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): March 11, 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

     On March 11,  2004,  Mark Thum  resigned  from the  Board of  Directors  of
Digital Power Corporation (the "Company"). Mr. Thum also was the Audit Committee
Chairman  and  served on the  Compensation  Committee.  Mr.  Thum  resigned  for
personal reasons.

     On March 15, 2004,  the Company  eliminated  the position of Executive CEO.
Mr. David  Amitai,  who served as the Executive CEO since  November  2003,  will
continue to serve as a member of the Board of Directors of the Comapny.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

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

         99              Press  release  announcing fourth quarter results, Mark
                         Thum's resignation from  the Board and  elimination  of
                         Executive CEO position

ITEM 12.  REGULATION FD DISCLOSURE.

     The Company  announced  its  results for the fourth  quarter of fiscal year
2003 on the attached press release.





<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:  March 17, 2004                           /s/ Haim Yatim
                                                 -------------------------------
                                                 Haim Yatim,
                                                 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): March 11, 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

     On March 11,  2004,  Mark Thum  resigned  from the  Board of  Directors  of
Digital Power Corporation (the "Company"). Mr. Thum also was the Audit Committee
Chairman  and  served on the  Compensation  Committee.  Mr.  Thum  resigned  for
personal reasons.

     On March 15, 2004,  the Company  eliminated  the position of Executive CEO.
Mr. David  Amitai,  who served as the Executive CEO since  November  2003,  will
continue to serve as a member of the Board of Directors of the Comapny.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

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

         99              Press  release  announcing fourth quarter results, Mark
                         Thum's resignation from  the Board and  elimination  of
                         Executive CEO position

ITEM 12.  REGULATION FD DISCLOSURE.

     The Company  announced  its  results for the fourth  quarter of fiscal year
2003 on the attached press release.
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:  March 17, 2004                           /s/ Haim Yatim
                                                 -------------------------------
                                                 Haim Yatim,
                                                 Chief Financial Officer