SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                                      FORM 10-Q/A

(Mark One)

(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the Quarterly Period Ended  JUNE 30, 1996

                                          or

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
         OF THE SECURITIES EXCHANGE ACT OF 1934








                For the transition period from ________ to ___________




                            Commission File Number 0-23006
                                                   -------









                                   DSP GROUP, INC.
                                   ---------------
                (Exact name of registrant as specified in its charter)


         Delaware                                94-2683643
         --------                                ----------
(State or other jurisdiction of        (I.R.S. employer identification number)
 incorporation or organization)




             3120 Scott Boulevard, Santa Clara, California         95054
             -----------------------------------------------------------
             (Address of Principal Executive Offices)          (Zip Code)


        Registrant's telephone number, including area code:     (408) 986-4300
                                                                --------------


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X  No __
                                              ---

As of July 31, 1996, there were 9,515,000 shares of Common Stock ($.001 par
value per share) outstanding.




                                    EXPLANATORY NOTE



     This Amendment to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 (the "Form 10-Q") is being filed for the following
purposes: (i) to amend the Company's request for confidential treatment of
certain portions of certain exhibits to Exhibit 10.2 to the Form 10-Q and
(ii) to file certain exhibits to Exhibit 10.2 to the Form 10-Q, which required
translation prior to filing.








SIGNATURES



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


DSP GROUP, INC.
(Registrant)


By /s/ Avi Basher
   ------------------------------------
Avi Basher, Vice President of Finance and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)


Date  October 30, 1996
      ----------------





                                 EXHIBIT INDEX



    10.1 Severance Agreement between the Company and Karin Pitcock dated
         June 8, 1996

   
    10.2 Share Purchase and Shareholders Agreement, dated July 4, 1996, by and
         among Aptel Ltd., the shareholders named therein, and DSP
         Semiconductors Ltd. (portions of the exhibits to this document have 
         been omitted and have been filed separately with a request for 
         confidential treatment)
    

    10.3 Employment Agreement, dated April 22, 1996, between DSP 
         Semiconductors Ltd. and Eli Ayalon


    11.1 Statement re: Computation of Per Share Earnings

    27.1 Financial Data Schedule