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 November 30, 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 No.)
  incorporation or organization)

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

                                 (561) 848-4311
                           ---------------------------
                           (Issuer's telephone number)

                                       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 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 nine months  ended  November  30,  2003.  The  restatement  of
certain  items of the Company's  previously  filed Form 10-QSB for the three and
nine months  ended  November  30, 2003 is being made in order to (1) reflect the
settlement of a debt obligation to an unsecured  creditor and (2) revise related
disclosures.  Changes  related to these  items  have been made in the  following
items of the Form 10-QSB.

         PART I - FINANCIAL INFORMATION                                 Page No.

Item  1. Financial Statements (unaudited):

         Consolidated Balance Sheet - November 30, 2003
         and February 28, 2003                                                3

         Consolidated Statements of Operations - Three and
         Nine Months Ended November 30, 2003 and 2002                         4


         Consolidated Statements of Cash Flows  - Nine
         Months Ended November 30, 2003 and 2002                              5


         Notes to Consolidated Financial Statements                          6-8

Item  2. Management's Discussion and Analysis of Financial
         Condition and  Results of Operations                               9-13


Signatures                                                                   14


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM  1. FINANCIAL STATEMENTS

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                  November 30,     February 28,
                                                                                     2003             2003
                                                                                ---------------- ----------------
                                                                                 (Unaudited)        (Audited)
                                                                                          (in thousands)
<S>                                                                                  <C>             <C>
ASSETS
         CURRENT ASSETS
         Cash and cash equivalents                                                   $ 1,884         $ 1,448
         Accounts receivable, less allowance for doubtful accounts of $3,000             859           1,052
         Inventories                                                                   2,766           2,869
         Prepaid expenses and other current assets                                       146             139
                                                                                     -------         -------
               TOTAL CURRENT ASSETS                                                    5,655           5,508

         PROPERTY, PLANT AND EQUIPMENT, net                                              585             568

         OTHER ASSETS                                                                     52              52
                                                                                     -------         -------
               TOTAL ASSETS                                                          $ 6,292         $ 6,128
                                                                                     =======         =======

LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES:
         Current portion of accrued environmental expenses                           $   936         $   846
         Accounts payable, Post-petition                                                 375             549
         Accounts payable, Pre-petition, current portion                                 650             800
         Accrued expenses and other liabilities                                        1,167           1,119
                                                                                     -------         -------
               TOTAL CURRENT LIABILITIES                                               3,128           3,314

        LONG-TERM LIABILITIES, net of current portion                                    274             364
                                                                                     -------         -------
               TOTAL LIABILITIES                                                      3,402           3,678
                                                                                     -------         -------
         COMMITMENTS AND CONTINGENCIES                                                   -0-             -0-

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
             2,070,362 shares issued and outstanding                                      21              21
         Additional paid-in capital                                                    2,617           2,617
         Accumulated earnings/(deficit)                                                  252            (188)
                                                                                     -------         -------
                 TOTAL STOCKHOLDERS' EQUITY                                            2,890           2,450
                                                                                     -------         -------
                  TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $ 6,292         $ 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 November 30,          Nine Months Ended November 30,
                                                -------------------------------          ------------------------------
                                                   2003                2002                2003                2002
                                                   ----                ----                ----                ----
                                                (Unaudited)         (Unaudited)         (Unaudited)         (Unaudited)
                                                              (in thousands, except for per share amounts)
<S>                                             <C>                 <C>                 <C>                 <C>
NET SALES                                       $     1,859         $     1,821         $     5,868         $     5,449
Cost of Sales                                         1,513               1,495               4,715               4,449
                                                  ---------           ---------           ---------           ---------
Gross Profit                                            346                 326               1,153               1,000

Selling, general and administrative expenses
                                                        278                 277                 836                 826
                                                  ---------           ---------           ---------           ---------
Operating Income/(Loss)
                                                         68                  49                 317                 174
                                                  ---------           ---------           ---------           ---------
OTHER INCOME (EXPENSE):
   Other Income                                           6                   8                 140                  39

   Interest Expense                                      (5)                (13)                (16)                (39)
   Other, net
                                                         (1)                 (2)                 (1)                 (7)
                                                  ---------           ---------           ---------           ---------
Other Income/(Expense) Net
                                                          0                  (7)                123                  (7)
                                                  ---------           ---------           ---------           ---------
Net Income/(Loss)                               $        68         $        42         $       440         $       167
                                                  =========           =========           =========           =========
INCOME/(LOSS) PER SHARE: Basic                  $      0.03         $      0.02         $      0.21         $      0.08
                       : Diluted                $      0.03         $      0.02         $      0.20         $      0.08
WEIGHTED AVERAGE
SHARES OUTSTANDING: Basic                         2,070,362           2,070,378           2,070,362           2,070,378
                  : Diluted                       2,204,086           2,204,013           2,204,086           2,204,013
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       4
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                            Nine Months Ended November 30,
                                                                2003            2002
                                                               -------         -------
                                                             (Unaudited)     (Unaudited)
                                                                    (in thousands)
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net profit (loss)                                      $   440         $   167
                                                               -------         -------
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
        Depreciation and amortization                              141             130
        Cancellation of debt                                      (109)
            (Increase)/Decrease in:
               Accounts Receivable                                 193              94
               Inventories                                         103               5
               Prepaid Expenses
                 and other current assets                           (7)             (7)
               Due from SV Microwave                                 0               1
               Other Assets                                          0              (1)
            Increase/(Decrease) in:
               Accounts Payable                                   (174)            100
               Accounts Payable - Pre-petition                     (41)            (35)
               Accrued Expenses and other liabilities               48              77
                 Accrued Environmental Expenses                     80              81
               Other Long Term Liabilities                         (80)            (77)
                                                               -------         -------

Total adjustments                                                  154             368
                                                               -------         -------

        Net cash provided by
        operating activities                                       594             535
                                                               -------         -------

CASH FLOW FROM INVESTING ACTIVITIES:
        Additions to property, plant and equipment                (158)           (252)
                                                               -------         -------

               Net cash used in investing activities              (158)           (252)
                                                               -------         -------

NET INCREASE (DECREASE) IN CASH                                    436             283
CASH AT BEGINNING OF PERIOD                                    $ 1,448         $ 1,335
                                                               -------         -------
CASH AT END OF PERIOD                                          $ 1,884         $ 1,618
                                                               =======         =======
</TABLE>

Supplemental  cash flow  disclosure:  Interest paid during the nine months ended
November 30, 2003 and 2002 was approximately $0 and $39,000 respectively.

    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
nine month periods ended  November 30, 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 in accordance  with the rules and  regulations  of the  Securities  and
Exchange  Commission for reporting on Form 10-QSB. In accordance with 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. The Company and its  subsidiaries  might be required
to  incur  costs  to  comply  with  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 November 30, 2003 net inventories consist of the following:


Raw Materials                                  $1,497,000
Work-In-Process                                 1,297,000
   Finished Goods                                  76,000
                                               ----------
         Gross Inventory                        2,870,000
Reserve                                          (104,000)
                                               ----------
         Net Inventory                        $2,766,000
                                               ----------



                                       6
<PAGE>

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

4.    INCOME TAXES:

For the nine months ended  November 30, 2003, the Company would expect an income
tax  liability  of  approximately  $150,000.  However,  because of a tax benefit
resulting  from net operating  loss carry  forwards  amounting to  approximately
$15,000,000,  the Company  will not  recognize  any current tax  liability.  The
Company does not expect to use up this tax benefit in the foreseeable future.

5.    CONCENTRATION OF RISK:

For the nine months ended  November 30, 2003, the Company has two customers that
made up approximately 34% of the total outstanding  accounts receivables and 52%
of net sales. These customers are in good standing as of November 30, 2003.

6.    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    $759,000
Adjustment                                                            (109,000)
                                                                      --------
Pre-petition accounts payable, current portion, as restated           $650,000
                                                                      ========

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.


                                       7
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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.

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,  thin  film  resistors  and  other  related  products.  Most of the
Company's  products are custom made in accordance  with 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  fiscal  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 nine months ended November 30, 2003, the Company's book-to-bill ratio
was  approximately  1.03,  reflecting an increase in the volume of orders booked
when compared to the nine months ended November 30, 2002.

The intake of orders over the last twelve months has decreased approximately 5%.
Shipments  have  increased  9% over the last twelve  months.  As a result of the
current economy and the level of defense  spending on the defense  programs that
the Company  participates  in, it is anticipated that the sales and order intake
will decrease over the next twelve months.  Should the level of order intake and
shipments fall significantly below current levels, 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  November 30, 2003  Compared to Three
Months Ended November 30, 2002:

Net sales for the three months ended November 30, 2003  increased  approximately
1.8% to $1,859,000 as compared to $1,821,000 for the three months ended November
30,  2002.  This  increase  was  primarily  attributable  to a  higher  level of
shippable  orders,  as per the delivery  schedules  requested  by the  Company's
customers.

Cost of sales  for the  three  months  ended  November  30,  2003  increased  to
$1,513,000  from  $1,495,000 for the comparable  period in 2002.  Expressed as a
percentage  of  sales,  Cost of  sales  decreased  to 81%  from 82% for the same
periods.  This  decrease as a percentage of sales was due mainly to decreases in
material and labor costs that were dictated by the  requirements  of the shipped
product mix.

Gross profit for the three months ended  November 30, 2003 increased to $346,000
from $326,000 for the three months ended November 30, 2002.  Accordingly,  gross
margins on the  Company's  sales  increased  to 19% for the three  months  ended
November 30, 2003 in comparison  to 18% for the three months ended  November 30,
2002. This change was due largely to decreased material and labor costs.


                                       9
<PAGE>

For the three months ended November 30, 2003,  the Company  shipped 57,268 units
as compared with 111,857 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.

The  Company's  backlog of open orders  increased 14% for the three months ended
November  30, 2003 as compared to an increase of 73% for the three  months ended
November 30, 2002.  Such  changes in the backlog are  customary  and reflect the
changes in the intake of orders and in the delivery dates required by customers.

The Company has experienced a decrease in the level of booking of  approximately
40% for the quarter  ended  November 30, 2003 as compared to the same period for
the previous  year.  Changes in the level of orders  booked  depend,  to a large
extent,  on the timing of  issuance  of orders  from key  customers  and are not
necessarily indicative of a trend.

Selling, general, and administrative expenses increased slightly to $278,000 for
the three months ended November 30, 2003 from $277,000 for the comparable period
in 2002. During the three months ended November 30, 2003, selling,  general, and
administrative  expenses as a percentage of sales remained at 15% as compared to
the three months ended November 30, 2002.

Operating  Income for the three  months ended  November 30, 2003  increased to a
profit of $68,000 from a profit of $49,000 for the three  months ended  November
30, 2002. This increase is due largely to decreased material and labor costs.

The  Company  recorded  a net other  expense  of $0 for the three  months  ended
November 30, 2003 versus a $7,000 net other expense  amount for the three months
ended  November 30, 2002.  The variance was due  primarily to an increase in the
Company's  interest  income,  which resulted from a larger average invested cash
balance.

Net income for the three months ended November 30, 2003 increased to a profit of
$68,000 from a profit of $42,000 for the same period in 2002.  This  increase is
due largely to decreased material and labor costs.

Results of  Operations-Nine  Months  Ended  November  30, 2003  Compared to Nine
Months Ended November 30, 2002:

Net sales for the nine months ended November 30, 2003 increased approximately 8%
to $5,868,000 as compared to $5,449,000  for the nine months ended  November 30,
2002.  This increase was primarily  attributable  to a higher level of shippable
orders, as per the delivery schedules requested by the Company's customers.

Cost of  sales  for the  nine  months  ended  November  30,  2003  increased  to
$4,715,000  from  $4,449,000 for the comparable  period in 2002.  Expressed as a
percentage  of  sales,  Cost of  sales  decreased  to 80%  from 82% for the same
periods.  This change was due mainly to  reductions  in material and labor costs
that were dictated by the requirements of the shipped product mix.

Gross profit for the nine months ended November 30, 2003 increased to $1,153,000
from $1,000,000 for the nine months ended November 30, 2002. Accordingly,  gross
margins  on the  Company's  sales  increased  to 20% for the nine  months  ended
November 30, 2003 in  comparison  to 18% for the nine months ended  November 30,
2002.  This change was due partly to a higher level of  shipments  and partly to
reductions in material and labor costs.

For the nine months ended November 30, 2003, the Company  shipped  289,121 units
as compared with 435,223 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.

The  Company's  backlog of open orders  decreased  5% for the nine months  ended
November  30, 2003 as  compared to an increase of 15% for the nine months  ended
November 30, 2002.  Such  changes in the backlog are  customary  and reflect the
changes in the intake of orders and in the delivery dates required by customers.



                                       10
<PAGE>

The Company has experienced a decrease in the level of booking of  approximately
12% for the nine months  ended  November 30, 2003 as compared to the same period
for the previous year.  Changes in the level of orders booked depend, to a large
extent,  on the timing of  issuance  of orders  from key  customers  and are not
necessarily indicative of a trend.

Selling, general, and administrative expenses increased to $836,000 for the nine
months ended November 30, 2003 from $826,000 for the comparable  period in 2002.
During  the  nine  months  ending  November  30,  2003,  selling,  general,  and
administrative  expenses as a percentage  of sales  decreased to 14% as compared
with 15% for the nine  months  ended  November  30,  2002.  This  decrease  as a
percentage of sales is due to lower salaries and to lower legal fees.

Operating  Income for the nine months  ended  November  30, 2003  increased to a
profit of $317,000 from a profit of $174,000 for the nine months ended  November
30, 2002. This increase is mainly due to a higher gross profit.

The Company  recorded a net other  income of $123,000  for the nine months ended
November 30, 2003 versus a net other expense of $7,000 for the nine months ended
November 30, 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 nine months ended  November 30, 2003 increased to a profit of
$440,000 from a profit of $167,000 for the same period in 2002. This increase is
due to a higher sales volume,  reductions in material and labor costs, and other
income of  $109,000  due to  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  due  to the
anticipated level of revenue in the next twelve months. 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  adversely  affected 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  or  the  sale  of
non-operating assets.

Pursuant to such bankruptcy,  the Company is required to make quarterly payments
to holders of unsecured  claims until such holders  receive 35 percent  (35%) of
their  pre-petition  claims.  At November  30,  2003,  the Company is  currently
scheduled to pay approximately $1,791,000 to holders of allowed unsecured claims
in quarterly  installments of approximately  $62,000.  After making the November
30, 2003 payment,  the Company has paid approximately  $439,000 to its unsecured
creditors.  The Company expects to continue  making these quarterly  payments at
the same rate as it has done recently,  but its ability to do so depends largely
upon its  ability  to  generate  sufficient  cash  from  operations.  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.

On June 26, 2002, the Company executed an agreement with Port Salerno Industrial
Park,  LLC,  for  the  sale of the  Solitron  Microwave  Superfund  Site in Port
Salerno,  Florida,  which consists of a 42,000 square foot building and 23 acres
of undeveloped  land. The purchase price for the property was $800,000,  and the
closing of the sale was required to take place within 330 days of the  execution
of the  agreement,  provided  certain  contingencies  are met.  The Port Salerno
property  was sold on  March  17,  2003 and the  proceeds  were  distributed  in
accordance with the agreement  between USEPA and FDEP.  After deducting  amounts
required to satisfy  certain  non-environmental  liens on the property,  such as
those for taxes,  and certain of the Company's  expenses in connection  with the
sale of the  property,  the net  proceeds  of the  sale  were  paid to the  U.S.
Environmental   Protection  Agency  ("USEPA")  and  the  Florida  Department  of
Environmental  Protection  ("FDEP") to release certain liens on the property for
costs incurred by USEPA in connection with the  investigation and remediation of
the site. The Consent Final Judgment  between the Company and FDEP,  dated as of
October  21,  1993,  may need to be modified by the parties to allow for the net
proceeds  to go to USEPA.  FDEP and USEPA have  reached an  agreement  regarding
sharing of the proceeds on the sale of the Port Salerno property. The release of
USEPA's lien does not  discharge the  Company's  alleged  liability for clean-up
costs of the site, which are currently still under negotiation with USEPA.

For a more definitive  description of  environmental  matters  pertaining to the
Port Salerno property, please refer to "Business--Environmental  Liabilities" in
the Company's Annual Report on Form 10-KSB for the year ended February 28, 2003.


                                       11
<PAGE>

The  Company  reported  a net  income of  $440,000  and an  operating  income of
$317,000  for  the  nine  months  ended  November  30,  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 November 30, 2003, February 28, 2003 and November 30, 2002 respectively,  the
Company had cash of $1,884,000,  $1,448,000 and $1,618,000.  The increase during
the last three months was primarily attributable to higher revenues and to lower
expenses. Reduction in accounts receivable contributed $193,000 to the last nine
months' positive cash flow generated by ongoing operations.

At November 30, 2003, the Company had working  capital of $2,527,000 as compared
with a working capital at November 30, 2002 of $2,024,000. At February 28, 2003,
the Company had a working  capital of  $2,194,000.  The  approximately  $333,000
increase for the nine months ended November 30, 2003 was due mainly to increases
in cash and accounts receivable.

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 could differ significantly from the
results discussed in such forward-looking statements.

Statements regarding:

      o     sources and availability of liquidity;
      o     the Company's estimates regarding the decrease of sales and order
            intake over the next twelve months;
      o     the Company's estimates regarding income taxes;
      o     the Company's expectations regarding the impact of certain recent
            accounting pronouncements;
      o     the Company's expectations regarding the implementation of further
            cost cutting or downsizing measures;
      o     the Company's compliance with environmental laws, orders and
            investigations and the future costs of such compliance;
      o     the Company's ability to make payments required under its Plan of
            Reorganization; and
      o     other statements contained in this report that address activities,
            events of developments that the Company expects, believes or
            anticipates will or could 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  could  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;


                                       12
<PAGE>

      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 Company's 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.


                                       13
<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,  thereunto  duly
authorized.


                                        SOLITRON DEVICES, INC.

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


                                       14
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NUMBER   DESCRIPTION
--------------   -----------

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

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


                                       15