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): June 28, 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))

<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 June 28, 2005,  American  Stock Exchange (the "AMEX")  approved  Digital
Power Corp.'s (the  "Company")  recovery  plan and will  continue  uninterrupted
trading of the Company's  common stock on the AMEX.  The recovery plan submitted
to the AMEX  advises it of actions  the  Company has taken or will take to bring
the Company into compliance with the continued listing  standards.  The targeted
completion date of the plan is November 3, 2006.

     The  Company  is not  currently  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.  Listing is being continued  pursuant to an extension.  During the
plan period, the Company 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 by November 3, 2006 or fails the periodic
reviews, the AMEX will likely initiate delisting  proceedings.  If the Company's
shares of common stock are delisted,  this may affect 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 July 5, 2005, titled
                                    "AMEX Approved Digital Power's
                                    Recovery Plan"





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


<PAGE>


                                  EXHIBIT INDEX


         Exhibit No.                Exhibit Description
         -----------                -------------------
         99                         Press release dated July 5, 2005, titled
                                    "AMEX Approved Digital Power's
                                    Recovery Plan"
[{"type": "8-K", "sequence": "1", "filename": "for0628052.txt", "secsgml_size_bytes": 4750}]
{"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": "05938420"}, "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): June 28, 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
------------------------------------------

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

     On June 28, 2005,  American  Stock Exchange (the "AMEX")  approved  Digital
Power Corp.'s (the  "Company")  recovery  plan and will  continue  uninterrupted
trading of the Company's  common stock on the AMEX.  The recovery plan submitted
to the AMEX  advises it of actions  the  Company has taken or will take to bring
the Company into compliance with the continued listing  standards.  The targeted
completion date of the plan is November 3, 2006.

     The  Company  is not  currently  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.  Listing is being continued  pursuant to an extension.  During the
plan period, the Company 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 by November 3, 2006 or fails the periodic
reviews, the AMEX will likely initiate delisting  proceedings.  If the Company's
shares of common stock are delisted,  this may affect 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 July 5, 2005, titled
                                    "AMEX Approved Digital Power's
                                    Recovery Plan"
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 5, 2005        /s/ Johnathan Wax
                            -------------------------------------
                            Jonathan Wax,
                            Chief Executive Officer and President
EXHIBIT INDEX

         Exhibit No.                Exhibit Description
         -----------                -------------------
         99                         Press release dated July 5, 2005, titled
                                    "AMEX Approved Digital Power's
                                    Recovery Plan"