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 31, 2003



                            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 31, 2003, Digital Power Corporation, a California corporation (the
"Company") executed a securities purchase agreement with Telkoor Telecom Ltd., a
limited liability company organized under the laws of Israel ("Telkoor").  Under
the securities  purchase  agreement,  Telkoor  acquired 900,000 shares of common
stock for the aggregate purchase price of $600,000. The per share purchase price
of  approximately  $0.66 per share  represents a premium of 21% over the closing
price of $0.55 for a share of common stock on March 31,  2003.  As a part of the
transaction,  Telkoor's  900,000 share warrant was cancelled.  The warrant would
have expired on May 23, 2003.

     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 2,150,000 shares of common
stock and warrants to purchase 1,000,000 shares of common stock.

Item 9. Regulation FD Disclosure

         Exhibit No.            Exhibit Description
         -----------            -------------------
              10                Securities Purchase Agreement [Form]

              99                Press release announcing agreement with  Telkoor
                                Telecom Ltd.



<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:  April 1, 2003                       /s/Haim Yatim
                                            ---------------------------
                                            Haim Yatim,
                                            Chief Financial Officer
[{"type": "8-K", "sequence": "1", "filename": "form8kfor033103.txt", "secsgml_size_bytes": 3190}]
{"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": "03640457"}, "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) March 31, 2003

                            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 31, 2003, Digital Power Corporation, a California corporation (the
"Company") executed a securities purchase agreement with Telkoor Telecom Ltd., a
limited liability company organized under the laws of Israel ("Telkoor").  Under
the securities  purchase  agreement,  Telkoor  acquired 900,000 shares of common
stock for the aggregate purchase price of $600,000. The per share purchase price
of  approximately  $0.66 per share  represents a premium of 21% over the closing
price of $0.55 for a share of common stock on March 31,  2003.  As a part of the
transaction,  Telkoor's  900,000 share warrant was cancelled.  The warrant would
have expired on May 23, 2003.

     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 2,150,000 shares of common
stock and warrants to purchase 1,000,000 shares of common stock.

Item 9. Regulation FD Disclosure

         Exhibit No.            Exhibit Description
         -----------            -------------------
              10                Securities Purchase Agreement [Form]

              99                Press release announcing agreement with  Telkoor
                                Telecom Ltd.
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:  April 1, 2003                       /s/Haim Yatim
                                            ---------------------------
                                            Haim Yatim,
                                            Chief Financial Officer