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): May 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
                 -----------------------------------------------
               (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 3 - Securities and Trading Markets

<PAGE>
Section 3 - Securities and Trading Markets
------------------------------------------

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

     On May 3, 2005,  Digital  Power Corp.  (the  "Company")  received a written
notice from the American Stock  Exchange (the "AMEX")  advising that the Company
was not in compliance with the AMEX's listing requirements (contained in Section
1003(a)(ii) of the AMEX Company Guide) because its has a shareholders  equity of
less than $4,000,000 and losses from continuing  operations and/or net losses in
three out of its four most recent fiscal years.

     In order to maintain its AMEX  listing,  the Company must submit a recovery
plan by June 3, 2005,  advising  the AMEX of action it has taken or will take to
bring the Company into compliance with the continued  listing standards within a
maximum of 18 months.  Acceptance of such plan is in the discretion of the AMEX.
If the plan is accepted, the Company will be able to continue its listing during
the plan  period,  during  which time it will be subject to  periodic  review to
determine whether it is making progress consistent with the plan. If the Company
is not in  compliance  with the listing  standards  at the end of such  18-month
period  or  fails  the  periodic  reviews,  the  AMEX  will  initiate  delisting
proceedings.

     The  Company,  at this time,  is  planning  to prepare and submit a plan in
accordance with the AMEX  requirements.  If the Company's shares of common stock
are  de-listed,  this may have an effect on the trading  market of the Company's
shares.

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

Item 9.01  Financial Statements and Exhibits

         Exhibit No.                Exhibit Description
         -----------                -------------------
         99                         Press release dated May 5, 2005, titled
                                    "Digital Power Corporation Reports
                                    Potential Delisting from AMEX"





<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:     May 5, 2005              /s/ Jonathan Wax
                                    -------------------------------------------
                                    Jonathan Wax,
                                    Chief Executive Officer and President


<PAGE>


                                  EXHIBIT INDEX


         Exhibit No.                Description
         -----------                -----------
              99                    Press release dated May 5, 2005, titled
                                    "Digital Power Corporation Reports
                                    Potential Delisting from AMEX"
[{"type": "8-K", "sequence": "1", "filename": "for050305.txt", "secsgml_size_bytes": 4974}]
{"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": "05804620"}, "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): May 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
                 -----------------------------------------------
               (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 3 - Securities and Trading Markets
Section 3 - Securities and Trading Markets
------------------------------------------

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

     On May 3, 2005,  Digital  Power Corp.  (the  "Company")  received a written
notice from the American Stock  Exchange (the "AMEX")  advising that the Company
was not in compliance with the AMEX's listing requirements (contained in Section
1003(a)(ii) of the AMEX Company Guide) because its has a shareholders  equity of
less than $4,000,000 and losses from continuing  operations and/or net losses in
three out of its four most recent fiscal years.

     In order to maintain its AMEX  listing,  the Company must submit a recovery
plan by June 3, 2005,  advising  the AMEX of action it has taken or will take to
bring the Company into compliance with the continued  listing standards within a
maximum of 18 months.  Acceptance of such plan is in the discretion of the AMEX.
If the plan is accepted, the Company will be able to continue its listing during
the plan  period,  during  which time it will be subject to  periodic  review to
determine whether it is making progress consistent with the plan. If the Company
is not in  compliance  with the listing  standards  at the end of such  18-month
period  or  fails  the  periodic  reviews,  the  AMEX  will  initiate  delisting
proceedings.

     The  Company,  at this time,  is  planning  to prepare and submit a plan in
accordance with the AMEX  requirements.  If the Company's shares of common stock
are  de-listed,  this may have an effect on the trading  market of the Company's
shares.

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

Item 9.01  Financial Statements and Exhibits

         Exhibit No.                Exhibit Description
         -----------                -------------------
         99                         Press release dated May 5, 2005, titled
                                    "Digital Power Corporation Reports
                                    Potential Delisting from AMEX"
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:     May 5, 2005              /s/ Jonathan Wax
                                    -------------------------------------------
                                    Jonathan Wax,
                                    Chief Executive Officer and President
EXHIBIT INDEX

         Exhibit No.                Description
         -----------                -----------
              99                    Press release dated May 5, 2005, titled
                                    "Digital Power Corporation Reports
                                    Potential Delisting from AMEX"