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 Rule 14a-11(c) or Rule 14a-12

DSP GROUP, INC.
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(Name of Registrant as Specified in Its Charter)

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

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

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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(3) Filing Party:
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(4) Date Filed:
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DSP GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2000

To the Stockholders of DSP GROUP, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of DSP Group, Inc., a Delaware corporation (the "Company"),
will be held at the Company's principal executive offices located at 3120 Scott
Boulevard, Santa Clara, California, on Tuesday, May 16, 2000, at 9:00 a.m.,
local time, for the following purposes:

1. ELECTION OF DIRECTORS. To elect one Class III director of
the Company to serve until the 2003 Annual Meeting of Stockholders or until his
successor is elected and qualified;

2. SELECTION OF INDEPENDENT AUDITORS. To ratify the
appointment of Kost, Forer & Gabbay, a member of Ernst & Young International, as
the independent auditors for the Company for the year ending December 31, 2000;
and

3. To transact such other business as may properly come before
the Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement which is attached and made a part hereof.

The Board of Directors has fixed the close of business on April 7, 2000
as the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU
ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION
AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU SEND IN YOUR PROXY
CARD AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE YOUR SHARES IN PERSON,
YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES
SET FORTH IN THE PROXY STATEMENT.

By Order of the Board of Directors,

/s/ Eli Ayalon

Eli Ayalon
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Santa Clara, California
April 17, 2000

Mailed to Stockholders
on or about April 17, 2000

DSP GROUP, INC.
3120 SCOTT BOULEVARD
SANTA CLARA, CALIFORNIA 95054

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished to the stockholders of DSP Group,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation by the Board of Directors (the "Board") of the Company of proxies
in the accompanying form for use in voting at the Annual Meeting of Stockholders
of the Company (the "Annual Meeting") to be held on Tuesday, May 16, 2000, at
9:00 a.m., local time, at the Company's principal executive offices located at
3120 Scott Boulevard, Santa Clara, California, and any adjournment or
postponement thereof. The shares represented by the proxies received, properly
marked, dated, executed and not revoked will be voted at the Annual Meeting.

SOLICITATION AND VOTING PROCEDURES

The solicitation of proxies will be conducted by mail and the Company
will bear all attendant costs. These costs will include the expense of preparing
and mailing proxy materials for the Annual Meeting and reimbursements paid to
brokerage firms and others for their expenses incurred in forwarding
solicitation material regarding the Annual Meeting to beneficial owners of the
Company's Common Stock. The Company may conduct further solicitation personally,
telephonically or by facsimile through its officers, directors and regular
employees, none of whom will receive additional compensation for assisting with
the solicitation.

The close of business on April 7, 2000 has been fixed as the record
date (the "Record Date") for determining the holders of shares of Common Stock
of the Company entitled to notice of and to vote at the Annual Meeting. As of
the close of business on the Record Date, the Company had 26,450,193 shares of
Common Stock outstanding and entitled to vote at the Annual Meeting. The
presence at the Annual Meeting of a majority, or 13,225,098 of these shares of
Common Stock of the Company, either in person or by proxy, will constitute a
quorum for the transaction of business at the Annual Meeting. An automated
system administered by the Company's transfer agent will tabulate votes cast by
proxy and an employee of the transfer agent will tabulate votes cast in person
at the Annual Meeting. Each outstanding share of Common Stock on the Record Date
is entitled to one vote on all matters.

Abstentions are included in determining the number of shares voted on
the proposals submitted to stockholders (other than the election of directors)
and will have the same effect as a "no" vote on such proposals. However, broker
non-votes are not counted. Directors are elected by a plurality of the votes of
the shares of Common Stock represented and voted at the meeting, and abstentions
and broker non-votes will have no effect on the outcome of the election of
directors. The affirmative vote of a majority of the shares of Common Stock
represented at the meeting in person or by proxy is required for the
ratification of the appointment of auditors.

THE PROXY

The persons named as proxyholders, Eli Ayalon and Moshe Zelnik, were
selected by the Board of Directors of the Company and currently serve as
executive officers of the Company.

All shares represented by each properly executed, unrevoked proxy
received in time for the Annual Meeting will be voted in the manner specified
therein. If no specification is made on the proxy as to any one or more of the
proposals, the Common Stock of the Company represented by the proxy will be
voted as to the proposal for which no specification is given as follows: FOR the
election of the director nominee named in this Proxy Statement, FOR the
ratification of the selection of Kost, Forer & Gabbay, a member of Ernst & Young
International, as the Company's independent auditors for the 2000 fiscal year
and, with respect to any other matters

that may come before the Annual Meeting, at the discretion of the proxyholders.
The Company does not presently know of any other such business to be conducted
at the Annual Meeting.

REVOCABILITY OF PROXY

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is exercised by: (i) delivering to the
Company (to the attention of Moshe Zelnik, the Company's Secretary) a written
notice of revocation or a duly executed proxy bearing a later date or (ii)
attending the Annual Meeting and voting in person.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company's Bylaws authorize the number of directors to be not less
than five nor more than nine. The number of directors on the Board is currently
fixed at six. The Company's Board of Directors is divided into three classes:
Class I, Class II and Class III. Each director serves a three-year term. The
Board is currently composed of three Class I directors (Messrs. Ayalon, Limon
and Silver), whose terms will expire upon the election and qualification of
directors at the annual meeting of stockholders to be held in 2001; two Class II
directors (Messrs. Shamir and Shani), whose terms will expire upon the election
and qualification of directors at the annual meeting of stockholders to be held
in 2002; and one Class III director (Mr. Tanguy), whose term will expire at the
Annual Meeting. At each annual meeting of stockholders, directors will be
elected for full terms of three years to succeed those directors whose terms are
expiring.

In July 1999, the Board accepted the resignation of Mr. Samuel Kaplan
as a director and concurrently amended the Company's Bylaws to fix the number of
directors serving on the Board at five. In November 1999, the Board appointed
Messrs. Silver and Tanguy to the Board and concurrently amended the Company's
Bylaws to fix the number of directors serving on the Board at seven. In January
2000, Mr. Igal Kohavi resigned as Chairman of the Board. The Board subsequently
amended the Company's Bylaws to reduce the number of directors to six.

At the Annual Meeting, the stockholders will elect one Class III
director. Mr. Tanguy has been nominated to serve a three-year term until the
annual meeting of stockholders to be held in 2003 or until his successor is
elected or appointed and qualified or until his earlier resignation or removal.
The Board has no reason to believe that Mr. Tanguy will be unable or unwilling
to serve as a nominee or as a director if elected.

PATRICK TANGUY has served as a director of the Company since November
1999. From October 1999, Mr. Tanguy has served as Chairman of the Board of
Technal Group, an aluminum building systems company. From May 1998 to September
1999, Mr. Tanguy served as a director of Hays DX France, an express transport
services company. From August 1993 to April 1998, he served as the Chairman of
Groupe DAFSA, a supplier of economic data and financial information on French
companies.

REQUIRED VOTE

The nominee will be elected by a plurality of the votes cast.
Abstentions and broker non-votes are not counted toward the nominee's total.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEE NAMED ABOVE.

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to the
executive officers and directors of the Company:

NAME AGE POSITION
---- --- --------

Eli Ayalon 57 Chairman of the Board and Chief Executive Officer
Boaz Edan 41 Vice President, Products Division Manager
Rafi Fried 37 Vice President, Research and Development
Ross Hayden 55 Vice President, Sales
Gideon Wertheizer 43 Executive Vice President
Moshe Zelnik 45 Vice President of Finance,
Chief Financial Officer and Secretary
Zvi Limon (1) (2) 41 Director
Yair Shamir (1)(2) 54 Director
Shaul Shani (1)(2) 45 Director
Louis Silver 46 Director
Patrick Tanguy 40 Director

- --------------------------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee

ELI AYALON joined the Company in April 1996 as President, Chief
Executive Officer and Director. In January 2000, Mr. Ayalon was appointed to
serve as the Company's Chairman of the Board. From May 1992 to April 1996, Mr.
Ayalon served as President and Chief Executive Officer of Mennen Medical Ltd.
("Mennen"), a developer and manufacturer of medical instruments and apparatus.
Mr. Ayalon also serves as a director of Optibase, Inc., a broadband digital
video streaming solutions company.

BOAZ EDAN joined the Company in May 1999 as Vice President, Operations
and presently serves as Vice President, Products Division Manager. Mr. Edan
previously served as Material Director of Tower Semiconductor Ltd., a foundry
manufacturer of semiconductor integrated circuits, from January 1992 to April
1999.

RAFI FRIED joined the Company in November 1997 as Head of VLSI Design
Center. Mr. Fried has held different positions at the Company and most recently
was appointed Vice President, Research and Development in May 1999. Prior to
joining the Company, from May 1995 to October 1997, Mr. Fried served as a
professor at Ecole Polytechnique Federale de Lausanne, a Swiss federal
university company.

ROSS HAYDEN joined the Company in October 1998 as Vice President, U.S.
Operations. Mr. Hayden was appointed Vice President, Sales in April 1999. Mr.
Hayden served as Vice President of Sales at Information Storage Devices, which
designs, develops and markets integrated circuits, from February 1997 to
December 1998 and as Director of Sales at the same company from December 1993 to
February 1997.

GIDEON WERTHEIZER joined the Company in September 1990 as Project
Manager of the Company's VLSI Design Center and became Vice President of the
VLSI Design Center in August 1995. In November 1997, Mr. Wertheizer was
appointed Vice President, Marketing of the Company.

MOSHE ZELNIK joined the Company in May 1999 as Vice President of
Finance, Chief Financial Officer and Secretary. From May 1994 to April 1999, Mr.
Zelnik served as Senior Vice President and Chief Financial Officer of Mennen.

ZVI LIMON has served as a Director of the Company since February 1999.
Mr. Limon has served as Chairman of Limon Holdings Ltd., a consulting and
investment advisory firm since October 1993. He presently serves as a director
of Eltek Ltd., a developer and manufacturer of PC boards.

YAIR SHAMIR has served as a Director of the Company since October 1996.
He has served as President and Chief Executive Officer of VCON
Telecommunications, Ltd., a developer and marketer of video conferencing
systems, since February 1997. From July 1995 to February 1997, Mr. Shamir served
as the Executive Vice President of The Challenge Fund-Etgar L.P., a venture
capital firm. From January 1994 to July 1995, he served as Chief Executive
Officer for Elite Industries, Ltd., a food products company. Mr. Shamir
currently serves as a director of Mercury Interactive, a provider of performance
management solutions, Orckit Communications, Limited, a developer and
manufacturer of local loop communications systems and VCon Telecommunications,
Ltd., a developer and manufacturer of desktop and group videoconferencing
systems.

SHAUL SHANI has served as a Director of the Company since February
1999. Mr. Shani has served since 1996 as Managing Director of Limon Holdings,
Ltd., a consulting and investment advisory firm. He also has served as Chairman
and Director of Global Village Telecom N.V., a private company engaged in
providing satellite based telephony services, since 1998. From 1995 to 1996, Mr.
Shani served as a director of Sapiens International Corporation NV ("Sapiens
International"), a provider of enterprise-wide solutions for software
applications.

LOUIS SILVER has served as a director of the Company since November
1999. From September 1996, Mr. Silver has served as Advisor and Counsel to the
Discount Bank & Trust Co., an international bank. From April 1992 to December
1995, Mr. Silver served as Vice President, Secretary and General Counsel of
Sapiens International.

RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

There are no family relationships among any of the directors or
executive officers of the Company.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 1999, the Board met nine times. No director attended fewer than
75% of the aggregate of either (i) the total number of Board meetings held
during the period for which he was a Director or (ii) the total number of
committee meetings of the Board on which he served held during the period for
which he was a director. The committees of the Board currently include: the
Compensation Committee, the Audit Committee and the 1991 Employee Stock Option
Committee.

The Compensation Committee held one meeting in 1999. The Compensation
Committee consists of Messrs. Limon, Shamir and Shani. Its functions are to
establish and apply the Company's compensation policies with respect to the
Company's executive officers.

The Audit Committee held four meetings in 1999. The Audit Committee
currently consists of Messrs. Limon, Shamir and Shani. The Audit Committee
recommends the engagement of the Company's independent auditors. In addition,
the Audit Committee is primarily responsible for approving the services
performed by the Company's independent auditors and for reviewing and evaluating
the Company's accounting principles and its system of internal accounting
controls.

The 1991 Employee Stock Option Committee held 16 meetings in 1999. The
1991 Employee Stock Option Committee currently consists of Messrs. Ayalon and
Limon. This committee serves as the administrator of the Company's various stock
option plans and grants stock options pursuant to these stock option plans and
then reports on such grants to the Board.

COMPENSATION OF DIRECTORS

Directors who are employees of the Company do not receive any
additional compensation for their services as Directors. Directors who are not
employees of the Company receive an annual retainer of $20,000, payable in
quarterly installments of $5,000 each. The retainer contemplates attendance at
four Board meetings per year. Additional Board meetings of a face-to-face nature
are compensated at the rate of $500 per meeting. In addition, committee meetings
of a face-to-face nature and on a telephonic basis are compensated at the rate
of $500 per

meeting. All directors are reimbursed for expenses incurred in connection with
attending Board and committee meetings.

Each outside director of the Company is also entitled to participate in
the 1993 Director Option Plan (the "Director Option Plan"). The Director Option
Plan provides for the grant of non-statutory options to non-employee Directors
of the Company. The Director Option Plan is designed to work automatically;
however, to the extent administration is necessary, it will be provided by the
Board of Directors. The Director Option Plan provides that each eligible
director is granted an option to purchase 15,000 shares of Common Stock under
the Director Option Plan on the date on which he or she first becomes a Director
of the Company. In addition, on the same date, each new director is granted an
option to purchase 10,000 shares of Common Stock under the 1991 Employee and
Consultant Stock Plan (the "1991 Stock Plan"). Thereafter, each outside director
is granted an option to purchase 5,000 additional shares of Common Stock (a
"Subsequent Option") on January 1 of each year if, on such date, he or she shall
have served on the Company's Board of Directors for at least six months. In
addition, an option to purchase 5,000 shares of Common Stock (a "Committee
Option") is granted on January 1 of each year to each outside director for each
committee of the Board on which he or she shall have served as a chairperson for
at least six months.

The number of options and the exercise prices stated below each have
been restated to give effect retroactively to a stock dividend, which effected a
two-for-one stock split of the Company's Common Stock in March 2000.

On January 4, 1999, Mr. Shamir was granted Subsequent Options to
purchase up to 10,000 shares of the Company's Common Stock, at an exercise price
of $10.1875 per share, under the Director Option Plan.

On February 5, 1999, the date on which they were appointed as directors
of the Company, each of Messrs. Limon and Shani were granted an option to
purchase up to 30,000 shares of the Company's Common Stock, at an exercise price
of $6.8125 per share under the Director Option Plan. On the same date, each of
Messrs. Limon and Shani also were granted an option to purchase up to 20,000
shares of the Company's Common Stock, at an exercise price of $6.8125 per share,
under the 1991 Stock Plan.

On April 21, 1999, Mr. Ayalon was granted options to purchase up to
450,000 shares of the Company's Common Stock, at an exercise price of $9.2188
per share, under the 1991 Stock Plan.

On November 11, 1999, the date on which they were appointed as
directors of the Company, each of Messrs. Silver and Tanguy were granted an
option to purchase up to 30,000 shares of the Company's Common Stock, at an
exercise price of $30.875 per share, under the Director Option Plan. On the same
date, each of Messrs. Silver and Tanguy also were granted an option to purchase
up to 20,000 shares of the Company's Common Stock, at an exercise price of
$28.8125 per share, under the 1991 Plan.

On November 25, 1999, Mr. Ayalon was granted options to purchase up to
300,000 shares of the Company's Common Stock, at an exercise price of $33.4375
per share, under the 1991 Plan.

On January 3, 2000, each of Messrs. Limon, Shamir and Shani were
granted Subsequent Options to purchase up to 10,000 shares of the Company's
Common Stock, at an exercise price of $48.3125 per share, under the Director
Option Plan.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
persons who own more than 10% of the Company's Common Stock (collectively,
"Reporting Persons") to file reports of ownership and changes in ownership of
the Company's Common Stock with the Securities and Exchange Commission and the
Nasdaq Stock Market, Inc. Copies of these reports are also required to be
delivered to the Company.

Except as set forth below, the Company believes, based solely on its
review of the copies of such reports received or written representations from
certain Reporting Persons, that during the fiscal year ended December 31, 1999,
all Reporting Persons complied with all applicable filing requirements, except
for the following: each of Messrs. Silver and Tanguy inadvertently failed to
file a Form 3 in a timely manner upon becoming a director of the Company.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of April
7, 2000, by (i) each stockholder known to the Company to own beneficially more
than 5% of the Company's Common Stock; (ii) each of the Company's directors;
(iii) the Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company (including one former executive
officer) (collectively, the "Named Executive Officers") determined for the
fiscal year ended December 31, 1999; and (iv) all directors and executive
officers of the Company as a group:

NAME OF SHARES APPROXIMATE PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED (1) BENEFICIALLY OWNED (2)
- ---------------- ---------------------- ----------------------

Magnum Technology, Ltd.
c/o Rothschild Corporate Fiduciary Services, Ltd.
P.O. Box 472
St. Peter's House, Le Bordage
St. Peter Port, Guernsey
Channel Islands GY1 6AX (3)............... 3,935,000 14.9%

Pilgrim Baxter & Associates
825 Duportail Road
Wayne, Pennsylvania 19087 (4)............ 1,646,400 6.2%

Zvi Limon ................................ __ *
Yair Shamir .............................. __ *
Shaul Shani .............................. __ *
Louis Silver (5).......................... 2,000 *
Patrick Tanguy ............................ __ *
Eli Ayalon (6)............................ 187,500 1.0%
Boaz Edan (7)............................. 17,500 *
Rafi Fried (8)............................ 12,574 *
Ross Hayden (9) .......................... 16,079 *
Gideon Wertheizer (10).................... 25,225 *
Igal Kohavi ............................... __ *

All directors and executive officers
as a group (11 persons) (11).............. 280,878 1.1%

- ------------------------------------

* Less than 1%

(1) To the Company's knowledge, except as set forth in the footnotes to this
table, and subject to applicable community property laws, each person
named in this table has sole voting and investment power with respect to
the shares set forth opposite such person's name.

(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of the Company's
Common Stock, subject to options currently exercisable or exercisable on
or before June 6, 2000, are deemed outstanding for computing the
percentage of the person holding such options, but are not deemed
outstanding for computing the percentage of any other person. Percentages
are based on 26,450,193 shares of the Company's Common Stock outstanding
as of April 7, 2000.

(3) Magnum Technology, Ltd. ("Magnum") filed a Form 4 for February 2000,
dated March 3, 2000, with the Securities and Exchange Commission on
behalf of itself. Magnum reported beneficial ownership of 3,935,000
shares. Magnum's total

share amount has been restated to give effect retroactively to a stock
dividend, which was effected by a two-for-one stock split of the
Company's Common Stock in March 2000.

(4) Pilgrim Baxter & Associates ("Pilgrim Baxter") filed Amendment No. 2 to a
Schedule 13G, dated January 7, 2000, with the Securities and Exchange
Commission on behalf of itself. Pilgrim Baxter reported sole voting power
over 1,108,600 shares and sole dispositive power over 1,646,400 shares.
Pilgrim Baxter's total share amount has been restated to give effect
retroactively to a stock dividend, which was effected by a two-for-one
stock split of the Company's Common Stock in March 2000.

(5) Includes 2,000 shares of the Company's Common Stock held by the Theodore
J. Silver Trust of which Mr. Silver disclaims beneficial ownership.

(6) Includes 187,500 shares of the Company's Common Stock subject to options
that are currently exercisable or will become exercisable on or before
June 6, 2000.

(7) Includes 17,500 shares of the Company's Common Stock subject to options
that are currently exercisable or will become exercisable on or before
June 6, 2000.

(8) Includes 12,501 shares of the Company's Common Stock subject to options
that are currently exercisable or will become exercisable on or before
June 6, 2000.

(9) Includes 15,875 shares of the Company's Common Stock subject to options
that are currently exercisable or will become exercisable on or before
June 6, 2000.

(10) Includes 25,225 shares of the Company's Common Stock subject to options
that are currently exercisable or will become exercisable on or before
June 6, 2000.

(11) See footnotes (5) through (10). Includes 278,601 shares of the Company's
Common Stock subject to options that are currently exercisable or will
become exercisable on or before June 6, 2000.

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Kost, Forer & Gabbay, a member of Ernst & Young International, has been
appointed by the Board to be the Company's independent auditors for the
Company's fiscal year ending December 31, 2000. In the event that ratification
of this selection of independent auditors is not approved by a majority of the
shares of Common Stock voting at the Annual Meeting in person or by proxy,
management will review its future selection of independent auditors.

A representative of Ernst & Young International is expected to be
present at the Annual Meeting. The representative will have an opportunity to
make a statement and will be able to respond to appropriate questions.

REQUIRED VOTE

The ratification of the appointment of Kost, Forer & Gabbay requires
the affirmative vote of the holders of a majority of shares of Common Stock
present or represented and entitled to vote at the Annual Meeting. Abstentions
will have the same effect as a "no" vote on this proposal and broker non-votes
will not be treated as entitled to vote on this matter at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF KOST, FORER & GABBAY.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY COMPENSATION TABLE

The following table sets forth all compensation earned by the Company's
Chief Executive Officer and the Named Executive Officers of the Company for the
years ended December 31, 1999, 1998 and 1997:

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ----------------------
------------------- SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY (1) BONUS (2) UNDERLYING OPTIONS (3)
- --------------------------- ---- ---------- --------- ----------------------

Eli Ayalon 1999 $341,298 $300,000 750,000
Chairman of the Board and Chief Executive 1998 294,952 240,000 300,000
Officer 1997 283,747 212,500 300,000

Boaz Edan 1999 91,232(4) 45,000 110,000
Vice President, Products Division Manager 1998 -- -- --
1997 -- -- --

Rafi Fried 1999 146,638 40,000 20,000
Vice President, Research and Development 1998 182,677 40,000 180,000
1997 15,942(5) -- 40,000

Ross Hayden 1999 165,294(6) -- 85,000
Vice President, Sales 1998 -- -- --
1997 -- -- --

Gideon Wertheizer 1999 176,744 65,000 100,000
Executive Vice President 1998 172,122 50,000 40,000
1997 146,362 45,000 30,000

Igal Kohavi (7) 1999 346,590 200,000 450,000
Former Chairman of the Board 1998 294,630 240,000 300,000
1997 280,620 212,500 300,000

- --------------------------

(1) The salaries of officers located in Israel include social benefit payments
and car allowances.

(2) The Company's executive officers are eligible for annual cash bonuses. Such
bonuses are generally based upon achievement of corporate performance
objectives determined by the Company's Compensation Committee. Bonuses are
awarded by the Compensation Committee based upon individual, as well as
corporate, performance. The Company pays bonuses in the year following that
in which the bonuses were earned.

(3) The number of options have been restated to give effect retroactively to a
stock dividend, which effected a two-for-one stock split of the Company's
Common Stock in March 2000.

(4) Represents Mr. Edan's salary from his joining the Company as an executive
officer in May 1999.

(5) Represents Mr. Fried's salary from his joining the Company in November
1997.

(6) Represents Mr. Hayden's salary from his joining the Company in January
1999. Includes $40,294 of commissions earned by Mr. Hayden in 1999.

(7) Mr. Kohavi resigned as the Company's Chairman of the Board in January 2000.

OPTION GRANTS

The following table sets forth certain information with respect to
stock options granted during 1999 to each of the Named Executive Officers. In
accordance with the rules of the Securities and Exchange Commission, also shown
below is the potential realizable value over the term of the option (the period
from the grant date to the expiration date) based on assumed rates of stock
appreciation of 5% and 10%, compounded annually. These amounts are based on
certain assumed rates of appreciation and do not represent the Company's
estimate of future stock price. Actual gains, if any, on stock option exercises
will be dependent on the future performance of the Company's Common Stock.

OPTION GRANTS IN 1999
INDIVIDUAL GRANTS (1)

NUMBER OF % OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS VALUE AT ASSUMED ANNUAL RATES
UNDERLYING GRANTED TO OF STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES EXERCISE EXPIRATION FOR OPTION TERM
NAME GRANTED IN 1999 PRICE DATE 5% 10%
---- ---------- --------- -------- ---------- ------------------------------

Eli Ayalon 450,000(2)(3) 13.43% $9.2188 04/21/06 $1,688,840 $3,935,715
300,000(2)(3) 8.96% $33.4375 11/24/06 $4,081,839 $9,511,715

Boaz Edan 70,000(4)(5) 2.09% $8.875 05/03/06 $252,911 $589,391
20,000(2)(5) 0.60% $19.00 10/01/06 $154,698 $360,513
20,000(2)(5) 0.60% $33.4375 11/24/06 $272,123 634,114

Rafi Fried 10,000(4)(5) 0.30% $9.4375 04/22/06 $38,420 $89,535
10,000(2)(5) 0.30% $33.4375 11/24/06 $136,061 $317,057

Ross Hayden 70,000(4)(5) 2.09% $6.8125 02/17/06 $194,136 $452,419
15,000(2)(5) 0.45% $33.4375 11/24/06 $204,092 $475,586

Gideon Wertheizer 60,000(2)(5) 1.79% $9.2188 04/21/06 $255,179 $524,762
40,000(2)(5) 1.19% $33.4375 11/24/06 $544,245 $1,268,229

Igal Kohavi 450,000(2)(3) 13.43% $9.2188 04/21/06 $1,688,840 $3,935,715

- ---------------

(1) The number of options and the exercise price have been restated to give
effect retroactively to a stock dividend, which effected two-for-one
stock split of the Company's Common Stock in March 2000.

(2) These options were granted under the Company's 1991 Employee and
Consultant Stock Option Plan.

(3) These options vest as to 25% on the date of the grant and 25% each
year thereafter.

(4) These options were granted under the Company's 1998 Non-Officer Employee
Stock Option Plan.

(5) These options vest as to 25% one year from the date of the grant and
25% each year thereafter.

OPTION EXERCISES AND OPTION VALUES

The following table sets forth information concerning option exercises
during 1999 and the aggregate value of unexercised options as of December 31,
1999 held by each of the Named Executive Officers.

AGGREGATED OPTION EXERCISES IN 1999
AND OPTION VALUES AT DECEMBER 31, 1999 (1)

NUMBER OF SECURITIES VALUE OF UNEXERCISED
AGGREGATE OPTION UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
EXERCISES IN 1999 OPTIONS AT DECEMBER 31, 1999 DECEMBER 31, 1999 (2)
------------------------- ----------------------------- ---------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED (3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------ ----------- ------------- ----------- -------------

Eli Ayalon 572,500 $6,946,954 75,000 787,500 $979,688 $23,602,710
Boaz Edan -- -- -- 110,000 -- $3,445,000
Rafi Fried 40,624 $407,232 2,501 96,875 $84,568 $3,309,336
Ross Hayden -- -- -- 85,000 -- $2,974,063
Gideon Wertheizer 42,214 $496,360 5,114 142,836 $190,058 $4,334,945
Igal Kohavi 747,500 $9,132,014 -- 562,500 -- $20,663,647

- --------------------------

(2) Calculated on the basis of the closing price of the Company's Common
Stock as reported on the Nasdaq National Market on December 31, 1999 of
$46.50 per share, minus the exercise price.

(3) Calculated on the basis of the broker's reported sale price of the
Company's Common Stock subject to the option, minus the exercise price.

EMPLOYMENT AGREEMENTS

The following Named Executive Officers have written employment
agreements with the Company: Messrs. Ayalon and Edan.

In April 1996, Mr. Ayalon entered into an employment agreement with DSP
Semiconductors, Ltd., the Company's wholly owned subsidiary in Israel ("DSP
Semiconductors"), pursuant to which Mr. Ayalon was to serve as the President and
Chief Executive Officer of the Company. The term of the agreement is indefinite.
The agreement originally provided for a fixed monthly salary of NIS 47,000
(approximately U.S. $15,000), which shall be adjusted monthly to the Consumer
Price Index of Israel. In June 1997, the Board of Directors increased Mr.
Ayalon's monthly salary to NIS 69,295 (approximately U.S. $20,420). Mr. Ayalon
also is entitled to an annual bonus, the amount of which is determined at the
sole discretion of the Board of Directors. The agreement may be terminated by
the Company or Mr. Ayalon, without cause (as defined in the agreement), upon six
months advance written notice. Mr. Ayalon's employment agreement was amended in
November 1997 to provide for the following: (i) Mr. Ayalon's base compensation
shall be fixed at the commencement of each year, but shall not be subject to
reduction during the term of the agreement; (ii) if Mr. Ayalon terminates the
agreement without good reason or if the Company terminates the agreement for
cause, then no further payments shall be made to Mr. Ayalon pursuant to the
agreement and he shall be subject to a one-year prohibition against competition
in addition to the customary prohibitions against disclosure of trade secrets;
(iii) upon a change of control of the Company or if the agreement is terminated
by Mr. Ayalon for good reason or by the Company without cause, then all rights
of Mr. Ayalon under the agreement would continue for two years and all options
held by Mr. Ayalon would accelerate and immediately vest and be exercisable in
whole or in part at any time during the remaining two-year term of the
agreement; and (iv) in the event of death or permanent disability of Mr. Ayalon,
all options shall accelerate and immediately vest. The Board of Directors
amended Mr. Ayalon's agreement in November 1999 and January 2000 to provide that
if

Mr. Ayalon terminates the agreement without good reason, or if the Company
terminates Mr. Ayalon without cause, then within twelve months of January 24,
2000, all options held by Mr. Ayalon shall be fully vested and immediately
exercisable. Additionally, the Board approved that commencing twelve months
after January 24, 2000, all options held by Mr. Ayalon will accelerate and
immediately vest after six months following the notice date of termination and
be exercisable in whole or in part at any time from vesting of the options for a
period of two years.

In May 1999, Mr. Edan entered into an employment agreement with DSP
Group, Ltd., a wholly owned subsidiary of the Company, pursuant to which Mr.
Edan is to serve as Vice President Operations of the Company. The term of the
agreement is indefinite. The agreement provided for a fixed monthly salary of
NIS 35,000 (approximately U.S. $102,300). Mr. Edan also is entitled to an annual
bonus, the amount of which is determined at the sole discretion of the Company.
The agreement shall be terminated by either the Company or Mr. Edan by prior
written notice to the other party of ninety (90) days. However, the Company has
the right not to make use of the period of prior notice to immediately terminate
Mr. Edan's employment. In such a case, Mr. Edan shall be paid the amount due him
under the prior notice period at the rate of his then salary for such period.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Company during 1999 consisted of
Messrs. Limon, Shamir and Shani; Mr. Shamir served as its Chairman. No member of
this committee is a present or former officer or employee of the Company or any
of its subsidiaries. No executive officer of the Company served on the board of
directors or compensation committee of any entity which has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE
EXCHANGE ACT THAT MIGHT INCORPORATE THIS PROXY STATEMENT OR FUTURE FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION, IN WHOLE OR IN PART, THE FOLLOWING
REPORT AND THE STOCK PERFORMANCE GRAPH THAT FOLLOWS SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.

The Compensation Committee of the Company's Board of Directors, which
is comprised solely of independent, non-employee Board members, has the
authority and responsibility to establish the overall compensation strategy for
the Company, including salary and bonus levels, administer the Company's
incentive compensation and benefit plans, 401(k) plans, and stock option and
purchase plans, and review and make recommendations to the Board with respect to
the Company's executive compensation. Messrs. Limon, Shamir and Shani are the
current members of the Compensation Committee.

COMPENSATION POLICY. The Company's compensation policy, as established
by the Compensation Committee, states that the executive officers' total annual
cash compensation should vary with the performance of the Company and that
long-term incentives awarded to such officers should be aligned with the
interest of the Company's stockholders. The Company has designed its executive
compensation program to attract and retain executive officers who will
contribute to the Company's long-term success, to reward executive officers who
contribute to the Company's financial performance and to link executive officer
compensation and stockholder interests through the grant of stock options under
the 1991 Employee and Consultant Stock Plan (the "1991 Stock Plan").

Compensation of the Company's executive officers consists of three
principal components: salary, bonus and long-term incentive compensation
consisting of stock option grants.

SALARY. The base salaries of the Company's executive officers are
reviewed annually and are set by the Compensation Committee. When setting base
salary levels, in a manner consistent with the Compensation Committee's policy
outlined above, the Committee considers competitive market conditions for
executive compensation, the Company's performance and the performance of the
individual executive officer.

BONUS. For the fiscal year ended December 31, 1999, the Compensation
Committee evaluated the performance of, and set the bonuses payable to, the
Chief Executive Officer and the other executive officers of the Company. The
performance factors utilized by the Compensation Committee in determining
whether bonuses

should be awarded to the Company's executive officers included the following:
(1) increased sales of the Company's products and increased profitability of the
Company during fiscal 1999; (2) the officer's overall individual performance in
his position and his relative contribution to the Company's performance during
the year; and (3) the desire of the Board of Directors to retain the executive
officer in the face of considerable competition for executive talent within the
industry. The Board of Directors or the Compensation Committee in the future may
modify the foregoing criteria or select other performance factors with respect
to bonuses paid to executive officers for any given fiscal year.

LONG-TERM INCENTIVE COMPENSATION. The Company believes that stock
option grants (1) align executive officer interests with stockholder interests
by creating a direct link between compensation and stockholder return, (2) give
executive officers a significant, long-term interest in the Company's success,
and (3) help retain key executive officers in a competitive market for executive
talent.

The 1991 Stock Plan authorizes the Board, or a committee thereof, to
grant stock options to employees and consultants of the Company, including the
executive officers. Stock option grants are made from time to time to executive
officers whose contributions have or will have a significant impact on the
Company's long-term performance. The Company's determination of whether stock
option grants are appropriate is based upon individual performance measures
established for each individual on an annual basis. Options are not necessarily
granted to each executive officer during each year. Generally, options granted
to executive officers vest as to 25% of the grant on the first anniversary of
the date of grant with the remaining options vesting quarterly over the next
three years and expire seven years from the date of grant. Details on stock
options granted to certain executive officers in 1998 are provided in the table
entitled "Option Grants in 1999."

COMPENSATION OF CHIEF EXECUTIVE OFFICER. The Board of Directors
considered the following factors in evaluating the performance of, and setting
the bonus compensation for, Mr. Ayalon, the Company's Chairman of the Board and
Chief Executive Officer: the increase in the net income of the Company from the
prior year, the Company's stock price and the time and effort that Mr. Ayalon
individually applied in connection with the execution of his duties. The
Compensation Committee believes that the salary, bonus and long-term incentive
compensation paid to Mr. Ayalon for the fiscal year ended December 31, 1999 were
appropriate based on the above criteria.

COMPENSATION POLICY REGARDING DEDUCTIBILITY. Section 162(m) of the
Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to
publicly held companies for compensation exceeding $1 million paid to certain of
the corporation's executive officers. The limitation applies only to
compensation which is not considered to be performance-based. The
non-performance based compensation to be paid to the Company's executive
officers in 1998 did not exceed the $1 million limit per officer. The 1991 Stock
Plan is structured so that any compensation deemed paid to an executive officer
in connection with the exercise of option grants made under such plan will
qualify as performance-based compensation which will not be subject to the $1
million limitation. The Compensation Committee currently intends to limit the
dollar amount of all other compensation payable to the Company's executive
officers to no more than $1 million. The Compensation Committee is aware of the
limitations imposed by Section 162(m), and the exemptions available therefrom,
and will address the issue of deductibility when and if circumstances warrant,
and may use such exemptions in addition to the exemption contemplated under the
1991 Stock Plan.

Submitted by the Compensation Committee:

Zvi Limon
Yair Shamir
Shaul Shani

STOCK PERFORMANCE GRAPH

The graph below compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total return on the Standard & Poor's
500 Index and Standard & Poor's Technology Sector Index. The period shown
commences on December 31, 1994 and ends on December 31, 1999, the end of the
Company's last fiscal year. The graph assumes an investment of $100 on December
31, 1994, and the reinvestment of any dividends.

The comparisons in the graph below are based upon historical data and
are not indicative of, nor intended to forecast, future performance of the
Company's Common Stock.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG DSP GROUP, INC., THE S&P 500 INDEX
AND THE S&P TECHNOLOGY SECTOR INDEX

[PERFORMANCE GRAPH]

CUMULATIVE TOTAL RETURN
-------------------------------------------------------------

12/94 12/95 12/96 12/97 12/98 12/99
DSP GROUP, INC. 100 59 44 103 107 477
S & P 500 100 138 169 226 290 351
S & P TECHNOLOGY SECTOR 100 144 204 258 446 781

* $100 INVESTED ON 12/31/94 IN STOCK OR INDEX--INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

OTHER TRANSACTIONS

On February 2, 1999, the Company entered into a stock purchase
agreement with Magnum Technology, Ltd., an international investment fund
("Magnum"), in which the Company issued and sold 4,600,000 new shares of the
Company's Common Stock to Magnum. Based in part on Magnum's representations, the
transaction was exempt from the registration requirements of the Securities Act
of 1933 according to Section 4(2) of the Securities Act. These shares, which
represented 19.6% of the Company's outstanding Common Stock at the time of the
transaction, were issued for a price of $7.50 per share, or an aggregate of
$34.5 million in total net proceeds to the Company. As part of the agreement,
Magnum may acquire additional shares of the Company in the open market, but may
not bring its total holdings to more than 35% of the Company's outstanding
shares of Common Stock. Magnum has agreed to restrict its sales of the shares
until August 2000 under Rule 144(e)(i) of the Securities Act of 1933. In
connection with the closing of the transaction, the Company appointed Messrs.
Limon and Shani to the Board of Directors as representatives of Magnum.

The Company has entered into indemnification agreements with each of
its directors and executive officers. Such agreements require the Company to
indemnify such individuals to the fullest extent permitted by Delaware law.

All future transactions between the Company and its officers,
directors, principal stockholders and affiliates will be approved by a majority
of the Board of Directors, including a majority of the disinterested,
non-employee directors on the Board of Directors, and will be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties.

STOCKHOLDER PROPOSALS

To be considered for presentation to the Annual Meeting of the
Company's stockholders to be held in 2001, a stockholder proposal must be
received by Moshe Zelnik, Secretary, DSP Group, Inc., 3120 Scott Boulevard,
Santa Clara, California 95054, no later than December 19, 2001.

OTHER MATTERS

The Board of Directors knows of no other business which will be
presented at the Annual Meeting. If any other business is properly brought
before the Annual Meeting, it is intended that proxies in the enclosed form will
be voted in respect thereof in accordance with the judgments of the persons
voting the proxies.

It is important that the proxies be returned promptly and that your
shares be represented. Stockholders are urged to mark, date, execute and
promptly return the accompanying proxy card in the enclosed envelope.

By Order of the Board of Directors,

/s/ Eli Ayalon

Eli Ayalon,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

April 17, 2000
Santa Clara, California

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF DSP GROUP, INC.
FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS

MAY 16, 2000

The undersigned stockholder of DSP GROUP, INC., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement, each dated April 17, 2000, and the 1999 Annual Report to
Stockholders and hereby appoints Eli Ayalon and Moshe Zelnik or either of them,
proxies, with full power to each of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the 2000 Annual Meeting of
Stockholders of DSP GROUP, INC. to be held on May 16, 2000 at 9:00 a.m., local
time, at DSP GROUP, INC.'s principal executive offices located at 3120 Scott
Boulevard, Santa Clara, California, and at any adjournment or adjournments
thereof, and to vote all shares of Common Stock which the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
below.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF A DIRECTOR, FOR THE RATIFICATION OF
THE APPOINTMENT OF KOST, FORER & GABBAY AS INDEPENDENT AUDITORS, AND AS SAID
PROXIES DEEM ADVISABLE ON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

1. ELECTION OF A DIRECTOR:

____ FOR the nominee listed below ____ WITHHOLD AUTHORITY to vote
(except as indicated) for the nominee listed below

IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE, STRIKE A LINE THROUGH
SUCH NOMINEE'S NAME LISTED BELOW.

PATRICK TANGUY

2. PROPOSAL TO RATIFY THE APPOINTMENT OF KOST, FORER & GABBAY AS THE
INDEPENDENT AUDITORS OF DSP GROUP, INC. FOR FISCAL 2000:

_____ FOR _____ AGAINST _____ ABSTAIN

DATED: _____________________, 2000

-----------------------------------
(Signature)

This Proxy should be marked, dated and
signed by the stockholder(s) exactly as
his or her name appears hereon, and
returned promptly in the enclosed
envelope. Persons signing in a fiduciary
capacity should so indicate. If shares
are held by joint tenants or as
community property, both should sign.

DSP GROUP, INC.

2000 ANNUAL MEETING OF STOCKHOLDERS

MAY, 16, 2000
9:00 A.M.

DSP GROUP, INC.
3120 SCOTT BOULEVARD
SANTA CLARA, CA

DSP GROUP, INC.
3120 SCOTT BOULEVARD, SANTA CLARA, CA PROXY
_______________________________________________________________________________

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DSP GROUP,
INC. FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS ON MAY 16, 2000.

The undersigned stockholder of DSP GROUP, INC., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement, each dated April 17, 2000, and the 1999 Annual Report to
Stockholders and hereby appoints Eli Ayalon and Moshe Zelnik or either of
them, proxies, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 2000 Annual
Meeting of Stockholders of DSP GROUP, INC. to be held on May 16, 2000 at 9:00
a.m., local time, at DSP GROUP, INC.'s principal executive offices located at
3120 Scott Boulevard, Santa Clara, California, and at any adjournment or
adjournments thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present,
on the matters set forth below.

SEE REVERSE FOR VOTING INSTRUCTIONS.

1. Election of a director: 01 Patrick Tanguy / / Vote FOR / / Vote WITHHELD
the nominee from the nominee

2. Proposal to ratify the appointment of Kost, Forer & Gabbay as the
independent auditors of DSP GROUP, INC. for fiscal 2000: / / For / / Against / / Abstain

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF A
DIRECTOR, FOR THE RATIFICATION OF THE APPOINTMENT OF KOST, FORER & GABBAY AS INDEPENDENT AUDITORS, AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

Address Change? Mark Box / / Dated:______________________, 2000
Indicate changes below:

________________________________________________

Signature(s) in Box

This Proxy should be marked, dated and signed by
the stockholder(s) exactly as his or her name
appears hereon, and returned promptly in the
enclosed envelope. Persons signing in a fiduciary
capacity should so indicate. If shares are held by
joint tenants or as community property, both
should sign.