UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  Form 8-K/A-1

                                 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 22, 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) (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 5 - Corporate Governance and Management
-----------------------------------------------

Item 5.02 Departure of Directors or Principal  Officers,  Election of Directors;
Appointment of Principal Officers

(b) Digital Power  Corporation is filing this amended  current report to clarify
that,  Mr. Uzi Sasson,  who resigned as the Interim Chief  Financial  Officer on
November 22, 2004,  assumed a full-time  position with a power related  company,
not a competitor.







                                    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: December 6, 2004                           /s/ Jonathan Wax
       -------------------                        ------------------------------
                                                  Jonathan Wax,
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)