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                                                                 EXHIBIT 10.13



                           AUREAL SEMICONDUCTOR INC.

                    1996 OUTSIDE DIRECTORS STOCK OPTION PLAN


         1.               ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

                 _1.1             ESTABLISHMENT.  The Aureal Semiconductor Inc.
1996 Outside Directors Stock Option Plan (the "PLAN") is hereby established
effective as November 13, 1996 (the "EFFECTIVE DATE").

                 _1.2             PURPOSE.  The purpose of the Plan is to
advance the interests of the Participating Company Group and its stockholders
by providing an incentive to attract and retain highly qualified persons to
serve as Outside Directors of the Company and by creating additional incentive
for Outside Directors to promote the growth and profitability of the
Participating Company Group.

                 _1.3             TERM OF PLAN.  The Plan shall continue in
effect until the earlier of its termination by the Board or the date on which
all of the shares of Stock available for issuance under the Plan have been
issued and all restrictions on such shares under the terms of the Plan and the
agreements evidencing Options granted under the Plan have lapsed.

         2.               DEFINITIONS AND CONSTRUCTION.

                 _2.1             DEFINITIONS.  Whenever used herein, the
following terms shall have their respective meanings set forth below:

                          (a)              "ANNIVERSARY DATE" means, for an
Outside Director who was first elected to the Board prior to or on the
Effective Date, November 13, 1997 and successive anniversaries thereof.  The
Anniversary Date for an Outside Director who is first elected to the Board
after the Effective Date shall be the date which is twelve (12) months after
the date of such initial election or appointment and successive anniversaries
thereof.

                          (b)              "BOARD" means the Board of Directors
of the Company.  If one or more Committees have been appointed by the Board to
administer the Plan, "Board" also means such Committee(s).

                          (c)              "CODE" means the Internal Revenue
Code of 1986, as amended, and any applicable regulations promulgated
thereunder.


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                          (d)              "COMMITTEE" means a committee of the
Board duly appointed to administer the Plan and having such powers as shall be
specified by the Board.  Unless the powers of the Committee have been
specifically limited, the Committee shall have all of the powers of the Board
granted herein, including, without limitation, the power to amend or terminate
the Plan at any time, subject to the terms of the Plan and any applicable
limitations imposed by law.

                          (e)              "COMPANY" means Aureal Semiconductor
Inc., a Delaware corporation, or any successor corporation thereto.

                          (f)              "CONSULTANT" means any person,
including an advisor, engaged by a Participating Company to render services
other than as an Employee or a Director.

                          (g)              "DIRECTOR" means a member of the 
Board or the board of directors of any other Participating Company.

                          (h)              "EMPLOYEE" means any person treated
as an employee (including an officer or a Director who is also treated as an
employee) in the records of a Participating Company; provided, however, that
neither service as a Director nor payment of a director's fee shall be
sufficient to constitute employment for purposes of the Plan.

                         (i)              "EXCHANGE ACT" means the Securities 
Exchange Act of 1934, as amended.

                          (j)              "FAIR MARKET VALUE" means, as of any
date, if there is then a public market for the Stock, the closing price of the
Stock (or the mean of the closing bid and asked prices of the Stock if the
Stock is so reported instead) as reported on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") System, the NASDAQ National
Market System or such other national or regional securities exchange or market
system constituting the primary market for the Stock.  If the relevant date
does not fall on a day on which the Stock is trading on NASDAQ, the NASDAQ
National Market System or other national or regional securities exchange or
market system, the date on which the Fair Market Value shall be established
shall be the last day on which the Stock was so traded prior to the relevant
date.  If there is then no public market for the Stock, the Fair Market Value
on any relevant date shall be as determined by the Board without regard to any
restriction other than a restriction which, by its terms, will never lapse.

                          (k)              "OPTION" means a right to purchase
Stock (subject to adjustment as provided in Section 4.2) pursuant to the terms
and conditions of the Plan.





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                          (l)              "OPTIONEE" means a person who has 
been granted one or more Options.

                          (m)              "OPTION AGREEMENT" means a written
agreement between the Company and an Optionee setting forth the terms,
conditions and restrictions of the Option granted to the Optionee.

                         (n)              "OUTSIDE DIRECTOR" means a Director of
the Company who is not an Employee.

                          (o)              "PARENT CORPORATION" means any
present or future "parent corporation" of the Company, as defined in Section
424(e) of the Code.

                         (p)              "PARTICIPATING COMPANY" means the 
Company or any Parent Corporation or Subsidiary Corporation.

                          (q)              "PARTICIPATING COMPANY GROUP" means,
at any point in time, all corporations collectively which are then
Participating Companies.

                          (r)              "RULE 16B-3" means Rule 16b-3 as
promulgated under the Exchange Act, as amended from time to time, or any
successor rule or regulation.

                          (s)              "SERVICE" means the Optionee's
service with the Participating Company Group, whether in the capacity of an
Employee, a Director or a Consultant.  The Optionee's Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Optionee renders Service to the Participating Company Group or a change in
the Participating Company for which the Optionee renders such Service, provided
that there is no interruption or termination of the Optionee's Service.  The
Optionee's Service shall be deemed to have terminated either upon an actual
termination of Service or upon the corporation for which the Optionee performs
Service ceasing to be a Participating Company.

                          (t)              "STOCK" means the common stock of
the Company, as adjusted from time to time in accordance with Section 4.2.

                          (u)              "SUBSIDIARY CORPORATION" means any
present or future "subsidiary corporation" of the Company, as defined in
Section 424(f) of the Code.

                 _2.2             CONSTRUCTION.  Captions and titles contained
herein are for convenience only and shall not affect the meaning or
interpretation of any provision of the Plan.  Except when otherwise indicated
by the context, the singular shall include the





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plural, the plural shall include the singular, and use of the term "or" shall
include the conjunctive as well as the disjunctive.

         3.        ADMINISTRATION.

                 _3.1             ADMINISTRATION BY THE BOARD.  The Plan shall
be administered by the Board, including any duly appointed Committee of the
Board.  All questions of interpretation of the Plan or of any Option shall be
determined by the Board, and such determinations shall be final and binding
upon all persons having an interest in the Plan or such Option.  Any officer of
a Participating Company shall have the authority to act on behalf of the
Company with respect to any matter, right, obligation, determination or
election which is the responsibility of or which is allocated to the Company
herein, provided the officer has apparent authority with respect to such
matter, right, obligation, determination or election.

                 _3.2             LIMITATIONS ON AUTHORITY OF THE BOARD.
Notwithstanding any other provision herein to the contrary, the Board shall
have no authority, discretion, or power to select the Outside Directors who
will receive Options, to set the exercise price of the Options, to determine
the number of shares of Stock to be subject to an Option or the time at which
an Option shall be granted, to establish the duration of an Option, or to alter
any other terms or conditions specified in the Plan, except in the sense of
administering the Plan subject to the provisions of the Plan.

         4.               SHARES SUBJECT TO PLAN.

                 _4.1             MAXIMUM NUMBER OF SHARES ISSUABLE.  Subject
to adjustment as provided in Section 4.2, the maximum aggregate number of
shares of Stock that may be issued under the Plan shall be two hundred thousand
(200,000) and shall consist of authorized but unissued shares or reacquired
shares of Stock or any combination thereof.  If an outstanding Option for any
reason expires or is terminated or canceled or shares of Stock acquired,
subject to repurchase, upon the exercise of an Option are repurchased by the
Company, the shares of Stock allocable to the unexercised portion of such
Option, or such repurchased shares of Stock, shall again be available for
issuance under the Plan.

                 _4.2             ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.
In the event of any stock dividend, stock split, reverse stock split,
recapitalization, combination, reclassification or similar change in the
capital structure of the Company, appropriate adjustments shall be made in the
number and class of shares subject to the Plan, to the "Initial Option" and
"Annual Option" (as defined in Section 6.1), and to any outstanding Options,
and in the exercise price of any outstanding Options.  If a majority of the
shares which are of the same class as the shares that are subject to
outstanding Options are exchanged for, converted into, or otherwise become
(whether or not pursuant to an





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"Ownership Change Event" as defined in Section 8.1) shares of another
corporation (the "NEW SHARES"), the Board may unilaterally amend the
outstanding Options to provide that such Options are exercisable for New
Shares.  In the event of any such amendment, the number of shares subject to,
and the exercise price of, the outstanding Options shall be adjusted in a fair
and equitable manner as determined by the Board, in its sole discretion.
Notwithstanding the foregoing, any fractional share resulting from an
adjustment pursuant to this Section 4.2 shall be rounded down to the nearest
whole number, and in no event may the exercise price of any Option be decreased
to an amount less than the par value, if any, of the stock subject to the
Option.

         5.               ELIGIBILITY AND TYPE OF OPTIONS.

                 _5.1             PERSONS ELIGIBLE FOR OPTIONS.  An Option
shall be granted only to a person who, at the time of grant, is an Outside
Director.

                 _5.2             OPTIONS AUTHORIZED.  Options shall be
nonstatutory stock options; that is, options which are not treated as incentive
stock options within the meaning of Section 422(b) of the Code.

         6.               TERMS AND CONDITIONS OF OPTIONS.  Options shall be
evidenced by Option Agreements specifying the number of shares of Stock covered
thereby, in such form as the Board shall from time to time establish.  Option
Agreements may incorporate all or any of the terms of the Plan by reference and
shall comply with and be subject to the following terms and conditions:

                 _6.1             AUTOMATIC GRANT OF OPTIONS.  Subject to
execution by an Outside Director of the appropriate Option Agreement, Options
shall be granted automatically and without further action of the Board, as
follows:

                          (a)              INITIAL OPTION.  Each person who
first becomes an Outside Director on or after the Effective Date shall be
granted an Option to purchase thirty thousand (30,000) shares of Stock on the
date he or she first becomes an Outside  Director (an "INITIAL OPTION").
Notwithstanding anything herein to the contrary, an Initial Option shall not be
granted to a Director of the Company who previously did not qualify as an
Outside Director but subsequently becomes an Outside Director as a result of
the termination of his or her status as an Employee.

                          (b)              ANNUAL OPTION.  Each Outside
Director (including any Director of the Company who previously did not qualify
as an Outside Director but who subsequently becomes an Outside Director) shall
be granted an Option to purchase five thousand (5,000) shares of Stock on each
of his or her Anniversary Date(s), provided such person remains an Outside
Director on such Anniversary Date (an "ANNUAL OPTION").





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                          (c)              RIGHT TO DECLINE OPTION.
Notwithstanding the foregoing, any person may elect not to receive an Option by
delivering written notice of such election to the Board no later than the day
prior to the date such Option would otherwise be granted.  A person so
declining an Option shall receive no payment or other consideration in lieu of
such declined Option.  A person who has declined an Option may revoke such
election by delivering written notice of such revocation to the Board no later
than the day prior to the date such Option would be granted pursuant to Section
6.1(a) or (b), as the case may be.

                 _6.2             DISCRETION TO VARY OPTION SIZE.
Notwithstanding any provision of the Plan to the contrary, the Board may, in
its sole discretion, increase or decrease the number of shares of Stock that
would otherwise be subject to one or more Initial Options or Annual Options to
be granted pursuant to Section 6.1 if, at the time of such exercise of
discretion, the exercise of such discretion would not otherwise preclude any
transaction in an equity security of the Company by an officer or Director of a
Participating Company from being exempt from Section 16(b) of the Exchange Act
pursuant to Rule 16b-3.

                 _6.3             EXERCISE PRICE.  The exercise price per share
of Stock subject to an Option shall be the Fair Market Value of a share of
Stock on the date the Option is granted.

                 _6.4             EXERCISE PERIOD.  Each Option shall terminate
and cease to be exercisable on the date ten (10) years after the date of grant
of the Option unless earlier terminated pursuant to the terms of the Plan or
the Option Agreement.

                 _6.5             RIGHT TO EXERCISE OPTIONS.  Except as
otherwise provided in the Plan or in the Option Agreement, an Option shall (a)
first become exercisable on the date which is one (1) year after the date on
which the Option was granted (the "INITIAL VESTING DATE"); and (ii) be
exercisable on and after the Initial Vesting Date and prior to the termination
thereof in an amount equal to the number of shares of Stock subject to the
Option multiplied by the Vested Ratio as set forth below, less the number of
shares previously acquired upon exercise thereof.  The Vested Ratio described
in the preceding sentence shall be determined as follows:





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<TABLE>
<CAPTION>
                                                                       Vested Ratio
                                                                       ------------
                          <S>                                              <C>
                          Prior to Initial Vesting Date                      0

                          On Initial Vesting Date,                           1/4
                          provided the Optionee's Service
                          is continuous from the date of
                          Option grant until the
                          Initial Vesting Date

                          Plus
                          ----

                          For each full month of                             1/48
                          of the Optionee's continuous
                          Service from the Initial Vesting
                          Date until the Vested
                          Ratio equals 1/1, an additional

</TABLE>
                 _6.6             PAYMENT OF EXERCISE PRICE.

                          (a)              FORMS OF CONSIDERATION AUTHORIZED.
Except as otherwise provided below, payment of the exercise price for the
number of shares of Stock being purchased pursuant to any Option shall be made
(i) in cash, by check, or cash equivalent, (ii) by tender to the Company of
shares of Stock owned by the Optionee having a Fair Market Value not less than
the exercise price, (iii) by the assignment of the proceeds of a sale or loan
with respect to some or all of the shares being acquired upon the exercise of
the Option (including, without limitation, through an exercise complying with
the provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System) (a "CASHLESS EXERCISE"), or (iv) by
any combination thereof.

                          (b)              TENDER OF STOCK.  Notwithstanding
the foregoing, an Option may not be exercised by tender to the Company of
shares of Stock to the extent such tender of Stock would constitute a violation
of the provisions of any law, regulation or agreement restricting the
redemption of the Company's stock.  Unless otherwise provided by the Board, an
Option may not be exercised by tender to the Company of shares of Stock unless
such shares either have been owned by the Optionee for more than six (6) months
or were not acquired, directly or indirectly, from the Company.

                          (c)              CASHLESS EXERCISE.  The Company
reserves, at any and all times, the right, in the Company's sole and absolute
discretion, to establish, decline to approve or terminate any program or
procedures for the exercise of Options by means of a Cashless Exercise.





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                 _6.7         TAX WITHHOLDING.  The Company shall have the
right, but not the obligation, to deduct from the shares of Stock issuable upon
the exercise of an Option, or to accept from the Optionee the tender of, a
number of whole shares of Stock having a Fair Market Value equal to all or any
part of the federal, state, local and foreign taxes, if any, required by law to
be withheld by the Participating Company Group with respect to such Option or
the shares acquired upon exercise thereof.  Alternatively or in addition, in its
sole discretion, the Company shall have the right to require the Optionee to
make adequate provision for any such tax withholding obligations of the
Participating Company Group arising in connection with the Option or the shares
acquired upon exercise thereof.  The Company shall have no obligation to deliver
shares of Stock until the Participating Company Group's tax withholding
obligations have been satisfied.

         7.               STANDARD FORM OF OPTION AGREEMENT.

                 _7.1             INITIAL OPTION.  Unless otherwise provided
for by the Board at the time an Initial Option is granted, each Initial Option
shall comply with and be subject to the terms and conditions set forth in the
form of Nonstatutory Stock Option Agreement for Outside Directors (Initial
Option) adopted by the Board concurrently with its adoption of the Plan and as
amended from time to time.

                 _7.2             ANNUAL OPTION.  Unless otherwise provided for
by the Board at the time an Annual Option is granted, each Annual Option shall
comply with and be subject to the terms and conditions set forth in the form of
Nonstatutory Stock Option Agreement for Outside Directors (Annual Option)
adopted by the Board concurrently with its adoption of the Plan and as amended
from time to time.

                 _7.3             AUTHORITY TO VARY TERMS.  Subject to the
limitations set forth in Section 3.2, the Board shall have the authority from
time to time to vary the terms of any of the standard forms of Option Agreement
described in this Section 7 either in connection with the grant or amendment of
an individual Option or in connection with the authorization of a new standard
form or forms; provided, however, that the terms and conditions of any such
new, revised or amended standard form or forms of Option Agreement are not
inconsistent with the terms of the Plan.  Such authority shall include, but not
by way of limitation, the authority to grant Options which are immediately
exercisable subject to the Company's right to repurchase any unvested shares of
Stock acquired by the Optionee upon the exercise of an Option in the event such
Optionee's Service is terminated for any reason.





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         8.        TRANSFER OF CONTROL.

                 _8.1             DEFINITIONS.

                          (a)              An "OWNERSHIP CHANGE EVENT" shall be
deemed to have occurred if any of the following occurs with respect to the
Company:

                                  (i)              the direct or indirect sale
or exchange in a single or series of related transactions by the stockholders
of the Company of more than fifty percent (50%) of the voting stock of the
Company;

                                 (ii)             a merger or consolidation in 
which the Company is a party;

                                (iii)            the sale, exchange, or transfer
of all or substantially all of the assets of the Company; or

                                 (iv)             a liquidation or dissolution
of the Company.

                          (b)              A "TRANSFER OF CONTROL" shall mean
an Ownership Change Event or a series of related Ownership Change Events
(collectively, the "TRANSACTION") wherein the stockholders of the Company
immediately before the Transaction do not retain immediately after the
Transaction, in substantially the same proportions as their ownership of shares
of the Company's voting stock immediately before the Transaction, direct or
indirect beneficial ownership of more than fifty percent (50%) of the total
combined voting power of the outstanding voting stock of the Company or the
corporation or corporations to which the assets of the Company were transferred
(the "TRANSFEREE CORPORATION(S)"), as the case may be.  For purposes of the
preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting stock of one or
more corporations which, as a result of the Transaction, own the Company or the
Transferee Corporation(s), as the case may be, either directly or through one
or more subsidiary corporations.  The Board shall have the right to determine
whether multiple sales or exchanges of the voting stock of the Company or
multiple Ownership Change Events are related, and its determination shall be
final, binding and conclusive.

                 _8.2             EFFECT OF TRANSFER OF CONTROL ON OPTIONS.  In
the event of a Transfer of Control, any unexercisable or unvested portion of
the outstanding Options shall be immediately exercisable and vested in full as
of the date ten (10) days prior to the date of the Transfer of Control.  The
exercise or vesting of any Option that was permissible solely by reason of this
Section 8.2 shall be conditioned upon the consummation of the Transfer of
Control.  In addition, the surviving, continuing, successor, or purchasing
corporation or parent corporation thereof, as the case may be (the "ACQUIRING





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CORPORATION"), may either assume the Company's rights and obligations under
outstanding Options or substitute for outstanding Options substantially
equivalent options for the Acquiring Corporation's stock.  Any Options which
are neither assumed or substituted for by the Acquiring Corporation in
connection with the Transfer of Control nor exercised as of the date of the
Transfer of Control shall terminate and cease to be outstanding effective as of
the date of the Transfer of Control.  Notwithstanding the foregoing, shares
acquired upon exercise of an Option prior to the Transfer of Control and any
consideration received pursuant to the Transfer of Control with respect to such
shares shall continue to be subject to all applicable provisions of the Option
Agreement evidencing such Option except as otherwise provided in such Option
Agreement.  Furthermore, notwithstanding the foregoing, if the corporation the
stock of which is subject to the outstanding Options immediately prior to an
Ownership Change Event described in Section 8.1(a)(i) constituting a Transfer
of Control is the surviving or continuing corporation and immediately after
such Ownership Change Event less than fifty percent (50%) of the total combined
voting power of its voting stock is held by another corporation or by other
corporations that are members of an affiliated group within the meaning of
Section 1504(a) of the Code without regard to the provisions of Section 1504(b)
of the Code, the outstanding Options shall not terminate.

         9.               NONTRANSFERABILITY OF OPTIONS.  During the lifetime
of the Optionee, an Option shall be exercisable only by the Optionee or the
Optionee's guardian or legal representative.  No Option shall be assignable or
transferable by the Optionee, except by will or by the laws of descent and
distribution.

         10.              INDEMNIFICATION.  In addition to such other rights of
indemnification as they may have as members of the Board or officers or
employees of the Participating Company Group, members of the Board and any
officers or employees of the Participating Company Group to whom authority to
act for the Board is delegated shall be indemnified by the Company against all
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan, or any right granted hereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
person is liable for gross negligence, bad faith or intentional misconduct in
duties; provided, however, that within sixty (60) days after the institution of
such action, suit or proceeding, such person shall offer to the Company, in
writing, the opportunity at its own expense to handle and defend the same.





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         11.              TERMINATION OR AMENDMENT OF PLAN.  The Board may
terminate or amend the Plan at any time.  However, subject to changes in
applicable law, regulations or rules that would permit otherwise, without the
approval of the Company's stockholders, there shall be (a) no increase in the
total number of shares of Stock that may be issued under the Plan (except by
operation of the provisions of Section 4.2), and (b) no other amendment of the
Plan that would require approval of the Company's stockholders under any
applicable law, regulation or rule.  In any event, no termination or amendment
of the Plan may adversely affect any then outstanding Option, or any
unexercised portion thereof, without the consent of the Optionee, unless such
termination or amendment is necessary to comply with any applicable law,
regulation or rule.

         IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies
that the foregoing Aureal Semiconductor Inc. 1996 Outside Directors Stock
Option Plan was duly adopted by the Board on November 13, 1996.



                                   Secretary





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                                  PLAN HISTORY



<TABLE>
<S>                               <C>
November 13, 1996                 Board adopts Plan, with an initial reserve of 200,000 shares.

__________, 1996                  Stockholders approve Plan, with an initial reserve of 200,000 shares.



</TABLE>


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