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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                (Amendment No. 1)

                        FOR ANNUAL AND TRANSITION REPORTS
     PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
       ACT OF 1934

                     For the fiscal year ended July 30, 2005

                                       OR

[  ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934

       Commission file number 0-3319

    For the transition period from ________________ to ________________

                          DEL GLOBAL TECHNOLOGIES CORP.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                     New York                          13-1784308
             -------------------------------------------------------------
              (State or Other Jurisdiction of          (I.R.S. Employer
              Incorporation or Organization)           Identification No.)

               One Commerce Park, Valhalla, NY            10595
           ------------------------------------------------------
           (Address of Principal Executive Offices)    (Zip Code)

        Registrant's telephone number, including area code (914) 686-3650

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

    Title of Each Class                Name of Each Exchange on Which Registered
           None                                         None
-------------------------------        ---------------------------------------

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

                  Common Stock, $.10 par value ("Common Stock")
                  ---------------------------------------------
                                (Title of Class)

    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 if disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

    Indicate by check mark whether the  registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [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]

    State the aggregate market value of the voting and non-voting  common equity
held by  nonaffiliates  computed by  reference  to the price at which the common
equity was last sold, or the average bid and asked price of such common  equity,
as of the last business day of the registrant's  most recently  completed second
fiscal quarter.

The  aggregate   market  value  of  the   registrant's   Common  Stock  held  by
non-affiliates of the Registrant as of January 28, 2005, was $16,223,109. Solely
for the purposes of this  calculation,  shares held by directors  and  executive
officers of the  Registrant  have been excluded.  Such  exclusion  should not be
deemed a determination  or an admission by the Registrant that such  individuals
are, in fact, affiliates of the Registrant.

    Indicate  the  number  of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date.

    As of October 27, 2005,  there were  10,630,188  shares of the  registrant's
common stock outstanding.

--------------------------------------------------------------------------------

                                EXPLANATORY NOTE

Del Global  Technologies Corp. ("the Company") is filing this Amendment No. 1 on
Form  10-K/A  to our  Annual  Report on Form  10-K,  originally  filed  with the
Securities and Exchange  Commission on October 31, 2005,  solely for the purpose
of including the information required to be disclosed in Part III thereof.

In addition, we have filed the following exhibits herewith:

31.3   Certification   required  by  Rule   13a-14(a)  or  Rule  15d-14(a)

31.4   Certification   required  by  Rule  13a-14(a)  or  Rule   15d-14(a)

Except as specifically  indicated herein,  no other information  included in the
Annual Report on Form 10-K is amended by this Amendment No. 1 on Form 10-K/A.

                                       2

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

INFORMATION WITH RESPECT TO DIRECTORS

The names and ages of each  director  of the  Company,  each of their  principal
occupations  at  present  and for the past  five (5)  years  and  certain  other
information about each of the directors are set forth below:

                                                     ALL OFFICES WITH THE
         NAME                     AGE                      COMPANY(1)          DIRECTOR SINCE
         ----                     ---                      ----------          --------------

James R. Henderson                48                Director  and  Chairman           2003
                                                    of Board

Walter F. Schneider               70                Director, President and           2003
                                                    Chief Executive Officer

Gerald M. Czarnecki               65                Director                          2003

Merrill A. McPeak                 69                Director                          2005

James A. Risher                   63                Director                          2005

Edgar J. Smith, Jr.               71                Director                          2002

JAMES R. HENDERSON has been a member of the Company's  Board of Directors  since
November 20, 2003 and Chairman of the Board since May 12,  2005.  Mr.  Henderson
has  served as a Vice  President  of Steel  Partners,  Ltd.,  a  management  and
advisory company,  since March 2002. Mr. Henderson served as a Vice President of
Steel Partners Services, Ltd. from August 1999 through March 2002. Mr. Henderson
has served as President and Chief Operating Officer of WebFinancial  Corporation
("WebFinancial"),  which, through its operating subsidiaries,  operates in niche
banking markets, since November 2003 and as Chief Operating Officer and Director
since June 2005.  He has also served as a director of the WebBank  subsidiary of
WebFinancial,  an FDIC insured,  State of Utah Industrial Loan Corporation since
March 2000,  Acting Chief Executive  Officer of WebBank from November 2004 until
May 2005 and as Chairman of WebBank since  November  2004. He has also served as
President of Gateway  Industries,  Inc., a provider of database  development and
website design and development services,  since December 2001. Mr. Henderson has
served as a director of SL Industries, Inc. ("SLI"), a manufacturer and marketer
of power  and data  quality  systems  and  equipment  for  industrial,  medical,
aerospace  and consumer  applications,  since January  2002.  Mr.  Henderson has
served as a director of BNS Corporation since June 2004. Mr. Henderson served as
a director of ECC  International  Corp., a manufacturer and marketer of computer
controlled   simulators  for  training  personnel  to  perform  maintenance  and
operation  procedures on military  weapons,  from December 1999 until  September
2003,  and as acting  Chief  Executive  Officer from July 2002 until March 2003.
From  January  2001 to August  2001,  Mr.  Henderson  served as President of MDM
Technologies, Inc., a direct mail and marketing company. From 1996 to July 1999,
Mr.  Henderson was employed in various  positions with Aydin  Corporation  which
included a tenure as President and Chief Operating  Officer from October 1998 to
June 1999.  Prior to his employment with Aydin  Corporation,  Mr.  Henderson was

                                       3

employed  as an  executive  with UNISYS  Corporation,  an  e-business  solutions
provider.  Mr.  Henderson  earned a B.S. in  Accounting  from the  University of
Scranton.

WALTER F. SCHNEIDER has been a member of the Company's  Board of Directors since
November 20, 2003 and has served as our  President and Chief  Executive  Officer
since  October  10,  2003.  Prior to his  appointment  as  President  and  Chief
Executive Officer,  Mr. Schneider was appointed President of Del Medical Systems
Group and Villa Sistemi  Medicali  S.p.A. in April 2002, and prior to that date,
he was the Senior Vice President of Operations of the Del Medical  Systems Group
from the time he joined  us in 2000 to April  2002.  From  1985 to 1999,  he was
President of the Bennett  Division of Thermo  Electron  Co., a  manufacturer  of
general purpose radiology equipment.

GERALD M. CZARNECKI has been a member of the Company's  Board of Directors since
June 3, 2003.  He has served as the Chairman of The  Deltennium  Corporation,  a
privately held holding company  ("Deltennium"),  since November 1995. Deltennium
operates  as a holding  company for various  operating  businesses  of which Mr.
Czarnecki is the principal  stockholder,  including Deltennium Capital,  Inc., a
venture capital firm.  Prior to forming  Deltennium,  Mr.  Czarnecki had a broad
career as a  corporate  executive  including  serving as Chairman  &  CEO of
Honfed Bank, a multi-billion dollar bank; President of UNC Inc., a manufacturing
and services  company in the  aviation  industry;  and Senior Vice  President of
Human Resources and Administration of IBM, the world's largest computer company.
Mr.  Czarnecki  is a frequent  speaker  and  seminar  leader on a broad range of
corporate  governance  issues and serves on a number of corporate boards. He has
served as a member of the Board of Directors and Chairman of the Audit Committee
of State Farm Insurance  Companies since 1998; serves as non-executive  Chairman
of InPractice, Inc.; and serves as a member of the Board of Directors and member
of the Audit  Committee  of ATM  National,  Inc.  He is Chairman of the Board of
Directors of the National  Association of Corporate  Directors,  Florida Gateway
Chapter and is Chairman  of The  National  Leadership  Institute,  a  non-profit
organization   committed  to  improving  non-profit   Leadership  and  Corporate
Governance.

GENERAL  MERRILL A. MCPEAK has been a member of the Company's Board of Directors
since  April 27,  2005.  General  McPeak  has  served as  President  of McPeak &
Associates,  a management  consulting  firm,  since 1995. He was Chief of Staff,
United States Air Force, from November 1990 to October 1994, when he retired. He
is Chairman of the Board of  Ethicspoint,  Inc. and a director of several  other
private  companies.  He  also  serves  as  a  director  of  Tektronix,  Inc.,  a
manufacturer and marketer of test, measurement and monitoring solutions,  Health
Sciences  Group,  Inc.,  a provider of  preventive  healthcare  alternatives  to
consumers and medical professionals and GigaBeam Corporation, a supplier of high
performance high availability fiber-speed wireless communication.  He received a
bachelor of arts degree in economics  from San Diego State  College and a master
of science degree in international relations from George Washington University.

JAMES A.  RISHER has been a member of the  Company's  Board of  Directors  since
April 27, 2005. Mr. Risher has been the Managing Partner of Lumina Group, LLC, a
private company engaged in the business of consulting and investing in small and
mid-size  companies,  since 1998.  From  February  2001 to May 2002,  Mr. Risher
served as  Chairman  and Chief  Executive  Officer of BlueStar  Battery  Systems
International, Inc., a Canadian public company that is an e-commerce distributor
of  electrical  and  electronic  products  to  selected  automotive  aftermarket
segments and targeted industrial  markets.  From 1986 to 1998, Mr. Risher served
as a director, Chief Executive Officer and President of Exide Electronics Group,
Inc. ("Exide"), a global leader in the uninterruptible power supply industry. He
also served as Chairman of Exide from December 1997 to July 1998. Mr. Risher has
also been a director of SLI since May 2003 and a director of New Century  Equity
Holdings  Corp.,  a holding  company  seeking to acquire a new  business,  since
October 2004.

EDGAR J. SMITH,  JR. has been a member of the Company's Board of Directors since
December  2002. He was Vice  President,  General  Counsel and Secretary of Witco
Corporation  from 1998 until his retirement in 1999.  Previously,  Mr. Smith had
been Vice President, General Counsel and Secretary of General Signal Corporation
(NYSE).  Mr. Smith is also a director of two not-for-profit  organizations,  Pro
Arte Singers of Stamford, CT, and the University Glee Club of New York, NY.

                                       4

AUDIT  COMMITTEE OF THE BOARD OF DIRECTORS;  IDENTIFICATION  OF AUDIT  COMMITTEE
FINANCIAL EXPERT

The Board of Directors has a standing Audit Committee,  the members of which are
Gerald M.  Czarnecki,  Edgar J.  Smith,  Jr. and James A.  Risher.  The Board of
Directors has determined  that Mr.  Czarnecki is an "audit  committee  financial
expert" as defined in Item 401(h) of  Regulation  S-K.  Although  the Company is
currently  not  listed  on any  exchange,  each of Mr.  Czarnecki  and the other
members of the Audit Committee is an  "independent  director" as defined in Rule
4200 of the Marketplace Rules of the National Association of Securities Dealers,
Inc.

CODE OF BUSINESS CONDUCT AND ETHICS.

The Company has  adopted a Code of Business  Conduct and Ethics that  applies to
the Company's  Chief Executive  Officer and Principal  Accounting  Officer.  The
Company's  Code of  Business  Conduct  and  Ethics is  posted  on the  Company's
website, WWW.DELGLOBAL.COM.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who own more than ten percent of a registered class of the Company's
equity  securities,  to file  reports  of  ownership  on Form 3 and  changes  in
ownership on Form 4 or Form 5 with the Commission. Such officers,  directors and
10%  stockholders  are also required by Commission  rules to furnish the Company
with copies of all Section 16(a) forms they file.  Based solely on its review of
the copies of such forms received by it, or written representations from certain
reporting persons,  the Company believes,  during the fiscal year ended July 30,
2005,  that there was  compliance  with all Section  16(a)  filing  requirements
applicable to its officers, directors and 10% stockholders.

ADDITIONAL EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT DIRECTORS

MARK A KOCH,  47, was appointed  Treasurer and Principal  Accounting  Officer on
August 24, 2004 and was appointed  Secretary on September 17, 2004. Prior to his
appointment as Treasurer and Principal  Accounting  Officer,  Mr. Koch served as
our  Corporate   Controller  and  Assistant   Secretary   since  February  2003,
responsible  for internal and external  financial  reporting,  domestic  working
capital management, and treasury functions. From 1998 through 2003, Mr. Koch was
Corporate  Controller,  Secretary  and  Treasurer of SEMX  Corporation  a NASDAQ
listed  corporation   providing   specialty  materials  and  thermal  management
solutions to the wireless, internet infrastructure and electronics industries.

CHRISTOPHER  N. JAPP,  44, was  appointed  President - Medical  Systems Group on
November 1, 2005. From 2003 to 2005, Mr. Japp served as Vice President,  Cardiac
Surgery and Vice  President,  Marketing  at St. Jude  Medical  International,  a
global cardiovascular  device manufacturing  company. From 1990 to 2003, he held
positions of  increasing  responsibility  at GE  Healthcare,  including  general
management marketing, sales and product development positions in Canada, Japan,
Hong Kong and the United States.  Mr. Japp is Six Sigma Certified and has a B.S.
in Electrical Engineering from Queen's University, Kingston, Canada.

EDWARD  FERRIS,  49,  served  as  our  Senior  Vice  President,   Corporate  and
Organization Development from July 2002 until his resignation on April 1, 2005.

                                       5

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following Summary Compensation Table sets forth the compensation of
Walter  Schneider,  our Chief  Executive  Officer and our other four most highly
compensated executive officers during our fiscal years ended July 30, 2005, July
31, 2004 and August 2, 2003.

                           SUMMARY COMPENSATION TABLE

                                                                                                 LONG-TERM
                                                      ANNUAL COMPENSATION                      COMPENSATION
                                                                                                   SECURITIES      ALL OTHER
                                                                            OTHER ANNUAL           UNDERLYING       COMPEN-
   NAME AND PRINCIPAL POSITION     YEAR       SALARY ($)  BONUS ($)(1)  COMPENSATION ($)(2)         OPTIONS       SATION ($)
   ---------------------------     ----       ----------  ------------  -------------------         -------       ----------
Walter F. Schneider                2005       $284,181     $         -     $     10,200             100,000(7)    $        -
President and Chief Executive      2004        269,365               -           10,200              50,000(4)             -
Officer                            2003(8)     203,462          22,773           19,140              36,000                -

Mark A Koch                        2005       $167,366     $         -       $        -           $       -       $        -
Treasurer and Principal Accounting 2004        135,937               -                -                   -                -
Officer                            2003        117,763           3,000                -                   -                -

Thomas V. Gilboy                   2005       $ 17,084     $         -       $        -           $        -      $  140,000(9)
Former Chief Financial Officer     2004        206,519               -                -                    -               -
                                   2003(5)     205,320          19,172                -                    -               -

Edward Ferris                      2005      $132,998               -        $        -           $        -         499,491(10)
Former Senior Vice President,      2004       199,149               -            53,250(3)                 -               -
Corporate and                      2003(6)    201,156          21,404            54,060                    -               -
Organizational Development

----------------------------
(1) The  figures  reported  in the bonus  column  represent  amounts  earned and
accrued for each year.

(2) The amounts in this column represent payments on behalf of Messrs. Schneider
and Ferris related to company  apartments for their use. Other than as disclosed
herein,  the aggregate amount of any perquisites or other personal  benefits for
any  individual  executive  officer  was less than  $50,000  or 10% of the total
annual salary and bonus for such  officer,  and is therefore not included in the
above table.

(3) With regard to Mr. Ferris, fiscal year 2004 amounts include an apportionment
of reimbursements of part of the calendar year 2004 tax liability related to the
use of the company apartments of $21,300.

(4) Includes  nonqualified stock options granted on October 20, 2003. Such stock
options become exercisable immediately with an exercise price of $2.10. They are
exercisable through October 20, 2013.

(5) Mr. Gilboy was hired as Chief Financial  Officer on February 27, 2001, at an
annual base salary of $180,000.  Mr. Gilboy  resigned from the Company on August
23, 2004.

(6) Mr. Ferris was hired as Senior Vice President,  Corporate and Organizational
Development  on July 1, 2002 at an annual base salary of  $200,000.  Mr.  Ferris
resigned from the Company on April 1, 2005.

(7) Includes  nonqualified  stock options  granted on April 27, 2005. Such stock
options become  exercisable in increments of 25% per year with an exercise price
of $2.70. They are exercisable through April 27, 2015.

                                       6

(8) Mr.  Schneider  was  hired  on  September  18,  2000  and was  appointed  as
President,  Medical  Systems Group on April 22, 2002, with an annual base salary
of $220,000.  Effective  October 10, 2003, Mr.  Schneider  became  President and
Chief Executive Officer.

(9) Includes $140,000 paid pursuant to a separation  agreement and release dated
as of  September  1,  2004 with  Thomas  Gilboy,  as  described  in  "Separation
Agreements with Certain Former Executive Officers," below.

(10) Includes $499,491 paid pursuant to a separation agreement and release dated
as of April 1, 2005 with Edward Ferris,  as described in "Separation  Agreements
with Certain Former Executive Officers," below.

                                       7

The following options were granted in the fiscal year ended July 30, 2005 to the
executive officers named in the Summary  Compensation Table in this Amendment to
Annual Report on Form 10-K/A for the fiscal year ended July 30, 2005.

                        OPTION GRANTS IN LAST FISCAL YEAR

                               Individual Grants
                                             % of
                                             Total                                        Potential Realizable Value
                                           Options/                                       at Assumed Annual Rates of
                           Number of         SARs                                         Stock Price Appreciation
                          Securities      Granted to      Exercise or                        for Option Term (3)
                          Underlying       Employees       Base Price
                         Options/SARs      in Fiscal       per Share      Expiration
         Name              Granted #       Year (1)        ($/Sh) (2)       Date           5%($)        10%($)
         ----              ---------       ---------      ----------      ----------     --------     ------------

Walter F. Schneider (4)       100,000          100 %          $2.10          4/26/2015   $169,802     $ 430,310
Mark A. Koch                   -
Thomas V. Gilboy               -
Edward Ferris                  -                                                                              -

(1) Based on options to purchase an aggregate of 100,000  shares of Common Stock
granted to employees (including employee directors) during the fiscal year ended
July 30, 2005. The foregoing  total  excludes  options  granted to  non-employee
directors.

(2) The  exercise  price per share of each  option was equal to the quoted  fair
market value of the shares of Common Stock on the date of grant.

(3) The potential realizable value is calculated based on the term of the option
at its time of grant.  It is  calculated by assuming that the stock price on the
date of grant appreciates at the indicated annual rate,  compounded annually for
the entire term of the option and that the option is  exercised  and sold on the
last day of its term  for the  appreciated  stock  price.  The 5% and 10%  rates
represent  certain  assumed rates of  appreciation  only, in accordance with the
rules  of the  Securities  and  Exchange  Commission,  and do  not  reflect  the
Company's  estimate or  projection  of future  stock price  performance.  Actual
gains, if any, are dependent on the actual further  performance of the shares of
Common  Stock,  and no gain to the  optionee is possible  unless the stock price
increases over the option term.

(4) 25% of the shares  subject to the option granted vested on the grant date of
April 27, 2005 and the  remaining  shares vest 25% per year on each  anniversary
date of the grant.

                                       8

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES

                                                           Number Of Securities            Value Of Unexercised
                                                          Underlying Unexercised           In-The-Money Options
                            Shares                      Options At Fiscal Year-End       At Fiscak Year-End ($)(1)
                           Acquired      Value          --------------------------       -------------------------
         Name          On Exercise (#)  Realized ($)   Exercisable     Unexercisable   Exercisable   Unexercisable
         ----          ---------------  ------------   -----------     -------------   -----------   -------------

Walter F. Schneider           -              -           121,000          100,000          $89,900       $15,000
Mark A. Koch                  -              -             7,500                -                -             -
Thomas V. Gilboy              -              -                 -                -                -             -
Edward Ferris                 -              -            37,500                -           11,500             -

------------------
(1)  Difference  between the fair market value of the  underlying  Common Stock,
$2.90, and the exercise price for in-the-money options on July 30, 2005.

Board compensation consists generally of the following:

     o      Each  non-employee  director  will  receive  an annual  retainer  of
            $20,000;

     o      Each non-employee  director will receive an additional fee of $1,000
            per  each  full  length   Board   meeting   attended   (with  lesser
            compensation for telephonic meetings, at the discretion of the chair
            of the Board or committee, as applicable);

     o      Each non-employee  member of each standing  committee will receive a
            fee of $500 per each full-length  committee  meeting  attended;  and
            $250 for shorter duration committee meetings attended;

     o      Chairs of the Board and the various standing  committees,  excepting
            the Audit  Committee,  will receive  double meeting fees. In lieu of
            the  foregoing,  the Chair of the Audit  Committee  will  receive an
            additional $1,000 per Audit Committee meeting; and

     o      Each  non-employee  member of the Board receives a one-time grant of
            25,000  options to purchase  the  Company's  Common  Stock,  with an
            exercise price equal to the fair market value on the date of grant.

From August 1, 2004  through  July 30, 2005,  non-employee  directors  were paid
quarterly retainers,  at a rate of $20,000 per annum for serving on the Board of
Directors.  Directors who are also Company employees receive no compensation for
serving as directors.

                                       9

         EMPLOYMENT AGREEMENTS

         EMPLOYMENT CONTRACTS WITH NAMED EXECUTIVE OFFICERS

On May 23,  2005,  Walter  F.  Schneider  entered  into that  certain  Severance
Benefits  Agreement  with the  Company  dated as of such  date  (the  "Schneider
Severance Agreement"),  a copy of which was filed as an exhibit to the Company's
Current Report on Form 8-K filed on May 25, 2005.  The following  summary of the
Schneider Severance Agreement does not purport to be complete, and is subject to
and  qualified in its entirety by reference to the full text of such  agreement.
Pursuant  to the terms of such  agreement,  upon the  occurrence  of the  events
specified below, Mr. Schneider is entitled to receive a severance  payment equal
to (a) the payment of his full base salary  through the date of the  termination
of his employment at the rate in effect  immediately  prior to such termination;
plus (b) in lieu of any  further  payments,  a  payment  equal to one  times his
annual base salary in effect  prior to the date of  termination  (such  payments
collectively,  the  "Schneider  Severance  Payment").  The  Schneider  Severance
Payment is payable to Mr. Schneider upon the occurrence of the following events:
(a) his  employment  is  involuntarily  terminated by the Company other than for
cause or due to his death or disability;  or (b) he  voluntarily  terminates his
employment because (i) without his express written consent,  he is placed in any
position of  substantially  lesser  stature  than the position he holds with the
Company as of the date of the Schneider  Severance  Agreement (except if another
person that is mutually acceptable to Mr. Schneider and the Company is appointed
to the office of President  of the  Company);  (ii) his annual base  salary,  as
increased from time to time, is reduced; or (iii) the Company hires a person for
the  position  of  President  of  the  Company  that  is not  acceptable  to Mr.
Schneider. Additionally, if Mr. Schneider is entitled to the Schneider Severance
Payment,  he will also be entitled to receive health insurance  coverage for one
year on the same terms as such  coverage is  available to him on the date of the
Schneider Severance  Agreement.  The Schneider Severance Agreement also requires
Mr. Schneider to keep certain  information about the Company  confidential after
the termination of his employment.  The Schneider Severance Agreement expires on
December 31, 2007.

On September 8, 2004, the Company executed a Non-Competition  Agreement with Mr.
Schneider in the form attached as an exhibit to the Company's  Current Report on
Form 8-K filed on September 10, 2004. The following  summary of Mr.  Schneider's
Non-Competition Agreement does not purport to be complete, and is subject to and
qualified in its entirety by reference to the full text of such  agreement.  The
terms of Mr.  Schneider's  Non-Competition  Agreement  provide  for a payment of
$225,000 by the Company to Mr.  Schneider upon the  consummation  of the sale by
the  Company of the  businesses  of both Del  Medical  Imaging  Corp.  and Villa
Sistemi Medicali,  S.p.A. ("Villa"),  provided that Mr. Schneider is employed by
the Company at such time. In consideration  for this payment,  Mr. Schneider has
agreed (i) not to compete  directly or indirectly  with the  businesses in which
the Company or an affiliate  is engaged,  other than the business of Del Medical
Imaging Corp., by owning, managing, operating,  joining, controlling,  financing
or participating in the ownership,  management,  operation, control or financing
of, or being  connected  as an officer,  director,  employee,  member,  partner,
principal, agent, representative, consultant or otherwise with, or use or permit
his name to be used in connection with such a competing  business;  and (ii) not
to directly or indirectly, either for himself or any other person (A) solicit or
induce any  employee,  sales  agent,  independent  sales  organization  or other
independent  contractor  of the  Company or any of its  affiliates  to leave the
employ of or to cease to provide  services,  in whole or in part to, the Company
or its  affiliates,  or to terminate or fail or refuse to renew or  renegotiate,
any  contract  for  services  with the Company or its  affiliates,  whether such
contract  is written or oral,  (B) in any way  interfere  with the  relationship
between  the  Company  or its  affiliates  and an  employee  of or sales  agent,
independent sales  organization or independent  contractor of the Company or its
affiliates,  (C)  employ,  or  otherwise  engage as an  employee,  sales  agent,
independent  sales  organization  or  independent   contractor,   consultant  or
otherwise,   any  employee,  sales  agent,  independent  sales  organization  or
independent  contractor  of the  Company  or its  affiliates,  or (D)  induce or
attempt to induce any customer,  supplier, licensee, or business relation of the
Company or its  affiliates,  to cease  doing  business  with the Company or such
affiliate,  or in any way interfere with the relationship  between any customer,
supplier,  licensee,  or business relation of the Company or its affiliates.  If
Mr. Schneider  breaches the  Non-Competition  Agreement,  he would be liable for
damages and the Company could seek an injunction.

                                       10

On May 23, 2005, Mark A. Koch entered into a Severance  Benefits  Agreement with
the Company dated as of such date (the "Koch Severance Agreement"), a copy which
was filed as an exhibit to the Company's Current Report on Form 8-K filed on May
25,2005.  The following summary of the Koch Severance Agreement does not purport
to be complete,  and is subject to and qualified in its entirety by reference to
the full text of such  agreement.  Pursuant  to the terms of the Koch  Severance
Agreement,  upon the  occurrence  of the events  specified  below,  Mr.  Koch is
entitled  to receive a  severance  payment  equal to (a) the payment of his full
base salary through the date of the termination of his employment at the rate in
effect  immediately prior to such  termination;  plus (b) in lieu of any further
payments, a payment equal to one times his annual base salary in effect prior to
the  date of  termination  (such  payments  collectively,  the  "Koch  Severance
Payment"). The Koch Severance Payment is payable to Mr. Koch upon the occurrence
of the following events:  (a) his employment is involuntarily  terminated by the
Company  other  than for  cause or due to his  death  or  disability;  or (b) he
voluntarily  terminates his employment  because (i) without his express  written
consent,  he is placed in any position of substantially  lesser stature than the
position  he  holds  with  the  Company  as of the  date of the  Koch  Severance
Agreement;  (ii) without his express written  consent,  he is transferred or the
Company  proposes that he be transferred  for any extended  period to a location
that is more than  forty  (40) miles  from the  Company's  location  at which he
performs  services  for  the  Company  as of  the  date  of the  Koch  Severance
Agreement;  or (iii) his annual base salary,  as increased from time to time, is
reduced. Additionally, if Mr. Koch is entitled to the Koch Severance Payment, he
will also be entitled to receive health  insurance  coverage for one year on the
same  terms  as such  coverage  is  available  to him on the  date  of the  Koch
Severance Agreement. The Koch Severance Agreement also requires Mr. Koch to keep
certain information about the Company  confidential after the termination of his
employment. The Koch Severance Agreement expires on December 31, 2006.

SEPARATION AGREEMENTS WITH CERTAIN FORMER EXECUTIVE OFFICERS

THOMAS V. GILBOY AND EDWARD FERRIS

Thomas V. Gilboy served as the Company's  Chief  Financial  Officer until August
23,  2004.  Edward  Ferris  served as the  Company's  Senior Vice  President  of
Corporate and Organizational Development until April 1, 2005.

The  Company  entered  into a  Separation  Agreement  and  Release  dated  as of
September 1, 2004 (the "Gilboy Separation Agreement") with Thomas V. Gilboy, the
Company's former Chief Financial Officer. The following summary does not purport
to be complete and is subject to and  qualified in its entirety by the full text
of such agreement.  The Gilboy  Separation  Agreement was filed as an exhibit to
the Company's  Current Report on Form 8-K filed on September 15, 2004.  Pursuant
to the Gilboy Separation  Agreement,  the Company made severance payments to Mr.
Gilboy aggregating $140,000. In consideration for these payments,  the Change in
Control  Agreement between the Company and Mr. Gilboy dated October 28, 2002 was
terminated  and Mr. Gilboy agreed to release and discharge the Company,  as more
fully described in the Gilboy Separation Agreement.

On June 2, 2005,  the Company  entered into a Separation  Agreement  and Release
dated as of April 1,  2005  (the  "Ferris  Separation  Agreement")  with  Edward
Ferris,   the  Company's   former   Senior  Vice   President  of  Corporate  and
Organizational  Development.  The  following  summary  does  not  purport  to be
complete  and is subject to and  qualified  in its  entirety by the full text of
such agreement.  The Ferris Separation  Agreement was filed as an exhibit to the
Company's  Current  Report on Form 8-K filed on June 2,  2005.  Pursuant  to the
Ferris Separation Agreement, the Company made a severance payment of $474,491.23
to Mr. Ferris.  Additionally,  the Company made a $25,000  payment to Mr. Ferris
representing  payment of certain legal fees and expenses Mr. Ferris  incurred in
connection  with his separation  from the Company.  In  consideration  for these
payments,  the Change in Control  Agreement  between the Company and Mr.  Ferris
dated  October  28, 2002 was  terminated  and Mr.  Ferris  agreed to release and
discharge  the  Company,  as  more  fully  described  in the  Ferris  Separation
Agreement.

                                       11

         COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation  Committee  consists of Merrill A. McPeak as Chairman,
James A. Risher and James R.  Henderson.  None of these  individuals  was at any
time  during the fiscal year ended July 30, 2005 or at any other time one of our
officers or employees.

         None of our  executive  officers  serves  as a member  of the  Board of
Directors or the  compensation  committee of any other entity,  which has one or
more  executive  officers  serving  as a member  of our  Board of  Directors  or
Compensation Committee.

                                       12

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

                      EQUITY COMPENSATION PLAN INFORMATION

         The  following  table  provides  information  as of July 30,  2005 with
respect to our  shares of Common  Stock  that may be issued  under our  existing
equity compensation plans:

                                                                      (a)              (b)                (c)
                                                                   Number of                           Number of
                                                                Securities to be     Weighted-        securities
                                                                  issued upon         average          remaining
                                                                  exercise of     exercise price     available for
                                                                  outstanding     of outstanding    future issuance
                                                                    options,         options,        under equity
                                                                    warrants         warrants        compensation
Plan Category                                                      and rights       and rights         plans(1)
-------------                                                      ----------       ----------         --------
EQUITY COMPENSATION PLANS APPROVED BY SECURITY HOLDERS:
Stock Option Plan                                                  1,662,494         $  3.81            538,681
EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITY HOLDERS:
Warrants issued in connection with the acquisition of Villa(2)        50,000         $  7.94             None
Warrants issued in settlement of class action lawsuit(3)             941,994         $  1.50         Not applicable

(1) Excludes securities reflected in column (a).

(2)  Warrants  granted  to the  former  majority  shareholder  of Villa  Sistemi
Medicali  S.p.A.  ("Villa")  in  connection  with  our  acquisition  of Villa in
December 1999. These warrants expire in December 2005.

(3) Pursuant to our class action  settlement  with our  shareholders  concerning
allegations that the Company had violated federal Securities laws, we issued 2.5
million  shares of our common  stock and one million  warrants  to purchase  our
common stock at $2.00 per share.  The issuance of these  securities was pursuant
to a court order issued in connection  with the  settlement of this class action
lawsuit  in  January  2002,  and  therefore  was  exempt  from the  registration
requirements  of the  Securities  Act of 1933  pursuant  to  Section  3(a)  (10)
thereof. These warrants were originally set to expire in March 2008. In a motion
filed in February  2004, a plaintiff  class claimed  damages due to Del Global's
failure to timely  complete a  registration  statement  for the shares of common
stock  issuable upon exercise of these  warrants.  In settlement of this matter,
Del Global  modified the exercise,  or "strike," price of the warrants issued in
2002 from $2.00 to $1.50 per share,  and  extended the  expiration  date of such
warrants by one year to March 28, 2009.

                                       13

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information  concerning  beneficial  ownership of
Common  Stock of the Company  outstanding  at October 27, 2005 by each person or
entity  (including  any "Group" as such term is used in Section  13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),  known by the
Company to be the beneficial  owner of more than five percent of its outstanding
Common Stock.  The percentage  ownership of each beneficial  owner is based upon
10,630,188 shares of Common Stock issued and outstanding as of October 27, 2005,
plus  shares  issuable  upon  exercise  of  options,   warrants  or  convertible
securities  (exercisable  within 60 days  after said date) that are held by such
person  or  entity,  but not  those  held by any other  person  or  entity.  The
information  presented in this table is based upon the most recent  filings with
the Commission by such persons or upon  information  otherwise  provided by such
persons  to the  Company.  Unless  otherwise  indicated,  the  address  for each
beneficial holder is One Commerce Park, Valhalla, NY 10595.

              Name and address                       Amount and nature of
             of Beneficial Owner                    Beneficial Ownership(1)                Percent of Class
             -------------------                    -----------------------                ----------------
Benson Associates LLC                                  1,159,163(2)                            11.0%
111 SW 5th, Suite 2130
Portland, OR  97204

Royce & Associates LLC                                   656,410(3)                             6.2%
1414 Avenue of the Americas
New York, NY  10019

Warren G. Lichtenstein                                 1,867,062(4)                            17.6%
c/o Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY  10022

Wells Fargo & Company                                  1,415,272(5)                            13.3%
420 Montgomery Street
San Francisco, CA  94104

Wellington Management Co. LLP                          1,020,235(6)                             9.6%
75 State Street
Boston, MA  02109

Samuel P. Sporn                                        1,166,666(7)                            11.0%(7)
c/o Schoengold & Sporn, P.C.
19 Fulton Street, Suite 406
New York, NY  10038

----------------------------------
(1) Unless otherwise noted, each beneficial owner has sole voting and investment
power with respect to the shares shown as beneficially owned by him or it.

(2) According to information  contained in a Schedule 13G/A dated March 5, 2003,
Benson  Associates,  LLC ("Benson"),  an investment advisor registered under the
Investment  Advisors Act of 1940 ("Investment  Act"), is the beneficial owner of
1,159,163 shares of Common Stock. In its role as investment advisor,  Benson has
sole  power to vote and  dispose  of the  shares of Common  Stock but  disclaims
beneficial ownership of such shares owned by it in a fiduciary capacity.

                                       14

(3)  According to  information  contained  in Amendment  No. 3 to a Schedule 13G
dated January 25, 2005, Royce & Associates, LLC ("Royce"), an investment advisor
registered  under the Investment Act, is the beneficial  owner of 656,410 shares
of Common Stock. In its role as investment advisor, Royce has sole power to vote
and dispose of the shares of Common Stock owned by Royce.

(4) According to information  contained in a Form 4 dated April 22, 2005,  Steel
Partners II, L.P., a Delaware limited partnership ("Steel Partners"),  Warren G.
Lichtenstein,  and Steel Partners, LLC, a Delaware limited liability corporation
("Partners LLC") collectively is the beneficial owner of 1,838,416 shares of our
Common  Stock.  Partners  LLC is the  general  partner  of Steel  Partners.  Mr.
Lichtenstein is the sole executive  officer and managing member of Partners LLC.
By  virtue  of  his  positions   with  Steel  Partners  and  Partners  LLC,  Mr.
Lichtenstein  has the sole power to vote and dispose of the 1,838,416  shares of
our  Common  Stock  owned by Steel  Partners  and  Partners  LLC.  According  to
information  contained in an amendment to Schedule 13D filed on a Schedule 13D/A
dated October 16, 2003 filed jointly by Steel  Partners,  Mr.  Lichtenstein  and
WebFinancial    Corporation,    a   Delaware    corporation    ("WebFinancial"),
(collectively,  the "Group"), WebFinancial has sole power to vote and dispose of
28,646 shares of our Common Stock. Mr.  Lichtenstein is also the Chief Executive
Officer and director of WebFinancial  Corporation.  Mr.  Lichtenstein  disclaims
beneficial ownership of the 28,646 shares owned by WebFinancial.

(5)  According to  information  contained  in Amendment  No. 3 on a Schedule 13G
dated  January 21,  2005,  Wells  Fargo & Company  ("Wells  Fargo"),  the parent
company  of  Wells  Capital  Management   Incorporated  ("Wells  Capital"),   an
investment  adviser  registered  under the  Investment  Act,  may be deemed  the
beneficial owner of 1,415,272 shares of Common Stock of the Company.  Clients of
Wells  Capital  are the  owners of record of the shares  held by Wells  Capital.
Accordingly,  in its role as investment advisor, Wells Capital has sole power to
vote as to  1,371,345  shares of our  Common  Stock and sole power to dispose of
1,415,272 shares of our Common Stock.

(6)  According to  information  contained  in Amendment  No. 4 to a Schedule 13G
dated February 14, 2005, Wellington  Management Company, LLP ("Wellington"),  an
investment  advisor  registered  under the  Investment  Act,  may be deemed  the
beneficial owner of 1,020,235 shares of Common Stock of the Company.  Clients of
Wellington  are  the  owners  of  record  of  the  shares  held  by  Wellington.
Accordingly,  in its role as investment advisor,  Wellington has shared power to
vote as to  597,709  of our  Common  Stock and  shared  power to  dispose of all
1,020,235 shares of our Common Stock owned by Wellington.

(7) According to public record, as described below, Mr. Sporn  beneficially owns
1,166,666 shares. However, the Company believes that Mr. Sporn has sold all or a
significant portion of these shares and has not filed a report of such sale with
the  Commission.  According  to  information  contained  in a Schedule 13D dated
January  21,  2003,  Schoengold  &  Sporn,  P.C.  ("Schoengold"),   a  New  York
professional  corporation,  engaged in the  practice  of law,  may be deemed the
beneficial  owner of 833,333  shares of Common Stock.  Messrs.  Samuel P. Sporn,
Joel P. Laitman and Christopher  Lometti are attorneys with Schoengold.  None of
Messrs. Sporn, Laitman or Lometti beneficially own any shares or have individual
power to vote or dispose or direct the  disposition  of the shares of our Common
Stock owned by Schoengold.  Accordingly, Schoengold has sole power to direct the
vote and sole power to dispose  or direct the  disposition  of the shares of our
Common Stock owned by Schoengold.  The beneficial  ownership of Schoengold  also
includes a warrant to purchase 333,333 shares of our Common Stock.

                                       15

                 SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

         The  following  table  sets  forth  information  concerning  beneficial
ownership of Common Stock of the Company  outstanding at October 27, 2005 by (i)
each director;  (ii) each executive officer of the Company (as identified in the
Summary Compensation table) and (iii) by all directors and executive officers of
the Company as a group.  The percentage  ownership of each  beneficial  owner is
based  upon  10,630,188  shares of Common  Stock  issued and  outstanding  as of
October 27, 2005,  plus shares  issuable upon  exercise of options,  warrants or
convertible  securities  (exercisable  within 60 days  after said date) that are
held by such person or entity, but not those held by any other person or entity.
The  information  presented in this table is based upon the most recent  filings
with the Commission by such persons or upon  information  otherwise  provided by
such persons to the Company.  Unless otherwise  indicated,  the address for each
beneficial holder is One Commerce Park, Valhalla, NY 10595.

              NAME AND ADDRESS                      AMOUNT AND NATURE OF
            OF BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP(1)                PERCENT OF CLASS
            -------------------                    -----------------------                ----------------
Thomas V. Gilboy                                                -                                 -
Edward Ferris                                              37,500(2)                              *
Walter F. Schneider                                       133,500(2)                              *
Mark A Koch                                                10,000(2)                              *
Edgar J. Smith, Jr.                                        23,050(2)                              *
Gerald  M. Czarnecki                                       28,750(2)                              *
James Rischer                                               6,250(2)                              *
James R. Henderson                                         18,750(2)(3)                           *
Merrill McPeak                                             11,250(2)                              *
All Directors and Named  Executive  Officers              269,050(2)                            2.5%
as a group
(9 persons)
--------------------------------

*Represents less than 1% of the outstanding shares of our Common Stock.

(1) Unless otherwise noted,  each director and executive officer has sole voting
and investment  power with respect to the shares shown as beneficially  owned by
him.

(2) Includes  shares of our Common Stock which may be acquired upon the exercise
of stock  options  which are presently  exercisable  or will become  exercisable
within 60 days of October 27, 2005 as follows: Edward Ferris - 37,500, Walter F.
Schneider - 133,500,  Mark A. Koch - 7,500,  James A.  Risher - 6,250,  Edgar J.
Smith, Jr. - 18,750, Gerald M. Czarnecki - 18,750, Merrill A. McPeak - 6,250 and
James R. Henderson - 18,750.

(3) Mr.  Henderson is a Vice  President of Steel  Partners,  Ltd.,  an entity of
which Warren G. Lichtenstein is an affiliate by virtue of his ownership of Steel
Partners, Ltd. directly and through Steel Partners II, L.P.  (collectively,  the
"Group"), and Mr. Henderson is also the President and Chief Operating Officer of
WebFinancial.  Mr.  Henderson  disclaims  beneficial  ownership of the 1,832,162
shares of our Common Stock collectively owned by the Group and the 28,646 shares
of our Common Stock owned by WebFinancial.

                                       16

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed by BDO Seidman, LLP for professional services rendered
for the audit of our annual financial  statements set forth in our Annual Report
on Form 10-K for the fiscal year ended July 30, 2005 and (ii) the reviews of the
interim financial  statements included in our Quarterly Reports on Form 10-Q for
that fiscal  year were  $250,000.  On June 30,  2005,  the  Company  engaged BDO
Seidman,LLP as its principal accountants.  The Company filed a Current Report on
Form 8-K on July 7, 2005  describing  this change.  The aggregate fees billed by
Deloitte & Touche for  professional  services  rendered  for the  reviews of the
interim financial  statements included in our Quarterly Reports on Form 10-Q for
the fiscal year ended July 30, 2005 were $103,000.

The aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte
Touche  Tohmatsu,  and their  respective  affiliates  (collectively  "Deloitte &
Touche")  for  professional  services  rendered  for (i) the audit of our annual
financial  statements set forth in our Annual Report on Form 10-K for the fiscal
year  ended  July  31,  2004  and  (ii) the  reviews  of the  interim  financial
statements  included in our Quarterly  Reports on Form 10-Q for that fiscal year
were $626,603.

AUDIT-RELATED FEES

There were no fees billed by BDO Seidman, LLP for Audit-Related services for the
fiscal year ended July 30, 2005.  There were no fees billed by Deloitte & Touche
for Audit-Related services for the fiscal year ended July 31, 2004.

TAX FEES

The  aggregate  fees billed by BDO Seidman,  LLP for tax services for the fiscal
year ended July 30, 2005 were $78,445.  The aggregate  fees billed by Deloitte &
Touche for tax services for the fiscal year ended July 31, 2004 were $53,141. In
both fiscal years, these fees related to tax planning and consulting work.

ALL OTHER FEES

There were no fees for other  professional  services  rendered during the fiscal
years ended July 30, 2005 or July 31, 2004.

The Audit Committee's  policy is to pre-approve  services to be performed by the
Company's  independent  public  accountants in the categories of audit services,
audit-related services, tax services and other services. Additionally, the Audit
Committee will consider on a  case-by-case  basis and, if  appropriate,  approve
specific engagements that are not otherwise pre-approved.

The Audit  Committee has approved all fees and advised us that it has determined
that the non-audit services rendered by BDO Seidman,  LLP during our most recent
fiscal year are compatible with maintaining the independence of such auditors.

                                       17

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) 1.    FINANCIAL STATEMENTS
                     Not Applicable

     2.    FINANCIAL STATEMENT SCHEDULES
                      Not applicable

(b)        EXHIBITS

         The following exhibits are filed herewith or incorporated by reference:

     EXHIBIT
      NUMBER                                             DESCRIPTION OF DOCUMENT
--------------------------------------------------------------------------------
      2.1           Stock  Purchase  Agreement  (related to the  acquisition  of
                    Villa  Sistemi  Medicali  S.p.A.)  dated as of December  28,
                    1999. Filed as Exhibit 2.1 to Del Global  Technologies Corp.
                    Current   Report   on  Form  8-K   dated  May  4,  2000  and
                    incorporated herein by reference.

      2.2           Asset Purchase  Agreement dated as of October 1, 2004 by and
                    between  Spellman High Voltage  Electronics  Corporation and
                    Del Global  Technologies Corp. Filed as Exhibit 99.01 to Del
                    Global  Technologies  Corp. Current Report on Form 8-K filed
                    October 7, 2004 and incorporated herein by reference.

      3.1           Certificate of  Incorporation  dated October 25, 1954. Filed
                    as Exhibit to Del Electronics Corp.  Registration  Statement
                    on  Form  S-1  (No.  2-16839)  and  incorporated  herein  by
                    reference.

      3.2           Certificate  of Amendment of  Certificate  of  Incorporation
                    dated January 26, 1957.  Filed as Exhibit to Del Electronics
                    Corp.  Registration  Statement on Form S-1 (No. 2-16839) and
                    incorporated herein by reference.

      3.3           Certificate  of Amendment of  Certificate  of  Incorporation
                    dated July 12,  1960.  Filed as  Exhibit to Del  Electronics
                    Corp.  Registration  Statement on Form S-1 (No. 2-16839) and
                    incorporated herein by reference.

      3.4           Certificate  of Amendment of  Certificate  of  Incorporation
                    dated  March  18,   1985.   Filed  as  Exhibit  3.5  to  Del
                    Electronics  Corp.  Form 10-K for the year  ended  August 2,
                    1989 and incorporated herein by reference.

      3.5           Certificate  of Amendment of  Certificate  of  Incorporation
                    dated  January  19,  1989.  Filed  as  Exhibit  4.5  to  Del
                    Electronics  Corp. Form S-3 (No.  33-30446) filed August 10,
                    1989 and incorporated herein by reference.

      3.6           Certificate of Amendment of the Certificate of Incorporation
                    of Del Electronics Corp., dated February 5, 1991. Filed with
                    Del Electronics Corp. Proxy Statement dated January 22, 1991
                    and incorporated herein by reference.

      3.7           Certificate of Amendment of the Certificate of Incorporation
                    of Del Electronics  Corp.  dated February 14, 1996. Filed as
                    Exhibit 3.6 to Del Global  Technologies  Corp. Annual Report
                    on  Form  10-K  for  the  year  ended  August  1,  1998  and
                    incorporated herein by reference.

      3.8           Certificate of Amendment of Certificate of  Incorporation of
                    Del Global Technologies Corp. dated February 13, 1997. Filed
                    as  Exhibit  3.1 to  Quarterly  Report  on Form 10-Q for the
                    quarter ended  February 1, 1997 and  incorporated  herein by
                    reference.

                                       18

    EXHIBIT
      NUMBER                                             DESCRIPTION OF DOCUMENT
--------------------------------------------------------------------------------

      3.9           Amended  and  Restated  By-Laws of Del  Global  Technologies
                    Corp.  Filed as Exhibit  3.1 to  Current  Report on Form 8-K
                    dated   September  5,  2001  and   incorporated   herein  by
                    reference.

      3.10          Amendment  No. 1 to the Amended and Restated  By-Laws of Del
                    Global  Technologies  Corp.  dated July 17,  2003.  Filed as
                    Exhibit  3.01 to  Current  Report on Form 8-K dated July 30,
                    2003 and incorporated herein by reference.

      4.1           INTENTIONALLY OMITTED.

      4.2           INTENTIONALLY OMITTED.

      4.8           Warrant Certificate of Laurence Hirschhorn. Filed as Exhibit
                    4.1 to Del Global  Technologies  Corp.  Quarterly  Report on
                    Form  10-Q  for the  quarter  ended  January  29,  2000  and
                    incorporated herein by reference.

      4.9           Warrant Certificate of Steven Anreder.  Filed as Exhibit 4.2
                    to Del Global  Technologies  Corp.  Quarterly Report on Form
                    10-Q for the quarter ended January 29, 2000 and incorporated
                    herein by reference.

      4.10          Warrant  Certificate  of  UBS  Capital  S.p.A.  dated  as of
                    December  28,  1999.  Filed  as  Exhibit  4  to  Del  Global
                    Technologies  Corp.  Quarterly  Report  on Form 10-Q for the
                    quarter  ended January 29, 2000 and  incorporated  herein by
                    reference.

      4.11*         Del Global  Technologies  Corp.  Amended and Restated  Stock
                    Option Plan (as adopted  effective as of January 1, 1994 and
                    as amended December 14, 2000).  Filed as Exhibit 4.11 to Del
                    Global Technologies Corp. Annual Report on Form 10-K for the
                    year  ended  August  3,  2002  and  incorporated  herein  by
                    reference.

      4.12*         Stock Purchase Plan. Filed as Exhibit 4.9 to Del Electronics
                    Corp. Annual Report on Form 10-K for the year ended July 29,
                    1989 and incorporated herein by reference.

      4.13*         Option   Agreement,   substantially  in  the  form  used  in
                    connection  with options  granted  under the Plan.  Filed as
                    Exhibit 4.8 to Del Electronics  Corp.  Annual Report on Form
                    10-K  for the year  ended  July  29,  1989 and  incorporated
                    herein by reference.

      4.14*         Option  Agreement  dated as of December 28,  1999.  Filed as
                    Exhibit 4.2 to Del Global  Technologies Corp. Current Report
                    on Form 8-K  dated May 4,  2000 and  incorporated  herein by
                    reference.

      4.15          Warrant  Agreement   substantially  in  the  form  used  for
                    1,000,000  warrants issued in connection with the settlement
                    of the Class Action  Lawsuit on January 29,  2002.  Filed as
                    Exhibit 10.12 to Del Global Technologies Corp. Annual Report
                    on  Form  10-K  for  the  year  ended  August  3,  2002  and
                    incorporated herein by reference.

      4.16*         Amendment  No.  1 dated  July  17,  2003  to the Del  Global
                    Technologies  Corp.  Amended and Restated  Stock Option Plan
                    (as adopted  effective  as of January 1, 1994 and as amended
                    December  14,  2000).  Filed as  Exhibit  4.1 to Del  Global
                    Technologies  Corp.  Quarterly  Report  on Form 10-Q for the
                    quarterly  period  ended  November 1, 2003 and  incorporated
                    herein by reference.

      4.17*         Amendment  No.  2  dated  July 7,  2005  to the  Del  Global
                    Technologies  Corp.  Amended and Restated  Stock Option Plan
                    (as adopted  effective  as of January 1, 1994 and as amended
                    December 14, 2000 and July 17, 2003). Filed as Exhibit 99.01
                    to Del Global  Technologies Corp. Current Report on Form 8-K
                    dated July 7, 2005 and incorporated herein by reference.

     10.1           INTENTIONALLY OMITTED

     10.2           INTENTIONALLY OMITTED.

                                       19

    EXHIBIT
      NUMBER                                             DESCRIPTION OF DOCUMENT
--------------------------------------------------------------------------------

     10.3           INTENTIONALLY OMITTED.

     10.4           INTENTIONALLY OMITTED.

     10.5           INTENTIONALLY OMITTED.

     10.6           INTENTIONALLY OMITTED.

     10.7           Lease Agreement dated April 7, 1992 between Messenger Realty
                    and Del  Electronics  Corp.  Filed  as  Exhibit  6(a) to Del
                    Electronics  Corp.  Quarterly  Report  on Form  10-Q for the
                    quarter  ended  May  2,  1992  and  incorporated  herein  by
                    reference.

     10.8           Lease  and  Guaranty  of Lease  dated May 25,  1994  between
                    Leshow  Enterprises  and Bertan High Voltage Corp.  Filed as
                    Exhibit 2.5 to Del Electronics Corp.  Current Report on Form
                    8-K  dated  June  10,  1994  and   incorporated   herein  by
                    reference.

     10.9           Lease dated January 4, 1993 between Curto Reynolds  Oelerich
                    Inc.  and Del  Medical  Imaging  Corp.  (formerly  knows  as
                    Gendex-Del Medical Imaging Corp.). Filed as Exhibit 10.21 to
                    the Del Global Technologies Corp.  Registration Statement on
                    Form  S-2  (No.   333-2991)   dated   April  30,   1997  and
                    incorporated herein by reference.

     10.10          Loan and  Security  Agreement  dated June 10,  2002,  in the
                    principal   amount  of   $10,000,000,   between  Del  Global
                    Technologies   Corp.,   Bertan  High  Voltage   Corp.,   RFI
                    Corporation  and Del Medical  Imaging Corp.  (Borrowers) and
                    Transamerica  Business  Capital  Corporation.   The  Company
                    agrees  to  furnish  supplementally  a copy  of any  omitted
                    exhibits  or  schedules  to the SEC upon  request.  Filed as
                    Exhibit  99.01  to Del  Global  Technologies  Corp.  Current
                    Report   on  Form  8-K  filed  on   November   4,  2002  and
                    incorporated herein by reference.

     10.11          Subordinated  Promissory Note substantially in the form used
                    for a  total  principal  amount  of  $2  million  issued  in
                    connection  with the  settlement of the Class Action Lawsuit
                    on January 29,  2002.  Filed as Exhibit  10.11 to Del Global
                    Technologies  Corp.  Annual Report on Form 10-K for the year
                    ended August 3, 2002 and incorporated herein by reference.

     10.12          INTENTIONALLY OMITTED.

     10.13*         Executive  Employment  Agreement  dated May 1, 2001,  by and
                    between Del Global  Technologies  Corp.  and Samuel E. Park.
                    Filed  as  Exhibit  99.1 to Del  Global  Technologies  Corp.
                    Current  Report  on Form 8-K  filed on  August  1,  2001 and
                    incorporated herein by reference.

     10.14*         Change of Control  Agreement  substantially in the form used
                    by the Company for the current  executive  officers as named
                    in Item 11,  except for Samuel E. Park (see Exhibit  10.13).
                    Filed as  Exhibit  10.14 to Del  Global  Technologies  Corp.
                    Annual Report on Form 10-K for the year ended August 3, 2002
                    and incorporated herein by reference.

     10.15          Extension and Modification Agreement (lease agreement) dated
                    as of July 30, 2002 between Praedium II Valhalla LLC and Del
                    Global  Technologies  Corp.  Filed as  Exhibit  10.15 to Del
                    Global Technologies Corp. Annual Report on Form 10-K for the
                    year  ended  August  3,  2002  and  incorporated  herein  by
                    reference.

     10.16          Grant  Decree No.  0213  between the  Ministry of  Industry,
                    Trade and  Handicrafts  and Villa  Sistemi  Medicali  S.p.A.
                    dated  September  6,  1995.  Filed as  Exhibit  10.16 to Del
                    Global Technologies Corp. Annual Report on Form 10-K for the
                    year  ended  August  3,  2002  and  incorporated  herein  by
                    reference.

                                       20

    EXHIBIT
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--------------------------------------------------------------------------------

     10.17          Financial  Property Lease Contract no. 21136 dated March 30,
                    2000 between ING Lease  (Italia)  S.p.A.  and Villa  Sistemi
                    Medicali  S.p.A.  Filed  as  Exhibit  10.17  to  Del  Global
                    Technologies  Corp.  Annual Report on Form 10-K for the year
                    ended August 3, 2002 and incorporated herein by reference.

     10.18          Declaration  of Final  Obligation  between  the  Ministry of
                    Productive  Industry and Villa Sistemi Medicali S.p.A. dated
                    May  6,  2002.   Filed  as  Exhibit   10.18  to  Del  Global
                    Technologies  Corp.  Annual Report on Form 10-K for the year
                    ended August 3, 2002 and incorporated herein by reference.

     10.19          Private Contract between Banca  Mediocredito S.p.A and Villa
                    Sistemi  Medicali  S.p.A.  dated  November  4,  1998  in the
                    principal  amount of 3 billion Lire.  Filed as Exhibit 10.19
                    to Del Global  Technologies Corp. Annual Report on Form 10-K
                    for the year ended August 3, 2002 and incorporated herein by
                    reference.

     10.20*         Change of  Control  Agreement  as  approved  by the Board of
                    Directors  on October 24,  2002,  substantially  in the form
                    used by its  current  executive  officers  (in  the  case of
                    Walter F.  Schneider,  as amended  pursuant to Exhibit 10.22
                    hereof).  Filed as Exhibit 10.20 to Del Global  Technologies
                    Corp.  Annual  Report on Form 10-K for the year ended August
                    3, 2002 and incorporated herein by reference.

     10.21          Waiver and First  Amendment to Loan and  Security  Agreement
                    dated as of November  1, 2002 among Del Global  Technologies
                    Corp.,  Bertan High Voltage Corp.,  RFI  Corporation and Del
                    Medical Imaging Corp.  (Borrowers) and Transamerica Business
                    Capital  Corporation.  Filed as Exhibit  99.02 to Del Global
                    Technologies  Corp.  Current  Report  on Form  8-K  filed on
                    November 4, 2002 and incorporated herein by reference.

     10.22          Second  Amendment to the Loan and Security  Agreement  dated
                    December  17,  2002  among Del  Global  Technologies  Corp.,
                    Bertan High Voltage Corp.,  RFI  Corporation and Del Medical
                    Imaging Corp.  (Borrowers) and Transamerica Business Capital
                    Corporation.   Filed   as   Exhibit   10.1  to  Del   Global
                    Technologies  Corp.  Quarterly  Report  on Form 10-Q for the
                    quarter ended  November 2, 2002 and  incorporated  herein by
                    reference.

     10.23          Settlement Agreement and Release dated March 10, 2003 by and
                    between Del Global  Technologies  Corp. and its  affiliates,
                    subsidiaries,   present  and  former  directors,   officers,
                    agents, accountants,  attorneys, stockholders,  predecessors
                    and the  agents  and  attorneys  of its  present  and former
                    directors,  and  Leonard A.  Trugman  and each of his heirs,
                    administrators,   liquidators,  executors,  successors,  and
                    assigns.  Filed as Exhibit 10.22 to Del Global  Technologies
                    Corp.  Quarterly  Report on Form 10-Q for the quarter  ended
                    February 1, 2003 and incorporated herein by reference.

     10.24          Separation  Agreement  and General  Release of Claims  dated
                    April 9,  2003,  by and  between  James M.  Tiernan  and Del
                    Global  Technologies  Corp.  Filed as  Exhibit  99.01 to Del
                    Global  Technologies  Corp.  Amendment to Current  Report on
                    Form 8-K/A filed on April 23, 2003 and  incorporated  herein
                    by reference.

     10.25          Separation  Agreement  and General  Release of Claims  dated
                    April 9, 2003, by and between David Michael, David Michael &
                    Co., P.C. and Del Global Technologies Corp. Filed as Exhibit
                    99.02 to Del Global Technologies Corp.  Amendment to Current
                    Report  on  Form   8-K/A   filed  on  April  23,   2003  and
                    incorporated herein by reference.

     10.26          Form of Indemnification Agreement. Filed as Exhibit 10.22 to
                    Del Global  Technologies Corp.  Amendment #1 to Registration
                    Statement   on  Form  S-1/A,   filed  on  May  1,  2003  and
                    incorporated herein by reference.

                                       21

    EXHIBIT
      NUMBER                                             DESCRIPTION OF DOCUMENT
--------------------------------------------------------------------------------

     10.27          Amendment to Executive  Employment  Agreement  dated May 28,
                    2003 by and between Del Global Technologies Corp. and Samuel
                    E. Park.  Filed as Exhibit 10.23 to Del Global  Technologies
                    Corp. Quarterly Report on Form 10-Q for the quarterly period
                    ended May 3, 2003 and incorporated herein by reference.

     10.28          Amendment  dated  October  10,  2003 to  Change  of  Control
                    Agreement for Walter F. Schneider  filed as Exhibit 10.28 to
                    Del Global Technologies Corp. Annual Report on Form 10-K for
                    the year  ended  August 2, 2003 and  incorporated  herein by
                    reference.

     10.29          Waiver  and  Third   Amendment  to  the  Loan  and  Security
                    Agreement  dated as of October  30,  2003,  among Del Global
                    Technologies   Corp.,   Bertan  High  Voltage   Corp.,   RFI
                    Corporation  and Del Medical  Imaging Corp.  (Borrowers) and
                    Transamerica  Business Capital  Corporation filed as Exhibit
                    10.29 to Del Global Technologies Corp. Annual Report on Form
                    10-K for the year  ended  August  2,  2003 and  incorporated
                    herein by reference.

     10.30          Waiver,  Consent  and  Fourth  Amendment  to  the  Loan  and
                    Security  Agreement dated as of March 12, 2004, by and among
                    Del Global  Technologies  Corp. and General Electric Capital
                    Corporation,  as successor  by  assignment  to  Transamerica
                    Business  Corporation.  Filed as Exhibit 10.30 to Del Global
                    Technologies  Corp.  Quarterly  Report  on Form 10-Q for the
                    quarterly  period  ended  January 31, 2004 and  incorporated
                    herein by reference.

     10.31*         Letter  Agreement dated as of February 10, 2003 between Mark
                    Koch and Del  Global  Technologies  Corp.  Filed as  Exhibit
                    99.01 to Del Global  Technologies  Corp.  Current  Report on
                    Form 8-K filed  August 27, 2004 and  incorporated  herein by
                    reference.

     10.32          Non-Competition  Agreement  dated as of September 8, 2004 by
                    and  between  Del Global  Technologies  Corp.  and Walter F.
                    Schneider. Filed as Exhibit 99.01 to Del Global Technologies
                    Corp.  Current  Report on Form 8-K filed  September 10, 2004
                    and incorporated herein by reference.

     10.33          Separation  Agreement  and Release  dated as of September 1,
                    2004  between Del Global  Technologies  Corp.  and Thomas V.
                    Gilboy.  Filed as Exhibit  99.01 to Del Global  Technologies
                    Corp.  Current  Report on Form 8-K filed  September 15, 2004
                    and incorporated herein by reference.

     10.34          Amendment No. 1 dated as of September 15, 2004 to the Letter
                    Agreement  dated February 10, 2003 between Mark Koch and Del
                    Global  Technologies  Corp.  Filed as  Exhibit  99.01 to Del
                    Global  Technologies  Corp. Current Report on Form 8-K filed
                    September 20, 2004 and incorporated herein by reference.

     10.35          Loan  Agreement  dated as of September  23, 2004 between Del
                    Global  Technologies  Corp. ("Del Global") and Villa Sistemi
                    Medicali  S.p.A.,  a  subsidiary  of Del  Global.  Filed  as
                    Exhibit  99.01  to Del  Global  Technologies  Corp.  Current
                    Report on Form 8-K filed September 28, 2004 and incorporated
                    herein by reference.

     10.36          Waiver, Consent and Fifth Amendment to the Loan and Security
                    Agreement  dated as of September  23, 2004, by and among Del
                    Global  Technologies  Corp.,  Bertan High Voltage Corp., RFI
                    Corporation  and Del Medical  Imaging Corp.  (Borrowers) and
                    General  Electric  Capital  Corporation,   as  successor  by
                    assignment to  Transamerica  Business  Capital  Corporation.
                    Filed as  Exhibit  99.02 to Del  Global  Technologies  Corp.
                    Current  Report on Form 8-K  filed  September  28,  2004 and
                    incorporated herein by reference.

                                       22

    EXHIBIT
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--------------------------------------------------------------------------------

     10.37          Settlement  Agreement dated as of September 30, 2004, by and
                    among  the  United  States  of  America,  on  behalf  of the
                    Department  of Defense,  acting  through  the United  States
                    Attorney's  Office for the Eastern District of New York, Del
                    Global  Technologies  Corp.  and  RFI  Corporation.  Current
                    Report on Form 8-K filed  October  5, 2004 and  incorporated
                    herein by reference.

     10.38          Assignment,  Assumption  and  Amendment of Lease dated as of
                    October 1, 2004 among DP 16,  LLC,  Del Global  Technologies
                    Corp.  and Spellman  High Voltage  Electronics  Corporation.
                    Filed as  Exhibit  99.02 to Del  Global  Technologies  Corp.
                    Current  Report  on Form  8-K  filed  October  7,  2004  and
                    incorporated herein by reference.

     10.39          First  Amendment to Villa Loan  Agreement  dated October 22,
                    2004 between Del Global  Technologies Corp and Villa Sistemi
                    Medicali,  S.p.A  filed  as  Exhibit  99.01  to  Del  Global
                    Technologies  Corp. Current Report on Form 8-K filed October
                    26, 2004 and incorporated herein by reference.

     10.40          Sixth Amendment to the Loan and Security  Agreement dated as
                    of October  25,  2004 by and among Del  Global  Technologies
                    Corp,  Bertan High Voltage  Corp,  RFI  Corporation  and Del
                    Medical  Imaging  Corp   (Borrowers)  and  General  Electric
                    Capital  Corporation as successor to  Transamerica  Business
                    Capital  Corporation  filed as  Exhibit  99.02 to Del Global
                    Technologies  Corp. Current Report on Form 8-K filed October
                    26, 2004 and incorporated herein by reference.

     10.41          Consent  and  Seventh  Amendment  to the Loan  and  Security
                    Agreement  dated as of  February  2, 2005,  among Del Global
                    Technologies   Corp.,   Bertan  High  Voltage   Corp.,   RFI
                    Corporation and Del Medical Imaging Corp. (Borrowers) and GE
                    Business Capital  Corporation  F/K/A  Transamerica  Business
                    Capital  Corporation  filed as  Exhibit  99.1 to Del  Global
                    Technologies Corp. Current Report on Form 8-K filed February
                    7, 2005 and incorporated herein by reference.

     23.1***        Consent of Deloitte & Touche LLP.

     23.1***        Consent of BDO Seidman LLP.

     31.1***        Certification   of  Chief  Executive   Officer,   Walter  F.
                    Schneider, pursuant to Section 302 of the Sarbanes-Oxley Act
                    of 2002  filed as Exhibit  31.1 to Del  Global  Technologies
                    Corp. Annual Report on Form 10-K for the year ended July 31,
                    2004 and incorporated herein by reference.

     31.2***        Certification of Principal  Accounting  Officer,  Mark Koch,
                    pursuant  to Section 302 of the  Sarbanes-Oxley  Act of 2002
                    filed  as  Exhibit  31.2 to Del  Global  Technologies  Corp.
                    Annual  Report on Form 10-K for the year ended July 31, 2004
                    and incorporated herein by reference.

     31.3**         Certification   of  Chief  Executive   Officer,   Walter  F.
                    Schneider, pursuant to Section 302 of the Sarbanes-Oxley Act
                    of 2002.

     31.4**         Certification of Principal  Accounting  Officer,  Mark Koch,
                    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1***        Certification  of the  Chief  Executive  Officer,  Walter F.
                    Schneider, pursuant to 18 USC. Section 1350 adopted pursuant
                    to Section  906 of the  Sarbanes-Oxley  Act of 2002 filed as
                    Exhibit 32.1 to Del Global  Technologies Corp. Annual Report
                    on  Form  10-K  for  the  year  ended  July  31,   2004  and
                    incorporated herein by reference.

     32.2***        Certification  of the  Principal  Accounting  Officer,  Mark
                    Koch, pursuant to 18 U.S.C. Section 1350 adopted pursuant to
                    Section  906 of the  Sarbanes-Oxley  Act of  2002  filed  as
                    Exhibit 32.2 to Del Global  Technologies Corp. Annual Report
                    on  Form  10-K  for  the  year  ended  July  31,   2004  and
                    incorporated herein by reference.

                                       23

------------

*     Represents a management contract or compensatory plan or arrangement.

**    Filed herewith.

***   Included in the  Company's  Annual Report on Form 10-K for the fiscal year
      ended July 30, 2005, which is being amended hereby.

                                       24

SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

November 23, 2005                      By: /s/ Walter F. Schneider
                                           -------------------------------------
                                           Walter F. Schneider
                                           President and Chief Executive Officer

November 23, 2005                      By: /S/ Mark A. Koch
                                           -------------------------------------
                                           Mark A. Koch
                                           Principal Accounting Officer

                                       25

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

/S/ JAMES R. HENDERSON
--------------------------         Director -- Chairman                               November 23, 2005
James R. Henderson

/S/ WALTER F. SCHNEIDER            Director - President and Chief Executive           November 23, 2005
--------------------------         Officer
Walter F. Schneider

/S/ GERALD M. CZARNECKI            Director                                           November 23, 2005
--------------------------
Gerald M. Czarnecki

/S/ MERRILL A. MCPEAK              Director                                           November 23, 2005
--------------------------
Merrill A. McPeak

/S/ JAMES A. RISHER                Director                                           November 23, 2005
--------------------------
James A. Risher

/S/ EDGAR J. SMITH, JR.            Director                                           November 23, 2005
--------------------------
Edgar J. Smith, Jr.
```