FORM 10-K
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                            ANNUAL REPORT PURSUANT TO
                            SECTION 13 OR 15(d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED AUGUST 2,1997
                          COMMISSION FILE NUMBER 0-3319

                          DEL GLOBAL TECHNOLOGIES CORP.
--------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)



           New  York                                      13-1784308    
(State  or  other  jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)





1 Commerce Park, Valhalla, New York                                10595
(Address of principal executive offices)                         (Zip Code)


Registrant's  telephone  number,  including area code:  914-686-3600
Securities registered  pursuant to Section  12(b) of the Act:  None
Securities  registered pursuant to Section 12(g) of the Act:


Title of each class                    Name of each exchange on which registered
  Common Stock,                                   The Nasdaq Stock Market
 $.10 Par Value

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


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__.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant amounted to $68,588,836 at the close of business on October 31, 1997.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the close of business on October 31, 1997.

                            Common Stock - 7,500,423


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                                     PART I

ITEM 1.           BUSINESS

            The  Company  is  comprised  of (i) Del  Global  Technologies  Corp.
("Del"),  a New York  corporation  which  was  incorporated  in  1954;  (ii) RFI
Corporation ("RFI"), a Delaware  corporation and wholly-owned  subsidiary of the
Company;   (iii)  Dynarad  Corp.   ("Dynarad"),   a  New  York  corporation  and
wholly-owned   subsidiary  of  the  Company;  (iv)  Bertan  High  Voltage  Corp.
("Bertan"),  a New York corporation and wholly-owned  subsidiary of the Company;
(v) Del Medical  Systems  Corp.  ("Del  Medical"),  a New York  corporation  and
wholly-owned subsidiary of the Company and (vi) Gendex-Del Medical Imaging Corp.
("Gendex-Del"),a  Delaware  corporation  and a  wholly-owned  subsidiary  of the
Company (formerly known as the Gendex Medical Division of Dentsply International
Inc.).

            Del Global  Technologies  Corp. is primarily  engaged in the design,
manufacture  and marketing of medical  imaging  systems and critical  electronic
subsystems for medical imaging and diagnostic  products.  The Company's products
are designed to provide  cost-effective,  high-quality solutions to the needs of
its  customers.  The  Company's  medical  imaging  systems  include  mammography
systems,  high frequency x-ray generators and x-ray systems (both stationary and
portable)  sold under both its  tradenames  and private  labels.  The  Company's
critical  electronic  subsystems  are  custom  engineered  to  complex  customer
performance  specifications  and include high voltage power components,  such as
power  supplies,  capacitors,  transformers  and pulse forming  networks.  These
products are utilized by Original Equipment  Manufacturers  ("OEMs") for medical
imaging and diagnostic  products  having a broad range of  applications  such as
computerized   tomography  (CT),   magnetic   resonance   imaging  (MRI),   bone
densitometry,  radiography,  blood  analysis,  medical laser surgery and nuclear
medicine. As a result of its record for quality and reliability, the Company has
developed   close  working   relationships   with  its  OEM   customers.   These
relationships  often  result  in the  Company's  selection  as the  sole  source
provider of these  critical  electronic  subsystems  to OEMs.  The Company  also
designs,  manufactures  and markets  precision  power  conversion  products  for
non-medical   applications   and  electronic  noise   suppression   systems  for
telecommunications equipment.

            The Company's medical systems and critical electronic subsystems are
designed to meet the needs of the healthcare  industry to reduce medical imaging
and diagnostic  costs. The Company focuses its sales,  marketing and development
efforts primarily on medical imaging systems and critical electronic  subsystems
priced at under $100,000 per unit. The Company's  medical imaging systems have a
list price of  approximately  $9,000 to $70,000 per unit;  however,  the Company
believes that its products offer  comparable  performance to competing  products
typically priced higher.  The Company's  cost-effective  medical imaging systems
and subsystems also meet the increasing international demand for such products.

            OEMs  are  also   attempting  to  lower  their  cost  structures  by
outsourcing  their  requirements for certain critical  electronic  subsystems to
lower cost  manufacturers  such as the  Company.  The Company  has  successfully
utilized its engineering and manufacturing  skills to provide such subsystems on
a  cost-effective  basis.  In  addition,  the  Company's  longstanding  customer
relationships  have  provided  the Company  with  substantial  opportunities  to
demonstrate its expertise and expand its sale to OEMs.

            During  the past five years the  Company  has grown  internally  and
through  acquisitions into a company whose  predominant  business is serving the
medical imaging and diagnostic markets.  Most significantly,  in March, 1996 the
Company  completed the  acquisition of certain  assets of Gendex.  The Company's
sales of medical imaging products  increased from  approximately $3.4 million or
17.7% of total net sales in fiscal 1992 to approximately  $35.6 million or 65.1%
of total net sales in fiscal 1997.  Reflecting worldwide demand for its products
and increased  international  sales  efforts,  the Company has increased  export
sales from  approximately  $5.3  million in fiscal 1992 to  approximately  $21.9
million in fiscal 1997.  Export sales  consist of direct sales of the  Company's
products and sales of subsystems that are  incorporated  into OEM's products for
export.

Industry Background

            Medical  Imaging  Systems.  Medical  imaging  systems  of the  types
manufactured  by the Company use x-ray  technology  to produce  images of matter
beneath an opaque  surface.  An imaging  system  principally  consists of a high
voltage  power supply,  an x-ray tube and an image  recording  system,  which is
usually film.  X-rays are generated as a result of high voltage being applied to
the x-ray tube. The performance of the x-ray system, 

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including image resolution,  is directly linked to the precision  performance of
the high voltage  power  supply.  The object to be imaged is placed  between the
x-ray tube and the film.  X-rays,  which are not  reflected by opaque  surfaces,
pass through the object and expose the film. However, if the object is comprised
of areas of varying densities or chemical compositions,  x-rays will be absorbed
by the denser areas or areas of certain  chemical  compositions in proportion to
the density or chemical composition of the matter. As a result, the film will be
exposed  to a varying  degree,  thereby  producing  an image of the  density  or
chemical  variation  within the object.  For  example,  since bone has a greater
density than the surrounding  tissue in the body,  x-rays can be used to produce
an image of a skeleton.

            X-ray systems are differentiated by a number of key  characteristics
such as image resolution, accuracy, portability, size and cost. The design of an
x-ray system  requires  complex  engineering  which  determines the  performance
factors required of the various components of the system.

            Critical Electronic  Subsystems.  Critical electronic subsystems for
medical  imaging and non-medical  applications of the types  manufactured by the
Company  consist  of high  voltage  power  conversion  components  such as power
supplies,  capacitors and transformers.  High voltage power supplies are used to
transform  commercially  generated  electric  power  from  low  voltage  to high
voltage.  High voltage power supplies raise the input voltage from the available
level to the  significantly  higher  level  required to operate  the  customer's
electronic  equipment.  They must be designed to meet specific  requirements and
involve  complex   engineering   including  specialty  high  voltage  magnetics,
specialty engineering materials and unique manufacturing  processes,  as well as
special testing and evaluation techniques.

            Noise Suppression  Products.  Noise suppression products are used to
reduce or  eliminate  interfering  signals  generated  by  internal  or external
electronic  components and equipment  which  otherwise  could interfere with the
normal  operation  of  electronic  equipment  and systems.  A noise  suppression
product may range in size from the  miniature  type,  which  utilizes  discoidal
ceramic monolithic  capacitors  (miniature capacitors made of ceramic material),
to  multi-circuit  subsystems  handling  high power  requirements  and  weighing
thousands  of pounds.  Poor  transmission  reception in  electronic  devices can
result from the proximate  operation of other electronic  devices which generate
unwanted  electrical  signals.  This  problem  is  severely  compounded  in many
communications environments where there are a large number of electronic devices
in a  confined  area,  such as in voice  or data  communications  systems  in an
airplane or ship.  Noise  suppression  products are required by various types of
equipment  manufacturers  in order to comply  with  government  regulations  and
specifications and commercial standards. These products may be integrated within
the  electronic  equipment  for which they have been designed or, in the case of
large noise suppression products,  connected externally to such equipment, or to
an external power source which may power an entire facility.

Medical Imaging Products

            Medical Imaging Systems.  The Company's  medical imaging systems are
sold under the GENDEX, UNIVERSAL and Dynarad brand names. The list prices of the
Company's medical x-ray systems range from  approximately  $9,000 to $70,000 per
unit.

            Mammography  Systems.  The  Company's   mammography  systems  permit
imaging  of the  breast  for  both  screening  and  diagnostic  procedures.  The
MAMEX(TM) high frequency  mammography  system uses a microprocessor  controlled,
constant  potential,  high frequency  generator for greater energy efficiency at
lower kV  outputs,  resulting  in images  with  higher  contrast.  The  system's
sophisticated  "Autocomp"  automatic kV program  ensures proper  selection of kV
within the first 50 milliseconds of exposure,  regardless of breast tissue type.
The NOVA SC Mammography system features "PNEUFLO" pneumatic,  patient controlled
breast compression to reduce procedural  discomfort,  increase x-ray penetration
and produce  superior  image  resolution.  The NOVA SC  Mammography  System also
features a fully integrated micro-processor driven data management system.

            Stationary  Medical X-ray Systems.  Under the GENDEX brand name, the
Company produces a full product line of high frequency medical x-ray generators,
such as the GENDEX GX-30,  which  economically  provide  superior  quality x-ray
generation associated with high frequency technology, resulting in lower patient
dosage, extended tube life and less blurring due to patient motion when compared
to single phase  generators.  The GX-30  generator  was  developed  for both the
replacement and new installation markets.


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            The Company also produces a broad line of single phase  radiographic
generators,  floor and wall tube  mounts,  tables and film  holders.  The EV-200
elevating x-ray table has a four-way float top and adjustable height features to
ease the positioning of  non-ambulatory  and casted  patients.  The Company also
markets a floor rotating tubestand.

            The  Company's  premium  x-ray  products,  the ATC  725/525  line of
products, are anatomically programmed high frequency generators.  The technician
needs  only to input the body  region to be  imaged,  the  desired  view of that
region  and  patient   thickness.   The   generators,   through   microprocessor
controllers,  will then automatically select the proper exposure parameters from
the  database  of  2,400  possible  combinations.   A  total  of  120  different
examinations  covering  eight body  regions and up to 15 views per region can be
preprogrammed into the unit's Anatomically  Programmed Radiology ("APR") memory.
These controls assure the production of consistent films for a given examination
regardless of the technician performing the examination.

            Portable Medical X-Ray Systems.  The Company is also a leader in the
portable  x-ray  market  with its HF-110A  and  PHANTOM  systems.  Both of these
portable systems utilize high frequency, microprocessor controlled technology to
produce  consistent  quality x-rays with the added  advantages of being smaller,
lighter in weight and more  cost-effective  than stationary x-ray systems.  Both
systems are FDA  certified,  UL  recognized  and meet  international  safety and
quality standards. The Dynarad 9000 Series of portable x-ray systems consists of
lightweight  portable  full-wave  rectified  generators,  equipped  with  LCD kV
digital  displays of  pre-indicated  kV. The 9000 Series is  available  on three
mobile stands.  The Dynarad 1200 Series is a compact,  reliable portable system,
designed  for  international  use.  It can be  operated  within a wide  range of
environmental and electrical  conditions.  The 1200 Series is ideal for hospital
clinics,  mobile medical and military field  operations  because it is extremely
lightweight and versatile.

            The portable  Alpha-MPDX  intra-oral  dental  system is built into a
shippable  container which houses all the parts for shipment as well as becoming
the system base in the operational mode. The system's design provides a durable,
lightweight  field  dental x-ray system  capable of operating  from  fluctuating
motor  generator  power or from  domestic  power  sources  around  the  world by
utilizing modern, high frequency power conversion techniques.

            Critical  Electronic  Subsystems  for  Medical   Applications.   The
Company's  research and  development  program is often  conducted in conjunction
with its customers in order to obtain custom solutions for end use requirements.
As a result, the Company is often the sole source provider to its OEM customers.
The Company's high voltage power supplies  deliver  precisely  regulated  output
power  while  operating  over a very  wide  range  of  temperatures,  altitudes,
humidity,  shock and  vibration  conditions.  The  Company  has  designed  power
supplies  that deliver  power over a range from several watts up to 60 kilowatts
with  output  voltage  ranging  from  hundreds  of volts up to  several  hundred
thousand volts. Operating frequencies range from 60 hertz up to 100 kilohertz.

Non-Medical Products

            Critical  Electronic  Subsystems  for High Voltage Power  Conversion
Applications.  The Company's  critical  electronic  subsystems  for high voltage
power conversion  applications  consist of high voltage DC power supplies,  high
and low voltage power supplies and high voltage transformers.  Such products are
used in many leading-edge high technology scientific and industrial applications
by OEMs,  universities and private research  laboratories.  The Company has also
been a supplier of miniature  HV power  supplies  used in detection  systems for
hazardous materials, serving this market for approximately 20 years.

            Noise   Suppression   Products.   Certain  of  the  Company's  noise
suppression  products are  designed to assure that  equipment  manufactured  for
government  applications  meets rigid standards for interference  generation and
susceptibility.  In addition,  these products are designed to prevent classified
cryptographic  and data signals used in government and  industrial  applications
from   accidentally   emanating  and   compromising   government  or  industrial
intelligence.  The Company's noise suppression product designs are listed on the
United States  Government's  Qualified Products Lists. Such products are used on
satellites,  space  applications  and other critical  applications  that require
approved high reliability products.



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            The Company offers custom  designed and standard  noise  suppression
products  to  meet  customer  specifications.  The  Company's  catalog  contains
approximately  1,200 standard  noise  suppression  products.  During fiscal 1997
approximately  65%  of  the  Company's  noise  suppression  product  sales  were
attributable to custom designed products and approximately 35% were attributable
to catalog products.

            Applications.    The   Company   has   developed   state-of-the-art,
multi-channel critical electronic subsystems for industrial laser machining, ion
implantation,  energy  exploration,  electrostatic  deposition,  photomultiplier
tube,  x-ray  tube,  travelling  wave  tube,  cathode  ray  tube  and  ion  pump
applications,   food  processing  and  steel  rolling.  In  addition,   critical
subsystems  of the  Company's  high  voltage DC power  supplies  are included in
analytical and material research  equipment,  nuclear  instrumentation,  process
control equipment,  automatic test equipment,  scanning electron microscopes and
semi-conductor manufacturing equipment.

            The Company's noise suppression  products are used in voice and data
communications  equipment,  computer  equipment  and  government  communications
systems, cellular telephone relay sites (cells) and other state-of-the-art voice
and data transmission  modalities.  The Company's filtering equipment allows the
major suppliers of telephone and cellular services to isolate subscribers' calls
and markedly improve overall system performance.

Marketing, Sales and Distribution

            The Company's  medical imaging systems are distributed in the United
States and certain foreign countries, by a network of approximately 250 dealers.
Medical  imaging  systems  dealers  are  supported  by  the  Company's  regional
managers,  product line managers and technical support groups,  who train dealer
sales  personnel and  participate in customer  calls.  Technical  support in the
selection,  use and maintenance of the Company's products is provided to dealers
and  professionals  by  customer  service  representatives.   The  Company  also
maintains  telephone  hotlines to provide  technical  assistance  to dealers and
professionals.  Additional  product  and  dealer  support  is  provided  through
participation  in  medical  equipment  exhibitions  and trade  advertising.  The
Company  exhibits  its products  at the  American  College  of  Surgeons  Annual
Meetings,  at the Radiological  Society of North American Conferences in Chicago
and at the MEDICA Medical Conference in Dusseldorf, Germany.

            The Company  markets its  critical  electronic  subsystems  for both
medical  and  non-medical   products   through  16  in-house  sales   personnel,
approximately  60  exclusive  independent  sales  representatives  in the United
States and approximately 45 exclusive  international  agents  principally in the
Middle East, Canada,  Europe, Asia,  Australia and India. Sales  representatives
are compensated  primarily on a commission basis; the  international  agents are
compensated either on a commission basis or act as independent distributors. The
Company's marketing efforts emphasize its ability to custom engineer products to
optimal  performance  specifications  and the  Company's  record for quality and
reliability. The Company emphasizes team selling where a sales representative, a
Company engineer and management  personnel work together to market the Company's
products. The Company also markets its products through its catalogs and through
trade journals and participation in industry shows.

Product Development

            The  Company  has an  extensive  ongoing  research  and  development
program.  As of August 2, 1997, the Company  employed 50 persons in research and
development,  who are engaged both in the design of  customized  products and in
the  Company's  ongoing  research  and  development  activities.  The  Company's
expenditures  for research and development  were  approximately  $4.5 million in
fiscal  1997,  $3.4  million in fiscal  1996 and $2.9  million  in fiscal  1995.
Approximately  80% of all new  critical  electronic  subsystems  produced by the
Company  are  designed  and  developed  to  customer  specifications  for use as
components of the customer's  equipment.  For example, the Company has developed
cost-effective anode modules for CT scanners and a "ruggedized" miniature HV oil
exploration  probe for a Fortune  50  multi-national  corporation.  The  Company
generally   retains   all  custom   technology   developed   to  meet   customer
specifications in connection with new electronic subsystems.

            Certain  new  products  are  developed  by the  Company as  standard
products for industry at large after the Company has evaluated their  potential.
Such  products  include  standardized  HV, high  frequency  rack  mounted  power
supplies  and  associated  modules  for  use  as  precision  test  equipment  by
industrial laboratories, universities 
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and research facilities. In addition, many new custom designed noise suppression
products are  eventually  made  available as standard  products in the Company's
catalog.

            The Company has computer-assisted design (CAD) systems to facilitate
the  design of printed  circuit  boards for its power  conversion  products  and
assist in the  mechanical  design of its  products,  thereby  enhancing  product
development and customized design services. The Company utilizes the CAD systems
in the mechanical design of its noise suppression  products in order to optimize
the miniaturization and packaging of such products.

            The Company's long term customer  relationships have facilitated and
enhanced  product  development.  Many  customers have consulted with the Company
concerning their product  development  programs.  enabling the Company to custom
design critical  electronic  subsystems and noise  suppression  products for new
generations of customer products.

Manufacturing

            The Company manufactures its HV power conversion components in three
facilities,  one in Valhalla, New York, one in Hicksville,  New York and a third
in Deer Park, New York.  The Company  manufactures  all of its electronic  noise
suppression  filters and capacitor  components at its facility in Bay Shore, New
York. The Company  manufactures  its cost effective  medical imaging products at
its facility in Deer Park, New York and at its facility in Franklin Park, IL.

            The Company maintains a complete engineering  laboratory for quality
control and environmental  testing. In particular,  the Company has an extensive
environmental  testing  department  for  the  testing  of its  products  against
temperature fluctuations, vibration, shock, humidity, electro-magnetic pulse and
other adverse environmental conditions.

            All of the raw materials  used by the Company in the  manufacture of
its products  are  purchased  from  various  suppliers  and are  available  from
numerous sources.  No single supplier  accounts for a significant  percentage of
the Company's raw material  requirements.  The Company has not  encountered  any
difficulty in obtaining such supplies and believes that if any current source of
supply for a particular  material or  component  became  unavailable,  alternate
sources of supply would be available at comparable price and delivery schedules.

Export Sales

            During the three fiscal  years ended August 2, 1997,  August 3, 1996
and July 29, 1995, export sales accounted for  approximately  40%, 40%, and 36%,
respectively,  of the Company's  revenues.  Export sales are made principally in
Europe, the Far East, North America and the Middle East.

Backlog

            The  Company's  backlog  at August 2, 1997 was  approximately  $23.9
million compared to a backlog of approximately  $23.0 million at August 3, 1996,
and  approximately  $18.9  million at July 29,  1995.  Substantially  all of the
backlog will result in shipments within the next 12 months.

Competition

            The markets for the Company's  products are highly  competitive  and
subject  to  technological   change  and  evolving  industry   requirements  and
standards.  The  Company  believes  that these  trends  will  continue  into the
foreseeable future. Many of the Company's current and potential competitors have
substantially greater financial, marketing and other resources than the Company.
As a  result,  they  may be  able  to  adapt  more  quickly  to new or  emerging
technologies  and  changes  in  customer  requirements,  or  to  devote  greater
resources  to the  promotion  and  sale of  their  products  than  the  Company.
Competition  could  increase  if new  companies  enter the market or if existing
competitors  expand their product  lines or intensify  efforts  within  existing
product  lines.  Although  the  Company  believes  that  its  products  are more
cost-effective than those of its primary competitors, certain competing products
may have other advantages which may limit the Company's market.  There can be no
assurance that continuing  improvements in current or new products will not make
them technically equivalent or superior to the Company's products in addition to
providing cost or other advantages. There can be no assurance 

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that the Company's  current  products,  products under development or ability to
introduce new products will enable it to compete effectively.

Trademarks and Patents

            The  Company's  trademark  properties  contribute  to the  Company's
marketing  position.  To  safeguard  these  properties,  the  Company  maintains
trademark  registrations  in the United States and in significant  international
markets  for its  products.  As part of its  acquisition  of  certain  assets of
Gendex,  the Company  acquired the  UNIVERSAL  tradename  and has been granted a
license to use, in conjunction with the word "medical," the GENDEX tradename for
medical  imaging  systems for five years from March 1996.  The Company  owns the
FILTRON(R)  trademark  for noise  suppression  products.  The  Company  does not
consider that its business is materially dependent on patent protection.

Government Regulation

            The  Company's  medical  imaging  systems are subject to  regulation
under both the Federal Food,  Drug, and Cosmetics Act and the Radiation  Control
for Health and Safety Act.  These  statutes,  in combination  and  individually,
impose  strict  requirements  dealing with the safety,  effectiveness  and other
properties of the products to which they apply and address elements  relating to
the  testing,  manufacturing  standards  and  procedures,  distribution,  record
keeping, report making, labeling,  promotion and radiation emitting qualities of
these  products.  Failure  to comply  can result in,  among  other  things,  the
imposition  of fines,  criminal  prosecution,  recall and  seizure of  products,
injunctions restricting or precluding production or distribution,  the denial of
new product approvals and the withdrawal of existing product approvals.

            Prior to commercial  distribution in the United States, most medical
products, including the Company's, must be filed with the FDA and the facilities
in which they are  manufactured  must be registered with the FDA.  Additionally,
prior to  distribution,  the  products  are required to be subjected to a review
process by the FDA to assess whether they qualify for marketing under a "510(k)"
Premarket Notification Process as substantially equivalent to a product marketed
before May 28, 1976 or whether an  application  for  Premarket  Approval must be
favorably  acted  upon  before  they may be  distributed.  All of the  Company's
products to date have met the appropriate FDA requirement for marketing.

            The Company is also subject to certain other FDA regulations and the
Company's  manufacturing  processes  and  facilities  are subject to  continuing
review by the FDA.  The Company  must also comply with  current GMP  regulations
promulgated by the FDA. These regulations require,  among other things, that (i)
the  manufacturing  process be regulated  and  controlled  by the use of written
procedures  and  (ii)  the  production  of  medical  products,  which  meet  the
manufacturer's specifications, be validated by extensive and detailed testing of
every aspect of the process. They also require investigation of any deficiencies
in the  manufacturing  process or in the products  produced and detailed  record
keeping.  Manufacturing facilities are therefore subject to FDA inspection on an
unscheduled basis to monitor compliance with GMP requirements.  If violations of
the  applicable  regulations  are noted during FDA  inspections of the Company's
manufacturing  facilities,  there  may  be a  material  adverse  effect  on  the
continued  marketing  of  the  Company's  products  through  the  imposition  of
penalties or withdrawal  of  approvals.  The Company is required to expend time,
resources  and effort in product  manufacturing  and  quality  control to ensure
compliance.   The  Company  is  in  substantial   compliance  with  current  GMP
requirements, as well as other applicable FDA regulations.

            The Company's  marketing of its products in several  foreign markets
is subject to qualification and regulation by applicable foreign governments. In
certain foreign markets,  it may be necessary or advantageous to obtain ISO 9000
certification, which is analogous to compliance with the FDA's GMP requirements.
The Company is in the process of obtaining ISO 9000 certification for all of its
operating  facilities;  however,  there can be no assurance that such facilities
will receive ISO 9000 certification or that the Company will be able to continue
to meet the requirements  for ISO 9000  certification.  The Federal  government,
most states and certain foreign countries monitor and require licensing of x-ray
devices and the handling of  radioactive  material.  Failure to comply with such
laws could subject the Company to fines and penalties.  The Company has obtained
the requisite regulatory approval for its systems where it markets its products.
Federal,  state and foreign  regulations  regarding the  manufacture and sale of
medical  devices are subject to future  change.  The Company cannot predict what
impact, if any, such changes might have on its business.

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<PAGE>



            No  assurance  can be  given  that  the  FDA or  foreign  regulatory
agencies  will  give  the  requisite  approvals  or  clearances  for  any of the
Company's  medical  imaging  systems and other products  under  development on a
timely basis, if at all. Moreover, after clearance is given, both in the case of
the Company's  existing  products and any future  products,  these  agencies can
later  withdraw the clearance or require the Company to change the system or its
manufacturing  process or labeling, to supply additional proof of its safety and
effectiveness, or to withdraw, recall, repair, replace or refund the cost of the
medical system, if it is shown to be hazardous or defective.

            The  Company  is  subject  to  various   United  States   government
guidelines and  regulations  relating to the  qualification  of its  non-medical
products for  inclusion in  Government  Qualified  Product  Lists in order to be
eligible to receive purchase orders from a government agency or for inclusion of
a product in a system which will  ultimately be used by a  governmental  agency.
The  Company  has had  many  years  of  experience  in  designing,  testing  and
qualifying its products for sale to governmental  agencies.  Certain  government
contracts are subject to  cancellation  rights.  The Company has  experienced no
material  termination  of a government  contract and is not aware of any pending
terminations of government contracts.

            The  Company  has not  experienced  in  fiscal  1997,  and  does not
anticipate,  any material  expenditures  in connection  with its compliance with
Federal, state or local environmental laws or regulations.

Employees

            As of August 2, 1997, the Company had  approximately  412 employees,
including 7 executive officers, 29 persons in general administration, 24 persons
in  marketing,  302  persons in  manufacturing  and 50 persons in  research  and
development.  The Company believes that its employee relations are good. None of
the Company's employees are represented by a labor union.

ITEM 2.           PROPERTIES

            The Company's  executive  headquarters  are located in a facility in
Valhalla,  New York in which the Company leases approximately 37,000 square feet
and where it designs and manufactures  some of its power conversion  components.
The facility is held under a lease expiring on July 31, 2002. The current annual
base rent for such premises is approximately  $282,000. RFI owns a 55,000 square
foot facility located on four acres in Bay Shore, Long Island,  where it engages
in  electronic   filter   design  and   manufacturing.   Dynarad  Corp.   leases
approximately 24,000 square feet of its facility in Deer Park, New York, under a
lease expiring August 31, 2002,  where it designs and  manufactures  some of its
medical  imaging  products.  The current  annual base rent for such  premises is
approximately  $222,000.  Bertan leases  approximately 38,000 square feet of its
facility in  Hicksville,  New York under a lease  expiring May 31, 2004 where it
designs  and  manufactures  some of its power  conversion  devices.  The current
annual base rent for such premises is approximately $310,000.  Gendex-Del leases
approximately  68,000  square feet of its facility in Franklin  Park, IL under a
lease  which  can be  extended  through  January  2003,  where  it  designs  and
manufactures some of its medical imaging products.  The current annual base rent
for such  premises  is  approximately  $182,000.The  Company  believes  that its
current facilities are sufficient for its present requirements.


ITEM 3.           LEGAL PROCEEDINGS

            RFI is a defendant in an action  pending in the Supreme Court of the
State of New York,  Kings County which  commenced July 25, 1994. The plaintiffs,
Mark Palmer Hansen and the other individuals  named in the pleading,  claim that
while they were employed by Unisys, they were injured as a result of exposure to
an allegedly  toxic  substance  contained  in certain  filters  manufactured  by
Filtron Co., Inc. The principal  defendants in the action are Filtron Co., Inc.,
RFI and Paramax Systems  Corporation.  Plaintiff's exposure to the alleged toxic
substance occurred prior to the Company's purchase of selected assets of Filtron
Co.,  Inc.  from ARX,  Inc.  Furthermore,  Filtron Co.,  Inc. and ARX,  Inc. are
contractually  obligated to indemnify the Company in connection with this claim.
The Company's  product  liability  insurance  carrier has  appointed  counsel to
defend  this  action.  On the advice of  counsel,  the  Company  believes it has
meritorious defenses to the claim.

            Management  does not believe that the  resolution of the above legal
proceeding will have a material effect on the Company's  consolidated  financial
condition, results of operations and cash flows.

                                        8

<PAGE>



ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None.

                                     PART II

ITEM 5.     MARKET  FOR  THE  REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS

            As of June 10,1996 the common stock of Del Global Technologies Corp.
began  trading on the Nasdaq Stock Market under the symbol DGTC.  From April 18,
1990 to June 10,  1996 the common  stock of Del Global  Technologies  Corp.  was
traded on the American Stock Exchange under the symbol DEL. The following  table
shows the high and low closing  sales  prices per share of common  stock for the
past twelve quarters.

                     Year Ending         Year Ending              Year Ending
                    August 2, 1997      August 3, 1996           July 29, 1995
                     High    Low         High    Low              High    Low
                     ----    ---         ----    ---              ----    ---

 First Quarter      10      7 3/4       6 7/16  5 5/16          6  3/16  5
 Second Quarter     10      7 3/8       7 3/4   5 3/4           4 13/16  4  3/8
 Third Quarter       9 5/8  7           8 5/16  7 1/8           5  1/2   4 11/16
 Fourth Quarter     10 1/4  7 1/4      18 7/8   6 13/16         6  7/16  5

The above  prices  have been  restated  to give  retroactive  effect to 3% stock
dividends declared in November,  1996, June, 1996, November, 1995, May, 1995 and
November, 1994.

The approximate  number of holders of record of the Company's  common stock $.10
par value as of August 2, 1997 was 1,182.

Due to the restrictions of its borrowing agreement, the Company has not paid any
cash  dividends,  except for the payment of cash in lieu of  fractional  shares,
since 1983.






ITEM 6.         SELECTED CONSOLIDATED FINANCIAL DATA

The  selected  statements  of income data  presented  for the fiscal years ended
August 2, 1997,  August 3, 1996 and July 29, 1995 and the balance  sheet data as
of August 2,  1997 and  August 3,  1996,  have  been  derived  from the  audited
financial  statements included elsewhere in this Annual Report on Form 10-K. The
selected  statements of income data for the fiscal years ended July 30, 1994 and
July 31, 1993 and the balance sheet data as of July 29, 1995,  July 30, 1994 and
July 31, 1993 have been derived from audited  financial  statements not included
herein. This selected consolidated  financial data should be read in conjunction
with the  Company's  Consolidated  Financial  Statements  and Notes  thereto and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" appearing elsewhere herein.














                                        9

<PAGE>



DEL GLOBAL TECHNOLOGIES CORP.  AND SUBSIDIARIES
<TABLE>
<CAPTION>

                                                                  Fiscal Year Ended
                                         ----------------------------------------------------------------
                                           August 2,    August 3,     July 29,     July 30,     July 31,
INCOME STATEMENT DATA:                      1997(b)      1996(b)       1995(b)      1994(b)      1993(b)
                                           --------     --------      --------     --------     -------- 

<S>                                      <C>           <C>          <C>          <C>          <C>        
  Net sales                              $54,685,289   $43,745,454  $32,596,312  $24,327,015  $22,287,315

  Cost and expenses:
     Cost of sales                        32,854,825    27,355,262   19,177,999   15,179,081   13,455,261
     Research and development              4,548,487     3,429,331    2,861,844    2,253,412    1,712,881
     Selling, general and
       administrative                     10,193,244     7,503,689    6,622,690    4,862,519    4,390,267
     Interest (income) expense - net         (54,470)    1,148,639    1,191,142      576,832      360,149
                                         -----------   -----------  -----------  -----------  -----------
                                          47,542,086    39,436,921   29,853,675   22,871,844   19,918,558
                                         -----------   -----------  -----------  -----------  -----------
  Income before provision
     for income taxes                      7,143,203     4,308,533    2,742,637    1,455,171    2,368,757

  Provision for income taxes               2,231,649     1,393,111      837,428      341,525      708,000
  Cumulative effect of change in
     method for accounting for 
     income taxes                               -              -            -         76,363          -
                                         -----------  ------------  -----------  ----------- ------------

  Net income                             $ 4,911,554  $  2,915,422  $ 1,905,209  $ 1,190,009 $  1,660,757
                                         ===========  ============  ===========  =========== ============

  Net income per common share and 
     common  share  equivalents,  
     before  cumulative effect of
     change in method for 
     accounting for income taxes         $       .58  $        .48  $       .37  $       .21 $        .34

  Cumulative effect of change in 
     method for accounting for
     income taxes                                  -             -            -          .02            -
                                         -----------  ------------  -----------  ----------- ------------
  Net income per common share and
     common share equivalents (a):
     primary                             $       .58  $        .48  $       .37  $       .23 $        .34
                                         ===========  ============  ===========  =========== ============

  Number of shares used in computation
     of primary earnings per share (a)(c)  8,498,404     6,112,248    5,351,493    5,195,108    4,851,175
                                         ===========  ============  ===========  =========== ============

  Number of shares used in computation
     of fully diluted earnings
     per share (a)(c)                      8,524,522     6,112,248    5,374,066    5,195,108    4,854,110
                                         ===========   ===========  ===========  ===========  ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                       As of
                                         ----------------------------------------------------------------
                                          August 2,      August 3,    July 29,      July 30,    July 31,
BALANCE SHEET DATA:                        1997(b)        1996(b)     1995(b)       1994(b)      1993(b)
                                          --------       --------    --------      --------     --------
<S>                                      <C>           <C>          <C>          <C>          <C>        
  Working capital                        $37,007,412   $32,552,295  $20,648,281  $18,530,176  $13,856,981
                                          ==========    ==========   ==========   ==========   ==========

  Total assets                           $64,129,810   $57,729,752  $39,054,634  $36,198,373  $24,969,136
                                          ==========    ==========   ==========   ==========   ==========

  Long-term debt                         $   411,127   $   499,852  $11,902,951  $11,485,722  $ 5,639,290
                                          ==========    ==========   ==========   ==========   ==========

  Shareholders' equity                   $52,530,230   $47,069,528  $19,525,073  $17,698,507  $15,634,240
                                          ==========    ==========   ==========   ==========   ==========

  Common shares outstanding (a)(c)         7,411,979     7,380,106    4,452,244    4,451,040    4,140,923
                                         ===========   ===========  ===========  ===========  ===========
</TABLE>

        (a) Net income per common share and common stock  equivalents  have been
        restated to give effect to stock  dividends in fiscal years 1997,  1996,
        1995,  1994 and  1993.  See  footnote  1 of  notes  to the  consolidated
        financial statements for computation of earnings per share.

        (b) The fiscal years ended August 2, 1997 and August 3, 1996 include the
        operations of Gendex-Del;  the fiscal years ended August 2, 1997, August
        3, 1996,  July 29,  1995,  July 30, 1994 and July 31,  1993  include the
        operations  of Dynarad;  fiscal  years ended  August 2, 1997,  August 3,
        1996, July 29, 1995 and July 30, 1994 include the operations of Bertan.

        (c) Common shares  outstanding for 1997,  1996,  1995, 1994 and 1993 are
        reduced by 104,255,  58,255, 55,165, 16,656 and 4,000 shares of treasury
        stock, respectively.

                                       10

<PAGE>



ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS



This  Management  Discussion and Analysis of Financial  Condition and Results of
Operations contains forward looking statements.  Such statements involve various
risks that may cause actual results to differ  materially.  These risks include,
but are not  limited to, the  ability of the  Company to grow  internally  or by
acquisition  and  to  integrate  acquired   businesses,   changing  industry  or
competitive   conditions,   and  other  risks   referred  to  in  the  Company's
registration  statements  and periodic  reports  filed with the  Securities  and
Exchange Commission.

Overview

                  The  Company's  net sales have  increased  as a result of both
internal growth and acquisitions.  The Company has completed three  acquisitions
in the past five years:  Dynarad (a designer and manufacturer of medical imaging
systems and critical  electronic  subsystems) in fiscal 1993; Bertan (a designer
and  manufacturer  of precision high voltage power supplies and  instrumentation
for  medical and  industrial  applications)  in fiscal  1994;  and  Gendex-Del(a
manufacturer of medical imaging systems) in fiscal 1996. The Company's net sales
have increased from approximately  $18.9 million in fiscal 1992 to approximately
$54.7 million in fiscal 1997, a compounded annual growth rate of 23.6%.

                  During the past five years the  Company  has grown  internally
and through  acquisitions into a company whose  predominant  business is serving
the medical imaging and diagnostic markets. The Company's net sales attributable
to medical imaging  products have increased from  approximately  $3.4 million or
17.7% of total net sales in fiscal 1992 to approximately $25.7 million or 59% of
total net sales and  approximately  $35.6 million or 65.1% of total net sales in
fiscal years 1996 and 1997, respectively.

                  Management believes that recent cost containment trends in the
healthcare  industry have created  opportunities for its cost-effective  medical
imaging products in domestic and international markets. Some of these trends are
increased  demand for lower cost medical  equipment,  outsourcing of systems and
critical  electronic  subsystems by leading OEMs,  increased  demand for certain
diagnostic procedures and lower cost medical services in the global marketplace.

General

                  The  following  discussion  and  analysis  examines  the major
factors  contributing  to the  Company's  financial  condition  and  results  of
operations for the three years ended August 2, 1997, August 3, 1996 and July 29,
1995. The following  discussion and analysis should be read in conjunction  with
the Company's  Consolidated  Financial  Statements  and Notes thereto  appearing
elsewhere in this document.

                  For segment reporting purposes,  the Company has organized its
operations based upon its manufacturing capabilities into two segments: Critical
Electronic  Subsystems and Medical Systems.  The Critical Electronic  Subsystems
segment   includes   sales  of  critical   electronic   subsystems  for  medical
applications  which are  classified  as medical  imaging  products but which are
manufactured within this segment, of approximately $13.2 million,  $11.7 million
and $8.8 million, respectively, for fiscal years ended August 2, 1997, August 3,
1996 and July 29, 1995.  Aggregate sales of medical products were  approximately
$35.6 million, $25.7 million and $14.4 million,  respectively,  for fiscal years
ended August 2, 1997, August 3, 1996 and July 29, 1995.




Results of Operations


                  The following table sets forth, for the years  indicated,  the
percentage  of net  sales  represented  by  items  as  shown  in  the  Company's
Consolidated Statements of Income.


                                       11

<PAGE>



                                                  Fiscal Years Ended
                                            ------------------------------
                                            August 2,  August 3,  July 29,
                                              1997      1996       1995
                                              ----      ----       ----

Net sales                                     100.0%     100.0%    100.0%
Costs and expenses:
Cost of sales                                  60.1       62.5      58.8
Research and development                        8.3        7.8       8.8
Selling, general
   and administrative                          18.6       17.2      20.3
Interest(income)expense - net                   (.1)       2.6       3.7
                                             ------     ------    ------
                                               86.9       90.1      91.6
                                             ------     ------    ------
Income before provision
   for income taxes                            13.1        9.9       8.4
Provision for income taxes                      4.1        3.2       2.6
                                             ------     ------    ------
Net income                                      9.0%       6.7%      5.8%
                                             ======     ======    ======

Fiscal Years 1997, 1996 and 1995

                  Net sales for the Critical  Electronic  Subsystems segment for
fiscal 1997 were  approximately  $32.3 million compared to  approximately  $29.4
million  for  fiscal  1996,  an  increase  of 9.9%.  Net sales for the  Critical
Electronic  Subsystems segment for fiscal 1996 were approximately  $29.4 million
compared to  approximately  $27.0  million for fiscal 1995, an increase of 8.9%.
The increases were due to internal growth as the result of increased  demand for
the  Company's  products.  Net  sales  for  the  Medical  Systems  segment  were
approximately  $22.4  million for fiscal 1997  compared to  approximately  $14.3
million for fiscal  1996,  an increase of 56.6%.  This  increase  was due to the
inclusion of Gendex-Del  for the whole year,  which  contributed  an increase of
approximately  $9.5  million,  which was  partially  offset by reduced  sales of
portable x-ray systems of approximately $1.4 million. Fiscal 1996 included large
initial  orders for portable x-ray systems into the State of Michigan and to the
United  States  Marine Corps.  Net sales for the Medical  Systems  Manufacturing
segment  were  approximately  $14.3  million  for  fiscal  1996 as  compared  to
approximately  $5.6 million in fiscal 1995, an increase of  255.4%.The  increase
was due to  internal  growth of Dynarad of  approximately  $1.4  million and the
acquisition of the Gendex-Del subsidiary, which occurred in March 1996.

                   Cost of sales for the Critical Electronic  Subsystems segment
decreased to 52.6% of net sales in fiscal 1997 from 53.6% of net sales in fiscal
1996. Cost of sales for the Critical Electronic  Subsystems segment decreased to
53.6% of net sales in fiscal  1996 from 55.5% of net sales in fiscal  1995.  The
decrease in cost of sales as a percentage  of net sales in fiscal years 1997 and
1996 were  primarily  due to  improved  operating  efficiencies  and a favorable
product  mix.  Cost of sales in  fiscal  1997 for the  Medical  Systems  segment
decreased to 70.8% of net sales from 73.8% of net sales in fiscal 1996.  Cost of
sales in fiscal 1996 for the Medical Systems  segment  decreased to 73.8% of net
sales  from  75.0%  of net  sales  in  fiscal  1995.  The  fiscal  1997 and 1996
improvements  in margins  from fiscal 1995 are due to the reduced  manufacturing
cost from  efficiencies  implemented  in this segment in both the Gendex-Del and
Dynarad  subsidiaries  and to the  transfer of  manufacturing  of certain of the
Dynarad systems to Gendex-Del.

                  Research and development  costs,  for the Critical  Electronic
Subsystems  segment,  increased 17.2% to  approximately  $3.34 million in fiscal
1997 from approximately  $2.85 million in fiscal 1996.  Research and development
costs,  for  the  Critical  Electronic  Subsystems  segment,  increased  5.1% to
approximately  $2.85 million in fiscal 1996 from approximately  $2.71 million in
fiscal 1995.  These  increases were due to new products being  developed in this
segment. Research and development costs in the Medical Systems segment increased
107% to approximately  $1.21 million in fiscal 1997 from approximately  $583,000
in fiscal 1996.  Research and  development  costs in the Medical Systems segment
increased  281% to  approximately  $583,000  in fiscal  1996 from  approximately
$153,000 in fiscal 1995. These increases were attributable to increased research
and  development 
                                       12
<PAGE>



at  Dynarad  and to  the  inclusion  of  the  research  and  development  of the
Gendex-Del subsidiary for all of fiscal 1997 and part of fiscal 1996.

                   Selling, general and administrative expenses, as a percentage
of sales, in the Critical Electronic Subsystems segment, were approximately $6.1
million or 18.9% of net sales in fiscal 1997 as compared to  approximately  $5.0
million or 16.9% of net sales in fiscal 1996.  The increase in selling,  general
and  administrative  expenses was  primarily  due to the addition of several new
regional  marketing   managers,   higher  levels  of  advertising,   trade  show
attendance, marketing expenses and increased amortization of deferred charges in
fiscal 1997 as  compared to fiscal  1996.  Selling,  general and  administrative
expenses,  as a  percentage  of sales,  in the  Critical  Electronic  Subsystems
segment, were approximately $5.0 million or 16.9% of net sales in fiscal 1996 as
compared to approximately $5.4 million or 19.9% of net sales in fiscal 1995. The
decrease  was due to lower  levels of  advertising  and trade  show  attendance.
Selling,  general and administrative  expenses, for the Medical Systems segment,
were approximately $4.1 million or 18.3% of net sales in fiscal 1997 as compared
to approximately $2.5 million or 17.7% of net sales in fiscal 1996. The increase
was due to higher levels of  advertising,  trade show attendance and an increase
in   amortization   of  certain   intangible   assets.   Selling,   general  and
administrative  expenses,  for the Medical Systems segment,  were  approximately
$2.5  million or 17.7% of net sales in fiscal 1996 as compared to  approximately
$1.2  million or 22.2% of net sales in fiscal  1995.  The  reduction of selling,
general and  administrative  expenses as a percentage of sales was due primarily
to the increased sales volume with the acquisition of Gendex-Del in March 1996.

                  Interest income for fiscal 1997 was approximately $54,000, net
of interest  expense of approximately  $239,000.  Such interest expense included
the  amortization  of the  Company's  interest  rate  protection  agreements  of
approximately  $43,000  and  approximately  $76,000 of bank  commitment  fees on
unused balances.  The Company's reduction in interest from fiscal 1996 is due to
the repayment of  substantially  all of its Bank borrowings as the result of the
equity  offering  completed  in July 1996.  Interest  expense,  net of  interest
income,  for  fiscal  1996 and  1995 was  approximately  $1.1  million  and $1.2
million,  respectively.  Interest expense decreased in fiscal 1996 as the result
of the  completion  of an  equity  offering  in July  1996 and  subsequent  debt
repayments.

                  Income tax  expense  decreased  to 31.2% of pre-tax  income in
fiscal 1997 from 32.3% of pre-tax  income in fiscal 1996,  primarily  due to the
reinstatement  of the  research  and  development  tax credits for all of fiscal
1997.  Income tax expense  increased  to 32.3% of pre-tax  income in fiscal 1996
from  30.5% of pre-tax  income in fiscal  1995,  primarily  due to the effect of
lower research and development  tax credits  available in fiscal 1996 due to the
timing of the  reinstatement  of this tax credit . Fiscal 1996 includes only one
month of this tax  credit as  compared  to fiscal  1995 which has a full year of
this tax credit.

                  Net income for fiscal 1997 was approximately $4.9 million,  an
increase of 68.5% from approximately $2.9 million in fiscal 1996. Net income for
fiscal  1996  was  approximately  $2.9  million,   an  increase  of  53.0%  from
approximately  $1.9 million in fiscal 1995.  Primary and fully diluted  earnings
per share for  fiscal  1997  were  $.58,  an  increase  of $.10 per share  which
represents a 20.8% increase from primary and fully diluted earnings per share of
$.48 in fiscal  1996.  Primary and fully  diluted  earnings per share for fiscal
1996 were $.48, an increase of $.11 per share which  represents a 29.7% increase
from  primary  earnings  per  share  of $.37  in  fiscal  1995.  The  number  of
outstanding shares and common share equivalents increased from approximately 6.1
million shares in fiscal 1996 to approximately 8.5 million shares in fiscal 1997
or 39.3%,  primarily  due to the  results of the public  offering  of  2,275,000
shares  completed  in July 1996.  The  increases  in net income and earnings per
share for fiscal 1997 as  compared  to fiscal 1996 were due to internal  growth,
improved  gross  margins due to  operating  efficiencies,  the  inclusion of the
operations of the  Gendex-Del  subsidiary for a full year in fiscal 1997 and the
repayment of bank borrowings in the fourth quarter of fiscal 1996. The increases
in net income and  earnings per share for fiscal 1996 as compared to fiscal 1995
were due to internal  growth and the addition of the  Gendex-Del  subsidiary  in
March 1996.


Analysis of Financial Condition

Liquidity  and Capital  Resources.  The Company  has funded its  operations  and
acquisitions through a combination of cash flow from operations,  bank borrowing
and the issuance of Common Stock. Cash flows from operations were  approximately
$3.3 million, $3.8 million and $1.3 million for the fiscal years ended August 2,
1997,  August 3,  1996 and July 29,  1995,  respectively.  At August 2, 1997 the
Company had a current ratio of 
                                       13

<PAGE>



approximately 4.96 to 1.0 and the availability of approximately $23.3 million of
bank borrowings under its lines of credit.

Equity  Financing.  In July 1996,  the Company  completed  a public  offering of
2,275,000  shares  of  its  common  stock,   including  275,000  shares  of  the
over-allotment  option.  The net proceeds of this  offering  were  approximately
$21.6 million after deducting underwriters fees and expenses.

Working  Capital.  At August 2, 1997 and August 3, 1996,  the Company's  working
capital was approximately $37.0 million and $32.6 million, respectively. At such
dates the Company had approximately $6.1 million and $5.8 million, respectively,
in cash and cash equivalents.

                  Trade  receivables at August 2, 1997  increased  approximately
$2.0  million as compared  to August 3, 1996  primarily  due to higher  shipping
levels  during the  Company's  fourth  quarter in fiscal 1997 compared to fiscal
1996. Trade receivables at August 3, 1996 increased  approximately  $2.8 million
as compared to July 29, 1995  primarily  as the result of the  inclusion  of the
Gendex-Del receivables of approximately $3.1 million in fiscal year 1996.

                  Cost  and   estimated   earnings  in  excess  of  billings  on
uncompleted  contracts of approximately $1.9 million at August 2, 1997 relate to
long term  contracts  which are accounted for under the percentage of completion
method of accounting.

                  Inventory  at  August  2,  1997  increased  by   approximately
$861,000 as compared to August 3, 1996,  primarily at  Gendex-Del.  Inventory at
August 3, 1996  increased  approximately  $5.8  million as  compared to July 29,
1995.  Approximately  $4.3 million of this  increase was due to the inclusion of
the Gendex-Del  inventory and the balance due to higher  business  levels at the
Company's other operating units.

                  Prepaid   expenses   and  other   current   assets   increased
approximately  $134,000 at August 2, 1997 as  compared  to August 3, 1996.  This
increase was  primarily  attributable  to prepaid  insurance  and other  prepaid
items.  Prepaid  expenses  and  other  current  assets  increased  approximately
$557,000  at August 3, 1996 as  compared  to July 29,  1995.  This  increase  in
prepaid expenses and other current assets was primarily attributable to advanced
payments for inventory of Del Medical  Systems and RFI  Corporation  under their
exclusive  distribution  agreement for  diagnostic  medical image  enhancers and
filtered connectors and the prepaid expenses of Gendex-Del.

                  Accounts payable increased by approximately $243,000 at August
2, 1997 as compared to August 3, 1996. This increase was  attributable to higher
levels of  inventory  required  for  fiscal  1997  shipments.  Accounts  payable
increased  by  approximately  $1.2 million at August 3, 1996 as compared to July
29,  1995,  which was  primarily  attributable  to the  inclusion of accounts of
Gendex-Del,  partly  offset by lower  levels of payables at the other  operating
units.

                  Accrued  liabilities  increased by  approximately  $174,000 at
August 2, 1997 as compared  to August 3, 1996.  The  increase  was due to higher
amounts accrued for vacations and other  personnel  costs.  Accrued  liabilities
increased  by  approximately  $1.6 million at August 3, 1996 as compared to July
29, 1995,  which was primarily  attributable  to the inclusion of Gendex-Del and
taxes payable.

                  Deferred  compensation  liability  increased by  approximately
$177,000  at August 2, 1997 as  compared  to August 3,  1996.  $125,000  of this
increase  relates  to the  fiscal  1997  funding of  deferred  compensation  and
approximately  $52,000  relates  to  recognized  and  unrealized  gains,  on the
underlying   investments.   Deferred   compensation   liability   increased   by
approximately  $167,000 at August 3, 1996 as compared to July 29, 1995. $125,000
of this increase relates to the fiscal 1996 funding of deferred compensation and
approximately  $42,000  relates  to  recognized  and  unrealized  gains,  on the
underlying investments. Gains and losses, either recognized or unrealized, inure
to the benefit or detriment of the  President,  under a contractual  arrangement
between the President and the Company.

Credit  Facility  and  Borrowing.  On  March 5,  1996,  in  connection  with the
acquisition of Gendex,  the Company and its lending bank entered into an Amended
and Restated Credit  Agreement  wherein the bank increased the Company's line of
credit to $24.0 million, consisting of a five year $10.0 million term loan and a
four year revolving 

                                       14

<PAGE>



line of credit of $14.0 million. In connection with the Gendex  acquisition,  on
March 6, 1996 the Company delivered a seven year $1.8 million  subordinated note
to Dentsply  International  Inc. The Company on June 12, 1996,  after  partially
completing  the sale of  2,275,000  shares of common stock was able to repay the
Dentsply loan and all but $600,000 of its bank borrowing. On August 2, 1996, the
Company and its lending bank amended their Credit  Agreement to allow for a five
year $10.0 million  acquisition  credit line to replace the five year term loan.
Borrowings under the Company's  Amended Credit Agreement are now on an unsecured
basis. On August 1, 1997, the Company and its lending bank further amended their
Credit Agreement to increase the provision for letters of credit from $2,000,000
to $4,000,000,  to eliminate the requirement to provide interest rate protection
contracts unless the Company's  borrowings on term loans exceed  $5,000,000,  to
eliminate the requirement to prepare monthly borrowing base  certificates  until
the Company's borrowings and letters of credit outstanding exceed $5,000,000, to
increase the amount that the Company can invest in other  entities  without Bank
prior  approval  from  $250,000  to  $1,000,000  and to provide for a fixed rate
interest option,  at the Company's  request.  At August 2, 1997, the Company had
approximately $13.7 million available under its revolving line of credit,  after
deducting   letters  of  credit   outstanding  of  approximately   $207,000  and
approximately $9.6 million available under its acquisition credit line.

Capital  Expenditures.  The Company  continues  to invest in capital  equipment,
principally  for  its  manufacturing   operations,   in  order  to  improve  its
manufacturing  capabilities and capacity. The Company has expended approximately
$2.7 million, $2.0 million and $1.3 million, respectively, for capital equipment
expenditures in fiscal years 1997, 1996 and 1995, respectively.

Shareholders'  Equity.  Shareholders'  equity increased to  approximately  $52.5
million at August 2, 1997 from  approximately  $47.1  million at August 3, 1996,
primarily  due to the results of  operations.  Additionally,  during fiscal 1997
approximately 73,000 stock options and warrants were exercised, with proceeds of
approximately  $422,000 and 46,000 shares of common stock were  repurchased at a
cost of approximately $367,000.

Effects of New Accounting Pronouncements

Earnings Per Share. In February 1997, the Financial  Accounting  Standards Board
("FASB") issued Statement of Financial  Accounting  Standards  ("SFAS") No. 128,
"Earnings  per Share."  This  statement is effective  for  financial  statements
issued for periods ending after December 15, 1997.  Management has evaluated the
effect on its  financial  reporting  from the  adoption  of this  statement  and
believes it will be  significant.  If SFAS No. 128 were effective for the fiscal
year ended August 2, 1997, the effect of  implementation  would have resulted in
"Basic  Earnings per Share" of $.66 and "Diluted  Earnings per Share" of $.58.

Disclosure of Information  About Capital  Structure.  In February 1997, the FASB
issued SFAS No. 129 "Disclosure of Information  About Capital  Structure."  This
statement is effective for years ending after December 15, 1997.  Management has
evaluated  the effect of this  statement on its financial  reporting  and, as it
contains no change in disclosure  requirements for entities that were previously
subject  to  the  requirements  of  APB  Opinions  10,  15 and  47,  no  further
disclosures are needed.

Reporting of  Comprehensive  Income.  In February 1997, the FASB issued SFAS No.
130 "Reporting of Comprehensive  Income."  This statement is effective for years
ending after  December 15, 1997.  Management  has  evaluated  the effect of this
statement on its financial reporting from the adoption of this statement and has
found that no further disclosures are needed.

Disclosures  About  Segments of an Enterprise and Related  Information.  In June
1997, the FASB issued SFAS No. 131 "Disclosures  About Segments of an Enterprise
and Related  Information".  SFAS No. 131  requires  the  reporting of profit and
loss, specific revenue and expense items, and assets for reportable segments. It
also requires the reconciliation of total segment revenues, total segment profit
and loss,  total segment assets and other amounts  disclosed for segments to the
corresponding  amounts  in  the  general  purpose  financial  statements.   This
statement is effective for financial  statements issued for periods ending after
December  15,  1997.  The  Company  has  not  yet  determined   what  additional
disclosures may be required in connection with adopting SFAS No. 131.






                                       15

<PAGE>



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Reference  is made  to  Financial  Statements  and  Supplementary  Data
attached hereto and made a part hereof.



ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

         None

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

            Name                        Age             Position

Leonard A. Trugman (1)..................59   Chairman of the Board, Chief
                                             Executive Officer and President

David Engel.............................48   Executive Vice President and 
                                             Chief Financial Officer

Louis J. Farin, Sr......................54   Vice President and General Manager
                                             of Del Power Conversion Division

Paul J. Liesman.........................36   Vice President and General Manager
                                             of Bertan High Voltage Corp.

John Mankowich..........................53   Vice President and General Manager
                                             of Gendex-Del Medical Imaging Corp.

Seymour Rubin...........................67   Vice President and President of RFI
                                             Corporation, Director

Michael H. Taber........................52   Vice President - Finance, Secretary
                                             and Chief Accounting Officer

Natan V. Bertman  (1)(2)................68   Director


David Michael (1)(2)(3).................60   Director


James Tiernan (3).......................73   Director

(1)  Member of the Audit Committee
(2)  Member of the Compensation Committee
(3)  Member of the Stock Option Committee

            The officers of the Company,  with the exception of Mr. Trugman, are
elected or  appointed by the Board of Directors to hold office until the meeting
of the Board of Directors  following  the next annual  meeting of  shareholders.
Subject to the right of the Company to remove officers  pursuant to its By-Laws,
officers serve until their successors are chosen and have qualified. Mr. Trugman
holds his position pursuant to an employment agreement which expires on July 31,
2000.


                                       16

<PAGE>



            Leonard A. Trugman has been Chairman of the Board,  Chief  Executive
Officer and President from  September 1985 to the present.  Mr. Trugman was Vice
President  of  Operations  at  General  Microwave  Corporation,  an AMEX  traded
microwave  components  company from 1981 to 1985.  Mr. Trugman holds a Master of
Science  Degree  in  Mechanical  Engineering  and a Masters  Degree in  Business
Administration.

            David Engel has been Executive  Vice  President and Chief  Financial
Officer  since January 1996.  Mr. Engel was Executive  Vice  President of Bertan
High  Voltage  Corp.  from  November  1994 to January  1996.  Mr. Engel was Vice
President - Finance and  Administration  at Bertan High Voltage Corp. from March
1981 to November 1994.

            Louis J. Farin,  Sr. has been Vice President and General  Manager of
Del Power  Conversion  Division  from August 1994 to the present.  Mr. Farin had
been Senior Vice President-Operations of the Company since December 1986.

            Paul J.  Liesman  has been Vice  President  and Vice  President  and
General Manager of Bertan High Voltage Corp.  since May 1996. From March 1996 to
May 1996,  Mr.  Liesman was Vice  President - Operations  of Bertan High Voltage
Corp.  From January 1995 to March 1996, he was  Operations  Manager at Del Power
Conversion.  Mr. Liesman was Chief  Mechanical  Engineer at Del Power Conversion
from March 1990 to January 1995.  Mr. Liesman holds a Masters Degree in Business
Administration and a Bachelor of Science Degree in Mechanical Engineering.

            John  Mankowich  has been  Vice  President  and Vice  President  and
General  Manager of  Gendex-Del  Medical  Imaging Corp.  since April 1997.  From
November  1994 to April 1997,  Mr.  Mankowich  was a Director  of  International
Operations  for Lorad Corp.,  a Division of Trex Medical.  From November 1993 to
November  1994, he was Director of Business  Development of E-MED, a Division of
E-Systems  Corp.  From September 1990 to November 1993, he was President and CEO
of Norland Corporation. Mr. Mankowich holds a Masters Degree in Bio-Chemistry.

            Seymour Rubin has been Vice  President of the Company since December
1989 and was elected a director of the Company in February 1990. Mr. Rubin was a
co-founder of RFI Corporation. Mr. Rubin was the Executive Vice President of RFI
Corporation  from  1968 to  February  1990  and has been  the  President  of RFI
Corporation  since February 1990. Mr. Rubin holds a Masters of Science Degree in
Engineering.

            Michael  H.  Taber  has been  Vice  President  -  Finance  and Chief
Accounting  Officer of the Company from January  1996.  Mr. Taber was  appointed
Secretary in October 1994. Mr. Taber was Chief Financial  Officer of the Company
from  January 1993 to December 31,  1995.  Mr. Taber was the  Assistant  General
Manager of RFI  Corporation  from  October  1991 to April  1992.  Mr.  Taber was
President of Filtron Co., Inc. from August 1990 to October 1992. Mr. Taber holds
a Masters Degree in Accounting and is a Certified Public Accountant.

            Natan V. Bertman has served as a director of the Company since 1985.
He is a partner in the law firm of Bertman & Levine.

            David Michael has served as a director of the Company since 1985. He
is President of David Michael & Co., PC and is a Certified Public Accountant.

            James Tiernan has served as a director of the Company since 1985. He
is a former Senior Vice President of Chase Manhattan Bank, New York, NY.

            Dr.  Raymond  Kaufman,  the former  Chairman and  Co-founder  of the
Company,  resigned  from the  Company's  Board in April  1996.  At such time Dr.
Kaufman was named  Director  Emeritus of the  Company.  He holds a Doctorate  in
Physics.

Section 16(a) Beneficial Ownership of the Securities Exchange Act of 1934

     Section  16(a)  of the  Exchange  Act  requires  the  Company's  directors,
executive   officers  and  persons  holding  more  than  10%  of  the  Company's
outstanding  Common Stock to file with the  Securities  and Exchange  Commission
initial  reports of  ownership,  or changes in ownership  and annual  reports of
ownership of Common 
       


                                       17

<PAGE>



Stock and other equity  securities of the Company.  Specific due dates for these
reports have been  established  and the Company is required  toreport herein any
failure to file by these dates in fiscal 1997. Leonard A. Trugman and Michael H.
Taber were late in reporting  shares owned by them under the Company's  Employee
Stock  Purchase  Plan ("Stock  Purchase  Plan").  David Engel,  Paul Liesman and
Seymour Rubin were late in reporting  the grant of stock options  issued to them
on November 6, 1996 under the  Company's  Stock Option Plan  ("Plan") and shares
owned by them under the Stock Purchase  Plan.  Louis Farin was late in reporting
the grant of stock  options  issued to him on  November  6, 1996 under the Plan.
John Mankowich was late in filing a Form 3 and reporting  stock options  granted
to him on April 18, 1997 under the Plan.

ITEM 11.          EXECUTIVE COMPENSATION

       The following  table sets forth,  for the three fiscal years ended August
       2, 1997, certain  compensation  information with respect to the Company's
       Chief  Executive   Officer  and  each  of  the  four  other  most  highly
       compensated  executive officers,  and two additional  individuals,  based
       upon salary and bonus earned by such executive  officers and  individuals
       in the fiscal year ended August 2, 1997.
<TABLE>
<CAPTION>

                                                      SUMMARY COMPENSATION TABLE
                                                                                            Long-term Compensation
                                             Annual Compensation                                    Awards
                              ---------------------------------------------------   ---------------------------------------- 
                                                                                                     Securities
                                                                                    Restricted       Underlying   All Other
Name and Principal                                                Other Annual        Stock           Options   Compensation
    Position                  Year      Salary($)     Bonus($)    Compensation($)    Awards($)        SARS (#)    ($) (1)
    --------------            ----      ---------     --------    ---------------   ----------        -------     -------
<S>                           <C>        <C>          <C>          <C>              <C>               <C>          <C>   
    Leonard A. Trugman        1997       303,876      488,541(2)              -             -              -       43,313
      Chairman, CEO           1996       289,406      343,318(2)              -             -              -       39,708
      and President           1995       275,625      257,273(2)              -             -          56,275      40,356

    Seymour Rubin             1997       225,000       50,000                 -             -           5,150      14,124
      Vice President          1996       223,379       32,284                 -             -          10,609       7,274
      and President of        1995       210,000       50,000                 -             -          11,255       8,539
      RFI Corporation

    Michael H. Taber          1997       104,000       15,000          62,821(3)            -           5,150       9,655
       V.P. Finance,          1996       100,000       12,500                 -             -           7,957       3,002
       Secretary and          1995        92,500       10,000                 -             -           5,628       3,002
       Chief Acctg. Officer

    David Engel               1997       125,000       44,535                 -             -           7,725       2,062
       Executive Vice         1996       109,423        7,500                 -             -          10,609       1,496
       President/CFO          1995        86,634        1,500                 -             -           5,628         666

    Louis J. Farin, Sr.       1997       110,000       15,000                 -             -           5,150       9,183
      Sr. Vice President,     1996       105,000       20,815                 -             -          10,609       1,532
      V.P. & Genl. Mgr. -     1995       100,000        4,000                 -             -               -           -
      Del Power Conversion

    Howard Bertan(4)          1997       144,063      111,910                 -             -          10,000      12,014(5)
      Senior Technical        1996       154,918      117,665                 -             -          10,609       1,655
      Consultant              1995       139,192       72,154                 -             -               -       1,000

    George Solomon(6)         1997       128,983        5,000                 -             -           2,575       2,203
      V.P. - Intl. Sales &    1996       164,721        5,000                 -             -          10,609       1,410
      Mktg., President of     1995       155,392        5,000                 -             -               -       1,000
      Del Medical Systems
</TABLE>


                                       18

<PAGE>

(1) Includes insurance premiums where families of the officers are beneficiaries
and automobile  expense  allowances. 

(2) Includes  deferred  compensation in the amount of $125,000 for each of 1997,
1996 and 1995 fiscal years, respectively.
       
(3) Earnings related to exercise of nonqualified stock options.

(4) Mr. Bertan was President of Bertan High Voltage Corp. until May 28, 1996, at
which time he became a Senior Technical Consultant to the Company.

(5) Includes  non-compete payments of $9,648. 

(6) Mr. Solomon resigned as of May 2, 1997.

Stock Options Granted to Certain Executive Officers During the Last Fiscal Year

            The following table sets forth certain information regarding options
for the  purchase  of the  Company's  Common  Stock  that  were  awarded  to the
Company's  Chief  Executive  Officer  and each of the  four  other  most  highly
compensated executive officers and two additional individuals, based upon salary
and bonus earned by such executive  officers and  individuals in the fiscal year
ended August 2, 1997.

<TABLE>
<CAPTION>

                                                 OPTION GRANTS IN LAST FISCAL YEAR


      Individual Grants (1)
                                                                                            Potential Realizable
                                                                                              Value at Assumed
                                            % of Total                                        Annual Rates of
                                             Options                                       Stock Price Appreciation
                                            Granted to     Exercise or                        for Option Term
                               Options      Employees      Base Price    Expiration       --------------------------                
            Name              Granted(#   In Fiscal Year     ($)(Sh)        Date          5% ($) (1)       10%($)(1)
     ---------------------    ---------   --------------   ----------   ------------      ----------       ---------

<S>                             <C>            <C>              <C>       <C>              <C>             <C>
     Leonard A.Trugman               -          -                   -           -              -                 -

     Seymour Rubin               5,150          4%              $8.25     11/06/11         $45,840         $134,993

     Michael H. Taber            5,150          4%              $8.25     11/06/11         $45,840         $134,993

     David Engel                 7,725          6%              $8.25     11/06/11         $68,762         $202,490

     Louis J. Farin, Sr.         5,150          4%              $8.25     11/06/11         $45,840         $134,993

     Howard Bertan              10,000          7%              $8.63      3/25/12         $93,111         $274,197

     George Solomon              2,575          2%              $8.25     11/06/11         $22,920          $67,496

     ----------------------
</TABLE>
     (1) Fair market  value of stock on grant date  compounded  annually at rate
         shown in column heading, for the option term, less exercise price.

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

         The following table sets forth certain  information  regarding  options
for the purchase of the Company's  Common Stock that were  exercised and or held
by the Company's Chief Executive  Officer and each of the four other most highly
compensated executive officers and two additional individuals, based upon salary
and bonus earned by such executive  officers and  individuals in the fiscal year
ended August 2, 1997.

<TABLE>
<CAPTION>
                                                                                                   Value of Unexercised
                                  Shares                               Number of Unexercised       In-the-Money Options
                                 Acquired on          Value          Options at Fiscal Year-End  at Fiscal Year-End ($)(2)
      Name                      Exercise(#)       Realized($)(1)     Exercisable/Unexercisable   Exercisable/Unexercisable
   ----------                   -----------       --------------     -------------------------   -------------------------

<S>                                <C>              <C>                    <C>     <C>            <C>         <C>     
Leonard A. Trugman                    -                  -                 722,160/28,138         $ 5,867,089/$163,482

Seymour Rubin                         -                  -                 122,247/26,420         $   777,312/$118,189

Michael H. Taber                   15,749            $62,821                     0/15,469         $         0/$62,526

David Engel                           -                  -                   9,813/19,777         $    48,748/$70,551

Louis J. Farin, Sr.                   -                  -                  31,473/20,441             $   194,509/$79,119

Howard Bertan                         -                  -                  54,444/7,957          $   211,461/$32,385

George Solomon                        -                  -                  11,876/0              $    62,172/$0
</TABLE>


                                       19

<PAGE>



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

(1) Difference  between the fair market value of the common stock  purchased and
the exercise price on the date of exercise.

(2) Difference  between the fair market value of the underlying common stock and
the exercise price for in-the-money options on August 2, 1997 ($10.25).

            Directors  of the  Company did not  receive  compensation  for their
services  as such  except a fee of  $1,000  for  each  meeting  of the  Board of
Directors which they attend.  Messrs.  Trugman and Rubin have waived their right
to receive such compensation.

Employment Agreements

         Mr. Leonard  Trugman has an amended and restated  employment  agreement
with the Company,  effective as of August 1, 1992 which was subsequently amended
on July 20, 1994 and  September 1, 1994,  which ends July 31, 2000,  pursuant to
which he has agreed to serve as Chairman,  President and Chief Executive Officer
of the  Company.  Mr.  Trugman's  annual base salary was $303,876 for the fiscal
year ended August 2, 1997.  His annual base salary for the fiscal year August 2,
1997 through August 1, 1998 is determined by multiplying $303,876 by the greater
of five percent or the increase in the Consumer Price Index as of August 1, 1997
over the amount of such index as of August 1, 1996.  Mr. Trugman also receives a
bonus each year equal to five (5%) percent of the  Company's  pre-tax net income
for such year. Mr. Trugman's contract also provides for a deferred  compensation
account  whereby the Company shall  deposit (a) $100,000  annually and (b) after
receipt of the  Company's  audited  financial  statements  with  respect to each
fiscal  year,  an amount  equal to the  lesser of (x)  $25,000  or (y) five (5%)
percent of the Company's  pre-tax net income for such fiscal year less $100,000.
Also included in Mr. Trugman's  agreement are certain benefits in the event of a
change of control.  Either upon  completion of the term of the agreement or upon
request at any time,  Mr.  Trugman may opt for a five year extension in the form
of  a  consulting  contract  at a  rate  specified  within  the  agreement.  The
employment   agreement   contains  standard   confidentiality   and  non-compete
provisions.

         Mr. Leonard  Michaels,  who joined the Company as of September 1, 1992,
with the  acquisition  of Dynarad  Corp.,  has an employment  agreement with the
Company  wherein he is employed as a technical  consultant  to the Company  from
April 1, 1996 until July 29, 2002. Upon execution of such employment  agreement,
Mr. Michaels  received a signing bonus of $250,000 in the fiscal year ended July
31, 1993.  During fiscal 1997, due to a reduction in job  responsibilities,  the
Company wrote off the unamortized  balance of such signing bonus, and the charge
to fiscal 1997 earnings was $158,854.  Under  provisions of the consulting phase
of the employment  agreement,  Mr. Michaels' consulting fees for the fiscal year
ended August 2, 1997 were $117,970.  In consideration of Mr. Michaels'  covenant
not-to-compete  for ten  years as set  forth  in his  employment  agreement,  he
received  upon  execution  thereof a payment of $257,400  during the fiscal year
ended July 31, 1993, and during the ten year term thereof,  shall receive annual
non-compete payments of $52,000.

         Mr. Howard Bertan had an employment  agreement with Bertan High Voltage
Corp.  which  commenced on April 24, 1994 and  terminated on April 23, 1997. The
employment  agreement  provided for the payment of a base salary of $154,350 for
the period which  commenced on April 24, 1996 and  terminated on April 23, 1997.
Mr.  Bertan also receives a bonus with respect to each fiscal year equal to five
(5%)  percent of the Bertan  High  Voltage  Corp.'s  pre-tax net income for such
year.  The  employment   agreement   contained  standard   confidentiality   and
non-compete  provisions.  As of May 28,  1996,  Mr.  Bertan  became a  technical
consultant to the Company.  In  consideration  of Mr. Howard  Bertan's  covenant
not-to-compete  for a period of ten years after the completion of his employment
agreement,  he will receive $500,000  payable in equal quarterly  payments for a
period of ten years after his period of active  employment.  Such  payments  are
subject to adjustment to reflect the greater of (i) 5% or (ii)  increases in the
Consumer Price Index for the United States.

         Mr. Lester Bertan, former Chairman and part owner of Bertan Associates,
Inc.,  has a non-compete  agreement  for a period of ten years,  wherein he will
receive  $500,000 payable in equal quarterly  payments,  which commenced June 1,
1994 for a period of ten years.  Such  payments  are  subject to  adjustment  to
reflect the greater of (i) 5% or  (ii)increases  in the Consumer Price Index for
the United States.






                                       20

<PAGE>



Stock Option Plans

Nonqualified Stock Option Plan

         The  Company's  Nonqualified  Stock Option Plan provides for a total of
2,624,293  shares of Common Stock  authorized to be granted under such plan. For
the year ended  August 2, 1997,  options to purchase an  aggregate  of 1,781,245
shares were outstanding at an average exercise price of $4.01 per share,  having
a range of expiration dates from September 2000 to May 2012. During fiscal 1997,
the Company  granted  options to purchase  131,842  shares of Common Stock at an
average  exercise price of $6.29 per share.  During fiscal 1997,  33,644 options
were exercised and 29,521  options were cancelled or expired.  At August 2, 1997
160,625  shares were  available for future grant under such plan.  The Company's
Nonqualified  Stock  Option  Plan  provides  for the grant of options to its key
employees,  directors and  consultants in order to give such employees a greater
personal  interest  in the  success of the  Company  and an added  incentive  to
continue  and advance in their  employment.  The  Company's  Nonqualified  Stock
Option  Plan  provides  for a fifteen  year  expiration  period for each  option
granted  thereunder  and allows for the  exercise  of options by delivery by the
optionee of  previously  owned Common Stock of the Company  having a fair market
value equal to the option price, or by a combination of cash and Common Stock.

         As of October 31,  1997,  the  Company had granted  options to purchase
951,975  shares to Leonard A.  Trugman,  44,758  shares to David  Engel,  67,791
shares to Louis Farin, 20,008 shares to Paul Liesman,  153,667 shares to Seymour
Rubin,  10,000 shares to John Mankowich and 36,218 shares to Michael Taber at an
average  exercise price of $8.09 per share.  Mr. Taber exercised  15,749 options
during the fiscal  year ended  August 2, 1997.  Due to the  resignations  of Mr.
MacLennan,  the former Vice President and General Manager of Gendex-Del  Medical
Imaging Corp. and Mr. Solomon,  the former Vice President of International Sales
and  Marketing  and President of Del Medical  Systems  Corp.,  15,914 and 13,607
options,  respectively,  were  cancelled  during the fiscal year ended August 2,
1997.

Stock Purchase Plan

Employee Stock Purchase Plan

         The  Company  has an employee  stock  purchase  plan which is funded by
payroll  deductions.  Shares acquired  pursuant to such plan by employees of the
Company are  purchased  in the open  market by the  custodian  of the plan.  All
shares so purchased are held in street name until either June 30 or December 31,
whereupon  the shares to which the employee is entitled are issued to him.  With
respect to the officers, the following shares have been issued under the plan:

                                                     Fiscal     Fiscal    Fiscal
                                                      Year       Year       Year
                                                     Ended      Ended      Ended
         Officer                                      1997       1996       1995
                                                     -----      -----      -----

Leonard A. Trugman                                   1,013      2,048        375

Seymour Rubin                                        1,299      2,625        843

Michael H. Taber                                       168        419        228

David Engel                                            162        199         49

Paul Liesman                                            94         77         --

Howard Bertan                                          149        350        122

George Solomon                                         305        691         --





                                       21

<PAGE>




Employee Benefit Plans

Defined Benefit Plan

         The  Company  has  a  defined   benefit  pension  plan  which  provides
retirement benefits for some employees  ("Participants").  Pursuant to the plan,
Participants will receive a benefit,  computed by an actuary at retirement based
upon  their  number  of years of  credited  service  and  average  total  annual
compensation  during  five  consecutive  years of their  service,  reduced  by a
portion of the benefits  received under social security.  Effective  February 1,
1986, the plan was frozen so that future salary  increases are not considered in
determining a Participant's  pension benefit,  contributions by Participants are
no  longer  permitted  and  participation  in  the  plan  is  limited  to  those
Participants  as of August 1, 1984. The Company  continues to fund the plan with
contributions determined on an actuarial basis.

         The following  table  illustrates,  for  representative  average annual
covered  compensation  and  years  of  credited  service  classifications,   the
estimated annual  retirement  benefits payable to employees under this plan upon
retirement  at age 65 based on the  plan's  normal  form of  benefit  and social
security  benefits  frozen  as of August 1,  1984.  Benefits  under the plan are
limited to the extent required by the Employee Retirement Income Security Act of
1974.


                            PENSION PLAN TABLE
                Average Annual         Years of Credited Service
             Covered Compensation             15 or more
             --------------------      -------------------------

                  $  40,000                    $13,000
                  $  50,000                    $17,000
                  $  75,000                    $27,000
                  $ 100,000                    $37,000


The  executive  officers  named  in  the  Summary   Compensation  Table  do  not
participate  in the plan,  except for Louis  Farin,  Sr.  During the fiscal year
ended July 29,  1995,  the Pension Plan was  submitted  to the Internal  Revenue
Service and a favorable determination letter was received.


401(k) Plan

         The Company has a 401(k) plan under which  employees may elect to defer
a portion of their annual compensation.  Merrill Lynch,  Pierce,  Fenner & Smith
Inc.  ("Merrill  Lynch") is the plan  administrator.  All employees with over 90
days of  service  and  over the age of 21 may  elect to defer  from 2% to 15% of
their annual  salary.  The modified  plan is  administered  by Merrill Lynch and
employees  may elect  where  their  deferred  salary  will be  invested.  Highly
compensated  employees' salary deferrals are limited by the contribution  levels
of all other eligible participants. Distributions are made at retirement or upon
termination of employment.  During the fiscal year ended July 29, 1995, the plan
was  submitted to the  Internal  Revenue  Service and a favorable  determination
letter was received.

         On February 1, 1986 the Company initiated a profit sharing plan as part
of the 401(k) plan which allows  substantially all of the Company's employees to
participate  in the  profits of the  Company,  regardless  of whether or not the
employee  elected to contribute to the 401(k) plan in any year. Since the profit
sharing plan is part of the 401(k) plan,  eligibility,  participation  and other
requirements are governed by the provisions of the 401(k) plan. Contributions to
the plan  are  determined  based  upon a  calculation  directly  related  to the
Company's sales volume and pre-tax profits. The Company's Compensation Committee
approved  $52,500,  $40,000 and $32,500  profit  sharing  contributions  for the
periods ended August 2, 1997, August 3, 1996 and July 29, 1995.






                                       22

<PAGE>




ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
             The table  below sets forth  information  concerning  the shares of
Common Stock  beneficially  owned as of October 31, 1997 by the Directors and by
all  Directors,  Officers  and  significant  employees of the Company as a group
without  naming  them and each  person  who is  known by the  Company  to be the
beneficial  owner of more than five (5%)  percent of the Common Stock as of such
date 
                                               Shares of 
                                                Common
                                                Stock 
                                             Beneficially 
   Name and Address of                       Owned as of                 Percent
   Beneficial Owner                       October 31, 1997(1)           of Class
-----------------------------------       -------------------           --------

OFFICERS AND DIRECTORS

LEONARD A. TRUGMAN                           906,453(2)                    10.0%
c/o Del Global Technologies Corp. 
One Commerce Park
Valhalla, NY 10595

NATAN BERTMAN                                102,660(3)                     1.4%
c/o Bertman & Levine
945 Manhattan Avenue
Brooklyn, NY 11222

DAVID MICHAEL                                160,450(4)                     2.1%
c/o David Michael & Co., P.C
Seven Penn Plaza
New York, NY 10001

SEYMOUR RUBIN                                144,640(5)                     1.9%
c/o RFI Corporation
100 Pine Aire Drive
Bay Shore, NY 11706

JAMES TIERNAN                                  8,733(6)                       *
7 Patriot Court
New City, NY 10956

DAVID ENGEL                                   16,312(7)                       *
c/o Del Global Technologies Corp. 
One Commerce Park
Valhalla, NY 10595

LOUIS J. FARIN, SR                            48,974(8)                       *
c/o Del Global Technologies Corp. 
One Commerce Park
Valhalla, NY 10595

PAUL J. LIESMAN                                7,747(9)                       *
c/o Bertan High Voltage Corp. 
121 New South Road
Hicksville, NY 11801

JOHN MANKOWICH (10)                              --                           *
c/o Gendex-Del Medical Imaging Corp. 
11550 West King Street
Franklin Park, IL 60634



                                       23

<PAGE>



MICHAEL H. TABER                               7,292(11)                     *
c/o Del Global Technologies Corp.
One Commerce Park
Valhalla, NY 10595

All Officers and Directors                 ---------                       
 (10)  as a Group                          1,403,261(12)                   16.3%
                                           =========                       

OTHERS

PUTNAM INVESTMENTS, INC.                     456,063                        6.1%
One Post Office Square                     =========                       
Boston, MA 02109                            


*    Represents  less than 1% of the  outstanding  shares of Common Stock of the
     Company  including  shares  issuable  under  options  which  are  presently
     exercisable or will become exercisable within 60 days of October 31, 1997.

 (1)       Unless  otherwise   indicated,   each  person  has  sole  voting  and
           investment  power with  respect to the shares  shown as  beneficially
           owned by such person.

 (2)       Includes 736,229  shares, options for which are presently exercisable
           or will become exercisable within 60 days of October 31, 1997.
           
 (3)       Includes  74,445 shares, options  for which are presently exercisable
           or will become exercisable within 60 days of October 31, 1997.

 (4)       Includes 122,230 shares, options  for which are presently exercisable
           or will become exercisable within 60 days days of October 31, 1997.

 (5)       Includes 122,247 shares, options  for which are presently exercisable
           or will become exercisable within 60 days days of October 31, 1997.

 (6)       Includes   8,733 shares, options  for which are presently exercisable
           or will become exercisable within 60 days of October 31, 1997.

 (7)       Includes  15,803 shares, options  for which are presently exercisable
           or will become exercisable within 60 days of October 31, 1997.

 (8)       Includes  39,847 shares, options  for which are presently exercisable
           or will become exercisable within 60 days of October 31, 1997.

 (9)       Includes   7,353 shares, options  for which are presently exercisable
           or will become exercisable within 60 days of October 31, 1997.

(10)       Mr. Mankowich was granted 10,000 options to purchase shares of Common
           Stock on April 18, 1997, none of which are currently exercisable.

(11)       Includes   6,220 shares, options  for which are presently exercisable
           or will become exercisable within 60 days of October 31, 1997.

(12)       Includes 1,133,107 shares,options for which are presently exercisable
           or will become exercisable within 60 days of October 31, 1997.







                                       24

<PAGE>





ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           On June 17, 1997,  upon approval of the Company's Board of Directors,
the Company  repurchased  15,000 shares of common stock owned by Mr.  Leonard A.
Trugman at a fair market value of $9.25 per share.





















































                                       25

<PAGE>




                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
          ----------------------------------------------------------------

(a)    1. Financial Statements                                   Page Number
          --------------------                                   -----------
          
          CONSOLIDATED FINANCIAL STATEMENTS OF DEL GLOBAL 
          TECHNOLOGIES CORP. AND SUBSIDIARIES:

          Independent Auditors' Report                                F1

          Consolidated  Balance  Sheets as of August 2, 1997
          and  August 3, 1996                                         F2

          Consolidated Statements of Income for the Fiscal
          Years Ended August 2, 1997, August 3, 1996 and 
          July 29, 1995                                               F3

          Consolidated  Statements of Shareholders'  Equity 
          for the Fiscal Years Ended August 2, 1997, August 3,
          1996 and July 29, 1995                                      F4

          Consolidated  Statements  of Cash  Flows for the
          Fiscal Years Ended August 2, 1997, August 3, 1996
          and July 29, 1995                                        F5 - F6

          Notes to Consolidated  Financial Statements for the
          Fiscal Years Ended August 2, 1997, August 3, 1996 
          and July 29, 1995                                        F7 - F19

       2. Supplemental Financial Information

          Unaudited Selected Quarterly Financial Data                F20

       3. Exhibits

                Exhibit
                Number       Description of Document                   Footnotes
                ------       --------------------------------          ---------

                  3.1        Certificate of Incorporation dated
                             October 25, 1954                             (1)

                  3.2        Certificate of Amendment of
                             Certificate of Incorporation
                             dated January 28, 1957                       (1)

                  3.3        Certificate of Amendment of
                             Certificate of Incorporation
                             dated July 12, 1960                          (1)

                  3.4        Certificate of Amendment of
                             Certificate of Incorporation
                             dated March 15, 1989                         (2)

                  3.5        Certificate of Amendment of
                             Certificate of Incorporation
                             dated January 19, 1989                       (3)

                  3.6        Certificate of Amendment of
                             the Certificate of Incorporation
                             of Del Electronics Corp.
                             dated February 14, 1996                      (4)

                  
                                       26

<PAGE>


                  3.7        By-Laws of Del Global Technologies Corp.     (1)

                  4.1        Warrant Agreement between Del Electronics
                             Corp. and Chase Manhattan Investment
                             Holdings, Inc., dated January 27, 1995       (5)

                  4.2        Amendment to Warrant Agreement  between
                             Del Electronics Corp. and Chase Manhattan
                             Investment Holdings, Inc., dated 
                             January 27, 1995                             (6)
 
                  4.3        Warrant Agreement and Warrant 
                             Certificate of The Chase Manhattan 
                             Bank, N.A.                                   (7)

                  4.4        Warrant Certificate of Stanley Wunderlich, 
                             dated as of January 1, 1996                  (8)

                  4.5        Warrant Certificate of Stanley Wunderlich, 
                             dated as of December 31, 1996                (9)

                  4.6        Warrant Certificate of Roger Winston        (10)

                  4.7        Copy of Del Global Technologies Corp.
                             Amended and Restated Stock Option Plan
                             (the "Plan")                                (11)

                  4.8        Stock Purchase Plan                         (12)

                  4.9        Option Agreement, substantially in
                             the form used in connection with
                             options granted under the Plan              (13)

                 10.1        Amended and Restated Executive
                             Employment Agreement of
                             Leonard A. Trugman                          (14)

                 10.2        Amendment No. 1 to Amended and
                             Restated Employment Agreement of
                             Leonard A. Trugman                          (15)

                 10.3        Amendment No. 2 to Amended and
                             Restated Employment Agreement of
                             Leonard A. Trugman                          (16)

                 10.4        Employment Agreement of
                             Howard Bertan                               (17)

                 10.5        Employment Agreement of
                             George Solomon                              (18)

                 10.6        Amended and Restated Credit Agreement
                             dated as of March 6, 1996 among
                             Del Global Technologies Corp., 
                             RFI Corporation,Dynarad Corp., Bertan 
                             High Voltage Corp., Del Medical Systems
                             Corp. and The Chase Manhattan Bank, N.A.    (19)

                 10.7        First Amendment to Amended and Restated
                             Credit Agreement dated as of August 2, 1996 (20)


                                       27

<PAGE>



                *10.8        Second Amendment to Amended and Restated
                             Credit Agreement dated as of August 1, 1997

                 10.9        Lease Agreement dated April 7, 1992
                             between Messenger Realty and the Company    (21)

                 10.10       Lease Agreement dated September 1, 1992
                             between Arleigh Construction and
                             Del Acquisition Corp.                       (22)

                 10.11       Lease and Guaranty of Lease dated
                             May 25, 1994 between Leshow Enterprises
                             and Bertan High Voltage Corp.               (23)

                 10.12       Lease dated January 4, 1993 between
                             Curto Reynolds Oelerich Inc. and
                             Gendex Corporation                          (24)

                 10.13       Consulting Agreement by and between
                             Del Acquisition Corp. and
                             Harvey Schechter                            (25)

                 10.14       Consulting Agreement by and between
                             Del Acquisition Corp. and
                             Mark Weiss                                  (26)

                 10.15       Consulting Agreement by and between
                             Del Global Technologies Corp. and
                             Stanley Wunderlich                          (27)

                *11          Computation of earnings per Common
                             Share and Common Share Equivalents
                             for year ended August 2, 1997

                *21          Subsidiaries of Del Global Technologies 
                             Corp.

                *23.1        Consent of Deloitte & Touche LLP

                *27          Financial Data Schedule


* Filed herewith

       (1) Filed as Exhibit to Del Electronics Corp.  Registration  Statement on
           Form S-1 (No. 2-16839) and incorporated herein by reference.

       (2) Filed as Exhibit 3.5 to Del Electronics  Corp.  Annual Report on Form
           10-K for the year  ended  August 2, 1986 and  incorporated  herein by
           reference.

       (3) Filed as Exhibit 4.5 to Del Electronics Corp. Form S-3 (No. 33-30446)
           filed August 10, 1989 and incorporated herein by reference.

       (4) Filed as Exhibit 3.6 to Del Global  Technologies  Corp. Annual Report
           on Form  10-K for the year  ended  August  3,  1996 and  incorporated
           herein by reference.

       (5) Filed as Exhibit 4.5 to Del Electronics Corp.  Registration Statement
           on Form S-3 (No. 33-61025) and incorporated herein by reference.

       (6) Filed as Exhibit 4.6 to Del Electronics Corp.  Registration Statement
           on Form S-3 (No. 33-61025) and incorporated herein by reference. 

       (7) Filed  as  Exhibits  4.1 and  4.2 to Del  Global  Technologies  Corp.
           Registration  Statement on Form S-3 (No.  333-09131) and incorporated
           herein by reference.

      

                                       28

<PAGE>
 
       (8) Filed as Exhibit 4.4 to Del Global  Technologies  Corp.  Registration
           Statement  on Form S-3 (No.  333-09131)  and  incorporated  herein by
           reference.

       (9) Filed  as  Exhibit   4.1  to  the  Del  Global   Technologies   Corp.
           Registration  Statement on Form S-3 (No.  333-37825) and incorporated
           herein by reference.

      (10) Filed  as  Exhibit   4.2  to  the  Del  Global   Technologies   Corp.
           Registration  Statement on Form S-3 (No.  333-37825) and incorporated
           herein by reference.

      (11) Filed as Exhibit A to Del  Electronics  Corp.  Proxy  Statement dated
           January 26, 1994 and incorporated herein by reference.

      (12) 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.

      (13) Filed as Exhibit 4.8 to Del Electronics  Corp.  Annual Report on Form
           10-K for the year  ended  July 30,  1994 and  incorporated  herein by
           reference.

      (14) Filed as Exhibit 10.1 to Del Electronics  Corp. Annual Report on Form
           10-K for the year  ended  July 31,  1993 and  incorporated  herein by
           reference.

      (15) Filed as Exhibit 10.2 to Del Electronics  Corp. Annual Report on Form
           10-K for the year  ended  July 30,  1994 and  incorporated  herein by
           reference.

      (16) Filed as Exhibit 10.3 to Del Electronics  Corp. Annual Report on Form
           10-K for the year  ended  July 30,  1994 and  incorporated  herein by
           reference.

      (17) Filed as Exhibit 2.2 to Del Electronics Corp.  Current Report on Form
           8-K dated June 10, 1994 and incorporated herein by reference.

      (18) Filed  as  Exhibit  10.16  to  the  Del  Global   Technologies  Corp.
           Registration Statement of Form S-2 (No.333-2991) dated April 30, 1996
           and incorporated herein by reference.

      (19) Filed as Exhibit  2.6 to the Del Global  Technologies  Corp.  current
           Report on Form 8-K dated  March 21, 1996 and  incorporated  herein by
           reference.

      (20) Filed as Exhibit  10.8 to the Del Global  Technologies  Corp.  Annual
           Report  on  Form  10-K  for  the  year  ended   August  3,  1996  and
           incorporated herein by reference.

      (21) 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.

      (22) Filed as Exhibit 28.6 to Del Electronics Corp. Current Report on Form
           8-K dated November 9, 1992 and incorporated herein by reference.

      (23) Filed as Exhibit 2.5 to Del Electronics Corp.  Current Report on Form
           8-K dated June 10, 1994 and incorporated herein by reference.

      (24) Filed  as  Exhibit  10.21  to  the  Del  Global   Technologies  Corp.
           Registration  Statement  on Form S-2 (No.  333-2991)  dated April 30,
           1996 and incorporated herein by reference.

      (25) Filed as Exhibit 28.4 to Del Electronics Corp. Current Report on Form
           8-K dated November 9, 1992 and incorporated herein by reference.

      (26) Filed as Exhibit 28.5 to Del Electronics Corp. Current Report on Form
           8-K dated November 9, 1992 and incorporated herein by reference.

      (27) Filed  as  Exhibit  10.24  to  the  Del  Global   Technologies  Corp.
           Registration  Statement  on Form S-2 (No.  333-2991)  dated April 30,
           1996 and incorporated herein by reference.

(b)       Reports on Form 8-K - No  reports  on Form 8-K have been filed  during
          the last quarter of the period covered by this report.
          

                                       29

<PAGE>



INDEPENDENT  AUDITORS'  REPORT


To the Board of Directors and Shareholders of
Del Global Technologies Corp. and Subsidiaries
Valhalla, New York

We have  audited  the  accompanying  consolidated  balance  sheets of Del Global
Technologies  Corp. and subsidiaries as of August 2, 1997 and August 3, 1996 and
the related  consolidated  statements of income,  shareholders'  equity and cash
flows for each of the three  fiscal  years in the period  ended  August 2, 1997.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of Del Global  Technologies Corp. and
subsidiaries  at  August 2, 1997 and  August  3, 1996 and the  results  of their
operations  and their  cash flows for each of three  fiscal  years in the period
ended  August  2,  1997,  in  conformity  with  generally  accepted   accounting
principles.





/S/ DELOITTE & TOUCHE LLP
-------------------------
DELOITTE & TOUCHE LLP

New York, New York
October 20, 1997









                                       F1

<PAGE>



DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


                                                       August 2,       August 3,
                                                         1997            1996
                                                     -----------       ---------
ASSETS

CURRENT ASSETS:

Cash and cash equivalents (Note 1)                   $ 6,070,608     $ 5,817,800

Investments available-for-sale
  (Notes 1, 2 and 10)                                    722,566         545,476

Trade receivables (net of allowance
   for doubtful accounts of $60,407 at
  August 2, 1997 and $194,775
   at August 3, 1996)                                 11,211,357       9,221,328

Cost and estimated earnings in
   excess of billings on uncompleted
   contracts (Notes 1 and 3)                           1,868,002            --


Inventory (Notes 1 and 4)                             24,681,348      23,819,882

Prepaid expenses and other current
   assets (Note 9)                                     1,808,762       1,675,214
                                                     -----------     -----------

     Total current assets                             46,362,643      41,079,700
                                                     -----------     -----------


FIXED ASSETS - At cost (Notes 1
   and 5)                                             16,245,279      13,590,798

Less accumulated depreciation and
   amortization                                        5,086,269       4,052,309
                                                     -----------     -----------

                                                      11,159,010       9,538,489
                                                     -----------     -----------

INTANGIBLES (net of accumulated
  amortization of $242,009 at
  August 2, 1997 and $32,448
  at August 3, 1996) (Note 1)                          1,112,991       1,322,552


GOODWILL (net of accumulated
   amortization of $561,082 at August 2,
   1997 and $370,020 at August 3,
   1996) (Notes 1 and 11)                              4,135,409       4,311,472

DEFERRED CHARGES                                         507,933         784,751

OTHER ASSETS (Notes 7 and 9)                             851,824         692,788
                                                     -----------     -----------

TOTAL                                                $64,129,810     $57,729,752
                                                     ===========     ===========


                                                       August 2,       August 3,
                                                         1997            1996
                                                     -----------     -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Current portion of long-term debt (Note 6)           $   127,999     $   120,078

Accounts payable - trade                               3,936,529       3,693,580

Accrued liabilities                                    3,699,188       3,524,726

Deferred compensation liability (Notes 2
      and 10)                                            722,566         545,476

Income taxes (Notes 1 and 9)                             868,949         643,545
                                                     -----------     -----------

      Total current liabilities                        9,355,231       8,527,405
                                                     -----------     -----------


LONG-TERM LIABILITIES:

LONG-TERM DEBT (Less current
   portion included above) (Note 6)                      411,127         499,852

OTHER (Note 10)                                          725,258         789,589

DEFERRED INCOME TAXES
   (Notes 1 and 9)                                     1,107,964         843,378
                                                     -----------     -----------

     Total liabilities                                11,599,580      10,660,224
                                                     -----------     -----------

COMMITMENTS AND
CONTINGENCIES (Notes 6,
  7,8,10 and 11)


SHAREHOLDERS' EQUITY
  (Notes 1, 7 and 8):
  Common stock - $.10 par value;
   Authorized -- 20,000,000 shares;
   Issued and outstanding -
   7,516,234 shares at August 2, 1997
   and 7,440,108 at August 3, 1996                       751,622         722,340
  Additional paid-in capital                          45,909,517      43,272,713
  Retained earnings                                    6,572,318       3,411,160
                                                     -----------     -----------
                                                      53,233,457      47,406,213
  Less common stock in treasury -
    104,255 at August 2, 1997 and
     58,255 at August 3, 1996                            703,227         336,685
                                                     -----------     -----------

Total shareholders' equity                            52,530,230      47,069,528
                                                     -----------     -----------

TOTAL                                                $64,129,810     $57,729,752
                                                     ===========     ===========
See notes to consolidated financial statements.










                                       F2

<PAGE>




DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


                                                     Fiscal Year Ended
                                        ----------------------------------------
                                          August 2,      August 3,     July 29,
                                           1997            1996         1995
                                        -----------    -----------   -----------

NET SALES (Notes 1, 3 and 12)           $54,685,289    $43,745,454   $32,596,312
                                        -----------    -----------   -----------

COSTS AND EXPENSES:
Cost of sales                            32,854,825     27,355,262    19,177,999
Research and development (Note 1)         4,548,487      3,429,331     2,861,844
Selling, general and administrative      10,193,244      7,503,689     6,622,690
Interest (income) expense - net of
interest expense of $238,679 in 1997,
interest income of $34,777 in 1996 
and $3,419 in 1995                          (54,470)     1,148,639     1,191,142
                                        -----------   ------------   -----------
                                         47,542,086     39,436,921    29,853,675
                                        -----------   ------------   -----------
INCOME BEFORE PROVISION FOR
INCOME TAXES                              7,143,203      4,308,533     2,742,637

PROVISION FOR INCOME TAXES
(Notes 1 and 9)                           2,231,649      1,393,111       837,428
                                        -----------   ------------   -----------

NET INCOME                              $ 4,911,554   $  2,915,422   $ 1,905,209
                                        ===========   ============   ===========

PER SHARE AMOUNTS (Note 1):


NET INCOME PER COMMON SHARE AND
COMMON SHARE EQUIVALENTS:

PRIMARY                                 $       .58   $       .48   $        .37
                                        ===========   ===========   ============

FULLY DILUTED                           $       .58   $       .48   $        .36
                                        ===========   ===========   ============


See notes to consolidated financial statements.















                                       F3

<PAGE>





DEL GLOBAL TECHNOLOGIES  CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                           
                                   Common Stock Issued         Treasury Stock        Additional
                                   -------------------     --------------------        Paid-in         Retained   
                                   Shares       Amount     Shares        Amount        Capital         Earnings           Total
                                   ------       ------     ------        ------     -------------     ----------      ------------- 


<S>                              <C>         <C>           <C>      <C>             <C>             <C>               <C>         
BALANCE - JULY 30, 1994          3,856,162   $ 385,616     16,656   $   (99,850)    $ 14,828,924    $  2,583,817      $ 17,698,507

Stock dividends - 3%
 December 1994 and
 June 1995 (Note 8)                233,446      23,345                                 1,270,112      (1,299,782)           (6,325)

Exercise of stock options
 and warrants (Note 8)              39,991       3,999                                   108,710                           112,709

Shares repurchased (Note 8)                                38,509      (217,065)                                          (217,065)

Tax benefit related to
 exerciseof stock options
 (Note 8)                                                                                 32,038                            32,038

Net Income                                                                                                1,905,209      1,905,209
                                 ---------   ---------   --------   -----------     ------------       ------------   ------------
BALANCE - JULY 29, 1995          4,129,599     412,960     55,165      (316,915)      16,239,784          3,189,244     19,525,073

Stock dividends - 3%
December 1995 and
July 1996 (Note 8)                 331,726      33,173                                 2,650,875         (2,693,506)        (9,458)

Exercise of stock options
and warrants (Note 8)              487,081      48,707                                 2,566,716                         2,615,423

Shares repurchased (Note 8)                                 3,090       (19,770)                                           (19,770)

Tax benefit related to
exercise of stock options
& warrants (Note 8)                                                                      458,324                           458,324

Net proceeds from sale
of 2,275,000 shares through
Public Offering (Note 8)         2,275,000     227,500                                21,357,014                        21,584,514

Net Income                                                                                                2,915,422      2,915,422
                                 ---------   ---------   --------   -----------     ------------       ------------   ------------  
BALANCE - AUGUST 3, 1996         7,223,406     722,340     58,255      (336,685)      43,272,713          3,411,160     47,069,528

Stock dividend - 3%
November 1996 (Note 8)             215,301      21,528                                 1,724,075         (1,750,396)        (4,793)

Exercise of stock options
and warrants (Note 8)               73,370       7,338                                   415,122                           422,460

Shares repurchased (Note 8)                                46,000      (366,542)                                          (366,542)

Tax benefit related to
exercise of stock options
& warrants (Note 8)                                                                      458,023                           458,023

Contribution to Profit
Sharing Plan (Note 7)                4,156         416                                    39,584                            40,000

Net Income                                                                                                4,911,554      4,911,554
                                 ---------   ---------   --------   -----------     ------------       ------------   ------------
BALANCE - AUGUST 2, 1997         7,516,234   $ 751,622    104,255   $  (703,227)    $ 45,909,517       $  6,572,318   $ 52,530,230
                                 =========   =========   ========   ===========     ============       ============   ============
</TABLE>


See notes to consolidated financial statements.





                                       F4

<PAGE>





DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                              Fiscal Year Ended
                                                                              --------------------------------------------------
                                                                               August 2,           August 3,           July 29,
                                                                                1997                 1996                1995
                                                                             ----------           ----------         ----------
  CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                  <C>                <C>       
    Net income                                                               $4,911,554           $2,915,422         $1,905,209
    Adjustments to reconcile net income to
           net cash provided by operating activities
           net of effects from purchase of Gendex:
        Imputed interest                                                         68,309               66,986             68,963
        Depreciation                                                          1,038,960              740,777            749,586
        Amortization                                                            772,148              455,534            493,257
        Deferred income tax provision (benefit)                                 147,981              (56,609)            36,452

    Changes in assets and liabilities:
        Increase in trade receivables                                        (1,990,029)          (2,764,475)          (336,396)
        (Increase) decrease in cost and estimated
          earnings in excess of billings
          on uncompleted contracts                                           (1,868,002)             395,847            155,454
        Increase in inventory                                                  (861,466)          (1,144,987)        (1,965,425)
        Increase in prepaid and
          other current assets                                                 (256,109)            (355,086)          (219,232)
        Increase in other assets                                                (10,535)             (49,136)           (37,097)
            Increase in accounts payable - trade                                242,949            1,153,965             62,514
        Increase in accrued liabilities                                         174,464            1,418,461            164,863
        Increase in deferred compensation liability                             177,090              167,305             32,265
        Increase in income taxes payable                                        683,427              824,039            245,792
                                                                            -----------         ------------       ------------
            Net cash provided by
            operating activities                                              3,230,741            3,768,043          1,356,205
                                                                            -----------         ------------       ------------

  CASH FLOWS FROM INVESTING ACTIVITIES:
    Net cash paid on acquisition of
          subsidiaries                                                          (15,000)          (8,149,085)            -
    Payments to former shareholders of
          subsidiary acquired                                                  (132,640)             (52,938)          (221,208)
    Expenditures for fixed assets                                            (2,659,481)          (1,968,070)        (1,337,509)
    Investment in marketable securities                                        (177,090)            (167,117)          (152,264)
    Sale of marketable securities                                                 -                    -                120,000
                                                                           ------------          -----------       ------------

            Net cash used in investing activities                            (2,984,211)         (10,337,210)        (1,590,981)
                                                                           ------------          -----------       ------------

  CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from public offering                                              -              21,584,514              -
    (Repayment of) proceeds from bank borrowing                                 (80,804)         (12,226,404)           432,044
    Cost of debt restructuring                                                   (4,043)             (63,327)             -
    Payment for repurchase of shares                                           (366,542)             (19,770)          (217,065)
    Proceeds from exercise of stock options & warrants                          422,460            2,615,423            112,709
    Other                                                                        35,207               (9,458)           (32,520)
                                                                         --------------      ---------------     --------------

            Net cash provided by financing activities                             6,278           11,880,978            295,168
                                                                        ---------------          -----------      -------------
</TABLE>

  See notes to consolidated financial statements.                    (Continued)

                                       F5

<PAGE>


DEL GLOBAL TECHNOLOGIES  CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                           Fiscal Year Ended
                                                                         -----------------------------------------------------
                                                                            August 2,          August 3,            July 29,
                                                                              1997               1996                 1995
                                                                         ------------         ------------       -------------


<S>                                                                       <C>                 <C>                <C>
NET INCREASE  IN CASH
AND CASH EQUIVALENTS                                                      $   252,808         $  5,311,811       $      60,392

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                5,817,800              505,989             445,597
                                                                           ----------         ------------        ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                    $ 6,070,608         $  5,817,800       $     505,989
                                                                           ==========          ===========        ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:

  Interest paid                                                           $    86,679         $  1,051,327       $   1,084,332
                                                                           ==========          ===========        ============

  Income taxes paid                                                       $ 1,400,240         $    625,682       $     355,006
                                                                           ==========          ===========        ============      

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
  AND FINANCING ACTIVITIES:

  ACQUISITION OF SUBSIDIARIES                                             $    15,000         $  8,152,185
                                                                           ----------          -----------



  Cash acquired in acquisition                                                 -                     3,100

                                                                           ----------          -----------
                                                                               -                     3,100
                                                                           ----------          -----------

  Cash paid to acquire subsidiaries                                       $    15,000         $  8,149,085
                                                                           ==========          ===========

TAX BENEFIT RELATED TO EXERCISE OF
  STOCK OPTIONS & WARRANTS                                                $  458,023          $    458,324      $      32,038      
                                                                           ==========          ===========       ============
</TABLE>












See notes to consolidated financial statements.
                                                                     (Concluded)





                                       F6

<PAGE>
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED AUGUST 2, 1997, AUGUST 3, 1996, and JULY 29, 1995


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.  Description of Business  Activities - Del Global Technologies Corp.
             ("Del")   together   with  its   wholly-owned   subsidiaries,   RFI
             Corporation ("RFI"), Dynarad Corp. ("Dynarad"), Bertan High Voltage
             Corp. ("Bertan"),  Gendex-Del Medical Imaging Corp.  ("Gendex-Del),
             and Del Medical  Systems Corp.  ("Del Medical")  (collectively  the
             "Company"),  are engaged in two major lines of business.  Del, RFI,
             Bertan and to a lesser  extent  Dynarad,  are engaged in the design
             and  manufacture  of critical  electronic  subsystems  for medical,
             industrial  and military  applications.  Dynarad and Gendex-Del are
             engaged in the design and  manufacture  of  cost-efficient  medical
             imaging  systems  including high frequency  portable x-ray systems,
             stationary  x-ray systems and  mammography  units which are used in
             the medical diagnostic industry. Del Medical is also engaged in the
             distribution of cost-effective, medical diagnostic products.

         b.  Principles of Consolidation - The consolidated financial statements
             include the accounts of Del, RFI, Dynarad,  Bertan,  Gendex-Del and
             Del Medical.  All material  intercompany  accounts and transactions
             have been  eliminated.  Del  purchased  all of the common  stock of
             Dynarad on September 1, 1992, the assets of Bertan on April 1, 1994
             and  certain  assets of  Gendex-Del  on March 6, 1996.  Del Medical
             Systems was formed on June 1, 1994.

         c.  Use of  Estimates - The  preparation  of  financial  statements  in
             conformity with generally accepted  accounting  principles requires
             management  to make  estimates  and  assumptions  that  affect  the
             reported  amounts  of assets  and  liabilities  and  disclosure  of
             contingent  assets  and  liabilities  at the date of the  financial
             statements and the reported amounts of revenues and expenses during
             the  reporting  period.  Actual  results  could  differ  from those
             estimates.

         d.  Accounting  Period - The  Company's  fiscal  year-end is based on a
             52/53-week cycle ending on the Saturday nearest to July 31.

         e.  Revenue Recognition - The Company recognizes revenues upon shipment
             of its products  except for certain  products  which have long-term
             production  cycles  and  high  dollar  value.  Revenues  for  these
             products are recognized  using the percentage of completion  method
             of accounting in proportion to costs incurred. The Company provides
             for returned products on an estimated basis.

         f.  Inventory  Valuation  -  Inventory  is  stated at the lower of cost
             (first-in, first-out) or market.

         g.  Depreciation  and  Amortization - Depreciation and amortization are
             computed by the straight-line  method at rates adequate to allocate
             the cost of  applicable  assets over their  expected  useful lives,
             which range from 3 to 40 years.

         h.  Research and Development Costs - Research and development costs are
             charged to expense in the year incurred.

         i.  Net Income per Common  Share and  Common  Share  Equivalents  - Net
             income per common  share and common share  equivalents  is based on
             the net income for each year divided by the weighted average number
             of  shares   outstanding   during  such  year  adjusted  for  stock
             dividends. Net income per common share and common share equivalents
             utilizing either the Treasury Stock Method or the Modified Treasury
             Stock method in accordance  with APB 15, also includes the dilutive
             effect of shares  issuable  upon  exercise  of stock  options.  For
             purposes of the  calculation,  this method  increases net income by
             $0,   $45,808  and  $53,997,   in  fiscal  1997,   1996  and  1995,
             respectively,  for  primary  earnings  per  share.  Net  income was
             increased  by $0,  $28,843  and  $47,954  in 1997,  1996 and  1995,
             respectively,  for purposes of computing fully diluted earnings per
             share.

             The number of shares of common stock and common  share  equivalents
             used  in  the  calculation  
                                       F7
<PAGE>
             of  primary  earnings  per  share  were  8,498,404,  6,112,248  and
             5,351,493 in fiscal 1997, 1996 and 1995,  respectively.  The number
             of shares of common stock and common share  equivalents used in the
             calculation  of fully  diluted  earnings per share were  8,524,522,
             6,112,248 and 5,374,066 in fiscal 1997, 1996 and 1995, respectively
             (Note 8).

         j.  Income  Taxes - The  Company  accounts  for income  taxes under the
             provisions of Statement of Financial  Accounting Standards ("SFAS")
             No. 109,  "Accounting  for Income Taxes."  SFAS No. 109 establishes
             financial  accounting  and  reporting  standards  for the effect of
             income  taxes that  result from  activities  during the current and
             preceding  years.  SFAS No.  109  requires  an asset and  liability
             approach for financial reporting for income taxes.

         k.  Cash  and  Cash  Equivalents  -  The  Company  generally  considers
             short-term  instruments with original maturities of three months or
             less  measured  from  their  acquisition  date  and  highly  liquid
             instruments readily convertible to known amounts of cash to be cash
             equivalents.

         l.  Investments  - During  the year ended July 30,  1994,  the  Company
             adopted SFAS No. 115,  "Accounting for Certain  Investments in Debt
             and Equity  Securities."  SFAS No. 115  requires an  enterprise  to
             classify debt and equity  securities into one of three  categories:
             held-to-maturity,   available-for-sale,   or  trading.  Investments
             classified  as  available  for sale  are  measured  at fair  value.
             Investments,  which are classified as available-for-sale,  are used
             to fund a deferred  compensation  plan  established  for one of the
             Company's  key  employees.  Gains and losses on these  investments,
             either recognized or unrealized,  inure to the benefit or detriment
             of this employee's deferred compensation,  based upon a contractual
             arrangement between the employee and the Company.

        m.   Intangibles   -   Intangible   assets  are   patents,   trademarks,
             manufacturing  rights and customer lists acquired with the purchase
             of certain assets of Gendex.  Intangibles  are being amortized on a
             straight-line  basis over their estimated useful lives, which range
             from 5 to 10 years.

        n.   Goodwill - Cost in excess of the net assets of  companies  acquired
             is being amortized on a straight-line basis over twenty-five years.
             The carrying value of intangible assets is reviewed annually by the
             Company and impairments  will be recognized  when the  undiscounted
             expected  future  cash  flows are less than their  carrying  value.
             Based  upon its  review,  the  Company  does  not  believe  that an
             impairment of its goodwill has occurred.

        o.   Stock-Based  Compensation  - In October 1995,  the FASB issued SFAS
             No. 123,  "Accounting  for Stock-  Based  Compensation,"  (SFAS No.
             123") is now effective for fiscal years  beginning  after  December
             15, 1995 and adoption of the measurement and recognition provisions
             for non-employee  transactions no later than fiscal years beginning
             after  December 15, 1995.  SFAS No. 123 defines a fair value method
             of  accounting  for the issuance of stock  options and other equity
             instruments.  Under the fair  value  method,  compensation  cost is
             measured at the grant date based on the fair value of the award and
             is recognized  over the service period which is usually the vesting
             period. Pursuant to SFAS No. 123, companies are encouraged, but not
             required, to adopt the fair value method of accounting for employee
             stock-based transactions.  Companies are also permitted to continue
             to account for such transactions  under APB No. 25, "Accounting for
             Stock Issued to Employees,"  but are required to disclose in a note
             to the  financial  statements  pro forma net income,  and per share
             amounts as if the company had applied the new method of accounting.
             SFAS No. 123 also requires  increased  disclosures  for stock-based
             arrangements,  regardless  of the method  chosen,  to  measure  and
             recognize compensation for employee stock-based  arrangements.  The
             Company has  elected to  continue to account for such  transactions
             under APB No. 25 and is disclosing the required pro forma effect on
             net income and earnings per share (Note 8).

        p.   Effects of Recently Issued Accounting Standards - In February 1997,
             the FASB issued SFAS No. 128 "Earnings Per Share."  This  statement
             is effective for  financial  statements  issued for periods  ending
             after  December  15, 1997.  Management  believes the effect of this
             statement  on its  financial  reporting  from the  adoption of this
             statement will be  significant.  If SFAS No. 128 were effective for
             the fiscal year ended August 2, 1997, the effect of  implementation
             would  have  resulted  in "Basic  Earnings  per  Share" of $.66 and
             "Diluted Earnings per Share" of $.58.



                                       F8

<PAGE>



             In  February  1997,  the FASB issued  SFAS No. 129  "Disclosure  of
             Information about Capital  Structure."  This statement is effective
             for financial  statements  issued for periods ending after December
             15, 1997.  Management has evaluated the effect of this statement on
             its financial reporting and, as it contains no change in disclosure
             requirements  for  entities  that were  previously  subject  to the
             requirements of APB Opinions 10, 15 and 47, no further  disclosures
             are needed.

             In  February   1997,  the  FASB  issued  SFAS  No.  130  "Reporting
             Comprehensive  Income."  This  statement is effective for financial
             statements  issued for periods  ending  after  December  15,  1997.
             Management  has  evaluated  the  effect  of this  statement  on its
             financial  reporting  from the adoption of this  statement  and has
             found that no further disclosures are needed.

             In June  1997,  the FASB  issued  SFAS No.  131  "Disclosure  About
             Segments of an Enterprise  and Related  Information."  SFAS No. 131
             requires  the  reporting of profit and loss,  specific  revenue and
             expense items, and assets for reportable segments. It also requires
             the reconciliation of total segment revenues,  total segment profit
             or loss,  total  segment  assets and other  amounts  disclosed  for
             segments  to  the  corresponding  amounts  in the  general  purpose
             financial  statements.  This  statement is effective  for financial
             statements  issued for periods  ending after December 15, 1997. The
             Company has not yet determined what  additional  disclosures may be
             required in connection with adopting SFAS No. 131.

        q.   Certain  reclassifications  have  been  made  in the  prior  year's
             financial   statements  to   correspond   to  the  current   year's
             presentation.





2.     INVESTMENTS

       At August 2, 1997  investments  consist of corporate debt  securities and
       equity securities classified as available-for-sale.

       At August 2, 1997 the cost and fair value of  investments  classified  as
       available-for-sale based on maturity dates, are as follows:

         Maturity                                 Fair
         Dates                          Cost      Value   Difference
         -----                          ----      -----   ----------

         Corporate debt securities
         1998                        $ 72,892   $ 73,288   $   396
         1999-2003                    435,186    446,533    11,347
         2004-2008                     11,569     16,788     5,219
                                     --------   --------   -------
         Subtotal                     519,647    536,609    16,962
                                     --------   --------   -------

         Equity securities            175,897    185,957    10,060
                                     --------   --------   -------
         Total                       $695,544   $722,566   $27,022
                                     ========   ========   =======

      Investments  at August 2, 1997 and August 3, 1996,  consisted  of $722,566
      and  $545,476,   respectively  for  the  Company's   President's  deferred
      compensation,  pursuant  to the  terms  of his  employment  contract.  The
      liability of $722,566 and $545,476,  respectively, is recorded as deferred
      compensation liability. Gains and losses, either recognized or unrealized,
      inure  to  the  benefit  or   detriment   of  the   President's   deferred
      compensation,  based upon a contractual  arrangement between the President
      and the Company.










                                       F9

<PAGE>






3.     PERCENTAGE OF COMPLETION ACCOUNTING
                                                     Year         Year
                                                     Ended        Ended
                                                    August 2,    July 29,
                                                      1997         1995
                                                   ----------   ----------

         Costs incurred on uncompleted contracts   $3,086,020   $  337,863

         Estimated earnings                         1,578,126       93,184
                                                   ----------   ----------
                                                    4,664,146      431,047
         Less: Billings to date                     2,796,144       35,200
                                                   ----------   ----------

         Costs and estimated earnings in excess
         of billings on uncompleted contracts      $1,868,002   $  395,847
                                                   ==========   ==========



       There were no contracts  accounted for under the percentage of completion
       method of  accounting  for the year ended August 3, 1996.  The backlog of
       unshipped   contracts   being  accounted  for  under  the  percentage  of
       completion method of accounting was approximately $4,889,000 at August 2,
       1997.


4.     INVENTORY

                  Inventory consists of the following:

                                            August 2, 1997     August 3, 1996
                                            --------------     --------------

         Finished goods                       $ 3,859,842       $ 5,463,847
         Work-in-process                        9,770,789         9,538,081
         Raw materials and purchased parts     11,050,717         8,817,954
                                              -----------       -----------

                                              $24,681,348       $23,819,882
                                              ===========       ===========


5.     FIXED ASSETS

       Fixed assets consist of the following:

                                            August 2, 1997    August 3, 1996
                                            --------------    --------------

         Land                                 $   694,046       $   694,046
         Buildings                              2,146,025         2,146,025
         Machinery and equipment               10,865,897         8,426,324
         Furniture and fixtures                 1,280,216           833,880
         Leasehold improvements                 1,228,992         1,043,996
         Construction in progress                    --             435,102
         Transportation equipment                  30,103            11,425
                                              -----------       -----------
                                               16,245,279        13,590,798
         Less accumulated depreciation
         and amortization                       5,086,269         4,052,309
                                              -----------       -----------
         Net Fixed Assets                     $11,159,010       $ 9,538,489
                                              ===========       ===========




                                       F10

<PAGE>




6.     DEBT

         Long-term debt is summarized as follows:
                                       August 2, 1997        August 3, 1996
                                   --------------------- --------------------
                                   Due Within  Due After Due Within Due After
                                    One Year   One Year   One Year  One Year
                                   ----------  --------- ---------- ---------

         Acquisition credit line    $105,263   $289,476   $105,263   $394,737

         Revolving line of credit               100,000               100,000

         Other Loans                  22,736     21,651     14,815      5,115
                                    --------   --------   --------   --------

                                    $127,999   $411,127   $120,078   $499,852
                                    ========   ========   ========   ========

       The  Company's  credit  facility  with its lending bank is composed of an
       acquisition  credit line of $10,000,000 and a revolving line of credit of
       $14,000,000, with a letter of credit sublimit of $2,000,000. At August 2,
       1997 there were  outstanding  balances  of  $394,739  on the  acquisition
       credit line,  $100,000 on the revolving  line of credit,  and $207,397 of
       letters outstanding. As of August 2, 1997, there was $9,605,261 available
       under the acquisition credit line and $13,692,603 available for borrowing
       under the revolving  credit line.  The  acquisition  credit line is to be
       repaid in 15 equal quarterly  installments of $26,315.  Borrowings  under
       this facility are on an unsecured basis;  however, the Company has agreed
       that its assets cannot be used to secure other borrowings.

       Interest under all facilities are at prime,  or at the Company's  option,
       at a rate tied to LIBOR. Borrowings under the acquisition credit line are
       currently  at  1  percent  above  LIBOR  or  6.81  percent.  Both  credit
       facilities  are  subject to  commitment  fees of 1/4 percent on the daily
       unused portion of the facility,  payable quarterly.  The Credit Agreement
       also  requires  the  Company  to  maintain  minimum  annual net worth and
       working capital ratios, limits additional indebtedness and the payment of
       cash dividends and contains other restrictive  covenants.  Under the most
       restrictive  terms,  as of August 2, 1997,  $25,000 is available for such
       cash dividends.  The Company was in compliance with its debt covenants at
       August 2, 1997.  Management believes that its debt obligations are stated
       at fair value, because the interest rates on its credit lines are indexed
       with either the Prime Rate or LIBOR.

       The weighted average  interest rate on the Company's  borrowing under its
       credit  facility  was 7.27% and 8.26% for the years ended  August 2, 1997
       and August 3, 1996, respectively.

       In order to protect  against  adverse  interest  rate  fluctuations,  the
       Company entered into two three-year  interest rate protection  agreements
       with  its  bank  with a  combined  cost of  approximately  $145,000.  The
       interest rate  protection  agreements  protected the Company  against any
       fluctuation  in interest  expense  above nine  percent at  $5,500,000  of
       borrowing,  and on any fluctuation in interest  expense above ten percent
       on the next $3,000,000 of borrowing.  Both agreements  terminated in July
       1997.

         Long-term debt matures as follows:

                    Fiscal Year Ending
                    1998 (included in current portion)             $  127,999
                    1999                                              120,964
                    2000                                              111,213
                    2001                                              178,950
                                                                   ----------
                                                                   $  539,126
                                                                   ==========

7.     EMPLOYEE BENEFITS

      The Company has employee benefit plans for eligible employees. Included in
      the plans is a profit  sharing plan which  provides for  contributions  as
      determined by the Board of Directors. The contributions can be paid to the
      plan in cash or common stock of the Company.  Expense for the fiscal years
      ended  in  1997,   1996  and  1995  was  $52,500,   $40,000  and  $32,500,
      respectively.  The plan also incorporates a 401(k) Retirement Plan that is
      available to substantially all employees, allowing them to defer a portion
      of their salary. The Company

                                       F11

<PAGE>



      also has a defined benefit plan frozen effective February 1, 1986.


8.     SHAREHOLDERS' EQUITY

       a.      Public  Offering  - On June 6,  1996 the  Company  completed  the
               public offering of 2,275,000 shares of its common stock including
               275,000 shares of the over-allotment  option. The net proceeds of
               this offering were $21,584,514 after deducting  underwriting fees
               and expenses, and were used to repay revolving credit loans, long
               term   debt  and  the   subordinated   term   note  to   Dentsply
               International Inc., with the balance added to working capital.

               Had the  public  offering  of  2,275,000  shares of common  stock
               occurred as of the beginning of fiscal 1996 or fiscal 1995, and a
               portion of the proceeds therefrom been used to repay a portion of
               the long term debt,  primary and fully diluted earnings per share
               would have been $.46 and $.36.

       b.      Stock Dividends - On November 19, 1996, the Company  declared a 3
               percent  stock  dividend to holders of record on December 4, 1996
               and was paid on December 23, 1996. On June 19, 1996,  the Company
               declared a three percent  stock  dividend to holders of record on
               July 12,  1996 and was paid on July 23,  1996.  On  November  20,
               1995,  the Company  declared a three  percent  stock  dividend to
               holders of record on  December  5, 1995 and was paid on  December
               21, 1995. On May 16, 1995,  the Company  declared a three percent
               stock  dividend to holders of record on June 7, 1995 and was paid
               on June 23, 1995.  On November 23, 1994,  the Company  declared a
               three percent stock  dividend to holders of record on December 8,
               1994 and was paid on December 27, 1994.

       c.      Nonqualified  Stock Option Plan - The Company has a  nonqualified
               stock  option  plan under which a total of  2,624,293  options to
               purchase  common stock may be granted.  As of August 2, 1997, the
               Company has granted  options to  purchase  876,975  shares to the
               current president,  240,723 shares to former officers, 297,439 to
               current   officers  and   1,253,120  to  various   employees  and
               consultants.   Current  officers  exercised  15,749  options  and
               various employees and consultants exercised 17,895 options during
               the fiscal year ended August 2, 1997.  Former officers  exercised
               32,874 options and various  employees and  consultants  exercised
               175,951  options  during the fiscal year ended  August 3, 1996. A
               former officer  exercised  17,821  options and various  employees
               exercised  15,563  options  during the fiscal year ended July 29,
               1995.  Substantially  all of the options  granted under this plan
               provide  for graded  vesting  and vest at a rate of 25% per year,
               beginning one year from the date of grant, expiring fifteen years
               from the date they are  granted.  The  option  price per share is
               determined by the Board of Directors,  but cannot be less than 85
               percent of fair market value of a share at the date of grant. All
               options to date have been granted at the fair market value of the
               Company's  stock at the date of grant.  No options can be granted
               under this plan subsequent to December 31, 2009.

               The following stock option information is as of:

                                          August 2,      August 3,      July 29,
               Options                      1997           1996          1995
                                         ----------    ------------   ----------

               Granted and outstanding
               at beginning of year       1,712,568     1,646,607     1,670,239

               Granted                      131,842       297,052       104,110
               Expired                      (29,521)      (22,266)      (94,358)
               Exercised                    (33,644)     (208,825)      (33,384)
                                         ----------    ----------    ----------
               Outstanding at end of year 1,781,245     1,712,568     1,646,607
                                         ==========    ==========    ==========

               Exercisable at end of year 1,506,962     1,481,025     1,244,500
                                         ==========    ==========    ==========

               Exercise prices           $.93-$8.48    $.93-$8.49     $.93-$6.32
                                         ==========    ==========     ==========

                                       F12

<PAGE>

               The Company  has chosen to  continue  to account for  stock-based
               compensation  using the  intrinsic  value  method  prescribed  in
               Accounting Principles Board Opinion No. 25, "Accounting for Stock
               Issued   to   Employees,"   and  its   related   interpretations.
               Accordingly,   no  compensation  expense  was  recorded  for  the
               Company's stock option and stock purchase plans.  However,  under
               SFAS No. 123,  "Accounting  for  Stock-Based  Compensation,"  the
               Company  has  determined  the pro forma net income and net income
               per share  amounts  for fiscal  1997 and fiscal  1996,  as if the
               compensation expense had been recorded for options granted during
               those years under the fair value method.  Under SFAS No. 123, for
               options  granted,  the  fair  value  at the  date  of  grant  was
               estimated  using the  Black-Scholes  option  pricing  model.  The
               following  weighted average  assumptions were used in calculating
               the fair value of the options  granted in the fiscal  years ended
               August 2, 1997 and August 3, 1996:  risk free  interest  rates of
               6.1% to 7.65%  expected  life of the  options are between two and
               thirteen years,  average volatility of between 41.33% and 44.87%,
               and a maximum contractual life of fifteen years.

               Had the Company adopted SFAS No. 123, the pro forma effect on net
               income and net income per share would be:

                                            For Year Ended        For Year Ended
                                               August 2,             August 3,
                                                 1997                  1996
                                              ----------             ----------
               Net income
               As reported                    $4,911,554             $2,915,422
                                              ==========             ==========
               Pro forma                      $4,794,017             $2,862,726
                                              ==========             ==========

               Net income per common share:
               As reported                    $      .58             $      .48
                                              ==========             ==========
               Pro forma                      $      .56             $      .46
                                              ==========             ==========

               Weighted average number of
               shares outstanding              8,498,404              6,112,248
                                              ==========             ==========

         d.       There were warrants  outstanding  aggregating 79,720 shares at
                  August 2, 1997, all of which were granted at fair market value
                  (the  closing  stock value at the date of grant).  They are as
                  follows:

                   1.     In connection with the Company's debt restructuring on
                          March  5,  1996  (See  Note  6)  the  Company  granted
                          additional  warrants  to  purchase  17,510  shares  of
                          common stock to its lending bank at an exercise  price
                          of $6.80.  In  connection  with an amendment to a bank
                          financing  completed in May,  1994, the Company issued
                          warrants to purchase  30,000 shares of common stock at
                          an exercise  price of $7.16.  In  connection  with its
                          incentive  pricing  amendment  with the same bank, the
                          Company reduced the exercise price to $5.50. At August
                          2, 1997,  the bank held  warrants for 34,778 shares at
                          an  exercise  price of $4.74 and  warrants  for 18,035
                          shares  at  an  exercise  price  of  $6.60.  As  these
                          warrants  were issued prior to the  effective  date of
                          SFAS No. 123, no compensation  expense was recorded in
                          fiscal 1997.

                   2.     In  connection  with  an  extension  of  a  consulting
                          agreement,  the Company has issued  25,000  additional
                          warrants  to  purchase  shares of common  stock at and
                          exercise  price of $8.50 to a  consultant,  which were
                          still  outstanding at August 2, 1997.  During the year
                          ended August 2, 1996, the Company granted  warrants to
                          purchase  30,900 shares of common stock at an exercise
                          price of $6.37.  During  fiscal 1997,  the  consultant
                          exercised  29,500  warrants  at an  exercise  price of
                          $6.18 and at August 2, 1997, there were 1,907 warrants
                          outstanding.  In accordance with SFAS No. 123, $43,505
                          was  recognized as  compensation  expense for the year
                          ended August 2, 1997, with the balance to be amortized
                          over the expected life of the consulting  agreement of
                          five months.


                                       F13

<PAGE>



9.     INCOME TAXES

        Provision for income taxes consists of the following:

                                             Fiscal Year Ended
                                   ----------------------------------------
                                     August 2,     August 3,      July 29,
                                       1997          1996           1995
                                   -----------   -----------    -----------
               Current:
               Federal             $ 1,889,377   $ 1,266,044    $   692,064
               State                   194,290       183,676        108,912
                                   -----------   -----------    -----------
                                     2,083,667     1,449,720        800,976
               Deferred:
               Federal and state       147,981       (56,609)        36,452
                                   -----------   -----------    -----------
                                   $ 2,231,649   $ 1,393,111    $   837,428
                                   ===========   ===========    ===========


        Deferred tax liabilities (assets) are comprised of the following:

                                                  August 2,      August 3,
                                                    1997           1996
                                                -----------    -----------

               Depreciation                     $ 1,030,628    $   639,834
               Pension                               97,870         94,276
               Federal effect of New
               York State tax credits               118,783        106,858
               Difference in basis of
               fixed assets                          92,684        101,368
               Revenue recognition                  245,978           --
                                                -----------    -----------

               Gross deferred tax liabilities     1,585,943        942,336
                                                -----------    -----------

               Warranty reserve                     (38,154)          --
               Amortization                        (133,893)        87,975
               Inventory                           (154,594)      (164,003)
               Bad debt reserve                     (13,549)       (64,312)
               Deferred compensation               (501,726)      (388,866)
               NYS tax credits                     (349,359)      (314,286)
               Self-funded health insurance        (213,591)       (65,748)
                                                -----------    -----------

               Gross deferred tax assets         (1,404,866)      (909,240)
                                                -----------    -----------

               Net deferred tax liabilities     $   181,077    $    33,096
                                                ===========    ===========

        Deferred tax  liabilities  and assets are  recorded in the  consolidated
        balance sheets as follows:

                                              August 2,      August 3,
                                                1997           1996
                                            -----------    -----------   
               Liabilities:
               Deferred income taxes        $ 1,107,964    $   843,378
               Assets:
               Prepaid expenses and other
               current assets                  (425,540)      (495,997)
               Other assets                    (501,347)      (314,285)
                                            -----------    -----------

                                            $   181,077    $    33,096
                                            ===========    ===========

        The New York State tax credits expire at various dates through 2003.

        The following is a reconciliation of the statutory Federal and effective
        income tax rates:


                                       F14

<PAGE>




                                                       Fiscal Year Ended
                                                -------------------------------
                                                 August 2,  August 3,   July 29,
                                                   1997       1996       1995
                                                 ---------  ---------   --------
                                                   % of       % of       % of
                                                  Pretax     Pretax      Pretax
                                                  Income     Income      Income
                                                 ---------  ---------   --------
          Statutory Federal income tax
          expense rate                               34.0%      34.0%      34.0%
          State taxes, less Federal tax effect        1.6        1.5        1.5
          Permanent differences                        .5         .6        2.8
          Tax benefits on foreign sales corp.        (2.5)      (3.3)      (3.3)
          Federal tax credits and other              (2.4)       (.5)      (4.5)
                                                 --------   --------   --------

                                                     31.2%      32.3%      30.5%
                                                 ========   ========   ========

10.     COMMITMENTS AND CONTINGENCIES

          a. The Company  entered into an operating lease  commencing  August 1,
             1992 and  expiring  July 31, 2002 for Del's  offices and  operating
             facility in Valhalla, New York. This lease includes escalations for
             real estate taxes and  operating  expenses.  In September  1992 the
             Company entered into an operating  lease for Dynarad's  facility in
             Deer Park,  N.Y.  This lease  provides  escalation  for real estate
             taxes.  In May 1994 the Company entered into an operating lease for
             Bertan's  facility in  Hicksville,  New York.  This lease  provides
             escalation  for real  estate  taxes.  On March 6, 1996 the  Company
             entered into an operating lease for its Gendex-Del  Medical Imaging
             facility  in  Franklin  Park,  IL.  commencing  March  6,  1996 and
             expiring January 31, 1998, renewable through January 31, 2003. This
             lease  provides  escalations  for real estate  taxes and  operating
             expenses.  In  addition,   the  Company  has  various  auto  leases
             accounted for as operating leases.  The future minimum annual lease
             commitments as of August 2, 1997 are as follows:

                        Fiscal Year Ended             Amount
                        -----------------           ----------

                               1998                 $1,176,412
                               1999                  1,023,855
                               2000                  1,000,353
                               2001                    969,030
                               2002                    727,236
                              Thereafter               697,539
                                                    ----------
                                                    $5,594,425
                                                    ========== 

             Rent  expense  was  $1,285,877  in  1997,  $1,117,068  in 1996  and
             $1,111,300 in 1995, which includes real estate taxes of $289,105 in
             1997, $286,118 in 1996 and $296,142 in 1995.

          b. The Company has an employment  agreement with its President through
             July 31,  2000.  The  agreement  provides  for minimum base salary,
             deferred  compensation  and bonuses as defined.  Under the terms of
             the agreement with the President,  the Company will accrue deferred
             compensation  at a rate of five  percent  of pretax  income  with a
             minimum of  $100,000  and a maximum of  $125,000.  The  accumulated
             amount at August 2, 1997 was $722,566.  Such liability is funded by
             the   Company's    investments    of   $722,566,    classified   as
             available-for-sale.   Gains  and  losses,   either   recognized  or
             unrealized,  inure to the benefit or detriment  of this  employee's
             deferred compensation, based upon a contractual arrangement between
             the President and the Company. Bonus will accrue at five percent of
             pretax  income.  Also  included in the  President's  agreement  are
             certain  benefits in the event of death or  disability,  as well as
             certain  benefits  in  the  event  of a  change  of  control.  Upon
             completion of the term of the agreement,  the President may opt for
             a five year  extension  in the form of a  consulting  contract at a
             rate specified within the agreement.

             In connection with the  acquisition of Dynarad,  the Company had an
             employment  agreement with one Vice  President  through 1997. As of
             April 1, 1996,  the Vice  President  opted for an  extension in the

                                       F15

<PAGE>



             
             form  of a  consulting  contract  at a rate  specified  within  the
             agreement.

             In connection with the acquisition of Dynarad,  the Company entered
             into an employment  agreement  with a key employee.  As of July 30,
             1994,  the  employee  has been  engaged as a  consultant  at a rate
             specified within the agreement.

             The Company  entered into ten year  consulting  agreements  through
             2002 with two of the former shareholders of Dynarad. The agreements
             call for annual payments of $28,000 and $21,000, respectively.

       c.    In connection with the  acquisition of Bertan,  the Company entered
             into a three year employment  agreement with a key employee who was
             President  of Bertan  which  provides  for a minimum base salary of
             $140,000  per  annum  (subject  to upward  adjustment  on an annual
             basis) and a bonus equal to five percent of Bertan's pretax income.
             As of May 28, 1996, this employee became a technical  consultant to
             the Company.  On April 23, 1997,  upon completion of the employment
             phase of the agreement, the Company and the employee have agreed to
             a ten  year  non-compete  agreement  at a  minimum  annual  rate of
             $50,000 as adjusted  for the  greater of five  percent per annum or
             increases  in the cost of living.  Additionally,  the  Company  has
             entered  into a ten year  non-compete  agreement  with  the  former
             Chairman of Bertan at a minimum  annual rate of $50,000 as adjusted
             for the greater of five  percent per annum or increases in the cost
             of  living.  At  August 2,  1997 and  August  3,  1996 the  amounts
             recorded for the net present value of future  obligations  relating
             to the Bertan acquisition were $842,236 and $839,589, respectively.

       d.    The Company is a defendant in several  legal  actions  arising from
             the  normal  course  of  business.  Management,  on the  advice  of
             counsel,  believes  the  Company has  meritorious  defenses to such
             actions and that the outcomes will not be material to the Company's
             consolidated  financial  condition,  results of operations and cash
             flows.

11.      ACQUISITIONS

             As of March 6, 1996, the Company  acquired  certain selected assets
        of  the  Gendex  Medical   Division  of  Dentsply   International   Inc.
        ("Dentsply"),  which have been  consolidated  as of that  date.  The new
        entity formed is the Gendex-Del  Medical  Imaging Corp.  ("Gendex-Del").
        The Company paid Dentsply  $5,700,000 in cash at closing and delivered a
        seller's note for $1,800,000,  which was repaid on June 12, 1996. In the
        event  that  the new  corporation  earns  in  excess  of  $2,000,000  in
        pre-interest,  pretax  profits in either of the two twelve month periods
        subsequent to the acquisition,  an additional $1,000,000 payment will be
        due to Dentsply.  Based upon earnings of Gendex-Del  since  acquisition,
        the   Company's   management   believes  that  there  is  no  contingent
        consideration  payable  to  Dentsply.  Should  contingent  consideration
        payments  become  applicable,  they will increase the purchase  price of
        Gendex  and will  increase  the  amount  of  goodwill  recorded  on this
        transaction.  Gendex-Del  entered  into a  $2,500,000  six month  Supply
        Agreement with Dentsply to purchase parts and  subassemblies  previously
        manufactured by Dentsply.  Gendex-Del assumed the existing lease for its
        facility in  Franklin  Park,  Illinois.  The lease  provides  for annual
        rental  payment of  approximately  $182,000,  plus real estate  taxes of
        approximately $93,000, and is extendable through January 2003.

             The   acquisition  has  been  accounted  for  as  a  purchase  and,
        accordingly,  the original  purchase  price was  allocated to the assets
        acquired based on the estimated  fair value at the date of  acquisition.
        The  transaction  resulted  in an excess of cost over fair  value of net
        assets  acquired of  $1,614,133,  which is included  in  goodwill.  Such
        excess is being  amortized  over a 25 year period.  The charge to income
        for fiscal  1997 was $64,280 and during the period from March 6, 1996 to
        August 3, 1996 was $26,287.


             Unaudited pro forma financial  information for the 12 month periods
        ended  August  3,  1996 and  July 29,  1995,  as if the  Gendex  Medical
        acquisition  occurred at the beginning of the respective  periods, is as
        follows:


                                       F16

<PAGE>







            
                                            Year Ended     Year Ended
                                          August 3, 1996  July 29, 1995
                                          --------------  -------------

          Net Sales                          $54,186,301   $53,592,266
                                             ===========   ===========

          Income before provision
          for income taxes                   $ 3,890,053   $ 2,195,448
                                             ===========   ===========

          Net Income                         $ 2,632,321   $ 1,525,020
                                             ===========   ===========

          Net income per common share
          and common share equivalents
          primary and fully diluted          $       .45   $       .30
                                             ===========   ===========


             The  pro  forma  financial   information  presented  above  is  not
        necessarily  indicative of the  operating  results which would have been
        achieved had the Company acquired Gendex Medical at the beginning of the
        periods presented or of the results to be achieved in the future.



12.     MAJOR CUSTOMERS AND EXPORT SALES

             In the  Critical  Electronic  Subsystems  segment,  no one customer
        accounts  for more than ten percent of the  Company's  consolidated  net
        sales in fiscal  years  1997,  1996 and  1995.  In the  Medical  Systems
        segment one customer,  the U.S. Government,  accounted for 17 percent of
        sales in 1995.

        Export  sales were 40 percent,  40 percent and 36 percent of total sales
        in 1997, 1996 and 1995, respectively.


        For the years ended  August 2, 1997,  August 3, 1996 and July 29,  1995,
        export sales by geographic areas were:

                       1997                 1996                 1995
                   -----------          -----------          -----------

Europe             $ 6,709,380     31%  $ 5,460,305     31%  $ 3,892,719     33%
Far East             6,285,606     28%    5,446,443     31%    3,336,147     28%
North America        4,817,555     22%    2,979,653     17%      627,777      6%
Middle East          3,521,101     16%    3,374,581     20%    3,256,903     28%
Other                  615,967      3%      181,960      1%      614,149      5%
                   -----------   ----   -----------   ----   -----------   ----

Total export sales $21,949,609    100%  $17,442,942    100%  $11,727,695    100%
                   ===========   ====   ===========   ====   ===========   ====



13.     SEGMENT REPORTING

               The following  analysis provides segment  information for the two
         industries in which the Company operates (see Note 1):


                                       F17

<PAGE>

                                         Critical
                                        Electronic     Medical
             1997                       Subsystems     Systems        Total
          ----------                   -----------   -----------   -----------
Net Sales (a)                          $32,326,668   $22,358,621   $54,685,289

Operating expenses                      26,471,966    21,124,590    47,596,556
                                       -----------   -----------   -----------

Operating profit                       $ 5,854,702   $ 1,234,031     7,088,733
                                       ===========   ===========

Interest income                                                         54,470

Provision for income taxes                                           2,231,649
                                                                   -----------
Net income                                                         $ 4,911,554
                                                                   ===========

Identifiable assets                    $45,422,755   $18,862,218   $64,284,973
                                       ===========   ===========   ===========

Capital expenditures                   $ 1,837,219   $   822,262   $ 2,659,481
                                       ===========   ===========   ===========

Depreciation and amortization          $ 1,119,327   $   691,781   $ 1,811,108
                                       ===========   ===========   ===========

         (a)   For the fiscal year ended  August 2, 1997,  sales of the Critical
               Electronic  Subsystems  segment  included sales of  approximately
               $13,240,000  to  customers  for medical  imaging  and  diagnostic
               applications.  Aggregate  medical sales for the fiscal year ended
               August  2, 1997 were  approximately  $35,599,000  or 65% of total
               sales.

                                         Critical
                                        Electronic     Medical
            1996                        Subsystems     Systems        Total
        -----------                    -----------   -----------   -----------
Net Sales (a)                          $29,445,362   $14,300,092   $43,745,454

Operating expenses                      24,606,511    13,681,771    38,288,282
                                       -----------   -----------   -----------

Operating profit                       $ 4,838,851   $   618,321     5,457,172
                                       ===========   ===========

Interest expense                                                     1,148,639

Provision for income taxes                                           1,393,111
                                                                   -----------
Net income                                                         $ 2,915,422
                                                                   ===========

Identifiable assets                    $54,763,918   $ 2,965,834   $57,729,752
                                       ===========   ===========   ===========

Capital expenditures                   $ 1,579,674   $   388,396   $ 1,968,070
                                       ===========   ===========   ===========

Depreciation and amortization          $   856,261   $   340,050   $ 1,196,311
                                       ===========   ===========   ===========


         (a)      For the  fiscal  year  ended  August  3,  1996,  sales  of the
                  Critical  Electronic  Subsystems  segment  included  sales  of
                  approximately $11,657,000 to customers for medical imaging and
                  diagnostic  applications.  Aggregate  medical  sales  for  the
                  fiscal   year   ended   August  3,  1996  were   approximately
                  $25,709,000 or 59% of total sales.

                                       F18

<PAGE>



                                         Critical
                                        Electronic      Medical
           1995                         Subsystems      Systems       Total
         --------                       ----------     ---------   -----------
Net Sales (a)                          $27,026,761   $ 5,569,551   $32,596,312

Operating expenses                      23,097,275     5,565,258    28,662,533
                                       -----------   -----------   -----------

Operating profit                       $ 3,929,486   $     4,293     3,933,779
                                       ===========   ===========

Interest expense                                                     1,191,142

Provision for income taxes                                             837,428
                                                                   -----------
Net income                                                         $ 1,905,209
                                                                   ===========

Identifiable assets                    $33,062,025   $ 5,992,609   $39,054,634
                                       ===========   ===========   ===========

Capital expenditures                   $ 1,140,242   $   197,267   $ 1,337,509
                                       ===========   ===========   ===========

Depreciation and amortization          $   965,478   $   277,365   $ 1,242,843
                                       ===========   ===========   ===========

         (a)      For the fiscal year ended July 29, 1995, sales of the Critical
                  Electronic  Subsystems segment included sales of approximately
                  $8,834,000  to customers  for medical  imaging and  diagnostic
                  applications.  Aggregate  medical  sales for the  fiscal  year
                  ended July 29, 1995 were  approximately  $14,403,000 or 44% of
                  total sales.



                                       F19

<PAGE>



DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

UNAUDITED SELECTED QUARTERLY FINANCIAL DATA

                                                 QUARTER
                            --------------------------------------------------
                               First       Second        Third       Fourth
                            -----------  -----------  -----------  -----------

YEAR ENDED AUGUST 2, 1997:

  Net sales                 $12,311,384  $12,691,871  $14,317,165  $15,364,869
                            ===========  ===========  ===========  ===========

  Gross profit              $ 4,805,146  $ 5,133,272$ $ 5,372,545  $ 6,519,501
                            ===========  ===========  ===========  ===========

  Net income                $   988,454  $ 1,119,848  $ 1,283,682  $ 1,519,570
                            ===========  ===========  ===========  ===========

  Primary and fully diluted
   earnings per share       $       .12  $       .13  $       .15  $       .18
                            ===========  ===========  ===========  ===========


                                                 QUARTER
                            --------------------------------------------------
                               First        Second       Third       Fourth
                            -----------  -----------  -----------  -----------

YEAR ENDED AUGUST 3, 1996:

  Net sales                 $ 7,471,181  $ 9,329,438  $12,555,138  $14,389,697
                            ===========  ===========  ===========  ===========

  Gross profit              $ 3,280,547  $ 3,775,520  $ 4,581,832  $ 4,752,293
                            ===========  ===========  ===========  ===========

  Net income                $   529,566 $    633,061  $   782,820  $   969,975
                            ===========  ===========  ===========  ===========
  Primary and fully diluted
   earnings per share       $       .10  $       .11  $       .14  $       .13
                            ===========  ===========  ===========  ===========





















                                       F20

<PAGE>








                                   SIGNATURES


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


                                               By: /S/Leonard A. Trugman
                                                   ----------------------
                                                   Leonard A.Trugman
                                                   Chairman of the Board,
                                                   Chief Executive Officer and
                                                   President


                                               By: /S/Michael H. Taber
                                                   ----------------------
                                                   Michael Taber
                                                   Vice President - Finance,
                                                   Secretary and Chief
                                                   Accounting Officer


Dated:  October 31, 1997

Pursuant to the requirements of the Securities 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/Natan Bertman                                     October 31, 1997
---------------------                            
Natan Bertman, Director


/S/David Michael                                     October 31, 1997
---------------------                                     
David Michael, Director


/S/Seymour Rubin                                     October 31, 1997
---------------------                                     
Seymour Rubin, Director


/S/James Tiernan                                     October 31, 1997
---------------------                                     
James Tiernan, Director


/S/Leonard A. Trugman                                October 31, 1997
---------------------                                
Leonard A. Trugman
Chairman of the Board,
Chief Executive Officer and
President