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) September 6, 2001



                            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>2

Item 1. Change in Control of Registrant

     On September 6, 2001, Digital Power Corporation,  a California  corporation
(the  "Company")  entered  into a  securities  purchase  agreement  with Telkoor
Telecom Ltd., a limited  liability company organized under the laws of Israel or
one  of its  subsidiaries  ("Telkoor").  Pursuant  to  the  securities  purchase
agreement,  Telkoor  will pay  U.S.$1,250,000  to the Company for (i)  1,250,000
shares of common stock; (ii) a warrant to purchase an additional  900,000 shares
of common  stock at  U.S.$1.25  per share;  and (iii) a warrant to  purchase  an
additional  1,000,000 shares of common stock at U.S.$1.50 per share. The 900,000
share  warrant  will  expire  sixty (60) days after the  Company  files its Form
10-KSB for the year ended December 31, 2002 and the 1,000,000 share warrant will
expire on December 31, 2003.

     Telkoor  is  an  Israeli  corporation,  primarily  engaged  in  developing,
marketing and selling power supplies and power systems for the telecommunication
equipment  industry.  Telkoor  used its own funds to  purchase  the  securities.
Telkoor's  initial   investment  of  1,250,000  shares  represents  28%  of  the
outstanding  shares, with the right to increase their ownership to 49%, assuming
all of the warrants are exercised.

     Telkoor will have the right to appoint at least a majority of the Company's
Board of  Directors.  Robert O. Smith will remain as a director and a consultant
to the Company,  but will resign as President  and Chief  Executive  Officer and
chairman.  The  completion of the  securities  purchase  agreement is subject to
certain  conditions,  including that the Company's net tangible  assets have not
decreased  by 50% from June 30,  2001 to August 31, 2001 and will close ten (10)
days after the Company  delivers a financial  report for the period ended August
31, 2001 to Telkoor, which is anticipated to occur at the end of October 2001.

Item 9. Regulation FD Disclosure

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

            99.1                    Press release announcing agreement
                                    with Telkoor Telecom Ltd. dated
                                    September 10, 2001





<PAGE>3



                                    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:  09/13/01                     /s/ ROBERT O. SMITH
                                         ----------------------------
                                         Robert O. Smith,
                                         Chief Executive 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) September 6, 2001

                            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)
2

Item 1. Change in Control of Registrant

     On September 6, 2001, Digital Power Corporation,  a California  corporation
(the  "Company")  entered  into a  securities  purchase  agreement  with Telkoor
Telecom Ltd., a limited  liability company organized under the laws of Israel or
one  of its  subsidiaries  ("Telkoor").  Pursuant  to  the  securities  purchase
agreement,  Telkoor  will pay  U.S.$1,250,000  to the Company for (i)  1,250,000
shares of common stock; (ii) a warrant to purchase an additional  900,000 shares
of common  stock at  U.S.$1.25  per share;  and (iii) a warrant to  purchase  an
additional  1,000,000 shares of common stock at U.S.$1.50 per share. The 900,000
share  warrant  will  expire  sixty (60) days after the  Company  files its Form
10-KSB for the year ended December 31, 2002 and the 1,000,000 share warrant will
expire on December 31, 2003.

     Telkoor  is  an  Israeli  corporation,  primarily  engaged  in  developing,
marketing and selling power supplies and power systems for the telecommunication
equipment  industry.  Telkoor  used its own funds to  purchase  the  securities.
Telkoor's  initial   investment  of  1,250,000  shares  represents  28%  of  the
outstanding  shares, with the right to increase their ownership to 49%, assuming
all of the warrants are exercised.

     Telkoor will have the right to appoint at least a majority of the Company's
Board of  Directors.  Robert O. Smith will remain as a director and a consultant
to the Company,  but will resign as President  and Chief  Executive  Officer and
chairman.  The  completion of the  securities  purchase  agreement is subject to
certain  conditions,  including that the Company's net tangible  assets have not
decreased  by 50% from June 30,  2001 to August 31, 2001 and will close ten (10)
days after the Company  delivers a financial  report for the period ended August
31, 2001 to Telkoor, which is anticipated to occur at the end of October 2001.

Item 9. Regulation FD Disclosure

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

            99.1                    Press release announcing agreement
                                    with Telkoor Telecom Ltd. dated
                                    September 10, 2001
3

                                    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:  09/13/01                     /s/ ROBERT O. SMITH
                                         ----------------------------
                                         Robert O. Smith,
                                         Chief Executive Officer