ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On November 22, 2008, DSP Group, Inc. (the "Company") issued a press release relating to the acceptance by Eli Ayalon, the Company's Chairman and Chief Executive Officer, of the position of Chair of the Likud Campaign Committee for the Israel Knesset election scheduled to be held on February 10, 2009. Mr. Ayalon will continue as the Company's Chairman but in light of the demands of his position as campaign chair he will take a temporary leave of absence in performing the functions of Chief Executive Officer. During the three months period, the DSP Group board of director has temporarily divided the responsibilities of the Chief Executive Officer between Boaz Edan, currently Chief Operating Officer, who will have responsibility for the Company's research and development, manufacturing, logistics and finance functions, and Ofer Elyakim, President of South East Asia Operations, who will have responsibility for the Company's sales and marketing functions. Mr. Edan and Mr. Elyakim will report to a committee of the Company's board of directors, comprised of Zvi Limon and Yair Seroussi, both long-standing, independent members of the board.

A copy of the press release, dated November 22, 2008, is attached and filed herewith as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

d. Exhibits

Exhibit No. Description

99.1 Press Release of DSP Group, Inc., dated November 22, 2008.

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