8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) April 27, 2005
                                                         --------------

                          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) 686-3650
                                                           --------------


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01.      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

            On April 27, 2005,  the Board of  Directors  approved an increase to
the salary of Walter F. Schneider,  the Company's  Chief  Executive  Officer and
President,  to $300,000  per year.  The Board of  Directors  also  approved  the
issuance to Mr. Schneider of options to purchase 100,000 shares of the Company's
common stock, par value $.10, at an exercise price of $2.70 per share.

            Additionally,  on April 27, 2005, the Board of Directors  approved a
Senior Management Incentive Plan, setting forth bonuses to be paid to members of
management  for reaching  certain  incentive  targets  (the  "Senior  Management
Incentive Plan"). Under the Senior Management Incentive Plan, the Board approved
bonuses to Mr. Schneider and Mark A. Koch, the Principal  Accounting  Officer of
the registrant, of $116,000 and $33,000,  respectively,  in the event they reach
certain incentive targets. For additional information,  reference is made to the
summary plan description of the Senior Management Incentive Plan attached hereto
as EXHIBIT 99.01.

ITEM 5.02.      DEPARTURE  OF  DIRECTORS  OR  PRINCIPAL  OFFICERS;  ELECTION  OF
                DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

            On April 27,  2005,  the  registrant  received  notice from  Wallace
Barnes and Michael Cheshire  tending their voluntary  resignations as members of
the registrant's board of directors, effective April 27, 2005.

            The Board has appointed  General  Merrill A. McPeak and James Risher
to the Board,  effective  April 27, 2005, to serve until the next annual meeting
of  stockholders  and  until  their  successors  are duly  elected  and shall be
qualified.

            General  McPeak was appointed to the  compensation  committee of the
registrant's  board of directors.  Mr. Risher was appointed to the board's audit
committee.  Neither  General  McPeak  nor  Mr.  Risher  have  entered  into  any
transactions  with the Company since the beginning of the Company's  last fiscal
year which would be  reportable  under Item 404(a) of  Regulation  S-K.  Neither
General McPeak nor Mr. Risher are currently employed by the Company.

            There are no  arrangements  or  understandings  under  which  either
General McPeak nor Mr. Risher were appointed to the Board.

            For additional  information,  reference is made to the press release
attached hereto as EXHIBIT 99.02.

ITEM 8.01       OTHER EVENTS.

            On April 28, 2005, the registrant issued a press release  announcing
that (i) the registrant's 2005 annual meeting of shareholders is scheduled to be
held on Thursday,  June 30, 2005, and that the Company fixed May 25, 2005 as the
record date for the  determination of shareholders  entitled to notice of and to
vote at the annual  meeting,  and (ii) in addition to nominating  General McPeak
and Mr. Risher,  the board of directors of the registrant has nominated James R.
Henderson,  Gerald M. Czarnecki, Walter F. Schneider and Edgar J. Smith, Jr. for
re-election to the board at the 2005 Annual Meeting.

            For additional  information,  reference is made to the press release
attached hereto as EXHIBIT 99.02.





ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.

      (a)       Financial Statements of Businesses Acquired.
                Not Applicable

      (b)       Pro Forma Financial Information.
                Not Applicable

      (c)       Exhibits.
                99.01  Senior Management Incentive Plan
                99.02  Press release dated April 28, 2005.






                                   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.



                                              DEL GLOBAL TECHNOLOGIES CORP.
                                              -----------------------------
                                                       (Registrant)

Date:  May 2, 2005
                                              By:  /s/ Mark A. Koch
                                                   ---------------------------
                                                   Mark A. Koch
                                                   Principal Accounting Officer

EX-99.01

                                                                   EXHIBIT 99.01

                          DEL GLOBAL TECHNOLOGIES CORP.


                        SENIOR MANAGEMENT INCENTIVE PLAN


                            SUMMARY PLAN DESCRIPTION


                                   FISCAL 2005


                                     [NAME]


PURPOSE

The  purpose of the Del Global  Senior  Management  Incentive  Plan is to incent
Senior  Managers to lead the attainment of Company  business goals and to reward
them for such performance achievement.


DEFINITIONS


The terms used in the  description of the Senior  Manager  Incentive Plan are as
follows:


      INCENTIVE PLAN YEAR. August 1, 2004 through July 30, 2005.

      THE INCENTIVE PLAN GOALS. These are based upon Company Operating Income as
      displayed in the Fiscal 2005 Business  Plan,  minus interest  expense.  No
      adjustment  to Operating  Income can be made (for  extraordinary  or other
      items)  without  the  prior  written  approval  of the  Stock  Option  and
      Compensation Committee of the Board of Directors.

      COMPANY  OPERATING  INCOME is defined as Company Revenue  received,  minus
      cost  of  goods  sold  (COGS),   R&D  expenses  and  sales,   general  and
      administration  expenses including  corporate  allocations as displayed in
      the Fiscal 2005 Business Plan, less interest expense.

      PLAN SALARY.  The actual  Incentive Plan Year base salary earnings (gross)
      for  the  senior  manager,   excluding   other  bonus  payments,   Company
      contributions  to employee  benefit  plans,  and other  compensations  not
      designated as base salary.

      ANNUAL INCENTIVE TARGET.  The percentage of a senior manager's Plan Salary
      awarded if the specified business goals are met.

      PERFORMANCE  FACTOR.  An  adjustment  (percentage)  applied  to the Annual
      Incentive Target to reflect the actual performance compared with goals.

      ANNUAL  INCENTIVE  PAY  AWARDS.   Annual  Incentive  Pay  Awards  will  be
      calculated by applying the Performance Factor to the product of the Annual
      Incentive Target multiplied by the senior manager's Plan Salary.







      ACTIVE EMPLOYMENT STATUS.  Presently working, or available for work senior
      managers on vacation,  sick leave, jury duty,  bereavement leave, military
      leave,  or excused  absence.  Does not include those who are on short-term
      disability due to ill-health or those on unpaid leaves of absence  (unless
      such  leave  commenced  on or after May 1 of the Plan Year and the  senior
      manager is expected to return to work within 12 weeks of the  commencement
      of the leave).


PARTICIPATION

Participation  in this plan will include regular  full-time Del Global corporate
officers who are on Active Employment Status with the Company as of the last day
of the Plan Year.

Plan Participation is approved by the Stock Option and Compensation Committee of
the Board of Directors. Participation eligibility is re-evaluated each Plan Year
and  eligibility  in one Plan Year provides no  entitlement  to eligibility in a
subsequent Plan Year. Similarly,  should position scope and/or  responsibilities
change  during  the  Plan  Year,  Plan  Participation   eligibility  may  change
accordingly. This will be accompanied by written notification.


Senior  managers  who  terminate  employment  during the Plan Year due to death,
disability  or  retirement  will be eligible for an Annual  Incentive Pay award.
Senior managers who terminate during the Plan Year for any other reason will not
receive an Incentive Pay Award.

Participants  must be Officers of Del Global  Technologies  Corp by May 1 of the
Plan Year to participate in this plan.

Expected  individual  performance  standards  must be met to qualify  for Annual
Incentive Pay Award,  and the Company  reserves the right to deny payment to any
individual determined by the Company as having failed to meet such standards.


PERFORMANCE FACTOR CALCULATION FOR ANNUAL INCENTIVE PAY AWARD

When  calculating  the  Incentive  Pay against the  OPERATING  INCOME goal,  the
Performance  Factor will equal 1.0 when actual  performance for the Plan Year is
equal to the Plan Goal. For each % by which  performance  exceeds the Plan Goal,
the  Performance  Factor  will  increase  by 2 x that %. For each % by which the
performance is below the Plan Goal, the Performance  Factor will decrease by 2 x
that %.

No incentive will be paid if Operating Income is less than 90% of the Plan Goal.
The maximum Factor is 150% at 125% of Plan Goal.







FISCAL 2005 PROGRAM


Your ANNUAL INCENTIVE TARGET for Fiscal 2005 is __ of your Plan Salary.

OPERATING INCOME:  100% of Annual Incentive Target.  For Fiscal 2005 the planned
COMPANY OPERATING INCOME is $7,579,263.


PLAN ADMINISTRATION

The Stock  Option and  Compensation  Committee  of the Board of  Directors  will
approve all Senior Management Incentive Plan Awards.  Incentive payments will be
paid  approximately 120 days after the closing of the Company's  financial year.
Payments will be subject to all applicable withholding taxes.

The  establishment  of this Plan or the granting of Incentive Pay Award payments
shall not  constitute  any contract with or convey any legal right on any senior
manager against the Company or any representative of the Company.  This Plan, or
any element of it, may be changed at any time,  with or without  notice,  on the
instruction  of the Stock  Option  and  Compensation  Committee  of the Board of
Directors.

The Plan and any action taken  hereunder are subject to amendment or elimination
at any time and to all US Federal, State or National laws and regulations now in
effect or which may be enacted.

EX-99.02

                                                                   EXHIBIT 99.02


              DEL GLOBAL TECHNOLOGIES ANNOUNCES THE APPOINTMENT OF
              TWO NEW DIRECTORS, THE RESIGNATION OF TWO DIRECTORS
                AND THE DATE OF THE COMPANY'S 2005 ANNUAL MEETING


VALHALLA,  NY - April 28,  2005-- DEL GLOBAL  TECHNOLOGIES  CORP.  (DGTC)  ("Del
Global" or "the Company")  today announced the appointment of General Merrill A.
McPeak and Mr. James Risher to the Board of Directors effective April 27, 2005.

As the Company  announced on March 30, 2005,  the Board has concluded its review
of strategic alternatives, and determined that the shareholders' interests would
be best served by the Company continuing to operate as a stand-alone entity. The
Board's  appointment  of General  McPeak and Mr.  Risher is in keeping  with the
Board's  efforts  to focus on  improving  operations  and the  expansion  of the
Company's business.

General  Merrill  A.  McPeak,  age 69,  has  served  as  President  of  McPeak &
Associates, a management consulting firm, since 1995. General McPeak entered the
U.S. Air Force in 1957 and served in various  positions  throughout  his tenure.
From  October  1990 until  October  1994,  he was Chief of Staff of the U.S. Air
Force. He also served as Commander-in-Chief, Pacific Air Forces, from 1988 until
1990,  Commander,  Twelfth Air Force,  from 1987 until 1988 and Deputy  Chief of
Staff, Programs and Resources,  from 1985 until 1987. He serves as a director of
Tektronix,  Inc. (NYSE:  TEK), a manufacturer and marketer of test,  measurement
and monitoring  solutions,  GigaBeam  Corporation (OTCBB:  GGBM), a designer and
developer  of  wireless  point-to-point  communications  equipment,  and several
private  companies.  He received a bachelor of arts degree in economics from San
Diego State College and a master of science  degree in  international  relations
from George Washington University.

Mr.  Risher,  age 62,  has been the  Managing  Partner of Lumina  Group,  LLC, a
private company engaged in the business of consulting and investing in small and
mid-size  companies,  since 1998.  From  February  2001 to May 2002,  Mr. Risher
served as  Chairman  and Chief  Executive  Officer of BlueStar  Battery  Systems
International,   Inc.  ("BlueStar"),  a  Canadian  public  company  that  is  an
e-commerce  distributor  of  electrical  and  electronic  products  to  selected
automotive  aftermarket  segments and targeted industrial markets.  From 1986 to
1998, Mr. Risher served as a director,  Chief Executive Officer and President of
Exide Electronics Group, Inc. ("Exide"),  a global leader in the uninterruptible
power supply industry. He also served as Chairman of Exide from December 1997 to
July 1998.  Mr.  Risher  has also been a  director  of SL  Industries,  Inc.,  a
designer and producer of  proprietary  advanced  systems and  equipment  for the
power and data quality industry, since May 2003.







The Company also announced the voluntary resignation,  effective April 27, 2005,
of Wallace  Barnes  and  Michael  Cheshire  from the Board of  Directors  of the
Company.

Suzanne Hopgood, the Chairman of the Board, commented, "The Board thanks Messrs.
Barnes and Cheshire for their  service with the Board,  including  their work to
enhance shareholder value and help move the Company forward.  The Board's recent
accomplishments,  all of which had been previously announced, have included: the
conclusion of the  investigation  by the United States  Securities  and Exchange
Commission;  the  completion  of  the  United  States  Department  of  Defense's
investigation  of the  Company;  corporate  governance  reforms,  including  the
elimination of the Company's poison pill and the changes to the Company's bylaws
allowing  shareholders  to  call  a  meeting;  the  return  of  the  Company  to
profitability; and the sale of the High Voltage division.  Additionally,  during
the tenure of Messrs. Barnes and Cheshire, the Board of Directors of the Company
aligned  compensation and performance  incentives,  put a new management team in
place,  the  Company's  financial  structure  has  been  stabilized  and  strong
corporate initiatives have been implemented."

The  Company  also  announced  that its 2005  Annual  Meeting is  scheduled  for
Thursday,  June 30,  2005.  The record date was set for May 25, 2005. A slate of
six  directors  will be nominated  for election at the 2005 Annual  Meeting.  In
addition to nominating  General McPeak and Mr. Risher, the Company has nominated
James Henderson,  Gerald M. Czarnecki,  Walter Schneider and Edgar J. Smith, Jr.
for re-election to the Board at the 2005 Annual Meeting.  Ms. Hopgood has chosen
not to stand for reelection,  but she stated that, in her opinion,  "the Company
has selected a slate of nominees whose  qualifications  are consistent  with the
Company's plans to grow the business and increase profitability."

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.  Through its
RFI  subsidiary,  Del  Global  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.

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.  Del Global  cautions that
these  statements are not  guarantees of future  performance.  These  statements
involve a number of risks  and  uncertainties  that are  difficult  to  predict,
including,  but not  limited  to: the  ability of Del  Global 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; the ability of Del Global to avoid a debarment from doing business with







the U.S.  Government;  market and operating risks from foreign currency exchange
exposures;  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:

DEL GLOBAL TECHNOLOGIES CORP.
Walter F. Schneider/Mark Koch,
(914) 686-3650

INVESTOR RELATIONS:
Devin Sullivan, 212-836-9608
or
Adam Prior, 212-836-9606