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) November 16, 2001



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


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

     Digital  Power  Corporation,   a  California  corporation  (the  "Company")
announces  completion of its securities  purchase agreement with Telkoor Telecom
Ltd., a limited liability company organized under the laws of Israel.  Under the
securities purchase agreement,  Telkoor Telecom acquired (i) 1,250,000 shares of
common stock (ii) a warrant to purchase an additional  900,000  shares of common
stock at $1.25  per  share;  and  (iii) a  warrant  to  purchase  an  additional
1,000,000  shares of common stock at $1.50 per share for the aggregate  purchase
price of $1,250,000. The 900,000 share warrant will expire sixty (60) days after
the Company files its Form 10-KSB for the year ending  December 31, 2002 and the
1,000,000 share warrant will expire on December 31, 2003.

     Further, pursuant to the securities purchase agreement, the Company's Board
of Directors now consists of Mr. Ben-Zion  Diamant,  Chairman of the Board,  Mr.
David Amitai Mr. Mark L. Thum , Mr. Robert O. Smith and Mr. Scott McDonald.  Mr.
Amitai has also been appointed as President and Chief Executive Officer, and Mr.
Uri Friedlander has been appointed  Chief Financial  Officer.  Mr. Robert Smith,
the Company's  previous  President and Chief  Executive  Officer will serve as a
consultant  to the  Company.  Prior  directors  of the  Board of  Directors  who
consisted of Messrs.  Chris  Schofield,  Thomas O'Neil,  Jr. and Robert Boschert
have resigned.  Further,  Mr. Philip Swany has also resigned as Chief  Financial
Officer and effective  December 31, 2001, Mr. Chris  Schofield will no longer be
associated with Digital Power Limited.

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

Item 9. Regulation FD Disclosure

Exhibit No.     Exhibit Description

99.1            Press release announcing agreement with Telkoor
                Telecom Ltd. dated November 20, 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:  November 20, 2001           /s/  David Amitai
                                    --------------------------------------
                                    David Amitai,
                                    Chief Executive Officer
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{"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": "1797681"}, "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"}}
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) November 16, 2001

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

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

     Digital  Power  Corporation,   a  California  corporation  (the  "Company")
announces  completion of its securities  purchase agreement with Telkoor Telecom
Ltd., a limited liability company organized under the laws of Israel.  Under the
securities purchase agreement,  Telkoor Telecom acquired (i) 1,250,000 shares of
common stock (ii) a warrant to purchase an additional  900,000  shares of common
stock at $1.25  per  share;  and  (iii) a  warrant  to  purchase  an  additional
1,000,000  shares of common stock at $1.50 per share for the aggregate  purchase
price of $1,250,000. The 900,000 share warrant will expire sixty (60) days after
the Company files its Form 10-KSB for the year ending  December 31, 2002 and the
1,000,000 share warrant will expire on December 31, 2003.

     Further, pursuant to the securities purchase agreement, the Company's Board
of Directors now consists of Mr. Ben-Zion  Diamant,  Chairman of the Board,  Mr.
David Amitai Mr. Mark L. Thum , Mr. Robert O. Smith and Mr. Scott McDonald.  Mr.
Amitai has also been appointed as President and Chief Executive Officer, and Mr.
Uri Friedlander has been appointed  Chief Financial  Officer.  Mr. Robert Smith,
the Company's  previous  President and Chief  Executive  Officer will serve as a
consultant  to the  Company.  Prior  directors  of the  Board of  Directors  who
consisted of Messrs.  Chris  Schofield,  Thomas O'Neil,  Jr. and Robert Boschert
have resigned.  Further,  Mr. Philip Swany has also resigned as Chief  Financial
Officer and effective  December 31, 2001, Mr. Chris  Schofield will no longer be
associated with Digital Power Limited.

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

Item 9. Regulation FD Disclosure

Exhibit No.     Exhibit Description

99.1            Press release announcing agreement with Telkoor
                Telecom Ltd. dated November 20, 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:  November 20, 2001           /s/  David Amitai
                                    --------------------------------------
                                    David Amitai,
                                    Chief Executive Officer