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) June 25, 2004



                            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)

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

<PAGE>

Item 5.  Other Events and Regulation FD Disclosure

     Digital Power Corporation (the "Company")  completed a private placement of
common stock with current shareholders who are accredited investors. On June 25,
2004, the Company sold 221,238 shares of common stock for the aggregate purchase
price of $250,000. Additionally, each investor may invest an additional $250,000
on or before December 31, 2004. On July 8, 2004, the Company sold 204,918 shares
of common stock for the aggregate purchase price of $250,000. The purchase price
per share for the additional investment will be the average closing price of the
Company's common stock twenty trading days prior to notice of intent to invest.

     The Company's largest shareholder,  Telkoor Telecom,  Ltd.  ("Telkoor"),  a
limited liability company organized under the laws of Israel,  invested $250,000
of  the  $500,000  raised  in  the  private  placement.  Telkoor  is an  Israeli
corporation,  primarily  engaged in  developing,  marketing  and  selling  power
supplies and power systems for the telecommunication  equipment industry.  After
the purchase, Telkoor owns 2,661,261 shares of common stock.

     Complete terms of the transaction  can be found in the Securities  Purchase
Agreement  attached as Exhibit 10.  There was no broker or  placement  agent for
this transaction.

Item 9.  Regulation FD Disclosure

         Exhibit No.     Exhibit Description
         -----------     -------------------

            10.1         Securities Purchase Agreement [Form of]

            10.2         Securities Purchase Agreement [Form of]

            99           Press release announcing investments from Telkoor
                         Telecom Ltd. and Fortron/Source Corp.

<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:  July 13, 2004                       /s/ Uzi Sasson
                                            ------------------------------------
                                            Uzi Sasson,
                                            Chief Financial Officer
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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) June 25, 2004

                            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)

                                 (510) 657-2635
                                 --------------
              (Registrant's telephone number, including area code)
Item 5.  Other Events and Regulation FD Disclosure

     Digital Power Corporation (the "Company")  completed a private placement of
common stock with current shareholders who are accredited investors. On June 25,
2004, the Company sold 221,238 shares of common stock for the aggregate purchase
price of $250,000. Additionally, each investor may invest an additional $250,000
on or before December 31, 2004. On July 8, 2004, the Company sold 204,918 shares
of common stock for the aggregate purchase price of $250,000. The purchase price
per share for the additional investment will be the average closing price of the
Company's common stock twenty trading days prior to notice of intent to invest.

     The Company's largest shareholder,  Telkoor Telecom,  Ltd.  ("Telkoor"),  a
limited liability company organized under the laws of Israel,  invested $250,000
of  the  $500,000  raised  in  the  private  placement.  Telkoor  is an  Israeli
corporation,  primarily  engaged in  developing,  marketing  and  selling  power
supplies and power systems for the telecommunication  equipment industry.  After
the purchase, Telkoor owns 2,661,261 shares of common stock.

     Complete terms of the transaction  can be found in the Securities  Purchase
Agreement  attached as Exhibit 10.  There was no broker or  placement  agent for
this transaction.

Item 9.  Regulation FD Disclosure

         Exhibit No.     Exhibit Description
         -----------     -------------------

            10.1         Securities Purchase Agreement [Form of]

            10.2         Securities Purchase Agreement [Form of]

            99           Press release announcing investments from Telkoor
                         Telecom Ltd. and Fortron/Source Corp.
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:  July 13, 2004                       /s/ Uzi Sasson
                                            ------------------------------------
                                            Uzi Sasson,
                                            Chief Financial Officer