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) May 13, 2004



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


             California               1-12711                94-1721931
             ----------               -------                ----------
          (State or other          (Commission            (I.R.S. Employer
            jurisdiction             File No.)           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 7. Financial Statements and Exhibits.

         Exhibit No.      Exhibit Description

         99               Press release announcing first quarter results

Item 12.  Regulation FD Disclosure.

         Digital Power Corporation  announced  its results for the first quarter
of fiscal year 2004 on the attached press release.







                                    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:  May 20, 2004                        /s/ Haim Yatim
                                            --------------------------------
                                            Haim Yatim,
                                            Chief Financial Officer