than 90 days prior to the date which is one year from the date of the mailing of the proxy statement for the prior year's annual meeting of stockholders.  If during the prior year we did not hold an annual meeting, or if the date of the meeting for which a stockholder intends to submit a proposal has changed more than 30 days from the date of the meeting in the prior year, then such notice must be received a reasonable time before we mail the proxy statement for the current year.  A stockholder's notice must set forth as to each matter the stockholder proposes to bring  before the annual meeting certain information regarding the proposal, including (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at such meeting; (b) the name and address of such stockholder proposing such business; (c) the class and number of our shares which are beneficially owned by such stockholder; and (d) any material interest of such stockholder in such business.  No business proposed by a stockholder shall be conducted at an annual meeting except in accordance with these procedures.  These requirements are separate from and in addition to the requirements a stockholder must meet to have a proposal included in the proxy statement.

2.Stockholder Nominees.  In order for persons nominated to the Board of Directors, other than those persons nominated by or at the direction of the Board of Directors, to be qualified for election to  the Board of Directors, such nomination must be made pursuant to timely notice in writing to our Secretary.  To be timely, a stockholder's notice must be received at our principal executive offices not less than 60 days nor more than 90 days prior to the meeting; provided, however, that, in the event that less than 70 days' notice of the date of the meeting is given to stockholders and public disclosure of the meeting date, pursuant to a press release, is either not made or is made less than 70 days prior to the meeting date, then notice by the stockholder to be timely must be so  received not later than the close of business on the tenth day following the earlier of (a) the day on which such notice of the date of the meeting was mailed to stockholders or (b) the day on which such public disclosure was made.  The stockholder filing the notice of nomination must describe various matters, including such information as (x) the name, age, business and residence addresses, occupation or employment and shares held by the nominee; (y) any other information relating to such nominee required to be disclosed in a proxy statement; and (z) the name,  address and shares held by the stockholder.

Any notice given pursuant to the foregoing requirements must be sent to our Secretary at 91 Cabot Court, Hauppauge, New York 11788.  The foregoing is only a summary of the provisions of our Amended and Restated By-Laws that relate to stockholder proposals and stockholder nominations for director.  Any stockholder desiring a copy of our Amended and Restated By-Laws will be furnished one without charge upon receipt of a written request therefor.

OTHER BUSINESS

While the accompanying Notice of Annual Meeting of Stockholders provides for the transaction of such other business as may properly come before the meeting, we have no knowledge of any matters to be presented at the meeting other than that listed as Proposal 1 in the notice. However, the enclosed proxy gives discretionary authority in the event that any other matters should be presented.

9

ANNUAL REPORT

This proxy statement is accompanied by a copy of our Annual Report for the fiscal year ended September 30, 2008.

COPIES OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, FILED WITH  SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO: HAUPPAUGE DIGITAL INC., 91 CABOT COURT, HAUPPAUGE, NEW YORK 11788, ATTENTION: CORPORATE SECRETARY.

By Order of the Hauppauge Digital Inc.

Board of Directors

Gerald Tucciarone

Secretary

Hauppauge, New York

November 9, 2009

FOLD AND DETACH HERE AND READ THE REVERSE SIDE

PROXY - (Continued from reverse side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED NOMINEES. Please mark your vote like this   x

1. Election of Directors: (Instruction: To withhold authority to vote for any individual nominee, strike such nominee’s name from the list below.)     FOR all nominees listed below (except as marked to the contrary as instructed to the left) G WITHHOLD AUTHORITY to vote for all nominees listed below
G This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder.  If no direction is made, this Proxy will be voted for the election of the four (4) nominees named in Item 1, and in the discretion of the Proxies on any other matter that may properly come before the meeting.

NOMINEES:
KENNETH PLOTKIN	CHRISTOPHER G. PAYAN
BERNARD HERMAN	SEYMOUR G. SIEGEL

2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.   COMPANY ID:   PROXY NUMBER:   ACCOUNT NUMBER:

Signature ___________________ Signature if held jointly  _____________________________ Dated:  _____________

Please sign exactly as name appears hereon.  When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the President or other authorized officer.  If a partnership or limited liability company, please sign in full partnership or limited liability company name by an authorized person.

FOLD AND DETACH HERE AND READ THE REVERSE SIDE

Annual Meeting of Stockholders

Hauppauge Digital Inc.

December 9, 2009

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Kenneth Plotkin and Gerald Tucciarone as Proxy, each with the power to appoint his substitute, and hereby authorizes them and each of them to represent and vote, as designated below, all the shares of common stock of Hauppauge Digital Inc. (the "Company") held of record by the undersigned on November 4, 2009 at the Annual Meeting of Stockholders to be held on December 9, 2009 or any postponement or adjournment thereof.

(Continued and to be dated and signed on reverse side)