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 FISCAL YEAR ENDED AUGUST 3,1996
                         COMMISSION FILE NUMBER 1-10512

                          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. X

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant amounted to $64,604,990 at the close of business on October 25, 1996.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the close of business on October 25, 1996.

                            Common Stock - 7,188,188


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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, which was incorporated in 1961; (iii) Dynarad Corp. ("Dynarad"),  a New
York  corporation  and   wholly-owned   subsidiary  of  the  Company  which  was
incorporated  in 1992  (formerly  known as Porta Ray, Inc.  which was founded in
1975);  (iv) Bertan High Voltage Corp.  ("Bertan"),  a New York  corporation and
wholly-owned  subsidiary of the Company which was incorporated in 1994 (formerly
known as Bertan  Associates,  Inc.  which was founded in 1969);  (v) Del Medical
Systems  Corp.  ("Del  Medical"),   a  New  York  corporation  and  wholly-owned
subsidiary of the Company  which was  incorporated  in 1994 and (vi)  Gendex-Del
Medical Imaging Corp. ("Gendex-Del"),  a Delaware corporation and a wholly-owned
subsidiary of the Company,  which was incorporated in March 1996 (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 trade names 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 OEMs ("Original  Equipment  Manufacturers") 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 four 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 Gendex
division  of Dentsply  International  Inc.,  which  designed,  manufactured  and
marketed  medical  imaging  systems  and  related  products,   had  revenues  of
approximately  $18.9 million  during the calendar year ended  December 31, 1995.
The Company's sales of medical  imaging  products  increased from  approximately
$3.4 million or 17.7 percent of total net sales in fiscal 1992 to  approximately
$26.0  million  or 59.3  percent of total net sales in fiscal  1996.  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  $17.4  million in fiscal 1996.  Export sales  consist of
direct  sales  of the  Company's  products  and  sales  of  subsystems  that are
incorporated into OEM's products for export.


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<PAGE>




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, 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(TM), 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.

                                        3

<PAGE>



            Stationary  Medical X-ray Systems.  Under the GENDEX(TM) brand name,
the  Company  produces  a full  product  line of high  frequency  medical  x-ray
generators,  such as the GENDEX(TM) 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.

            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 consist 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 OEM  manufacturers,  universities  and  private  research  laboratories.  The
Company  has also  been a  supplier  of  miniature  HV powers  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

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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.

            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 1996
approximately 65 percent of the Company's noise  suppression  product sales were
attributable  to custom  designed  products  and  approximately  35 percent 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  is a  key  supplier  of
critical electronic subsystems for high voltage power conversion applications to
such customers as Schlumberger  Ltd., Micrion Corp.,  Litton  Industries,  Inc.,
Varian Associates, Inc., Eaton Corporation and various United States and foreign
governmental agencies.

            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.  The Company is a key supplier
of noise suppression  products for use in telephone switching equipment for AT&T
Corp., Northern Telecom Limited, ITT Gilfillan and Westinghouse Electric Corp.

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 400 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  it  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  17  in-house  sales   personnel,
approximately  48  exclusive  independent  sales  representatives  in the United
States and approximately 90 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 3, 1996, the Company  employed 52 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  $3.4 million in
fiscal  1996,  $2.9  million in fiscal  1995,  and $2.3  million in fiscal 1994.
Approximately 80 percent of all new critical electronic subsystems produced

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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 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 two
facilities,  one in Valhalla, New York and a second in Hicksville, 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 3, 1996,  July 29, 1995
and July 30, 1994,  export sales  accounted  for  approximately  40 percent,  36
percent and 28 percent,  respectively,  of the Company's revenues.  Export sales
are made principally in Europe, the Far East, the Middle East and North America.

Backlog

            The  Company's  backlog  at August 3, 1996 was  approximately  $23.0
million compared to a backlog of  approximately  $18.9 million at July 29, 1995,
and  approximately  $17.2  million at July 30,  1994.  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,

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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 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 are important and 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  trade name and has been
granted a license to use, in conjunction with the word "medical", the GENDEX(TM)
trademark  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  listed  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.

                                        7

<PAGE>



The Company is in the process of obtaining ISO 9000 certification for certain 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.

            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  1996,  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 3, 1996, the Company had  approximately  440 employees,
including  11  executive  officers,  31 persons in  general  administration,  24
persons in marketing,  322 persons in  manufacturing  and 52 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  $286,000. 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  $250,000.  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 $383,000.  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.








                                        8

<PAGE>



ITEM 3.     LEGAL PROCEEDINGS

            RFI is a defendant in an action  pending in the Supreme Court of the
State of New York,  Kings County on 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.
The Company believes it has meritorious defenses to the claim.

            The Company settled litigation in which the plaintiff , Terry Groom,
a former employee of Schlumberger  Technology Corp., claimed that he was injured
while  employed.  The  plaintiff  alleged  that the Company was  involved in the
supply of a component used in connection with certain Schlumberger projects. The
Company's  product  liability   insurance  carrier  covered  all  costs  of  the
settlement,  and  therefore,  there was no financial  impact on the Company as a
result of this settlement.

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



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 Company's common stock began trading on the
Nasdaq Stock Market under the symbol DGTC. From April 18, 1990 to June 10, 1996,
the Company's  common stock 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.
<TABLE>
<CAPTION>
                                          Year Ending               Year Ending
                                        August, 3 1996             July 29, 1995
                                          High    Low                High    Low
        <S>                            <C>         <C>              <C>    <C>    

        First Quarter                   6 5/8      5 1/2            6 3/8  5 1/8
        Second Quarter                  8          6                5 7/8  4 1/2
        Third Quarter                   8 1/2      7 3/8            5 5/8  4 7/8
        Fourth Quarter                 19 3/8      7 1/4            6 5/8  5 1/8
</TABLE>

The above  prices  have been  restated  to give  retroactive  effect to 3% stock
dividends  declared in June 1996,  November 1995,  May 1995,  November 1994, May
1994 and November 1993.

The approximate  number of holders of record of the Company's  common stock $.10
par value as of August 3, 1996 was 1,195.

The Company has not paid any cash  dividends,  except for the payment of cash in
lieu of fractional shares, since 1983.


                                        9

<PAGE>



ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

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

                                                                   Fiscal Year Ended
                                         ---------------------------------------------------------------- 
                                           August 3,        July 29,   July 30,    July 31,    August 1,
INCOME STATEMENT DATA:                       1996            1995(b)    1994(b)     1993(b)      1992
  <S>                                    <C>           <C>          <C>          <C>          <C>
  Net  sales                             $43,745,454   $32,596,312  $24,327,015  $22,287,315  $18,948,930                         
                                         -----------   -----------  -----------  -----------  -----------                           
                                                    
    Cost and expenses:
      Cost of sales                       27,355,262    19,177,999   15,179,081   13,455,261   11,754,344
      Research and development             3,429,331     2,861,844    2,253,412    1,712,881    1,262,263
      Selling, general and
       administrative                      7,503,689     6,622,690    4,862,519    4,390,267    3,473,622
      Interest expenses - net              1,148,639     1,191,142      576,832      360,149      308,525
                                          ----------    ----------   ----------   ----------   ----------
                                          39,436,921    29,853,675   22,871,844   19,918,558   16,798,754
                                          ----------    ----------   ----------   ----------   ----------
  Income before provision
     for income taxes                      4,308,533     2,742,637    1,455,171    2,368,757    2,150,176

  Provision for income taxes               1,393,111       837,428      341,525      708,000      657,792
  Cumulative effect of change in method
    for accounting for income taxes                -             -       76,363            -            -
                                          ----------    ----------   ----------   ----------   ----------
  Net income                              $2,915,422    $1,905,209   $1,190,009   $1,660,757   $1,492,384
                                          ==========    ==========   ==========   ==========   ==========

  Netincome per common share and   
    common  share  equivalents,
    before  cumulative
    effect of change in method
    for accounting for income taxes       $      .50    $      .38   $      .22   $      .35   $      .33

  Cumulative effect of change in method
    for accounting for income taxes                -             -          .02            -            -
                                          ----------    ----------   ----------   ----------   ----------                      

  Net income per common share and 
    common share equivalents (a):
    primary and fully diluted             $      .50    $      .38   $      .24   $      .35   $      .33
                                          ==========    ==========   ==========   ==========   ==========

  Number of shares used in computation
     of primary earnings per share (a)     5,934,221     5,195,624    5,043,794    4,709,879    4,558,543
                                          ==========    ==========   ==========   ==========   ==========

  Number of shares used in computation
     of fully diluted earnings
     per share (a)                         5,934,221     5,217,540    5,043,794    4,712,728    4,572,574
                                          ==========    ==========   ==========   ==========   ==========
</TABLE>
<TABLE>
<CAPTION>

                                                                        As of
                                          ---------------------------------------------------------------
                                          August 3,      July 29,     July 30,     July 31,    August 1,
                                           1996(b)        1995(b)      1994(b)      1993(b)      1992
<S>                                      <C>           <C>          <C>          <C>          <C>
  
BALANCE SHEET DATA:
    Working capital                      $32,552,295   $20,648,281  $18,530,176  $13,856,981  $11,307,592
                                         ===========   ===========  ===========  ===========  ===========

    Total assets                         $57,729,752   $39,054,634  $36,198,373  $24,969,136  $19,412,572
                                         ===========   ===========  ===========  ===========  ===========

    Long-term debt                       $   499,852   $11,902,951  $11,485,722  $ 5,639,290  $ 3,901,622
                                         ===========   ===========  ===========  ===========  ===========

    Shareholders' equity                 $47,069,528   $19,525,073  $17,698,507  $15,634,240  $12,773,226
                                         ===========   ===========  ===========  ===========  ===========

    Common shares outstanding (c)          7,165,151     4,322,567    4,321,398    4,020,314    3,568,897
                                         ===========   ===========  ===========  ===========  ===========
</TABLE>

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

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

        (c) Common shares  outstanding for 1996, 1995, 1994 and 1993 are reduced
        by  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



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 four 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 $18.9  million in fiscal  1992 to $43.7  million in fiscal
1996,  a compounded  annual  growth rate of 23.3  percent.  The Company has also
experienced  internal growth of 11.7 percent to approximately  $36.4 million for
fiscal 1996 versus fiscal 1995.

                  During the past four 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 percent of total net sales in fiscal 1992 to approximately $14.4 million or
44.2 percent and approximately $25.7 million or 59 percent of total net sales in
fiscal years 1995 and 1996, 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  critical
electronic  subsystems by leading OEMs,  increased demand for certain diagnostic
procedures and lower cost medical services in the global marketplace.

                  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 3, 1996,  July 29, 1995 and July 30,
1994. 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: Medical
Manufacturing and Specialty Electronics Manufacturing. The Specialty Electronics
Manufacturing  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  $11.7 million,  $8.8
million and $4.6 million,  respectively,  for fiscal years ended August 3, 1996,
July 29, 1995 and July 30, 1994.



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>



<TABLE>
<CAPTION>
                                                    Fiscal Years Ended
                                                ----------------------------
                                                August 3,  July 29, July 30,
                                                  1996      1995      1994
                                                ---------  -------- --------
<S>                                               <C>       <C>       <C>    

Net sales                                         100.0%    100.0%    100.0%
Costs and expenses:
Cost of sales                                      62.5      58.8      62.4
Research and development                            7.8       8.8       9.3
Selling, general and administrative                17.2      20.3      19.9
Interest expense - net                              2.6       3.7       2.4
                                                    ---       ---       ---
                                                   90.1      91.6      94.0
                                                   ----      ----      ----
Income before provision for income taxes            9.9       8.4       6.0
Provision for income taxes                          3.2       2.6       1.4
                                                    ---       ---       ---
Income before cumulative effect of change in        6.7       5.8       4.6
method for accounting for income taxes
Cumulative effect of change in method for                               
accounting for income taxes                                             0.3     
                                                    ---       ---       ---
                                                                        

Net income                                          6.7%      5.8%      4.9%
                                                    ===       ===       === 
                                                    
</TABLE>

Fiscal Years 1996, 1995 and 1994

                  Net sales for the Specialty Electronics  Manufacturing segment
for fiscal 1996 were approximately $29.4 million compared to approximately $27.0
million for fiscal 1995,  an increase of 8.9 percent.  This  increase was due to
internal  growth as the result of increased  demand for the Company's  products.
Net sales for the Specialty  Electronics  Manufacturing  segment for fiscal 1995
were  approximately  $27.0 million compared to  approximately  $19.4 million for
fiscal 1994, an increase of 39.1  percent.  The increase in net sales was due to
internal growth (approximately $1.3 million) and the inclusion of Bertan for all
of  fiscal  1995  (approximately  $6.3  million).  Net  sales  for  the  Medical
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
percent. The increase was due to internal growth of Dynarad  (approximately $1.4
million) and the  acquisition  of the Gendex-Del  subsidiary,  which occurred in
March 1996. Net sales for the Medical  Manufacturing  segment were approximately
$5.6  million for fiscal 1995 as  compared to fiscal  1994,  an increase of 14.3
percent.

                   Cost of sales  for the  Specialty  Electronics  Manufacturing
segment increased to approximately $16.8 million or 53.6 percent of net sales in
fiscal 1996 from  approximately  $15.0  million or 55.5  percent of net sales in
fiscal 1995. Cost of sales in the Specialty Electronics  Manufacturing  segment,
increased  from  approximately  $12.1 million or 62.3 percent of sales in fiscal
1994 to approximately $15.0 million or 55.5 percent of sales in fiscal 1995. The
decrease in cost of sales as a percentage  of net sales in fiscal years 1996 and
1995 were  primarily due to improved  operating  efficiencies.  Cost of sales in
fiscal 1996 for the Medical  Manufacturing  segment  increased to  approximately
$10.6  million or 73.8 percent of net sales from  approximately  $4.2 million or
75.0  percent of sales in fiscal  1995 and  approximately  $3.1  million or 62.9
percent of net sales in fiscal 1994. The fiscal 1996 improvement in margins from
fiscal  1995  is  due  to  the  reduced  manufacturing  cost  from  efficiencies
implemented in this segment in both the Dynarad and Gendex-Del subsidiaries. The
increase in cost of sales as a percentage of net sales in fiscal 1995 was due to
a change in the mix of products  sold in this segment in fiscal 1995 as compared
to fiscal 1994.

                  Research and development  costs for the Specialty  Electronics
Manufacturing  segment,  increased  approximately  5.1 percent to  approximately
$2.85 million in fiscal 1996 from approximately $2.71 million in fiscal 1995. In
fiscal 1995 the increase was approximately  47.6 percent to approximately  $2.71
million from

                                       12

<PAGE>



approximately  $1.84 million in fiscal 1994.  The inclusion of Bertan for all of
fiscal 1995 was the primary reason for this increase.  Research and  development
costs  in  the  Medical   Manufacturing   segment   increased   381  percent  to
approximately  $583,000  in fiscal  1996 from  approximately  $153,000 in fiscal
1995. This increase was  attributable  to increased  research and development at
Dynarad and to the inclusion of the research and  development  of the Gendex-Del
subsidiary. Research and development costs for the Medical Manufacturing segment
decreased by 63.3 percent to  approximately  $153,000 in fiscal 1995 as compared
to approximately $418,000 in fiscal 1994.

                   Selling, general and administrative expenses, as a percentage
of sales, in the Specialty Electronics Manufacturing segment, were approximately
$5.0  million or 16.9 percent of net sales in fiscal  1996,  approximately  $5.4
million  or 19.9  percent  of net sales in fiscal  1995 and  approximately  $3.9
million  or 19.1  percent  of net sales in fiscal  1994.  Selling,  general  and
administrative   expenses,   for  the  Medical   Manufacturing   segment,   were
approximately  $2.5  million  or 17.7  percent  of net  sales  in  fiscal  1996,
approximately  $1.2  million  or 22.2  percent  of net sales in fiscal  1995 and
approximately $1.1 million or 23.5 percent of net sales in fiscal 1994. Selling,
general and administrative expenses, as a percentage of sales, have decreased as
the sales volume in the Company has increased.

                  Interest  expense,  net of interest  income,  for fiscal 1996,
1995 and  1994 was  approximately  $1.1  million,  $1.2  million  and  $577,000,
respectively.  Interest  expense  decreased  in fiscal 1996 as the result of the
completion of an equity  offering in June 1996 and subsequent  debt  repayments.
Interest expense  increased in fiscal 1995 compared to fiscal 1994 due to higher
levels of borrowing due to the Bertan acquisition,  working capital requirements
and higher interest rates.

                  Income tax expense increased to 32.3 percent of pre-tax income
in fiscal  1996 from 30.5  percent of pre-tax  income in fiscal  1995 due to the
effect of a lower research and development  tax credit  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. Income tax expense increased to 30.5 percent of pre-tax
income in fiscal  1995 from 23.5  percent in fiscal  1994 due to an  increase in
pre-tax earnings in fiscal 1995 over fiscal 1994.  Income tax expense for fiscal
1994 would have been 28.8  percent if not for a reduction of $108,000 due to tax
benefits in fiscal 1994,  resulting from the RFI acquisition which were realized
on the Company's tax return in fiscal 1994. A  corresponding  charge of $108,000
was  included  in  selling,  general and  administrative  expenses.  There was a
cumulative effect of change in method for accounting for income taxes of $76,000
in fiscal 1994 due to the adoption of SFAS 109.

                  Net income for fiscal 1996 was approximately $2.9 million,  an
increase of approximately 53.0 percent from approximately $1.9 million in fiscal
1995. Net income for fiscal 1995 was approximately $1.9 million,  an increase of
approximately  60.1  percent  from  approximately  $1.2  million in fiscal 1994.
Earnings per share were $.50,  an increase of $.12 per share which  represents a
31.5 percent  increase  from primary  earnings per share of $.38 in fiscal 1995.
The number of  outstanding  shares and common share  equivalents  increased from
approximately  5.2 million  shares in fiscal 1995 to  approximately  5.9 million
shares in fiscal 1996 or 14.2 percent.  The primary and fully  diluted  earnings
per share before cumulative effect of change in method for accounting for income
taxes for fiscal  1994 was $.22 per share.  For fiscal  1994,  primary and fully
diluted  earnings per share were $.24 per share.  The increase in net income for
fiscal  1996 as  compared  to fiscal  1995 was due to  internal  growth  and the
addition of the Gendex-Del  subsidiary in March 1996. The increase in net income
for fiscal 1995 as compared to fiscal 1994 was due to internal growth,  improved
operating  efficiencies and the inclusion of the Bertan subsidiary's  operations
for all of fiscal 1995.

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.

Working  Capital.  At August 3, 1996 and July 29, 1995,  the  Company's  working
capital was approximately $32.6 million and $20.6 million, respectively. At such
dates the Company had approximately $5.8 million and $506,000,  respectively, in
cash and cash equivalents.

                  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
1996.

                                       13

<PAGE>



                  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  $355,000  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  $1.2  million,
which was primarily  attributable  to the  inclusion of accounts of  Gendex-Del,
partly offset by lower levels of payable at the other operating units.

                  Accrued  liabilities  increased by approximately $1.6 million,
which was  primarily  attributable  to the  inclusion  of  Gendex-Del  and taxes
payable.

Credit  Facility  and  Borrowing.  On  March 5,  1996,  in  connection  with the
acquisition  of Gendex,  the  Company and its 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  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. On June 12, 1996, after
completing the sale of 2,275,000 shares of common stock, the Company 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 further 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. At August 3, 1996, the Company had  approximately  $13.5
million available under its revolving line of credit, after deducting letters of
credit  outstanding of $358,000 and $9.5 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  capability and capacity.  The Company has expended  approximately
$2.0 million, $1.3 million and $1.7 million, respectively, for capital equipment
expenditures in fiscal years 1996, 1995 and 1994, respectively.

Shareholders' Equity. In July 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  approximately
$21.6 million after deducting underwriting fees and expenses. During fiscal 1996
approximately  487,000  stock  option and warrant  shares were  exercised,  with
proceeds of approximately $2.6 million.

Effects of New Accounting Pronouncements

Long-Lived  Assets.  In March 1995,  the Financial  Accounting  Standards  Board
("FASB") issued Statement of Financial  Accounting  Standards  ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." This  statement is effective for fiscal years  beginning  after
December  15, 1995.  The Company does not expect the effect on its  consolidated
financial condition from the adoption of this statement to be material.

Stock-Based  Compensation.  In  October  1995,  the FASB  issued  SFAS No.  123,
"Accounting  for  Stock-Based  Compensation,"  which  requires  adoption  of the
disclosure  provisions no later than fiscal years  beginning  after December 15,
1995 and adoption of the measurement and recognition provisions for non-employee
transactions  no later than after December 15, 1995. The new standard  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  Accounting
Principles  Board  Opinion  ("APB")  No.  25,  "Accounting  for Stock  Issued to
Employees,"  but  would  be  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

                                       14

<PAGE>



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 will disclose the required pro forma effect on
net income and earnings per share.

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)......................58   Chairman of the Board, Chief
                                                 Executive Officer and President

David Engel.................................47   Executive Vice President and   
                                                 Chief Financial Officer

Louis J. Farin, Sr..........................53   Vice President and General 
                                                 Manager of Del Power Conversion
                                                 Division

Paul J. Liesman.............................35   Vice President and Vice 
                                                 President and General Manager
                                                 of Bertan High Voltage Corp.

John D. MacLennan...........................44   Vice President and Vice 
                                                 President and General Manager 
                                                 of Gendex-Del Medical Imaging 

Seymour Rubin...............................66   Vice President and President  
                                                 of RFI Corporation, Director

George Solomon..............................51   Vice President - International
                                                 Sales and Marketing and 
                                                 President of Del Medical
                                                 Systems Corp.

Michael H. Taber............................51   Vice President - Finance, 
                                                 Secretary
                                                 and Chief Accounting Officer

Natan V. Bertman  (1)(2)....................67   Director

David Michael (1)(2)(3).....................59   Director

James Tiernan (3)...........................72   Director

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

                                       15

<PAGE>



            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.

            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 D. MacLennan has been Vice  President  since April 1996 and the
Vice President and General  Manager of Gendex-Del  Medical  Imaging Corp.  since
March,  1996. Mr. MacLennan was Vice President and General Manager of the Gendex
Medical Division of Dentsply International Inc. from January 1995 to March 1996.
From March 1990 to December 1994, he was Vice  President - Medical  Marketing of
the Gendex Medical Division of Dentsply International Inc. Mr. MacLennan holds a
Master Degree in Business Administration.
            
            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.

            George  Solomon has been Vice  President -  International  Sales and
Marketing since April 1996. From October 1993 to March 31, 1996, Mr. Solomon was
Vice  President  and  General  Manager of Dynarad  Corp.  Mr.  Solomon  has been
President  of Del  Medical  Systems  Corp.  since June 1994.  From March 1993 to
October 1993, Mr. Solomon was a consultant to the Company. From February 1989 to
February 1993, Mr. Solomon was General Manager of Fujinon.

            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.



                                       16

<PAGE>



            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.


                                       17

<PAGE>



ITEM 11.    EXECUTIVE COMPENSATION

            The  following  table sets forth,  for the three  fiscal years ended
August 3, 1996, 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 3, 1996.
<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        1996       289,406    343,318(2)                -             -              -         39,708
      Chairman, CEO           1995       275,625    257,273(2)                -             -          54,636        40,356
      and President           1994       262,500    164,000(2)                -             -               -        38,728

    Seymour Rubin             1996       223,379       32,284                 -             -          10,300         7,274
      Vice President          1995       210,000       50,000                 -             -          10,927         8,539
      and President of        1994       200,000       50,000                 -             -          29,851         5,709
      RFI Corporation

    George Solomon            1996       164,721        5,000                 -             -          10,300         1,410
       V.P. - Intl. Sales &   1995       155,392        5,000                 -             -              -          1,000
        Mktg., President of   1994       119,534            -                 -             -          11,941         1,000
        Del Medical Systems

     David Engel              1996       109,423        7,500                 -             -          10,300         1,496
       Executive Vice         1995        86,634        1,500                 -             -           5,464           666
       President/CFO          1994      55,769(3)           -                 -             -           5,628             -

    Louis J. Farin, Sr.       1996       105,000       20,815                 -             -          10,300         1,532
      Sr. Vice President,     1995       100,000        4,000                 -             -               -             -
       V.P. & Genl. Mgr. -    1994        82,500        4,500                 -             -          17,225         1,000
       Del Power Conversion

    Howard Bertan(5)          1996       154,918      117,665                 -             -          10,300         1,655
      Senior Technical        1995       139,192       72,154                 -             -               -         1,000
      Consultant              1994      45,769(3)    25,493(3)                -             -          40,575             -

    Leonard Michaels(6)       1996       150,902            -                 -             -               -      61,187(4)
      Senior Technical        1995       168,404            -                 -             -               -      60,800(4)
      Consultant              1994       160,385            -                 -             -               -      61,285(4)
</TABLE>

(1) Includes insurance premiums where families of the officers are beneficiaries
and automobile expense allowances.
(2) Includes  deferred  compensation  in the amounts of  $125,000,  $125,000 and
$100,000 for the 1996, 1995 and 1994 fiscal years, respectively.
(3) Based on 17 weeks of  employment  for fiscal  1994.  Bertan was  acquired in
April 1994.
(4)    Includes an annual non-compete payment of $52,000.
(5) 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.
(6) Mr.  Michaels was President of Dynarad  Corp.  until April 1, 1996, at which
time he became a senior technical consultant to the Company.




                                       18

<PAGE>



 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 3, 1996.

<TABLE>
<CAPTION>

                  OPTION GRANTS IN LAST FISCAL YEAR
                                                                     Potential Realizable
                                                                       Value at Assumed
                                                                       Annual Rates of
        Individual Grants (1)                                          for Option Term
        ---------------------                                        --------------------

                                % of Total
                                  Options
                                 Granted to   
                                 Employees   Exercise or
       Name          Options     In Fiscal   Base Price  Expiration
       ----         Granted(#)      Year       ($)(Sh)      Date     5%($)(1)   10%($)(1)
                    ----------      ----       -------      ----     --------   ---------
<S>                   <C>           <C>       <C>      <C>        <C>        <C>

Leonard A. Trugman     --            --           --         --         --         --

Seymour Rubin        10,300          4%         $6.37     12/29/10   $113,723   $294,729

George Solomon       10,300          4%         $6.37     12/29/10   $113,723   $294,729

David Engel          10,300          4%         $6.37     12/29/10   $113,723   $294,729

Louis J. Farin, Sr   10,300          4%         $6.37     12/29/10   $113,723   $294,729

Howard Bertan        10,300          4%         $6.37     12/29/10   $113,723   $294,729

Leonard Michaels       --            --           --         --         --         --
</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 3, 1996.

<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>   

Leonard A. Trugman          -                -                  687,468/40,977        $4,284,488/$155,507

Seymour Rubin               -                -                  113,379/25,957          $472,489/$78,280

George Solomon              -                -                    2,814/8,441             $5,318/$15,953

David Engel                 -                -                    4,180/17,212           $13,444/$23,811

Louis J. Farin, Sr.         -                -                   27,981/17,419          $122,729/$41,546

Howard Bertan               -                -                   40,575/10,300           $94,743/20,652

Leonard Michaels         25,314         247,053                        -                        -
</TABLE>

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

(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 3, 1996 ($8.375).

            Directors  of the  Company did not  receive  compensation  for their
services  as such  except a fee of  $750.00  for each  meeting  of the  Board of
Directors which they attend.  Messrs.  Trugman and Rubin have waived their right
to receive such compensation.

                                       19

<PAGE>



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, 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 $289,406  for the fiscal year ended  August 3, 1996.  His
annual base salary for the fiscal year August 4, 1996 through  August 2, 1997 is
determined  by  multiplying  $289,406  by the  greater  of five  percent  or the
increase  in the  Consumer  Price  Index as of August 1, 1996 over the amount of
such index as of August 1, 1995.  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. George Solomon,  who joined the Company on October 11, 1993, has an
employment agreement which terminates on July 31, 1997. Pursuant to the terms of
the agreement,  Mr. Solomon is currently Vice President of  International  Sales
and  Marketing for Medical  Products and President of Del Medical  Systems Corp.
The  employment  agreement  provides for a current base salary of $163,170 and a
bonus based on the performance of Dynarad with an annual minimum of $5,000.

         Mr.  John  MacLennan,  who joined the Company on March 6, 1996 with the
acquisition of Gendex-Del  Medical  Imaging Corp.,  has an employment  agreement
which commenced on March 19, 1996 and terminates on March 18, 1999.  Pursuant to
the terms of the agreement,  Mr. MacLennan agreed to serve as Vice President and
General  Manager of Gendex-Del  Medical  Imaging Corp. The employment  agreement
provides for a base salary of $125,000  per annum for the first year,  with five
percent  increases for the second and third years. Mr. MacLennan also receives a
bonus with  respect to each  fiscal year equal to 3% of the  Gendex-Del  Medical
Imaging Corp.'s pre-tax net income in excess of $500,000.

         Mr. Leonard  Michaels,  who joined the Company as of September 1, 1992,
has an employment  agreement with Dynarad Corp., which commenced as of September
1, 1992 and expires on July 29, 1997.  Pursuant to the terms of such  agreement,
Mr. Michaels agreed to serve as President of Dynarad Corp. Upon his execution of
such employment agreement,  Mr. Michaels received a signing bonus of $250,000 in
the fiscal year ended July 31, 1993. The employment  agreement  provides for the
payment of a base  salary of  $150,000  per annum,  subject to  increases  on an
annual  basis,  and certain  bonuses if the net income  goals  specified in such
employment  agreement are  achieved.  Mr.  Michaels'  annual base salary for the
period from July 30, 1995 to March 31, 1996 was  $135,526.  As of April 1, 1996,
Mr. Michaels became a technical  consultant to the Company.  In consideration of
Mr.  Michaels'  covenant  not to  compete  for ten  years  as set  forth  in the
employment  agreement,  he received upon execution thereof a payment of $257,400
during the fiscal year ended July 30, 1994, and during the ten year term thereof
shall receive annual non-compete payments of $52,000.

         Mr. Howard Bertan has an employment  agreement with Bertan High Voltage
Corp. which commenced on April 24, 1994 and terminates on April 23, 1997, unless
extended for up to an additional  two (2) year period.  Pursuant to the terms of
such  agreement,  Mr. Bertan  agreed to serve as President  and Chief  Operating
Officer of Bertan High Voltage Corp. The employment  agreement  provides for the
payment of a base salary of $154,350 for the period commencing on April 24, 1996
and  terminating  on April 23,  1997,  subject to increases  each twelve  months
thereafter  during the term.  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  contains  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.

                                       20

<PAGE>



         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,  commencing  sixty days
after  April 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.


Stock Option Plans

Non-Qualified Stock Option Plan

         The Company's  Non-Qualified  Stock Option Plan provides for a total of
2,547,857  shares of Common Stock  authorized to be granted under such plan. For
the year ended  August 3, 1996,  options to purchase an  aggregate  of 1,656,716
shares were outstanding at an average exercise price of $4.30 per share,  having
a range of expiration  dates from  September  2000 to March 2011.  During fiscal
1996, the Company granted options to purchase  288,400 shares of Common Stock at
an  average  exercise  price of $6.91 per share.  During  fiscal  1996,  226,433
options were  exercised or expired and 252,648  shares were available for future
grant under such plan.  The Company's  Non-Qualified  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 Non-Qualified 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 25,  1996,  the  Company had granted  options to
purchase  851,432  shares to Leonard A.  Trugman,  21,391 shares to David Engel,
55,961 shares to Louis Farin,  9,570 shares to Paul Liesman,  139,337  shares to
Seymour  Rubin,  22,241  shares to George  Solomon and 25,308  shares to Michael
Taber at an  average  exercise  price of $3.45 per share.  No options  issued to
officers were either exercised or expired during the year.

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 an employee  requests that the
shares to which he is entitled, or a portion thereof, be issued to him.

         Substantially  all employees of the Company are eligible to participate
in such plan.  With respect to the  executive  officers of the Company,  for the
calendar year ended December 31, 1995,  1,452, 97, 80, 1,861, 335 and 289 shares
were issued to Leonard A. Trugman,  David Engel,  Paul Liesman,  Seymour  Rubin,
George  Solomon and Michael  Taber,  respectively,  from this plan.  For the six
months ended June 30, 1996, 639, 105, 40, 819, 217 and 139 shares were issued to
Leonard A. Trugman, David Engel, Paul Liesman, Seymour Rubin, George Solomon and
Michael  Taber,  respectively,  from this plan. For the period from July 1, 1996
through  October 25, 1996,  443, 66, 79, 558, 59 and 74 shares are being held in
the plan on behalf of Leonard A. Trugman,  David Engel,  Paul  Liesman,  Seymour
Rubin, George Solomon and Michael Taber, respectively.

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.

                                       21

<PAGE>



         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 fiscal 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.  Connecticut  General  Life  Insurance
Company  (CIGNA) is the plan  administrator.  All employees with over 90 days of
service  and over the age of 21 may elect to defer  from 2 percent to 15 percent
of their annual salary. The modified plan is administered by CIGNA 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 merged 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 $40,000 and $32,500 profit sharing  contributions for the periods ended
August 3, 1996 and July 29,  1995.  There  was a  $15,000  contribution  for the
period ended July 31, 1993.
















                                       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 25, 1996 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 25, 1996 (1)             of Class

LEONARD A. TRUGMAN                  877,646 (2)                   11.1%
c/o Del Global 
Technologies Corp.
1 Commerce Park
Valhalla, NY  10595

NATAN BERTMAN                       104,718 (3)                    1.4%
c/o Bertman & Levine
945 Manhattan Avenue
Brooklyn, NY 11222

DAVID MICHAEL                       155,776 (4)                     2.1%
c/o David Michael
 & Co., P.C.
Seven Penn Plaza
New York, NY  10001

SEYMOUR RUBIN                        134,677(5)                     1.8%
c/o RFI Corporation
100 Pine Aire Drive
Bay Shore, NY  11706

JAMES TIERNAN                         8,478 (6)                      *
7 Patriot Court
New City, NY  10956

DAVID ENGEL                           4,516 (7)                      *
c/o Del Global 
Technologies Corp.
One Commerce Park
Valhalla, NY 10595

LOUIS J. FARIN, SR.                  36,843 (8)                      *
c/o Del Global 
Technologies Corp.
One Commerce Park
Valhalla, NY 10595

PAUL J. LIESMAN                       1,646 (9)                      *
c/o Bertan High 
Voltage Corp.
121 New South Road
Hicksville, NY  11801

JOHN D. MACLENNAN                     5,150                          *
c/o Gendex-Del Medical 
Imaging Corp.
11550 West King Street
Franklin Park, IL. 60634




                                       23

<PAGE>



GEORGE SOLOMON                        9,565 (10)                     *
c/o Del Global 
Technologies Corp.
One Commerce Park
Valhalla, NY 10595

MICHAEL TABER                        11,346 (11)                     *
c/o Del Global 
Technologies Corp.
One Commerce Park
Valhalla, NY 10595

All Officers and Directors        --------------                   ----
 (12) as a Group                  1,350,361 (12)                   16.4%
                                  ==============                   ==== 

*    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 25, 1996


(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  687,468  shares,  options for which are presently  exercisable or
     will become exercisable within 60 days of October 25, 1996.

(3)  Includes 72,276 shares, options for which are presently exercisable or will
     become exercisable within 60 days of October 25, 1996.

(4)  Includes  118,669  shares,  options for which are presently  exercisable or
     will become exercisable within 60 days of October 25, 1996.
 
(5)  Includes  113,379  shares,  options for which are presently  exercisable or
     will become exercisable within 60 days of October 25, 1996.

(6)  Includes 8,478 shares,  options for which are presently exercisable or will
     become exercisable within 60 days of October 25, 1996.
 
(7)  Includes 4,180 shares,  options for which are presently exercisable or will
     become exercisable within 60 days of October 25, 1996.

(8)  Includes 27,981 shares, options for which are presently exercisable or will
     become exercisable within 60 days of October 25, 1996.

(9)  Includes 1,527 shares,  options for which are presently exercisable or will
     become exercisable within 60 days of October 25, 1996.

(10) Includes 8,955 shares,  options for which are presently exercisable or will
     become exercisable within 60 days of October 25, 1996.

(11) Includes 10,456 shares, options for which are presently exercisable or will
     become exercisable within 60 days of October 25, 1996.

(12) Includes  980,736  shares,  options for which are presently  exercisable or
     will become exercisable within 60 days of October 25, 1996.






                                       24

<PAGE>





ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

           On  April  1,  1994,   Bertan  High  Voltage  Corp.,  a  wholly-owned
subsidiary of the Company,  acquired the assets of Bertan  Associates,  Inc. The
Company paid to Howard Bertan,  Lester Bertan and another former  shareholder of
Bertan  Associates,  Inc. (i)  $2,600,000 in cash and (ii) 200,000 shares of the
Company's  common stock,  $.10 par value per share.  The Company and Bertan High
Voltage  Corp.  entered  into  various   employment,   consulting,   option  and
non-compete agreements with Howard Bertan and Lester Bertan, former officers and
shareholders  of Bertan  Associates,  Inc.  The Company  entered into a ten year
lease agreement for the facility of Bertan Associates,  Inc. in Hicksville,  New
York with a New York  general  partnership,  of which  Howard  Bertan and Lester
Bertan are general  partners.  The lease provides for minimum annual payments of
$383,380 plus all  utilities  and  increases in real estate  taxes.  Bertan High
Voltage  Corp.  has an option to renew the lease for a period of five years at a
fair market  rental value upon the  expiration of the initial term of the lease.
The  Company  believes  that the  lease was  entered  into on terms no less than
favorable than could be obtained from unaffiliated third parties.  The lease was
approved by all of the  directors of the Company who have no principal  interest
in the transaction.

           On May 1995, upon approval of the Company's  Board of Directors,  the
Company  repurchased  10,000  shares of common  stock  owned by Mr.  Leonard  A.
Trugman at a fair market value of $6.375 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 3, 1996 And        
            July 29, 1995                                               F2 

            Consolidated Statements Of Income For The Fiscal Years
            Ended August 3, 1996, July 29, 1995 And July 30, 1994       F3

            Consolidated Statements Of Shareholders' Equity For
            The Fiscal Years Ended August 3, 1996, July 29, 1995
            And July 30, 1994                                           F4

            Consolidated Statements Of Cash Flows For The Fiscal
            Years Ended August 3, 1996, July 29, 1995
            And July 30, 1994                                           F5 - F6

            Notes To Consolidated Financial Statements For The
            Fiscal Years Ended August 3, 1996, July 29, 1995
            And July 30, 1994                                           F7 - F18

            Unaudited Selected Quarterly Financial Data                 F19

         2.(a) 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

                 3.7     By-Laws of Del Electronics Corp.                (1)

                                       26

<PAGE>



                 4.1     Warrant Agreement between Del Electronics
                         Corp. and Chase Manhattan Investment
                         Holdings, Inc., dated January 27, 1995          (4)

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

                 4.3     Warrant Agreement and Warrant Certificate
                         of The Chase Manhattan Bank, N.A.               (6)

                 4.4     Warrant Certificate of Stanley Wunderlich       (7)

                 4.5     Copy of Del Global Technologies Corp.
                         Amended and Restated Stock Option Plan
                         (the "Plan")                                    (8)

                 4.6     Stock Purchase Plan                             (9)

                 4.7     Option Agreement, substantially in
                         the form used in connection with
                         options granted under the Plan                 (10)

                10.1     Amended and Restated Executive
                         Employment Agreement of
                         Leonard A. Trugman                             (11)

                10.2     Amendment No. 1 to Amended and
                         Restated Employment Agreement of
                         Leonard A. Trugman                             (12)

                10.3     Amendment No. 2 to Amended and
                         Restated Employment Agreement of
                         Leonard A. Trugman                             (13)

                10.4     Employment Agreement of
                         Howard Bertan                                  (14)

                10.5     Employment Agreement of
                         George Solomon                                 (15)

               *10.6     Employment Agreement of John D. MacLennan

                10.7     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.             (16)

               *10.8     First Amendment to Amended and Restated
                         Credit Agreement dated as of August 2, 1996

                10.9     Lease Agreement dated April 7, 1992
                         between Messenger Realty and the Company       (17)



                                       27

<PAGE>



                10.10    Lease Agreement dated September 1, 1992
                         between Arleigh Construction and
                         Del Acquisition Corp.                          (18)

                10.11    Lease and Guaranty of Lease dated
                         May 25, 1994 between Leshow Enterprises
                         and Bertan High Voltage Corp.                  (19)

                10.12    Lease dated January 4, 1993 between
                         Curto Reynolds Oelerich Inc. and
                         Gendex Corporation                             (20)

                10.13    Consulting Agreement by and between
                         Del Acquisition Corp. and
                         Harvey Schechter                               (21)

                10.14    Consulting Agreement by and between
                         Del Acquisition Corp. and
                         Mark Weiss                                     (22)

                10.15    Consulting Agreement by and between
                         Del Global Technologies Corp. and
                         Stanley Wunderlich                             (23)

               *11       Computation of earnings per Common
                         Share and Common Share Equivalents
                         for year ended August 3, 1996

               *21       Subsidiaries of Del Global Technologies Corp.

               *23       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  4.5 to Del  Electronics  Corp.  Registration
                 Statement on Form S-3 (No. 33-61025) and incorporated herein by
                 reference.

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

            (6)  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.

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

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


                                       28

<PAGE>



            (9)  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.

            (10) 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.

            (11) 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.

            (12) 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.

            (13) 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.

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

            (15) 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.

            (16) 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.

            (17) 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.

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

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

            (20) 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.

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

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

            (23) 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.
























                                       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.  (formerly Del  Electronics  Corp.) and  subsidiaries as of
August 3, 1996 and July 29,  1995 and the  related  consolidated  statements  of
income,  shareholders'  equity and cash flows for each of the three fiscal years
in the period ended August 3, 1996. 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  and
subsidiaries  at August  3, 1996 and July 29,  1995,  and the  results  of their
operations  and their  cash flows for each of three  fiscal  years in the period
ended  August  3,  1996,  in  conformity  with  generally  accepted   accounting
principles.

As discussed in Note 1 to the  consolidated  financial  statements,  the Company
changed its method of accounting  for income taxes  effective  August 1, 1993 to
conform with Statement of Financial Accounting Standards No. 109.







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

New York, New York
October 23, 1996









                                       F1

<PAGE>



DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


                                                         August 3,     July 29,
                                                           1996          1995
                                                        ----------   ----------
ASSETS

CURRENT ASSETS:

Cash and cash equivalents (Note 1)                   $ 5,817,800     $   505,989

Investments available-for-sale
  (Notes 1, 2 and 10)                                    545,651         378,534

Trade receivables (net of allowance
   for doubtful accounts of $194,775 at
  August 3, 1996 and $144,431
   at July 29,1995)                                    9,221,328       6,456,853

Cost and estimated earnings in
   excess of billings on uncompleted
   contracts (Note 3)                                       --           395,847

Inventory (Notes 1 and 4)                             23,819,882      18,038,358

Prepaid expenses and other current
   assets (Note 9)                                     1,675,039       1,117,963
                                                      ----------      ----------

Total current assets                                  41,079,700      26,893,544
                                                      ----------      ----------


FIXED ASSETS - At cost (Notes 1
   and 5)                                             13,590,798      11,115,297

Less accumulated depreciation and
   amortization                                        4,052,309       3,362,516
                                                      ----------      ----------
                                                       9,538,489       7,752,781
                                                      ----------      ----------
INTANGIBLES (net  of  accumulated
amortization of $32,448 at
August  3, 1996) (Notes 1 and 11)                      1,322,552            --

GOODWILL (net of accumulated
 amortization of $370,020 at
 August 3, 1996 and $261,951
 at July 29, 1995)(Notes 1 and 11)                     4,311,472       2,865,408


DEFERRED CHARGES                                         784,751         876,638

OTHER ASSETS (Notes 7 and 9)                             692,788         666,263
                                                     -----------     -----------

TOTAL                                                $57,729,752     $39,054,634
                                                     ===========     ===========



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

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Current portion of long-term debt(Note 6)           $    120,078     $   943,383
   
Accounts payable - trade                               3,693,580       2,539,615

Accrued liabilities                                    4,070,202       2,484,435

Income taxes (Notes 1 and 9)                             643,545         277,830
                                                       ---------       ---------
      Total current liabilities                        8,527,405       6,245,263
                                                          


LONG-TERM LIABILITIES:

LONG-TERM DEBT (Less current
   portion included above) (Note 6)                      499,852      11,902,951
   
OTHER                                                    789,589         775,541

DEFERRED INCOME TAXES
   (Notes 1 and 9)                                       843,378         605,806
                                                      ----------      ----------
Total liabilities                                     10,660,224      19,529,561
                                                      ----------      ----------


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


SHAREHOLDERS' EQUITY
   (Notes 1, 7 and 8):
   Common stock - $.10 par
   value; Authorized - 10,000,000
   shares; Issued and outstanding -
  7,223,406 shares at August 3,
  1996 and 4,129,599 at July 29, 1995                    722,340         412,960
  Additional paid-in capital                          43,272,713      16,239,784
  Retained earnings                                    3,411,160       3,189,244
                                                     -----------     -----------
                                                      47,406,213      19,841,988
Less common stock in treasury -
    58,255 at August  3, 1996 and
    55,165 at July  29, 1995                             336,685         316,915
                                                     -----------     -----------
Total shareholders' equity                            47,069,528      19,525,073
                                                     -----------     -----------

TOTAL                                                $57,729,752     $39,054,634
                                                     ===========     ===========


See notes to consolidated financial statements.








                                       F2

<PAGE>




DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME



                                                    Fiscal Year Ended
                                         ---------------------------------------
                                           August 3,     July 29,      July 30,
                                             1996          1995          1994
                                         -----------   -----------   -----------

NET SALES (Notes 1, 3 and 12)            $43,745,454   $32,596,312   $24,327,015
                                         -----------   -----------   -----------

COSTS AND EXPENSES:
Cost of sales                             27,355,262    19,177,999    15,179,081
Research and development (Note 1)          3,429,331     2,861,844     2,253,412
Selling, general and administrative        7,503,689     6,622,690     4,862,519
Interest expense - net of interest
income of $34,777 in 1996 and
$3,419 in 1995 and $1,813
in 1994                                    1,148,639     1,191,142       576,832
                                         -----------    ----------    ----------

                                          39,436,921    29,853,675    22,871,844
                                         -----------    ----------    ----------
INCOME BEFORE PROVISION FOR
INCOME TAXES                               4,308,533     2,742,637     1,455,171

PROVISION FOR INCOME TAXES
(Notes 1 and 9)                            1,393,111       837,428       341,525
                                         -----------    ----------    ----------

INCOME BEFORE CUMULATIVE EFFECT
OF CHANGE IN METHOD FOR ACCOUNTING
FOR INCOME TAXES                           2,915,422     1,905,209     1,113,646

CUMULATIVE EFFECT OF CHANGE IN METHOD
FOR ACCOUNTING FOR INCOME TAXES
(Notes 1 and 9)                                    -             -        76,363
                                         -----------   -----------   -----------
NET INCOME                               $ 2,915,422   $ 1,905,209   $ 1,190,009
                                         ===========   ===========   ===========

PER SHARE AMOUNTS (Note 1):

INCOME BEFORE CUMULATIVE EFFECT
OF CHANGE IN METHOD FOR ACCOUNTING
FOR INCOME TAXES:                        $       .50   $       .38   $       .22


CUMULATIVE EFFECT OF CHANGE IN
METHOD FOR ACCOUNTING FOR INCOME
TAXES (Note 9)                           $         -   $         -   $       .02
                                         -----------   -----------   -----------
                                         
NET INCOME PER COMMON SHARE AND
COMMON SHARE EQUIVALENTS:
PRIMARY AND FULLY DILUTED                $       .50   $       .38   $       .24
                                         ===========   ===========   ===========
               
                





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 31, 1993           3,370,952 $   337,095        4,000    $  (23,567)   $ 12,424,650     $2,896,062    $ 15,634,240

Shares issued related
 to acquisition                     200,000      20,000                                    851,429                        871,429

Stock dividends - 3%
 December 1993  and
 June 1994 (Note 8)                 212,407      21,240                                  1,473,677     (1,502,254)         (7,337)

Exercise of stock options
 and warrants (Note 8)               70,658       7,066                                     43,000                         50,066

Shares repurchased                                            12,656       (76,283)                                       (76,283)

Tax benefit related to exercise
  of stock options (Note 8)                                                                 39,857                         39,857

Other                                 2,145         215                                     (3,689)                        (3,474)

Net Income                                                                                              1,190,009       1,190,009
                                  ---------  -----------   ---------     ----------     ----------      ---------      ---------- 
                                  
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                                            38,509      (217,065)                                      (217,065)

Tax benefit related to exercise
 of 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                                             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
                                  =========   =========     ========    ===========   ============    ===========    ============

</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 3,       July 29,       July 30,
                                                      1996            1995           1994
                                                ------------    ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                             <C>             <C>            <C>         
  Net income                                    $  2,915,422    $  1,905,209   $  1,190,009
  Adjustments to reconcile net income to
         net cash provided by (used in)
         operating activities  net of
         effects from purchase of
         Gendex and Bertan
      Imputed interest                                66,986          68,963
      Depreciation                                   740,777         749,586        684,786
      Amortization                                   455,534         493,257        331,746
      Deferred income tax provision (benefit)        (56,609)         36,452       (135,265)

  Changes in assets and liabilities:
      Increase in trade receivables               (2,764,475)       (336,396)       (73,085)
      Decrease in cost and estimated
        earnings in excess of billings
        on uncompleted contracts                     395,847         155,454         46,346
      Increase in inventory                       (1,144,987)     (1,965,425)    (1,782,521)
      Increase in prepaid and
        other current assets                        (355,086)       (219,232)      (153,368)
      Increase in other assets                       (49,136)        (37,097)      (200,862)
      Increase (decrease) in                                                                                        
        accounts payable - trade                   1,153,965          62,514        (70,113)
      Increase (decrease) in accrued
        liabilities                                1,585,766         197,128        (66,833)
      Increase in income taxes payable               824,039         245,792         30,746
                                                   ---------       ---------       --------
          Net cash provided by (used in)
          operating activities                     3,768,043       1,356,205       (198,414)
                                                   ---------       ---------       -------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net cash paid on acquisition of
    subsidiaries                                  (8,149,085)                    (2,784,282)
  Payments to former shareholders of
     subsidiary acquired                             (52,938)       (221,208)
  Expenditures for fixed assets                   (1,968,070)     (1,337,509)    (1,694,344)
  Investment in marketable securities               (167,117)       (152,264)      (395,404)
  Sale of marketable securities                                      120,000         25,223
  Other current assets                                                              (16,024)
                                                 -----------      ----------     ---------- 
         Net cash used in investing
         activities                              (10,337,210)     (1,590,981)    (4,864,831)
                                                 -----------      ----------     ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from public offering               21,584,514
  Net (repayment of) proceeds from bank
     borrowing                                   (12,226,404)        432,044      5,175,928
  Cost of debt restructuring                         (63,327)
  Payment for repurchase of shares                   (19,770)       (217,065)       (76,283)
  Proceeds from exercise of stock options
     & warrants                                    2,615,423         112,709         50,066
  Other                                               (9,458)        (32,520)       (25,827)
                                                 -----------      ----------     ---------- 
        Net cash provided by
        financing activities                      11,880,978         295,168      5,123,884
                                                 -----------      ----------     ----------
</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  3,     July 29,     July 30,                                                
                                                   1996         1995         1994
                                                   ----         ----         ----


<S>                                            <C>          <C>          <C>    

NET INCREASE  IN CASH
  AND CASH EQUIVALENTS                         $5,311,811   $   60,392   $   60,639

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR      505,989      445,597      384,958
                                               ----------   ----------   ----------

CASH AND CASH EQUIVALENTS, END OF YEAR         $5,817,800   $  505,989   $  445,597
                                               ==========   ==========   ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Interest paid                                $1,051,327   $1,084,332   $  474,010
                                               ==========   ==========   ==========

  Income taxes paid                            $  625,682   $  355,006   $  595,570
                                               ==========   ==========   ==========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
  AND FINANCING ACTIVITIES:

  ACQUISITION OF SUBSIDIARIES                  $8,152,185                $4,816,153
                                               ----------                ----------


  Deferred tax liability acquired
   in acquisition                                                           146,902
  Cash acquired in acquisition                      3,100                     6,130
  Common stock issued                                                       871,429
  Payment due under non-compete agreement                                   807,410
  Acquisition costs in accrued liabilities                                  200,000
                                               ----------                ----------
                                                    3,100                 2,031,871
                                               ----------                ----------   
  Cash paid to acquire subsidiaries            $8,149,085                $2,784,282
                                               ==========                ==========

TAX BENEFIT RELATED TO EXERCISE OF
  STOCK OPTIONS AND WARRANTS                   $  458,324   $   32,038   $   39,857
                                               ==========   ==========   ==========
</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 3, 1996, JULY 29, 1995 and JULY 30, 1994






1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.  Description of Business  Activities - Del Global Technologies Corp.
             ("Del")   (formerly  Del  Electronics   Corp.)  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  specialty
             electronic   components   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 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.

         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  Equivalent  - Net
             income per common share and common share equivalent 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 equivalent,  utilizing
             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 $45,808,  $53,997 and  $17,256,  in fiscal
             1996, 1995 and 1994, respectively,  for primary earnings per share.
             Net income was increased by $28,843,  $47,954 and $10,336 in fiscal
             1996, 1995 and 1994, respectively,  for purposes of computing fully
             diluted earnings per share.

                                       F7

<PAGE>
             The number of shares of common stock and common  share  equivalents
             used  in  the  calculation  of  primary  earnings  per  share  were
             5,934,221,  5,195,624 and 5,043,794 in fiscal 1996,  1995 and 1994,
             respectively. The number of shares of common stock and common share
             equivalents  used in the calculation of fully diluted  earnings per
             share were 5,934,221,  5,217,540 and 5,043,794 in fiscal 1996, 1995
             and 1994, respectively (Note 8).

         j.  Income Taxes - Income taxes provided  include deferred taxes due to
             timing differences between financial and tax reporting (Note 9).

             The Company adopted Statement of Financial  Accounting Standard No.
             109 "Accounting for Income Taxes" ("SFAS-109")  effective August 1,
             1993.  The  cumulative  effect  of  adopting  SFAS  No.  109 was to
             increase  net  income by  $76,363  in  fiscal  1994.  SFAS No.  109
             provides for the recognition of deferred tax assets and liabilities
             for temporary  differences  between the carrying  amounts of assets
             and  liabilities for financial  reporting  purposes and the amounts
             used for income tax purposes and for tax credit carryovers.

          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 - The Company follows Statement of Financial Accounting
             Standards No. 115,  "Accounting for Certain Investments in Debt and
             Equity  Securities"  ("SFAS No.  115").  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. The investments classified as available-for-sale are used to
             fund  a  deferred  compensation  plan  established  for  one of the
             Company's  officers.   Gains  and  losses,   either  recognized  or
             unrealized,  inure to the benefit or  detriment  of the  employee's
             deferred compensation, based upon a contractual arrangement between
             the employee and the Company.

         m.  Intangibles  -  Intangibles  are being  amortized on  straight-line
             basis over their estimated useful lives,  which range from 10 to 20
             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 periodically reviewed by
             the  Company  and   impairments   will  be   recognized   when  the
             undiscounted  expected  future cash flows,  computed after interest
             expense  derived  from the related  operations,  is less than their
             carrying value.

         o.  Long-Lived  Assets  -  In  March  1995,  the  Financial  Accounting
             Standards Board issued  Statement  Number 121,  "Accounting for the
             Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to Be
             Disposed  Of."  This   statement  is  effective  for  fiscal  years
             beginning  after December 15, 1995. The Company does not expect the
             effect on its consolidated financial condition from the adoption of
             this statement to be material.

         p.  Stock-Based  Compensation  - In October 1995,  the FASB issued SFAS
             No. 123, "Accounting for Stock- Based Compensation," which requires
             adoption of the  disclosure  provisions  no later than fiscal years
             beginning  after December 15, 1995 and adoption of the  measurement
             and recognition  provisions for non- employee transactions no later
             than after December 15, 1995. The new standard 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  Accounting
             Principles  Board  Opinion  ("APB") No. 25,  "Accounting  for Stock
             Issued to  Employees,"  but would be 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 will disclose the required pro forma effect on
             net income and earnings per share.

                                       F8
<PAGE>
2.     INVESTMENTS

         At August 3, 1996  investments  consist  principally  of corporate debt
         securities and equity securities classified as available-for-sale.

         At  August  3,  1996  the  fair  value  of  investments  classified  as
         available-for-sale based on maturity dates, are as follows:

                      Fiscal Year                              Fair Value
                      -----------                              ----------

                      1997                                      $218,146
                      1998-2002                                  302,705
                      2003-2007                                   24,800
                                                                --------
                                                                $545,651
                                                                ========


3.     PERCENTAGE OF COMPLETION ACCOUNTING

                                                             Year Ended
                                                            July 29, 1995
                                                            -------------
                 Costs incurred on uncompleted contracts      $ 337,863

                 Estimated earnings                              93,184
                                                              ---------
                                                                431,047

                 Less:  Billings to date                         35,200
                                                              ---------

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


           The backlog of  unshipped  contracts  being  accounted  for under the
           percentage of completion  method of accounting  was $ 633,753 at July
           29, 1995. This contract was closed during fiscal year ended August 3,
           1996.



4.     INVENTORY

       Inventory consists of the following:

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

       Finished goods                           $ 5,463,847          $ 4,398,096
       Work-in-process                            9,538,081            7,642,588
       Raw materials and purchased parts          8,817,954            5,997,674
                                                -----------          -----------
                                                $23,819,882          $18,038,358
                                                ===========          ===========

                                       F9

<PAGE>





5.     FIXED ASSETS

       Fixed assets consist of the following:

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

       Land                                   $     694,046         $    694,046
       Buildings                                  2,146,025            2,146,025
       Machinery and equipment                    8,426,324            6,624,296
       Furniture and fixtures                       833,880              773,694
       Leasehold improvements                     1,043,996              790,226
       Construction in progress                     435,102               76,023
       Transportation equipment                      11,425               10,987
                                               ------------         ------------
                                                 13,590,798           11,115,297
Less accumulated depreciation and
          amortization                            4,052,309            3,362,516
                                               ------------         ------------
       Net Fixed Assets                        $  9,538,489         $  7,752,781
                                               ============         ============

6.     DEBT

         Long-term debt is summarized as follows:
                                  August 3, 1996              July 29, 1995
                             -----------------------     -----------------------
                             Due Within     Due After    Due Within    Due After
                              One Year      One Year      One Year     One Year
                             ----------     ---------    ----------    ---------

         Term note 
         payable - Bank    $   105,263   $   394,737   $   428,568   $ 1,607,154

         Additional term 
         note payable -
         bank                                              500,000     2,375,000

         Credit line loan
         payable - Bank                      100,000                   7,900,000

         Other Loan             14,815         5,115        14,815        20,797
                           -----------   -----------   -----------   -----------
                           $   120,078   $   499,852   $   943,383   $11,902,951
                           ===========   ===========   ===========   ===========

         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 3, 1996 there  were  outstanding  balances  of  $500,000  on the
         acquisition credit line,  $100,000 on the revolving line of credit, and
         $368,000  of  letters  outstanding.  As of  August 3,  1996,  there was
         $13,532,000  available for borrowing  under the revolving  credit line.
         The  acquisition  term  note  is to be  repaid  in 19  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 1-1/2  percent above LIBOR or 7.23 percent.  Under the
         Company's  loan  agreement  such interest rate will be reduced to 1-1/4
         percent above LIBOR for the next six months. 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 3, 1996, $25,000 is available for such
         cash dividends.


                                       F10

<PAGE>



         The weighted average interest rate on the Company's borrowing under its
         credit  facility  was 8.26 percent and 8.84 percent for the years ended
         August 3, 1996 and July 29, 1995, 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   protection   agreements  protect  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 terminate in July
         1997.


         Long-term debt matures as follows:

                    Fiscal Year Ending
                    1997 (included in current portion)                $  120,078
                    1998                                                 110,376
                    1999                                                 105,261
                    2000                                                 205,261
                    2001                                                  78,954
                                                                      ----------
                                                                      $  619,930
                                                                      ==========

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 1996, 1995 and 1994 was $40,000,  $32,500 and $0,
         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 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
               had 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, respectively.

       b.      Stock Dividends - 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.  On May 4, 1994,  the Company  declared a
               three  percent  stock  dividend  to  holders of record on May 18,
               1994,  and was paid on June 20, 1994.  On November 22, 1993,  the
               Company  declared a three  percent  stock  dividend to holders of
               record on December 9, 1993, paid on December 23, 1993.

                                       F11

<PAGE>

       c.      Nonqualified  Stock Option Plan - The Company has a  nonqualified
               stock  option  plan under which a total of  2,547,857  options to
               purchase  common stock may be granted.  As of August 3, 1996, the
               Company has granted  options to  purchase  851,431  shares to the
               current president,  183,813 shares to former officers,  73,808 to
               current  officers and 1,147,515 to various  employees,  directors
               and  consultants.  Former officers  exercised  31,917 options and
               various  employees  and  consultants  exercised  172,899  options
               during the fiscal  year ended  August 3, 1996.  A former  officer
               exercised 17,302 options and various  employees  exercised 13,037
               options  during the fiscal  year  ended  July 29,  1995.  Various
               employees  exercised  19,183 options during the fiscal year ended
               July 30, 1994.
            
               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:
<TABLE>
<CAPTION>
                                                August 3,     July 29,      July 30,
                 Options                          1996          1995          1994
                 -------                     -----------   -----------   -----------
                 <S>                         <C>            <C>          <C>    
                 Granted and outstanding
                  at beginning of year         1,594,749     1,607,804     1,298,759
                 Granted                         288,400       108,995       357,739
                 Expired                         (21,617)      (91,482)      (29,463)
                 Exercised                      (204,816)      (30,568)      (19,231)
                                             -----------   -----------   ----------- 
                 Outstanding at end of year    1,656,716     1,594,749     1,607,804
                                             ===========   ===========   ===========
                                             
               Exercisable at end of year      1,437,888     1,208,252     1,095,465
                                             ===========   ===========   ===========

               Exercise prices               $ .96-$8.74   $ .96-$6.14   $ .96-$6.41
                                             ===========   ===========   ===========
</TABLE>

               Under the Company's stock option plan, options are exercisable 25
               percent a year,  commencing at the end of the first year they are
               outstanding  and  expiring  fifteen  years from the date they are
               granted.

       d.      There were  warrants,  all of which were  granted at no less than
               fair  market  value,  outstanding  aggregating  82,175  shares at
               August 3, 1996. They are as follows:

                    1.   In connection  with an  underwriting  in June 1991, the
                         underwriter  was granted  warrants to purchase  132,209
                         shares of common stock at exercise prices from $5.37 to
                         $5.53.  During  fiscal 1996 the total  132,209 of these
                         warrants were exercised.

                    2.   The  Company  has  granted  warrants  to the  seller of
                         selected  Filtron assets to purchase  100,662 shares of
                         common  stock at an  exercise  price of  $5.88.  During
                         fiscal 1996 the total  100,662 of these  warrants  were
                         exercised.

                    3.   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
                         3, 1996, the bank held warrants for 33,765 shares at an
                         exercise  price of $4.89 and warrants for 17,510 shares
                         at an exercise price of $6.80.

                    4.   In  connection   with  an  extension  of  a  consulting
                         agreement, the  Company  has issued  30,900  additional
                         warrants  to  purchase  shares of  common  stock at and
                         exercise  price of $6.37 to its  Corporate  Development
                         Consultant  which were still  outstanding  at August 3,
                         1996.  The  Company  has   previously   granted  26,522
                         warrants to purchase shares of common stock

                                       F12

<PAGE>



                         at an exercise  price of $5.18.  During fiscal 1996 the
                         total 26,522 of these warrants were exercised.

                    5.   The  Company  has   granted   37,129   warrants  to  an
                         Investment Advisory firm and its key personnel.  During
                         fiscal  1996 the total  37,129 of these  warrants  were
                         exercised.

9.     INCOME TAXES

        Provision for income taxes consists of the following:

                                       Fiscal Year Ended
                              -----------------------------------
                                August 3,    July 29,    July 30,
                                  1996         1995        1994
                              -----------    --------   ---------
        Current:
          Federal             $ 1,266,044    $692,064   $ 316,812
          State                   183,676     108,912      83,000
                              -----------    --------   ---------
                                1,449,720     800,976     399,812
        Deferred:
          Federal and state       (56,609)     36,452     (58,287)
                              -----------    --------   --------- 
                              $ 1,393,111    $837,428   $ 341,525
                              ===========    ========   =========

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

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

                Depreciation                     $ 639,834    $ 401,880
                Pension                             94,276       83,914
                Federal effect of New
                 York State tax credits            106,858       77,570
                Difference in basis of
                 fixed assets                      101,368      110,200
                Revenue recognition                              35,289
                                                 ---------    ---------

                Gross deferred tax liabilities     942,336      708,853
                                                 ---------    ---------

                Amortization                        87,975       72,382
                Inventory                         (164,003)    (153,119)
                Bad debt reserve                   (64,312)     (45,434)
                Deferred compensation             (388,866)    (264,831)
                NYS tax credits                   (314,286)    (228,146)
                Self-funded health insurance       (65,748)
                                                 ---------    ---------
                Gross deferred tax assets         (909,240)    (619,148)
                                                 ---------    ---------
                                                 $  33,096    $  89,705
                                                 =========    =========


        Deferred tax  liabilities  and assets are  recorded in the  consolidated
        balance sheets as follows:
                                                  August 3,    July 29,
                                                    1996         1995
                                                 ---------    ---------
           Liabilities:
                 Deferred income taxes           $ 843,379    $ 605,806
           Assets:
            Prepaid expenses and other current
              assets                              (495,997)    (287,956)
            Other assets                          (314,286)    (228,145)
                                                 ---------    ---------
                                                 $  33,096    $  89,705
                                                 =========    =========

                                       F13

<PAGE>

         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:



                                                          Fiscal Year Ended
                                                     --------------------------
                                                     August 3, July 29, July 30,
                                                       1996      1995    1994
                                                       % 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             1.5      1.5      (.4)
       Tax benefit from write-off  of inventory
         for tax purposes                                                (4.3)
       Permanent differences                             .6      2.8      3.9
       Tax benefits on foreign sales corp              (3.3)    (3.3)    (3.3)
       Federal tax credits and other                    (.5)    (4.5)    (6.7)
                                                       ----     ----     ----
                                                       32.3%    30.5%    23.2%
                                                       ====     ====     ==== 

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, New York. 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  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 3, 1996 are as follows:




                        Fiscal Year Ended                        Amount
                        -----------------                      ----------
                               1997                            $1,200,881
                               1998                             1,072,067
                               1999                               954,024
                               2000                               944,495
                               2001                               941,067
                              Thereafter                        1,654,959
                                                               ----------
                                                               $6,767,493
                                                               ==========

             Rent  expense  was  $1,117,068  in  1996,  $1,111,300  in 1995  and
             $604,665 in 1994,  which  includes real estate taxes of $286,118 in
             1996, $296,142 in 1995 and $225,025 in 1994.

          b. The Company has an employment  agreement with its President through
             July 2000. The agreement provides for minimum base salary, deferred
             compensation and bonuses as defined. Under the terms

                                       F14

<PAGE>



             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.  Such
             liability  is funded by the  Company's  investments  classified  as
             available-for-sale.   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. 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 former Vice President  through 1997.
             As of April 1, 1996, the Vice  President  opted for an extension in
             the 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 which provides for
             bonuses  based on  growth of  revenues.  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.

             The Company has an employment  agreement with its Vice President of
             International  Sales and Marketing which expires July 31, 1997. The
             agreement  provides for base  compensation  of $163,170 and bonuses
             based on operating performance.

             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 pretax  income.  As of
             May 28, 1996,  this employee  became a technical  consultant to the
             Company.  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.

             In connection  with the  acquisition of Gendex-Del  Medical Imaging
             Corp.   the  Company  has  an   employment   agreement   with  that
             subsidiary's  Vice President  which commenced on March 19, 1996 and
             expires on March 18, 1999. The agreement provides for a base salary
             of $125,000  and annual  bonuses  based on the  performance  of the
             subsidiary.

        c.   The Company is a defendant in several legal actions  arising during
             the normal course of business.  Management believes the Company has
             meritorious defenses to such actions and that the outcomes will not
             be material to the consolidated  financial condition and results of
             operations.

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
$5,700,00 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.  Gendex-Del  entered into a $2,500,000 six month Supply
Agreement  with  Dentsply  to  purchase  parts  and   subassemblies   previously
manufactured  by  Dentsply.  The Company  entered  into a three year  employment
agreement with the General Manager of the newly formed  corporation.  Gendex-Del
assumed the existing lease for its facility in Franklin Park,

                                       F15

<PAGE>



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
$1,599,199, which is included in goodwill. Such excess is being amortized over a
25 year  period.  The charge to income  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:

                                               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 Specialty  Electronic  Components  segment, no one customer
accounts  for more than ten  percent  of the  Company's  sales.  In the  Medical
Imaging and  Diagnostic  Products  segment one  customer,  the U.S.  Government,
accounted for 17 percent and 28 percent of sales in 1995 and 1994, respectively.

              Export  sales were 40 percent,  36 percent and 28 percent of total
sales in 1996, 1995 and 1994, respectively.

              For the years  ended  August 3, 1996,  July 29,  1995 and July 30,
1994, export sales by geographic areas were:



                              1996               1995              1994
                          -----------        -----------        ----------
      Europe              $ 5,460,305   31%  $ 3,892,719   33%  $2,321,259   34%
      Far East              5,446,443   31%    3,336,147   28%     741,142   11%
      Middle East           3,374,581   20%    3,256,903   28%   2,356,638   35%
      North America         2,979,653   17%      627,777    6%   1,143,215   17%
      Other                   181,960    1%      614,149    5%     191,295    3%
                          -----------  ---   -----------  ---   ----------  ---
      Total export sales  $17,442,942  100%  $11,727,695  100%  $6,753,549  100%
                          ===========  ===   ===========  ===   ==========  === 




                                       F16

<PAGE>






13.     SEGMENT REPORTING

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

                                      Specialty        Medical
                   1996               Electronics   Manufacturing       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           $ 1,528,690     $   946,811     $ 2,475,501
                                     ===========     ===========     ===========

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


         (a)      For  fiscal  year  1996,  sales of the  Specialty  Electronics
                  segment  included  sales  of   approximately   $11,657,000  to
                  customers  for medical  imaging and  diagnostic  applications.
                  Aggregate  medical  sales for fiscal  1996 were  approximately
                  $25,709,000 or 59 percent of total sales.

                                      Specialty        Medical
                  1995               Electronics    Manufacturing      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  fiscal  year  1995,  sales of the  Specialty  Electronics
                  segment   included  sales  of   approximately   $8,834,000  to
                  customers  for medical  imaging and  diagnostic  applications.
                  Aggregate  medical  sales for fiscal  1995 were  approximately
                  $14,403,000 or 44 percent of total sales.

                                       F17

<PAGE>





                                      Specialty          Medical
                   1994              Electronics      Manufacturing     Total
                   ----              -----------      -------------  -----------

Net Sales                            $19,436,334      $ 4,890,681    $24,327,015

Operating expenses                    17,654,075        4,640,937     22,295,012
                                     -----------      -----------    -----------

Operating profit                     $ 1,782,259      $   249,744      2,032,003
                                     ===========      ===========    

Interest expense                                                         576,832

Provision for income taxes                                               341,525

FASB-109 tax adjustment                                                   76,363
                                                                     -----------

Net income                                                           $ 1,190,009
                                                                     ===========

Identifiable assets                  $28,833,760      $ 7,364,613    $36,198,373
                                     ===========      ===========    ===========

Capital expenditures                 $ 1,626,358      $   406,590    $ 2,032,948
                                     ===========      ===========    ===========

Depreciation and amortization        $   813,226      $   203,306    $ 1,016,532
                                     ===========      ===========    ===========





                                       F18

<PAGE>



DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

UNAUDITED SELECTED QUARTERLY FINANCIAL DATA


                                                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        $       .11   $       .12   $       .13   $       .14
                          ===========   ===========   ===========   ===========




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

YEAR ENDED JULY 29, 1995:

Net sales                 $ 6,136,056   $7,579,366    $8,945,910    $ 9,934,980
                          ===========   ==========    ==========    ===========

Gross profit              $ 2,916,851   $3,298,628    $3,589,889    $ 3,612,945
                          ===========   ==========    ==========    ===========

Net income                $   450,615   $   505,215   $  521,916    $   427,463
                          ===========   ===========   ==========    ===========

Primary and fully diluted
earnings per share        $       .09   $       .10   $       .11   $       .08
                          ===========   ===========   ===========   ===========



















                                       F19

<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 Taber
                                              --------------------------
                                              Michael Taber
                                              Vice President - Finance,
                                              Secretary and Chief
                                              Accounting Officer


Dated:  October 31, 1996

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, 1996
--------------------------
Natan Bertman, Director


/S/David Michael                            October 31, 1996
--------------------------
David Michael, Director


/S/Seymour Rubin                            October 31, 1996
--------------------------
Seymour Rubin, Director


/S/James Tiernan                            October 31, 1996
--------------------------
James Tiernan, Director


/S/Leonard A. Trugman                       October 31, 1996
--------------------------
Leonard A. Trugman
Chairman of the Board,
Chief Executive Officer and
President