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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                 For the quarterly period ended August 31, 2003

[_]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
               the transition period from _________ to _________
                        Commission file number 001-04978


                               Solitron Devices, Inc.
                               ----------------------
         (Exact name of small business issuer as specified in its charter)


          Delaware                                        22-1684144
-------------------------------             ------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)


              3301 Electronics Way, West Palm Beach, Florida 33407
              ----------------------------------------------------
                    (Address of principal executive offices)


                                 (561) 848-4311
                                 --------------
                (Issuer's telephone number, including area code)

                                      N/A
--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [_]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of July 6, 2004: 2,076,351.

Transitional Small Business Disclosure Format (check one):

Yes [_]  No [X]

                                       1
<PAGE>

                             SOLITRON DEVICES, INC.

                                     INDEX

Amendment  No. 1 to the Form 10-QSB  amends and  restates  certain  items of the
Quarterly Report of Solitron  Devices,  Inc. (the "Company") as previously filed
for the three and six months ended August 31, 2003.  The  restatement of certain
items of the Company's previously filed Form 10-QSB for the three and six months
ended August 31, 2003 is being made in order to: (1) reflect the settlement of a
debt  obligation to an unsecured  creditors and (2) revise related  disclosures.
Changes related to these items have been made in the following items of the Form
10-QSB.

PART 1 - FINANCIAL INFORMATION
                                                                        Page No.
                                                                        --------

Item   1. Financial Statements (unaudited):

          Consolidated Balance Sheets                                         3
          August 31, 2003 and February 28, 2003

          Consolidated Statement of Operations                                4
          Three and Six Months Ended August 31, 2003 and 2002

          Consolidated Statements of Cash flows                               5
          Six Months Ended August 31, 2003 and 2002

          Notes to Consolidated Financial Statements                         6-8


Item   2. Management's Discussion and Analysis of Financial Condition and   9-12
          Results of Operations


Signatures                                                                   13

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    SOLITRON DEVICES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          August 31, 2003   February 28, 2003
                                                         -----------------  -----------------
                                                            (Unaudited)         (Audited)
                                                            (in thousands, except for share
                                                                         amounts)
ASSETS
  CURRENT ASSETS
<S>                                                      <C>                <C>
    Cash and cash equivalents                            $           1,791  $           1,448
    Accounts receivable                                                952              1,052
    Inventories                                                      2,832              2,869
    Prepaid expenses and other current assets                          111                139
                                                         -----------------  -----------------
       TOTAL CURRENT ASSETS                                          5,686              5,508

    PROPERTY, PLANT AND EQUIPMENT, net
                                                                       588                568

    OTHER ASSETS                                                        52                 52
                                                         -----------------  -----------------

       TOTAL ASSETS                                      $           6,326  $           6,128
                                                         =================  =================

LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Current portion of accrued environmental expenses   $             906  $             846
     Accounts payable - Post petition                                  448                549
     Accounts payable-Pre-petition, current portion                    664                800
     Accrued expenses and other liabilities                          1,181              1,119
                                                         -----------------  -----------------
       TOTAL CURRENT LIABILITIES                                     3,199              3,314

  LONG TERM LIABILITIES, net of current portion                        304                364
                                                         -----------------  -----------------

       TOTAL LIABILITIES                                             3,503              3,678
                                                         -----------------  -----------------

  COMMITMENTS AND CONTINGENCIES                                         --                 --

STOCKHOLDERS' EQUITY
  Preferred stock, $.01 par value, authorized 500,000
    shares, none issued                                                -0-                -0-
  Common stock, $.01 par value, authorized 10,000,000
    shares, 2,070,821 shares issued and outstanding                     21                 21
  Additional paid-in capital                                         2,617              2,617
  Retained earnings (accumulated deficit)                              185               (188)
                                                         -----------------  -----------------

       TOTAL STOCKHOLDERS' EQUITY                                    2,823              2,450
                                                         -----------------  -----------------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $           6,326  $           6,128
                                                         =================  =================
</TABLE>

   The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>

                    SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                         Three Months Ended             Six Months Ended
                                             August 31,                     August 31,
                                         2003           2002            2003          2002
                                         ----           ----            ----          ----
                                      (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)
                                            (in thousands, except for per share amounts)

<S>                                   <C>            <C>            <C>            <C>
NET SALES                             $     2,009    $     1,810    $     4,009    $     3,628
Cost of Sales                               1,646          1,434          3,201          2,954
                                      -----------    -----------    -----------    -----------

Gross Profit                                  363            376            808            674

Selling, general and administrative
  expenses                                    310            271            558            549
                                      -----------    -----------    -----------    -----------

Operating Income                               53            105            250            125
                                      -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSE)
    Other Income                              113             15            134             31
    Interest Expense                           (6)           (13)           (11)           (26)
    Other, net                                                (3)                           (5)

                                      -----------    -----------    -----------    -----------
Other Income (Expense), Net                   107             (1)           123             --
                                      -----------    -----------    -----------    -----------

Net Income                            $       160    $       104    $       373    $       125
                                      ===========    ===========    ===========    ===========

INCOME PER SHARE: Basic               $      0.08    $      0.05    $      0.18    $      0.06
                                      -----------    -----------    -----------    -----------
                  Diluted             $      0.08    $      0.05    $      0.18    $      0.06
                                      -----------    -----------    -----------    -----------

WEIGHTED AVERAGE
 SHARES OUTSTANDING: Basic              2,070,821      2,070,821      2,070,821      2,070,821
                                      ===========    ===========    ===========    ===========
                     Diluted            2,129,388      2,129,388      2,129,388      2,129,388
                                      ===========    ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>

                    SOLITRON DEVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                          SIX MONTHS ENDED AUGUST 31,


                                                           2003         2002
                                                           ----         ----
                                                       (Unaudited)  (Unaudited)
                                                            (in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                           $      373   $      125
    Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
    Depreciation and amortization                              95           85
    Cancellation of debt                                     (109)           0
    Changes in operating assets and liabilities:
      (Increase) Decrease in:
      Accounts receivable                                      99          205
      Inventories                                              37           19
      Prepaid expenses and other current assets                28            8
      Increase (Decrease) in:
      Accounts payable                                       (100)         (30)
Accounts payable - Pre-Petition                               (27)         (24)

Accrued expenses and other liabilities                         62           56
      Accrued environmental expenses                           60           54
      Other long term liabilities                             (60)         (57)
                                                       ----------   ----------
      NET CASH PROVIDED BY OPERATING ACTIVITIES               458          441
                                                       ----------   ----------

      CASH FLOW FROM INVESTING ACTIVITIES:
      Additions to property, plant and equipment             (115)        (134)
                                                       ----------   ----------
         NET CASH USED IN INVESTING ACTIVITIES               (115)        (134)
                                                       ----------   ----------

      NET INCREASE IN CASH                                    343          307

      CASH AT BEGINNING OF PERIOD                           1,448        1,335
                                                       ----------   ----------

      CASH AT END OF PERIOD                            $    1,791   $    1,642
                                                       ==========   ==========


    The accompanying notes are an integral part of the financial statements

                                       5
<PAGE>

                    SOLITRON DEVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.    General:

The Company has restated its consolidated financial statements for the three and
six month  periods  ended  August 31, 2003 to reflect the  settlement  of a debt
obligation  of  $114,000  to an  unsecured  creditor.  As a result,  the Company
recognized  other income of $109,000.  Consequently,  there is an  adjustment to
reduce the amount of pre-petition  accounts  payable,  current portion;  current
liabilities;  and total liabilities by $109,000 respectively,  and an adjustment
to increase the amount of other income (expense),  net; net income;  accumulated
earnings; and total stockholders equity by $109,000 respectively.

The  financial   information  included  herein  is  unaudited;   however,   such
information  reflects all  adjustments  (consisting  solely of normal  recurring
adjustments),  which are, in the  opinion of  management,  necessary  for a fair
statement of the results for the interim period.

The accompanying  unaudited interim consolidated  financial statements have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission for reporting on Form 10-QSB. Pursuant to such rules and regulations,
certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.

The information contained in this Form 10-QSB should be read in conjunction with
the Notes to Consolidated Financial Statements appearing in the Company's Annual
Report on Form 10-KSB for the year ended February 28, 2003.

2.    ENVIRONMENTAL REGULATION:

While the Company believes that it has the  environmental  permits  necessary to
conduct its business and that its  operations  conform to present  environmental
regulations,  increased public  attention has been focused on the  environmental
impact  of  semiconductor  operations.  The  Company,  in  the  conduct  of  its
manufacturing  operations,  has  handled  and  does  handle  materials  that are
considered  hazardous,  toxic or volatile under federal,  state,  and local laws
and,  therefore,  is subject  to  regulations  related  to their  use,  storage,
discharge,  and  disposal.  No assurance can be made that the risk of accidental
release  of such  materials  can be  completely  eliminated.  In the  event of a
violation of  environmental  laws,  the Company could be held liable for damages
and the  costs of  remediation  and,  along  with the rest of the  semiconductor
industry,  is subject to variable  interpretations  and governmental  priorities
concerning environmental laws and regulations.  Environmental statutes have been
interpreted  to provide for joint and  several  liability  and strict  liability
regardless of actual fault.  There can be no assurance  that the Company and its
subsidiaries  will not be required to incur  costs to comply  with,  or that the
operations,  business,  or  financial  condition  of  the  Company  will  not be
materially  adversely  affected  by,  current  or future  environmental  laws or
regulations.

The information contained in this Form 10-QSB should be read in conjunction with
the "Business - Environmental  Liabilities"  section  appearing in the Company's
Annual Report on Form 10-KSB for the year ended February 28, 2003.

3.    INVENTORIES:

As of August 31, 2003 net inventories consist of the following:

      Raw Materials                 $   1,522,731
      Work-In-Process                   1,297,505
      Finished Goods                      115,510
                                    -------------
            Gross Inventory             2,935,746
      Reserve                            (103,590)
                                    -------------
            Net Inventory           $   2,832,156
                                    =============

                                       6
<PAGE>

                    SOLITRON DEVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


4.    PRE-PETITION ACCOUNTS PAYABLE:

During the quarter ended August 31, 2003, the Company  settled a debt obligation
of  $114,000  and  recognized  $109,000  of other  income.  As a result  of this
settlement,  the current portion of pre-petition  accounts payable has decreased
as follows:

      Pre-petition accounts payable, current portion,
        before restatement                                 $  773,000

      Adjustment                                             (109,000)
                                                           ----------
      Pre-petition accounts payable, current portion,
        as restated                                          $664,000
                                                           ==========

RECENT ACCOUNTING PRONOUNCEMENTS

In October 2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  144,  ("SFAS  144"),
"Accounting for Impairment or Disposal of Long-Lived Assets," which is effective
for fiscal years  beginning  after December 15, 2001 and interim  periods within
those fiscal periods.  SFAS 144 addresses financial accounting and reporting for
the  impairment of certain  Long-Lived  Assets and for  Long-Lived  Assets to be
disposed of. SFAS 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived  Assets and  Long-Lived  Assets to be  Disposed  of," and  Accounting
Principles  Board  ("APB")  Opinion  No.  30;  however,  SFAS  144  retains  the
requirement of APB Opinion No. 30 to report discontinued  operations  separately
from  continuing  operations  and extends  that  reporting  to a component of an
entity  that  has  either  been  disposed  of  (by  sale,  abandonment  or  in a
distribution  to owners) or is  classified  as held for sale.  The  Company  has
adopted  SFAS  144,  and the  adoption  did not have a  material  impact  on its
financial position and results of operations.

In June 2002,  the FASB issued SFAS No.  146,  "Accounting  for Exit or Disposal
Activities"  ("SFAS 146"). SFAS 146 addresses  significant  issues regarding the
recognition,  measurement,  and reporting of costs that are associated with exit
and disposal activities,  including restructuring  activities that are currently
accounted  for under  Emerging  Issues Task Force  ("EITF")  release  No.  94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity  (including  Certain  Costs  Incurred  in a  Restructuring)"
("EITF  No.  94-3").  The  scope of SFAS  146 also  includes  costs  related  to
terminating a contract that is not a capital lease and termination benefits that
employees who are involuntarily terminated receive under the terms of a one-time
benefit  arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation  contract. SFAS 146 will be effective for exit or disposal
activities that are initiated after December 31, 2002, and early  application is
encouraged.  The Company  adopted SFAS 146 during the second quarter of the last
fiscal year. The provisions of EITF No. 94-3 shall continue to apply for an exit
activity  initiated  under an exit plan that met the  criteria  of EITF No. 94-3
prior to the adoption of SFAS 146. SFAS 146 will change, on a prospective basis,
the time when restructuring charges are recorded from a commitment date approach
to when the liability is incurred. SFAS No. 146 has not had a material impact on
its financial position and results of operations.

In  November  2002,  the FASB  issued  FASB  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability
be recorded in the  guarantor's  balance sheet upon issuance of a guarantee.  In
addition,  FIN 45 requires  disclosures  about the guarantees that an entity has
issued,  including a reconciliation  of changes in the entity's product warranty
liabilities.  The initial recognition and initial measurement  provisions of FIN
45 are applicable on a prospective  basis to guarantees issued or modified after
December  31,  2002,  irrespective  of  the  guarantor's  fiscal  year-end.  The
disclosure  requirements  of FIN 45 are effective  for  financial  statements of
interim  or  annual  periods  ending  after  December  15,  2002.  FIN 45 is not
anticipated  to have a material  impact on the Company's  financial  position or
results of operations.

                                       7
<PAGE>

In November  2002,  the EITF  reached a consensus on Issue No.  00-21,  "Revenue
Arrangements with Multiple  Deliverables"  ("EITF Issue No. 00-21").  EITF Issue
No. 00-21 provides  guidance on how to account for arrangements that involve the
delivery or  performance  of multiple  products,  services  and/or rights to use
assets.   The  provisions  of  EITF  Issue  No.  00-21  will  apply  to  revenue
arrangements  entered into in fiscal periods  beginning after June 15, 2003. The
Company  believes  that the adoption of this  standard  will not have a material
impact on its financial statements.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation,  Transition  and  Disclosure"  ("SFAS  148").  SFAS  148  provides
alternative methods of transition for a voluntary change to the fair value based
method  of  accounting  for  stock-based  employee  compensation.  SFAS 148 also
requires that disclosures of the pro forma effect of using the fair value method
of  accounting  for   stock-based   employee   compensation  be  displayed  more
prominently and in a tabular format.

Additionally,  SFAS 148 requires  disclosure  of the pro forma effect in interim
financial statements.  The transition and annual disclosure requirements of SFAS
148 are  effective for fiscal years ended after  December 15, 2002.  The interim
disclosure  requirements  are  effective  for interim  periods  beginning  after
December 15, 2002.  SFAS 148 is not anticipated to have a material impact on the
Company's financial position or results of operations.

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to  February  1, 2003,  the  provisions  of FIN 46 must be applied for the first
interim or annual period  beginning  after June 15, 2003.  The Company  believes
that the  adoption  of this  standard  will not have a  material  impact  on its
financial statements.

                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of operations

Overview:

Solitron  Devices,  Inc., a Delaware  corporation (the "Company" or "Solitron"),
designs, develops, manufactures and markets solid-state semiconductor components
and related  devices  primarily  for the military  and  aerospace  markets.  The
Company  manufactures  a large variety of bipolar and metal oxide  semiconductor
power  transistors,  power and control  hybrids,  junction  and MOS field effect
transistors  and other  related  products.  Most of the  Company's  products are
custom made pursuant to contracts with customers  whose end products are sold to
the  United  States  government.   Other  products,  such  as  Joint  Army  Navy
transistors,  diodes and Standard Military Drawings voltage regulators, are sold
as standard or catalog items.

The  following  discussion  and  analysis  of factors  which have  affected  the
Company's  financial  position and operating results during the periods included
in the accompanying  condensed  consolidated financial statements should be read
in conjunction with the Consolidated  Financial Statements and the related Notes
to Consolidated Financial Statements and Management's Discussion and Analysis of
Financial  Condition and Results of Operations  included in the Company's Annual
Report on Form 10-KSB for the year ended  February  28,  2003 and the  Condensed
Consolidated   Financial   Statements   and  the  related   Notes  to  Condensed
Consolidated Financial Statements included in Item 1 of this Quarterly Report on
Form 10-QSB.

Trends and Uncertainties:

During the six months ended August 31, 2003,  the company's  book-to-bill  ratio
was approximately 0.88, reflecting a decease in the volume of orders booked. The
Company does not believe that the change in the  book-to-bill  ratio indicates a
specific trend in the demand for the Company's products.  Generally,  the intake
of  orders  over  the  last 2  years  has  varied  greatly  as a  result  of the
fluctuations  in the general  economy and of variations  in defense  spending on
programs  the Company  supports,  which is  expected  to continue  over the next
twelve  months.  The Company  continues to identify means intended to reduce its
variable  manufacturing  costs to offset the  potential  impact of low volume of
orders  to be  shipped  should a slow down in the  intake  of  orders  continue.
However,  should order intake fall significantly  below the level experienced in
the last twelve months,  the Company might be required to implement further cost
cutting or other downsizing measures to continue its business operations.


Results of  Operations-Three  Months  Ended  August 31,  2003  Compared to Three
Months Ended August 31, 2002:

Net sales for the three months ended August 31, 2003 increased approximately 11%
to $2,009,000  as compared to  $1,810,000  for the three months ended August 31,
2002. This increase was primarily  attributable to a higher level of orders that
were shipped in accordance with customers' orders.

Cost of sales for the three months ended August 31, 2003 increased to $1,646,000
from $1,434,000 for the comparable period in 2002.  Expressed as a percentage of
sales, Cost of sales increased to 82% from 79% for the same periods. This change
was due mainly to increases in material and labor costs.

Gross profit for the three  months  ended August 31, 2003  decreased to $363,000
from  $376,000 for the three months  ended August 31, 2002.  Accordingly,  gross
margins on the  Company's  sales  decreased  to 18% for the three  months  ended
August 31, 2003 in comparison to 21% for the three months ended August 31, 2002.
This  change  was due  partly  to a higher  level of  shipments  and  partly  to
increases in material and labor costs.

For the three months ended August 31, 2003, the Company  shipped 76,026 units as
compared with 130,055 units shipped during the same period of the prior year. It
should be noted that since the Company  manufactures  a wide variety of products
with an average sale price ranging from less than one dollar to several  hundred
dollars,  such  periodic  variations  in the  Company's  volume of units shipped
should not be regarded as a reliable indicator of the Company's performance.

                                       9
<PAGE>

The  Company's  backlog of open orders  decreased 14% for the three months ended
August 31,  2003,  as compared to a decrease of 17% for the three  months  ended
August 31,  2002.  The  Company  has  experienced  an  increase  in the level of
bookings of  approximately  2% for the quarter ended August 31, 2003 as compared
to the same period for the previous year.  Changes in the level of orders booked
depend, in large extent, on the timing of issuance of orders from key customers.
Changes in the  backlog  reflect  the changes in the intake of orders and in the
delivery dates required by customers.

Selling,  general,  and  administrative  expenses  increased to $310,000 for the
three months ended August 31, 2003 from  $271,000 for the  comparable  period in
2002.  During the three  months ended August 31,  2003,  selling,  general,  and
administrative  expenses as a  percentage  of sales  remained at 15% as compared
with 15% for the three months ended August 31, 2002.

Operating Income for the three months ended August 31, 2003 decreased to $53,000
from  $105,000 for the three months ended August 31, 2002.  This decrease is due
to  a  lower  gross   profit  and  to  an  increase  in  selling,   general  and
administrative expenses.

The Company  recorded a net other  income of $107,000 for the three months ended
August 31, 2003 versus a net expense of $1,000 for the three months ended August
31, 2002.  The variance was due primarily to other income from the settlement of
a debt obligation to an unsecured creditor.

Net income for the three months  ended August 31, 2003  increased to a profit of
$160,000 from a profit of $104,000 for the same period in 2002. This increase is
due to other income  resulting  from the  settlement of a debt  obligation to an
unsecured creditor.


Results of  Operations-Six  Months Ended August 31, 2003  Compared to Six Months
Ended August 31, 2002:

Net sales for the six months ended August 31, 2003 increased  approximately  11%
to  $4,009,000  as compared to  $3,628,000  for the six months  ended August 31,
2002. This increase was primarily  attributable to a higher level of orders that
were shipped in accordance with customer requirements.

Cost of sales for the six months ended August 31, 2003  increased to  $3,201,000
from  $2,954,000  for the  comparable  period in 2002.  However,  expressed as a
percentage  of  sales,  cost  of  sales  decreased  to  approximately  80%  from
approximately  81% for the same periods.  This change was due partly to a higher
level of shipments and offset by an increase in material and labor costs.

Gross profit for the six months ended August 31, 2003 increased to $808,000 from
$674,000 for the six months ended August 31, 2002. Accordingly, gross margins on
the  Company's  sales  increased to  approximately  20% for the six months ended
August 31, 2003 in  comparison  to  approximately  19% for the six months  ended
August 31, 2002. This change was due partly to a higher level of shipments.

For the six months ended August 31, 2003, the Company  shipped  228,689 units as
compared with 323,376 units shipped during the same period of the prior year. It
should be noted that since the Company  manufactures  a wide variety of products
with an average sales price ranging from less than one dollar to several hundred
dollars, such periodic variations in the Company's volume of units shipped might
not be a reliable indicator of the Company's performance.

The  Company's  backlog of open orders  decreased  approximately  9% for the six
months ended August 31, 2003 as compared to an decrease of approximately 24% for
the six months ended August 31, 2002. Changes in the backlog reflect the changes
in the intake of orders and in the delivery dates required by customers.

The  Company  has   experienced   an  increase  in  the  level  of  bookings  of
approximately  35% for the six months  ended  August 31, 2003 as compared to the
same period for the previous year principally as a result of a higher demand for
its product in this period.

                                       10
<PAGE>

Selling,  general, and administrative expenses increased to $558,000 for the six
months ended August 31, 2003 from  $549,000 for the  comparable  period in 2002.
During  the  six  months   ended  August  31,  2003,   selling,   general,   and
administrative  expenses as a percentage of sales decreased to approximately 14%
as compared  with  approximately  15% for the six months  ended August 31, 2002.
This decrease is due to lower sales department salaries.

Operating  Income for the six months ended August 31, 2003 increased to $250,000
from $125,000 for the six months ended August 31, 2002.  This increase is due to
a  higher  gross  profit  and to a  slight  decrease  in  selling,  general  and
administrative expenses.

The Company  recorded a net other  income of $123,000  for the six months  ended
August  31,  2003  versus a net other  income of zero for the six  months  ended
August 31, 2002.  The variance was due primarily to other income  resulting from
the settlement of a debt obligation to an unsecured creditor.

Net income for the six months ended August 31, 2003  increased to $373,000  from
$125,000  for the same period in 2002.  This  increase is mainly due to a higher
sales volume and other income resulting from the settlement of a debt obligation
to an unsecured creditor.


Liquidity and Capital Resources:

The Company's sole source of liquidity is cash generated by ongoing  operations.
The Company's  liquidity is expected to be affected  adversely in the short term
due to the anticipated lower level of revenue in the next eighteen months to two
years.  The  Company's  liquidity is not expected to improve until the Company's
revenue increases above its breakeven point.

Furthermore,  the  Company's  liquidity  continues  to be affected  adversely by
significant non-recurring expenses associated with the Company's 1993 bankruptcy
petition  obligations and the Company's  inability to obtain additional  working
capital  through  the sale of debt or  equity  securities.  For a more  complete
discussion of the Company's bankruptcy  obligations,  see "Business - Bankruptcy
Proceedings"  in the Company's  Form 10-KSB filed for the period ended  February
28, 2003.

The  Company is  required to make  quarterly  payments  to holders of  unsecured
claims  until they receive 35 percent  (35%) of their  pre-petition  claims.  At
August  31,  2003,  the  Company is  currently  scheduled  to pay  approximately
$1,802,000 to holders of allowed  unsecured claims in quarterly  installments of
approximately $62,000.

The  Company  reported  a net  income of  $373,000  and an  operating  income of
$250,000 for the six months ended August 31, 2003.  The Company has  significant
obligations arising from settlements related to its bankruptcy  proceeding which
require it to make substantial  cash payments,  which cannot be supported by the
Company's current level of operations.

At August 31,  2003,  February  28, 2003 and August 31, 2002  respectively,  the
Company had cash of $1,791,000,  $1,448,000 and $1,642,000.  The increase during
the last six months  against  February 28, 2003 was  primarily  attributable  to
higher revenues and to a lower level of cost of sales and expenses. Reduction in
accounts receivable  contributed  $100,000 to the last six months' positive cash
flow generated by ongoing operations.

At August 31, 2003,  the Company had working  capital of  $2,487,000 as compared
with a working  capital at August 31, 2002 of $2,075,000.  At February 28, 2003,
the Company had a working  capital of  $2,194,000.  The  approximately  $293,000
increase  for the six months  ended August 31, 2003 was due mainly to a decrease
in accounts  payable made  possible by an improved cash inflow and to a decrease
in  pre-petition  accounts  payable which came about due to settlement of a debt
obligation to an unsecured creditor.

Forward-Looking Statements:

Information  in this Form 10-QSB,  including  any  information  incorporated  by
reference herein,  includes "forward looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Act of 1934, as amended, and is subject to the safe-harbor created by
such sections.  The Company's actual results may differ  significantly  from the
results discussed in such forward-looking statements.

                                       11
<PAGE>

Statements regarding:

o     sources and availability of liquidity;
o     expectations  regarding fluctuations in the general economy and variations
      in defense spending;
o     the Company's belief regarding changes in its book-to-bill ratio;
o     expectations  regarding the impact of certain  accounting  pronouncements;
      and
o     other statements contained in this report that address activities,  events
      or developments that the Company expects,  believes or anticipates will or
      may  occur in the  future,  and  similar  statements  are  forward-looking
      statements.

These  statements are based upon assumptions and analyses made by the Company in
light of current  conditions,  future developments and other factors the Company
believes are  appropriate in the  circumstances,  or  information  obtained from
third  parties  and  are  subject  to  a  number  of   assumptions,   risks  and
uncertainties.  Readers are cautioned  that  forward-looking  statements are not
guarantees of future performance and that actual results might differ materially
from those  suggested or projected in the  forward-looking  statements.  Factors
that may cause actual future events to differ significantly from those predicted
or assumed include, but are not limited to:

o     the loss of certification  or  qualification of the Company's  products or
      the inability of the Company to capitalize on such  certifications  and/or
      qualifications;
o     unexpected rapid technological change;
o     a  misinterpretation  of the  Company's  capital  needs  and  sources  and
      availability of liquidity;
o     a change in government  regulations which hinders the Company's ability to
      perform government contracts;
o     a shift in or misinterpretation of industry trends;
o     unforeseen  factors which impair or delay the development of any or all of
      its products;
o     inability to sustain or grow bookings and sales;
o     inability to capitalize on competitive strengths or a misinterpretation of
      those strengths;
o     the emergence of improved, patented technology by competitors;
o     a  misinterpretation  of the  nature  of the  competition,  the  Company's
      competitive strengths or its reputation in the industry;
o     inability to respond quickly to customers'  needs and to deliver  products
      in a timely manner resulting from unforeseen circumstances;
o     inability to generate sufficient cash to sustain operations;
o     failure of price or volume recovery;
o     failure to successfully  implement  cost-cutting  or downsizing  measures,
      strategic plans or the insufficiency of such measures and plans;
o     changes in military or defense appropriations;
o     inability   to  make  or   renegotiate   payments   under   the   Plan  of
      Reorganization;
o     inability to move into new market segments based on unforeseen  factors;
o     unexpected impediments affecting ability to fill backlog;
o     inability to be released from environmental liabilities;
o     an increase in the  expected  cost of  environmental  compliance  based on
      factors unknown at this time;
o     changes in law or industry regulation;
o     inability to sell certain properties or to obtain expected prices for such
      properties;
o     unexpected growth or stagnation of the business;
o     the results of the SEC investigation;
o     unforeseen   changes   that   render  the   Company's   headquarters   and
      manufacturing  facilities  unsuitable  or inadequate to meet the Company's
      current needs; and
o     unforeseen effects of inflation;  other unforeseen activities,  events and
      developments that may occur in the future.

                                       12
<PAGE>

                                   SIGNATURES


In accordance with the  requirements  of the Exchange Act the registrant  caused
this  report  to be  signed  on its  behalf  by the  undersigned,  therein  duly
authorized.




                                          SOLITRON DEVICES, INC.



Date: July 13, 2004                       /s/ Shevach Saraf
                                          -----------------------------
                                          By: Shevach Saraf
                                          Title: Chairman, President,
                                          Chief Executive Officer and
                                          Chief Financial Officer

                                       13
<PAGE>

                                 EXHIBIT INDEX



EXHIBIT NUMBER                    DESCRIPTION

31                         Certification  of Chief  Executive  Officer and Chief
                           Financial  Officer  pursuant  to  Section  302 of the
                           Sarbanes-Oxley Act of 2002.

32                         Certification  of Chief  Executive  Officer and Chief
                           Financial  Officer  pursuant  to  Section  906 of the
                           Sarbanes-Oxley Act of 2002.

                                       14