Sec Form 3/A Filing - NXP B.V. @ DSP GROUP INC /DE/ - 2007-09-04

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person NXP B.V. 2. Issuer Name and Ticker or Trading Symbol DSP GROUP INC /DE/ [ DSPG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) HIGH TECH CAMPUS 60, 5656 AG EINDHOVEN 3. Date of Earliest Transaction (MM/DD/YY) 09/04/2007 (Street) THE NETHERLANDS 4. If Amendment, Date Original Filed (MM/DD/YY) 09/14/2007 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.001 per share 4,186,603 D ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NXP B.V. HIGH TECH CAMPUS 60 5656 AG EINDHOVEN THE NETHERLANDS X KASLION Acquisition B.V. HIGH TECH CAMPUS 60 5656 AG EINDHOVEN THE NETHERLANDS X KASLION Holding B.V. HIGH TECH CAMPUS 60 5656 AG EINDHOVEN THE NETHERLANDS X KASLION S.a r.l. HIGH TECH CAMPUS 60 5656 AG EINDHOVEN THE NETHERLANDS X Signatures /s/ Theodoor Antonius Carel Maria Claasen, Name: Theodoor Antonius Carel Maria Claasen, Title: Executive Vice President NXP B.V. 09/25/2007 Signature of Reporting Person Date /s/ Petrus Antonius Maria van Bommel, Name: Petrus Antonius Maria van Bommel, Title: Director KASLION Acquisition B.V. 09/25/2007 Signature of Reporting Person Date /s/ Francois Adrianus van Houten, Name: Francois Adrianus van Houten, Title: Director KASLION Acquisition B.V. 09/25/2007 Signature of Reporting Person Date /s/ Erik Maria Jozef Thyssen, Name: Erik Maria Jozef Thyssen, Title: Director KASLION Holding B.V. 09/25/2007 Signature of Reporting Person Date /s/ Robertus Nicolaas de Jong, Name: Robertus Nicolaas de Jong, Title: Director KASLION Holding B.V. 09/25/2007 Signature of Reporting Person Date /s/ Johannes Peter Huth, Name: Johannes Peter Huth, Title: Director KASLION S.a r.l. 09/25/2007 Signature of Reporting Person Date /s/ Nicolas Cattelain, Name: Nicolas Cattelain, Title: Director KASLION S.a r.l. 09/25/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held directly by NXP B.V. KASLION Acquisition B.V. is the sole member of NXP B.V. and may be deemed to be the beneficial owner of shares owned by NXP B.V. KASLION Acquisition B.V. disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest in such shares. KASLION Holding B.V. is the majority shareholder of KASLION Acquisition B.V. and may be deemed to be the beneficial owner of shares owned by NXP B.V. KASLION Holding B.V. disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest in such shares. KASLION S.a r.l. is the sole shareholder of KASLION Holding B.V. and may be deemed to be the beneficial owner of shares owned by NXP B.V. KASLION S.a r.l. disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest in such shares.

Remarks: This amendment to the original Form 3 filed on 9/14/07 is solely to add the electronic filing codes for KALSION Acquisition B.V., KASLION Holding B.V. and KASLION S.a r.l.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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