U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A-2
(Mark One)
         [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 For the fiscal year ended December 31,
                  2004

                         Commission File Number 1-12711

                            DIGITAL POWER CORPORATION
                 (Name of small business issuer in its charter)

        California                         3679                     94-1721931
        ----------                         ----                     ----------
(State or other jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer
 Incorporation or organization)      Classification Code)    Identification No.)

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

                                  510-657-2635
                           (Issuer's Telephone Number)

Securities registered under Section 12(b) of the Exchange Act:

         Title of Each Class           Name of Each Exchange on Which Registered
         Common Stock                  American Stock Exchange

Securities registered under Section 12(g) of the Exchange Act:
         Title of Each Class
         None

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Revenues for the year ended December 31, 2004, were $8,713,000.

As of April 29, 2004, the aggregate market value of the voting common stock held
by non-affiliates was approximately $2,733,137 based on the closing price of
$0.82 per share.

As of April 29, 2004, the number of shares of common stock outstanding was
6,161,859.

Transitional Small Business Disclosure Format (check one):  Yes [  ]   No [X]





Explanatory Note

The Company is filing this amendment number 2 to re-file exhibits 31.1, 31.2 and
32.

ITEM 13.  EXHIBITS

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



                                       2






                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  amendment  no. 2 to this report on Form 10-KSB to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   DIGITAL POWER CORPORATION,
                                   a California Corporation



                                   /s/ Jonathan Wax
Dated: August 11, 2005             -----------------------------
                                   Jonathan Wax,
                                   Chief Executive Officer
                                   (Principal Executive Officer)



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