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                                  UNITED STATES
                       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): June 15, 2006

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

        California                        1-12711                 94-1721931
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(State or other jurisdiction            (Commission            (I.R.S. Employer
     of incorporation)                   File No.)           Identification No.)

                 41920 Christy Street, Fremont, California 94538
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               (Address of principal executive offices) (Zip Code)

                                 (510) 657-2635
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              (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))

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SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

          On June 13, 2006, Digital Power Corporation (the "Company") received a
written notice from the American Stock Exchange (the "AMEX") notifying the
Company it has evidenced compliance with the requirements necessary for
continued listing on the AMEX, subject to the provisions of section 1009 (h) of
the AMEX Company Guide which reads as follows:

         "If the company, within 12 months of the end of the Plan Period
         (including any early termination of the Plan Period under the
         procedures described in paragraph (g)), is again determined to be below
         continued listing standards, the Exchange staff will examine the
         relationship between the two incidents of falling below continued
         listing standards and re-evaluate the company's method of financial
         recovery from the first incident. It will then take appropriate action,
         which, depending upon the circumstances, may include truncating the
         procedures described above or immediately initiating delisting
         proceedings."

         Previously, on May 3, 2005, the Company had announced that it was
subject to delisting because of its shareholders' equity of less than
$4,000,000, losses from continuing operations, and/or net losses in three out of
its four most recent fiscal years. In order to maintain its AMEX listing, the
Company submitted a recovery plan on June 3, 2005, advising the AMEX of actions
it had taken or would take to bring the Company into compliance with the
continued listing standards within a maximum of 18 months. On June 28, 2005, the
AMEX approved the Company's recovery plan and allowed uninterrupted trading of
the Company's common stock

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

  Exhibit No.                     Exhibit Description
  ------------   ---------------------------------------------------------------
     99          Press release dated June 19, 2006 titled "Digital Power
                 Corporation Reports Reinstatement of continued listing On AMEX"



                                    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: June 20, 2006                       /s/ Jonathan Wax
                                           -------------------------------------
                                           Jonathan Wax,
                                           Chief Executive Officer and President



                                  EXHIBIT INDEX

  Exhibit No.                     Description
  -----------    ---------------------------------------------------------------
     99          Press release dated June 19, 2006 titled "Digital Power
                 Corporation Reports Reinstatement of continued listing On AMEX"