8-K

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

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

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 17, 2003
                                                           -------------

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

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


            New York                       0-3319             13-1784308
            --------                       ------             ----------
    (State or other jurisdiction        (Commission          (IRS Employer
    of incorporation)                   File Number)         Identification No.)


One Commerce Park, Valhalla, NY                                      10595
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)


Registrant's telephone number, including area code:  (914) 686-3600
                                                     --------------


          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)







Item 5.     Other Events.
            ------------

            The  Board  of  Directors  of Del  Global  Technologies  Corp.  (the
"Company")  voted to terminate the Rights  Agreement,  dated as of September 10,
2001 (the  "Rights  Agreement")  by and between the Company and Mellon  Investor
Services  LLC, as Rights Agent (the "Rights  Agent").  The  termination  will be
effective on September  30, 2003.  The plan will be  terminated  by amending the
Rights  Agreement  to  accelerate  the  expiration  date  of the  rights  issued
thereunder.  Under the terms of the  amendment,  the rights  will  expire at the
close of business on September  30, 2003,  rather than on September 17, 2011, as
initially provided.

            The terms of the amendment to the Rights  Agreement are set forth in
Amendment  No. 1 to Rights  Agreement,  dated as of July 25,  2003,  between the
Company and the Rights  Agent,  a copy of which is being  filed as Exhibit  4.01
hereto and is incorporated herein by reference.

            On July 17, 2003,  the Company's  Board of Directors  voted to amend
the Company's  by-laws.  This amendment  allows  stockholders who own 25% of the
Company's stock to call a special meeting,  which must be held within 60 days of
notice.  The amended  provisions of the By-Laws may not be changed again without
stockholder approval. Attached hereto as Exhibit 3.01 and incorporated herein by
reference  is a copy of Amendment  No. 1 to the Amended and Restated  By-Laws of
the Company.

            In addition, a press release issued by the Company on July 29, 2003,
in connection with the amendments to the Rights Agreement and the by-laws, which
also  includes the  Company's  financial  and  operating  outlook for the fourth
quarter  ended  August 1, 2003,  is being filed as Exhibit  99.01  hereto and is
incorporated herein by reference.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.
            -------------------------------------------------------------------

(a)         Financial Statements of Business Acquired

            Not Applicable.

(b)         Pro Forma Financial Information

            Not Applicable.

(c)         Exhibits

            3.01   Amendment  No.  1 to  Amended  and  Restated  By-Laws  of the
                   Company, dated July 17, 2003

            4.01   Amendment  No. 1 to  Rights  Agreement,  dated as of July 25,
                   2003, between the Company and Mellon Investor Services LLC as
                   Rights Agent.

            99.01  Press  Release  dated July 29,  2003,  issued by the  Company
                   announcing termination of the Rights Agreement, the amendment
                   of the Company's  by-laws and announcing the Company's fourth
                   quarter outlook for fiscal 2003.

                                       2





                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

            Dated:  July 30, 2003

                                             DEL GLOBAL TECHNOLOGIES CORP.


                                            By: /s/ Samuel E. Park
                                                --------------------------------
                                                Samuel E. Park
                                                President and Chief Executive
                                                Officer

                                       3





                                  EXHIBIT INDEX
                                  -------------

          Exhibit No.                      Description
          -----------                      -----------

            3.01             Amendment No. 1 to Amended and Restated  By-Laws of
                             the Company, dated July 17, 2003.

            4.01             Amendment  No. 1 to Rights  Agreement,  dated as of
                             July 25,  2003,  between  the  Company  and  Mellon
                             Investor Services LLC as Rights Agent

            99.01            Press  Release  dated July 29,  2003  issued by the
                             Company   announcing   termination  of  the  Rights
                             Agreement,  the amendment of the Company's  by-laws
                             and announcing the Company's fourth quarter outlook
                             for fiscal 2003.

                                       4

EX-3.01

                                                                    EXHIBIT 3.01



                             AMENDMENT NO. 1 TO THE
                              AMENDED AND RESTATED
                                     BY-LAWS
                                       of
                          DEL GLOBAL TECHNOLOGIES CORP.
                          -----------------------------
                            (a New York Corporation)

                               Dated July 17, 2003

            The By-laws of Del Global Technologies Corp. (the "Corporation") are
amended as follows,  said  amendment  having been  approved by a majority of the
directors at a meeting held on July 17, 2003:

            1.  Article  II,  Section 3,  titled  "Special  Meetings"  is hereby
deleted in its entirety and replaced with the following:

                         Special meetings of the shareholders shall be
               held at the principal  office of the Corporation in the
               State of New York,  or at such  other  place  within or
               without the State of New York as may be  designated  in
               the notice of said  meeting.  Special  meetings  of the
               shareholders,  for any purpose or purposes,  (a) may be
               called  at any  time by the  Board  of  Directors,  the
               Chairman  of the Board or the  President,  (b) shall be
               called by the  Chairman  of the Board or the  Secretary
               upon the written request of the holders of at least 25%
               of the shares of the Corporation issued and outstanding
               and entitled to vote  thereat,  or (c) may be called as
               otherwise required under the provisions of the Business
               Corporation Law. In the event that a special meeting of
               shareholders  is  called  pursuant  to  subsection  (b)
               hereof,  such  meeting  shall be held within sixty (60)
               days of the receipt by the  Corporation  of the written
               request of the  shareholders.  The request  shall state
               the date,  time,  place and  purpose or purposes of the
               proposed  meeting.  The  only  business  which  may  be
               transacted at a special meeting is that relating to the
               purpose or purposes  set forth in the notice or waivers
               of notice thereof.  This Article II, Section 3 may only
               be amended by the affirmative vote of a majority of the
               shares of the  Corporation  issued and  outstanding and
               entitled to vote.

            2. Article XI titled  "Amendments" is hereby deleted in its entirety
and replaced with the following:

                         With the exception of Article II,  Section 3,
               which  may only be  amended  or  repealed  as  provided
               therein,  these  By-Laws  may be amended or repealed or
               additional By-Laws adopted by the Board of Directors by







               the vote of a majority  of the  directors  present at a
               meeting at which a quorum is  present,  except that the
               Board  shall not have the  power to adopt  any  By-Laws
               which by statute only the shareholders have power to so
               adopt.  These By-Laws,  and any amendments  thereto and
               new By-Laws  adopted by the Board of  Directors  may be
               amended or repealed or  additional  By-Laws  adopted by
               the shareholders  entitled to vote thereon.  The notice
               of any  meeting  of  shareholders  at which  action  to
               amend,  repeal or adopt any By-Laws or By-Laws proposed
               to be taken,  shall  include  notice  of such  proposed
               amendment, repeal or adoption.

            The amendments  contained  herein shall become effective on July 29,
2003.  Except as herein amended,  the terms and provisions of the By-laws of the
Corporation will remain unmodified and in full force and effect.



                                      Del Global Technologies Corp.



                                      By: /s/ Thomas V. Gilboy
                                          --------------------
                                          Thomas V. Gilboy
                                          Secretary

EX-4.01

                                                                    EXHIBIT 4.01

                                 AMENDMENT NO. 1

                                       to

                                RIGHTS AGREEMENT

             AMENDMENT NO. 1 dated as of July 25, 2003 (this "AMENDMENT") to the
Rights Agreement dated as of September 10, 2001 (the "RIGHTS AGREEMENT") between
DEL GLOBAL TECHNOLOGIES CORP., a New York corporation (the "COMPANY"), and
MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights
Agent (the "Rights Agent").

            WHEREAS,  the Company and the Rights Agent have  previously  entered
into the Rights Agreement;

            WHEREAS, pursuant to Section 27 of the Rights Agreement,  prior to a
Distribution  Date (as  defined in the Rights  Agreement),  the Company may from
time to time supplement or amend any provision of the Rights  Agreement  without
the  approval of any holders of Rights in  accordance  with the terms of Section
27;

            WHEREAS, a Distribution Date has not occurred as of the date hereof;
and

            WHEREAS, the Board of Directors of the Company has determined that
it is in the best interests of the Company and its shareholders to amend the
Rights Agreement as hereinafter set forth and has duly approved this Amendment
and authorized its execution and delivery;

            NOW, THEREFORE, the parties hereto agree as follows:

            1. All  capitalized  terms used  herein,  unless  otherwise  defined
herein, shall have the meanings given to them in the Rights Agreement,  and each
reference  in the Rights  Agreement  to "this  Agreement",  "hereof",  "herein",
"hereunder"  or "hereby"  and each other  similar  reference  shall be deemed to
refer to the Rights Agreement as amended hereby.

            2. Section 1 of the Rights  Agreement is hereby  amended by amending
and restating the definition of "Final  Expiration Date" to read in its entirety
as follows:

            "Final Expiration Date" shall mean September 30, 2003.

            3. Exhibit A to the Rights  Agreement is hereby  amended by amending
and restating  such Exhibit to read in its entirety as set forth in Attachment 1
hereto.

            4. Exhibit B to the Rights  Agreement is hereby  amended by amending
and restating  such Exhibit to read in its entirety as set forth in Attachment 2
hereto.

            5. This  Amendment  shall be deemed to be a contract  made under the
laws of the  State of New York and for all  purposes  shall be  governed  by and
construed in accordance  with the laws of such State  applicable to contracts to
be made and performed entirely within such State.







            6. This Amendment may be executed in any number of counterparts  and
each of such  counterparts  shall for all  purposes be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.

            7. Except as expressly  amended hereby,  the Rights  Agreement shall
remain in full force and effect.

                  [Remainder of Page Intentionally Left Blank]







            IN WITNESS WHEREOF,  this Amendment is executed as of the date first
set forth above.



                                    DEL GLOBAL TECHNOLOGIES CORP.


                                    By:  /s/ Thomas V. Gilboy
                                         ---------------------
                                         Name:  Thomas V. Gilboy
                                         Title: Secretary


                                    MELLON INVESTOR SERVICES LLC

                                    By: /s/ Frank R. Misciagna
                                        --------------------------------
                                        Name:  Frank R. Misciagna
                                        Title: Assistant Vice President







                                  ATTACHMENT 1

                                    EXHIBIT A

                           FORM OF RIGHTS CERTIFICATE

Certificate No. R-                                             __________ Rights

NOT  EXERCISABLE  AFTER THE EARLIER OF (i)  SEPTEMBER  30,  2003,  (ii) THE DATE
TERMINATED  BY THE  COMPANY OR (iii) THE DATE THE COMPANY  EXCHANGES  THE RIGHTS
PURSUANT TO THE RIGHTS AGREEMENT.  THE RIGHTS ARE SUBJECT TO REDEMPTION,  AT THE
OPTION OF THE  COMPANY,  AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.  UNDER  CERTAIN  CIRCUMSTANCES,   RIGHTS  BENEFICIALLY  OWNED  BY  AN
ACQUIRING  PERSON OR AN AFFILIATE  OR ASSOCIATE OF AN ACQUIRING  PERSON (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS  AGREEMENT)  AND ANY  SUBSEQUENT  HOLDER OF SUCH
RIGHTS  MAY  BECOME  NULL AND  VOID.  [THE  RIGHTS  REPRESENTED  BY THIS  RIGHTS
CERTIFICATE  ARE OR WERE  BENEFICIALLY  OWNED BY A PERSON  WHO WAS OR  BECAME AN
ACQUIRING  PERSON OR AN AFFILIATE  OR ASSOCIATE OF AN ACQUIRING  PERSON (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE
AND THE RIGHTS  REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF SUCH RIGHTS AGREEMENT.]*

                               RIGHTS CERTIFICATE

                          DEL GLOBAL TECHNOLOGIES CORP.

            This  certifies  that   __________________________,   or  registered
assigns,  is the registered owner of the number of Rights set forth above,  each
of which  entitles  the owner  thereof,  subject  to the terms,  provisions  and
conditions of the Rights  Agreement dated as of September 10, 2001, (as amended,
the "Rights  Agreement"),  between  Del Global  Technologies  Corp.,  a New York
corporation  (the  "Company"),  and Mellon  Investor  Services  LLC (the "Rights
Agent"),  to purchase from the Company at any time after the  Distribution  Date
(as such term is defined in the Rights  Agreement)  and prior to 5:00 P.M.,  New
York time,  on September  30, 2003 at the office of the Rights Agent  designated
for such purpose,  or at the office of its successor as Rights Agent,  one fully
paid and  non-assessable  share of Common Stock,  par value $0.10 per share (the
"Common  Shares"),  of the  Company,  at an Exercise  Price of $25.00 per Common
Share (the "Exercise  Price"),  upon  presentation  and surrender of this Rights
Certificate  with the Form of Election to Purchase and related  Certificate duly
executed.  The number of Rights  evidenced by this Rights  Certificate  (and the


- --------
* The portion of the legend in bracket shall be inserted only if applicable and
shall replace the preceding sentence.






number of Common Shares which may be purchased  upon exercise  hereof) set forth
above are the number and Exercise  Price as of September 17, 2001,  based on the
Common Shares as constituted at such date. As provided in the Rights  Agreement,
the Exercise Price and the number and kind of Common Shares or other  securities
which may be purchased upon the exercise of the Rights  evidenced by this Rights
Certificate  are subject to  modification  and adjustment  upon the happening of
certain events.

            This Rights  Certificate is subject to all of the terms,  provisions
and conditions of the Rights Agreement,  which terms,  provisions and conditions
are hereby  incorporated herein by reference and made a part hereof and to which
Rights Agreement  reference is hereby made for a full description of the rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights  Agent,  the Company and the  holders of the Rights  Certificates,  which
limitations of rights include the temporary  suspension of the exercisability of
such Rights under the specific  circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the principal executive offices of
the Company and the above-mentioned office of the Rights Agent.

            Subject  to the  provisions  of the  Rights  Agreement,  the  Rights
evidenced by this Rights Certificate (i) may be redeemed by the Company,  at its
option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the
Company in whole or in part for Common Shares,  substantially  equivalent rights
or other consideration as determined by the Company.

            This Rights Certificate,  with or without other Rights Certificates,
upon  surrender at the office of the Rights Agent  designated  for such purpose,
may be exchanged for another Rights  Certificate or Rights  Certificates of like
tenor  and date  evidencing  Rights  entitling  the  holder to  purchase  a like
aggregate amount of securities as the Rights evidenced by the Rights Certificate
or Rights Certificates  surrendered shall have entitled such holder to purchase.
If this Rights  Certificate  shall be  exercised  in part,  the holder  shall be
entitled to receive upon surrender  hereof another Rights  Certificate or Rights
Certificates for the number of whole Rights not exercised.

            No  fractional  portion of less than one Common Share will be issued
upon the exercise of any Right or Rights  evidenced hereby but in lieu thereof a
cash payment will be made, as provided in the Rights Agreement.

            No holder of this Rights Certificate,  as such, shall be entitled to
vote or receive  dividends or be deemed for any purpose the holder of the Common
Shares  or of any  other  securities  of the  Company  which  may at any time be
issuable on the  exercise  hereof,  nor shall  anything  contained in the Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  shareholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  shareholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  shareholders  (except as
provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
rights,  or  otherwise,  until  the  Right or Rights  evidenced  by this  Rights
Certificate shall have been exercised as provided in the Rights Agreement.

            This Rights  Certificate  shall not be valid or  obligatory  for any
purpose until it shall have been countersigned by the Rights Agent.







            WITNESS  the  facsimile  signature  of the  proper  officers  of the
Company and its corporate seal. Dated as of ____________, ______.


ATTEST:                                   DEL GLOBAL TECHNOLOGIES CORP.

- -------------------------------           ----------------------------------
By:                                       By:
Its: Secretary                            Its:


MELLON INVESTOR SERVICES LLC, Rights Agent

- ----------------------------------
By:
Its:






                                                                       EXHIBIT A

                   Form of Reverse Side of Rights Certificate

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
               holder desires to transfer the Rights Certificate)

            FOR VALUE RECEIVED  _____________________  hereby sells, assigns and
transfers
unto__________________________________________________________________________
                 (Please print name and address of transferee)
- ------------------------------------------------------------------------------

this Rights  Certificate,  together with all right,  title and interest therein,
and does hereby  irrevocably  constitute  and  appoint  ________________________
Attorney,  to transfer the within Rights  Certificate on the books of the within
named Company, with full power of substitution.

Dated: _____________, ____



                                            -----------------------
                                            Signature



Signature Guaranteed:

            Signatures  must be  guaranteed  by a  member  firm of a  registered
national securities exchange, a member of the National Association of Securities
Dealers,  Inc.,  or a  commercial  bank or trust  company  having  an  office or
correspondent in the United States.






                                   CERTIFICATE

            The undersigned  hereby certifies by checking the appropriate  boxes
that:

            (1) this Rights  Certificate [_] is [_] is not being sold,  assigned
and  transferred by or on behalf of a Person who is or was an Acquiring  Person,
or an  Affiliate  or  Associate of any such Person (as such terms are defined in
the Rights Agreement);

            (2) after due inquiry and to the best knowledge of the  undersigned,
it [_] did [_] did not acquire the Rights  evidenced by this Rights  Certificate
from any Person who is, was or  subsequently  became an  Acquiring  Person or an
Affiliate or Associate of any such Person.

Dated: _____________, ____



                                                -----------------------
                                                Signature



Signature Guaranteed:

            Signatures  must be  guaranteed  by a  member  firm of a  registered
national securities exchange, a member of the National Association of Securities
Dealers,  Inc.,  or a  commercial  bank or trust  company  having  an  office or
correspondent in the United States.







             Form of Reverse Side of Rights Certificate -- continued

                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
                        exercise the Rights Certificate)


To: ___________________

      The undersigned hereby irrevocably elects to exercise ____________________
Rights  represented by this Rights  Certificate to purchase the number of Common
Shares issuable upon the exercise of such Rights and requests that  certificates
for such number of Common Shares issued in the name of:

Please insert social security or other identifying number

- --------------------------------------------------------------------------------
                         (Please print name and address)
- --------------------------------------------------------------------------------


If such number of Rights  shall not be all the Rights  evidenced  by this Rights
Certificate,  a new Rights  Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security or other identifying number

- --------------------------------------------------------------------------------
                         (Please print name and address)

Dated: _____________, ____



                                                      -----------------------
                                                      Signature

Signature Guaranteed:

Signatures  must  be  guaranteed  by a  member  firm  of a  registered  national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.






                                   CERTIFICATE

            The undersigned  hereby certifies by checking the appropriate  boxes
that:

            (1) the Rights evidenced by this Rights  Certificate [_] are [_] are
not  being  exercised  by or on behalf  of a Person  who is or was an  Acquiring
Person or an  Affiliate  or  Associate  of any such  Person  (as such  terms are
defined in the Rights Agreement);

            (2) after due inquiry and to the best knowledge of the  undersigned,
it [_] did [_] did not acquire the Rights  evidenced by this Rights  Certificate
from any Person who is, was or  subsequently  became an  Acquiring  Person or an
Affiliate or Associate of any such Person.

Dated: _____________, ____


                                               -----------------------
                                               Signature



Signature Guaranteed:

      Signatures  must be guaranteed  by a member firm of a registered  national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.






             Form of Reverse Side of Rights Certificate -- continued

                                     NOTICE

      The  signature in the  foregoing  Forms of  Assignment  and Election  must
conform to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.







                                  ATTACHMENT 2

                                    EXHIBIT B

                                RIGHTS AGREEMENT
                          DEL GLOBAL TECHNOLOGIES CORP.
                                Summary of Rights

Distribution Date; Transfer of       Pursuant to a Rights Agreement (as amended,
Rights; Rights Certificates:         the  "Rights  Agreement"),   the  Board  of
                                     Directors  has  declared a dividend  of one
                                     Right for each share of Common Stock of Del
                                     Global  Technologies  Corp. (the "Company")
                                     outstanding. Prior to the Distribution Date
                                     referred  to  below,  the  Rights  will  be
                                     evidenced    by   and   trade    with   the
                                     certificates  for the Common  Stock.  After
                                     the  Distribution  Date,  the Company  will
                                     mail Rights  certificates  to the Company's
                                     shareholders  and the  Rights  will  become
                                     transferable apart from the Common Stock.

Distribution Date:                   Rights will  separate from the Common Stock
                                     and become  exercisable  following  (a) the
                                     tenth  business  day (or such later date as
                                     may be determined by the Company's Board of
                                     Directors)  after a person or group  (other
                                     than  those   exempted   under  the  Rights
                                     Agreement) acquires beneficial ownership of
                                     20% or more of the  Company's  Common Stock
                                     or (b) the  tenth  business  day  (or  such
                                     later  date  as  may be  determined  by the
                                     Company's  Board  of  Directors)   after  a
                                     person  or  group  announces  a  tender  or
                                     exchange offer,  the  consummation of which
                                     would  result in  ownership  by a person or
                                     group  of 20%  or  more  of  the  Company's
                                     Common Stock.

Common Stock Purchaseable            After the Distribution  Date, but before an
upon Exercise of Rights:             acquiror   obtains   20%  or  more  of  the
                                     Company's  Common  Stock,  each  Right will
                                     entitle the holder to purchase  for $ 25.00
                                     (the  "Exercise  Price"),  one share of the
                                     Company's Common Stock.






Flip-In:                             If an acquiror,  other than those  exempted
                                     under the Rights Agreement,  obtains 20% or
                                     more  of the  Company's  Common  Stock  (an
                                     "Acquiring Person"), then each Right (other
                                     than Rights owned by an Acquiring Person or
                                     its  affiliates)  will  entitle  the holder
                                     thereof  to  purchase,   for  the  Exercise
                                     Price,  a number of shares of the Company's
                                     Common Stock having a  then-current  market
                                     value  of twice  the  Exercise  Price.  For
                                     example,  at an  exercise of $25 per Right,
                                     each Right not owned by an Acquiring Person
                                     (or by certain related  parties)  following
                                     an event set forth in this paragraph  would
                                     entitle its holder to purchase $50 worth of
                                     Common  Stock (or other  consideration,  as
                                     noted  above)  for $25.  Assuming  that the
                                     Common  Stock had a per share  market value
                                     of $5 at  such  time,  the  holder  of each
                                     valid  Right  would be entitled to purchase
                                     10 shares of Common Stock with a cumulative
                                     value of $50.

Flip-Over:                           If, after an Acquiring  Person  obtains 20%
                                     or more of the Company's  Common Stock, (a)
                                     the Company merges into another entity, (b)
                                     an acquiring entity merges into the Company
                                     or (c) the  Company  sells more than 50% of
                                     the Company's assets or earning power, then
                                     each Right  (other than Rights  owned by an
                                     Acquiring  Person or its  affiliates)  will
                                     entitle the holder thereof to purchase, for
                                     the Exercise  Price,  a number of shares of
                                     Common Stock of the person  engaging in the
                                     transaction  having a then  current  market
                                     value of twice the Exercise Price.

Exchange Provision:                  At any  time  after  the  date on  which an
                                     Acquiring Person obtains 20% or more of the
                                     Company's  Common  Stock  and  prior to the
                                     acquisition by the Acquiring  Person of 50%
                                     of the outstanding  Common Stock, the Board
                                     of  Directors  of the Company may  exchange
                                     the Rights  (other than Rights owned by the
                                     Acquiring  Person  or its  affiliates),  in
                                     whole  or in part,  for  shares  of  Common
                                     Stock of the Company at an  exchange  ratio






                                     of one  share of  Common  Stock  per  Right
                                     (subject to adjustment).

Redemption of the Rights:            Rights will be  redeemable at the Company's
                                     option  for  $0.01 per Right at any time on
                                     or prior to the  tenth  day (or such  later
                                     date as may be  determined by the Company's
                                     Board   of    Directors)    after    public
                                     announcement  that a  Person  has  acquired
                                     beneficial  ownership of 20% or more of the
                                     Company's   Common   Stock   (the   "Shares
                                     Acquisition Date").

Expiration of the Rights:            The  Rights   expire  on  the  earliest  of
                                     September   30,  2003  or   redemption   or
                                     exchange of the Rights as described above.

Amendment of Terms of                The  terms  of the  Rights  and the  Rights
Rights:                              Agreement  may be  amended  in any  respect
                                     without the  consent of the Rights  holders
                                     on  or  prior  to  the  Distribution  Date;
                                     thereafter, the terms of the Rights and the
                                     Rights Agreement may be amended without the
                                     consent of the  Rights  holders in order to
                                     cure  any  ambiguities  or to make  changes
                                     which do not adversely affect the interests
                                     of Rights holders (other than the Acquiring
                                     Person).

Voting Rights:                       Rights will not have any voting rights.

Anti-Dilution Provisions:            Rights  will have the  benefit  of  certain
                                     customary anti-dilution provisions.

Taxes:                               The  Rights   distribution  should  not  be
                                     taxable  for federal  income tax  purposes.
                                     However,  following an event which  renders
                                     the Rights  exercisable or upon  redemption
                                     of the Rights,  shareholders  may recognize
                                     taxable income.

      The  foregoing  is a summary  of  certain  principal  terms of the  Rights
Agreement,  as amended.  It may be further  amended from time to time. A copy of
the Rights  Agreement  was filed with the  Securities  and  Exchange  Commission
("SEC") as an Exhibit to a  Registration  Statement on Form 8-A dated  September
10,  2001. A copy of the Rights  Agreement is available  free of charge from the
Company.

EX-99.01

                                                                   EXHIBIT 99.01



                              FOR IMMEDIATE RELEASE

                  DEL GLOBAL TECHNOLOGIES' BOARD OF DIRECTORS
          TERMINATES SHAREHOLDER RIGHTS PLAN AND AMENDS COMPANY BY-LAWS

                     COMPANY PROVIDES FOURTH QUARTER OUTLOOK

            VALHALLA, NY - July 29, 2003 -- Del Global Technologies Corp. (DGTC)
("Del  Global" or "the  Company")  today  announced  that its Board of Directors
voted to terminate the Company's current  shareholder rights plan. The plan will
be terminated by changing its 2011 expiration date to September 30, 2003,  while
the Board retains the right to adopt a new plan at a future date in the event of
changed circumstances. In addition, the Board has amended the Company's By-laws,
reinstating the right of stockholders to call a special meeting.  This amendment
allows stockholders who own 25% of Del Global's stock to call a special meeting,
which must be held within 60 days of notice.  This By-law  amendment  may not be
changed again without stockholder approval.

            Gerald M. Czarnecki, Del Global's Chairman of the Board, stated, "We
believe  that the  termination  of the  shareholder  rights  plan -- or, what is
commonly  referred to as the `poison  pill' -- and the amendment of Del Global's
By-laws  reflect the Board's  commitment  to good  corporate  governance  and is
consistent with the platform upon which this Board was elected".

            The Company noted that the  termination  of the  shareholder  rights
plan was not in response to any current  discussions  regarding  the sale of Del
Global or its businesses.

            In  addition,   the  Board  has  approved   the   reimbursement   of
approximately  $368,000 in expenses  incurred by Steel Partners II, L.P.,  Henry
Partners and Matthew  Partners (and their  affiliates)  in  connection  with the
solicitation  of  proxies  related  to the  recent  successful  effort  by these
entities to elect  Steel's  nominees to Del  Global's  Board of  Directors.  The
intention of these entities to seek such reimbursement was included in the Proxy
Statement that Steel sent to Del Global's shareholders. Del Global will record a
charge  in  the  current   fourth   quarter  of  fiscal  2003  to  reflect  this
reimbursement.  In addition to the Steel  reimbursement,  the Company expects to
recognize a total of up to  approximately  $500,000 of costs in connection  with
the proxy solicitation and shareholder meeting,  approximately $300,000 of which
were incurred in the third  quarter of fiscal 2003,  and the balance of which it
expects to recognize in the current fourth quarter of fiscal 2003.







Q4 OUTLOOK

            Del Global expects sales of approximately $24 million for the fiscal
fourth quarter ending August 1, 2003 versus sales of $27.4 million in the fourth
quarter  of  fiscal  2002;  expected  sales  for the 2003  fourth  quarter  also
represent a decline versus  previous sales  expectations.  Sales for fiscal 2003
are now expected to approximate fiscal 2002 sales of $98 million.

            The decline in fourth quarter sales versus previous  expectations is
due  primarily  to the delay of  previously  scheduled  releases  under  certain
purchase  orders from Power  Conversion  Group  customers.  This expected  sales
decline  is also  due to the  previously  announced  decision  of a large  Power
Conversion  Group  customer  to shift to in-house  production.  The loss of this
customer's  contract  assembly business is a factor that will also impact fiscal
year 2004 sales in general,  but Del Global's  Power  Conversion  Group has been
developing a stronger base of proprietary business. In addition,  the Company is
experiencing  moderately  lower sales at the Medical  Systems  Group,  with both
continued  sales  sluggishness  in the  overseas  markets  and some  softness in
domestic sales.

            Although   the   Company  had   expected  to  return  to   operating
profitability  in the fourth quarter of fiscal 2003 (absent  certain  unbudgeted
expenses),  as a result of this sales shortfall and the recognition of proxy and
related costs,  Del Global now expects to report an operating loss in the fourth
quarter of fiscal 2003.

            Del Global  Technologies  Corp. is primarily  engaged in the design,
manufacture  and  marketing of  cost-effective  medical  imaging and  diagnostic
systems    consisting    of    stationary    and   portable    x-ray    systems,
radiographic/fluoroscopic   systems,  dental  imaging  systems  and  proprietary
high-voltage  power  conversion   subsystems  for  medical  and  other  critical
industrial  applications.  Industrial applications for which Del Global supplies
power   subsystems    include   airport   explosives    detection,    analytical
instrumentation, semiconductor capital equipment and energy exploration.

            Statements  about future results made in this release may constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation   Reform  Act  of  1995.   These  statements  are  based  on  current
expectations  and the current  economic  environment.  The Company cautions that
these statements are not guarantees of future performance. They involve a number
of risks and  uncertainties  that are  difficult to predict  including,  but not
limited to, the ability of the Company to implement its business plan, retention
of  management,   changing  industry  and  competitive   conditions,   obtaining
anticipated  operating  efficiencies,  securing  necessary  capital  facilities,
favorable  determinations in various legal and regulatory  matters,  including a
settlement of the Department of Defense  investigation on terms that the Company
can afford and that does not include a debarment from doing business with the US
Government,  and favorable  general  economic  conditions.  Actual results could
differ  materially  from  those  expressed  or  implied  in the  forward-looking
statements.  Important  assumptions and other important factors that could cause
actual results to differ materially from those in the forward-looking statements
are  specified  in the  Company's  filings  with  the  Securities  and  Exchange
Commission.






CONTACT:                                                  INVESTOR RELATIONS:
Del Global Technologies Corp.                             The Equity Group Inc.
Samuel E. Park, President & Chief Executive Officer   Devin Sullivan (212) 836-9608
Thomas V. Gilboy, Chief Financial Officer                 Adam Prior (212) 836-9606
(914) 686-3600