U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1


         [X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 for the quarterly period ended March 31,
                  2005

         [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 for the transition period from _______ to
                  _______

         COMMISSION FILE NUMBER   1-12711


                            DIGITAL POWER CORPORATION
        (Exact name of small business issuer as specified in its charter)


         California                                       94-1721931
         ----------                                       ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                  41920 Christy Street, Fremont, CA 94538-3158
                    (Address of principal executive offices)

                                 (510) 657-2635
                          (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

Number of shares of common stock outstanding as of May 6, 2005: 6,161,859





Explanatory Note

The Company is filing this amendment to re-file exhibits 31.1, 31.2 and 32.

ITEM 6.  EXHIBITS

     Exhibits

     31.1Certification of the CEO under the Sarbanes-Oxley Act 31.2Certification
     of the CFO under the Sarbanes-Oxley Act 32 Certification of the CEO & CFO
     under the Sarbanes-Oxley Act







                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this amendment no. 1 to report on Form 10-Q to be signed on its behalf by
the undersigned, thereunto duly authorized.

                              DIGITAL POWER CORPORATION
                              (Registrant)


                              /S/ Jonathan Wax
Date:   August 11, 2005       -------------------------
                              Jonathan Wax,
                              Chief Executive Officer
                              (Principal Executive Officer)


                              /s/ Leo Yen
Date:  August 11, 2005        -------------------------
                              Leo Yen,
                              Chief Financial Officer
                              (Principal Financial Officer)