UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-QSB

(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, 2004

[ ]   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 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 January 7, 2005: 2,080,524.

Transitional Small Business Disclosure Format (check one):

Yes     No  X
   ---     ---

                                       1
<PAGE>

<TABLE>
<CAPTION>

                             SOLITRON DEVICES, INC.

                                      INDEX



<S>                                                                                                                <C>
PART I - FINANCIAL INFORMATION                                                                                   Page No.
------------------------------                                                                                   --------
Item            1.  Financial Statements (unaudited) :                                                             3-5

                    Consolidated Balance Sheets - November 30, 2004 and February 29, 2004                           3

                    Consolidated Statements of Operations - Three and Nine Months Ended                             4
                    November 30, 2004 and 2003

                    Consolidated Statements of  Cash Flows - Nine Months Ended                                      5
                    November 30, 2004 and 2003

                    Notes to Consolidated Financial Statements                                                     6-7

Item            2.  Management's Discussion and Analysis of Financial Condition and                                8-12
                    Results of Operations

Item            3.  Controls and Procedures                                                                         13

PART II - OTHER INFORMATION
---------------------------

Item            1.  Legal Proceedings                                                                               13


Item            6.  Exhibits                                                                                        13

Signatures                                                                                                          14
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                                                               November 30, 2004             February 29, 2004
                                                                               -----------------             -----------------
                                                                                 (Unaudited)                     (Audited)
                                                                                 (In thousands, except for share amounts)

        <S>                                                                       <C>                           <C>
ASSETS
         CURRENT ASSETS
         Cash and cash equivalents                                                 $ 1,836                        $ 1,883
         Accounts receivable                                                         1,225                            988
         Inventories                                                                 2,444                          2,416
         Prepaid expenses and other current assets                                      77                            164
                                                                                   -------                        -------
               TOTAL CURRENT ASSETS                                                $ 5,582                        $ 5,451

         PROPERTY, PLANT AND EQUIPMENT, net                                            600                            562

         OTHER ASSETS                                                                   59                             52
                                                                                   -------                        -------
               TOTAL ASSETS                                                        $ 6,241                        $ 6,065
                                                                                   =======                        =======

LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES
         Current portion of accrued environmental expenses                         $   985                        $   966
         Accounts payable, Post-petition                                               402                            409
         Accounts payable, Pre-petition, current portion                               819                            851
         Accrued expenses and other liabilities                                      1,186                          1,189
                                                                                   -------                        -------
               TOTAL CURRENT LIABILITIES                                             3,392                          3,415

        LONG-TERM LIABILITIES, net of current portion                                   13                             33
                                                                                   -------                        -------
                TOTAL LIABILITIES                                                    3,405                          3,448
                                                                                   -------                        -------


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 2,080,492
             and 2,076,357 shares issued and outstanding at                             21                            21
             November 30, 2004 and February 29, 2004 respectively
         Additional paid-in capital                                                  2,620                         2,620
         Accumulated earnings/(deficit)                                                195                           (24)
                                                                                   -------                       -------
                 TOTAL STOCKHOLDERS' EQUITY                                          2,836                         2,617
                                                                                   -------                       -------

                  TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                         $ 6,241                       $ 6,065
                                                                                   =======                       =======

                         The accompanying notes are an integral part of the financial statements.

</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                  Three Months Ended            Nine Months Ended
                                                      November 30,                 November 30,
                                               --------------------------    --------------------------
                                                  2004            2003           2004          2003
                                               -----------    -----------    -----------    -----------
                                               (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)
                                           (in thousands, except for share amounts and per share amounts)

<S>                                            <C>            <C>            <C>            <C>
NET SALES                                      $     1,909    $     1,859    $     5,796    $     5,868

Cost of Sales                                        1,580          1,513          4,700          4,715
                                               -----------    -----------    -----------    -----------

Gross Profit                                           329            346          1,096          1,153


Selling, general and administrative expenses           266            278            878            836
                                               -----------    -----------    -----------    -----------

Operating Income
                                                        63             68            218            317
                                               -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSE)
   Other Income & (Expense), Net                         5              5              5            139
   Interest Expense                                     (1)            (5)            (4)           (16)
                                               -----------    -----------    -----------    -----------
Other Income (Expense), Net                              4              0              1            123
                                               -----------    -----------    -----------    -----------

Net Income                                     $        67    $        68    $       219    $       440
                                               ===========    ===========    ===========    ===========

NET INCOME PER SHARE:Basic                     $      0.03    $      0.03    $      0.11    $      0.21
                                               -----------    -----------    -----------    -----------
                    :Diluted                   $      0.03    $      0.03    $      0.11    $      0.21
                                               -----------    -----------    -----------    -----------

WEIGHTED AVERAGE
SHARES OUTSTANDING:Basic                         2,070,783      2,070,362      2,070,783      2,070,362
                                               ===========    ===========    ===========    ===========
                  :Diluted                       2,070,783      2,204,013      2,070,783      2,204,013
                                               ===========    ===========    ===========    ===========

                          The accompanying notes are an integral part of the financial statements
</TABLE>

                                       4
<PAGE>


                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         NINE MONTHS ENDED NOVEMBER 30,




                                                      2004            2003
                                                     -------        -------
                                                    (Unaudited)   (Unaudited)
                                                        (in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                           $   219        $   440
                                                     -------        -------
Adjustments to reconcile net income to net cash
provided by operating activities:
      Depreciation and amortization                      139            141
      Cancellation of debt                                 0           (109)
      (Increase) Decrease in:
           Accounts receivable                          (236)           193
           Inventories                                   (29)           103
           Prepaid expenses
              and other current assets                    86             (7)
           Other assets                                   (7)             0
      Increase (Decrease)  in:
         Accounts payable                                 (7)          (174)
         Accounts payable - Pre-petition                 (32)           (41)
            Accrued expenses and other liabilities        (4)            48
                 Accrued environmental expenses           19             80
           Other long term liabilities                   (19)           (80)
                                                     -------        -------
NET CASH PROVIDED BY OPERATING ACTIVITIES                129            594
                                                     -------        -------

CASH FLOW FROM INVESTING ACTIVITIES:
      Additions to property, plant and equipment        (177)          (158)
                                                     -------        -------
NET CASH USED IN INVESTING ACTIVITIES                   (177)          (158)
                                                     -------        -------


NET (DECREASE)  INCREASE IN CASH                         (48)           436
                                                     -------        -------

CASH AT BEGINNING OF PERIOD                          $ 1,884        $ 1,448
                                                     -------        -------

CASH AT END OF PERIOD                                $ 1,836        $ 1,884
                                                     =======        =======


     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  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 29, 2004.

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 29, 2004.

3.    INVENTORIES:

As of November 30, 2004 net inventories consist of the following:

Raw Materials                      $ 1,417,000
Work-In-Process                      1,433,000
      Finished Goods                   177,000
                                   -----------
                 Gross Inventory     3,027,000
Reserve                               (583,000)
                                   -----------
                  Net Inventory    $ 2,444,000
                                   -----------

The raw materials inventory balance reflects purchases and material usage during
the period.  Cycle counts are performed in the raw materials  stockrooms  weekly
and monthly cycle count adjustments are recorded.  Work-in-process  inventory is
counted and adjusted semiannually. The finished goods inventory balance reflects
shipments from and transfers to the finished goods stockrooms during the period.
The inventory  reserve  balance is adjusted  semiannually  for  work-in-process,
monthly for finished  goods and annually for raw materials in  conjunction  with
physical inventory counts.


                                       6
<PAGE>

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

4.    RECENT ACCOUNTING PRONOUNCEMENTS:

Management  does not believe that any recently  issued,  but not yet  effective,
accounting  standards if currently  adopted would have a material  effect on the
accompanying  consolidated financial statements.  Also, management believes that
accounting  standards  adopted during fiscal year 2004 are not applicable to the
Company.

5.    INCOME TAXES:

At February  29,  2004,  the Company had net  operating  loss  carryforwards  of
approximately  $15,487,000  that expire through 2022. Such net operating  losses
are available to offset future taxable income,  if any. As of November 30, 2004,
the Company has net income of approximately $219,000 which will be offset by the
net operating  loss  carryforwards  resulting in no income tax liability for the
fiscal year.

6.    MATERIAL EVENTS:


As a result of  Hurricanes  Frances and  Jeanne,  the company was forced to stop
operations for fifteen calendar days and operated at a reduced production output
capacity for five additional business days.  Additionally,  the Company suffered
damage to  certain  of its  manufacturing  equipment.  Using  overtime  from its
existing workforce,  the Company was able to recover  approximately  $407,000 of
$497,000 sales lost while the plant was not  operational.  The Company still has
approximately  $90,000  of  shipments  to  recover  and  expects to do so in the
upcoming two months. Equipment damaged as a result of the storms has been, or is
in the  process  of  being,  repaired  or  replaced  at a cost of  approximately
$70,000.  It is uncertain  what amount,  if any, of insurance  proceeds  will be
available to offset these costs.

As  previously  disclosed  in the  Company's  filings  with the  Securities  and
Exchange  Commission  (the  "SEC"),  the  Southeast  Regional  Office of the SEC
conducted a formal  investigation  concerning the Company. The SEC investigation
focused on the propriety of the Company's past accounting.  The Company produced
documents to the SEC, and the SEC took sworn testimony from several individuals.
On October 4, 2004,  the SEC  advised  the Company  that it had  terminated  its
investigation and that no enforcement action has been recommended.

                                       7
<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  29,  2004 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.

Critical Accounting Policies:

Our financial  statements and accompanying notes are prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.  Preparing
financial  statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies.  Our critical  accounting policies include  inventories,  valuation of
plant,  equipment and intangible assets,  revenue recognition and accounting for
income taxes. A discussion of all of these critical  accounting  policies can be
found in the  "Management's  Discussion and Analysis of Financial  Condition and
Results  of  Operations"  section of our  Annual  Report on Form  10-KSB for the
fiscal year ended February 29, 2004.

Material Events:

As a result of  Hurricanes  Frances and  Jeanne,  the company was forced to stop
operations for fifteen calendar days and operated at a reduced production output
capacity for five additional business days.  Additionally,  the Company suffered
damage to  certain  of its  manufacturing  equipment.  Using  overtime  from its
existing workforce,  The Company was able to recover  approximately  $407,000 of
$497,000 sales lost while the plant was not  operational.  The Company still has
approximately  $90,000  of  shipments  to  recover  and  expects to do so in the
upcoming two months. Equipment damaged as a result of the storms has been, or is
in the  process  of  being,  repaired  or  replaced  at a cost of  approximately
$70,000.  It is uncertain  what amount,  if any, of insurance  proceeds  will be
available to offset these costs.

Trends and Uncertainties:

During the twelve months ended  November 30, 2004,  the  Company's  book-to-bill
ratio was  approximately  as follows:  three months 1.07; six months 0.82;  nine
months 0.85;  twelve months 0.97. The Company  believes that the overall decline
in the  book-to-bill  ratio,  current  quarter  notwithstanding,  may indicate a
specific trend in the demand for the Company's products as a result of delays in
contracts  awarded by the  Department  of Defense for programs  that the Company
participates in and also as a result of changes in government  military spending
priorities.  Also,  a major  contributing  factor  is the  fact  that a  leading
supplier of  semiconductor  die increased prices to a level 10 to 15 times above
normal since the beginning of calendar year 2004.  This price increase  requires
prime   contractors  to  renegotiate   their  contracts  with  their  customers,
contributing to additional delays and possible reduction in quantity of products
to be placed on order with the Company. Generally, the intake of orders over the
last two 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 for the foreseeable  future. 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.


                                       8
<PAGE>

Results of  Operations-Three  Months Ended  November 30, 2004  Compared to Three
Months Ended November 30, 2003:

Net sales for the three months ended November 30, 2004  increased  approximately
3% to $1,909,000 as compared to $1,859,000  for the three months ended  November
30,  2003.  This  increase  was  primarily  attributable  to a  higher  level of
shippable  orders,  as per the delivery  schedules  requested  by the  Company's
customers,  offset by the shutdown and reduced production output capacity caused
by Hurricanes Frances and Jeanne.  Approximately  $90,000 of shipments were lost
as a result of  Hurricanes  Frances  and Jeanne  (which the  Company  expects to
recover in the upcoming two months).

Cost of sales  for the  three  months  ended  November  30,  2004  increased  to
$1,580,000  from  $1,513,000 for the comparable  period in 2003.  Expressed as a
percentage  of  sales,  cost of  sales  increased  to 83%  from 81% for the same
periods.  This  increase as a percentage of sales was due mainly to increases in
labor costs that were  necessary to maintain the  Company's  shipping  schedules
which were negatively  affected by Hurricanes Frances and Jeanne.  Cost of sales
was also  higher due to  expenses  associated  with  repair and  replacement  of
equipment damaged during the storms.

Gross profit for the three months ended  November 30, 2004 decreased to $329,000
from $346,000 for the three months ended November 30, 2003.  Accordingly,  gross
margins on the  Company's  sales  decreased  to 17% for the three  months  ended
November 30, 2004 in comparison  to 19% for the three months ended  November 30,
2003. This change was due largely to increased labor and equipment repair costs.

For the three months ended November 30, 2004,  the Company  shipped 76,847 units
as compared with 57,268 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  3% for the three months ended
November  30, 2004 as compared to an increase of 14% for the three  months ended
November  30,  2003.  Changes in the  backlog  reflect  changes in the intake of
orders and in the  delivery  dates  required by  customers.  The backlog of open
orders was affected by shipments  lost due to Hurricanes  Frances and Jeanne and
by a decrease  in the level of  bookings  due to  increases  in  material  costs
mentioned in the Trends and Uncertainties Section.

The Company has experienced a decrease in the level of bookings of approximately
18% for the quarter  ended  November 30, 2004 as compared to the same period for
the previous year  principally as a result of a lower demand for its products in
this period.  The  decrease is also  attributed  to increases in material  costs
mentioned in the Trends and Uncertainties Section.

Selling,  general,  and  administrative  expenses  decreased to $266,000 for the
three months ended November 30, 2004 from $278,000 for the comparable  period in
2003. During the three months ending November 30, 2004,  selling,  general,  and
administrative expenses as a percentage of sales decreased to 14% as compared to
15% during the three months  ended  November  30,  2003.  This  decrease was due
primarily to a reduction in legal fees offset by higher wages.

Operating  Income for the three  months ended  November 30, 2004  decreased to a
profit of $63,000 from a profit of $68,000 for the three  months ended  November
30, 2003. This decrease is due largely to increased  labor and equipment  repair
costs as a result of Hurricanes Frances and Jeanne.

The Company  recorded a net other  income of $4,000 for the three  months  ended
November 30, 2004 versus a $0 net other income amount for the three months ended
November  30, 2003.  The  variance  was due  primarily to a reduction in accrued
interest on the Company's liability to its unsecured creditors.

Net income for the three months ended November 30, 2004 decreased to a profit of
$67,000 from a profit of $68,000 for the same period in 2003. The decrease was a
result  of  increased  cost of  sales  offset  by  lower  selling,  general  and
administrative expenses and lower accrued interest expense.

                                       9
<PAGE>

Results of  Operations-Nine  Months  Ended  November  30, 2004  Compared to Nine
Months Ended November 30, 2003:

Net sales for the nine months ended November 30, 2004 decreased approximately 1%
to $5,796,000 as compared to $5,868,000  for the nine months ended  November 30,
2003.  This decrease was primarily  attributable to a lower level of orders that
were  shipped in  accordance  with  customer  requirements.  Net sales were also
negatively  affected by the  shutdown  and reduced  production  output  capacity
caused by Hurricanes Frances and Jeanne.

Cost of  sales  for the  nine  months  ended  November  30,  2004  decreased  to
$4,700,000  from  $4,715,000 for the comparable  period in 2003.  Expressed as a
percentage  of  sales,  cost of  sales  increased  to 81%  from 80% for the same
periods in 2003.  This change was due mainly to increased  labor costs that that
were  necessary  to  maintain  the  Company's   shipping  schedules  which  were
negatively  affected  by  Hurricanes  Frances  and  Jeanne.  Cost of  sales as a
percentage  of sales  was  affected  by  expenses  associated  with  repair  and
replacement of equipment damaged during the storms.

Gross profit for the nine months ended November 30, 2004 decreased to $1,096,000
from $1,153,000 for the nine months ended November 30, 2003. Accordingly,  gross
margins  on the  Company's  sales  decreased  to 19% for the nine  months  ended
November 30, 2004 in  comparison  to 20% for the nine months ended  November 30,
2003.  This change was due  primarily to increased  labor and  equipment  repair
costs.

For the nine months ended November 30, 2004, the Company  shipped  233,540 units
as compared with 289,121 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  4% for the nine months  ended
November  30, 2004 as  compared  to a decrease  of 5% for the nine months  ended
November  30,  2003.  Changes in the  backlog  reflect  changes in the intake of
orders.  The  backlog  was also  affected by a decrease in the level of bookings
caused by increased  material  costs  mentioned in the Trends and  Uncertainties
Section.

The Company has experienced a decrease in the level of bookings of approximately
18% for the nine months  ended  November 30, 2004 as compared to the same period
for the previous year principally as a result of a lower demand for its products
in this period.  The decrease is also  attributed to increases in material costs
mentioned in the Trends and Uncertainties Section.

Selling, general, and administrative expenses increased to $878,000 for the nine
months ended November 30, 2004 from $836,000 for the comparable  period in 2003.
During  the  nine  months  ended  November  30,  2004,  selling,   general,  and
administrative  expenses as a percentage  of sales  increased to 15% as compared
with 14% for the nine  months  ended  November  30,  2003.  This  increase  as a
percentage of sales is due to higher wages and to higher legal fees.

Operating Income for the nine months ended November 30, 2004 decreased to a
profit of $218,000 from a profit of $317,000 for the nine months ended November
30, 2003. This decrease is primarily due to higher selling, general, and
administrative expenses and to higher labor and equipment repair costs as a
result of Hurricanes Frances and Jeanne.

The Company recorded a net other income of $1,000 for the nine months ended
November 30, 2004 versus a net other income of $123,000 for the nine months
ended November 30, 2003. The variance was due primarily to other income
resulting from the settlement of a debt obligation to an unsecured creditor
which was recorded in the quarter ended August 31, 2003.

Net income for the nine months ended  November 30, 2004 decreased to a profit of
$219,000 from a profit of $440,000 for the same period in 2003. This decrease is
mainly due to increased  selling  general and  administrative  expenses,  higher
labor and equipment  repair costs and other income resulting from the settlement
of a debt obligation to an unsecured  creditor which was recorded in the quarter
ended August 31, 2003.

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<PAGE>

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 adversely  affected in the short term
due to the  anticipated  lower level of revenue in the foreseeable  future.  The
Company's  liquidity is not  expected to improve  until the  Company's  revenues
increase to a level above its breakeven point.

Furthermore,  the  Company's  liquidity  continues to be  adversely  affected by
significant  recurring  payments  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
29, 2004.

The  Company is  required to make  quarterly  payments  to holders of  unsecured
claims until they receive 35 percent (35%) of their  pre-petition  claims. As of
November 30, 2004, the Company has paid approximately  $483,000 to its unsecured
creditors.  The Company's  remaining  obligation is approximately  $1,842,000 to
holders of allowed unsecured claims in quarterly installments.

The  Company  reported  a net  income of  $219,000  and an  operating  income of
$218,000  for  the  nine  months  ended  November  30,  2004.  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, 2004, February 29, 2004 and November 30, 2003 respectively,  the
Company had cash of $1,836,000,  $1,883,000 and $1,884,000.  The decrease during
the last nine months was primarily attributable to lower revenues. A decrease in
prepaid expenses contributed $89,000 to the last nine months' positive cash flow
generated by ongoing operations.

At November 30, 2004, the Company had working  capital of $2,190,000 as compared
with a working capital at November 30, 2003 of $2,527,000. At February 29, 2004,
the Company had a working  capital of  $2,036,000.  The  approximately  $154,000
increase  for the nine  months  ended  November  30,  2004 was due  mainly to an
increase in accounts  receivable.  The  approximately  $337,000 decrease for the
twelve  months  ended  November  30,  2004 was due to an increase in the current
portion of our  liability  to our  unsecured  creditors  and a  decrease  in net
inventory value.

Off-Balance Sheet Arrangements:

The Company is not involved in any off-balance sheet arrangements.

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 Exchange 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.

Statements regarding:

o     sources and availability of liquidity;

o     the  Company's  ability  to recover  sales lost as a result of  Hurricanes
      Frances and Jeanne;

o     the Company's expectations regarding its liquidity;

o     the Company's beliefs regarding the change in book-to-bill ratio

o     the Company's  expectations  regarding fluctuations in the general economy
      and  variations in defense  spending and the effects of such  fluctuations
      and variations on the intake of orders;

o     the Company's ability to generate  sufficient cash flow from operations to
      sustain operations;

o     the Company's  ability to implement  effective  cost-cutting or downsizing
      measures;

o     the   Company's   compliance   with   environmental   laws,   orders   and
      investigations and the future cost of such compliance;

                                       11
<PAGE>

o     implementation of the Plan of Reorganization  and the Company's ability to
      make payments required under the Plan of Reorganization;

o     the Company's belief regarding the  applicability of accounting  standards
      adopted during fiscal year 2004; 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     a potential loss of customers as a result of delayed  shipments due to the
      impact of Hurricanes Frances and Jeanne;

o     unexpected rapid technological change;

o     a  misinterpretation  of the  Company's  capital  needs  and  sources  and
      availability of liquidity;

o     any  increased  financial  impact to the Company as a result of Hurricanes
      Frances and Jeanne;

o     the Company's  inability to receive an adequate amount,  or any amount, of
      insurance  proceeds to cover the Company's  losses and/or costs  resulting
      from Hurricanes Frances and Jeanne;

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     any impairment or delay in 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,  of the Company's
      competitive strengths or of 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 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;  and

o     unexpected growth or stagnation of the business.

                                       12
<PAGE>

Item 3.  CONTROLS AND PROCEDURES

Based on the evaluation of the Company's  disclosure  controls and procedures as
of November  30, 2004,  Shevach  Saraf,  Chairman,  President,  Chief  Executive
Officer,  Treasurer and Chief  Financial  Officer of the Company,  has concluded
that the Company's  disclosure controls and procedures are effective in ensuring
that information  required to be disclosed by the Company in the reports that it
files or submits under the Securities  and Exchange Act of 1934, as amended,  is
recorded, processed, summarized and reported within the time period specified by
the Securities and Exchange Commission's rules and forms.

There were no changes in the Company's internal control over financial reporting
during the quarter ended  November 30, 2004 that has  materially  affected or is
reasonably  likely to  materially  affect the  Company's  internal  control over
financial reporting.

                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

As  previously  disclosed in the  Company's  filings with the SEC, the Southeast
Regional  Office of the SEC  conducted  a formal  investigation  concerning  the
Company.  The SEC  investigation  focused on the propriety of the Company's past
accounting.  The Company  produced  documents to the SEC, and the SEC took sworn
testimony  from  several  individuals.  On October 4, 2004,  the SEC advised the
Company that it terminated its  investigation  and that no enforcement  has been
recommended.

Item 6.  EXHIBITS

(a)      Exhibits

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<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:  January 11, 2005                             /s/ Shevach Saraf
                                                    --------------------------
                                                    Title:  Chairman, President,
                                                    Chief Executive Officer and
                                                    Chief Financial Officer


                                       14
<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.


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