UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C. 20549
                              FORM 10-Q

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
             For the quarterly period ended October 30, 2004
                                 or


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________ to____________

                  Commission File Number 0-3319

                   DEL GLOBAL TECHNOLOGIES CORP.
         (Exact name of registrant as specified in its charter)


New York                                              13-1784308
--------                                   -----------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

               One Commerce Park, Valhalla, NY 10595
         (Address of principal executive offices) (Zip Code)


                            914-686-3650
                           ------------
          (Registrant's telephone number including area code)
                                 None
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 / /


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-25 of the Exchange Act)

Yes  / /          No  /X/

The number of shares of Registrant's common stock outstanding as of December 12,
2004 was 10,486,548.






              DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

                            Table of Contents


Part I. Financial Information:                                         Page No.
                                                                       --------


       Item 1.  Financial Statements (Unaudited)

       Consolidated Statements of Operations for the Three Months           3
        Ended October 30, 2004 and November 1, 2003


       Consolidated Balance Sheets - October 30, 2004 and July 31, 2004   4-5


       Consolidated Statements of Cash Flows for the Three Months Ended     6
         October 30, 2004 and November 1, 2003


       Notes to Consolidated Financial Statements                        7-15


       Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations         16-24

       Item 3.  Quantitative and Qualitative Disclosures about Market
                  Risk                                                     24

       Item 4.  Controls and Procedures                                    24

Part II. Other Information:


       Item 1.  Legal Proceedings                                       26-28

       Item 6.  Exhibits and Reports on Form 8-K                           28


       Signatures                                                          29

       Certifications                                                   30-35


                                       2




PART I  FINANCIAL INFORMATION
 ITEM 1.  FINANCIAL STATEMENTS

                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Dollars in Thousands except share data)
                                  (Unaudited)

                                                 Three Months Ended
                                         October 30, 2004    November 1, 2003
                                       ------------------    ----------------

 NET SALES                                     $18,758            $16,889
 COST OF SALES                                  14,205             13,105
                                         -------------      -------------
 GROSS MARGIN                                    4,553              3,784
                                         -------------      -------------

 Selling, general and administrative             3,276              3,445
 Research and development                          373                306
                                         -------------      -------------
 Total operating expenses                        3,649              3,751
                                         -------------      -------------
 OPERATING INCOME                                  904                 33

 Interest expense                                  422                310
 Other income                                      (14)               (71)
                                         -------------      -------------
 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
   INCOME TAX PROVISION AND MINORITY INTEREST      496               (206)

 INCOME TAX PROVISION                              377                183
                                         -------------      -------------
 INCOME (LOSS) FROM CONTINUING OPERATIONS          119               (389)
   BEFORE MINORITY INTEREST
 MINORITY INTEREST                                  71                 67
                                         -------------      --------------
 INCOME (LOSS) FROM CONTINUING OPERATIONS           48               (456)
 DISCONTINUED OPERATIONS                           199               (153)
                                          ------------      -------------
 NET INCOME(LOSS)                              $   247             $ (609)
                                          ============      =============
   INCOME(LOSS)PER COMMON SHARE(BASIC AND DILUTED)

   Continuing operations                        $    -            $ (0.05)
   Discontinued operations                         .02              (0.01)
                                                ------            ------
   Net income(loss) per basic and diluted share $  .02            $ (0.06)
                                               =======             =======
   Weighted average number of common
   shares outstanding:
        Basic                               10,351,746          10,332,548
        Diluted                             11,397,939          10,332,548

 See notes to consolidated financial statements

                                       3




                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                  (Unaudited)

                                     ASSETS


                                               October 30,          July 31,
                                                     2004              2004
                                            -------------      -------------

   CURRENT ASSETS
   Cash and cash equivalents                      $   707           $ 4,755

   Trade receivables (net of allowance
    for doubtful accounts of $929 and $888
    at October 30, 2004 and July 31, 2004,
    respectively)                                  12,011             12,900

   Inventory                                       15,179             15,122
   Assets attributable to discontinued operations,
   at net realizable value                              -              4,369
   Prepaid expenses and other current
    assets                                            975              1,068
                                             ------------      -------------
      Total current assets                         28,872             38,214

   FIXED ASSETS - Net                               6,708              6,907
   DEFERRED INCOME TAX ASSET-NON CURRENT            1,181              1,102
   GOODWILL                                         1,911              1,911
   INTANGIBLES - Net                                   87                103
   OTHER ASSETS                                     1,019              1,024
                                            -------------     --------------
      TOTAL ASSETS                                $39,778            $49,261
                                            =============     ==============

  See notes to consolidated financial statements

                                       4




                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              (Dollars in Thousands)
                                   (Unaudited)

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                               October 30,          July 31,
                                                     2004              2004
                                            -------------      -------------
CURRENT LIABILITIES
   Short-term credit facilities                  $ 2,130             $ 2,699
   Current portion of long-term debt                 752                 730
   Accounts payable - trade                        8,249              10,926
   Accrued liabilities                             8,717               8,920
   Net liabilities attributable to
      discontinued operations                          -                 958
   Litigation settlement reserves                    126               5,148
   Income taxes payable                            1,562               1,069
                                            ------------      --------------
      Total current liabilities                   21,536              30,450

NON-CURRENT LIABILITIES
   Long-term debt                                  4,850               5,076
   Subordinated note                               1,985               1,962
   Other long-term liabilities                     2,587               2,462
   Other liabilities attributable to
      discontinued operations                          -                 147
                                            ------------      --------------
      Total liabilities                           30,958              40,097
                                            ------------      --------------

MINORITY INTEREST IN SUBSIDIARY                      989               1,389
                                            ------------       --------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
   Common stock, $.10 par value;
   Authorized  20,000,000  shares;
     Issued  - 11,018,581 and 10,978,581
     at October 30,2004 and July 31, 2004          1,102               1,098
   Additional paid-in capital                     64,118              64,072
   Accumulated other comprehensive income            551                 792
   Accumulated deficit                           (52,394)            (52,641)
   Less common stock in treasury - 643,533
     shares at October 30,2004 and
     July 31, 2004                                (5,546)             (5,546)
                                            -------------      --------------
   Total shareholders' equity                      7,831               7,775
                                            -------------      --------------
   TOTAL LIABILITIES AND SHAREHOLDERS'
   EQUITY                                       $ 39,778            $ 49,261
                                            ============      ==============

See notes to consolidated financial statements

                                       5





                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                 (Unaudited)
                                                  Three Months Ended
                                             Oct 30, 2004    Nov. 1, 2003
                                              ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Income(loss) from continuing operations      $       48          $(456)
  Adjustments to reconcile net loss to
   net cash provided by operating activities:
  Depreciation and amortization                       327            544
  Imputed interest - Subordinated note                 22             45
  Minority interest                                    71             67
  Stock based compensation expense                     10             10
  Deferred income tax                                 (56)             -
  Changes in operating assets and liabilities:
  Decrease in trade receivables                     1,049          1,305
  Decrease in inventory                               148            482
  Decrease (Increase) in prepaid expenses and
    other current assets                              104           (220)
  Decrease in other assets                             24             45
  Increase (Decrease) in accounts payable - trade  (2,818)          (452)
  Decrease in accrued liabilities                    (665)          (110)
  Payment of litigation settlement costs           (5,023)             -
  Increase in income taxes payable                    441            170
  Increase in other long-term liabilities              76              1
                                              -----------    -----------
Net cash provided by (used in) operating
 activities                                        (6,242)         1,431
                                              -----------    -----------
Cash Flows from discontinued operations
  and sale proceeds                                 3,463           (153)
CASH FLOWS FROM INVESTING ACTIVITIES:          -----------    -----------
  Fixed asset purchases                               (22)           (96)
                                               ----------      ----------
Net cash used in investing activities                 (22)           (96)
                                               ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of bank borrowings                       (885)          (302)
  Stock option exercise                                40              -
  Dividend to Villa minority shareholders            (493)            -
                                              -----------     ----------
Net cash used in financing activities              (1,338)          (302)
                                              -----------     ----------
EFFECT OF EXCHANGE RATE CHANGES                        91             48
                                              -----------    -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS            (4,048)           928
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD                                       4,755          1 381
                                              -----------      ----------
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD                                        $   707        $ 2,309
                                               ===========     ==========

See notes to consolidated financial statements

                                       6




                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (Dollars in thousands, except share data)
                                 (Unaudited)

BASIS OF PRESENTATION
The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States of  America  for  complete  financial  statements.  In the
opinion of management,  all  adjustments  (consisting  only of normal  recurring
adjustments) considered necessary for a fair presentation of the results for the
interim period have been included. Results of operations for the interim periods
are not necessarily  indicative of the results that may be expected for the full
year. These consolidated financial statements should be read in conjunction with
the financial  statements and the notes thereto included in the Company's annual
report on Form 10-K filed with the  Securities  and Exchange  Commission for the
year ended July 31, 2004. Certain prior year's amounts have been reclassified to
conform to the current period presentation.

As of July 31, 2004,  the Company's  Board had committed to a plan to dispose of
its Del High  Voltage  Division  ("DHV")  and on October  1, 2004,  we sold this
division  for  a  purchase  price  of  $3.1  million,  plus  the  assumption  of
approximately  $0.8  million  of  liabilities.   Accordingly,   the  results  of
operations  have been  reclassified  to show  this  division  as a  discontinued
operation.

On October 4, 2004, the Company  announced that it had entered into  non-binding
letters of intent for the sale of both the Medical Systems Group Segment and the
remainder of the Power Conversion  Group Segment.  The Company intends to call a
meeting of  stockholders to seek approval under New York law for the sale of the
Medical  Systems  Group  Segment in the event a definitive  agreement is entered
into for such sale. There can be no assurance that these non-binding  letters of
intent will result in the consummation of the sale of these segments or that the
strategic  alternatives  process initiated by the Company will lead to any other
transactions.   The  Company  may  seek  stockholder   approval  of  a  plan  of
liquidation; however, the Board of Directors of the Company has not yet approved
any plan of  liquidation.  Any proceeds that may be received by  stockholders of
the Company as a result of any plan of  liquidation  may be greater or less than
the current market price of the Common Stock of the Company.

The Company's  fiscal year is based on a 52/53 week cycle ending on the Saturday
nearest to July 31.  Results of the Company's  Milan,  Italy based Villa Sistemi
Medicali S.p.A ("Villa") subsidiary are reported on a one-month lag.

The Company  recognizes  revenue upon  shipment,  provided  there is  persuasive
evidence of an arrangement,  there are no uncertainties  concerning  acceptance,
the sales price is fixed,  collection  of the  receivable  is probable  and only
perfunctory  obligations  related to the arrangement  need to be completed.  The
Company's  products are covered primarily by one year warranty plans and in some
cases optional extended warranties for up to five years are offered. The Company
establishes  allowances  for  warranties as more fully  described in the Product
Warranty footnote herein. The Company recognizes service revenue when repairs or
out of warranty  repairs are  completed.  The Company has an FDA  obligation  to

                                       7



continue to provide repair service for certain  medical  systems for up to seven
years past the  warranty  period,  which are billed to the  customers  at market
rates.

SFAS No. 148, Accounting for Stock-based Compensation-Transition and Disclosure,
an  amendment  of FASB  Statement  No.  123,  amends  SFAS  No.  123 to  provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  It also amends the
disclosure  provisions of SFAS No. 123 to require  prominent  disclosure in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  The Company has elected to continue to account for stock-based  awards
to employees  using the intrinsic  value method of accounting in accordance with
Accounting  Principles  Board  Opinion No 25,  "Accounting  for Stock  Issued to
Employees."  The Company's  practice in granting these awards to employees is to
set the  exercise  price of the stock  options  equal to the market price of our
underlying  stock on the date of  grant.  Therefore  under the  intrinsic  value
method,  no  compensation  expense is recognized  in the Company's  Consolidated
Statements of Operations.

Had compensation cost for the Company's stock option plans been determined based
on the fair value at the grant dates for awards  under  those  plans  consistent
with the methods  recommended  by SFAS 123, the Company's net income or loss and
net income or loss per share for the three  months  ended  October  30, 2004 and
November  1, 2003  would  have been  stated at the pro forma  amounts  indicated
below:

                                   Three Months Ended
                                   ------------------
                                   Oct 30,      Nov. 1,
                                     2004         2003
                                 ----------- -----------
Net income (loss) - as reported       $247      $(609)

  Deduct: Total stock-based
  awards determined under
  fair value method                   (114)      (114)
                                 ----------- -----------
Proforma Net Income (loss)            $133      $(723)
                                 =========== ===========
Income (loss) per share -
  Basic

  As reported                      $    .02    $(0.06)
  Proforma                         $    .01    $(0.07)


Income (loss) per share -
  Diluted

  As reported                      $    .02    $(0.06)
  Proforma                         $    .01    $(0.07)

                                       8




NEW ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial  Accounting Standards Board ("FASB") issued FASB
Statement No. 151, "Inventory Costs, an amendment of ARB No.43, Chapter 4". This
Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory  Pricing," to
clarify the accounting for abnormal amounts of idle facility  expense,  freight,
handling costs,  and wasted material  (spoilage),  requiring that those items be
recognized as current-period  charges. In addition, this Statement requires that
allocation of fixed production  overheads to the costs of conversion be based on
the  normal  capacity  of the  production  facilities.  The  provisions  of this
statement  are effective for fiscal years  beginning  after June 15, 2005,  with
early  application  permitted.  The Company is in the process of evaluating  the
impact the adoption of this statement will have on its financial statements

DISCONTINUED OPERATIONS

On October 1,  2004,  the  Company  completed  the sale of its Del High  Voltage
Division  ("DHV")  for a  purchase  price  of  $3,100,  plus the  assumption  of
approximately $800 of liabilities.  This division was formerly part of the Power
Conversion Group and designed,  manufactured and marketed proprietary  precision
power  conversion   subsystems  for  medical  as  well  as  critical  industrial
applications.   The  results  of  operations  of  this  division  are  shown  as
discontinued operations in the accompanying financial statements.

Certain information is summarized below:

                                                   Quarter Ended

                                                 Oct. 30,    Nov. 1,
                                                   2004       2003
                                               ----------    --------
Revenues                                          $1,896     $4,753
Net income (loss) before income tax provision        199       (153)
Income tax provision                                   -          -
Income (loss) from discontinued operations           199       (153)

Income (loss) from discontinued operations, net for fiscal year 2005, includes a
gain on sale of $21 in addition to the fourth  quarter fiscal 2004 write down of
the DHV assets to net  realizable  value of $3,481 and the second quarter fiscal
2004 goodwill write off of $1,328 and intangible asset write off of $125 related
to the DHV business.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill  represents the excess of the cost of acquisitions  over the fair value
of the identifiable  assets acquired and liabilities  assumed.  Other intangible
assets  are  the  Company's  distribution  network  and  non-compete  agreements
acquired with the purchase of certain  assets of a subsidiary.  Intangibles  are
being  amortized on a  straight-line  basis over their  estimated  useful lives,
which range from 5 to 10 years.  The  components of our  amortizable  intangible
assets are as follows:

                   October 30, 2004                 July 31, 2004
                   ----------------                 --------------
             Gross Carrying  Accumulated     Gross Carrying   Accumulated

                                       9




                 Amounts     Amortization        Amounts      Amortization

Distribution
Network          $   653        S   566           $   653        $   550
                 -------        -------           -------        -------
Total            $   653        $   566           $   653        $   550
                 =======        =======           =======        =======

Amortization  expense for  intangible  assets during the first quarter of fiscal
years  2005  and  2004 was $16 and  $37,  respectively.  Estimated  amortization
expense for the  remainder  of 2005 and the five  succeeding  fiscal years is as
follows:

     2005 (remainder)           50
     2006                       37
     2007-2009                 None

There are no components of intangible assets that have an indefinite life.

There were no changes in goodwill  balances  during the first  quarter of fiscal
year 2005.

INVENTORY
Inventory  is stated  at the  lower of cost  (first-in,  first-out)  or  market.
Inventories  and their effect on cost of sales are  determined by physical count
for annual  reporting  purposes  and are  evaluated  using  perpetual  inventory
records for interim reporting periods.  For certain  subsidiaries during interim
periods we estimate the amount of labor and overhead  costs  related to finished
goods  inventories.  The  estimation  methodologies  used for interim  reporting
purposes are  described  in  Management's  Discussion  and Analysis of Financial
Condition  and Results of  Operations  under the subtitle  "Critical  Accounting
Policies".

                                          October 30, 2004      July 31, 2004
                                         -----------------   ------------------
 Raw materials and purchased parts          $ 11,568             $ 10,839
 Work-in-process                               2,760                2,974
 Finished goods                                3,579                3,845
                                          ----------           ----------
                                              17,907               17,658
 Less allowance for obsolete and excess
  inventory                                   (2,728)              (2,536)
                                         -----------           ----------
        Total inventory                     $ 15,179             $ 15,122
                                         ===========           ==========

PRODUCT WARRANTIES
The Company's  products are covered  primarily by one-year warranty plans and in
some cases  optional  extended  contracts may be offered  covering  products for
periods up to five years,  depending upon the product and  contractual  terms of
sale. The Company  establishes  allowances for warranties on an aggregate  basis
for specifically  identified,  as well as anticipated,  warranty claims based on
contractual terms,  product conditions and actual warranty experience by product
line.

During the first quarter of fiscal 2005,  the Company  incurred  payments of $86
related  to  warranty  claims  submitted  and  accrued  $153  related to product

                                       10



warranties issued during the first quarter of fiscal 2005. The liability related
to warranties is included in accrued expenses on the  accompanying  Consolidated
Balance  Sheets and is $1,112 and $1,030 at October 30, 2004 and July 31,  2004,
respectively.

COMPREHENSIVE LOSS

Comprehensive  loss  for  the  Company  includes  foreign  currency  translation
adjustments  and net loss reported in the Company's  Consolidated  Statements of
Operations.

Comprehensive loss for 2005 and 2004 was as follows:

                                                    Three Months Ended
                                          October 30, 2004    November 1, 2003
                                          ----------------    ----------------
Net income(loss)                              $  247                  $(609)
Foreign currency translation adjustments        (241)                    77
                                            --------               ---------
 Comprehensive income(loss)                   $    6                  $(532)
                                            =========              =========

INCOME (LOSS) PER SHARE                                      Three Months Ended
                                          October 30, 2004     November 1, 2003
                                         -----------------     ----------------
Numerator:
   Net income(loss)                             $ 247                 $ (609)
                                            ===========             =========
Denominator:
   Denominator for basic income (loss) per share -
     Weighted average shares outstanding    10,351,746             10,332,548
     Effect of dilutive securities           1,046,193                     -
                                           -----------             ----------
   Denominator for diluted loss per share   11,397,939             10,332,548
                                           -----------             ----------
Income (loss) per common share
   Basic                                         $ .02               $ (0.06)
   Diluted                                       $ .02               $ (0.06)

Common shares outstanding for the current and prior period ended were reduced by
643,533  shares of  treasury  stock.  The  computation  of  dilutive  securities
includes  the assumed  conversion  of warrants  and  employee  stock  options to
purchase   company  stock.   The  fiscal  2004  computation  of  diluted  shares
outstanding  at  November  1, 2003 does not  include  2,116,815  employee  stock
options and 1,065,000 warrants to purchase Company common stock since the effect
of their assumed conversion would be anti-dilutive.

                                       11



SEGMENT INFORMATION
The  Company  has  three  reportable  segments:  Medical  Systems  Group,  Power
Conversion Group and Other. The "Other" segment includes  unallocated  corporate
costs. Interim segment information is as follows:

                                        Medical     Power
For three months ended                  Systems     Conversion
October 31, 2004                        Group       Group      Other     Total
-----------------------                 ---------   --------  --------  -------
Net Sales to Unaffiliated Customers       $15,373   $  3,385       -    $18,758
Cost of sales                              11,802      2,403       -     14,205
                                          -------   --------   -------   ------
Gross margin                                3,571        982       -      4,553

Operating expenses                          2,375        534      740     3,649

                                           ------    -------   ------    ------
Operating income (loss)                    $1,196   $   448    $ (740)  $  904
                                           ======    =======   ======    ======


                                        Medical     Power
For three months ended                  Systems     Conversion
November 1, 2003                        Group       Group      Other     Total
-----------------------                 ---------   --------  --------  -------
Net Sales to Unaffiliated Customers       $13,701   $  3,188       -    $16,889
Cost of sales                              10,416      2,689       -     13,105
                                          -------   --------   -------   ------
Gross margin                                3,285        499       -      3,784

Operating expenses                          2,379        572   $  800     3,751

                                           ------    -------   ------    ------
Operating income (loss)                  $  906     $    (73)  $ (800)  $    33
                                           ======    =======   ======    ======
CONTINGENCIES

US  DEPARTMENT  OF  DEFENSE  ("DOD")  INVESTIGATION  - On  March  8,  2002,  RFI
Corporation,  a subsidiary  of the Company and the  remaining  part of the Power
Conversion Group segment,  was served with a subpoena by the US Attorney Eastern
District  of New  York in  connection  with an  investigation  by the  DOD.  RFI
supplies electro magnetic  interference  filters for  communications and defense
applications.  Since March 2002,  the DOD has been  investigating  certain  past
practices  at RFI which  date back  more  than six  years and  pertain  to RFI's
Military Specification testing, record keeping and general operating procedures.
Management retained special counsel to represent the Company on this matter. The
Company has  cooperated  fully with this  investigation,  including  voluntarily
providing  employees to be  interviewed  by the Defense  Criminal  Investigative
Services division of the DOD.

In June 2003,  the  Company was advised  that the US  Government  was willing to
enter  into   negotiations   regarding  a   comprehensive   settlement  of  this
investigation.  Prior to the preliminary  discussions  with the US Government in
June 2003,  the Company had no basis to estimate  the  financial  impact of this

                                       12




investigation.   Based  on  preliminary   settlement  discussions  with  the  US
Government,   discussions   with  the  Company's   advisors,   consideration  of
settlements  reached by other  parties in  investigations  of this  nature,  and
consideration of the Company's capital  resources,  management then developed an
estimate of the low end of the potential financial impact.  Accordingly,  during
the third quarter of fiscal 2003, the Company  recorded a charge of $2,347 which
represented  its estimate of the low end of a range of potential fines and legal
and professional fees.

Following negotiations,  Del Global reached a global settlement in February 2004
with the US Government that resolves the civil and criminal  matters relating to
the DOD's investigation.  The settlement included the Company pleading guilty to
one  criminal  count  and  agreeing  to  pay  fines  and  restitution  to the US
Government  of $4,600 if paid by June 30,  2004 and $5,000 if paid by  September
30, 2004.

In connection with this settlement,  Del Global  recognized an additional charge
of  approximately  $3,199 in the second  quarter  of fiscal  2004.  This  charge
represented  the  difference  between the $2,347  charge  taken during the third
quarter  of fiscal  2003,  and the up to $5,000 in fines and  restitution,  plus
estimated legal and professional fees related to this settlement.  The liability
associated with these charges is included in Litigation  settlement  reserves on
the July 31, 2004 balance sheet.

On  September  30,  2004,  pursuant to the terms of the  settlement,  Del Global
fulfilled its obligation under this agreement by paying to the US Government the
sum of $5 million  representing  fines and restitution.  On October 7, 2004, RFI
entered a criminal guilty plea to a single count  conspiracy  charge pursuant to
the settlement and a criminal plea  agreement.  Sentencing will occur at a later
date to be determined.  There can be no assurance that the court will not impose
additional  fines  or  restitution,  or that the  combined  civil  and  criminal
restitution  imposed by the court will not vary significantly from the amount of
fines and restitution the Company has paid to date.

Del Global has been working with the Defense  Logistics  Agency,  a component of
the DOD,  to avoid any future  limitations  on the  ability of the Company to do
business  with US  Government  entities.  Such  limitation  could include the US
Government seeking a "debarment" or exclusion of the Company from doing business
with US Government entities for a period of time. The Company has made a written
and oral  submission  to that agency  detailing  the remedial  measures that the
Company has taken to help ensure future compliance. If the US Government decides
not to debar RFI, Del Global,  RFI and the US Government  will need to execute a
written compliance  agreement.  No assurance can be given that the Company,  RFI
and the US Government  will enter into any such  agreement or that the debarment
will be avoided.

ERISA  MATTERS - During the year ended July 28, 2001,  management of the Company
concluded  that  violations  of the Employee  Retirement  Income  Security  Act,
("ERISA")  existed  relating  to a defined  benefit  plan for which  accrual  of
benefits  had been frozen as of May 3, 1986.  The  violations  related to excess
concentrations  of the Common stock of the Company in the plan  assets.  In July
2001,  management  of the Company  decided to  terminate  this plan,  subject to
having  available  funds  to  finance  the plan in  accordance  with  rules  and
regulations  relating to  terminating  pension  plans.  The Company  started the
process of terminating  this plan in September  2004. At the time of settlement,
which is expected in the third  quarter of fiscal 2005,  the Company  expects to

                                       13





recognize a related charge of approximately $500,  including a cash disbursement
of  approximately  $100.

EMPLOYMENT  MATTERS - The Company has an employment  agreement with Samuel Park,
the previous  Chief  Executive  Officer  ("CEO"),  for the period May 1, 2001 to
April 30, 2004. The terms of this agreement provided a base salary,  bonuses and
deferred  compensation.  The bonus  provided  by this  agreement  was based on a
percentage of the base salary,  if certain  performance goals established by the
board were achieved. In addition,  the employment agreement provided for certain
payments  in the event of death,  disability  or  change in the  control  of the
Company.

On  October  10,  2003,  the  Company  announced  the  appointment  of Walter F.
Schneider as President  and CEO to replace Mr. Park,  effective as of such date.
As a result,  the Company  recorded a charge of $200 during the first quarter of
fiscal  2004 to  accrue  the  balance  remaining  under  Mr.  Park's  employment
agreement.

In addition,  the Company's Board of Directors,  elected at the Company's Annual
Meeting of  Shareholders  held on May 29,  2003,  had  previously  reviewed  the
"change in control"  provisions  regarding payments totaling up to approximately
$1,800 under the  employment  agreement  between the Company and Mr. Park.  As a
result of this review and based upon, among other things,  the advice of special
counsel,  the Company's Board of Directors  determined that no obligation to pay
these amounts has been  triggered.  Prior to his  departure  from the Company on
October 10, 2003, Mr. Park orally informed the Company that, after reviewing the
matter with his counsel,  he believes  that the  obligation to pay these amounts
has been triggered.  On October 27, 2003, the Company received a letter from Mr.
Park's  counsel  demanding  payment  of  certain  sums and  other  consideration
pursuant to the Company's  employment  agreement with Mr. Park,  including these
change in control payments.  On November 17, 2003, the Company filed a complaint
against  Mr.  Park  seeking a  declaratory  judgment  that no change in  control
payment  was or is due to Mr.  Park  and  that an  amendment  to the  employment
contract with Mr. Park regarding  advancement and reimbursement of legal fees is
invalid  and  unenforceable.  Mr.  Park  answered  the  complaint  and  asserted
counterclaims  seeking  payment from the Company  based on his  position  that a
"change in  control"  occurred  in June 2003.  Mr.  Park is also  seeking  other
consideration he believes he is owed under his employment agreement. The Company
filed a reply to Mr. Park's counterclaims  denying that he is entitled to any of
these payments.  The suit is now in the discovery  phase. The parties are in the
process of exchanging documents, and depositions are to be conducted in December
2004.  If Mr. Park prevails on his claims and the payments he seeks are required
to be paid in a lump sum, these  payments may have a material  adverse effect on
the  Company's  liquidity.  It is not  possible  to predict the outcome of these
claims.  However,  the Company's Board of Directors does not believe that such a
claim is  reasonably  likely to result in a material  decrease in the  Company's
liquidity in the foreseeable future.

During fiscal 2004, the Company began employment termination proceedings against
an  executive of the  Company.  Subsequently,  the  executive  instituted  legal
proceedings  alleging  certain damages based on change in control  provisions of
the executive's  employment  contract and various additional actions or damages.
The Company believes the former  executive's change in control provision has not
been triggered and that such  termination was justified.  Thereafter,  the court
issued an order  directing  a  subsidiary  of the  Company to pay  damages.  The
Company  believes  it has  meritorious  defenses to this matter and has filed an

                                       14




appeal. However, based on the courts order, the Company has recorded a charge in
fiscal 2004 of  approximately  $363 in connection  with this matter  included in
Litigation  Settlement  reserves  in  the  accompanying  consolidated  financial
statements.

INDEMNIFICATION  LEGAL EXPENSES - Pursuant to  indemnification  and  undertaking
agreements with certain former  officers,  directors and employees,  the Company
has advanced legal expenses in connection with the Company's previously reported
accounting   irregularities   and  the  related   shareholder   litigation   and
governmental  enforcement  actions.  During  fiscal  2004,  the  Company did not
advance any amounts  pursuant to these  agreements  and during fiscal 2003,  the
Company spent  approximately  $310 in the advancement of legal expenses pursuant
to these agreements. Management is unable to estimate at this time the amount of
legal  fees that the  Company  may have to pay in the  future  related  to these
matters.  Further,  there can be no  assurance  that  those to whom we have been
advancing  expenses will have the financial means to repay the Company  pursuant
to undertaking  agreements  that they executed,  if it is later  determined that
such individuals were not entitled to be indemnified.

OTHER LEGAL  MATTERS -In  addition,  the Company is a defendant in several other
legal  actions  arising  from the normal  course of  business  in various US and
foreign jurisdictions.  Management believes the Company has meritorious defenses
to such  actions and that the  outcomes  will not be  material to the  Company's
consolidated financial statements.

                                       15



              DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS (Dollars in Thousands except share data)

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations contains 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.  We  caution  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, our  ability to  implement  our  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 we 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  including  our Form 10-K for the
fiscal year ended July 31, 2004.

OVERVIEW
The Company 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. The Company also manufactures electronic
filters, high voltage capacitors,  pulse modulators,  transformers and reactors,
and a variety of other products designed for industrial,  medical,  military and
other commercial applications. We manage our business in two operating segments:
our Medical Systems Group and our Power Conversion Group. In addition, we have a
third  reporting  segment,  Other,  comprised of certain  unallocated  corporate
General and Administrative expenses. See "Segment Information" in Part I, Item 1
of this  Quarterly  Report on Form 10Q for the fiscal  quarter ended October 30,
2004( this "Quarterly Report) for discussions of the Company's segments.

As of July 31, 2004,  the Company's  Board had committed to a plan to dispose of
the Del High  Voltage  Division  ("DHV")  and on October  1, 2004,  we sold this
division for a purchase price of approximately $3.1 million, plus the assumption
of  approximately  $0.8  million of  liabilities.  Accordingly,  the  results of
operations have been restated to show this division as a discontinued operation.

On October 4, 2004, the Company  announced that it had entered into  non-binding
letters of intent for the sale of both the Medical Systems Group Segment and the
remainder of the Power Conversion  Group Segment.  The Company intends to call a
meeting of  stockholders to seek approval under New York law for the sale of the
Medical  Systems  Group  Segment in the event a definitive  agreement is entered
into for such sale. There can be no assurance that these non-binding  letters of
intent will result in the consummation of the sale of these segments or that the
strategic  alternatives  process initiated by the Company will lead to any other

                                       16





transactions.   The  Company  may  seek  stockholder   approval  of  a  plan  of
liquidation; however, the Board of Directors of the Company has not yet approved
any plan of  liquidation.  Any proceeds that may be received by  stockholders of
the Company as a result of any plan of  liquidation  may be greater or less than
the current market price of the Common Stock of the Company.

CRITICAL ACCOUNTING POLICIES

Complete descriptions of significant  accounting policies are outlined in Note 1
of our Form 10-K for the fiscal year ended July 31, 2004. Within these policies,
we have  identified the accounting for deferred tax assets and the allowance for
obsolete and excess inventory as being critical  accounting  policies due to the
significant amount of estimates involved.  In addition,  for interim periods, we
have  identified the valuation of finished goods inventory as being critical due
to the amount of estimates involved.

DEFERRED INCOME TAXES
We account for deferred  income taxes in accordance  with Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," whereby we
recognize an asset  related to our net operating  loss carry  forwards and other
temporary  differences  between financial  reporting basis and income tax basis.
The valuation of our deferred tax assets and the  recognition of tax benefits in
each period assumes future taxable  income and  profitability.  We  periodically
evaluate  the  likelihood  of the  recoverability  of  our  deferred  tax  asset
recognized,  based upon our actual operating  results and expectations of future
operating profits.

During fiscal year 2004, as part of our customary six month  planning and review
cycle,  management  updated each business unit's forecast and operating results,
and concluded  that it was prudent to record  additional  valuation  allowances,
increasing the total  valuation  allowance to $19.9 million against 100% of both
long and  short-term US domestic  deferred tax assets.  The valuation  allowance
recorded  is the  estimate  of the amount of  deferred  tax assets that are more
likely than not to go unrealized by the Company.

We anticipate it is more likely than not the remaining  deferred tax asset which
relates  to our Villa  subsidiary  will be  utilized  against  future  operating
profits or as an offset to dividend income  received from our Villa  subsidiary.
However,  we can make no  assurances  that our Villa  subsidiary  will  generate
profits in the future.

OBSOLETE AND EXCESS INVENTORY
Another significant estimate is our allowance for obsolete and excess inventory.
We re-evaluate  our allowance for obsolete  inventory  once a quarter,  and this
allowance comprises the most significant portion of our inventory reserves.  The
re-evaluation  of reserves  is based on a written  policy,  which  requires at a
minimum that reserves be established  based on our analysis of historical actual
usage on a part-by-part  basis.  In addition,  if management  learns of specific
obsolescence in addition to this minimum formula, these additional reserves will
be recognized as well. Specific  obsolescence might arise due to a technological
or market change,  or based on  cancellation of an order. As we typically do not
purchase inventory  substantially in advance of production  requirements,  we do
not expect  cancellation of an order to be a material risk.  However,  market or
technology changes can occur.

                                       17





VALUATION OF FINISHED GOODS INVENTORIES

In addition,  we use certain estimates in determining interim operating results.
The most significant  estimates in interim  reporting relate to the valuation of
finished goods inventories.  For certain  subsidiaries,  for interim periods, we
estimate  the  amount of labor and  overhead  costs  related to  finished  goods
inventories.  As of October 30, 2004,  finished goods represented  approximately
20.0% of the gross carrying value of our total gross  inventory.  We believe the
estimation methodologies used to be appropriate and are consistently applied.

CONSOLIDATED RESULTS OF OPERATIONS

Consolidated  net sales of $18.8  million  for the first  quarter of fiscal 2005
increased by $1.9  million or 11.1% from fiscal 2004 first  quarter net sales of
$16.9 million, with increases at both the Power Conversion Group and our Medical
Systems Group.  The Medical  Systems  Group's first quarter fiscal 2005 sales of
$15.4  million  improved by $1.7  million or 12.2% from the prior  year's  first
quarter with increases at international  locations  offsetting delayed shipments
of digital units at its domestic  locations.  International  sales for the first
quarter of fiscal 2005 were also  impacted by  favorable  exchange  rate effects
from the  translation of Villa's  financial  statements from euros to dollars of
approximately  $0.7 million.  The Power Conversion  Group's first quarter fiscal
2005 sales of $3.4  million  increased  by $0.2 million or 6.2% from last year's
levels.

Consolidated  backlog at October 30, 2004 was $24.0  million  versus  backlog at
July  31,  2004  of  approximately  $25.9  million.  The  backlog  in the  Power
Conversion  Group  decreased $0.3 million from levels at beginning of the fiscal
year while  there was a $1.6  million  decrease  in the  backlog at our  Medical
Systems  Segment.  Substantially  all of the backlog  should result in shipments
within the next 12 months.

Gross  margins as a percent of sales were 24.3% for the first  quarter of fiscal
2005,  compared  to 22.4%  in the  first  quarter  of  fiscal  2004.  The  Power
Conversion  Group's  margins  for the first  quarter of fiscal  2005 were 29.0%,
versus  15.7% in the  prior  year  quarter.  First  quarter  fiscal  2005  Power
Conversion group margins benefited from  improvements in procurement,  decreased
material  costs as a percent of sales and lower  waste  levels.  For the Medical
Systems  Group,  first quarter  gross  margins of 23.2%  declined from the 24.0%
level in the prior year first  quarter  due to  unfavorable  product mix at both
locations.

Selling,  General and Administrative expenses ("SG&A") for the first quarter
of fiscal  2005 were $3.3  million  (17.5% of sales)  compared  to $3.4  million
(20.4% of sales) in the prior year's first quarter.  The decrease in SG&A in
the first quarter of fiscal 2005 reflects reduced corporate legal and accounting
costs, and reduced selling costs in the Power Conversion Group.

As a  result  of the  foregoing,  we  recognized  a first  quarter  fiscal  2005
operating  income  of $0.9  million  compared  to an  operating  income of $0.03
million in the first quarter of fiscal 2004. The Medical  Systems Group posted a
first  quarter  fiscal  2005  operating  profit  of $1.2  million  and the Power
Conversion Group showed operating profit of $0.4 million,  offset by unallocated
corporate costs of $0.7 million.

                                       18





Interest  expense for the first quarter of fiscal 2005 was higher than the prior
year's first quarter due to fees incurred in conjunction  with  modifications to
the Company's domestic revolving credit facility.

The Company has not provided for a U.S. domestic income tax benefit in the first
quarter of fiscal 2004.  With the exception of tax  provisions  and  adjustments
recorded at Villa,  our Italian  subsidiary,  we recorded no  adjustments to our
current or net deferred tax accounts  during the first quarter of fiscal 2005 or
fiscal 2004.

As discussed  above,  Discontinued  Operations  are related to our DHV division,
which was sold on October 1, 2004.  Discontinued operations in the first quarter
of fiscal 2005 reflect the  operations  of the DHV division  through the date of
sale,  which  recorded  income from  operations of $0.2 million during the first
quarter.  The prior year's loss from  operations  was $0.2 million for the first
quarter.

Reflecting  the  above,  we  recorded  net  income of $0.2  million or $0.02 per
share(basic  and diluted) in the first  quarter of fiscal 2005, as compared to a
net loss of $0.6 million,  or $0.06 per  share(basic  and  diluted),  during the
first quarter of fiscal 2004.


FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES

We fund our  investing and working  capital needs through a combination  of cash
flow from operations and short-term credit facilities.

Working  Capital -- At October 30, 2004 and July 31, 2004,  our working  capital
was approximately $7.3 million and $7.8 million, respectively. At such dates, we
had approximately $0.7 million and $4.8 million,  respectively, in cash and cash
equivalents,  the majority of which is at our Villa  Subsidiary in Italy.  As of
October  30,  2004,  we had  approximately  $2.9  million  of  excess  borrowing
availability  under our  domestic  revolving  credit  facility  compared to $5.8
million at July 31, 2004, reflecting payments of a $5.0 million fine to the DOD.

In addition,  as of October 30, 2004 and July 31, 2004, our Villa subsidiary had
an aggregate of  approximately  $7.5  million of excess  borrowing  availability
under its various  short-term  credit  facilities.  Terms of the Italian  credit
facilities do not permit the use of borrowing  availability to directly  finance
operating activities at our US subsidiaries.

Cash Flows from  Operating  Activities - For the quarterly  period ended October
30, 2004, the Company used  approximately  $6.2 million of cash for  operations,
compared to a generation of $1.4 million in prior fiscal year.  Contributing  to
cash usage in fiscal 2005 was the payment of a $5.0  million fine related to the
DOD investigation as explained in "Legal Proceedings" in Part II, Item 1 of this
Quarterly Report.

Cash  Flows  from  Investing   Activities  --  We  have  made  minimal  facility
improvements  and capital  equipment for the quarterly  period ended October 30,
2004 compared to $0.1 million for the prior fiscal year period.

Cash Flows  from  Financing  Activities  -- During the  quarterly  period  ended
October  30,  2004,  we  repaid  a  total  of  approximately   $0.9  million  of

                                       19





indebtedness  on our  domestic  and Italian  borrowings.  In addition  the Villa
subsidiary paid a dividend of approximately $2.5 million,  of which $0.5 million
was paid to Villa's minority  shareholders.  The remaining $2.0 million,  net of
withholding  taxes was an intercompany  transaction  with the Parent Company and
therefore eliminated in the accompanying consolidated financial statements.


The following table summarizes our contractual  obligations,  including debt and
operating leases at July 31, 2004 (in thousands):

                                                              Within         2-3            4-5         After 5
             Obligations                     Total (1)        1 Year        Years          Years         Years
-----------------------------------------    ---------        ------    ------------  ------------   ------------
Long-Term Debt Obligations................ $     2,733     $     564    $      1,155   $        568  $        446
Capital Lease Obligations.................       3,073           368             897            994           814
Subordinated Note.........................       2,000             --          2,000             --             --
Operating Lease Obligations...............         953           514             421             18             --
                                           -----------     ---------    ------------   ------------  -------------
Total Contractual Cash Obligations........ $     8,759     $   1,446    $      4,473   $      1,580  $       1,260
                                           ===========     =========    ============   ============  =============

(1)   In  addition,  as of July 31, 2004 we had  approximately  $2.7  million in
      revolving  credit  debt in the US and $0.3  million in Italy.  The Italian
      credit  facilities  are  generally  renewed on a yearly basis and the GECC
      Facility,  as amended  matures in August  2005.  The  maturity of the GECC
      Facility  is subject to  acceleration  upon  certain  events of default as
      defined in the credit agreement,  including uncured covenant defaults. The
      maturity is also  subject to  acceleration  upon the  consummation  of the
      transactions contemplated by the non-binding letters of intent the Company
      signed in October 2004 for the sale of the Company's remaining businesses.

Credit  Facility and Borrowing -- The Company has a $5 million senior  revolving
credit  agreement,  as amended,  entered into on June 10, 2002 with Transamerica
Corporation  ( the  "GECC  Facility").  In  January  2004,  GECC  completed  the
acquisition  of   Transamerica   Corporation   and  assumed  the  ownership  and
administration of our US credit facility. This facility, as amended,  expires on
the earlier of August 1, 2005 or the sale of substantially  all of the assets or
stock of RFI or the  Medical  Systems  Group  Segment.  Interest  under the GECC
Facility  is based on thirty day  commercial  paper rates plus a margin of 3.5%.
The interest rate on the GECC Facility was 4.75% at October 30, 2004 and 5.0% at
July 31, 2004.  The GECC Facility is subject to  commitment  fees of 3/8% on the
daily unused portion of the Facility,  payable monthly.  Under terms of the GECC
Facility, interest is calculated based on the higher of the actual balance, or a
floor  revolving  credit balance of $5 million.  The GECC Facility is secured by
substantially all of the Company's  accounts  receivable,  inventory,  and fixed
assets in the US. The terms of the GECC  Facility  require the Company to comply
with various operational and financial  covenants,  and place limitations on the
Company's ability to make capital expenditures and to pay dividends. The Company
is currently in compliance with these various covenants.

On October 25, 2004, the Company signed a Sixth  Amendment to the GECC Facility.
This Sixth  Amendment:  (i) extends the  maturity of the credit  facility to the
earlier of (a) August 1, 2005 or (b) the sale of substantially all of the assets

                                       20





or stock of RFI or the Medical  Systems Group segment,  (ii) reduces the maximum
formula based borrowing cap from $10 million to $5 million (iii) accelerates the
payment of the $0.5 million Performance Fee immediately upon signing as a charge
against the credit facility,  (iv) provides for a $50,000  extension fee payable
immediately  as a charge against the facility and (v) provides for an additional
fee of $10,000 per month for each month the credit facility remains  outstanding
subsequent to December 2004.

Our Villa  subsidiary is a party to various  short-term  credit  facilities with
interest rates ranging from 6% to 14%.  These  facilities  generally  renew on a
yearly basis and include  overdraft,  receivables  and import  export  financing
facilities.  In addition, Villa is a party to various medium-term commercial and
Italian Government  long-term loans.  Medium term facilities have interest rates
ranging from 3 to 6%, with principal payable  semi-annually  through maturity in
March 2007, and interest payable quarterly.  The Government long-term facilities
have an interest rate of 3.4% with principal  payable annually through September
2010.  Villa's  manufacturing  facility is subject to a capital lease obligation
which matures in 2011 with an option to purchase.  Villa is in  compliance  with
all related financial covenants under these short and long-term financings.

As of May 1, 2004, the Company has a frozen  defined  benefit plan that is under
funded.  In accordance with SFAS No. 88, at the time of final  settlement of the
pension  plan,  the Company will  recognize an expense to recognize its unfunded
status.  In September  2004, the Company began the process of  terminating  this
plan.  At time of  settlement,  which is expected in the third quarter of fiscal
2005, the Company  expects to recognize a related charge of  approximately  $0.5
million, including a cash disbursement of approximately $0.1 million.

On  February  6, 2004,  a motion  was filed for  summary  judgment  to enforce a
January 2002 class action settlement  agreement entered into by the Company. The
motion sought damages in the amount of $1,250,000, together with interest, costs
and disbursements,  and a declaration that $2,000,000 in promissory notes issued
as part of the class action  settlement are immediately due and payable,  as the
value of damages  due to the  Company's  failure to  complete  the  registration
statement noted above. On March 23, 2004, we filed a registration statement with
the SEC  covering  the  issuance  of one  million  shares  of our  common  stock
underlying warrants that were issued to certain  shareholders in connection with
the  previous  shareholder  litigation.   The  SEC  declared  this  registration
statement  effective  on May 7,  2004.  Shareholders  are able to  exercise  the
warrants  issued as part of the shareholder  litigation  settlement and purchase
the Company's  common stock at a price, as amended of $1.50 per share subject to
compliance with  applicable  blue sky laws.  These warrants are also callable by
the Company at a price of $0.25 per  warrant,  if the Common  Stock trades at or
above $4 per  share  for ten (10)  consecutive  days.  We  anticipate  using any
proceeds  received  from  the  exercise  of the  warrants  to pay  down our GECC
Facility.  In July 2004, in settlement of this matter,  Del Global  modified the
exercise,  or "strike," price of the warrants issued in 2002 from $2.00 to $1.50
per share,  and extended  the  expiration  date of such  warrants by one year to
March 28, 2009. During the fourth quarter of Fiscal 2004, the Company recorded a
charge  of  approximately  $0.5  million  to  Litigation   Settlement  Costs  in
recognition  of the  modification  to the  warrants  and the  related  legal and
professional fees incurred

As described in Legal  Proceedings  on March 8, 2002,  RFI, a subsidiary  of the
Company and the remaining part of the Power Conversion Group segment, was served
with a subpoena  by the US  Attorney  for the  Eastern  District  of New York in
connection  with an  investigation  by the DOD.  RFI supplies  electro  magnetic

                                       21





interference  filters for communications and defense  applications.  Since March
2002,  the DOD has been  investigating  certain past practices at RFI which date
back more than six years and pertain to RFI's  Military  Specification  testing,
record keeping and general  operating  procedures.  Management  retained special
counsel to  represent  the Company on this  matter.  The Company has  cooperated
fully with this investigation,  including  voluntarily providing employees to be
interviewed by the Defense Criminal Investigative Services division of the DOD.

In June 2003,  the  Company was advised  that the US  Government  was willing to
enter  into   negotiations   regarding  a   comprehensive   settlement  of  this
investigation.  Prior to the preliminary  discussions  with the US Government in
June 2003,  the Company had no basis to estimate  the  financial  impact of this
investigation.   Based  on  preliminary   settlement  discussions  with  the  US
Government,   discussions   with  the  Company's   advisors,   consideration  of
settlements  reached by other  parties in  investigations  of this  nature,  and
consideration of the Company's capital  resources,  management then developed an
estimate  of the  low  end of  the  potential  range  of the  financial  impact.
Accordingly,  during the third  quarter of fiscal 2003,  the Company  recorded a
charge of $2.3 million, which represented its estimate of the low end of a range
of potential fines and legal and professional fees.

Following negotiations,  Del Global reached a global settlement in February 2004
with the US Government that resolves the civil and criminal  matters relating to
the DOD's investigation.  The settlement included the Company pleading guilty to
one  criminal  count  and  agreeing  to  pay  fines  and  restitution  to the US
Government  of $4.6 million if paid by June 30, 2004 and $5.0 million if paid by
September 30, 2004.

In connection with this settlement,  Del Global  recognized an additional charge
of approximately  $3.2 million in the second quarter of fiscal 2004. This charge
represents the difference between the $2.3 million charge taken during the third
quarter of fiscal  2003,  and the up to $5.0  million in fines and  restitution,
plus  estimated  legal and  professional  fees related to this  settlement.  The
liability  associated  with these charges is included in  Litigation  settlement
reserves on the accompanying balance sheet.

On  September  30,  2004,  pursuant to the terms of the  settlement,  Del Global
fulfilled its obligation under this agreement by paying to the US Government the
sum of $5 million  representing  fines and restitution.  On October 7, 2004, RFI
entered a criminal guilty plea to a single count  conspiracy  charge pursuant to
the settlement and a criminal plea  agreement.  Sentencing will occur at a later
date to be determined.  There can be no assurance that the court will not impose
additional  fines  or  restitution,  or that the  combined  civil  and  criminal
restitution  imposed by the court will not vary significantly from the amount of
fines and restitution the Company has paid to date.

Del Global has been working with the Defense  Logistics  Agency,  a component of
the DOD,  to avoid any future  limitations  on the  ability of the Company to do
business  with US Government  entities.  Such  limitations  could include the US
Government seeking a "debarment" or exclusion of the Company from doing business
with US Government entities for a period of time. The Company has made a written
and oral  submission  to that agency  detailing  the remedial  measures that the
Company has taken to help ensure future compliance. If the US Government decides
not to debar RFI, Del Global,  RFI and the US Government  will need to execute a
written compliance  agreement.  No assurance can be given that the Company,  RFI
and the US Government  will enter into any such  agreement or that the debarment
will be avoided.

                                       22





The  Company  funded  the $5  million  paid  pursuant  to this  settlement  by a
combination of $2 million in borrowings  under its GECC Facility and the receipt
of a combination of dividends, return of intercompany amounts and a $0.6 million
intercompany advance from the Company's Villa subsidiary, totaling $3.0 million.

There can be no  assurance  that court  approval  will be  reached  and that the
ultimate fines and outcome of any settlement  will not vary  significantly  from
the amount of fines and restitution the Company has paid to date.

The Company's  Board of Directors,  elected at the Company's  Annual  Meeting of
Shareholders  held on May  29,  2003,  has  reviewed  the  "change  in  control"
provisions  regarding  payments totaling up to approximately  $1.8 million under
the  employment  agreement  between the Company and its former  Chief  Executive
Officer,  Samuel  Park.  As a result of this review and based upon,  among other
things,  the advice of special  counsel,  the  Company's  Board of Directors has
determined that no obligation to pay these amounts has been triggered.  Prior to
his departure from the Company on October 10, 2003, Mr. Park orally informed the
Company that, after reviewing the matter with his counsel,  he believed that the
obligation to pay these  amounts has been  triggered.  On October 27, 2003,  the
Company received a letter from Mr. Park's counsel  demanding  payment of certain
sums and other consideration pursuant to the Company's employment agreement with
Mr. Park, including these change in control payments.  On November 17, 2003, the
Company filed a complaint  against Mr. Park seeking a declaratory  judgment that
no change in control  payment was or is due to Mr. Park and that an amendment to
the employment contract with Mr. Park regarding advancement and reimbursement of
legal fees is invalid and  unenforceable.  Mr. Park  answered the  complaint and
asserted  counterclaims  seeking  payment from the Company based on his position
that a "change in control" occurred in June 2003. Mr. Park is also seeking other
consideration he believes he is owed under his employment agreement. The Company
filed a reply to Mr. Park's counterclaims  denying that he is entitled to any of
these  payments.  On October 27,  2003,  the Company  received a letter from Mr.
Park's  counsel  demanding  payment  of  certain  sums and  other  consideration
pursuant to the Company's  employment  agreement with Mr. Park,  including these
change of control payments.  On November 17, 2003, the Company filed a complaint
against  Mr.  Park  seeking a  declaratory  judgment  that no change in  control
payment  was or is due to Mr.  Park,  and that an  amendment  to the  employment
contract with Mr. Park regarding  advancement and reimbursement of legal fees is
invalid  and  unenforceable.  Mr.  Park  answered  the  complaint  and  asserted
counterclaims  seeking  payment from the Company  based on his  position  that a
"change in  control"  occurred  in June 2003.  Mr.  Park is also  seeking  other
consideration he believes he is owed under his employment agreement. The Company
filed a reply to Mr. Park's counterclaims  denying that he is entitled to any of
these payments.  The suit is now in the discovery  phase. The parties are in the
process  of  exchanging  documents,  and  depositions  are  to be  conducted  in
December, 2004. If Mr. Park prevails on his claims and the payments he seeks are
required to be paid in a lump sum,  these  payments may have a material  adverse
effect on the Company's liquidity.  It is not possible to predict the outcome of
these claims;  however,  the Company's  Board of Directors does not believe that
such a claim is  reasonably  likely  to  result in a  material  decrease  in the
Company's liquidity in the foreseeable future.

The outcome of the elections at the  Company's  Annual  Meeting of  Shareholders
held on May 29,  2003  represents  a change in control  under  change in control
agreements  between  the  Company  and each of four other  members of  executive
management.  However,  as each of these  agreements  contains  "double-triggers"

                                       23





requiring the termination of the individual,  no change in control  payments are
currently due to any such individuals.  In August, 2004 the Company entered into
a  settlement  agreement  and  release  with the former CFO  whereby  the former
officer provided a general release to the Company,  including a release from any
potential  claim  under  his  change  in  control  agreement,  in  exchange  for
approximately $0.2 million.

On October 1, 2004, the Company  completed the sale of its DHV division for $3.1
million plus the  assumption of $0.8 million of  liabilities  as described  more
fully in the Notes to the Consolidated  Financial Statements included in Part I,
Item I of this Quarterly  Report.  Also during the first quarter of fiscal 2005,
the  Company  signed  non-binding  letters of intent for the sale of the Medical
Systems Group Segment and the remaining  business of the Power  Conversion Group
Segment.  These  letters  of intent are  non-binding  and  subject to  customary
closing  conditions,  including  , in the  case  of the  Medical  Systems  Group
Segment,  approval of the Company's stockholders.  The Company also announced in
October  2005 that it may seek  stockholder  approval of a plan of  liquidation;
however,  the Board of Directors of the Company has not yet approved any plan of
liquidation. Any proceeds that may be received by Stockholders of the Company as
a result of any plan of  liquidation  may be  greater  or less than the  current
market price of the Common Stock of the Company.

The  Company  has or had no  investments  in  unconsolidated  variable  interest
entities  or other off  balance  sheet  arrangements  during any of the  periods
presented in this Quarterly Report on Form 10-Q.

We anticipate that cash generated from strategic  alternatives,  including asset
sales and additional  financings,  operations and amounts  available from credit
facilities will be sufficient to satisfy any remaining obligations under the DOD
Settlement  and currently  projected  operating cash needs for at least the next
twelve months, and for the foreseeable  future.  However,  there is no assurance
that any  alternatives  will be available to the Company on acceptable  terms at
such time or at all. No assurances can be given that the Company will be able to
consummate the transactions  outlined in the letters of intent,  or consummate a
plan of liquidation.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do  not  ordinarily  hold  market  risk  sensitive  instruments  for  trading
purposes.  We do, however,  recognize market risk from interest rate and foreign
currency exchange exposure.  There have been no changes in financial market risk
as  originally  discussed in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended July 31, 2004.

Item 4. CONTROLS AND PROCEDURES

The Company,  under the supervision and with the  participation of the Company's
management,  including  Walter F. Schneider,  Chief  Executive  Officer and Mark
Koch,  Principal  Accounting  Officer,  has evaluated the  effectiveness  of the
design and operation of the Company's  "disclosure controls and procedures",  as
such  term is  defined  in Rules  13a-15e  and  15d-15e  promulgated  under  the
Securities Exchange Act of 1934, as amended, as of the end of the period covered
by this Quarterly  Report on Form 10-Q.  Based upon that  evaluation,  the Chief
Executive  Officer and  Principal  Accounting  Officer have  concluded  that the

                                       24





Company's disclosure controls and procedures were effective as of the end of the
period  covered  by this  Quarterly  Report on Form 10-Q to  provide  reasonable
assurance  that  information  required to be disclosed by the Company in reports
that it files or  submits  under the  Securities  Act of 1934,  as  amended,  is
recorded,  processed,  summarized and reported within the time periods specified
in SEC rules and forms.

In  the  ordinary  course  of  business,  the  Company  routinely  enhances  its
information  systems by either upgrading its current systems or implementing new
systems.  There were no changes in the Company's  internal  controls or in other
factors that could  significantly  affect these  controls,  during the Company's
first fiscal quarter ended October 30, 2004, that have materially  affected,  or
are reasonably likely to materially  affect, the Company's internal control over
financial reporting.

A control  system,  no matter how well conceived and operated,  can provide only
reasonable, not absolute assurance that the objectives of the control system are
met. Because of the inherent  limitations in all control systems,  no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.

                                       25





                          PART II - OTHER INFORMATION

Item 1.      LEGAL PROCEEDINGS

     DOD  INVESTIGATION - On March 8, 2002, RFI, a subsidiary of the Company and
the remaining  part of the Power  Conversion  Group  segment,  was served with a
subpoena by the US Attorney for the Eastern  District of New York in  connection
with an investigation  by the DOD. RFI supplies  electro  magnetic  interference
filters for communications and defense  applications.  Since March 2002, the DOD
has been  investigating  certain past practices at RFI which date back more than
six years and pertain to RFI's Military  Specification  testing,  record keeping
and  general  operating  procedures.  Management  retained  special  counsel  to
represent the Company on this matter. The Company has cooperated fully with this
investigation,  including  voluntarily  providing employees to be interviewed by
the Defense Criminal Investigative Services division of the DOD.

     In June 2003, the Company was advised that the US Government was willing to
enter  into   negotiations   regarding  a   comprehensive   settlement  of  this
investigation.  Prior to the preliminary  discussions  with the US Government in
June 2003,  the Company had no basis to estimate  the  financial  impact of this
investigation.   Based  on  preliminary   settlement  discussions  with  the  US
Government,   discussions   with  the  Company's   advisors,   consideration  of
settlements  reached by other  parties in  investigations  of this  nature,  and
consideration of the Company's capital  resources,  management then developed an
estimate  of the  low  end of  the  potential  range  of the  financial  impact.
Accordingly,  during the third  quarter of fiscal 2003,  the Company  recorded a
charge of $2.3 million, which represented its estimate of the low end of a range
of potential fines and legal and professional fees.

     Following negotiations,  Del Global reached a global settlement in February
2004  with the US  Government  that  resolves  the civil  and  criminal  matters
relating  to the  DOD's  investigation.  The  settlement  included  the  Company
pleading  guilty to one criminal count and agreeing to pay fines and restitution
to the US  Government  of $4.6 million if paid by June 30, 2004 and $5.0 million
if paid by September 30, 2004.

     In connection  with this  settlement,  Del Global  recognized an additional
charge of approximately  $3.2 million in the second quarter of fiscal 2004. This
charge  represents the  difference  between the $2.3 million charge taken during
the  third  quarter  of fiscal  2003,  and the up to $5.0  million  in fines and
restitution,  plus  estimated  legal  and  professional  fees  related  to  this
settlement.   The  liability  associated  with  these  charges  is  included  in
Litigation settlement reserves on the accompanying balance sheet.

     On September 30, 2004, pursuant to the terms of the settlement,  Del Global
fulfilled its obligation under this agreement by paying to the US Government the
sum of $5 million  representing  fines and restitution.  On October 7, 2004, RFI
entered a criminal guilty plea to a single count  conspiracy  charge pursuant to
the settlement and a criminal plea  agreement.  Sentencing will occur at a later
date to be determined.  There can be no assurance that the court will not impose
additional  fines  or  restitution,  or that the  combined  civil  and  criminal
restitution  imposed by the court will not vary significantly from the amount of
fines and restitution the Company has paid to date.

     Del Global has been working with the Defense  Logistics Agency, a component
of the DOD, to avoid any future  limitations on the ability of the Company to do
business  with US Government  entities.  Such  limitations  could include the US

                                       26





Government seeking a "debarment" or exclusion of the Company from doing business
with US Government entities for a period of time. The Company has made a written
and oral  submission  to that agency  detailing  the remedial  measures that the
Company has taken to help ensure future compliance. If the US Government decides
not to debar RFI, Del Global,  RFI and the US Government  will need to execute a
written compliance  agreement.  No assurance can be given that the Company,  RFI
and the US Government  will enter into any such  agreement or that the debarment
will be avoided.

     EMPLOYMENT  MATTERS - The Company had an employment  agreement  with Samuel
Park, the previous Chief Executive Officer ("CEO") for the period May 1, 2001 to
April 30, 2004. The terms of this agreement provided a base salary,  bonuses and
deferred  compensation.  The bonus  provided  by this  agreement  was based on a
percentage of the base salary,  if certain  performance goals established by the
board were achieved. In addition,  the employment agreement provided for certain
payments  in the event of death,  disability  or  change in the  control  of the
Company.

     On October 10, 2003,  the Company  announced the  appointment  of Walter F.
Schneider as President  and CEO to replace Mr. Park,  effective as of such date.
As a result,  the  Company  recorded a charge of $0.2  million  during the first
quarter  of fiscal  2004 to  accrue  the  balance  remaining  under  Mr.  Park's
employment agreement.

     In addition,  the Company's  Board of  Directors,  elected at the Company's
Annual Meeting of Shareholders held on May 29, 2003, had previously reviewed the
"change of control"  provisions  regarding payments totaling up to approximately
$1.8 million under the employment agreement between the Company and Mr. Park. As
a result of this  review  and based  upon,  among  other  things,  the advice of
special counsel,  the Company's Board of Directors determined that no obligation
to pay these amounts has been triggered. Prior to his departure from the Company
on October 10, 2003, Mr. Park orally informed the Company that,  after reviewing
the matter  with his  counsel,  he  believes  that the  obligation  to pay these
amounts has been triggered.  On October 27, 2003, the Company  received a letter
from  Mr.  Park's   counsel   demanding   payment  of  certain  sums  and  other
consideration  pursuant to the  Company's  employment  agreement  with Mr. Park,
including  these change of control  payments.  On November 17, 2003, the Company
filed a complaint against Mr. Park seeking a declaratory judgment that no change
in control  payment  was or is due to Mr.  Park,  and that an  amendment  to the
employment  contract with Mr. Park regarding  advancement and  reimbursement  of
legal fees is invalid and  unenforceable.  Mr. Park  answered the  complaint and
asserted  counterclaims  seeking  payment from the Company based on his position
that a "change in control" occurred in June 2003. Mr. Park is also seeking other
consideration he believes he is owed under his employment agreement. The Company
filed a reply to Mr. Park's counterclaims  denying that he is entitled to any of
these payments.  The suit is now in the discovery  phase. The parties are in the
process  of  exchanging  documents,  and  depositions  are  to be  conducted  in
December, 2004. If Mr. Park prevails on his claims and the payments he seeks are
required to be paid in a lump sum,  these  payments may have a material  adverse
effect on the Company's liquidity.  It is not possible to predict the outcome of
these claims.  However,  the Company's  Board of Directors does not believe that
such a claim is  reasonably  likely  to  result in a  material  decrease  in the
Company's liquidity in the foreseeable future.

     During fiscal 2004, the Company began  employment  termination  proceedings
against an executive  of the Company.  Subsequently,  the  executive  instituted
legal proceedings alleging certain damages based on change in control provisions
of the  executive's  employment  contract  and  various  additional  actions  or
damages. The Company believes the former executive's change in control provision

                                       27





has not been triggered and that such termination was justified.  Thereafter, the
court issued an order directing a subsidiary of the Company to pay damages.  The
Company  believes  it has  meritorious  defenses to this matter and has filed an
appeal.  However,  based on the court's order,  the Company recorded a charge in
Fiscal  2004 of  approximately  $0.4  million  in  connection  with this  matter
included  in  Litigation  Settlement  reserves  in  the  accompanying  financial
statements.

     OTHER LEGAL  MATTERS - The Company is a  defendant  in several  other legal
actions in various US and foreign  jurisdictions  arising from the normal course
of business.  Management  believes the Company has meritorious  defenses to such
actions and that the outcomes will not be material to the Company's consolidated
financial statements.

Item 6.      EXHIBITS AND REPORTS ON FORM 8-K

                Exhibits

31.1*           Certification of Chief Executive  Officer,  Walter F. Schneider,
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*           Certification  of  Principal  Accounting  Officer,   Mark  Koch,
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*           Certification  of  the  Chief  Executive   Officer,   Walter  F.
                Schneider,  pursuant to 18 U.S.C.  Section 1350 adopted pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*           Certification  of  the  Chief  Accounting  Officer,  Mark  Koch,
                pursuant to 18 U.S.C.  Section 1350 adopted  pursuant to Section
                906 of the Sarbanes-Oxley Act of 2002.

                * Filed herewith

                                       28





                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES



SIGNATURES


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


                                              DEL GLOBAL TECHNOLOGIES CORP.




                                             /s/ Walter F. Schneider
                                             -----------------------
                                             Walter F. Schneider
                                             Chief Executive Officer
                                             and President




                                             /s/ Mark Koch
                                             -----------------------
                                             Mark Koch
                                             Principal Accounting Officer
                                             and Treasurer


Dated:    December 13, 2004

                                       29