UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER
001-13550

CUSIP NUMBER
419131107



(Check One):
[X] Form 10-K
[    ] Form 20-F
[     ] Form 11-K
[     ] Form 10-Q
 
[    ] Form N-SAR
[    ] Form N-CSR
   

For Period Ended: September 30, 2008

[      ]      Transition Report on Form 10-K
[      ]      Transition Report on Form 10-Q
[      ]      Transition Report on Form 20-F
[      ]      Transition Report on Form N-SAR
[      ]      Transition Report on Form 11-K
 

For the Transition Period Ended:

Read attached instruction sheet before preparing form.  Please print or type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

___________________________________________________________________
 
 
 


PART I - REGISTRANT INFORMATION

HAUPPAUGE DIGITAL, INC.
Full Name of Registrant
_______________________
Former Name if Applicable

91 Cabot Court
Address of Principal Executive Office (Street and Number)

Hauppauge, New York 11788
City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate.)

[   ]
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
[X]
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
[   ]
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

We are unable to file our Form 10-K for the fiscal year ended September 30, 3008 within the prescribed period because we have not completed all our accounting and required disclosures.   In particular, more information was required by our auditors with respect to certain estimates reported for accrued liabilities.
 
 
 

PART IV - OTHER INFORMATION

(1)           Name and telephone number of person to contact in regard to this notification:

Gerald Tucciarone
516
630-1306
(Name)
(Area Code)
(Telephone Number)

(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).[X] Yes[  ] No

(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
[   X   ] Yes
[   ] No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


It is currently anticipated that the results for the fiscal year ended September 30, 2008 will show a net loss of approximately $3.2 million as opposed to a net income of approximately $5.3 million for the fiscal year ended September 30, 2007.  The anticipated change is primarily due to a slow economic climate which resulted in a reduction in sales from the fiscal year ended September 30, 2007 by approximately twenty percent.
 
 
 
HAUPPAUGE DIGITAL, INC.
________________________________________________________________________________________________________________
(Name of Registrant as Specified in Charter

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:     December 30, 2008
By:     /s/ Gerald Tucciarone      
 
Gerald Tucciarone
Chief Financial Officer


INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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