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) January 12, 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 January 12, 2004,  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 290,023
shares  of  common  stock  for  the  aggregate   purchase   price  of  $250,000.
Additionally,  Telkoor may invest an  additional  $250,000 on or before June 30,
2004. The purchase price per share for the additional  investment is the average
closing  price of the  Company's  common stock twenty (20) trading days prior to
notice of intent to invest.  Computed terms of the  transaction  can be found in
the Securities Purchase Agreement attached as Exhibit 10.

     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 2,440,023 shares of common
stock.

ITEM 9.  REGULATION FD DISCLOSURE

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

         10        Securities Purchase Agreement [Form of]

         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:  January 12, 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) January 12, 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 January 12, 2004,  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 290,023
shares  of  common  stock  for  the  aggregate   purchase   price  of  $250,000.
Additionally,  Telkoor may invest an  additional  $250,000 on or before June 30,
2004. The purchase price per share for the additional  investment is the average
closing  price of the  Company's  common stock twenty (20) trading days prior to
notice of intent to invest.  Computed terms of the  transaction  can be found in
the Securities Purchase Agreement attached as Exhibit 10.

     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 2,440,023 shares of common
stock.

ITEM 9.  REGULATION FD DISCLOSURE

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

         10        Securities Purchase Agreement [Form of]

         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:  January 12, 2004                    /s/ Haim Yatim
        ----------------                    --------------------------
                                            Haim Yatim,
                                            Chief Financial Officer