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) September 10, 2002



                            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)

                                 (510) 657-2635
              (Registrant's telephone number, including area code)






ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

     On September 10, 2002, Digital Power Corporation (the "Registrant") engaged
the accounting firm of Ernst & Young, as its independent  certifying accountants
for the  remainder  of the fiscal  year  ending  December  31,  2002,  including
preparation  of the audit and Form 10-KSB for the fiscal year ended December 31,
2002. On that same date, the Registrant  notified Hein + Associates LLP of their
dismissal.  Hein +  Associates  LLP was the  independent  certifying  accountant
previously engaged to audit the Registrant's financial statements for the fiscal
years and periods ended December 31, 2000 and December 31, 2001. The decision to
change  accountants  was approved by the Audit  Committee  and the full Board of
Directors of the Registrant.

     During the  Registrant's  two most recent  fiscal  years and periods  ended
December  31, 2000 and  December  31,  2001 and the  subsequent  interim  period
through  September 10, 2002, there were no disagreements  between the Registrant
and Hein + Associates  LLP on any matter of accounting  principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make  reference in connection  with their opinion to the subject  matter of this
disagreement.

     None  of  the  "reportable   events"  described  under  Item  304(a)(1)  of
Regulation  S-KB occurred within the  Registrant's  two most recent fiscal years
and the subsequent interim period through September 10, 2002.

     The  audit  report  of  Hein +  Associates  LLP on  consolidated  financial
statements of the Registrant and subsidiaries as of and for the fiscal years and
periods  ended  December 31, 2000 and  December  31,  2001,  did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty,  audit scope or accounting principles.  The Registrant requested
Hein +  Associates  LLP  furnish a letter  to the  Registrant  addressed  to the
Securities and Exchange  Commission  stating whether it agrees with the above. A
letter from Hein + Associates LLP is attached as Exhibit 16.1.

     During the  Registrant's  two most recent  fiscal  years and periods  ended
December  31, 2000 and  December  31,  2001 and the  subsequent  interim  period
through  September 10, 2002,  the  Registrant did not consult with Ernst & Young
regarding any of the matters or events set forth in Item  304(a)(2)(i)  and (ii)
of Regulation S-KB.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     Exhibit No.      Exhibit Description

     16.1             Letter  of  Hein  +  Associates  LLP regarding  change  in
                      certifying accountant





                                    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:  9/11/02                    /S/ DAVID AMITAI
                                   --------------------------------------------
                                   David Amitai,
                                   Chief Executive Officer


Dated:  9/11/02                    /S/ HAIM YATIM
                                   --------------------------------------------
                                   Haim Yatim,
                                   Chief Financial Officer



                                  EXHIBIT 16.1


                              HEIN + ASSOCIATES LLP

                  Certified Public Accountants and Consultants
                 Southern California - Denver - Dallas - Houston



September 11, 2002


Securities and Exchange Commission
Washington, D. C. 20549

Re: Digital Power Corporation (Commission File No. 1-12711)


Gentlemen:

We have read Item 4 of Digital Power Corporation's Form 8-K, dated September 10,
2002 and are in agreement with the statements  contained  therein as they relate
to us.


Very truly yours,
/S/ HEIN + ASSOCIATES LLP

HEIN + ASSOCIATES LLP
Orange, California