**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-Q**
 
 (Mark
        One)
 
 x**QUARTERLY
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934**
 
 For
        the
        quarterly period ended October
        27, 2007
 
 or
 
  ̈**TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934**
 
 For
        the
        transition period from

        to
 
 Commission
        File Number: 0-3319
 
 DEL
                  GLOBAL TECHNOLOGIES CORP.(Exact
                  name of registrant as specified in its
                  charter)
 
 New
                  York
              13-1784308(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)
 
 11550
                  West King Street, Franklin Park, IL
              60131(Address
                  of principal executive offices)
              (Zip
                  Code)
 
 847-288-7000(Registrant’s
                  telephone number, including area code)(Former
                  name, former address and former fiscal year, if changed since last
                  report)
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 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
         ̈
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of 
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
        Act. (Check one):
 Large
        accelerated filer  ̈                 Accelerated
        filer  ̈                 Non-accelerated
        filer x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).     Yes  ̈     No
x
 
 The
          number of shares of Registrant's common stock outstanding as of November
          30,
          2007 was 24,178,806.
  1
 Table
            of Contents
  **DEL
        GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES**
 
 **Tableof
        Contents**
  
 Part
                  I.
              Financial
                  Information:
              Page
                  No.Item
                  1.  Financial Statements (Unaudited)Consolidated
                  Statements of Operations for the Three
                  Months ended October 27, 2007 and October 28, 2006
              3Consolidated
                  Balance Sheets – October 27, 2007 and July
                  28, 2007
              4-5Consolidated
                  Statements of Cash Flows for the Three
                  Months ended October 27, 2007 and October 28, 2006
              6Notes
                  to Consolidated Financial
                  Statements
              7-14Item
                  2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
              15-22Item
                  3.  Quantitative and Qualitative
                  Disclosures about Market Risk
              22Item
                  4T.  Controls and
                  Procedures
              23Part
                  II.
              Other
                  Information:Item
                  1.  Legal Proceedings
              24-25Item
                  1A. Risk Factors
              25Item
                  6.  Exhibits
              25Signatures
              26Ex.
                31.1: CertificationEx.
                31.2: CertificationEx.
                32.1: CertificationEx.
                32.2: Certification
 
   2
 Table
            of Contents
  **PART
        I  FINANCIAL INFORMATION**
 **ITEM
        1  FINANCIAL STATEMENTS**
 DEL
          GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
 CONSOLIDATED
          STATEMENTS OF OPERATIONS
 (DOLLARS
          IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
 (UNAUDITED)
 Three
                  Months EndedOctober
                  27,
              
              
              October
                  28,2007
              
              
              2006NET
                  SALES
              
              $
              26,716
              
              
              $
              19,286COST
                  OF SALES
              
              
              20,285
              
              
              
              15,275GROSS
                  MARGIN
              
              
              6,431
              
              
              
              4,011Selling,
                  general and administrative
              
              
              3,740
              
              
              
              3,342Research
                  and development
              
              
              481
              
              
              
              430Total
                  operating expenses
              
              
              4,221
              
              
              
              3,772OPERATING
                  INCOME
              
              
              2,210
              
              
              
              239Interest
                  expense, net of interest income of $53 and $0 in 2008 and 2007,
                  respectively
              
              
              (70
              )
              
              
              (327
              )Other
                  income (loss)
              
              
              (7
              )
              
              
              9INCOME
                  (LOSS) BEFORE INCOME TAX PROVISION
              
              
              2,133
              
              
              
              (79
              )INCOME
                  TAX PROVISION
              
              
              1,026
              
              
              
              408NET
                  INCOME (LOSS)
              
              $
              1,107
              
              
              $
              (487
              )NET
                  INCOME (LOSS) PER BASIC SHARE
              
              $
              0.05
              
              
              $
              (0.04
              )Weighted
                  average shares outstanding
              
              
              24,161,407
              
              
              
              11,645,689NET
                  INCOME (LOSS) PER DILUTED SHARE
              
              $
              0.04
              
              
              $
              (0.04
              )Weighted
                  average shares outstanding
              
              
              24,722,392
              
              
              
              11,645,689
 
 
 See
        notes to consolidated financial statements.
  3
 Table
            of Contents
  DEL
          GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
 CONSOLIDATED
          BALANCESHEETS
 (DOLLARS
          IN THOUSANDS EXCEPT PAR VALUE)
 (UNAUDITED)
 
 ASSETS
  
 October
                  27,
              
              
              July
                  28,2007
              
              
              2007CURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              5,876
              
              
              $
              7,860Trade
                  receivables (net of allowance for doubtful accounts of $1,686 and
                  $1,569
                  at October 27, 2007 and July 28, 2007, respectively)
              
              
              22,776
              
              
              
              21,221Inventories
              
              
              21,259
              
              
              
              21,930Prepaid
                  expenses and other current assets
              
              
              900
              
              
              
              1,180Total
                  current assets
              
              
              50,811
              
              
              
              52,191NON-CURRENT
                  ASSETS:Property
                  plant and equipment, net
              
              
              6,674
              
              
              
              6,511Deferred
                  income taxes
              
              
              1,050
              
              
              
              1,011Goodwill
              
              
              6,437
              
              
              
              6,437Other
                  assets
              
              
              160
              
              
              
              189Total
                  non-current assets
              
              
              14,321
              
              
              
              14,148TOTAL
                  ASSETS
              
              $
              65,132
              
              
              $
              66,339
 
  See
        notes to consolidated financial statements.
  4
 Table
            of Contents
 DEL
          GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
 CONSOLIDATED
          BALANCE SHEETS
 (DOLLARS
          IN THOUSANDS EXCEPT PAR VALUE)
 (UNAUDITED)
 
 LIABILITIES
          AND SHAREHOLDERS' EQUITY
 
 October
                  27,
              
              
              July
                  28,2007
              
              
              2007CURRENT
                  LIABILITIES:Current
                  portion of long-term debt
              
              $
              1,223
              
              
              $
              1,086Accounts
                  payable - trade
              
              
              12,430
              
              
              
              17,125Accrued
                  expenses
              
              
              7,803
              
              
              
              7,432Income
                  taxes payable
              
              
              2,692
              
              
              
              1,570Total
                  current liabilities
              
              
              24,148
              
              
              
              27,213NON-CURRENT
                  LIABILITIES:Long-term
                  debt, less current portion
              
              
              5,229
              
              
              
              5,398Deferred
                  income taxes
              
              
              292
              
              
              
              292Other
                  long-term liabilities
              
              
              3,285
              
              
              
              3,240Total
                  non-current liabilities
              
              
              8,806
              
              
              
              8,930Total
                  liabilities
              
              
              32,954
              
              
              
              36,143COMMITMENTS
                  AND CONTINGENCIESSHAREHOLDERS'
                  EQUITY:Common
                  stock, $.10 par value;Authorized
                  50,000,000; issued-24,801,576 and 24,753,526 at October 27, 2007
                  and July
                  28, 2007, respectively
              
              
              2,480
              
              
              
              2,475Additional
                  paid-in capital
              
              
              79,970
              
              
              
              79,726Treasury
                  shares – 622,770 shares, at cost
              
              
              (5,546
              )
              
              
              (5,546
              )Accumulated
                  other comprehensive income
              
              
              2,514
              
              
              
              1,880Accumulated
                  deficit
              
              
              (47,240
              )
              
              
              (48,339
              )Total
                  shareholders' equity
              
              
              32,178
              
              
              
              30,196TOTAL
                  LIABILITIES AND SHAREHOLDERS' EQUITY
              
              $
              65,132
              
              
              $
              66,339
 
  See
        notes
        to consolidated financial statements.
    5
 Table
            of Contents
  DEL
          GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
 CONSOLIDATED
          STATEMENTS OF CASHFLOWS
 (DOLLARS
          IN THOUSANDS)
 (UNAUDITED)
 Three
                  Months EndedOctober
                  27,
              
              
              October
                  28,2007
              
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  income (loss)
              
              $
              1,107
              
              
              $
              (487
              )Adjustments
                  to reconcile net income (loss) to netcash
                  (used in) provided by operating activities: Depreciation and
                  amortization
              
              
              227
              
              
              
              244Deferred
                  income tax provision
              
              
              11
              
              
              
              9Imputed
                  interest – subordinated note
              
              
              -
              
              
              
              68Stock
                  based compensation expense
              
              
              172
              
              
              
              46Other
              
              
              -
              
              
              
              57Changes
                  in operating assets and liabilities:Trade
                  receivables
              
              
              (803
              )
              
              
              934Inventories
              
              
              1,370
              
              
              
              (1,175
              )Prepaid
                  expenses and other current assets
              
              
              352
              
              
              
              (116
              )Other
                  assets
              
              
              32
              
              
              
              26Accounts
                  payable – trade
              
              
              (5,177
              )
              
              
              (954
              )Accrued
                  expenses
              
              
              148
              
              
              
              1,432Payment
                  of accrued litigation settlement costs
              
              
              -
              
              
              
              (50
              )Income
                  taxes payable
              
              
              1,012
              
              
              
              400Other
                  long-term liabilities
              
              
              (107
              )
              
              
              56Net
                  cash (used in) provided by operating activities
              
              
              (1,656
              )
              
              
              490CASH
                  FLOWS FROM INVESTING ACTIVITIES:Property
                  plant and equipment purchases
              
              
              (163
              )
              
              
              (193
              )Net
                  cash used in investing activities
              
              
              (163
              )
              
              
              (193
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Borrowing
                  under short-term credit facilities
              
              
              -
              
              
              
              7,806Repayment
                  under short-term credit facilities
              
              
              -
              
              
              
              (9,057
              )Borrowing
                  of long-term debt
              
              
              -
              
              
              
              1,557Repayment
                  of long-term debt
              
              
              (345
              )
              
              
              (433
              )Proceeds
                  from stock option exercises
              
              
              -
              
              
              
              17Proceeds
                  from warrant exercises
              
              
              68
              
              
              
              -Net
                  cash used in financing activities
              
              
              (277
              )
              
              
              (110
              )EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              112
              
              
              
              2CASH
                  AND CASH EQUIVALENTS (DECREASE) INCREASE FOR THE PERIOD
              
              
              (1,984
              )
              
              
              189CASH
                  AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD
              
              
              7,860
              
              
              
              333CASH
                  AND CASH EQUIVALENTS, END OF THE PERIOD
              
              $
              5,876
              
              
              $
              522SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:Cash
                  paid
                  forInterest
              
              $
              107
              
              
              $
              145Taxes
              
              
              -
              
              
              
              -
 
 
 See
        notes to consolidated financial
        statements.
  6
 Table
              of Contents
 **DEL
            GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES**
 **NOTESTO
            CONSOLIDATED FINANCIAL STATEMENTS**
 (Dollars
            in thousands, except share data)
 (Unaudited)
 **BASIS
          OF PRESENTATION**
 
 The
          accompanying unaudited consolidated financial statements have been prepared
          in
          accordance with accounting principles generally accepted in the United
          States
          for interim financial information and with the instructions to Form 10-Q
          and
          Article 10 of Regulation S-X.  Accordingly, they do not include all of
          the information and footnotes required by accounting principles generally
          accepted in the United States of America for complete financial
          statements.  In the opinion of management, all adjustments (consisting
          only of normal recurring adjustments) considered necessary for a fair
          presentation of the results for the interim period have been
          included.  Results of operations for the interim periods are not
          necessarily indicative of the results that may be expected for the full
          year.  These consolidated financial statements should be read in
          conjunction with the financial statements and the notes thereto included
          in the
          Company's annual report on Form 10-K filed with the Securities and Exchange
          Commission for the fiscal year ended July 28, 2007.  Certain prior
          year’s amounts have been reclassified to conform to the current period
          presentation.
 
 The
          Company’s fiscal year-end is based on a 52/53-week cycle ending on the Saturday
          nearest to July 31. Results of the Company’s subsidiary, Villa Sistemi Medicali
          S.p.A. (“Villa”), are consolidated into Del Global’s consolidated financial
          statements based on a fiscal year that ends on June 30 and are reported
          on a
          one-month lag.
 
 **REVENUE
          RECOGNITION**
 
 The
          Company recognizes revenue upon shipment, provided there is persuasive
          evidence
          of an arrangement, there are no uncertainties concerning acceptance, the
          sales
          price is fixed, collection of the receivable is probable and only perfunctory
          obligations related to the arrangement need to be completed.  The
          Company maintains a sales return allowance, based upon historical patterns,
          to
          cover estimated normal course of business returns, including defective
          or out of
          specification product. The Company’s products are covered primarily by one year
          warranty plans and in some cases optional extended warranties for up to
          five
          years are offered. The Company establishes allowances for warranties on
          an
          aggregate basis for specifically identified, as well as anticipated, warranty
          claims based on contractual terms, product conditions and actual warranty
          experience by product line. The Company recognizes service revenue when
          repairs
          or out of warranty repairs are completed. The Company has a Food & Drug
          Administration obligation to continue to provide repair service for certain
          medical systems for up to seven years past the warranty period. These repairs
          are billed to the customers at market rates.
 
 **NEW
          ACCOUNTING PRONOUNCEMENTS**
 
 In
          June
          2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for
          Uncertainty in Income Taxes”— an interpretation of SFAS No. 109. FIN 48 requires
          that the Company  recognize the financial statement effects of a tax
          position when it is more likely than not, based on the technical merits,
          that
          the position will be sustained upon examination. As used in this
          Interpretation, the term more likely than not means a likelihood of more
          than 50
          percent. The terms examined and upon examination also include resolution
          of the
          related appeals or litigation processes, if any. The determination of whether
          or
          not a tax position has met the more-likely-than-not recognition threshold
          is to
          be determined based on the facts, circumstances, and information available
          at
          the reporting date.
  FIN
          48
          was adopted by the Company beginning July 29, 2007.
  7
 Table
              of Contents
  The
          adoption of FIN 48 did not have any impact on the Company’s statement of
          financial position or on its results of
          operations.
 
 The
          Company’s primary income tax jurisdictions are in the United States and
          Italy.  The Company is currently not under audit in either
          jurisdiction. All tax years in both jurisdictions since 2003 are open pursuant
          to statutes.
 
 It
          is the
          Company’s practice to recognize interest and/or penalties related to income tax
          matters in tax expense.  As of October 27, 2007, there were no
          material interest or penalty amounts to accrue.
 
 In
          September 2006, the FASB issued SFAS No 157, “Fair Value Measurements,” which
          defines fair value, establishes a framework for measuring fair value in
          generally accepted accounting principles, and expands disclosures about
          fair
          value measurements.  SFAS No. 157 does not require any new fair value
          measurements, but provides guidance on how to measure fair value by providing
          a
          fair value hierarchy used to classify the source of the
          information.  Portions of this statement are effective for the Company
          beginning July 1, 2008 while others have been deferred until fiscal
          2009.  The Company has not evaluated the impact that the adoption of
          SFAS No. 157 will have on its financial statements at this time.
 
 In
          February 2007, the FASB released SFAS No. 159, “Fair Value Option for Financial
          Assets and Financial Liabilities.”  This statement permits entities to
          choose to measure many financial instruments and certain other items at
          fair
          value.  This Statement is effective for financial statements issued
          for fiscal years beginning after November 15, 2007, and interim periods
          within
          those years.  The Company has not evaluated the impact that the
          adoption of SFAS No. 159 will have on its financial statements at this
          time.
 
 **INVENTORIES**
 
 Inventories
          are stated at the lower of cost (first-in, first-out) or
          market.  Inventories and their effect on cost of sales are determined
          by physical count for annual reporting purposes and are evaluated using
          perpetual inventory records for interim reporting periods.  For
          certain subsidiaries during interim periods the Company estimates the amount
          of
          labor and overhead costs related to finished goods inventories.  As of
          October 27, 2007, finished goods represented approximately 26.2% of the
          gross
          carrying value of our total gross inventory.  The Company believes the
          estimation methodologies used to be appropriate and are consistently
          applied.
 
 Inventory
          at October 27, 2007 and July 28, 2007 is as follows:
 
 October
                    27,
                
                
                July
                    28,2007
                
                
                2007Raw
                    materials and purchased parts
                
                $
                14,635
                
                
                $
                15,237Work-in-process
                
                
                4,035
                
                
                
                3,910Finished
                    goods
                
                
                6,625
                
                
                
                6,65225,295
                
                
                
                25,799Less
                    allowance for obsolete and excess inventory
                
                
                (4,036
                )
                
                
                (3,869
                )Total
                    inventory
                
                $
                21,259
                
                
                $
                21,930
 
  8
 Table
              of Contents
  
 **PRODUCT
          WARRANTIES**
 
 The
          Company's products are covered primarily by one-year warranty plans and
          in some
          cases optional extended contracts may be offered covering products for
          periods
          up to five years, depending upon the product and contractual terms of
          sale.  The Company establishes allowances for warranties on an
          aggregate basis for specifically identified, as well as anticipated, warranty
          claims based on contractual terms, product conditions and actual warranty
          experience by product line.
 
 The
          activity in the warranty reserve accounts in the first quarters of fiscal
          2008
          and 2007 is as follows:
 
 
 Three
                    Months EndedOctober
                    27,
                
                
                October
                    28,2007
                
                
                2006Balance
                    at beginning of period
                
                $
                1,065
                
                
                $
                1,010Provision
                    for anticipated warranty claims
                
                
                159
                
                
                
                162Costs
                    incurred related to warranty claims
                
                
                (104
                )
                
                
                (121
                )Effect
                    of foreign currency fluctuation
                
                
                48
                
                
                
                -Balance
                    at end of period
                
                $
                1,168
                
                
                $
                1,051
 
 The
          liability related to warranties is included in accrued expenses on the
          accompanying Consolidated Balance Sheets.
 
 **COMPREHENSIVE
          INCOME (LOSS)**
 
 Comprehensive
          income (loss) for the Company includes foreign currency translation adjustments
          and net income (loss) reported in the Company's Consolidated Statements
          of
          Operations.
 
 Comprehensive
          income (loss) for fiscal 2008 and 2007 periods presented was as
          follows:
 
 Three
                    Months EndedOctober
                    27,
                
                
                October
                    28,2007
                
                
                2006Net
                    income (loss)
                
                $
                1,107
                
                
                $
                (487
                )Foreign
                    currency translation adjustments
                
                
                634
                
                
                
                (192
                )Comprehensive
                    income (loss)
                
                $
                1,741
                
                
                $
                (679
                )
 
 
 **INCOME
          (LOSS) PER SHARE**
 
 Common
          shares outstanding for all periods were reduced by 622,770 shares of treasury
          stock.  The computation of dilutive securities includes the assumed
          conversion of warrants and employee stock options to purchase company stock
          if
          such conversion is dilutive.
   9
 Table
              of Contents
  
 Three
                    Months EndedOctober
                    27,
                
                
                October
                    28,2007
                
                
                2006Numerator:Net
                    income (loss)
                
                $
                1,107
                
                
                $
                (487
                )Denominator:
                    (shares in thousands)Denominator
                    for basic income (loss) per shareWeighted
                    average number of common shares outstanding
                
                
                24,161
                
                
                
                11,646Effect
                    of dilutive securities
                
                
                561
                
                
                
                --Denominator
                    for diluted income (loss)per
                    share
                
                
                24,722
                
                
                
                11,646Income
                    (loss) per common share:basic
                
                $
                0.05
                
                
                $
                (0.04
                )diluted
                
                $
                0.04
                
                
                $
                (0.04
                )
 
 Antidilutive
          securities excluded from above computations:
 
 Three
                    Months EndedOctober
                    27,
                
                
                October
                    28,2007
                
                
                2006Employee
                    stock options
                
                
                1,185
                
                
                
                1,856Warrants
                
                
                --
                
                
                
                940
  
 **SHORT-TERM
          CREDIT FACILITIES AND LONG-TERM DEBT**
 
 On
          August
          1, 2005, the Company entered into a three-year revolving credit and term
          loan
          facility with North Fork Business Capital (the “North Fork Facility”) and repaid
          the prior facility.  During the first quarter of 2007, an average of
          $4,208 was outstanding under this facility.  In March 2007, the
          Company used a portion of the proceeds from the Rights Offering described
          below
          to pay all outstanding balances under this facility as well as $2,505 of
          subordinated notes then outstanding and $146 in related interest.
 
 On
          June
          1, 2007, the North Fork Facility was amended and restated. As restated,
          the
          North Fork Facility provides for a $7.5 million formula based revolving
          credit
          facility based on the Company’s eligible accounts receivable and inventory as
          defined in the credit agreement and a capital expenditure loan facility
          up to
          $1.5 million. Interest on the revolving credit and capital expenditure
          borrowings is payable at prime plus 0.5% or alternatively at a LIBOR rate
          plus
          2.5% Other changes to the terms and conditions of the original loan agreement
          include the modification of covenants, removal of the Villa stock as loan
          collateral and the removal of daily collateral reporting which was part
          of the
          previous asset-based facility requirements.
 
 As
          of
          October 27, 2007, the Company had approximately $9.0 million of availability
          under the North Fork Facility, of which North Fork has reserved $1 million
          against possible litigation settlements.
 
 The
          North
          Fork Facility is subject to commitment fees of 0.5% per annum on the
          daily-unused portion of the facility, payable monthly.  The Company
          granted a security interest to the lender on its US credit facility in
          substantially all of its accounts receivable, inventory, property, plant
          and
          equipment, other assets and intellectual property in the US.
 
 As
          of the
          end of the first quarter of fiscal 2007, the Company was non-compliant
          with the
          tangible net worth covenant under the North Fork Facility. On December
          6, 2006,
          North Fork waived the non-compliance with this covenant for the first quarter
          of
          fiscal 2007 and adjusted the covenant levels going forward through the
          maturity
          of the credit facility. As of October 27, 2007 and July
          28,
          2007, the Company was in compliance with all covenants under the North
          Fork
          Facility.
  10
 Table
              of Contents
  
 The
          Company received a dividend from its Villa subsidiary in October 2006 of
          approximately $1.560 million which was used to pay down amounts outstanding
          under the North Fork Facility, in accordance with provisions of the
          facility.
 
 The
          Company’s Villa subsidiary maintains short term credit facilities which are
          renewed annually with Italian banks.  Currently, these facilities are
          not being utilized and the balance due at October 27, 2007 is
          $0.  Interest rates on these facilities are variable and currently
          range from 3.7 – 14.25%.
 
 Long
          term
          debt at October 27, 2007 and July 28, 2007 is summarized as
          follows:
 
 **October
                    27, 2007**
                
                
                **July
                    28, 2007**Foreign
                    capital lease obligations
                
                $
                2,683
                
                
                $
                2,650Foreign
                    credit facilities
                
                
                2,734
                
                
                
                2,699Foreign
                    Italian government loans
                
                
                1,035
                
                
                
                1,135Total
                    long term debt
                
                
                6,452
                
                
                
                6,484Less
                    current portion of long-term bank debt
                
                
                (1,223
                )
                
                
                (1,086
                )Less
                    current portion of subordinated debt
                
                
                --
                
                
                
                --Long
                    term debt, less current portion
                
                $
                5,229
                
                
                $
                5,398
 
 In
          October 2006, Villa entered into a 1.0 million Euro loan for financing
          of
          R&D projects, with an option for an additional 1 million Euro upon
          completion of 50% of the projects.  Interest is payable at Euribor 3
          months plus 1.3 points, currently 6.092%.  The spread may be reduced
          to 1.04 points upon completion of the project if objectives are
          achieved.  The note is repayable over a 7 year term, with
          reimbursement starting in September 2008.  The note contains a
          financial covenant which provides that the net equity of Villa cannot fall
          below
          5.0 million Euros.  This covenant could limit Villa’s ability to pay
          dividends to the US parent company in the event future losses, future dividends
          or other events should cause Villa’s equity to fall below the defined
          level.
 
 In
          December 2006, Villa entered into a 1.0 million Euro loan with interest
          payable
          at Euribor 3 months plus 0.95 points, currently 5.742%.  The loan is
          repayable in 4 years.
 
 Villa
          is
          also party to two Italian government long-term loans with a fixed interest
          rate
          of 3.425% with principal payable annually through maturity in February
          and
          September 2010.  At October 27, 2007, total principal due is 0.7
          million Euro.  Villa’s manufacturing facility is subject to a capital
          lease obligation which matures in 2011 with an option to
          purchase.  Villa is in compliance with all related financial covenants
          under these short and long-term financings.
 
 **SEGMENT
          INFORMATION**
 
 The
          Company has three reportable segments: Medical Systems Group, Power Conversion
          Group and Other.  The “Other” segment includes unallocated corporate
          costs.  Interim segment information is as follows:
 
 
 Medical
                
                
                PowerFor
                    three months ended
                
                Systems
                
                
                ConversionOctober
                      27, 2007
                
                Group
                
                
                Group
                
                
                Other
                
                
                TotalNet
                    Sales to External Customers
                
                $
                24,084
                
                
                $
                2,632
                
                
                
                -
                
                
                $
                26,716Cost
                    of sales
                
                
                18,616
                
                
                
                1,669
                
                
                
                -
                
                
                
                20,285Gross
                    margin
                
                
                5,468
                
                
                
                963
                
                
                
                -
                
                
                
                6,431Operating
                    expenses
                
                
                3,230
                
                
                
                587
                
                
                
                404
                
                
                
                4,221Operating
                    income (loss)
                
                $
                2,238
                
                
                $
                376
                
                
                $
                (404
                )
                
                $
                2,210
   11
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 Medical
                
                
                PowerFor
                    three months ended
                
                Systems
                
                
                ConversionOctober
                      28, 2006
                
                Group
                
                
                Group
                
                
                Other
                
                
                TotalNet
                    Sales to External Customers
                
                $
                16,621
                
                
                $
                2,665
                
                
                
                -
                
                
                $
                19,286Cost
                    of sales
                
                
                13,462
                
                
                
                1,813
                
                
                
                -
                
                
                
                15,275Gross
                    margin
                
                
                3,159
                
                
                
                852
                
                
                
                -
                
                
                
                4,011Operating
                    expenses
                
                
                2,604
                
                
                
                544
                
                
                
                624
                
                
                
                3,772Operating
                    income (loss)
                
                $
                555
                
                
                $
                308
                
                
                $
                (624
                )
                
                $
                239
 
 **STOCK
          OPTION PLAN AND WARRANTS**
 
 During
          the first quarter of fiscal year 2008, the Company granted options to purchase
          212,500 common shares under the 2007 Incentive Stock Plan at a weighted
          average
          exercise price of $2.72 per share that vested 25% immediately and 25% per
          year
          for the next three years.  The aggregate fair value of these options
          was $409.  The fair values of the grants awarded were determined using
          the following assumptions in the Black-Scholes model: an estimated life
          of seven
          years, volatility of approximately 72% risk free interest rate of 4.20%
          and the
          assumption that no dividends will be paid.
 
 During
          the first quarter of fiscal year 2007, the Company granted options to purchase
          335,000 common shares under the 2007 Incentive Stock Plan at a weighted
          average
          exercise price of $1.45 per share that vested 25% immediately and 25% per
          year
          for the next three years.  The aggregate fair value of these options
          was $232.  The fair values of the grants awarded were determined using
          the following assumptions in the Black-Scholes model: an estimated life
          of seven
          years, volatility of approximately 63% risk free interest rate of 4.72%
          to 4.75%
          and the assumption that no dividends will be paid.
 
 In
          the
          three months ended October 27, 2007 and October 28, 2006, the Company recorded
          $172 and $46, respectively, of compensation expense related to stock
          options.
 
 During
          the first quarter of fiscal 2008, 47,527 warrants were exercised for cash
          proceeds to the Company of $68.  No warrants were exercised in the
          first quarter of fiscal 2007.  As of October 27, 2007 and October 28,
          2006,  527,563 and 575,090 of these warrants were outstanding,
          respectively.
 
 **CONTINGENCIES**
 
 EMPLOYMENT
          MATTERS - The Company had an employment agreement with Samuel Park, the
          previous
          Chief Executive Officer (“CEO”), for the period May 1, 2001 to April 30,
          2004.  The employment agreement provided for certain payments in the
          event of a change in the control of the Company.  On October 10, 2003,
          the Company announced the appointment of Walter F. Schneider as President
          and
          CEO to replace Mr. Park, effective as of such date. As a result, the Company
          recorded a charge of $200 during the first quarter of fiscal 2004 to accrue
          the
          balance remaining under Mr. Park’s employment agreement.
  12
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  The
          Company’s employment agreement with Mr. Park provided for payments upon certain
          changes in control.  The Company’s Board of Directors elected at the
          Company’s Annual Meeting of Shareholders held on May 29, 2003, had reviewed the
          “change of control” provisions regarding payments totaling up to approximately
          $1,800 under the employment agreement between the Company and Mr. Park.
          As a
          result of this review and based upon, among other things, the advice of
          special
          counsel, the Company’s Board of Directors has determined that no obligation to
          pay these amounts has been triggered. Prior to his departure from the Company
          on
          October 10, 2003, Mr. Park orally informed the Company that, after reviewing
          the
          matter with his counsel, he believed that the obligation to pay these amounts
          has been triggered. On October 27, 2003, the Company received a letter
          from Mr.
          Park’s counsel demanding payment of certain sums and other consideration
          pursuant to the Company’s employment agreement with Mr. Park, including these
          change of control payments.  On November 17, 2003, the Company filed a
          complaint in the United States District Court, Southern District of New
          York,
          against Mr. Park seeking a declaratory judgment that no change in control
          payment was or is due to Mr. Park, and that an amendment to the employment
          contract with Mr. Park regarding advancement and reimbursement of legal
          fees is
          invalid and unenforceable. Mr. Park answered the complaint and asserted
          counterclaims seeking payment from the Company based on his position that
          a
“change in control” occurred in June 2003. Mr. Park is also seeking other
          consideration he believes he is owed under his employment
          agreement.  The Company filed a reply to Mr. Park’s counterclaims
          denying that he is entitled to any of these payments.  Discovery in
          this matter was conducted and completed.  Following discovery, the
          Company and Mr. Park filed motions for summary judgment on the issues related
          to
          the change in control and the amendment to the employment agreement, which
          motions have been fully submitted to the court for consideration.  To
          date, no decision has been issued by the court on these motions.  If
          Mr. Park prevails on his claims and the payments he seeks are required
          to be
          paid in a lump sum, these payments may have a material adverse effect on
          the
          Company’s liquidity.  It is not possible to predict the outcome of
          these claims.  However, the Company’s Board of Directors does not
          believe that such a claim is reasonably likely to result in a material
          decrease
          in the Company’s liquidity in the foreseeable future.  The Company has
          not recorded an accrual for any potential settlements of this claim as
          it has no
          basis upon which to estimate either the outcome or amount of loss, if
          any.
 
 On
          June
          28, 2002, Jeffrey N. Moeller, the former Director of Quality Assurance
          and
          Regulatory Affairs of Del Medical, commenced an action in the Circuit Court
          of
          Cook County, Illinois, against the Company, Del Medical and Walter Schneider,
          the former President of Del Medical.  In the most current iteration of
          this pleading, the third amended complaint, Mr. Moeller alleges four claims
          against the defendants in the action: (1) retaliatory discharge from employment
          with Del Medical, allegedly in response to Mr. Moeller’s complaints to officers
          of Del Medical about purported prebilling and his stopping shipment of
          a product
          that allegedly did not meet regulatory standards, (2) defamation, (3)
          intentional interference with his employment relationship with Del Medical
          and
          prospective employers, and (4) to hold the Company liable for any misconduct
          of
          Del Medical under a theory of piercing the corporate veil.  By order
          dated September 15, 2006, the Court denied in part and granted in part
          defendants’ motion requesting summary judgment dismissing the third amended
          complaint.  The court granted the motion only to the extent of
          dismissing that part of Mr. Moeller’s claim of interference with his employment
          relationship with Del Medical and his relationship with prospective employers,
          addressed to alleged interference with his relationship with prospective
          employers.  The parties appeared for mediation in January 2007 but the
          mediation did not result in a disposition of the action.  Accordingly,
          it appears that the action will proceed to trial.  A status conference
          before the Court was held March 8, 2007, and subsequently, a trial date
          had been
          scheduled for October 1, 2007.  The trial date has been postponed due
          to the unavailability of a witness for the plaintiff.  A trial date
          has been scheduled for January 28, 2008.  The Company and Del Medical
          intend to defend vigorously against Mr. Moeller’s claims.  Mr. Moeller
          is seeking $2,370 consisting of alleged income loss, including salary and
          benefits, and the present value of his lost income and benefits in the
          future
          after lump sum tax adjustments.  In fiscal 2007, the Company recorded
          an accrual of $100 relating to potential liability in the settlement of
          these
          claims.
  Other
            Litigation Matters – On May 24, 2007, the Company’s RFI subsidiary was served
            with a subpoena to testify before a grand jury of the United States District
            Court of New York and to provide items and records from its Bay Shore
            NY offices
            in connection with U.S. Department of Defense contracts.  A search
            warrant from the United States District Court, Eastern District of New
            York was
            issued and executed with respect to such offices.  The Company
            believes that it is in full compliance with the quality standards that
            its
            customers require and is fully cooperating with investigators to assist
            them
            with their review.  The Company’s RFI subsidiary is continuing to ship
            products to the U.S. Government as well as to its commercial
            customers.
  13
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  In
          addition, the Company is a defendant in several other legal actions arising
          from
          the normal course of business in various US and foreign
          jurisdictions.  Management believes the Company has meritorious
          defenses to such actions and that the outcomes will not be material to
          the
          Company's consolidated financial statements.
 
 **AUTHORIZED
          SHARES OF THE CORPORATION'S COMMON STOCK**
 
 At
            a
            special meeting of shareholders of the Company held on November 17, 2006,
            the
            Company's shareholders approved an Amendment of the Certificate of Incorporation
            of the Corporation (the "Amendment") to increase the number of authorized
            shares
            of the Corporation's common stock, par value $.10 per share, from twenty
            million
            (20,000,000) shares to fifty million (50,000,000) shares  in order to
            have a  sufficient number of shares of Common Stock to provide a
            reserve of shares available for issuance to meet business needs as they
            may
            arise in the future. Such business needs may include, without limitation,
            rights
            offerings, financings, acquisitions, establishing strategic relationships
            with
            corporate partners, providing equity incentives to employees, officers
            or
            directors, stock splits or similar transactions.   Issuances of
            any additional shares for these or other reasons could prove dilutive
            to current
            shareholders or deter changes in control of the Company, including transactions
            where the shareholders could otherwise receive a premium for their shares
            over
            then current market prices.
 **RIGHTS
          OFFERING AND STOCKHOLDER’S RIGHTS PLAN**
 
 On
          December 12, 2006, the Company filed a registration statement for a subscription
          Rights Offering with the SEC that became effective January 30, 2007. Under
          the
          terms of this Rights Offering, the Company distributed to shareholders
          of record
          as of February 5, 2007, non-transferable subscription rights to purchase
          one
          share of the Company's common stock for each share owned at that date at
          a
          subscription price of $1.05 per share. On March 12, 2007, the Company completed
          the Rights Offering, selling 12,027,378 shares of its common stock at $1.05
          per
          share. Total proceeds to the Company, net of expenses related to the Rights
          Offering, were $12,354.
 
 The
          purpose of this Rights Offering was to raise equity capital in a cost-effective
          manner.  Approximately $7.6 million of the proceeds were used for debt
          repayment and the remainder invested in short-term money market securities
          for
          anticipated working capital needs and general corporate purposes.  A
          portion of the net proceeds may also ultimately be used to acquire or invest
          in
          businesses, products and technologies that Company management believes
          are
          complementary to the Company's business.
 
 In
          addition, on January 22, 2007, the Company entered into a stockholders
          rights
          plan (the "Rights Plan"). The Rights Plan provides for a dividend distribution
          of one Common Stock purchase right for each outstanding share of  the
          Company's Common Stock. The Company's Board of Directors adopted the Rights
          Plan
          to protect stockholder value by protecting the Company's ability to realize
          the
          benefits of its net operating losses ("NOLs") and capital loss carryforwards.
          The Company has experienced substantial operating and capital losses in
          previous
          years. Under the Internal Revenue Code and rules promulgated by the IRS,
          the
          Company may "carry forward" these losses in certain circumstances to offset
          current and future earnings and thus reduce its federal income tax liability,
          subject to certain requirements and restrictions. Assuming that the Company
          has
          future earnings, the Company may be able to realize the benefits of NOLs
          and
          capital loss carryforwards. These NOLs and capital loss carryforwards constitute
          a substantial asset to the Company. If the Company experiences an "Ownership
          Change," as defined in Section 382 of the Internal Revenue Code, its ability
          to
          use the NOLs and capital loss carryforwards could be substantially limited
          or
          lost altogether. In general terms, the Rights Plan imposes a significant
          penalty
          upon any person or group that acquires certain percentages of the Company's
          common stock by allowing other shareholders to acquire equity securities
          at half
          their fair values.
  14
 Table
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 **DEL
            GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES**
 
 **Item
                    2.**
                **MANAGEMENT'SDISCUSSION
                    AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS**
 
 This
          Management’s Discussion and Analysis of Financial Condition and Results of
          Operations contains forward-looking statements within the meaning of the
          Private
          Securities Litigation Reform Act of 1995.  These statements are based
          on current expectations and the current economic environment.  We
          caution that these statements are not guarantees of future
          performance.  They involve a number of risks and uncertainties that
          are difficult to predict including, but not limited to, our ability to
          implement
          our business plan, retention of management, changing industry and competitive
          conditions, obtaining anticipated operating efficiencies, securing necessary
          capital facilities and favorable determinations in various legal and regulatory
          matters.  Actual results could differ materially from those expressed
          or implied in the forward-looking statements.  Important assumptions
          and other important factors that could cause actual results to differ materially
          from those in the forward-looking statements are specified in the Company's
          filings with the Securities and Exchange Commission including our Annual
          Report
          on Form 10-K for the fiscal year ended July 28, 2007 and Current Reports
          on Form
          8-K.
 
 **OVERVIEW**
 
 The
          Company is primarily engaged in the design, manufacture and marketing of
          cost-effective medical and dental diagnostic imaging systems consisting
          of
          stationary and portable imaging systems, radiographic/fluoroscopic systems,
          dental imaging systems and digital radiography systems.  The Company
          also manufactures electronic filters, high voltage capacitors, pulse modulators,
          transformers and reactors, and a variety of other products designed for
          industrial, medical, military and other commercial applications.  We
          manage our business in two operating segments: our Medical Systems Group
          and our
          Power Conversion Group.  In addition, we have a third reporting
          segment, other, comprised of certain unallocated corporate General and
          Administrative expenses.  See “Segment Information” in Part I, Item 1
          of this Quarterly Report on Form 10-Q for the fiscal quarter ended October
          27,
          2007(this “Quarterly Report”) for discussions of the Company’s
          segments.
 
 **CRITICAL
          ACCOUNTING POLICIES**
  Complete
          descriptions of significant accounting policies are outlined in Note 1
          of the
          Notes to Consolidated Financial Statements included in our Annual Report
          on Form
          10-K for the fiscal year ended July 28, 2007.  Within these policies,
          we have identified the accounting for deferred tax assets and the allowance
          for
          obsolete and excess inventory as being critical accounting policies due
          to the
          significant amount of estimates involved.  In addition, for interim
          periods, we have identified the valuation of finished goods inventory as
          being
          critical due to the amount of estimates involved.
  **Revenue
          Recognition**
  The
          Company recognizes revenue upon shipment, provided there is persuasive
          evidence
          of an arrangement, there are no uncertainties concerning acceptance, the
          sale
          price is fixed, collection of the receivable is probable and only perfunctory
          obligations related to the arrangement need to be completed.  The
          Company maintains a sales return allowance, based upon historical patterns,
          to
          cover estimated normal course of business returns, including defective
          or
          out
  15
 Table
              of Contents
  of
          specification product.  The Company’s products are covered primarily
          by one year warranty plans and in some cases optional extended warranties
          for up
          to five years are offered.  The Company establishes allowances for
          warranties on an aggregate basis for specifically identified, as well as
          anticipated, warranty claims based on contractual terms, product conditions
          and
          actual warranty experience by product line.  The Company recognizes
          service revenue when repairs or out of warranty repairs are
          completed.  The Company has an FDA obligation to continue to provide
          repair service for certain medical systems for up to seven years past the
          warranty period.  These repairs are billed to the customers at market
          rates.
  **Deferred
          Income Taxes**
  We
          account for deferred income taxes in accordance with Statement of Financial
          Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” whereby we
          recognize deferred tax assets and liabilities for temporary differences
          between
          financial reporting basis and income tax basis and for net operating loss
          carryforwards.
 
 We
          periodically assess the realization of our net deferred tax
          assets.  This evaluation is primarily based upon current operating
          results and expectations of future operating results.  A valuation
          allowance is recorded if we believe our net deferred tax assets will not
          be
          realized.  Our determination is based on what we believe will be the
          more likely than not result.
 
 During
          fiscal year 2007, the Company recorded operating income on a consolidated
          basis.  For tax reporting purposes, the Company’s foreign tax
          reporting entity was profitable and its US tax reporting entities incurred
          a
          taxable loss.  Based on these results and expectations of future
          results, the Company concluded that it should maintain a 100% valuation
          allowance on its net US deferred tax assets.  For the quarter ended
          October 27, 2007, the Company continues to carry a 100% valuation allowance
          on
          its net U.S. deferred tax asset.
 
 The
          Company recorded a tax provision with respect to its foreign subsidiary’s income
          in all periods presented and based on a more likely than not standard,
          believes
          that the foreign subsidiary’s net deferred tax asset at October 27, 2007 will be
          realized.
 
 In
          June
          2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for
          Uncertainty in Income Taxes”— an interpretation of SFAS No. 109. FIN 48 requires
          that the Company  recognize the financial statement effects of a tax
          position when it is more likely than not, based on the technical merits,
          that
          the position will be sustained upon examination. As used in this Interpretation,
          the term more likely than not means a likelihood of more than 50 percent.
          The
          terms examined and upon examination also include resolution of the related
          appeals or litigation processes, if any. The determination of whether or
          not a
          tax position has met the more-likely-than-not recognition threshold is
          to be
          determined based on the facts, circumstances, and information available
          at the
          reporting date.
  FIN
          48
          was adopted by the Company beginning July 29, 2007.
  The
          adoption of FIN 48 did not have any impact on the Company’s statement of
          financial position or on its results of
          operations.
 
 The
          Company’s primary income tax jurisdictions are in the United States and
          Italy.  The Company is currently not under audit in either
          jurisdiction. All tax years in both jurisdictions since 2003 are open pursuant
          to statutes.
 
 It
          is the
          Company’s practice to recognize interest and/or penalties related to income tax
          matters in tax expense.  As of October 27, 2007, there were no
          material interest or penalty amounts to accrue.
 
 **Obsolete
          and excess inventory**
 
 We
          re-evaluate our allowance for obsolete inventory once a quarter, and this
          allowance comprises the most significant portion of our inventory
          reserves.  The re-evaluation of reserves is based on a written policy,
          which requires at a minimum that reserves be established based on our analysis
          of historical actual usage on a part-by-part basis.  In addition, if
          management learns of specific obsolescence
          in addition to this minimum formula, these additional reserves will be
          recognized as well.  Specific obsolescence might arise due to a
          technological or market change, or based on cancellation of an
          order.  As we typically do not purchase inventory substantially in
          advance of production requirements, we do not expect cancellation of an
          order to
          be a material risk.  However, market or technology changes can
          occur.
  16
 Table
              of Contents
  
 **Valuation
          of finished goods inventories**
 
 In
          addition, we use certain estimates in determining interim operating
          results.  The most significant estimates in interim reporting relate
          to the valuation of finished goods inventories.  For certain
          subsidiaries, for interim periods, we estimate the amount of labor and
          overhead
          costs related to finished goods inventories.  As of October 27, 2007,
          finished goods represented approximately 26.2% of the gross carrying value
          of
          our total gross inventory.  We believe the estimation methodologies
          used to be appropriate and are consistently applied.
 
 **CONSOLIDATED
          RESULTS OF OPERATIONS**
 
 **Three
          Months Ended October 27, 2007 Compared to Three Months Ended October 28,
          2006**
 Consolidated
          net sales of $26.7 million for the first quarter of fiscal 2008 increased
          by
          $7.4 million or 38.5% from fiscal 2007 first quarter net sales of $19.3
          million
          due primarily to increased sales in our Medical Systems Group.  The
          Medical Systems Group’s first quarter fiscal 2008 sales of $24.1 million were
          $7.4 million or 44.9% more than the prior year’s first quarter with increases
          primarily due to increased international sales volume of several medical
          and
          dental imaging system product lines.  The Power Conversion Group’s
          sales for the first quarter of fiscal 2008 of $2.6 million were approximately
          equal to the prior year’s levels.
 
 Consolidated
          backlog at October 27, 2007 was $25.7 million versus backlog at July 28,
          2007 of
          approximately $28.4 million.  The backlog in the Power Conversion
          Group of  $6.3 million decreased $0.3 million from levels at the beginning
          of the fiscal year, while there was a $2.4 million decrease in the first
          quarter
          backlog of our Medical Systems segment from July 28, 2007, reflecting lower
          bookings during the three month period in international
          markets.  Substantially all of the backlog should result in shipments
          within the next 12 to 15 months.
 
 Gross
          margins as a percent of sales were 24.1% for the first quarter of fiscal
          2008,
          compared to 20.8% in the first quarter of fiscal 2007.  The Power
          Conversion Group’s margins for the first quarter of fiscal 2008 were 36.5%,
          versus 31.9% in the prior year quarter, reflecting increased margins in
          product
          mix and decreased production costs.  For the Medical Systems Group,
          first quarter of fiscal 2008 gross margins of 22.7% were higher than gross
          margins of 19.0% in the first quarter of fiscal 2007 due primarily to the
          higher
          sales base and decreased production costs.
 
 Selling,
          General and Administrative expenses (“SG&A”) for the first quarter of fiscal
          2008 were $3.8 million (14.0% of sales) compared to $3.3 million (17.3%
          of
          sales) in the prior year’s first quarter.  The increase is primarily
          due to increased international selling expenses and higher stock based
          compensation expenses related to increased volume of stock options issued
          during
          the first quarter of fiscal 2008.
  17
 Table
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  As
            a
            result of the above, we recognized a first quarter fiscal 2008 operating
            income
            of $2.3 million compared to an operating income of $0.2 million in the
             first quarter of fiscal 2007.  The Medical Systems Group posted
            a first quarter fiscal 2008 operating profit of $2.3 million and the
            Power
            Conversion Group showed operating profit of $0.4 million, offset by unallocated
            corporate costs of $0.4 million.  The Medical Systems Group posted a
            first quarter fiscal 2007 operating profit of $0.6 million and the Power
            Conversion Group showed operating profit of $0.3 million, offset by unallocated
            corporate costs of $0.7 million.
 
 Interest
          expense of $0.1 for the first quarter of fiscal 2008 was $0.3 lower than
          the
          prior year’s first quarter due to a reduction in borrowings resulting from the
          paydown of US based debt with proceeds of a March 2007 Rights Offering,
          partially offset by additional borrowings in Italy to support its day-to-day
          operations.
 
 On
          a
          consolidated basis, the Company recorded a first quarter fiscal 2008 pretax
          income of $2.1 million, comprised of foreign pretax income of $2.5 million,
          offset by a US pretax loss of $0.4 million.  The related first quarter
          fiscal 2008 income tax expense of $1.0 million was due to foreign taxes
          on the
          profits of Villa.  During the same period in fiscal 2007, the Company
          recorded pretax loss of $0.1 million, which included foreign pretax income
          of
          $0.9 million, offset by a US pretax loss of $1.0 million.  The related
          first quarter fiscal 2007 income tax expense of $0.4 million was due to
          foreign
          taxes on the profits of Villa.  The Company has not provided for any
          income tax benefits related to the US pretax losses in the first quarter
          of
          either fiscal 2008 or fiscal 2007 due to uncertainty regarding the realizability
          of its US net operating loss carryforwards as explained in Critical Accounting
          Policies above.
 
 Reflecting
          the above, we recorded net income of $1.1 million, or $0.05 per basic share
          and
          $0.04 per diluted share, in the first quarter of fiscal 2008 as compared
          to net
          loss of $0.5 million, or $0.04 per basic and diluted share for the same
          period
          in fiscal 2007.  The average shares outstanding for the fiscal 2008
          period were more than double the shares outstanding for the fiscal 2007
          period
          due to shares issued in a March 2007 Rights Offering.
 
 **FINANCIAL
          CONDITION**
 **LIQUIDITY
          AND CAPITAL RESOURCES**
 
 The
          Company funds it’s investing and working capital needs through a combination of
          cash flow from operations, short-term credit facilities and the proceeds
          of the
          Rights Offering described below.
 
 Working
          Capital — At October 27, 2007 and July 28, 2007, our working capital was
          approximately $26.7 million and $25.0 million, respectively.  The
          increase in working capital for the first quarter of fiscal 2008 compared
          to the
          same period of fiscal 2007 related primarily to increases in ending accounts
          receivable and decreases in accounts payable offset by a decrease in cash
          and
          inventories and an increase in taxes payable.
 
 At
          October 27, 2007 and July 28, 2007, we had approximately $5.9 million and
          $7.9
          million, respectively, in cash and cash equivalents.  This decrease is
          primarily due to cash used in operating activities, primarily the reduction
          of
          accounts payable and an increase in accounts receivable.  As of
          October 27, 2007, we had approximately $9.0 million of excess borrowing
          availability under our domestic revolving credit facility compared to $2.6
          million at October 28, 2006.
  18
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              of Contents
  In
          addition, as of October 27, 2007 and July 29, 2006, our Villa subsidiary
          had an
          aggregate of approximately $11.6 million of excess borrowing availability
          under
          its various short-term credit facilities.  Terms of the Italian credit
          facilities do not permit the use of borrowing availability to directly
          finance
          operating activities at our US subsidiaries.
 
 Cash
          Flows from Operating Activities – For the quarterly period ended October 27,
          2007, the Company used approximately $1.7 million of cash from operations,
          compared to $0.5 million of cash provided by operations in the prior fiscal
          year
          period due primarily to decreases in accounts payable and increases in
          accounts
          receivable partially offset by increases in net income and income taxes
          payable
          and a decrease in inventories.
 
 Cash
          Flows from Investing Activities — We made $0.2 million of facility improvements
          and capital equipment expenditures for the quarterly period ended October
          27,
          2007, which was equal to the prior fiscal year period.
 
 Cash
          Flows from Financing Activities — During the quarterly period ended October 27,
          2007, we repaid a total of approximately $0.3 million of indebtedness on
          our
          domestic and Italian borrowings, as compared to $1.7 million in the prior
          fiscal
          year period.  In addition, the Company received $0.1 million in
          payment of the exercise price of warrants in the quarterly period ended
          October
          27, 2007.  During the first quarter of fiscal 2007, we borrowed $1.6
          million in a domestic term loan as part of our North Fork Facility, which
          was
          repaid with the proceeds from a Rights Offering discussed above during
          fiscal
          2007’s third quarter.
 
 The
          Company’s contractual obligations, including debt and operating leases, as
          previously disclosed on our Annual Report on Form 10-K for the fiscal year
          ended
          July 28, 2007, has not changed materially at October 27, 2007.
 
 As
          of
          October 27, 2007 and July 28, 2007, we did not have any outstanding borrowings
          under our revolving credit facilities in the US or Italy. The term loan
          was
          extinguished and the revolver was paid down to $0 with a portion of the
          proceeds
          received from a March 2007 Rights Offering.
 
 Credit
          Facility and Borrowing — On August 1, 2005, the Company entered into a
          three-year revolving credit and term loan facility with North Fork Business
          Capital (the “North Fork Facility”) and repaid the prior facility.
 
 On
          June
          1, 2007, the North Fork Facility was amended and restated. As restated,
          the
          North Fork Facility provides for a $7.5 million formula based revolving
          credit
          facility based on the Company’s eligible accounts receivable and inventory as
          defined in the credit agreement and a capital expenditure loan facility
          up to
          $1.5 million. Interest on the revolving credit and capital expenditure
          borrowings is payable at prime plus 0.5% or alternatively at a LIBOR rate
          plus
          2.5% Other changes to the terms and conditions of the original loan agreement
          include the modification of covenants, removal of the Villa stock as loan
          collateral and the removal of daily collateral reporting which was part
          of the
          previous asset-based facility requirements.
 
 As
          of
          October 27, 2007, the Company had approximately $9.0 million of availability
          under the North Fork Facility, of which North Fork has reserved $1 million
          against possible litigation settlements.
 
 The
          North
          Fork Facility is subject to commitment fees of 0.5% per annum on the
          daily-unused portion of the facility, payable monthly.  The Company
          granted a security interest to the lender on its US credit facility in
          substantially all of
          its
          accounts receivable, inventory, property, plant and equipment, other assets
          and
          intellectual property in the US.
  19
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              of Contents
  
 As
          of the
          end of the first quarter of fiscal 2007, the Company was non-compliant
          with the
          tangible net worth covenant under the North Fork Facility. On December
          6, 2006,
          North Fork waived the non-compliance with this covenant for the first quarter
          of
          fiscal 2007 and adjusted the covenant levels going forward through the
          maturity
          of the credit facility. As of October 27, 2007 and July 28, 2007, the Company
          was in compliance with all covenants under the North Fork Facility.
 
 The
          Company received a dividend from its Villa subsidiary in October 2006 of
          approximately $1.560 million which was used to pay down amounts outstanding
          under the North Fork Facility, in accordance with provisions of the
          facility.
 
 Our
          Villa
          subsidiary maintains short term credit facilities which are renewed annually
          with Italian banks.  Currently, these facilities are not being
          utilized and the balance due at October 27, 2007 is $0.  Interest
          rates on these facilities are variable and currently range from 3.7 –
14.25%.
 
 In
          October 2006, Villa entered into a 1.0 million Euro loan for financing
          of
          R&D projects, with an option for an additional 1 million Euro upon
          completion of 50% of the projects.  Interest is payable at Euribor 3
          months plus 1.3 points, currently 6.092%.  The spread may be reduced
          to 1.04 points upon completion of the project if objectives are
          achieved.  The note is repayable over a 7 year term, with
          reimbursement starting in September 2008.  The note contains a
          financial covenant which provides that the net equity of Villa cannot fall
          below
          5.0 million Euros.  This covenant could limit Villa’s ability to pay
          dividends to the US parent company in the event future losses, future dividends
          or other events should cause Villa’s equity to fall below the defined
          level.
 
 In
          December 2006, Villa entered into a 1.0 million Euro loan with interest
          payable
          at Euribor 3 months plus 0.95 points, currently 5.742%.  The loan is
          repayable in 4 years.
 
 Villa
          is
          also party to two Italian government long-term loans with a fixed interest
          rate
          of 3.425% with principal payable annually through maturity in February
          and
          September 2010.  At October 27, 2007, total principal due is 0.7
          million Euro.  Villa’s manufacturing facility is subject to a capital
          lease obligation which matures in 2011 with an option to
          purchase.  Villa is in compliance with all related financial covenants
          under these short and long-term financings.
 
 On
          December 12, 2006, the Company filed a registration statement for a subscription
          rights offering with the SEC that became effective January 30,
          2007.  Under terms of this rights offering, the Company distributed to
          shareholders of record as of February 5, 2007, non-transferable subscription
          rights to purchase one share of the Company’s common stock for each share owned
          at that date at a subscription price of $1.05 per share.  On March 12,
          2007, the Company completed the rights offering, selling 12,027,378 shares
          of
          its common stock at $1.05 per share.  Total proceeds to the Company,
          net of $275 of expenses related to the rights offering, were
          $12,354.
 
 The
          purpose of this rights offering was to raise equity capital in a cost-effective
          manner.  Approximately $7,564 of the proceeds were used for debt
          repayment and the remainder invested in short-term money market securities
          for
          anticipated working capital needs and general corporate purposes.  A
          portion of  the
          net
          proceeds may also ultimately be used to acquire or invest in businesses,
          products and technologies that Company management believes are complementary
          to
          the Company's business.
  20
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 The
          Company had an employment agreement with Samuel Park, a previous Chief
          Executive
          Officer (“CEO”), for the period May 1, 2001 to April 30, 2004.  The
          employment agreement provided for certain payments in the event of a change
          in
          the control of the Company.  On October 10, 2003, the Company
          announced the appointment of Walter F. Schneider as President and CEO to
          replace
          Mr. Park, effective as of such date. As a result, the Company recorded
          a charge
          of $0.2 million during the first quarter of fiscal 2004 to accrue the balance
          remaining under Mr. Park’s employment agreement.
 
 The
          Company’s employment agreement with Mr. Park provided for payments upon certain
          changes of control.  The Company’s Board of Directors, elected at the
          Company’s Annual Meeting of Shareholders held on May 29, 2003, had reviewed the
          “change of control” provisions regarding payments totaling up to approximately
          $1.8 million under the employment agreement between the Company and Mr.
          Park. As
          a result of this review and based upon, among other things, the advice
          of
          special counsel, the Company’s Board of Directors has determined that no
          obligation to pay these amounts has been triggered. Prior to his departure
          from
          the Company on October 10, 2003, Mr. Park orally informed the Company that,
          after reviewing the matter with his counsel, he believed that the obligation
          to
          pay these amounts has been triggered. On October 27, 2003, the Company
          received
          a letter from Mr. Park’s counsel demanding payment of certain sums and other
          consideration pursuant to the Company’s employment agreement with Mr. Park,
          including these change of control payments.  On November 17, 2003, the
          Company filed a complaint in the United States District Court, Southern
          District
          of New York, against Mr. Park seeking a declaratory judgment that no change
          in
          control payment was or is due to Mr. Park, and that an amendment to the
          employment contract with Mr. Park regarding advancement and reimbursement
          of
          legal fees is invalid and unenforceable. Mr. Park answered the complaint
          and
          asserted counterclaims seeking payment from the Company based on his position
          that a “change in control” occurred in June 2003. Mr. Park is also seeking other
          consideration he believes he is owed under his employment
          agreement.  The Company filed a reply to Mr. Park’s counterclaims
          denying that he is entitled to any of these payments.  Discovery in
          this matter was conducted and completed.  Following discovery, the
          Company and Mr. Park filed motions for summary judgment on the issues related
          to
          the change in control and the amendment to the employment agreement, which
          motions have been fully submitted to the court for consideration.  To
          date, no decision has been issued by the court on these motions.  If
          Mr. Park prevails on his claims and the payments he seeks are required
          to be
          paid in a lump sum, these payments may have a material adverse effect on
          the
          Company’s liquidity.  It is not possible to predict the outcome of
          these claims.  However, the Company’s Board of Directors does not
          believe that such a claim is reasonably likely to result in a material
          decrease
          in the Company’s liquidity in the foreseeable future.  The Company has
          not recorded an accrual for any potential settlements of this claim as
          it has no
          basis upon which to estimate either the outcome or amount of loss.
  21
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  On
            June
            28, 2002, Jeffrey N. Moeller, the former Director of Quality Assurance
            and
            Regulatory Affairs of Del Medical, commenced an action in the Circuit
            Court of
            Cook County, Illinois, against the Company, Del Medical and Walter Schneider,
            the former President of Del Medical.  In the most current iteration of
            this pleading, the third amended complaint, Mr. Moeller alleges four
            claims
            against the defendants in the action: (1) retaliatory discharge from
            employment
            with Del Medical, allegedly in response to Mr. Moeller’s complaints to officers
            of Del Medical about purported prebilling and his stopping shipment of
            a product that allegedly did not meet regulatory standards, (2) defamation,
            (3) intentional interference with his employment relationship with Del
            Medical
            and prospective employers, and (4) to hold the Company liable for any
            misconduct
            of Del Medical under a theory of piercing the corporate veil.  By
            order dated September 15, 2006, the Court denied in part and granted
            in part
            defendants’ motion requesting summary judgment dismissing the third amended
            complaint.  The Court granted the motion only to the extent of
            dismissing that part of Mr. Moeller’s claim of interference with his employment
            relationship with Del Medical and his relationship with prospective employers,
            addressed to alleged interference with his relationship with prospective
            employers.  The parties appeared for mediation in January 2007 but the
            mediation did not result in a disposition of the action.  Accordingly,
            it appears that the action will proceed to a trial.  A status
            conference before the Court was held March 8, 2007, and subsequently,
            a trial
            date had been scheduled for October 1, 2007.  The trial date has been
            postponed due to the unavailability of a witness for the plaintiff.  A
            trial date has been scheduled of January 28, 2008.  The Company and
            Del Medical intend to defend vigorously against Mr. Moeller’s
            claims.  Mr. Moeller is seeking $2.37 million in damages consisting of
            alleged income loss, including salary and benefits, and the present value
            of his
            alleged lost income and benefits in the future after lump sum tax
            adjustments.  The Company has recorded an accrual in 2007 of $0.1
            million relating to potential liability in the settlement of these
            claims.
 
 On
          May
          24, 2007, the Company’s RFI subsidiary was served with a subpoena to testify
          before a grand jury of the United States District Court of New York and
          to
          provide items and records from its Bay Shore NY offices in connection with
          U.S.
          Department of Defense contracts.  A search warrant from the United
          States District Court, Eastern District of New York was issued and executed
          with
          respect to such offices.  The Company believes that it is in full
          compliance with the quality standards that its customers require and is
          fully
          cooperating with investigators to assist them with their review.  The
          Company’s RFI subsidiary is continuing to ship products to the U.S. Government
          as well as to its commercial customers.
 
 The
          Company is a defendant in several other legal actions in various US and
          foreign
          jurisdictions arising from the normal course of business.  Management
          believes the Company has meritorious defenses to such actions and that
          the
          outcome will not be material to the Company’s consolidated financial
          statements.
 
 We
          anticipate that cash generated from operations and amounts available from
          credit
          facilities will be sufficient to satisfy currently projected operating
          cash
          needs for at least the next twelve months, and for the foreseeable
          future.
 
 **OFF
          BALANCE SHEET COMMITMENTS AND ARRANGEMENTS**
 
 The
          Company has or had no investments in unconsolidated variable interest entities
          or other off balance sheet arrangements during any of the periods presented
          in
          this Quarterly Report on Form 10-Q.
 
 
 **Item3.**
                **QUANTITATIVE
                    AND QUALITATIVE DISCLOSURES ABOUT MARKET
                    RISK**
 
 We
          do not
          ordinarily hold market risk sensitive instruments for trading
          purposes.  We do, however, recognize market risk from interest rate
          and foreign currency exchange exposure.  There have been no changes in
          financial market risks as discussed in the Company’s Annual Report on Form 10-K
          for the fiscal year ended July 28, 2007.
  22
 Table
              of Contents
  
 **Item
                    4T.**
                **CONTROLSAND
                    PROCEDURES**
 
 The
          Company, under the supervision and with the participation of the Company's
          management, including James A. Risher, Chief Executive Officer, and Mark
          Zorko,
          Chief Financial Officer, has evaluated the effectiveness of the design
          and
          operation of the Company's "disclosure controls and procedures", as such
          term is
          defined in Rules 13a-15e and 15d-15e promulgated under the Securities Exchange
          Act of 1934, as amended, as of the end of the period covered by this Quarterly
          Report. Based upon that evaluation, the Chief Executive Officer and Chief
          Financial Officer have concluded that the Company's disclosure controls
          and
          procedures were effective as of the end of the period covered by this Quarterly
          Report to provide reasonable assurance that information required to be
          disclosed
          by the Company in reports that it files or submits under the Securities
          Act of
          1934, as amended, is recorded, processed, summarized and reported within
          the
          time periods specified in SEC rules and forms.
 
 In
          the
          ordinary course of business, the Company routinely enhances its information
          systems by either upgrading its current systems or implementing new
          systems.  As required by Rule 13a-15(d), the Company’s management,
          including its Chief Executive Officer and Chief Financial Officer, also
          conducted an evaluation of the Company’s internal control over financial
          reporting as defined in Rule 13a-15(f) to determine whether any changes
          occurred
          during the quarter that have materially affected, or are reasonably likely
          to
          materially affect, the Company’s internal control over financial reporting.
          There were no changes in the Company's internal controls or in other factors
          that could significantly affect these controls, during the Company's first
          fiscal quarter of 2008 ended October 27, 2007, that have materially affected,
          or
          are reasonably likely to materially affect, the Company’s internal control over
          financial reporting.
 
 A
          control
          system, no matter how well conceived and operated, can provide only reasonable,
          not absolute assurance that the objectives of the control system are
          met.  Because of the inherent limitations in all control systems, no
          evaluation of controls can provide absolute assurance that all control
          issues
          and instances of fraud, if any, within a company have been
          detected.
 
 This
          management evaluation report does not include an attestation report of
          the
          Company's registered public accounting firm regarding internal control
          over
          financial reporting as this report is not subject to attestation by the
          Company's registered public accounting firm pursuant to temporary rules
          of the
          Securities and Exchange Commission.
 
  23
 Table
              of Contents
  **PART
            II - OTHER INFORMATION**
 **Item1.**
                **LEGAL
                    PROCEEDINGS**
 
 **Employment
          Matters** - The Company had an employment agreement with Samuel Park, the
          previous Chief Executive Officer (“CEO”), for the period May 1, 2001 to April
          30, 2004.  The employment agreement provided for certain payments in
          the event of a change in the control of the Company.  On October 10,
          2003, the Company announced the appointment of Walter F. Schneider as President
          and CEO to replace Mr. Park, effective as of such date. As a result, the
          Company
          recorded a charge of $0.2 million during the first quarter of fiscal 2004
          to
          accrue the balance remaining under Mr. Park’s employment agreement.
 
 The
          Company’s employment agreement with Mr. Park provided for payments upon certain
          changes in control.  The Company’s Board of Directors elected at the
          Company’s Annual Meeting of Shareholders held on May 29, 2003, had reviewed the
          “change of control” provisions regarding payments totaling up to approximately
          $1,800 under the employment agreement between the Company and Mr. Park.
          As a
          result of this review and based upon, among other things, the advice of
          special
          counsel, the Company’s Board of Directors has determined that no obligation to
          pay these amounts has been triggered. Prior to his departure from the Company
          on
          October 10, 2003, Mr. Park orally informed the Company that, after reviewing
          the
          matter with his counsel, he believed that the obligation to pay these amounts
          has been triggered. On October 27, 2003, the Company received a letter
          from Mr.
          Park’s counsel demanding payment of certain sums and other consideration
          pursuant to the Company’s employment agreement with Mr. Park, including these
          change of control payments.  On November 17, 2003, the Company filed a
          complaint in the United States District Court, Southern District of New
          York,
          against Mr. Park seeking a declaratory judgment that no change in control
          payment was or is due to Mr. Park, and that an amendment to the employment
          contract with Mr. Park regarding advancement and reimbursement of legal
          fees is
          invalid and unenforceable. Mr. Park answered the complaint and asserted
          counterclaims seeking payment from the Company based on his position that
          a
“change in control” occurred in June 2003. Mr. Park is also seeking other
          consideration he believes he is owed under his employment
          agreement.  The Company filed a reply to Mr. Park’s counterclaims
          denying that he is entitled to any of these payments.  Discovery in
          this matter was conducted and completed.  Following discovery, the
          Company and Mr. Park filed motions for summary judgment on the issues related
          to
          the change in control and the amendment to the employment agreement, which
          motions have been fully submitted to the court for consideration.  To
          date, no decision has been issued by the court on these motions.  If
          Mr. Park prevails on his claims and the payments he seeks are required
          to be
          paid in a lump sum, these payments may have a material adverse effect on
          the
          Company’s liquidity.  It is not possible to predict the outcome of
          these claims.  However, the Company’s Board of Directors does not
          believe that such a claim is reasonably likely to result in a material
          decrease
          in the Company’s liquidity in the foreseeable future.  The Company has
          not recorded an accrual for any potential settlements of this claim as
          it has no
          basis upon which to estimate either the outcome or amount of loss, if
          any.
 
 On
          June
          28, 2002, Jeffrey N. Moeller, the former Director of Quality Assurance
          and
          Regulatory Affairs of Del Medical, commenced an action in the Circuit Court
          of
          Cook County, Illinois, against the Company, Del Medical and Walter Schneider,
          the former President of Del Medical.  In the most current iteration of
          this pleading, the third amended complaint, Mr. Moeller alleges four claims
          against the defendants in the action: (1) retaliatory discharge from employment
          with Del Medical, allegedly in response to Mr. Moeller’s complaints to officers
          of Del Medical about purported prebilling and his stopping shipment of
          a product
          that allegedly did not meet regulatory standards, (2) defamation, (3)
          intentional interference with his employment relationship with Del Medical
          and
          prospective employers, and (4) to hold the Company liable for any misconduct
          of
          Del Medical under a theory of piercing the corporate veil.  By order
          dated September 15, 2006, the Court denied in part and granted in part
          defendants’ motion requesting summary judgment dismissing the third amended
          complaint.  The court granted the motion only to the extent of
          dismissing that part of Mr. Moeller’s claim of interference with his employment
          relationship with Del Medical and his relationship with prospective employers,
          addressed to alleged interference with his relationship with prospective
          employers.  The parties appeared for mediation in January 2007 but the
          mediation did not result in a disposition of the action.  Accordingly,
          it appears that the action will proceed to trial.  A status conference
          before the Court was held March 8, 2007, and subsequently, a trial date
          had been
          scheduled for October 1, 2007.  The trial date has been postponed due
          to the unavailability of a witness for the plaintiff.  A trial date
          has been scheduled for January 28, 2008.  The Company and Del Medical
          intend to defend vigorously against Mr. Moeller’s claims.  Mr. Moeller
          is seeking $2,370 consisting of alleged income loss, including salary and
          benefits, and the present value of his lost income and benefits in the
          future
          after lump sum tax adjustments.  In fiscal 2007, the Company recorded
          an accrual of $100 relating to potential liability in the settlement of
          these
          claims.
  24
 Table
              of Contents
  **Other
          Legal Matters**– On May 24, 2007, the Company’s RFI subsidiary was
          served with a subpoena to testify before a grand jury of the United States
          District Court of New York and to provide items and records from its Bay
          Shore
          NY offices in connection with U.S. Department of Defense contracts.  A
          search warrant from the United States District Court, Eastern District
          of New
          York was issued and executed with respect to such offices.  The
          Company believes that it is in full compliance with the quality standards
          that
          its customers require and is fully cooperating with investigators to assist
          them
          with their review.  The Company’s RFI subsidiary is continuing to ship
          products to the U.S. Government as well as to its commercial
          customers.
 
 In
          addition, the Company is a defendant in several other legal actions arising
          from
          the normal course of business in various US and foreign
          jurisdictions.  Management believes the Company has meritorious
          defenses to such actions and that the outcomes will not be material to
          the
          Company's consolidated financial statements.
 
 **Item1A.**
                **RISK
                    FACTORS**
 
 The
          risk
          factors included in our Annual Report on Form 10-K for fiscal year ended
          July
          28, 2007 have not materially changed.
 
 **Item6.**
                **EXHIBITS**
 
 Exhibits31.1*
                Certification
                    of the Chief Executive Officer, James A. Risher, pursuant to
                    Section 302
                    of the Sarbanes-Oxley Act of 2002.31.2*
                Certification
                    of Chief Financial Officer, Mark Zorko, pursuant to Section 302
                    of the
                    Sarbanes-Oxley Act of 2002.32.1*
                Certification
                    of the Chief Executive Officer, James A. Risher, pursuant to
                    18 U.S.C.
                    Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley
                    Act of
                    2002.32.2*
                Certification
                    of the Chief Financial Officer, Mark Zorko, pursuant to 18 U.S.C.
                    Section
                    1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                    of
                    2002.
                  
                  *
                    Filed herewith
 
 
 
 
 
 
  25
 Table
              of Contents
  
 **DEL
          GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES**
 
 
 **SIGNATURES**
 
 Pursuant
          to the requirements of the Securities and Exchange Act of 1934, the Registrant
          has duly caused this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.
 
 
 
 DEL
                    GLOBAL TECHNOLOGIES CORP./s/
                  James A. RisherJames
                    A. RisherChief
                    Executive Officer/s/
                  Mark A. ZorkoMark
                    A. ZorkoChief
                    Financial Officer
 
 
 Dated:                      December
            7, 2007
 
 26