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 May 31, 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 for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X]  No [_]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

Transitional Small Business Disclosure Format (check one):

Yes [_]  No [X]

                                       1
<PAGE>

                             SOLITRON DEVICES, INC.

                                     INDEX


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

Item   1. Financial Statements (unaudited):

          Consolidated Balance Sheets                                         3
          May 31, 2004 and February 29, 2004

          Consolidated Statement of Operations                                4
          Three Months Ended May 31, 2004 and 2003

          Consolidated Statements of Cash flows                               5
          Three Months Ended May 31, 2004 and 2003

          Notes to Consolidated Financial Statements                         6-7


Item   2. Management's Discussion and Analysis of Financial Condition and   8-11
          Results of Operations


Item   3. Controls and Procedures                                            11


PART II - OTHER INFORMATION


Item   1. Legal Proceedings                                                  12

Item   2. Changes in Securities                                              12

Item   3. Defaults Upon Senior Securities                                    12

Item   4. Submission of Matters to a Vote of Security Holders                12

Item   5. Other Information                                                  12

Item   6. Exhibits and Reports on Form 8-K                                   13

Signatures                                                                   14

                                       2
<PAGE>

                    SOLITRON DEVICES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        May 31, 2004  February 29, 2004
                                                        ------------  -----------------
                                                         (Unaudited)      (Audited)
                                                        (in thousands, except for share
                                                                    amounts)
<S>                                                     <C>            <C>
ASSETS
  CURRENT ASSETS
    Cash and cash equivalents                           $      1,958   $           1,883
    Accounts receivable                                          897                 988
    Inventories                                                2,440               2,416
    Prepaid expenses and other current assets                    166                 164
                                                        ------------   -----------------
       TOTAL CURRENT ASSETS                                    5,461               5,451

  PROPERTY, PLANT AND EQUIPMENT, net                             596                 562

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

       TOTAL ASSETS                                     $      6,109   $           6,065
                                                        ============   =================

LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Current portion of accrued environmental expenses  $        986   $             966
     Accounts payable - Post petition                            448                 409
     Accounts payable-Pre-petition, current portion              840                 851
     Accrued expenses and other liabilities                    1,200               1,189
                                                        ------------   -----------------
       TOTAL CURRENT LIABILITIES                               3,474               3,415

  LONG TERM LIABILITIES, net of current portion                   13                  33
                                                        ------------   -----------------

       TOTAL LIABILITIES                                       3,487               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, 2,076,351 shares issued and outstanding               21                  21
  Additional paid-in capital                                   2,620               2,620
  Accumulated deficit                                            (19)                (24)
                                                        ------------   -----------------

       TOTAL STOCKHOLDERS' EQUITY                              2,622               2,617
                                                        ------------   -----------------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $      6,109   $           6,065
                                                        ============   =================
</TABLE>

   The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>

                    SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                           THREE MONTHS ENDED MAY 31,



                                                          2004          2003
                                                          ----          ----
                                                       (Unaudited)   (Unaudited)
                                                       (in thousands, except for
                                                        share amounts and per
                                                            share amounts)

Net sales                                            $     1,934    $     2,000
Cost of sales                                              1,604          1,555
                                                     -----------    -----------
Gross profit                                                 330            445
Selling, general and administrative expenses                 318            248
                                                     -----------    -----------

Operating  income                                             12            197
                                                     -----------    -----------

Other  (expense) income
    Other (expense) income                                    (5)            21
     Interest expense                                         (2)            (5)
                                                     -----------    -----------
Net other (expense) income                                    (7)            16
                                                     -----------    -----------

Net income                                           $         5    $       213
                                                     ===========    ===========


INCOME PER SHARE OF COMMON STOCK:
                                      Basic          $     0.002    $      0.10
                                                     -----------    -----------
                                      Diluted        $     0.002    $      0.10
                                                     -----------    -----------
WEIGHTED AVERAGE SHARES OUTSTANDING:
                                      Basic            2,076,351      2,070,821
                                                     ===========    ===========
                                      Diluted          2,076,351      2,070,821
                                                     ===========    ===========

   The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>

                    SOLITRON DEVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           THREE MONTHS ENDED MAY 31,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                             2004        2003
                                                             ----        ----
                                                         (Unaudited) (Unaudited)

<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net  income                                             $         5   $       213
    Adjustments to reconcile net income to net cash
        provided by operating activities:
    Depreciation and amortization                                  42            15
    Changes in operating assets and liabilities:
        (Increase) Decrease in:
        Accounts receivable                                        92           114
        Inventories                                               (25)          (29)
        Prepaid expenses and other current assets                  (2)           21
        Increase (Decrease) in:
        Accounts payable                                           38          (174)
        Accounts payable - Pre-petition                           (11)            0
        Accrued expenses and other liabilities                     11            15
        Accrued environmental expenses                             19            30
        Other long term liabilities                               (19)          (30)
                                                          -----------   -----------
         NET CASH PROVIDED BY OPERATING ACTIVITIES                150           175
                                                          -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment                        (75)          (59)
                                                          -----------   -----------
         NET CASH USED IN INVESTING ACTIVITIES                    (75)          (59)
                                                          -----------   -----------

NET INCREASE IN CASH                                               75           116

CASH AT BEGINNING OF PERIOD                                     1,883         1,448
                                                          -----------   -----------

CASH AT END OF PERIOD                                     $     1,958   $     1,564
                                                          ===========   ===========
</TABLE>

    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.

The results of operations for the three-month  period ended May 31, 2004 are not
necessarily  indicative  of the  results  to be  expected  for the  year  ending
February 28, 2005.

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 May 31, 2004 net inventories consist of the following:

      Raw Materials                $1,472,000
      Work-In-Process               1,243,000
      Finished Goods                  291,000
                                   ----------
            Gross Inventories       3,006,000
      Reserve                        (566,000)
                                   ----------
            Net Inventories        $2,440,000
                                   ==========
<PAGE>

                                       6

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


3.    INVENTORIES (continued):

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 stockroom  during the period.
The inventory reserve balance is adjusted  semiannually for  work-in-process and
annually  for finished  goods and raw  materials in  conjunction  with  physical
inventory counts.

4.    RELATED PARTY TRANSACTIONS (STOCK OPTION AWARDS):

On May 17, 2004,  the Board of Directors  granted  stock  options to certain key
employees.  The options,  which will vest on May 16,  2005,  were for a total of
47,500  shares and the exercise  price was fixed at $1.05 per share (the closing
price on the  Over-The-Counter  Bulletin Board at the time of the grant). On the
same date, the Board of Directors  awarded Mr. Saraf 175,636  shares,  which are
fully  vested,  to replace  options that expired  during  fiscal year 2004.  The
exercise  price  was  fixed  at  $1.05  per  share  (the  closing  price  on the
Over-The-Counter  Bulletin Board at the time of the grant).  The Company did not
recognize any expense associated with this award.

5.    SUBSEQUENT EVENT:

The Company's  former  controller  filed a  "Whistleblower"  claim with the U.S.
Department of Labor, Occupational Safety & Health Administration (OSHA) pursuant
to Section 806 of the Sarbanes-Oxley Act of 2002, codified at 185 U.S.C. Section
1514A,  which is also known as the "Corporate and Criminal Fraud  Accountability
Act of 2002". The matter is being handled as an administrative proceeding before
OSHA.

Following an  investigation  of this matter by a duly  authorized  investigator,
OSHA issued its  Findings and  Preliminary  Order (the  "Findings")  on June 30,
2004. In the Findings, OSHA found that it was not reasonable to believe that the
Company violated 185 U.S.C. 1514A of the Sarbanes-Oxley Act. Additionally,  OSHA
determined  that since none of the  alleged  adverse  actions  were  linked to a
reprisal for voicing concerns protected under the  Sarbanes-Oxley  Act, the case
is to be dismissed. The Company's former controller has 30 days from the receipt
of the Findings to file  objections and request a hearing on the record,  or the
Findings will become final and not subject to court review.

6.     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.

                                       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.


Trends and Uncertainties:

During the three months ended May 31, 2004, the company's book-to-bill ratio was
approximately  .91,  reflecting a decrease in the volume of orders  booked.  The
Company does not believe that the change in the  book-to-bill  ratio indicates a
specific trend in the demand for the Company's products.  Generally,  the intake
of orders over the last  eighteen  months has varied  greatly as a result of the
fluctuations  in the general  economy and of variations  in defense  spending on
programs  the Company  supports,  which is  expected  to continue  over the next
twelve  months.  The Company  continues to identify means intended to reduce its
variable  manufacturing  costs to offset the  potential  impact of low volume of
orders  to be  shipped  should a slow  down in the  intake  of  orders  reoccur.
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 May 31, 2004 Compared to Three Months
Ended May 31, 2003:

Net sales for the three months ended May 31, 2004 decreased  approximately 3% to
$1,934,000  as compared to  $2,000,000  for the three months ended May 31, 2003.
This increase was primarily  attributable  to a lower level of scheduled  orders
that were shipped in accordance with customer requirements.

Cost of sales for the three  months ended May 31, 2004  increased to  $1,604,000
from $1,555,000 for the comparable period in 2003.  Expressed as a percentage of
sales, cost of sales increased to approximately  83% from  approximately 78% for
the same period in 2003.  This change was due primarily to increases in material
costs  (30% vs.  27%) and  indirect  labor  costs (10% vs.  8%)  expressed  as a
percentage of sales.

Gross profit for the three months ended May 31, 2004  decreased to $330,000 from
$445,000 for the three months ended May 31, 2003. Accordingly,  gross margins on
the Company's  sales decreased to  approximately  17% for the three months ended
May 31, 2004 in comparison to  approximately  22% for the three months ended May
31, 2003. This change was due partly to a lower level of shipments and partly to
increases  in  material  and  indirect  labor  costs as  shown in the  preceding
paragraph.

For the three  months ended May 31, 2004,  the Company  shipped  96,988 units as
compared with 154,722 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 might
not be a reliable indicator of the Company's performance.

The Company's  backlog of open orders  decreased  approximately 3% for the three
months ended May 31, 2004 as compared to an increase of approximately 5% for the
three months ended May 31, 2003.  Changes in the backlog  reflect changes in the
intake of orders.

The  Company  has   experienced   an  increase  in  the  level  of  bookings  of
approximately  37% for the  quarter  ended May 31,  2004 as compared to the same
period for the previous year  principally as a result of a higher demand for its
products in this period.

Selling,  general,  and  administrative  expenses  increased to $318,000 for the
three months ended May 31, 2004 from $248,000 for the comparable period in 2003.
During the three months ended May 31, 2004, selling, general, and administrative
expenses as a percentage  of sales  increased to  approximately  16% as compared
with approximately 12% for the three months ended May 31, 2003. This increase is
due in part to an approximately $47,000 increase in legal fees, $35,000 of which
is a result of our  dispute  with our  landlord  and  $12,000 as a result of the
ongoing formal  investigation by the SEC. The increase is also due in part to an
approximately  $17,000 increase in accounting fees,  $7,000 of which is a result
of the ongoing  formal  investigation  by the SEC and $10,000  resulting from an
increase in our fiscal year 2004 audit fee.

The Company  recorded an Operating  Income of $12,000 for the three months ended
May 31, 2004 compared to $197,000 for the three months ended May 31, 2003.  This
decrease is due primarily to a $66,000  decrease in sales, a $64,000 increase in
cost of sales and a $70,000  increase  in selling,  general  and  administrative
expenses.

The Company  recorded net other expense of $5,000 for the three months ended May
31, 2004 versus  $16,000 for the three months  ended May 31, 2003.  The decrease
was due  primarily  to  recognition  of $10,000  of other  expense  relating  to
accounts receivable adjustments.

Net income for the three  months ended May 31, 2004 was  approximately  equal to
$5,000 as compared to $213,000 for the same period in 2003. This decrease in net
income is mainly due to a $66,000  decrease in sales, a $64,000 increase in cost
of  sales,  and a  $70,000  increase  in  selling,  general  and  administrative
expenses.

                                       9
<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 next six to nine  months.
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 non-recurring expenses associated with the Company's 1993 bankruptcy
petition  obligations and the Company's  inability to obtain additional  working
capital  through  the sale of debt or  equity  securities.  For a more  complete
discussion of the Company's bankruptcy  obligations,  see "Business - Bankruptcy
Proceedings"  in the Company's  Form 10-KSB filed for the period ended  February
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
May 31,  2004,  the Company  has paid  approximately  $462,000 to its  unsecured
creditors.  The Company`s  remaining  obligation is approximately  $1,863,000 to
holders of allowed unsecured claims in quarterly installments.

The Company  reported a net income of $5,000 and operating income of $12,000 for
the three  months ended May 31, 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 May 31, 2004,  February 29, 2004 and May 31, 2003  respectively,  the Company
had cash of  $1,958,000,  $1,883,000  and  $1,564,000.  A reduction  in accounts
receivable  contributed  $92,000 to the last three  months'  positive  cash flow
generated by ongoing operations.

At May 31, 2004, the Company had working  capital of $1,987,000 as compared with
a working  capital at May 31, 2003 of  $2,332,000.  At February  29,  2004,  the
Company had a working capital of 2,036,000.  The approximately  $49,000 decrease
for the three months ended May 31, 2004 was due mainly to a decrease in accounts
receivable.

Off-Balance Sheet Arrangements:

We are 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 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 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;

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

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

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

o     implementation of the Plan of Reorganization  and the Company's ability to
      make payments  required under the Plan of  Reorganization  or otherwise to
      generate sufficient cash from operations or otherwise;

o     the Company's belief regarding the effect of recently issued,  but not yet
      effective, accounting standards; and

                                       10
<PAGE>

o     other statements contained in this report that address activities,  events
      of developments that the Company expects,  believes or anticipates will or
      may  occur in the  future,  and  similar  statements  are  forward-looking
      statements.

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

o     the loss of certification  or  qualification of the Company's  products or
      the inability of the Company to capitalize on such  certifications  and/or
      qualifications;

o     unexpected rapid technological change;

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

o     a change in government  regulations which hinders the Company's ability to
      perform government contracts;

o     a shift in or misinterpretation of industry trends;

o     unforeseen  factors which impair or delay the development of any or all of
      its products;

o     inability to sustain or grow bookings and sales;

o     inability to capitalize on competitive strengths or a misinterpretation of
      those strengths;

o     the emergence of improved, patented technology by competitors;

o     a  misinterpretation  of the  nature  of the  competition,  the  Company's
      competitive strengths or its reputation in the industry;

o     inability to respond quickly to customers'  needs and to deliver  products
      in a timely manner resulting from unforeseen circumstances;

o     inability to generate sufficient cash to sustain operations;

o     failure of price or volume recovery;

o     failure to successfully  implement  cost-cutting  or downsizing  measures,
      strategic plans or the insufficiency of such measures and plans;

o     changes in military or defense appropriations;

o     inability   to  make  or   renegotiate   payments   under   the   Plan  of
      Reorganization;

o     inability to 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; and

o     the results of the SEC investigation.

Changes   to  the   forward-looking   statements   are   based  on  the   actual
forward-looking  statements  in this Form 10-QSB and the actual risks  affecting
those particular forward-looking statements.


ITEM 3.  CONTROLS AND PROCEDURES

Based on the evaluation of the Company's  disclosure  controls and procedures as
of May 31, 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  significant  changes  in the  Company's  internal  control  over
financial  reporting  that has  materially  affected or is reasonably  likely to
materially affect the Company's internal control over financial reporting.

                                       11
<PAGE>

                          PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS:

The Company's  former  controller  filed a  "Whistleblower"  claim with the U.S.
Department of Labor, Occupational Safety & Health Administration (OSHA) pursuant
to Section 806 of the Sarbanes-Oxley Act of 2002, codified at 185 U.S.C. Section
1514A,  which is also known as the "Corporate and Criminal Fraud  Accountability
Act of 2002". The matter is being handled as an administrative proceeding before
OSHA.

Following an  investigation  of this matter by a duly  authorized  investigator,
OSHA issued its  Findings and  Preliminary  Order (the  "Findings")  on June 30,
2004. In the Findings, OSHA found that it was not reasonable to believe that the
Company violated 185 U.S.C. 1514A of the Sarbanes-Oxley Act. Additionally,  OSHA
determined  that since none of the  alleged  adverse  actions  were  linked to a
reprisal for voicing concerns protected under the  Sarbanes-Oxley  Act, the case
is to be dismissed. The Company's former controller has 30 days from the receipt
of the Findings to file  objections and request a hearing on the record,  or the
Findings will become final and not subject to court review.

The  Southeast  Regional  Office of the  Securities  and Exchange  Commission is
conducting  a formal  investigation  concerning  the Company.  To date,  the SEC
investigation has focused on the propriety of the Company's past accounting. The
Company has produced  documents to the SEC, and the SEC has taken and  continues
to take sworn testimony of several individuals. As of this date, the SEC has not
requested  a "Wells"  submission  from the  Company,  and has not  indicated  an
intention to file any civil or administrative  complaint against the Company. An
unfavorable  outcome of the SEC investigation may have a material adverse effect
on the Company's financial condition or results of operations.  At this time, we
are unable to conclude that the likelihood of an adverse  outcome is probable or
remote. We therefore are unable to express an opinion as to the likelihood of an
unfavorable outcome. We also are unable to express an opinion as to an amount or
range of potential loss.


ITEM 2.  CHANGES IN SECURITIES:

None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES:

See "Management's  Discussion and Analysis - Liquidity and Capital Resources" in
this Form 10-QSB and "Business - Bankruptcy  Proceedings"  in the Company's Form
10-KSB for the period ended February 29, 2004, for a discussion of the status of
payments pursuant to the Company's 1993 bankruptcy reorganization.


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

None


ITEM 5.  OTHER INFORMATION:

None

                                       12
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

a)    Exhibits

      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.

b)    Reports

      None

                                       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 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.

                                       15