Exhibit 4.3






                      SECOND AMENDMENT TO WARRANT AGREEMENT




               SECOND  AMENDMENT  TO WARRANT  AGREEMENT  dated as of December 4,
1998 between DEL GLOBAL TECHNOLOGIES CORP.  (formerly DEL ELECTRONICS CORP. ), a
New York  corporation ( the "Issuer") and CHASE MANHATTAN  INVESTMENT  HOLDINGS,
L.P.  (formerly  Chase  Manhattan   Investment   Holdings,   Inc.),  a  Delaware
corporation ("Chase").


               WHEREAS,  the  Issuer  and The  Chase  Manhattan  Bank,  N.A.,  a
national banking association and an affiliate of Chase ( the "Bank") are parties
to a  Credit  Agreement  dated  as of May 10,  1994 ( as  heretofore  and as may
hereafter be modified, the " Credit Agreement");


               WHEREAS,  in order to induce the Bank to enter into an  amendment
to the Credit Agreement,  and as compensation therefor, the Issuer authorized an
amendment  to that  certain  Warrant  Agreement , dated as of May 10,  1994,  as
amended on January 27, 1995, with Chase ( the "Warrant Agreement");


               WHEREAS,  all terms used herein and not otherwise  defined herein
shall  have the  meaning  given to them in the  Warrant  Agreement,  if  defined
therein;


               WHEREAS,  the  Debtors  (as such term is  defined  in the  Credit
Agreement)  have  requested  that the Bank modify  certain common stock buy-back
provisions set forth in the Credit Agreement;


               WHEREAS, the Bank is willing to modify such provisions,  but only
if, among other things,  the Issuer agrees to change the Warrant Expiration Date
set forth in the Warrant Agreement; and


               WHEREAS,  the parties hereto desire to set forth their  agreement
with respect to such change in the Warrant Expiration Date;


<PAGE>





               NOW,  THEREFORE,  in  consideration  of the  premises  and  other
          consideration,  the  receipt  and  sufficiency  of  which  are  hereby
          acknowledged, the parties hereto agree as follows:

                1.        The definition of Warrant Expiration Date contained in

                          Section 1.1 of the Warrant Agreement is hereby deleted

                          as of the date  hereof and the  following  substituted

                          therefor: "Warrant Expiration Date" means the later of

                          ( i) July 11,  2001 and  (ii) any  extensions  of that

                          date affected pursuant to Section 11.2 hereof.

                 Section 6.1(d)  is  thereby   amended  to substitute the NASDAQ
                              Stock  Exchange  to  replace  the  American  Stock
                              Exchange.


               3.        Corporate Power: The Issuer has all necessary corporate
                         power and authority to execute, deliver and perform its
                         obligations  under this Amendment and the Warrants,  as
                         hereby  amended,  and issue and deliver the  Substitute
                         Warrant; the execution, delivery and performance by the
                         Issuer of this  Amendment  and the  Substitute  Warrant
                         have been duly  authorized by all  necessary  corporate
                         action  on  its  part;   and  this  Amendment  and  the
                         Substitute   Warrant   have  been  duly   executed  and
                         delivered   by  and  are  legal,   valid  and   binding
                         obligations  of the  Issuer,  enforceable  against  the
                         Issuer  in  accordance  with  their  respective  terms,
                         subject to the  limitations set forth in Section 8.2 of
                         the Warrant  Agreement.  Simultaneously  herewith,  the
                         Issuer is delivering to Chase  resolutions of its Board
                         of Directors  authorizing the execution and delivery of
                         this  Amendment and the  Substitute  Warrant,  together
                         with a  certificate  of  the  Secretary  of the  Issuer
                         certifying that such  resolutions were duly adopted and
                         remain in full force and effect.


               4.        Representations  and  Warranties.  The  Issuer  affirms
                         that,  except as set forth in  paragraph 4 hereof,  the
                         representations  and warranties  contained in Article 8
                         of the Warrant  Agreement  were  correct  when made and
                         continue to be correct on the date hereof.

               5.        Authorized  Capital Stock. The authorized capital stock
                         of the Issuer on the date hereof consists of 20,000,000
                         shares of Common  Stock,  of which,  as of October  31,
                         1998,  there  were  7,648,413  shares of  Common  Stock
                         issued and outstanding.


               6.        Extent  of  Modification.  Except as  specifically  set
                         forth herein,  the terms and  conditions of the Warrant
                         Agreement  remain  unchanged  and  in  full  force  and
                         effect.

<PAGE>

                                   DEL GLOBAL TECHNOLOGIES CORPORATION




                                   BY  /S/ LEONARD A. TRUGMAN
                                       ----------------------
                                   Name:  Leonard A Trugman
                                   Title: Chairman, CEO & President





                                    CHASE MANHATTAN INVESTMENT
                                    HOLDINGS, L.P.





                                    By:/S/GEORGE KELTS III
                                    ----------------------
                                    Name: GEORGE KELTS III
                                    Title: Managing Director and
                                           Chief Administrative Officer



<PAGE>





                                    EXHIBIT A
                               SUBSTITUTE WARRANT


          This Warrant is subject to and is  transferable  only upon  compliance
with the provisions specified in the Warrant Agreement dated as of May 10, 1994,
as amended (the "Warrant  Agreement"),  between Del Global  Technologies  Corp.,
(formerly Del Electronics Corp.), and Chase Manhattan Investment Holdings, L.P.,
(formerly  Chase  Investment  Holdings , Inc.),  a copy of which may be obtained
from Del Global Technologies Corp. or from the holder of this Warrant.

          No.  of Stock Units:   30,900                 Certificate No.  3


                                     WARRANT
                                   to Purchase
                                  Common Stock
                                       of
                          DEL GLOBAL TECHNOLOGIES CORP.


          THIS IS TO CERTIFY that Chase Manhattan Investment  Holdings,  Inc., a
Delaware corporation ("Chase"), or registered assigns, is entitled, at any time,
to purchase an aggregate of Thirty  Thousand Nine Hundred  (30,900) Stock Units,
in whole or in part,  from the Issuer.  This  Warrant may be  exercised,  in the
manner provided in Article 3 of the Warrant Agreement, at any Warrant Expiration
Date,  at a  purchase  price of $ 5.50 per  Stock  Unit (as such  Stock  Unit is
adjusted in accordance with the provisions of the Warrant Agreement), all on the
terms and conditions and pursuant to the provisions  provided  herein and in the
Warrant  Agreement.  Capitalized  terms used herein without  definition have the
meanings assigned to them in the Warrant Agreement.


          THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK,  WITHOUT  REFERENCE TO PRINCIPLES OF CONFLICTS OF
LAW.

          This  Warrant is in  substitution  of and not in  addition  to Warrant
Certificate  No. 002 for 30,900 Stock Units,  dated as of January 27, 1995 , and
issued to Chase.

          IN WITNESS  WHEREOF,  the Issuer  has caused  this  Warrant to be duly
executed  and it's  corporate  seal to be  impressed  hereon and attested by its
Secretary or an Assistant Secretary.

Dated as of December 4, 1998

[CORPORATE SEAL]                                DEL GLOBAL TECHNOLOGIES CORP.



/S/MICHAEL H. TABER                             By:/S/LEONARD A. TRUGMAN
-------------------                                ---------------------
Name:  Michael H. Taber                         Name:  Leonard A. Trugman
       Secretary                                       Chairman, CEO & President