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


                            ANNUAL REPORT PURSUANT TO
                           SECTION 13 OR 15 (d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED JULY 31,1999
                          COMMISSION FILE NUMBER 0-3319

                          DEL GLOBAL TECHNOLOGIES CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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




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


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


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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _

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

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant amounted to $34,613,980 at the close of business on October 29, 1999.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the close of business on October 29, 1999.

                            Common Stock - 7,806,025

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                                     PART I

ITEM 1.     BUSINESS

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

            Del Global  Technologies Corp. has two reportable segments which are
Medical Imaging Systems and Critical Electronic Subsystems.  The Medical Imaging
Systems   Segment   designs,    manufactures   and   markets   state-of-the-art,
cost-effective  medical imaging and diagnostic  systems consisting of stationary
and portable imaging  systems,  radiographic/fluoroscopic  systems,  mammography
systems and a neo-natal  imaging  system.  The  Critical  Electronic  Subsystems
Segment designs, manufactures and markets proprietary precision power conversion
and noise  suppression  subsystems  for medical as well as  critical  industrial
applications.

            The  Company's  medical  imaging  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 under $150,000 per unit. The Company believes that
its products offer price performance  advantages  compared to products typically
priced  higher.  The  Company's   cost-effective  medical  imaging  systems  and
subsystems also meet the increasing international demand for such products.

            Several of the world's  largest  radiographic  system  manufacturers
have  had  entire  radiographic  systems  designed  and  manufactured  to  their
specifications  in order to reduce their product  costs.  This  process,  called
outsourcing, has benefitted the Company's Medical Imaging System Segment.

            The Company's Critical  Electronic  Subsystems are custom engineered
to complex customer  performance  specifications  and include high voltage power
subsystems,  such as power  supplies,  capacitors,  transformers,  pulse forming
networks  and  electronic  noise  suppression  subsystems.  These  products  are
utilized by original  equipment  manufacturers  ("OEMs") for medical imaging and
diagnostic  products having a broad range of  applications  such as computerized
tomography (CT),  magnetic resonance imaging (MRI),  minimally invasive surgery,
bone densitometry,  radiography,  blood analysis, medical laser surgery, nuclear
medicine and positron  emission  tomography  (PET) scanning.  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
selection of the Company by its OEM  customers as sole source  provider of these
critical electronic subsystems.

            During  the past five years the  Company  has grown  internally  and
through  acquisitions into a company whose  predominant  business is serving the
medical imaging and diagnostic markets.  Most significantly,  in March, 1996 the
Company  completed the  acquisition of certain  assets of Gendex.  The Company's
sales of medical imaging systems and critical electronic  subsystems for medical
applications  increased from approximately $14.4 million or approximately 44% of
total net sales in fiscal 1995 to  approximately  $49.2 million or approximately
72% of total net sales in  fiscal  1999.  Reflecting  worldwide  demand  for its
products and increased  international  sales efforts,  the Company has increased
export sales from  approximately  $11.7 million in fiscal 1995 to  approximately
$31.4  million in fiscal  1999.  Export  sales  consist  of direct  sales of the
Company's  products and sales of  subsystems  that are  incorporated  into OEM's
products for export.

Industry Background

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

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x-rays will be absorbed 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,  transformers and noise suppression systems. 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
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. 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 Systems

            Medical Imaging Systems.  The Company's  medical imaging systems are
sold under the GENDEX,  UNIVERSAL,  X-Tek,  Dynarad and Acoma brand  names.  The
prices of the Company's medical x-ray systems range from approximately $9,000 to
$150,000 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.

            Neo-Natal  Imaging  Systems.  The Company markets and manufactures a
Neo-Natal  mobile  imaging  system  designed  to address  the  critical  imaging
requirements of a hospital's  Neo-Natal  department.  This mobile imaging system
provides a high frequency,  high resolution  image over a 40-70 kVp range and is
specifically designed for imaging of neo-natal and pediatric patients.

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

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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.

            This year the  Company  added a new 90/90  Radiographic/Fluoroscopic
System  to  its  product  line.  This  R/F  system  provides  a  wide  range  of
applications from routine radiography,  barium studies and myelograms to stepped
angiography.  It is designed to provide superior imaging results,  minimal x-ray
dosage and enhanced ease of operation.

            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.

Critical Electronic Subsystems

            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.  These  subsystems are used in computerized  tomography  (CT),
magnetic resonance imaging (MRI), minimally invasive surgery, bone densitometry,
radiography,  blood  analysis,  medical  laser  surgery,  nuclear  medicine  and
positron emission tomography (PET) scanning.

            Industrial   Applications.   The   Company's   critical   electronic
subsystems  for high  voltage  power  conversion  applications  consist  of high
voltage DC power supplies,  high and low voltage power supplies and high voltage
transformers.  Such  products  are  used in many  leading-edge  high  technology
scientific  and  industrial  applications  by  OEMs,  universities  and  private
research laboratories.

            The Company has developed  state-of-the-art,  multi-channel critical
electronic subsystems for industrial laser machining, ion implantation,  airport
explosives  detection,  energy  exploration,   electrostatic  deposition,  photo
multiplier tube, x-ray tube,  traveling wave tube, cathode ray tube and ion pump
applications,   food  processing  and  steel  rolling.  In  addition,   critical
subsystems  of the  Company's  high  voltage DC power  supplies  are included in
analytical and material research  equipment,  nuclear  instrumentation,  process
control equipment,  automatic test equipment,  scanning electron microscopes and
semi-conductor manufacturing equipment. The Company's noise suppression products
are used in voice and data  communications  equipment,  computer  equipment  and
government  communications  systems,  cellular telephone relay sites (cells) and
other state-of-the-art voice and data transmission  modalities.  Major suppliers
of  telephone  and  cellular   services  use  the  Company's  noise  suppression
subsystems to isolate  subscribers'  calls and markedly  improve  overall system
performance.

Marketing, Sales and Distribution

            The Company's  medical imaging systems are distributed in the United
States and certain foreign countries, by a network of approximately 350 dealers.
Medical  imaging  systems  dealers  are  supported  by  the  Company's  regional
managers,  product line managers and technical support groups,  who train dealer
sales  personnel and  participate in customer  calls.  Technical  support in the
selection,  use and maintenance of the Company's products is provided to dealers
and  professionals  by  customer  service  representatives.   The  Company  also
maintains  telephone  hotlines to provide  technical  assistance  to dealers and
professionals.  Additional  product  and  dealer  support  is  provided  through
participation  in  medical  equipment  exhibitions  and trade  advertising.  The
Company  exhibits its  products at the  Radiological  Society of North  American
Conference in Chicago, the MEDICA Medical Conference in Dusseldorf,  Germany and
the European College of Radiology Conference in Vienna, Austria.

            The Company  markets its  critical  electronic  subsystems  for both
medical  and  non-medical   products   through  24  in-house  sales   personnel,
approximately  32  exclusive  independent  sales  representatives  in the United
States and

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approximately 40 exclusive international agents principally in Europe, Asia, the
Middle East, Canada,  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 July 31, 1999,  the Company  employed 66 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  $6.5 million in
fiscal  1999,  $5.9  million in fiscal  1998 and $4.5  million  in fiscal  1997.
Approximately  80% of all new  critical  electronic  subsystems  produced by the
Company  are  designed  and  developed  to  customer  specifications  for use as
components of the customer's equipment. 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 to
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  subsystems in two
facilities,  one in  Valhalla,  New York and one in  Hicksville,  New York.  The
Company  manufactures  all of  its  electronic  noise  suppression  filters  and
capacitor  subsystems  at its  facility  in Bay  Shore,  New York.  The  Company
manufactures  its medical  imaging  systems at its  facilities in Deer Park, New
York, Franklin Park, Illinois and Lincolnwood, Illinois.

            The Company maintains a complete engineering  laboratory for quality
control and environmental  testing.  Specifically,  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  prices  and  delivery
schedules.

Export Sales

            During the three fiscal  years ended July 31,  1999,  August 1, 1998
and August 2, 1997, export sales accounted for approximately  46%, 46%, and 40%,
respectively, of the Company's revenues. Export sales are made

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principally  in  Europe,  North  America,  the Far East,  Middle  East and South
America.  During the  current  fiscal  year,  the  Company's  export  sales have
increased, despite the current global economic climate.

Backlog

            The  Company's  backlog  at July 31,  1999 was  approximately  $42.1
million compared to a backlog of approximately  $35.9 million at August 1, 1998,
and  approximately  $23.9  million at August 2, 1997.  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. Some of the Company's current and potential competitors have
substantially greater financial, marketing and other resources than the Company.
As a  result,  they  may be  able  to  adapt  more  quickly  to new or  emerging
technologies  and  changes  in  customer  requirements,  or  to  devote  greater
resources  to the  promotion  and  sale of  their  products  than  the  Company.
Competition  could  increase  if new  companies  enter the market or if existing
competitors  expand their product  lines or intensify  efforts  within  existing
product  lines.  Although  the  Company  believes  that  its  products  are more
cost-effective than those of its primary competitors, certain competing products
may have other advantages which may limit the Company's market.  There can be no
assurance that continuing  improvements in current or new products will not make
them technically equivalent or superior to the Company's products in addition to
providing cost or other advantages. There can be no assurance that the Company's
current  products,  products  under  development  or  ability to  introduce  new
products will enable it to compete effectively.

Trademarks and Patents

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

Government Regulation

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

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

            The Company is also subject to certain other FDA regulations and the
Company's  manufacturing  processes  and  facilities  are subject to  continuing
review by the FDA.  The Company  must also comply with  current GMP  regulations
promulgated by the FDA. These regulations require,  among other things, that (i)
the  manufacturing  process be regulated  and  controlled  by the use of written
procedures  and  (ii)  the  production  of  medical  products,  which  meet  the
manufacturer's specifications, be validated by extensive and detailed testing of
every aspect of the process. They also require investigation of any deficiencies
in the manufacturing process or in the products produced and detailed

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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 9001
certification, which is analogous to compliance with the FDA's GMP requirements.
The Company has obtained ISO 9001  certification  for all of its medical systems
manufacturing  facilities.  The Company is in the process of obtaining  ISO 9001
certification for its other manufacturing  facilities;  however, there can be no
assurance that such facilities will receive ISO 9001  certification  or that the
Company  will  be  able  to  continue  to meet  the  requirements  for ISO  9001
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  1999,  and  does not
anticipate,  any material  expenditures  in connection  with its compliance with
Federal, state or local environmental laws or regulations.

Employees

            As of July 31, 1999,  the Company had  approximately  445 employees,
including 8 executive officers, 31 persons in general administration, 24 persons
in  marketing,  316  persons in  manufacturing  and 66 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,  which can be
extended  for five  years.  The current  annual  base rent for such  premises is
approximately  $306,000.  RFI owns a 55,000 square foot facility located on four
acres in Bay Shore, New York,  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,  which
can be extended for five years,  where it designs and  manufactures  some of its
medical  imaging  products.  The current  annual base rent for such  premises is
approximately  $258,000.  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

                                        7

<PAGE>



of its power conversion devices.  The current annual base rent for such premises
is approximately $399,000. Gendex-Del leases approximately 68,000 square feet of
its facility in Franklin Park, Illinois under a lease which was 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
$289,000.  Gendex-Del  also  leases  approximately  12,000  square  feet  of its
facility in  Lincolnwood,  Illinois under a lease which can be extended  through
January 31, 2003, where it designs and manufactures  some of its medical imaging
products.  The  current  annual  base rent for such  premises  is  approximately
$86,000. The Company believes that its current facilities are sufficient for its
present requirements.


ITEM 3.     LEGAL PROCEEDINGS

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

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


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

            None.


                                     PART II

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

            As of June 10,  1996 the  common  stock of Del  Global  Technologies
Corp.  began  trading on the Nasdaq  Stock  Market  under the symbol  DGTC.  The
following  table shows the high and low closing sales prices per share of common
stock for the past twelve quarters.

                                   Year Ended      Year Ended     Year Ended
                                  July 31, 1999  August 1, 1998  August 2, 1997
                                   High    Low     High    Low    High     Low
                                   ----    ---     ----    ---    ----     ---

    First Quarter                 10      6 7/8  10 7/16  9 13/16  10      7 3/4
    Second Quarter                11 3/4  9 3/8  10 3/16 10        10      7 3/8
    Third Quarter                 10 3/8  7 5/8  12 7/8  12 1/16    9 5/8  7
    Fourth Quarter                10 3/8  8 1/8   9 7/8   9 1/2    101/4   7 1/4

The stock  prices for the year ended  August 2, 1997 have been  restated to give
retroactive effect to a 3% stock dividend declared in November 1996.

The number of holders of record of the Company's  common stock $.10 par value as
of July 31, 1999 was 1,025.

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



                                        8

<PAGE>
ITEM 6.         SELECTED CONSOLIDATED FINANCIAL DATA

The selected statements of income data presented for the fiscal years ended July
31,  1999,  August 1, 1998 and August 2, 1997 and the  balance  sheet data as of
July 31, 1999 and August 1, 1998,  have been derived from the audited  financial
statements  included  elsewhere in this Annual Report on Form 10-K. The selected
statements of income data for the fiscal years ended August 3, 1996 and July 29,
1995 and the  balance  sheet data as of August 2, 1997,  August 3, 1996 and July
29, 1995 have been  derived  from  audited  financial  statements  not  included
herein. This selected consolidated  financial data should be read in conjunction
with the  Company's  Consolidated  Financial  Statements  and Notes  thereto and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" appearing elsewhere herein.

DEL GLOBAL TECHNOLOGIES CORP.  AND SUBSIDIARIES
<TABLE>
<CAPTION>
                                                                      Fiscal Year Ended
                                          --------------------------------------------------------------------------
                                             July 31,      August 1,       August 2,       August 3,       July 29,
INCOME STATEMENT DATA:                       1999(b)        1998(b)         1997(b)         1996(b)          1995
                                          ------------   ------------    ------------    ------------   ------------
<S>                                       <C>            <C>             <C>             <C>            <C>
Net sales                                 $ 68,020,978   $ 62,304,878    $ 54,685,289    $ 43,745,454   $ 32,596,312

Cost and expenses:
   Cost of sales                            40,476,778     36,908,317      32,854,825      27,355,262     19,177,999
   Research and development                  6,484,784      5,863,343       4,548,487       3,429,331      2,861,844
   Selling, general and
     administrative                         11,335,653     11,273,059      10,193,244       7,503,689      6,622,690
   Interest expense (income) - net             150,026       (167,926)        (54,470)      1,148,639      1,191,142
                                          ------------   ------------    ------------    ------------   ------------
                                            58,447,241     53,876,793      47,542,086      39,436,921     29,853,675
                                          ------------   ------------    ------------    ------------   ------------
Income before provision
   for income taxes                          9,573,737      8,428,085       7,143,203       4,308,533      2,742,637

Provision for income taxes                   2,902,137      2,639,497       2,231,649       1,393,111        837,428
                                          ------------   ------------    ------------    ------------   ------------
Net income                                $  6,671,600   $  5,788,588    $  4,911,554    $  2,915,422   $  1,905,209
                                          ============   ============    ============    ============   ============

  Basic earnings per share                $        .87   $        .77    $        .66    $        .59   $        .43
                                          ============   ============    ============    ============   ============

  Diluted earnings per share              $        .82   $        .71    $        .61    $        .48   $        .35
                                          ============   ============    ============    ============   ============
  Number of shares used in computation
     of basic earnings per share (a)(c)      7,683,616      7,518,945       7,399,575       4,936,938      4,449,952
                                          ============   ============    ============    ============   ============
  Number of shares used in computation
     of diluted earnings per share (a)(c)    8,164,319      8,206,121       8,070,199       6,112,248      5,374,066
                                          ============   ============    ============    ============   ============

                                                                            As of
                                          --------------------------------------------------------------------------
                                             July 31,      August 1,       August 2,      August 3,        July 29,
BALANCE SHEET DATA:                          1999(b)        1998(b)         1997(b)        1996(b)           1995
                                             --------      ---------       ---------      ---------        --------

  Working capital                         $ 47,750,014   $ 41,747,326    $ 37,007,412    $ 32,552,295   $ 20,648,281
                                          ============   ============    ============    ============   ============

  Total assets                            $ 84,103,957   $ 72,356,627    $ 64,129,810    $ 57,729,752   $ 39,054,634
                                          ============   ============    ============    ============   ============

  Long-term debt                          $  1,832,287   $    240,273    $    411,127    $    499,852   $ 11,902,951
                                          ============   ============    ============    ============   ============

  Shareholders' equity                    $ 66,350,704   $ 59,455,804    $ 52,530,230    $ 47,069,528   $ 19,525,073
                                          ============   ============    ============    ============   ============

  Common shares outstanding (a) (c)          7,788,253      7,689,247       7,411,979       7,380,106      4,452,244
                                          ============   ============    ============    ============   ============
</TABLE>
        (a) Net income per common share and common share  equivalents  have been
        restated to give effect to stock  dividends in fiscal  years 1997,  1996
        and 1995. See Note 1 of Notes to the Consolidated  Financial  Statements
        for computation of earnings per share.

        (b) The fiscal years ended July 31,  1999,  August 1, 1998 and August 2,
        1997 include the  operations of Gendex-Del  which was purchased on March
        6, 1996.

        (c) Common shares  outstanding for 1999,  1998,  1997, 1996 and 1995 are
        reduced by  490,393,  299,746,  104,255,  58,255,  and 55,165  shares of
        treasury stock, respectively.
                                        9
<PAGE>



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


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

Overview

                  The  Company's  net sales have  increased  as a result of both
internal growth and acquisitions. The Company has completed five acquisitions in
the past six 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; Gendex-Del (a designer
and manufacturer of medical imaging systems) in fiscal 1997, X-Ray Technologies,
Inc. (a designer and manufacturer of medical imaging systems) in fiscal 1998 and
Acoma  Medical  Imaging Inc. (a designer  and  manufacturer  of medical  imaging
systems)  in  fiscal  1999.   The  Company's  net  sales  have   increased  from
approximately  $32.6  million in fiscal 1995 to  approximately  $68.0 million in
fiscal 1999.

                  During the past five years the  Company  has grown  internally
and through  acquisitions into a company whose  predominant  business is serving
the medical imaging and diagnostic markets. The Company's net sales attributable
to medical imaging products have increased from  approximately  $14.4 million or
44.0% of total net sales in fiscal 1995 to approximately $43.9 million or 71% of
total net sales and  approximately  $49.2  million  or 72% of total net sales in
fiscal years 1998 and 1999, respectively.

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

General

                  The  following  discussion  and  analysis  examines  the major
factors  contributing  to the  Company's  financial  condition  and  results  of
operations for the three years ended July 31, 1999, August 1, 1998 and August 2,
1997. 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 into two segments:  Medical  Imaging Systems and Critical  Electronic
Subsystems.  The  Critical  Electronic  Subsystems  segment  includes  sales  of
critical electronic  subsystems for medical applications which are classified as
medical imaging  products,  but which are manufactured  within this segment,  of
approximately $11.4 million, $14.1 million and $13.2 million,  respectively, for
fiscal years ended July 31, 1999,  August 1, 1998 and August 2, 1997.  Aggregate
sales of medical products were  approximately  $49.2 million,  $43.9 million and
$35.6  million,  respectively,  for fiscal years ended July 31, 1999,  August 1,
1998 and August 2, 1997.

Results of Operations

Fiscal Years 1999, 1998 and 1997

                  Net  sales  for  the  Medical  Imaging  Systems  segment  were
approximately  $37.8  million for fiscal 1999  compared to  approximately  $30.0
million for fiscal 1998, an increase of 26.2%. Net sales for the Medical Imaging
Systems  segment for fiscal 1998 were  approximately  $30.0 million  compared to
approximately  $23.9  million  for fiscal  1997,  an  increase  of 25.4%.  These
increases in the Medical Imaging Systems sales in both years were due to the

                                       10

<PAGE>



acceleration of the outsourcing trend by major medical  equipment  companies and
increased demand for the Company's medical imaging systems.

                  Net sales for the Critical  Electronic  Subsystems segment for
fiscal 1999 were  approximately  $30.2 million compared to  approximately  $32.4
million for fiscal 1998,  a decrease of 6.5%.  The decrease of sales in Critical
Electronic  Subsystems  was due to a decrease in sales for  critical  electronic
subsystems used in semi-conductor  equipment  manufacturing and oil exploration.
Net sales for the Critical  Electronic  Subsystems  segment for fiscal 1998 were
approximately  $32.4 million compared to approximately  $30.8 million for fiscal
1997,  an  increase of 5.1%.  The  increase  was due to higher  sales of medical
subsystems.

                   Cost  of  sales  for  the  Medical  Imaging  Systems  segment
decreased to 67.1% of net sales in fiscal 1999 from 67.9% of net sales in fiscal
1998. Cost of sales for the Medical  Imaging Systems segment  decreased to 67.9%
of net sales in fiscal 1998 from 71.1% of net sales in fiscal  1997.  The fiscal
1999 and 1998  improvements  in margins  from fiscal 1997 are due to the reduced
manufacturing  costs from  efficiencies  implemented in this segment in both the
Gendex-Del  and Dynarad  subsidiaries  and to the transfer of  manufacturing  of
certain of the Dynarad medical imaging systems to Gendex-Del.

                   Cost of sales for the Critical Electronic  Subsystems segment
decreased to 50.0% of net sales in fiscal 1999 from 51.2% of net sales in fiscal
1998. Cost of sales for the Critical Electronic  Subsystems segment decreased to
51.2% of net sales in fiscal  1998 from 51.5% of net sales in fiscal  1997.  The
decreases in cost of sales as a percentage of net sales in fiscal years 1999 and
1998 were  primarily  due to  improved  operating  efficiencies  and a favorable
product mix.

                  Research and development costs for the Medical Imaging Systems
segment  increased  24.4% to  approximately  $3.1  million  in fiscal  1999 from
approximately  $2.5 million in fiscal 1998.  Research and development  costs for
the Medical  Imaging  Systems  segment  increased  79.9% to  approximately  $2.5
million in fiscal 1998 from  approximately  $1.4 million in fiscal  1997.  These
increases were due to new products being developed in this segment. Research and
development costs in the Critical  Electronic  Subsystems segment increased 0.6%
to approximately  $3.4 million in fiscal 1999 from approximately $3.4 million in
fiscal  1998.   Research  and  development  costs  in  the  Critical  Electronic
Subsystems  segment increased 6.9% to approximately  $3.4 million in fiscal 1998
from approximately $3.2 million in fiscal 1997.

                   Selling, general and administrative expenses, as a percentage
of sales,  in the Medical  Imaging  Systems  segment,  were  approximately  $5.3
million or 14.0% of net sales in fiscal 1999 as compared to  approximately  $5.0
million  or  16.8%  of  net  sales  in  fiscal   1998.   Selling,   general  and
administrative  expenses,  as a  percentage  of sales,  in the  Medical  Imaging
Systems segment, were approximately $5.0 million or 16.8% of net sales in fiscal
1998 as compared to  approximately  $4.3 million or 18.1% of net sales in fiscal
1997.  These  decreases  in selling,  general and  administrative  expenses as a
percentage  of net sales were  primarily  due to increased  sales of  outsourced
medical imaging systems without a proportional increase in selling,  general and
administrative  expenses.  Selling expenses of these outsourced  medical imaging
systems are borne by the major medical imaging  manufacturing  customers and not
the  Company.  Selling,  general and  administrative  expenses  for the Critical
Electronic  Subsystems  segment were  approximately $6.1 million or 20.0% of net
sales in fiscal 1999 as compared to  approximately  $6.3 million or 19.3% of net
sales in fiscal  1998.  Selling,  general and  administrative  expenses  for the
Critical Electronic  Subsystems segment were approximately $6.3 million or 19.3%
of net sales in fiscal 1998 as compared to  approximately  $5.9 million or 19.0%
of net sales in  fiscal  1997.  These  increases  were due to  higher  levels of
advertising and trade show attendance.

                  Interest  expense for fiscal 1999 was  approximately  $213,000
compared  to   approximately   $130,000  for  fiscal  1998.  This  increase  was
principally due to the utilization of the Company's  acquisition  line of credit
and other notes payable to Acoma Medical  Imaging Inc. to acquire certain of its
assets.  Interest expense for fiscal 1998 was approximately $130,000 compared to
approximately  $239,000  for fiscal  1997.  Interest  expense  for  fiscal  1997
included the amortization of the Company's  interest rate protection  agreements
of approximately  $43,000 and  approximately  $76,000 of bank commitment fees on
unused balances.

                   Interest  income was  approximately  $63,000  for fiscal 1999
compared to approximately  $298,000 for fiscal 1998 and  approximately  $293,000
for fiscal  1997.  The  decrease in interest  income for fiscal 1999  reflects a
lower amount of average short-term investments in fiscal 1999.

                                       11

<PAGE>



                  Income tax  expense  decreased  to 30.3% of pre-tax  income in
fiscal 1999 from 31.3% of pre-tax  income in fiscal 1998,  primarily  due to the
tax savings from the increase in foreign sales and research and  development tax
credits.  Income tax expense increased to 31.3% of pre-tax income in fiscal 1998
from  31.2% of pre-tax  income in fiscal  1997,  primarily  due to the effect of
lower research and development  tax credits  available in fiscal 1997 due to the
timing of the  reinstatement  of this tax credit.  Fiscal 1997 includes only one
month of this tax credit as compared to fiscal 1998 and fiscal 1999,  which have
full years of this tax credit.

                  Net income for fiscal 1999 was approximately $6.7 million,  an
increase of approximately  15.3% from approximately $5.8 million in fiscal 1998.
Net income for fiscal  1998 was  approximately  $5.8  million,  an  increase  of
approximately  17.9%  from  approximately  $4.9  million in fiscal  1997.  Basic
earnings  per share for fiscal  1999 were $.87,  an  increase  of $.10 per share
which  represents  a 13.0%  increase  from basic  earnings  per share of $.77 in
fiscal 1998.  Diluted  earnings per share for fiscal 1999 were $.82, an increase
of $.11 per share which  represents a 15.5%  increase from diluted  earnings per
share of $.71 in fiscal  1998.  Basic  earnings  per share for fiscal  1998 were
$.77,  an increase of $.11 per share which  represents  an 16.7%  increase  from
basic earnings per share of $.66 in fiscal 1997.  Diluted earnings per share for
fiscal 1998 were $.71,  an increase of $.10 per share which  represents  a 16.4%
increase from diluted  earnings per share of $.61 in fiscal 1997.  The number of
outstanding  shares and common share equivalents were  approximately 8.2 million
shares in fiscal 1999 and in fiscal 1998.  Shares issued due to stock option and
warrant  exercises were offset by shares  repurchased  under the Company's stock
buy-back program.  The number of outstanding shares and common share equivalents
increased from  approximately 8.1 million shares in fiscal 1997 to approximately
8.2 million  shares in fiscal 1998 or 1.7%,  primarily  due to stock  option and
warrant exercises. The increases in net income and earnings per share for fiscal
1999 as compared  to fiscal  1998 and fiscal  1997 were due to higher  sales and
improved operating efficiencies.

Analysis of Financial Condition

Liquidity  and Capital  Resources.  The Company  has funded its  operations  and
acquisitions through a combination of cash flow from operations,  bank borrowing
and the issuance of common stock. Cash flows from operations were  approximately
$1.0 million,  $1.9 million and $3.2 million for the fiscal years ended July 31,
1999,  August 1, 1998 and August 2,  1997,  respectively.  At July 31,  1999 the
Company had a current ratio of approximately 4.48 to 1.0 and the availability of
approximately $21.3 million of bank borrowings under its lines of credit.

Working  Capital and Cash.  At July 31, 1999 and August 1, 1998,  the  Company's
working capital was approximately $47.8 million and $41.7 million, respectively.
At  such  dates  the  Company  had  approximately  $321,000  and  $3.4  million,
respectively,  in cash and cash  equivalents.  The  decrease  in cash  resources
reflects tighter management of cash resources,  the effect of shares repurchased
under  the  Company's  stock  buy-back  program  and  capital  expenditures  for
manufacturing equipment to improve operating  efficiencies,  a new manufacturing
and  accounting  system and the upgrade of computer  equipment.  The Company has
utilized only a small portion of its  $14,000,000  Revolving Line of Credit with
its bank during fiscal 1999.

                  Trade  receivables  at July 31, 1999  increased  approximately
$1.3 million as compared to August 1, 1998. Trade  receivables at August 1, 1998
increased  approximately  $3.1  million as  compared  to August 2,  1997.  These
increases are primarily due to the increases in sales.

                  Cost  and   estimated   earnings  in  excess  of  billings  on
uncompleted  contracts at July 31, 1999 increased  approximately $3.1 million as
compared to August 1, 1998. Cost and estimated earnings in excess of billings on
uncompleted contracts at August 1, 1998 increased  approximately $1.4 million as
compared to August 2, 1997.  These  increases  are due to  additional  contracts
being accounted for under the percentage of completion method of accounting.

                  Inventory  at July 31, 1999  increased by  approximately  $7.4
million as compared to August 1, 1998,  primarily  due to the  expansion  of the
Gendex-Del  Medical Imaging  operation and the acquisition of selected assets of
Acoma Medical Imaging Inc.  Inventory at August 1, 1998 increased  approximately
$4.5  million as  compared to August 2, 1997,  primarily  at  Gendex-Del  due to
increased sales levels.

                  Prepaid   expenses   and  other   current   assets   decreased
approximately  $143,000 at July 31,  1999 as  compared  to August 1, 1998.  This
decrease was primarily  attributable to the deferred tax effects of the increase
in  contracts  accounted  for  under  the  percentage  of  completion  method of
accounting. Prepaid expenses and other current

                                       12

<PAGE>



assets decreased  approximately $450,000 at August 1, 1998 as compared to August
2, 1997. This decrease was primarily attributable to the deferred tax effects of
self-funding  health insurance and the increase in contracts accounted for under
the percentage of completion method of accounting.

                  Fixed assets increased  approximately $3.7 million at July 31,
1999 from August 1, 1998 and increased  approximately  $3.0 million at August 1,
1998  from  August  2,  1997.  These  increases  are  primarily  due to  capital
expenditures for manufacturing  equipment to improve operating  efficiencies,  a
new manufacturing and accounting system and the upgrade of computer equipment.

                  Goodwill  increased  approximately  $428,000  at July 31, 1999
from August 1, 1998.  The  increase is  principally  due to the  acquisition  of
certain assets of Acoma Medical Imaging Inc. of approximately $507,000 offset by
amortization.  Goodwill increased  approximately $674,000 at August 1, 1998 from
August 2, 1997.  The increase was due to the  acquisition  of certain  assets of
X-Ray  Technologies,  Inc. of  approximately  $883,000 offset by amortization of
approximately $209,000.

                  Accounts payable - trade increased by  approximately  $892,000
at July 31, 1999 as compared to August 1, 1998 and  increased  by  approximately
$1.5  million at August 1, 1998 as compared to August 2, 1997.  These  increases
are  attributable  to higher  levels of inventory  required for higher levels of
sales for fiscal 1999 and 1998 shipments, respectively.

                  Deferred  compensation  liability  increased by  approximately
$288,000  at July 31,  1999 as  compared  to August 1,  1998.  $125,000  of this
increase  relates to the fiscal 1999  funding of deferred  compensation  for the
Company's President's deferred compensation.  In connection with the acquisition
of X-Tek,  the Company  has a deferred  compensation  agreement  with the former
President of X-Ray  Technologies  Inc,  which resulted in fiscal 1999 funding of
approximately   $41,000.   Two  additional   key  employees   elected  to  defer
compensation of approximately  $110,000.  The balance of  approximately  $12,000
relates  to  recognized  and  unrealized  gains on the  underlying  investments.
Deferred compensation liability increased by approximately $190,000 at August 1,
1998 as compared to August 2, 1997.  Of this increase, $125,000  relates  to the
fiscal 1998 funding of deferred  compensation and approximately  $65,000 relates
to  recognized  and  unrealized  gains  on the  underlying  investments  for the
President's  deferred  compensation.  Gains and  losses,  either  recognized  or
unrealized, inure to the individual employee's benefit or detriment.

Credit  Facility  and  Borrowing.  On  March 5,  1996,  in  connection  with the
acquisition of Gendex,  the Company and its lending bank entered into an Amended
and Restated Credit  Agreement  wherein the bank increased the Company's line of
credit to $24.0 million, consisting of a five-year $10.0 million term loan and a
four-year  revolving  line of credit of $14.0  million.  On August 2, 1996,  the
Company and its lending  bank  amended  their  Credit  Agreement  to allow for a
five-year  $10.0 million  acquisition  credit line to replace the five-year term
loan. At July 31, 1999, the Company had  approximately  $12.8 million  available
under  its  revolving  line  of  credit,   after  deducting  letters  of  credit
outstanding of approximately  $138,000 and approximately  $8.6 million available
under its acquisition credit line. On July 31, 1998, the Company and its lending
bank further  amended  their  Credit  Agreement  to allow for  additional  stock
repurchases in an amount of $2,000,000 for fiscal 1998 and 80% of net income for
future years.

Capital  Expenditures.  The Company  continues  to invest in capital  equipment,
principally  for  its  manufacturing   operations,   in  order  to  improve  its
manufacturing  capabilities and capacity. The Company has expended approximately
$3.7 million, $2.9 million and $2.7 million, respectively, for capital equipment
expenditures in fiscal years 1999, 1998 and 1997, respectively.


Shareholders'  Equity.  Shareholders'  equity increased to  approximately  $66.4
million at July 31,  1999 from  approximately  $59.5  million at August 1, 1998,
primarily  due to the results of  operations.  Additionally,  during fiscal 1999
approximately  283,000 stock options and warrants were exercised,  with proceeds
of approximately $743,000 and approximately 156,000  shares of common stock were
repurchased at a cost of approximately $1.3 million.

Year 2000.  The Company has  initiated a  company-wide  program and  developed a
formal plan to identify,  evaluate and implement  changes to products,  computer
systems,  applications and infrastructure  necessary to achieve a year 2000 date
conversion  with no effect on customers or  disruption  to business  operations.
These actions are necessary to ensure that all systems and business applications
will recognize and process the year 2000 and beyond.

                                       13

<PAGE>



The  Company  uses  purchased  software  programs  for a variety  of  functions,
including   drafting   and  design,   general   accounting   and   manufacturing
applications.  Currently,  all of the Company's products and software for design
and drafting applications are fully compliant. The Company's systems for general
accounting and manufacturing have been evaluated and steps to achieve compliance
have been implemented and are expected to be fully compliant.  At this time, the
Company  believes that it does not have any internal  mission critical year 2000
issues that it cannot remedy.

As part of the year  2000  readiness  process,  significant  customers,  service
providers,  vendors and  suppliers  who are  believed to be critical to business
operations  after January 1, 2000 have been identified and steps have been taken
to ascertain their stage of readiness.  All mission  critical third parties have
indicated that they are or will be year 2000 compliant. The Company has surveyed
them primarily through written correspondence.  Despite its efforts to ascertain
the readiness of its  customers,  suppliers and service  providers,  the Company
cannot be certain as to the actual year 2000 readiness of these third parties or
the impact  their  non-compliance  may have on the  Company's  future  financial
position, the results of its operations or its cash flows.

With respect to the  Company's  internal year 2000  compliance,  the Company has
incurred  internal  staff costs,  as well as consulting  and other  expenses and
believes  that the  total  costs to be  incurred  for all year  2000  compliance
related  projects  did  not  have a  material  effect  on the  Company's  future
financial position, results of its operations or its cash flows.

Effects of New Accounting Pronouncements

Disclosures about Derivative  Instruments and Hedging Activities.  In June 1998,
the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities."  SFAS No. 133  establishes  accounting and reporting  standards for
derivative instruments and hedging activities. SFAS No. 133 is effective for all
fiscal years beginning  after December 15, 1999.  Management does not anticipate
that this statement will have any effect on the Company's consolidated financial
statements.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

             Not applicable.

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



                                       14

<PAGE>



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

            Name                   Age             Position
            ----                   ---             --------

Leonard A. Trugman (1)..............61   Chairman of the Board, Chief
                                         Executive Officer and President

David Engel.........................50   President Del Medical Systems Group

Louis J. Farin, Sr..................56   Vice President and General Manager
                                         of Del Power Conversion Division

Paul J. Liesman.....................38   Vice President and President of
                                         Bertan High Voltage Corp.

Seymour Rubin.......................69   Vice President and President of RFI
                                         Corporation, Director

Michael H. Taber....................54   Chief Financial Officer, Vice President
                                         of Finance and Secretary

Natan V. Bertman  (1)(2)............70   Director


David Michael (1)(2)(3).............62   Director


James Tiernan (3)...................75   Director

Roger Winston.......................60   Director

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

            The officers of the Company,  with the exception of Mr. Trugman, are
elected or  appointed by the Board of Directors to hold office until the meeting
of the Board of Directors  following  the next annual  meeting of  shareholders.
Subject to the right of the Company to remove officers  pursuant to its By-Laws,
officers serve until their successors are chosen and have qualified. Mr. Trugman
holds his position pursuant to an employment agreement which expires on July 31,
2005.

            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  became  President  of Del  Medical  Systems  Group  on
September 1, 1998. Mr. Engel was Executive  Vice  President and Chief  Financial
Officer  from January 1996 through  August 1998.  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.


                                       15

<PAGE>



            Paul J. Liesman has been Vice President since May 1996 and was named
President of Bertan High Voltage Corp. in January 1999. From May 1996 to January
1999 he was Vice President and General Manager of Bertan High Voltage Corp. 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.

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

            Michael H. Taber became Chief Financial  Officer,  Vice President of
Finance and  Secretary  on September  1, 1998.  Mr.  Taber was Vice  President -
Finance, Secretary and Chief Accounting Officer of the Company from January 1996
through  August 1998.  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,  a
Bachelor of Science degree in Mechanical  Engineering and is a Certified  Public
Accountant.

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

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

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

            Roger Winston has served as a director  since February 1999. He is a
founder and managing  director of Swarthmore  Associates,  LLC from June 1996 to
present. Mr. Winston was managing director of Hill Thompson Capital Markets from
1992 to May 1996.

            Dr.  Raymond  Kaufman,  the former  Chairman and  Co-founder  of the
Company,  resigned  from the  Company's  Board in April  1997.  At such time Dr.
Kaufman was named  Director  Emeritus of the  Company.  He holds a Doctorate  in
Physics.

       Section 16(a) Beneficial Ownership Reporting Compliance

                  Section  16(a) of the  Exchange  Act  requires  the  Company's
directors, executive officers and persons holding more than 10% of the Company's
outstanding common stock to file with the Securities and Exchange Commission and
the Nasdaq Stock Market  initial  reports of ownership,  or changes in ownership
and annual  reports of ownership of common stock and other equity  securities of
the Company.  Specific due dates for these reports have been established and the
Company  is  required  to report  any  failure to file by these due dates in the
fiscal year ended July 31, 1999.  Based solely upon review of the copies of such
reports furnished to the Company or written representations that no reports were
required,  the Company  believes that during  fiscal 1999 all of its  directors,
executive   officers  and  persons  holding  more  than  10%  of  the  Company's
outstanding common stock are in full compliance with the requirements of Section
16(a).





                                       16

<PAGE>



ITEM 11.          EXECUTIVE COMPENSATION

       The following table sets forth, for the three fiscal years ended July 31,
       1999,  certain  compensation  information  with respect to the  Company's
       Chief  Executive   Officer  and  each  of  the  four  other  most  highly
       compensated  executive  officers,  based upon salary and bonus  earned by
       such executive officers in the fiscal year ended July 31, 1999.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                           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      1999     335,024     605,437(2)   1,682,137(3)          --         50,000      17,949
  Chairman, CEO         1998     319,070     552,739(2)   1,361,858(3)          --         75,000      15,440
  and President         1997     303,876     488,541(2)        --               --           --        20,513

Seymour Rubin           1999     235,000      70,550           --               --          5,000       3,438
  Vice President        1998     230,000      78,500           --               --          5,000       8,514
  and President of      1997     225,000      50,000           --               --          5,150      14,124
  RFI Corporation

David Engel             1999     150,000      90,000           --               --         20,000       1,975
   President of Del     1998     135,000     107,148         68,856(3)          --         15,000       2,062
   Medical Systems      1997     125,000      44,535           --               --          7,725       2,062

Michael H. Taber        1999     125,000      30,000         21,978(3)          --         15,000      13,521
   CFO, V.P. Finance,   1998     110,000      20,000         32,691(3)          --          5,000      12,407
   and Secretary        1997     104,000      15,500         62,821(3)          --          5,150       9,655

Paul J. Liesman         1999     105,000      40,000         10,413(3)          --          5,000       1,111
  Vice President and    1998      95,000      20,000           --               --          5,000       1,111
  President of Bertan   1997      90,000       6,250           --               --          5,000         944
      High Voltage Corp.
</TABLE>
(1) Includes insurance premiums where families of the officers are beneficiaries
and automobile  expense  allowances.  (2) Includes deferred  compensation in the
amount of $125,000 for each of 1999, 1998 and 1997 fiscal years, respectively.
(3) Earnings related to exercise of nonqualified stock options.












                                       17

<PAGE>
                   STOCK OPTION GRANTS IN 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,  based upon  salary  and bonus  earned by such
executive officers in the fiscal year ended July 31, 1999.

<TABLE>
                                 Individual Grants(1)                                                    Potential Realizable
----------------------------------------------------------------------------------------------             Value at Assumed
                          Number of       Percent of Total                                               Annual Rates of Stock
                          Securities           Options                                                    Price Appreciation
                          Underlying         Granted to          Exercise                                   For Option Term
                          ----------         ----------          --------                             -----------------------------
                           Options            Employees            Price            Expiration
       Name              Granted (#)       In Fiscal Year         ($)(Sh)              Date           5% ($) (1)        10% ($) (1)
-------------------      -----------       --------------         -------             ------          ----------        -----------
<S>                         <C>                  <C>               <C>               <C>               <C>              <C>
Leonard A. Trugman          50,000               24%               $7.00             10/09/13          $377,625         $1,112,037
Seymour Rubin                5,000                2%               $7.00             10/09/13          $ 37,762         $  111,204
David Engel                 20,000                9%               $7.00             10/09/13          $151,050         $  444,815
Michael H. Taber            15,000                7%               $7.00             10/09/13          $113,287         $  333,611
Paul J. Liesman              5,000                2%               $7.00             10/09/13          $ 37,762         $  111,204
----------------------
</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,  based upon  salary  and bonus  earned by such
executive officers in the fiscal year ended July 31, 1999.


<TABLE>
<CAPTION>
                                                                                      Value of Unexercised
                          Shares                          Number of Unexercised      In-the-Money Options at
                        Acquired on      Value         Options at Fiscal Year-End    Fiscal Year-End n($)(2)
      Name              Exercise(#)  Realized($)(1)     Exercisable/Unexercisable   Exercisable/Unexercisable
------------------      -----------  --------------     -------------------------   -------------------------
<S>                       <C>          <C>                   <C>     <C>               <C>        <C>
Leonard A. Trugman        160,214      $1,682,137            425,314/50,000            $2,101,190/$56,250
Seymour Rubin                --            --                 140,865/7,652            $  544,506/$10,783
David Engel                  --            --                 5,508/ 22,652            $   14,465/$27,658
Michael H. Taber            4,000      $   21,978                  0/16,990            $        0/$20,746
Paul J. Liesman             2,110      $   10,413               6,421/6,327            $    15,279/$8,206
----------------------
</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 July 31, 1999 ($8.125).

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

Employment Agreements

         Mr. Leonard A. 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,  September 1, 1994, April 29, 1998 and March 31, 1999 and ends
July 31, 2005,  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
$335,024 for the fiscal year ended July 31, 1999. His annual base salary for the
fiscal year August 1, 1999 through July 29, 2000 is  determined  by  multiplying
$335,024 by the greater of five percent or the  increase in the  Consumer  Price
Index as of July 31, 1999 over the

                                       18

<PAGE>



amount of such index as of August 1, 1998.  Mr.  Trugman  also  receives a bonus
each year equal to five (5%)  percent of the  Company's  pre-tax  net income for
such year.  Mr.  Trugman's  contract also  provides for a deferred  compensation
account  whereby the Company shall  deposit (a) $100,000  annually and (b) after
receipt of the  Company's  audited  financial  statements  with  respect to each
fiscal  year,  an amount  equal to the  lesser of (x)  $25,000  or (y) five (5%)
percent of the Company's  pre-tax net income for such fiscal year less $100,000.
Also included in Mr. Trugman's  agreement are certain benefits in the event of a
change of control.  Either upon  completion of the term of the agreement or upon
request at any time,  Mr.  Trugman may opt for a five year extension in the form
of  a  consulting  contract  at a  rate  specified  within  the  agreement.  The
employment   agreement   contains  standard   confidentiality   and  non-compete
provisions.

         Mr. Leonard  Michaels,  who joined the Company as of September 1, 1992,
with the  acquisition  of Dynarad  Corp.,  has an employment  agreement with the
Company  wherein he is employed as a technical  consultant  to the Company  from
April 1, 1997 until July 29, 2002. Upon execution of such employment  agreement,
Mr. Michaels  received a signing bonus of $250,000 in the fiscal year ended July
31, 1993.  During fiscal 1997, due to a reduction in job  responsibilities,  the
Company wrote off the unamortized  balance of such signing bonus, and the charge
to fiscal 1997 earnings was $158,854.  Under  provisions of the consulting phase
of the employment agreement,  Mr. Michaels' consulting fees for the fiscal years
ended July 31, 1999 and August 1, 1998 were $103,698 and $107,131, respectively.
In consideration of Mr. Michaels'  covenant  not-to-compete for ten years as set
forth in his employment agreement,  he received upon execution thereof a payment
of $257,400  during the fiscal year ended July 31, 1993, and during the ten year
term thereof, shall receive annual non-compete payments of $52,000.

         Mr. Howard Bertan, former President of Bertan High Voltage Corp., has a
non-compete  agreement  for a  period  of ten  years,  wherein  he will  receive
$500,000 payable in equal quarterly payments, which commenced June 1, 1997 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.

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

Stock Option Plans

Nonqualified Stock Option Plan

         The  Company's  Nonqualified  Stock Option Plan provides for a total of
3,124,293  shares of common stock  authorized to be granted under such plan. For
the year ended July 31,  1999,  options to purchase an  aggregate  of  1,479,717
shares were outstanding at an average exercise price of $5.03 per share,  having
a range of expiration  dates from  September  2000 to April 2014.  During fiscal
1999, the Company granted options to purchase  211,000 shares of common stock at
an  average  exercise  price of $7.19 per share.  During  fiscal  1999,  259,544
options were exercised and 33,985 options were canceled or expired.  At July 31,
1999,  286,943  shares were  available  for future  grant  under such plan.  The
Company's  Nonqualified  Stock Option Plan  provides for the grant of options to
its key employees,  directors and  consultants in order to give such employees a
greater  personal  interest in the success of the Company and an added incentive
to continue and advance in their employment.  The Company's  Nonqualified  Stock
Option  Plan  provides  for a fifteen  year  expiration  period for each  option
granted  thereunder  and allows for the  exercise  of options by delivery by the
optionee of  previously  owned common stock of the Company  having a fair market
value equal to the option price, or by a combination of cash and common stock.

                  As of October 30,  1999,  the  Company had granted  options to
purchase  1,001,974  shares to Leonard  A.  Trugman,  158,667  shares to Seymour
Rubin,  64,758  shares to David Engel,  51,218  shares to Michael H. Taber,  and
25,007  shares to Paul J.  Liesman  at an  average  exercise  price of $3.61 per
share. Mr. Trugman exercised 160,214 options,  Mr. Taber exercised 4,000 options
and Mr.  Liesman  exercised  2,110 options during the fiscal year ended July 31,
1999.



                                       19

<PAGE>



Stock Purchase Plan

Employee Stock Purchase Plan

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


                                              Fiscal       Fiscal       Fiscal
                                               Year         Year         Year
                                              Ended        Ended        Ended
         Officer                               1999         1998         1997
         -------                              -----        -----        -----
Leonard A. Trugman                               -           --         1,013
Seymour Rubin                                    -           --         1,299
David Engel                                      -           --           162
Michael H. Taber                                 -           14           168
Paul J. Liesman                                  -           --            94

Employee Benefit Plans

Defined Benefit Plan

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

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

                    Average Annual       Years of Credited Service
                 Covered Compensation          15 or more

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

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



                                       20

<PAGE>



401(k) Plan

         The Company has a 401(k) plan under which  employees may elect to defer
a portion of their annual compensation.  Merrill Lynch,  Pierce,  Fenner & Smith
Inc.  ("Merrill  Lynch") is the plan  administrator.  All employees with over 90
days of  service  and  over the age of 21 may  elect to defer  from 2% to 15% of
their  annual  salary.  The  modified  plan is  administered  by Merrill  Lynch.
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 August 2, 1997, the plan
was  submitted to the  Internal  Revenue  Service and a favorable  determination
letter was received.

         On February 1, 1986 the Company initiated a profit sharing plan as part
of the 401(k) plan which allows  substantially all of the Company's employees to
participate  in the  profits of the  Company,  regardless  of whether or not the
employee  elected to contribute to the 401(k) plan in any year. Since the profit
sharing plan is part of the 401(k) plan,  eligibility,  participation  and other
requirements are governed by the provisions of the 401(k) plan. Contributions to
the plan  are  determined  based  upon a  calculation  directly  related  to the
Company's sales volume and pre-tax profits. The Company's Compensation Committee
approved  $50,000,  $65,000 and $52,500  profit  sharing  contributions  for the
periods ended July 31, 1999, August 1, 1998 and August 2, 1997.


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 29, 1999 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 29, 1999 (1)             of Class
---------------------------           --------------------             --------

OFFICERS AND DIRECTORS

LEONARD A. TRUGMAN                          733,554 (2)                   8.9%
c/o Del Global Technologies Corp.
One Commerce Park
Valhalla, NY  10595

NATAN V. BERTMAN                            102,292 (3)                   1.3%
c/o Bertman & Levine
945 Manhattan Avenue
Brooklyn, NY 11222

DAVID MICHAEL                               158,130 (4)                   2.0%
c/o David Michael & Co., P.C.
Seven Penn Plaza
New York, NY  10001

SEYMOUR RUBIN                               173,122 (5)                   2.2%
c/o RFI Corporation
100 Pine Aire Drive
Bay Shore, NY  11706

JAMES TIERNAN                                 8,658 (6)                    *
c/o Del Global Technologies Corp.
One Commerce Park
Valhalla, NY 10595


                                       21

<PAGE>



ROGER WINSTON                                19,809                        *
c/o Swarthmore Associates, LLC
103 East 75th Street
New York, NY 10021

DAVID ENGEL                                  25,746 (7)                    *
c/o Del Global Technologies Corp.
One Commerce Park
Valhalla, NY 10595

LOUIS J. FARIN, SR.                          63,503 (8)                    *
c/o Del Global Technologies Corp.
One Commerce Park
Valhalla, NY 10595

PAUL J. LIESMAN                              16,354 (9)                    *
c/o Bertan High Voltage Corp.
121 New South Road
Hicksville, NY  11801

MICHAEL H. TABER                             11,233(10)                    *
c/o Del Global Technologies Corp.
One Commerce Park
Valhalla, NY 10595

All Officers and Directors                ---------
 (10) as a Group                          1,312,401(11)                  15.1%
                                          =========

OTHERS

MORGAN STANLEY ASSET MANAGEMENT, INC.       645,900                       8.3%
                                          =========
One Tower Bridge
Conshoken, PA  19428-2899

FIDELITY MANAGEMENT AND RESEARCH CO.        632,300                       8.1%
                                          =========
82 Devonshire Street
Boston, MA 02109-3614

DIMENSIONAL FUND ADVISORS                   612,479                       7.9%
                                          =========
1299 Ocean Avenue - 11th Floor
Santa Monica, CA 90401

CAPITAL TECHNOLOGY INC.                     407,300                       5.2%
                                          =========
PO Box 42428
Charlotte, NC 28247

*      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  29,
       1999.

 (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 403,007 shares,  options for which are presently exercisable
           or will become exercisable within 60 days of October 29, 1999.

 (3)       Includes 75,070 shares,  options for which are presently  exercisable
           or will become exercisable within 60 days of October 29, 1999.


                                       22

<PAGE>



 (4)       Includes 122,855 shares,  options for which are presently exercisable
           or will become exercisable within 60 days of October 29, 1999.

 (5)       Includes 151,129 shares,  options for which are presently exercisable
           or will become exercisable within 60 days of October 29, 1999.

 (6)       Includes 2,625 shares, options for which are presently exercisable or
           will become exercisable within 60 days of October 29, 1999.

 (7)       Includes 24,523 shares,  options for  which are presently exercisable
           or will become exercisable  within 60 days of October 29, 1999.

 (8)       Includes 54,376 shares,  options for  which are presently exercisable
           or will become exercisable within 60 days of October 29, 1999.

 (9)       Includes 15,360 shares, options for  which  are presently exercisable
           or will become exercisable within 60 days of October 29, 1999.

(10)       Includes 10,211 shares,  options for  which are presently exercisable
           or will become exercisable within 60 days of October 29, 1999.

(11)       Includes 859,156 shares,  options for which are presently exercisable
           or will become exercisable within 60 days of October 29, 1999.


ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           Under the Company's Stock Buy-Back Program, which was approved by the
Board of Directors,  the Company repurchased 38,500 shares of common stock owned
by Mr.  Leonard A.  Trugman at an average  fair market value of $9.37 per share.
The amounts  paid to Mr.  Trugman  were  associated  with the exercise of 85,214
shares of Del  Global  Technologies  Corp.  common  stock  under  the  Company's
Employee Stock Option Plan. Such funds were used to pay the payroll  withholding
taxes  due  relating  to  the  gains   realized   upon  the  exercise  of  these
non-qualified  stock  options.  During the fiscal  year,  Mr.  Trugman's  direct
holdings of Del Global  Technologies  Corp.  common  stock  increased  by 68,223
shares.
























                                       23

<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 July 31, 1999
                 and August 1, 1998                                      F2

              Consolidated  Statements of Income for the Fiscal
                 Years Ended July 31, 1999, August 1, 1998 and
                 August 2, 1997                                          F3

              Consolidated Statements of Shareholders' Equity
                 for the Fiscal Years Ended July 31, 1999,
                 August 1, 1998 and August 2, 1997                       F4

              Consolidated Statements of Cash Flows for the
                 Fiscal Years Ended July 31, 1999, August 1, 1998
                 and August 2, 1997                                    F5 - F6

              Notes to Consolidated Financial Statements for the
                 Fiscal Years Ended July 31, 1999, August 1, 1998
                 and August 2, 1997                                    F7 - F16

     2. Supplemental Financial Information

              Unaudited Selected Quarterly Financial Data                 F17

     3. Exhibits


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

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

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

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

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

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

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



                                       24

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

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

            4.2        Amendment to Warrant Agreement between
                       Del Electronics Corp. and Chase Manhattan
                       Investment Holdings, Inc., dated January 27, 1995  (6)

           *4.3        Second Amendment to Warrant Agreement between
                       Del Global Technologies Corp. and Chase Manhattan
                       Investment Holdings, L.P. dated December 4, 1998

            4.4        Warrant Agreement and Warrant Certificate
                       of The Chase Manhattan Bank, N.A.                  (7)

            4.5        Warrant Certificate of Porter, LeVay and Rose, Inc.(8)

            4.6        Warrant Certificate of Michael Porter              (9)

            4.7        Warrant Certificate of Jonathan Gordon            (10)

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

            4.9        Stock Purchase Plan                               (12)

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

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

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

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

          10.4         Amendment No. 3 to Amended and
                       Restated Employment Agreement of
                       Leonard A. Trugman                                (17)

         *10.5         Amendment No. 4 to Amended and
                       Restated Employment Agreement of
                       Leonard A. Trugman

          10.6         Amended and Restated Credit Agreement
                       dated as of March 6, 1996 among
                       Del Global Technologies Corp., RFI Corporation,
                       Dynarad Corp., Bertan High Voltage Corp.,
                       Del Medical Systems Corp. and The
                       Chase Manhattan Bank, N.A.                        (18)

                                       25

<PAGE>
          10.7         First Amendment to Amended and Restated
                       Credit Agreement dated as of August 2, 1996       (19)

          10.8         Second Amendment to Amended and Restated
                       Credit Agreement dated as of August 1, 1997       (20)

          10.9         Third Amendment to Amended and Restated
                       Credit Agreement dated as of July 31, 1998        (21)

          10.10        Lease Agreement dated April 7, 1992
                       between Messenger Realty and the Company          (22)

          10.11        Lease Agreement dated September 1, 1992
                       between Arleigh Construction and
                       Del Acquisition Corp.                             (23)

          10.12        Lease and Guaranty of Lease dated
                       May 25, 1994 between Leshow Enterprises
                       and Bertan High Voltage Corp.                     (24)

          10.13        Lease dated January 4, 1993 between
                       Curto Reynolds Oelerich Inc. and
                       Gendex-Del Medical Imaging Corp.                  (25)

          10.14        Consulting Agreement by and between
                       Del Acquisition Corp. and
                       Harvey Schechter                                  (26)

          10.15        Consulting Agreement by and between
                       Del Acquisition Corp. and
                       Mark Weiss                                        (27)

         *11           Computation of Earnings per Common
                       Share and Common Share Equivalents
                       for year ended July 31, 1999

         *21           Subsidiaries of Del Global Technologies Corp.

         *23.1         Consent of Deloitte & Touche LLP

         *27           Financial Data Schedule

* Filed herewith

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

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

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

     (4)            Filed as Exhibit 3.6 to Del Global Technologies Corp. Annual
                    Report  on Form 10-K for the year  ended  August 2, 1997 and
                    incorporated herein by reference.

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

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

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



                                       26

<PAGE>
     (8)            Filed as Exhibit  4.4 to the Del Global  Technologies  Corp.
                    Annual Report on Form 10-K for the year ended August 1, 1998
                    and incorporated herein by reference.

     (9)            Filed as Exhibit  4.5 to the Del Global  Technologies  Corp.
                    Annual Report on Form 10-K for the year ended August 1, 1998
                    and incorporated herein by reference.

     (10)           Filed as Exhibit  4.6 to the Del Global  Technologies  Corp.
                    Annual Report on Form 10-K for the year ended August 1, 1998
                    and incorporated herein by reference.

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

     (12)           Filed as Exhibit 4.9 to Del Electronics  Corp. Annual Report
                    on  Form  10-K  for  the  year  ended  July  29,   1989  and
                    incorporated herein by reference.

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

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

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

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

     (17)           Filed as Exhibit 10.4 to the Del Global  Technologies  Corp.
                    Annual Report on Form 10-K for the year ended August 1, 1998
                    and incorporated herein by reference.

     (18)           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.

     (19)           Filed as Exhibit 10.8 to the Del Global  Technologies  Corp.
                    Annual Report on Form 10-K for the year ended August 2, 1997
                    and incorporated herein by reference.

     (20)           Filed as Exhibit 10.8 to the Del Global  Technologies  Corp.
                    Annual Report on Form 10-K for the year ended August 2, 1997
                    and incorporated herein by reference.

     (21)           Filed as Exhibit 10.8 to the Del Global  Technologies  Corp.
                    Annual Report on Form 10-K for the year ended August 1, 1998
                    and incorporated herein by reference.

     (22)           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.

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

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

     (25)           Filed as Exhibit 10.21 to the Del Global  Technologies Corp.
                    Registration  Statement  on Form  S-2 (No.  333-2991)  dated
                    April 30, 1997 and incorporated herein by reference.

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

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


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

                                       27

<PAGE>



INDEPENDENT AUDITORS' REPORT


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

We have  audited  the  accompanying  consolidated  balance  sheets of Del Global
Technologies  Corp. and  subsidiaries as of July 31, 1999 and August 1, 1998 and
the related  consolidated  statements of income,  shareholders'  equity and cash
flows for each of the three  fiscal  years in the period  ended  July 31,  1999.
These 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  financial  statements  present  fairly,  in all material
respects,  the consolidated  financial position of Del Global Technologies Corp.
and  subsidiaries  at July 31,  1999 and  August  1,  1998 and the  consolidated
results of their  operations  and their cash flows for each of the three  fiscal
years in the period ended July 31, 1999, in conformity  with generally  accepted
accounting principles.





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

New York, New York
October 20, 1999









                                       F1

<PAGE>



DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


                                                   July 31,      August 1,
                                                     1999          1998
                                                 ------------   -----------
ASSETS

CURRENT ASSETS:

Cash and cash equivalents                        $    320,742   $ 3,401,697

Investments available-for-sale
  (Note 2)                                          1,292,852       913,125

Trade receivables (net of allowance
   for doubtful accounts of $204,242 at
 July 31, 1999 and $206,524
   at August 1, 1998)                              15,624,433    14,341,744

Cost and estimated earnings in
   excess of billings on uncompleted
   contracts (Note 3)                               6,402,532     3,306,673


Inventory (Note 4)                                 36,599,587    29,195,262

Prepaid expenses and other current
   assets                                           1,216,145     1,358,847
                                                 ------------  ------------
     Total current assets                          61,456,291    52,517,348
                                                 ------------  ------------


FIXED ASSETS - At cost (Note 5)                    22,948,062    19,229,901

Less accumulated depreciation and
   amortization                                     8,280,002     6,490,392
                                                 ------------  ------------
                                                   14,668,060    12,739,509


INTANGIBLES (net of accumulated
  amortization of $587,925 at
  July 31, 1999 and $413,557
  at August 1, 1998)                                  879,898       941,443


GOODWILL (net of accumulated
   amortization of $990,868 at July 31,
   1999 and $770,655 at August 1,
   1998) (Note 11)                                  5,236,965     4,809,255

DEFERRED CHARGES                                      264,464       387,044

OTHER ASSETS                                        1,598,279       962,028

                                                  -----------   -----------
TOTAL                                             $84,103,957   $72,356,627
                                                  ===========   ===========

See notes to consolidated financial statements.


                                                   July 31,      August 1,
                                                     1999          1998
                                                 ------------   -----------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Current portion of long-term debt (Note 6)       $   516,654    $   120,410

Accounts payable - trade                           6,295,586      5,403,403

Accrued liabilities                                4,468,521      3,938,623

Deferred compensation liability (Note 10)          1,201,065        913,046

Income taxes (Note 9)                              1,224,451        394,540
                                                 -----------    -----------
      Total current liabilities                   13,706,277     10,770,022


LONG-TERM LIABILITIES:

LONG-TERM DEBT (Less current
   portion included above) (Note 6)                1,832,287        240,273

OTHER (Note 10)                                      594,272        484,366

DEFERRED INCOME TAXES (Note 9)                     1,620,417      1,406,162
                                                 -----------    -----------
     Total liabilities                            17,753,253     12,900,823
                                                 -----------    -----------

COMMITMENTS AND
CONTINGENCIES (Notes 8 and 10)



SHAREHOLDERS' EQUITY (Notes 7 and 8):
  Common stock - $.10 par value;
   Authorized  -  20,000,000  shares;
   Issued and outstanding - 8,278,646
   shares at July 31, 1999 and
   7,988,993 at August 1, 1998                       827,866        798,898
  Additional paid-in capital                      50,798,502     49,124,456
  Retained earnings                               19,032,506     12,360,906
                                                 -----------    -----------
                                                  70,658,874     62,284,260

 Less common stock in treasury -
    490,393 shares at July 31, 1999 and
    299,746 shares at August 1, 1998               4,308,170      2,828,456
                                                 -----------    -----------

Total shareholders' equity                        66,350,704     59,455,804
                                                 -----------    -----------

TOTAL                                            $84,103,957    $72,356,627
                                                 ===========    ===========











                                       F2

<PAGE>



        DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF INCOME




<TABLE>
<CAPTION>
                                                      Fiscal Year Ended
                                         --------------------------------------------
                                           July 31,        August 1,       August 2,
                                             1999            1998            1997
                                         ------------    ------------    ------------

<S>                                      <C>             <C>             <C>
NET SALES (Notes 1 and 3)                $ 68,020,978    $ 62,304,878    $ 54,685,289
                                         ------------    ------------    ------------

COSTS AND EXPENSES:
  Cost of sales                            40,476,778      36,908,317      32,854,825
  Research and development                  6,484,784       5,863,343       4,548,487
  Selling, general and administrative      11,335,653      11,273,059      10,193,244
  Interest expense                            213,128         129,654         239,024
  Interest income                             (63,102)       (297,580)       (293,494)
                                         ------------    ------------    ------------

                                           58,447,241      53,876,793      47,542,086
                                         ------------    ------------    ------------

INCOME BEFORE PROVISION FOR
INCOME TAXES                                9,573,737       8,428,085       7,143,203


PROVISION FOR INCOME TAXES (Note 9)         2,902,137       2,639,497       2,231,649
                                         ------------    ------------    ------------

NET INCOME                               $  6,671,600    $  5,788,588    $  4,911,554
                                         ============    ============    ============

NET INCOME PER COMMON SHARE AND
 COMMON SHARE EQUIVALENTS (Note 1):
BASIC                                    $        .87    $        .77    $        .66
                                         ============    ============    ============

DILUTED                                  $        .82    $        .71    $        .61
                                         ============    ============    ============


WEIGHTED NUMBER OF COMMON
 SHARES OUTSTANDING                         7,683,616       7,518,945       7,399,575
                                         ============    ============    ============

WEIGHTED NUMBER OF COMMON
 SHARES AND COMMON SHARE
 EQUIVALENTS OUTSTANDING                    8,164,319       8,206,121       8,070,199
                                         ============    ============    ============
</TABLE>

See notes to consolidated financial statements.












                                       F3

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

<TABLE>
<CAPTION>
                                                                                    Additional
                               Common Stock Issued           Treasury Stock          Paid-in      Retained
                               Shares        Amount         Shares     Amount        Capital      Earnings         Total
                               ------        ------         ------     ------      -----------  -----------     -----------
<S>                          <C>        <C>                 <C>     <C>            <C>          <C>             <C>
BALANCE - August 3, 1996     7,223,406  $   722,340         58,255  $ (336,685)    $43,272,713  $ 3,411,160     $47,069,528

Stock dividend - 3%
November 1997 (Note 8)         215,301       21,528                                  1,724,075   (1,750,396)         (4,793)

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

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

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

Contribution to Profit
Sharing Plan (Note 7)            4,157          416                                     39,584                       40,000

Net Income                                                                                        4,911,554       4,911,554
                            ----------   ----------       --------   ---------     -----------  -----------     -----------
BALANCE - August 2, 1997     7,516,234      751,622        104,255    (703,227)     45,909,517    6,572,318      52,530,230

Exercise of stock options
and warrants (Note 8)          467,573       46,757         36,091    (268,047)      1,950,146                    1,728,856

Shares repurchased (Note 8)                                159,400  (1,857,182)                                  (1,857,182)

Tax benefit related to
exercise of stock options
& warrants (Note 8)                                                                  1,074,582                    1,074,582

Compensation cost of
warrants issued (Note 8)                                                               142,949                      142,949

Contribution to Profit
Sharing Plan (Note 7)            5,186          519                                     51,981                       52,500

Other                                                                                   (4,719)                      (4,719)

Net Income                                                                                        5,788,588       5,788,588
                            ----------   ----------       --------   ---------     -----------  -----------     -----------
BALANCE - August 1, 1998     7,988,993      798,898        299,746  (2,828,456)     49,124,456   12,360,906      59,455,804

Exercise of stock options
and warrants (Note 8)          282,810       28,284         34,356    (190,358)        904,857                      742,783

Shares repurchased (Note 8)                                156,291  (1,289,356)                                  (1,289,356)

Tax benefit related to
exercise of stock options
& warrants (Note 8)                                                                    681,839                      681,839

Compensation cost of
non-employee stock options
and warrants issued (Note 8)                                                            28,157                       28,157

Contribution to Profit
Sharing Plan (Note 7)            6,843          684                                     64,316                       65,000

Other                                                                                   (5,123)                      (5,123)

Net Income                                                                                        6,671,600       6,671,600
                            ----------   ----------       --------   ---------     -----------  -----------     -----------

BALANCE - July 31, 1999      8,278,646    $ 827,866        490,393 $(4,308,170)    $50,798,502  $19,032,506     $66,350,704
                            ==========    =========       ======== ===========     ===========  ===========     ===========
</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
                                                   -----------------------------------------
                                                     July 31,       August 1,     August 2,
                                                       1999           1998          1997
                                                   -----------    -----------    -----------
  CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>            <C>            <C>
    Net income                                     $ 6,671,600    $ 5,788,588    $ 4,911,554
    Adjustments to reconcile net income to
           net cash provided by operating
           activities net of effects from
           purchases of X-Tek and Acoma:
        Depreciation                                 1,789,610      1,402,833      1,038,960
        Amortization                                   771,754        695,655        772,148
        Imputed interest                                75,102         48,568         68,309
        Deferred income tax provision                  587,687        569,970        147,981
        Tax benefit from exercise of stock
            options and warrants                       681,839      1,074,582        458,023
        Amortization of stock-based compensation        28,157         99,444         43,505
    Changes in assets and liabilities:
        Increase in trade receivables               (1,282,689)    (3,130,387)    (1,990,029)
        Increase in cost and estimated
          earnings in excess of billings
          on uncompleted contracts                  (3,095,859)    (1,438,671)    (1,868,002)
        Increase in inventory                       (6,477,243)    (4,380,754)      (861,466)
        Increase in prepaid and
          other current assets                         (88,972)      (126,749)      (256,109)
        Increase in intangibles                       (112,824)          --             --
       (Increase) decrease in other assets            (596,141)         3,277        (10,535)
        Increase in accounts payable - trade           892,183      1,466,874        242,949
        Increase in accrued liabilities                113,561        110,701        130,959
        Increase in deferred compensation
          liability                                    247,219        190,480        177,090
        Increase (decrease) in income taxes
          payable                                      829,911       (474,410)       225,404
                                                   -----------    -----------    -----------

Net cash provided by operating activities            1,034,895      1,900,001      3,230,741
                                                   -----------    -----------    -----------

  CASH FLOWS FROM INVESTING ACTIVITIES:
    Net cash paid on acquisitions                     (692,307)    (1,103,377)       (15,000)
    Payments to former shareholders of
          subsidiary acquired                          (84,838)      (117,219)      (132,640)
    Expenditures for fixed assets                   (3,700,311)    (2,896,532)    (2,659,481)
    Investment in marketable securities               (338,927)      (190,559)      (177,090)
                                                   -----------    -----------    -----------

Net cash used in investing activities               (4,816,383)    (4,307,687)    (2,984,211)
                                                   -----------    -----------    -----------

  CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from (repayment of) bank
          borrowing                                  1,229,036       (178,443)       (80,804)
    Payment for repurchase of shares                (1,289,356)    (1,857,182)      (366,542)
    Proceeds from exercise of stock options
          & warrants                                   742,783      1,728,856        422,460
    Other                                               18,070         45,544         31,164
                                                   -----------    -----------    -----------

Net cash provided by (used in) financing
    activities                                         700,533       (261,225)         6,278
                                                   -----------    -----------    -----------

  NET (DECREASE) INCREASE IN CASH
    AND CASH EQUIVALENTS                           $(3,080,955)   $(2,668,911)   $   252,808

  CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR       3,401,697      6,070,608      5,817,800
                                                   -----------    -----------    -----------

  CASH AND CASH EQUIVALENTS, END OF YEAR           $   320,742    $ 3,401,697    $ 6,070,608
                                                   ===========    ===========    ===========
</TABLE>

See notes to consolidated financial statements.

                                       F5

<PAGE>



DEL GLOBAL TECHNOLOGIES  CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               Fiscal Year Ended
                                                   -----------------------------------------
                                                     July 31,       August 1,     August 2,
                                                       1999           1998          1997
                                                   -----------    -----------    -----------


  SUPPLEMENTAL DISCLOSURES OF CASH FLOW
    INFORMATION:

<S>                                                <C>            <C>            <C>
    Interest paid                                  $   111,765    $   127,980    $    86,679
                                                   ===========    ===========    ===========

    Income taxes paid                              $   796,764    $ 1,464,597    $ 1,400,240
                                                   ===========    ===========    ===========
</TABLE>















See notes to consolidated financial statements.











                                       F6

<PAGE>



DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED JULY 31, 1999, AUGUST 1, 1998, AND AUGUST 2, 1997

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.  Description of Business  Activities - Del Global Technologies Corp.
             ("Del") together with its wholly-owned  subsidiaries  (collectively
             the "Company"), is engaged in two major lines of business:  Medical
             Imaging  Systems and Critical  Electronic  Subsystems.  The Medical
             Imaging  Systems   Segment   designs,   manufactures   and  markets
             state-of-the-art,  cost-effective  medical  imaging and  diagnostic
             systems  consisting of  stationary  and portable  imaging  systems,
             radiographic/fluoroscopic   systems,   mammography  systems  and  a
             neo-natal  imaging  system.  The  Critical  Electronic   Subsystems
             Segment  designs,  manufactures and markets  proprietary  precision
             power  conversion and noise  suppression  subsystems for medical as
             well as critical industrial applications.

         b.  Principles of Consolidation - The consolidated financial statements
             include the accounts of Del and its wholly-owned subsidiaries.  All
             material   intercompany   accounts  and   transactions   have  been
             eliminated.

         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  Equivalents  - The
             Company  presents net income per share  information  in  accordance
             with  Statement of Financial  Accounting  Standard  "SFAS" No. 128,
             "Earnings  Per Share."  Basic and diluted  earnings  per share have
             been  restated  for the fiscal year ended August 2, 1997 to reflect
             the adoption of SFAS No. 128.

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

         k.  Cash  and  Cash  Equivalents  - The  Company  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 - Investments are classified as available-for-sale  are
             measured  at  fair  value.  Some  of  the  investments,  which  are
             classified  as  available-for-sale,   are  used  to  fund  deferred
             compensation  plans  established  for certain of the  Company's key
             employees. Gains and losses on these investments, either recognized
             or

                                       F7

<PAGE>
             unrealized,  inure to the benefit or  detriment  of the  individual
             employee's deferred compensation. Realized and unrealized gains and
             losses  on  investments  held for the  Company's  account  were not
             material and are recorded in the financial statements.

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

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

        o.   Stock-Based Compensation - SFAS No. 123 "Accounting for Stock-Based
             Compensation,"  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 are
             required  to  disclose in a note to the  financial  statements  pro
             forma net  income,  and per share  amounts  as if the  company  had
             applied the new method of  accounting.  SFAS No. 123 also  requires
             increased disclosures for stock-based  arrangements,  regardless of
             the  method  chosen,  to measure  and  recognize  compensation  for
             employee  stock-based  arrangements.  The  Company  has  elected to
             continue to account for such  transactions  under APB No. 25 and is
             disclosing the required pro forma effect on net income and earnings
             per share (Note 8).

        p.   Effects of Recently Issued Accounting Standards - Disclosures about
             Derivative  Instruments and Hedging  Activities.  In June 1998, the
             FASB issued SFAS No. 133,  "Accounting  for Derivative  Instruments
             and Hedging  Activities."  SFAS No. 133 establishes  accounting and
             reporting   standards  for  derivative   instruments   and  hedging
             activities.  SFAS  No.  133  is  effective  for  all  fiscal  years
             beginning  after December 15, 1999.  Management does not anticipate
             that  this   statement  will  have  any  effect  on  the  Company's
             consolidated financial statements.

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

2.    INVESTMENTS AND DEFERRED COMPENSATION

      At July 31,  1999,  investments  consisted  of  corporate  debt and equity
      securities  classified  as  available-for-sale  and are  recorded  at fair
      market value.

      The cost and fair value of investments classified as available-for-sale at
      July 31, 1999, based on maturity dates, are as follows:

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

      Corporate debt securities  2000-2004   $   647,660  $   659,237 $ 11,577

      Equity securities                          605,909      633,615   27,706
                                             -----------  ----------- --------
      Total                                  $ 1,253,569  $ 1,292,852 $ 39,283
                                             ===========  =========== ========


      At July 31, 1999 and August 1, 1998, the Company's  investments  consisted
      of $1,201,065, and $913,046,  respectively,  for the deferred compensation
      of its President and certain key executives. At July 31, 1999 $213,411 was
      classified as cash and $987,654 was recorded as investments.  At August 1,
      1998,  $24,841  was  classified  as cash  and  $888,205  was  recorded  as
      investments. The liability of $1,201,065 and $913,046,  respectively,  was
      recorded as a deferred  compensation  liability.  Gains and losses, either
      recognized  or  unrealized,  inure  to the  benefit  or  detriment  of the
      President's or key executive's individual deferred compensation.

                                       F8

<PAGE>



3.    PERCENTAGE OF COMPLETION ACCOUNTING
                                                           Year         Year
                                                           Ended        Ended
                                                          July 31,     August 1,
                                                           1999         1998
                                                       -----------   -----------

      Costs incurred on uncompleted contracts          $15,012,158   $ 6,804,554

      Estimated earnings                                 9,329,220     4,178,103
                                                       -----------   -----------
                                                        24,341,378    10,982,657
      Less:  Billings to date                           17,938,846     7,675,984
                                                       -----------   -----------

      Costs and estimated earnings in excess
        of billings on uncompleted contracts           $ 6,402,532   $ 3,306,673
                                                       ===========   ===========

      The  backlog  of  unshipped   contracts  being  accounted  for  under  the
      percentage of completion method of accounting was approximately $7,434,000
      at July 31, 1999 and approximately $5,186,000 at August 1, 1998.

4.    INVENTORY

      Inventory consists of the following:
                                               July 31, 1999      August 1, 1998
                                               -------------      --------------

      Finished goods                            $ 5,414,095         $ 4,848,572
      Work-in-process                            14,814,766          11,333,936
      Raw materials and purchased parts          16,370,726          13,012,754
                                                -----------         -----------

                                                $36,599,587         $29,195,262
                                                ===========         ===========
5.    FIXED ASSETS

      Fixed assets consist of the following:
                                               July 31, 1999      August 1, 1998
                                               -------------      --------------

      Land                                      $   694,046         $   694,046
      Buildings                                   2,161,025           2,146,025
      Machinery and equipment                    15,967,619          13,261,534
      Furniture and fixtures                      1,914,396           1,484,310
      Leasehold improvements                      2,180,873           1,613,883
      Transportation equipment                       30,103              30,103
                                                -----------         -----------
                                                 22,948,062          19,229,901
      Less accumulated depreciation and
            amortization                          8,279,812           6,490,392
                                                -----------         -----------
      Net Fixed Assets                          $14,668,250         $12,739,509
                                                ===========         ===========

6.    DEBT

      Long-term debt is summarized as follows:

                                    July 31, 1999           August 1, 1998
                                 ----------------------  ----------------------
                                 Due Within  Due After   Due Within  Due After
                                  One Year    One Year    One Year    One Year
      Acquisition credit line    $  511,150  $  747,287  $  105,263  $  184,215
      Revolving line of credit         --     1,085,000        --        50,000
      Other Loans                     5,504        --        15,147       6,058
                                 ----------  ----------  ----------  ----------
                                 $  516,654  $1,832,287  $  120,410  $  240,273
                                 ==========  ==========  ==========  ==========\

                                       F9
<PAGE>

      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 $4,000,000.  At July 31,
      1999,  there were  outstanding  balances of $1,258,437 on the  acquisition
      credit line,  $1,085,000 on the revolving line of credit,  and $138,295 of
      letters  outstanding.  As of July 31, 1999, there was $8,550,000 available
      under the acquisition credit line and $12,777,000  available for borrowing
      under the  revolving  credit line.  The  acquisition  credit line is to be
      repaid in 7 equal  quarterly  installments of $179,777.  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  either tied to LIBOR or at a fixed rate based upon the prime rate.
      The Company  fixed its  interest  rate on the  acquisition  credit line at
      6.69% from January 26, 1998 until the loan matures on April 30, 2001.  The
      interest rate on the revolving line of credit is at prime,  which was 8.0%
      at July 31, 1999. 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 July 31,
      1999,  $25,000 is available  for such cash  dividends.  The Company was in
      compliance with its debt covenants at July 31, 1999.  Management  believes
      that its debt  obligations are stated at fair value,  because the interest
      rates on its credit lines are indexed with either the Prime Rate or LIBOR.

      The weighted  average  interest rate on the Company's  borrowing under its
      credit  facility was 6.77% and 7.17% for the years ended July 31, 1999 and
      August 1, 1998, respectively.

      Long-term debt matures as follows:

      Fiscal Year Ending
      ------------------
      2000 (included in current portion)     $  516,654
      2001                                    1,565,621
      2002                                      266,666
                                             ----------
                                             $2,348,941
                                             ==========
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.  Contribution expense for the
      fiscal  years  ended in 1999,  1998 and  1997  was  $50,000,  $65,000  and
      $52,500, respectively. The plan also incorporates a 401(k) Retirement Plan
      that is available to substantially all employees, allowing them to defer a
      portion of their  salary.  The  Company  also has a defined  benefit  plan
      frozen effective February 1, 1986.

8.    SHAREHOLDERS' EQUITY

      a.       Stock Dividends - On November 19, 1996, the Company  declared a 3
               percent  stock  dividend to holders of record on December 4, 1996
               and was paid on December 23, 1996.

      c.       Stock  Buy-Back  Program - In April 1997,  the Board of Directors
               adopted a program to  repurchase  $1.5  million of the  Company's
               common stock. In April 1998 and again in April 1999, the Board of
               Directors  approved an additional  repurchase of $1.5 million and
               $1.5  million,  respectively.  During the fiscal years ended July
               31, 1999 and August 1, 1998, the Company  repurchased 156,291 and
               159,400 shares for $1,289,356 and $1,857,182 respectively.

      d.       Nonqualified Stock Option Plan -  The  Company has a nonqualified
               stock  option  plan under which a total of  3,124,293  options to
               purchase  common stock may be granted.  As of July 31, 1999,  the
               Company has granted options to purchase  1,001,974  shares to the
               current president,  250,723 shares to former officers, 372,439 to
               current   officers  and   1,468,620  to  various   employees  and
               consultants.  Current officers and one director exercised 170,324
               options,  a former officer  exercised  62,401 options and various
               employees and  consultants  exercised  26,819  options during the
               fiscal  year  ended July 31,  1999.  Current  officers  exercised
               185,465  options,  a former officer  exercised 11,876 options and
               various  employees  and  consultants  exercised  218,325  options
               during the fiscal year ended August 1, 1998. Substantially all of
               the options granted under this plan

                                       F10

<PAGE>



               provide  for graded  vesting  and vest at a rate of 25% per year,
               beginning one year from the date of grant, expiring fifteen years
               from the date they are  granted.  The  option  price per share is
               determined by the Board of Directors,  but cannot be less than 85
               percent of fair market value of a share at the date of grant. All
               options to date have been granted at the fair market value of the
               Company's  stock at the date of grant.  No options can be granted
               under this plan subsequent to December 31, 2009.

               The following stock option information is as of:

                                             July 31,    August 1,    August 2,
               Options                        1999         1998         1997
                                            ---------    ---------    ---------

               Granted and outstanding
               at beginning of year         1,562,246    1,781,245    1,712,568

               Granted                        211,000      214,500      131,842
               Expired                        (33,985)     (17,833)     (29,521)
               Exercised                     (259,544)    (415,666)     (33,644)
                                          -----------  -----------  -----------
               Outstanding at end of year   1,479,717    1,562,246    1,781,245
                                          ===========  ===========  ===========

               Exercisable at end of year   1,116,209    1,203,676    1,506,962
                                          ===========  ===========  ===========

                      Exercise prices     $.93-$11.00  $.93-$11.00   $.93-$8.48
                                          ===========  ===========  ===========

               As of July 31, 1999 the distribution of stock option prices is as
               follows:

                                             Number of     Shares
               Exercise Price Range        Option Shares Exercisable
               --------------------        ------------- -----------

               $ .93-$ 2.49                  432,557      432,557
               $4.28-$ 6.18                  573,875      549,338
               $7.00-$ 8.25                  261,785       42,689
               $8.56-$10.00                  211,500       91,925
                                           ---------    ---------
                                           1,479,717    1,116,209
                                           =========    =========

               The Company had warrants outstanding aggregating 62,813 shares at
               July 31,  1999,  all of which were  granted at fair market  value
               (the closing  stock value at the date of grant).  The Company has
               adopted SFAS No. 123, "Accounting for Stock-Based  Compensation,"
               for  stock  options  and  warrants   granted  to   non-employees.
               Compensation  expense  has been  recorded  for the fair  value of
               options and warrants granted to such non-employees in the amounts
               of $28,157, $99,445 and $43,505 for fiscal years ended 1999, 1998
               and 1997, respectively.

               The Company  has chosen to  continue  to account for  stock-based
               compensation  for  employees  using the  intrinsic  value  method
               prescribed  in APB  No.  25,  "Accounting  for  Stock  Issued  to
               Employees,"  and its  related  interpretations.  Accordingly,  no
               compensation  expense was recorded for the Company's stock option
               and stock purchase plans. However, under SFAS No. 123 the Company
               has  determined the pro forma net income and net income per share
               amounts for fiscal 1999,  fiscal 1998 and fiscal 1997,  as if the
               compensation expense had been recorded for options granted during
               those years under the fair value method.  Under SFAS No. 123, for
               options  granted,  the  fair  value  at the  date  of  grant  was
               estimated  using the  Black-Scholes  option  pricing  model.  The
               following  weighted average  assumptions were used in calculating
               the fair value of the options  granted in the fiscal  years ended
               July 31,  1999,  August 1, 1998 and  August  2,  1997:  risk free
               interest  rates of 4.79% to 7.65%,  expected  life of the options
               are between  eight and  thirteen  years,  average  volatility  of
               between  40.31% and  51.55%,  and a maximum  contractual  life of
               fifteen years.

               Had the Company  adopted SFAS No. 123 for employee stock options,
               the pro forma effect on net income and net income per share would
               be:
                                      F11
<PAGE>

                                              For Year    For Year     For Year
                                               Ended       Ended        Ended
                                              July 31,    August 1,    August 2,
                                                1999        1998         1997
                                             ----------  ----------  ----------
               Net income
                 As reported                 $6,671,600  $5,788,588  $4,911,554
                                             ==========  ==========  ==========
                 Pro forma                   $6,312,167  $5,640,810  $4,794,071
                                             ==========  ==========  ==========

               Net income per common share:
                 As reported                 $      .82  $      .71  $      .61
                                             ==========  ==========  ==========
                 Pro forma                   $      .77  $      .69  $      .59
                                             ==========  ==========  ==========
               Weighted average number of
               shares outstanding             8,164,319   8,206,121   8,070,199
                                             ==========  ==========  ==========

9.    INCOME TAXES

      Provision for income taxes consists of the following:

                                                     Fiscal Year Ended
                                             ----------------------------------
                                               July 31,   August 1,    August 2,
                                                1999        1998         1997
                                             ----------  ----------  ----------
      Current:
           Federal                           $2,082,310  $1,802,856  $1,889,378
           State                                232,140     261,913     194,290
                                             ----------  ----------  ----------
                                              2,314,450   2,064,769   2,083,668
      Deferred:
           Federal and state                    587,687     569,970     147,981
                                             ----------  ----------  ----------

                                             $2,902,137  $2,634,739  $2,231,649
                                             ==========  ==========  ==========


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


                                                   July 31,     August 1,
                                                     1999         1998
                                                -----------   -----------

      Depreciation                              $ 1,575,268   $ 1,374,853
      Pension                                        97,818        98,025
      Federal effect of New York State
         tax credits                                175,395       162,742
      Difference in basis of fixed assets            84,144        84,322
      Revenue recognition                           859,108       444,640
                                                -----------   -----------
      Gross deferred tax liabilities              2,791,733     2,164,582
                                                -----------   -----------

       Warranty reserve                             (45,552)      (45,649)
       Amortization                                (118,810)     (118,761)
       Inventory                                    (49,211)      (49,315)
       Bad debt reserve                             (77,798)      (77,962)
       Deferred compensation                       (642,731)     (644,392)
       NYS tax credits                             (517,672)     (476,231)
                                                -----------   -----------

       Gross deferred tax assets                 (1,451,774)   (1,412,310)
                                                -----------   -----------

       Net deferred tax liabilities             $ 1,339,959   $   752,272
                                                ===========   ===========


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

                                      F12
<PAGE>
                                                  July 31,      August 1,
                                                    1999          1998
                                                -----------   -----------
      Liabilities:
          Other current liabilities             $   378,327   $       615
          Deferred income taxes                   1,536,095     1,321,840
      Assets:
          Prepaid expenses and other
            current assets                             --         (36,550)
          Other assets                             (574,463)     (533,633)
                                                -----------   -----------

                                                $ 1,339,959   $   752,272
                                                ===========   ===========

      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
                                                   -----------------------------
                                                   July 31,  August 1, August 2,
                                                    1999       1998      1997
                                                    % 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           1.9        1.8       1.6
      Permanent differences                           .2         .4        .5
      Tax benefits on foreign sales corp            (3.6)      (3.0)     (2.5)
      Federal tax credits and other                 (2.2)      (1.9)     (2.4)
                                                    ----       ----      ----
                                                    30.3%      31.3%     31.2%
                                                    ====       ====      ====

10.     COMMITMENTS AND CONTINGENCIES

      a.  The Company leases  facilities for its  manufacturing  operations with
          expiration  dates  ranging  from  July 2002  through  April  2004.  In
          addition,  the  Company  has  various  auto  leases  accounted  for as
          operating  leases.  The future minimum annual lease  commitments as of
          July 31, 1999 are as follows:

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

                               2000                     $1,456,297
                               2001                      1,414,374
                               2002                      1,080,155
                               2003                        810,335
                               2004                        298,451
                                                        ----------
                                                        $5,059,612
                                                        ==========

          Rent expense was $1,356,541 in 1999, $1,384,952 in 1998 and $1,285,877
          in 1997, which includes real estate taxes.

      b.  The  Company  has  an  employment agreement with its President through
          July 31,  2005.  The  agreement  provides  for  minimum  base  salary,
          deferred  compensation and bonuses as defined.  Under the terms of the
          agreement  with  the  President,  the  Company  will  accrue  deferred
          compensation at a rate of five percent of pretax income with a minimum
          of $100,000 and a maximum of $125,000.  The accumulated amount at July
          31,  1999 was  $1,070,333.  Such  liability  is  funded by part of the
          Company's investments of $1,070,333, classified as available-for-sale.
          Gains  and  losses,  either  recognized  or  unrealized,  inure to the
          benefit or detriment of this employee's deferred  compensation,  based
          upon a contractual  arrangement between the President and the Company.
          Bonus will accrue at five percent of pretax  income.  Also included in
          the President's  agreement are certain  benefits in the event of death
          or disability, as well as certain benefits in the event of a change of
          control.  Upon completion of the term of the agreement,  the President
          may opt for a five-year extension in the form of a consulting contract
          at a rate specified within the agreement.

                                      F13
<PAGE>
          In connection with the acquisition of a subsidiary,  the Company has a
          deferred compensation  agreement with the former president.  Under the
          terms of the agreement,  the Company will accrue deferred compensation
          at a base rate of $20,000 per year,  increased  by 4% per year for ten
          years.  The  accumulated  amount of deferred  compensation at July 31,
          1999 was $40,800.  Such  liability is funded by part of the  Company's
          investments of $40,800,  classified as  available-for-sale.  Gains and
          losses,  either  recognized  or  unrealized,  inure to the  benefit or
          detriment of this employee's deferred compensation.  At July 31, 1999,
          the amount  recorded for the net present  value of future  obligations
          relating to this agreement was $112,431.

      c.  In connection with the acquisition of a subsidiary,  in April 1998 the
          former president of the acquired company became a technical consultant
          to the Company.  The Company and the technical  consultant 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,  in June  1994  the
          Company entered into a ten-year non-compete  agreement with the former
          Chairman of the acquired company with the same terms. At July 31, 1999
          and August 1, 1998, the amounts  recorded for the net present value of
          future  obligations  relating to these  agreements  were  $566,802 and
          $607,952, respectively.

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

11.   ACQUISITIONS

          In December  1998, the Company  acquired  certain  selected  assets of
      Acoma Medical Imaging Inc. for approximately $1,400,000 in cash and notes,
      including  transaction  costs,  payable  over  a  three-year  period.  The
      acquired assets consisted of inventory, fixed assets and technology.

      On  March  6,  1998,  the  Company  acquired   selected  assets  of  X-Ray
      Technologies,  Inc.,  consisting of inventory,  fixed assets,  designs and
      technology for approximately $1,100,000, including transaction costs.

          These   acquisitions   have  been   accounted  for  as  purchases  and
      accordingly  the  original  purchase  price was  allocated  to the  assets
      acquired  based on the  estimated  fair value at the date of  acquisition.
      These  transactions  resulted  in an excess of cost over fair value of net
      assets acquired of $1,589,475,  which is included in goodwill. Such excess
      is being amortized over a 15-year period.

12.   SEGMENT REPORTING

          The Company  adopted SFAS No. 131.  "Disclosures  about Segments of an
      Enterprise and Related Information", during the fourth quarter of the year
      ended July 31, 1999.  SFAS No. 131  establishes  standards  for  reporting
      information  about operating  segments in annual financial  statements and
      requires  selected   information  about  operating   segments  in  interim
      financial   statements.   It  also   establishes   standards  for  related
      disclosures  about products and services,  major  customers and geographic
      areas. Operating segments are defined as components of an enterprise about
      which  separate  financial  information  is  available  that is  evaluated
      regularly  by the chief  decision  maker,  or decision  making  group,  in
      deciding  how to allocate  resources  and in  assessing  performance.  The
      Company's chief operating  decision making group is comprised of the Chief
      Executive  Officer and the senior  executives of the  Company's  operating
      segments.

          The  Company has two  reportable  segments  which are Medical  Imaging
      Systems and Critical  Electronic  Subsystems.  The Medical Imaging Systems
      Segment designs, manufactures and markets state-of-the-art, cost-effective
      medical  imaging and  diagnostic  systems  consisting  of  stationary  and
      portable imaging systems,  radiographic/fluoroscopic  systems, mammography
      systems and neo-natal imaging system. The Critical  Electronic  Subsystems
      Segment  designs,  manufactures  and markets  proprietary  precision power
      conversion  and  noise  suppression  subsystems  for  medical  as  well as
      critical industrial applications.

          The  accounting  policies  of the  segments  are  the  same  as  those
      described  in the summary of  significant  accounting  policies  (Note 1).
      Revenues  are  attributable  to  geographic  areas  based on the  ultimate
      destination  of the  products  sold.  Selected  financial  data  of  these
      segments is as follows:
                                       F14

<PAGE>
      For The Year Ended July 31, 1999:

                                            Medical      Critical
                                            Imaging     Electronic
                                            Systems     Subsystems     Total
                                          -----------  -----------  -----------
      Net sales to external customers     $37,788,321  $30,232,657  $68,020,978
      Cost of sales                       $25,359,617  $15,117,161  $40,476,778
      Research and development            $ 3,066,834  $ 3,417,950  $ 6,484,784
      Selling, general and administrative $ 5,281,113  $ 6,054,540  $11,335,653
      Interest income                     $        47  $    63,102  $    63,055
      Interest expense                    $    25,697  $   187,431  $   213,128
      Depreciation                        $   546,151  $ 1,243,459  $ 1,789,610
      Amortization                        $   415,052  $   356,702  $   771,754
      Income before provision for income
        taxes                             $ 4,055,107  $ 5,518,630  $ 9,573,737
      Segment assets                      $38,246,001  $45,857,956  $84,103,957
      Expenditures for segment assets     $ 1,697,187  $ 2,003,124  $ 3,700,311


      For The Year Ended August 1, 1998:
                                            Medical      Critical
                                            Imaging     Electronic
                                            Systems     Subsystems     Total
                                          -----------  -----------  -----------
      Net sales to external customers     $29,954,339  $32,350,539  $62,304,878
      Cost of sales                       $20,338,720  $16,569,597  $36,908,317
      Research and development            $ 2,466,146  $ 3,397,197  $ 5,863,343
      Selling, general and administrative $ 5,019,832  $ 6,253,227  $11,273,059
      Interest income                     $       242  $   297,338  $   297,580
      Interest expense                    $     2,318  $   127,336  $   129,654
      Depreciation                        $   374,295  $ 1,028,538  $ 1,402,833
      Amortization                        $   339,454  $   356,201  $   695,655
      Income before provision for income
        taxes                             $ 2,127,565  $ 6,300,520  $ 8,428,085
      Segment assets                      $28,517,074  $43,839,553  $72,356,627
      Expenditures for segment assets     $ 1,114,386  $ 1,782,146  $ 2,896,532

                                       F15

<PAGE>



      For The Year Ended August 2, 1997
                                            Medical      Critical
                                            Imaging     Electronic
                                            Systems     Subsystems     Total
                                          -----------  -----------  -----------
      Net sales to external customers     $23,894,961  $30,790,388  $54,685,349
      Cost of sales                       $16,985,958  $15,868,927  $32,854,885
      Research and development            $ 1,370,675  $ 3,177,812  $ 4,548,487
      Selling, general and administrative $ 4,336,787  $ 5,856,457  $10,193,244
      Interest income                     $        31  $   293,463  $   293,494
      Interest expense                    $     4,420  $   234,604  $   239,024
      Depreciation                        $   240,874  $   798,086  $ 1,038,960
      Amortization                        $   515,997  $   256,151  $   772,148
      Income before provision for income
        taxes                             $ 1,197,152  $ 5,946,051  $ 7,143,203
      Segment assets                      $20,570,012  $43,559,798  $64,129,810
      Expenditures for segment assets     $   888,465  $ 1,771,016  $ 2,659,481


          During the fiscal  year ended 1999,  Picker  International  Corp.  and
      General Electric Corp. represented 11.0% and 10.2%,  respectively,  of the
      Company's  consolidated  net sales.  During fiscal years 1998 and 1997, no
      one  customer  accounted  for  more  than  ten  percent  of the  Company's
      consolidated net sales.

          Export  sales were 46 percent,  45 percent and 40 percent of total net
      sales in 1999, 1998 and 1997, respectively.


          For the years ended July 31, 1999,  August 1, 1998 and August 2, 1997,
      net sales by geographic areas were:

                                1999              1998             1997
                                ----              ----             ----

      United States         $36,604,628   54% $33,045,314  54% $32,735,680  60%
      Europe                  7,552,367   11%   8,178,548  13%   6,709,380  12%
      Other North America     6,703,938   10%   5,687,305   9%   4,817,555   9%
      Far East                6,653,330   10%   7,277,981  12%   6,285,606  11%
      Middle East             5,041,452    7%   4,063,918   7%   3,521,101   7%
      South America           4,706,569    7%   2,955,010   5%     455,241   1%
      Africa                    758,694    1%      96,802   0%     160,726   0%
                            -----------  ---- ----------- ---- ----------- ----
      Total net sales       $68,020,978  100% $62,304,878 100% $54,685,289 100%
                            ===========  ==== =========== ==== =========== ====


                                       F16

<PAGE>

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

UNAUDITED SELECTED QUARTERLY FINANCIAL DATA





YEAR ENDED July 31, 1999:
                                                 QUARTER
                            --------------------------------------------------
                               First       Second        Third        Fourth
                            -----------  -----------  -----------  -----------

Net sales                   $14,809,666  $15,921,952  $18,684,525  $18,604,835
                            ===========  ===========  ===========  ===========
Gross profit                $ 6,130,498  $ 6,613,699  $ 7,467,655  $ 7,332,348
                            ===========  ===========  ===========  ===========
Net income                  $ 1,429,087  $ 1,604,444  $ 1,773,999  $ 1,864,070
                            ===========  ===========  ===========  ===========
Basic earnings per share    $       .19  $       .21  $       .23  $       .24
                            ===========  ===========  ===========  ===========
Diluted earnings per share  $       .18  $       .20  $       .21  $       .23
                            ===========  ===========  ===========  ===========


YEAR ENDED August 1, 1998:
                                                 QUARTER
                            --------------------------------------------------
                               First       Second        Third        Fourth
                            -----------  -----------  -----------  -----------

Net sales                   $13,480,069  $14,403,182  $16,682,726  $17,738,901
                            ===========  ===========  ===========  ===========
Gross profit                $ 5,432,524  $ 5,900,167  $ 6,687,147  $ 7,376,723
                            ===========  ===========  ===========  ===========
Net income                  $ 1,256,987  $ 1,362,480  $ 1,444,741  $ 1,724,380
                            ===========  ===========  ===========  ===========
Basic earnings per share    $       .17  $       .18  $       .19  $       .23
                            ===========  ===========  ===========  ===========
Diluted earnings per share  $       .15  $       .17  $       .18  $       .21
                            ===========  ===========  ===========  ===========




















                                       F17

<PAGE>




                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                                   DEL GLOBAL TECHNOLOGIES CORP.


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


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


Dated: November 5, 1999

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 V. Bertman                                          November 5, 1999
-------------------
Natan Bertman, Director


/S/David Michael                                             November 5, 1999
----------------
David Michael, Director


/S/Seymour Rubin                                             November 5, 1999
----------------
Seymour Rubin, Director


/S/James Tiernan                                             November 5, 1999
----------------
James Tiernan, Director


/S/Roger Winston                                             November 5, 1999
----------------
Roger Winston, Director


/S/Leonard A. Trugman                                        November 5, 1999
---------------------
Leonard A. Trugman
Chairman of the Board,
Chief Executive Officer and
President