CALIFORNIA                              94-1721931
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)              Identification No.)

41920 Christy Street, Fremont, California 94538-3158; 510-657-2635
(Address, zip code, and telephone number of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                Name of each
to be so registered                exchange on which
                                   each class is to be
                                   registered

Common Stock                       American Stock
Purchase Warrants                  Exchange (AMEX)

Securities to be registered pursuant to Section 12(g) of the Act:

Title of each class                Name of each
to be so registered                exchange on which
                                   each class is to be
                                   registered

None                               N/A

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

A description of Digital Power Corporation's (the "Company's") common stock purchase warrants is incorporated by reference to the Company's definitive prospectus filed pursuant to Rule 424(b) with the Commission on December 16, 1996.

ITEM 2. EXHIBITS.

The following exhibits are filed herewith (or incorporated by reference as indicated below):

1. Amended and Restated Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2.

2. Amendment to Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form SB-2.

3. Bylaws of the Registrant incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form SB-2.

4. Specimen Common Stock Certificate incorporated by reference to Exhibit 4.1 to Pre-effective Amendment No. 1 to the Company's Registration Statement on Form SB-2, incorporated herein by reference.

5. Specimen Warrant incorporated by referenced to Exhibit 4.2 to the Company's Registration Statement on Form SB-2.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

DIGITAL POWER CORPORATION,
A CALIFORNIA CORPORATION

Date: September 11, 1997

By: ROBERT O. SMITH

Robert O. Smith,
President and Chief Executive Officer