UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 3, 2005



                            DIGITAL POWER CORPORATION
                            -------------------------
             (Exact name of registrant as specified in its charter)


   California                       1-12711                      94-1721931
   ----------                       -------                      ----------
 (State or other              (Commission File No.)           (I.R.S. Employer
  jurisdiction                                               Identification No.)
of incorporation)



              41920 Christy Street, Fremont, California 94538-3158
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (510) 657-2635
                                 --------------
              (Registrant's telephone number, including area code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written  communications  pursuant  to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under   the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under   the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

Section 2 - Financial Information
---------------------------------

Item 2.03  Creation  of a  Direct Financial Obligation or an Obligation Under an
Of-Balance Sheet Arrangement of a Registrant

     On February 3, 2005,  Telkoor Power Ltd.  ("Telkoor"),  an Israeli  limited
liability  company,  loaned Digital Power  Corporation (the "Company")  $250,000
through a Convertible Note. Telkoor is the Company's largest  shareholder and is
primarily engaged in developing,  marketing and selling power supplies and power
systems for the  telecommunication  equipment  industry.  Under the terms of the
convertible note, Telkoor loaned $250,000 interest free until the tenth business
day after the Company announced its financial  results for fiscal 2005.  Telkoor
has the right to convert the debt to common  stock at $1.06 per share.  The loan
will  automatically  convert  at $1.06  per share if the  Company  meets its set
budget  for the  fiscal  year  2005.  For  more  information,  see the  attached
Convertible Note as Exhibit 4 and Press Release as Exhibit 99.

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01  Financial Statements and Exhibits

         Exhibit Number    Description
         --------------    -----------

               4           Convertible Note [Form of]

              99           Press Release dated February 9, 2005 titled  "Digital
                           Power Corporation  signed  $250,000  Convertible Note
                           with Telkoor Power Ltd.


<PAGE>


                                                     SIGNATURE

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


                                                   DIGITAL POWER CORPORATION,
                                                   a California Corporation


Dated:  February 9, 2005                           /s/ Jonathan Wax
        ----------------                           -----------------------------
                                                   Jonathan Wax,
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)
[{"type": "8-K", "sequence": "1", "filename": "for020305.txt", "secsgml_size_bytes": 4284}]
{"company-data": {"conformed-name": "DIGITAL POWER CORP", "cik": "0000896493", "assigned-sic": "3679", "irs-number": "941721931", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12711", "film-number": "05589715"}, "business-address": {"street1": "41920 CHRISTY ST", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5106572635"}, "mail-address": {"street1": "41920 CHRISTY STREET", "city": "FREMONT", "state": "CA", "zip": "94538"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 3, 2005

                            DIGITAL POWER CORPORATION
                            -------------------------
             (Exact name of registrant as specified in its charter)

   California                       1-12711                      94-1721931
   ----------                       -------                      ----------
 (State or other              (Commission File No.)           (I.R.S. Employer
  jurisdiction                                               Identification No.)
of incorporation)

              41920 Christy Street, Fremont, California 94538-3158
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (510) 657-2635
                                 --------------
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written  communications  pursuant  to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under   the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under   the
     Exchange Act (17 CFR 240.13e-4(c))
Section 2 - Financial Information
---------------------------------

Item 2.03  Creation  of a  Direct Financial Obligation or an Obligation Under an
Of-Balance Sheet Arrangement of a Registrant

     On February 3, 2005,  Telkoor Power Ltd.  ("Telkoor"),  an Israeli  limited
liability  company,  loaned Digital Power  Corporation (the "Company")  $250,000
through a Convertible Note. Telkoor is the Company's largest  shareholder and is
primarily engaged in developing,  marketing and selling power supplies and power
systems for the  telecommunication  equipment  industry.  Under the terms of the
convertible note, Telkoor loaned $250,000 interest free until the tenth business
day after the Company announced its financial  results for fiscal 2005.  Telkoor
has the right to convert the debt to common  stock at $1.06 per share.  The loan
will  automatically  convert  at $1.06  per share if the  Company  meets its set
budget  for the  fiscal  year  2005.  For  more  information,  see the  attached
Convertible Note as Exhibit 4 and Press Release as Exhibit 99.

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01  Financial Statements and Exhibits

         Exhibit Number    Description
         --------------    -----------

               4           Convertible Note [Form of]

              99           Press Release dated February 9, 2005 titled  "Digital
                           Power Corporation  signed  $250,000  Convertible Note
                           with Telkoor Power Ltd.
SIGNATURE

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

                                                   DIGITAL POWER CORPORATION,
                                                   a California Corporation

Dated:  February 9, 2005                           /s/ Jonathan Wax
        ----------------                           -----------------------------
                                                   Jonathan Wax,
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)