10-Q

                                  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 January 28, 2006
                                       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         No
  X
- ------    -----

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

Yes            No
               X
- -----       -----


                                       1


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)

Yes            No
               X
- -----       -----

The number of shares of Registrant's common stock outstanding as of March 14,
2006 was 11,614,266.


                                       2


              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         4
       and Six Months ended January 28, 2006 and January 29, 2005


       Consolidated Balance Sheets - January 28, 2006 and July 30, 2005   5-6


       Consolidated Statements of Cash Flows for the Six Months Ended     7-8
         January 28, 2006 and January 29, 2005


       Notes to Consolidated Financial Statements                         9-17


       Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations           18-26

       Item 3.  Quantitative and Qualitative Disclosures about Market
                  Risk                                                    26

       Item 4.  Controls and Procedures                                   26-27

Part II. Other Information:


       Item 1.  Legal Proceedings                                         28-29

       Item 6.  Exhibits                                                  29


       Signatures                                                         30

       Certifications                                                     31-36


                                       3


PART I  FINANCIAL INFORMATION
 ITEM 1  FINANCIAL STATEMENTS
                       DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Dollars in Thousands except per share data)
                                                  (Unaudited)
                                   Three Months Ended      Six Months Ended
                                   Jan. 28,    Jan. 29,  Jan. 28,   Jan. 29,
                                       2006        2005      2006      2005
                                     -------    -------   ------     -------
 NET SALES                          $21,994    $26,609    $38,233    $45,367
 COST OF SALES                       16,780     19,641     29,284     33,846
                                    -------    -------    -------    -------
 GROSS MARGIN                         5,214      6,968      8,949     11,521
                                    -------    -------    -------    -------
 Selling, general and administrative  3,773      4,396      6,772      7,672
 Research and development               429        449        782        822
 Litigation settlement costs             --        300        500        300
                                    --------    ------    -------    -------
 Total operating expenses             4,202      5,145      8,054      8,794
                                    -------    -------    -------    -------
 OPERATING INCOME                     1,012      1,823        895      2,727
 Interest expense                      (384)      (259)      (594)      (681)
 Other income/(expense)                 (53)       (26)       (40)       (12)
                                    -------      -----    -------    -------
 INCOME FROM CONTINUING
 OPERATIONS BEFORE INCOME TAX
 PROVISION AND MINORITY INTEREST        575      1,538        261      2,034
 Income tax provision                   524        932        696      1,309
                                   --------     ------    -------    -------
 INCOME (LOSS) FROM CONTINUING
 OPERATIONS BEFORE MINORITY INTEREST    51         606       (435)       725
 Minority interest                      111        238        108        309
                                    -------      ------    -------    -------
 INCOME (LOSS) FROM CONTINUING
 OPERATIONS                            (60)       368       (543)        416
 Discontinued operations                 --         --         --        199
                                   --------     ------    -------   --------
 NET INCOME(LOSS)                   $  (60)  $    368    $  (543)  $    615
                                   ========    =======    =======   ========
INCOME(LOSS)PER COMMON SHARE-BASIC
   Continuing operations            $ (0.01)   $  0.04     $(0.05)    $ 0.04
   Discontinued operations               --         --         --       0.02
                                     ------      ------     -----      -----
   Net income(loss) per basic share  $(0.01)   $  0.04     $(0.05)    $ 0.06
                                     ======    =======     ======     ======
INCOME (LOSS) PER COMMON SHARE-DILUTED
   Continuing operations             $(0.01)    $ 0.03     $(0.05)    $ 0.03
   Discontinued operations                 -        --         --       0.02
                                      ------    ------     ------     ------
   Net income(loss)per diluted share $(0.01)    $ 0.03     $(0.05)    $ 0.05
                                      ======    ======     ======     ======
   Weighted average number of common
   shares outstanding (in thousands):
        Basic                         11,077    10,477     10,854     10,415
        Diluted                       11,077    11,416     10,854     11,407
 See notes to consolidated financial statements


                                       4



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


                                     ASSETS


                                               January 28,          July 30,
                                                     2006              2005
                                                 --------           --------
                                                (Unaudited)         (Audited)
   CURRENT ASSETS
   Cash and cash equivalents                      $ 1,750           $ 1,466

   Trade receivables (net of allowance
     for doubtful accounts of $1,005 and $1,030
     at January 28, 2006 and July 30, 2005,
     respectively)                                 15,733             14,218

   Inventory                                       16,186             14,852
   Prepaid expenses and other current
    assets                                            489                724
                                                  -------           --------
      Total current assets                         34,158             31,260

   FIXED ASSETS - Net                               6,283              6,485
   DEFERRED INCOME TAX ASSET-NON CURRENT            1,223                841
   GOODWILL                                         6,437              1,911
   INTANGIBLES - Net                                    5                 38
   OTHER ASSETS                                       328                241
                                                 --------          ---------
      TOTAL ASSETS                                $48,434            $40,776
                                                 ========          =========


  See notes to consolidated financial statements


                                       5


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

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                               January 28,          July 30,
                                                     2006              2005
                                                 --------           --------
                                                (Unaudited)         (Audited)

CURRENT LIABILITIES
   Short-term credit facilities                  $ 5,151             $ 5,051
   Current portion of long-term debt               1,045                 783
   Accounts payable - trade                       12,770               9,258
   Accrued liabilities                             6,393               5,488
   Litigation settlement reserves                    305                  56
   Income taxes payable                               67                 502
                                                --------           ---------
      Total current liabilities                   25,731              21,138

NON-CURRENT LIABILITIES
   Long-term debt                                  5,499               4,296
   Subordinated note                               2,285               2,158
   Other long-term liabilities                     2,851               2,683
   Deferred income tax liabilities - non current     314                  --
                                                 -------            --------
      Total liabilities                           36,680              30,275
                                                 -------            --------

MINORITY INTEREST IN SUBSIDIARY                       --               1,273
                                                 -------            ---------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
   Common stock, $.10 par value;
   Authorized  20,000,000  shares;
     Issued  - 12,245,299 and 11,252,958
     at January 28, 2006 and July 30, 2005         1,225               1,125
   Additional paid-in capital                     67,631              64,448
   Accumulated other comprehensive income          1,239               1,450
   Accumulated deficit                           (52,795)            (52,249)
   Less common stock in treasury - 643,533
     shares at January 28, 2006 and
     July 30, 2005                                (5,546)             (5,546)
                                                ---------           ---------
   Total shareholders' equity                     11,754               9,228
                                                ---------           ---------
   TOTAL LIABILITIES AND SHAREHOLDERS'
   EQUITY                                       $ 48,434            $ 40,776
                                                ========            ========




See notes to consolidated financial statements


                                       6


                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                 (Unaudited)
                                                      Six Months Ended
                                               Jan 28, 2006    Jan. 29, 2005
                                               -------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Income (loss)from continuing operations           $  (543)      $    416
  Adjustments to reconcile net income(loss)to
   net cash provided by (used in)
   operating activities:
  Depreciation and amortization                         405            651
  Imputed interest - Subordinated note                  127             65
  Minority interest                                     108           (167)
  Stock based compensation expense                      127             19
  Deferred income tax                                    68           (118)
  Loss on sale of fixed assets                          128             34
  Litigation settlement provision                       500            300
  Changes in operating assets and liabilities:
  Increase in trade receivables                      (1,719)          (398)
  (Increase) decrease in inventory                   (1,507)         2,222
  (Increase) decrease in prepaid expenses and
    other current assets                               (105)           201
  (Increase) decrease in other assets                   (88)            45
  Increase in accounts payable - trade                3,686            260
  Increase (decrease) in accrued liabilities            699           (871)
  Payment of litigation settlement costs               (251)        (5,078)
  (Decrease) in income taxes payable                   (433)           (49)
  Increase in other long-term liabilities               217            118
                                                    -------        -------
Net cash provided by(used in)operating activities     1,419         (2,350)
                                                    -------        -------
Cash Flows from discontinued operations
  and sale proceeds                                      --          3,463
CASH FLOWS FROM INVESTING ACTIVITIES:               --------       --------
  Fixed asset purchases                                (379)          (119)
  Acquisition of minority interest                   (2,612)             -
                                                    -------        -------
Net cash used in investing activities                (2,991)          (119)
                                                    -------        -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings (repayment) of short-term debt             125         (1,170)
  Warrant exercise                                        2             23
  Stock option exercise                                 205            186
  Borrowing of long-term debt                         2,000              -
  Repayment of long-term debt                          (449)             -
  Dividend to Villa minority shareholders                --           (509)
                                                    -------         -------
Net cash provided by (used in)
 financing activities                                 1,883          (1,470)
                                                   --------         -------


                                       7


                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                 (Unaudited)
                                                    Six Months Ended
                                             Jan 28, 2006    Jan. 29, 2005

EFFECT OF EXCHANGE RATE CHANGES                       (27)           680
                                                  -------        -------
NET CHANGE IN CASH AND CASH EQUIVALENTS               284            204
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD                                       1,466          4,755
                                                  -------        -------
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD                                        $ 1,750        $ 4,959
                                                  =======        =======

Non-Cash Transactions:

Financing Activities:
  Acquisition of minority interest                $(2,950)      $      --

Investing Activities:
Stock issued for purchase of minority interest    $ 2,950       $      --


See notes to consolidated financial statements


                                       8




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

1. DESCRIPTION OF THE BUSINESS

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 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 30, 2005. Certain prior years' 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.

The Company's fiscal year-end is based on a 52/53-week cycle ending on the
Saturday nearest to July 31. Results of the Company's foreign subsidiary, Villa
Sistemi Medicali S.p.A. ("Villa"), are consolidated into Del Global's
consolidated financial statements based on a fiscal year that ends on June 30
and 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 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.

In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payments,"
which established standards for transactions in which an entity exchanges its
equity instruments for goods and services. The standard requires a public entity
to measure the equity instruments award based on the grant-date fair value. This
eliminates the exception to account for such awards using the intrinsic method
previously allowed under APB Opinion No. 25. SFAS No 123 (R) has been adopted
for fiscal year 2006. The statement does not require restatement of previously


                                       9


issued statements and is being applied on a prospective basis.

Prior to the adoption of SFAS 123 (R), the Company accounted 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 (R), the Company's net income or loss
and net income or loss per share for the three months and six months ended
January 29, 2005 would have been stated at the pro forma amounts indicated
below:
                                       Three                   Six
                                    Months Ended           Months Ended
                                   --------------         --------------
                                       Jan. 29,              Jan. 29,
                                          2005                2005
                                       -------              -------
Net income - as reported              $    368            $    615

  Deduct: Total stock-based
  awards determined under
  fair value method                        (68)                (135)
                                      --------             --------
Proforma Net Income                   $    300             $    480
                                      ========             ========
Income per share - Basic

  As reported                           $ 0.04               $ 0.06
  Proforma                              $ 0.03               $ 0.05

Income per share - Diluted

  As reported                           $ 0.03               $ 0.05
  Proforma                              $ 0.03               $ 0.04

NEW ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 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 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 Company adopted this statement as of
the beginning of the first quarter of fiscal 2006 and effects were not material
to its financial statements or results of operations.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets", which eliminates the exception for nonmonetary exchanges of similar


                                       10


productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. SFAS No. 153 became
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. The Company adopted this statement as of the beginning of
the first quarter of fiscal 2006 and effects were not material to its financial
statements or results of operations.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and SFAS No. 3." This Statement
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes, unless impracticable, retrospective
application as the required method for reporting a change in accounting
principle, in the absence of explicit transition requirements specific to the
newly adopted accounting principle. This Statement also provides guidance for
determining whether retrospective application of a change in accounting
principle is impracticable and for reporting a change when retrospective
application is impracticable. The correction of an error in previously issued
financial statements is not an accounting change. However, the reporting of an
error correction involves adjustments to previously issued financial statements
similar to those generally applicable to reporting an accounting change
retrospectively. Therefore, the reporting of a correction of an error by
restating previously issued financial statements is also addressed by this
Statement. The Statement is effective for accounting changes made in fiscal
years beginning after December 15, 2005. The Company does not believe the
adoption of SFAS No. 154 will have a material impact on the Company's financial
statements or results of operations.

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting
for Conditional Asset Retirement Obligations." FIN 47 provides guidance relating
to the identification of and financial reporting for legal obligations to
perform an asset retirement activity. The Interpretation requires recognition of
a liability for the fair value of a conditional asset retirement obligation when
incurred if the liability's fair value can be reasonably estimated. FIN No. 47
also defines when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation. The provision is
effective no later than the end of fiscal years ending after December 15, 2005.
The Company does not believe the adoption of FIN No. 47 will have a material
impact on the Company's financial statements or results of operations.

2. ACQUISITION OF MINORITY INTEREST IN VILLA

On December 23, 2005, the Company acquired the remaining 20% of Villa for $2,612
plus 904,762 restricted shares of Company common stock. These shares were valued
at $3.26 a share or $2,950 and are subject to SEC Rule 144 limitations as to
holding periods and trading volume limitations. Goodwill in the amount of $4,525
was recorded and $934 of minority interest was reversed after recognition of a
$388 dividend. Due to the previous 80% ownership interest existing at the time
of the original acquisition, the assets and liabilities of the Villa subsidiary
were fully consolidated before the transaction and considered to be at fair
market value with no additional adjustments necessary.

3. DISCONTINUED OPERATIONS

On October 1, 2004, the Company completed the sale of DHV for a price of $3,100,
plus the assumption of approximately $800 of liabilities. This division was


                                       11


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    Six Months Ended
                                               Jan. 29,           Jan. 29,
                                                  2005               2005
                                             ---------          ---------
Revenues                                       $    -              $7,936
Net income before income tax provision              -                 199
Income tax provision                                -                   -
Income from discontinued operations                 -                 199

Income from discontinued operations, net for fiscal year 2005, includes two
months of operations through the October 1, 2004 disposition date and a gain on
sale of the DHV assets of $21.

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. Under the
provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," the Company
ceased all goodwill amortization effective August 4, 2002.

During the second quarter of fiscal 2006, the Company acquired the minority
interest in the Villa subsidiary (See Note 2 above). This acquisition increased
goodwill in the Medical Systems Group by $4,526.

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 and will become fully amortized
during fiscal 2006. The components of our amortizable intangible assets are as
follows:

                   January 28, 2006                 July 30, 2005
                   ----------------                 --------------
             Gross Carrying  Accumulated     Gross Carrying   Accumulated
                 Amounts     Amortization        Amounts      Amortization

Distribution
Network          $   653        S   648           $   653        $   615
                 -------        -------           -------        -------
Total            $   653        $   648           $   653        $   615
                 =======        =======           =======        =======

Amortization expense for intangible assets for the three and six months of
fiscal year 2006 was $17 and $33, respectively, and for fiscal year 2005 was $16
and $32, respectively. Estimated amortization expense for the remainder of 2006
and the five succeeding fiscal years is as follows:

     2006 (remainder)            5
     2007-2009                 None

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


                                       12


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".

                                       January 28, 2006      July 30, 2005
                                       ----------------      -------------
                                          (Unaudited)           (Audited)
 Raw materials and purchased parts          $ 13,497             $ 12,540
 Work-in-process                               2,443                2,615
 Finished goods                                3,046                2,714
                                            --------             --------
                                              18,986               17,869
 Less allowance for obsolete and excess
  inventory                                   (2,800)              (3,017)
                                            --------             --------
        Total inventory                     $ 16,186             $ 14,852
                                            ========             ========

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 second quarter and first six months of fiscal 2006, the Company
incurred costs of $132 and $17, respectively, related to warranty claims
submitted and accrued $45 and $32 related to product warranties issued during
the three and six months of fiscal 2006, respectively. The liability related to
warranties is included in accrued expenses on the accompanying Consolidated
Balance Sheets and is $953 and $1,040 at January 28, 2006 and July 30, 2005,
respectively.

COMPREHENSIVE INCOME (LOSS)

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


                                       13


Comprehensive loss for 2006 and 2005 was as follows:

                                       Three Months Ended    Six Months Ended
                                      Jan. 28,   Jan. 29,   Jan. 28,   Jan. 29,
                                         2006       2005      2006       2005
                                      -------  ---------   -------    --------
Net income (loss)                      $  (60)  $   368      $ (543)  $    615
Foreign currency translation adjustments (186)      575        (211)       334
                                       ------   --------     ------   --------
 Comprehensive income (loss)           $ (246) $    943     $  (754)  $    949
                                       ======  ========     =======   ========

INCOME (LOSS) PER SHARE                  Three Months Ended    Six Months Ended
                                     Jan. 28,   Jan. 29,   Jan. 28,    Jan. 29,
                                        2006       2005       2006       2005
                                     -------    -------    -------    -------
Numerator:
   Net income (loss)                 $  (60)    $    368     $ (543)  $    615
                                     =======    ========     ======   ========

Denominator for basic income (loss) per share -
  Weighted average shares
    outstanding                  11,077,034  10,477,034  10,853,611  10,415,080
  Effect of dilutive securities          --     939,269          --     991,619
                                 ----------  ----------  ----------  ----------
Denominator for diluted loss
   per share                     11,077,034  11,416,303  10,853,611  11,406,699
                                 ==========  ==========  ==========  ==========
Income (loss) per common share
   Basic                              $ (.01)   $  0.04      $(0.05)    $  0.06
   Diluted                              (.01)      0.03       (0.05)       0.05

Common shares outstanding for the current and prior period ended were reduced by
622,770 shares of treasury stock. The computation of dilutive securities
includes the assumed conversion of warrants and employee stock options to
purchase common stock. The fiscal 2006 computation of diluted shares outstanding
at January 28, 2006, does not include 1,600,994 employee stock options and
940,865 warrants to purchase Company common stock since the effect of their
assumed conversion would be anti-dilutive.

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
January 28, 2006                        Group       Group      Other     Total
- -----------------------                 ---------   --------  --------  -------
Net Sales to Unaffiliated Customers       $19,016   $  2,978       -    $21,994
Cost of sales                              14,722      2,058       -     16,780
                                          -------   --------   -------   ------
Gross margin                                4,294        920       -      5,214

Operating expenses                          2,988        538      676     4,202

                                           ------    -------   ------    ------
Operating income (loss)                    $1,306   $    382  $  (676)  $ 1,012
                                           ======    =======   ======    ======


                                       14


                                        Medical     Power
For three months ended                  Systems     Conversion
January 29, 2005                        Group       Group      Other     Total
- -----------------------                 ---------   --------  --------  -------
Net Sales to Unaffiliated Customers       $22,908   $  3,701       -    $26,609
Cost of sales                              17,113      2,528       -     19,641
                                          -------   --------   -------   ------
Gross margin                                5,795      1,173       -      6,968

Operating expenses                          2,924        915    1,306     5,145

                                           ------    -------   ------    ------
Operating income (loss)                    $2,871   $    258  $(1,306)  $ 1,823
                                           ======    =======   ======    ======

                                        Medical     Power
For six months ended                    Systems     Conversion
January 28, 2006                        Group       Group      Other     Total
- -----------------------                 ---------   --------  --------  -------
Net Sales to Unaffiliated Customers       $31,792   $  6,441       -    $38,233
Cost of sales                              24,883      4,401       -     29,284
                                          -------   --------   -------   ------
Gross margin                                6,909      2,040       -      8,949

Operating expenses                          5,343      1,105    1,606     8,054

                                           ------    -------   ------    ------
Operating income (loss)                    $1,566    $   935  $(1,606)   $  895
                                           ======    =======   ======    ======


                                        Medical     Power
For six months ended                    Systems     Conversion
January 29, 2005                        Group       Group      Other     Total
- -----------------------                 ---------   --------  --------  -------
Net Sales to Unaffiliated Customers       $38,281   $  7,086       -    $45,367
Cost of sales                              28,915      4,931       -     33,846
                                          -------   --------   -------   ------
Gross margin                                9,366      2,155       -     11,521

Operating expenses                          5,299      1,449    2,046     8,794

                                           ------    -------   ------    ------
Operating income (loss)                    $4,067    $   706  $(2,046)   $2,727
                                           ======    =======   ======    ======

CONTINGENCIES

STRATEGIC ALTERNATIVES - On March 21, 2005, the Company was notified by Palladio
Corporate Finance S.p.A. and Palladio Finaziaria S.p.A. (collectively
"Palladio"), the party with whom it signed a non-binding letter of intent for
the sale of its Medical Systems Group, that Palladio was terminating
negotiations under the letter of intent. The letter of intent provided for a
$1.0 million payment payable in the event that no later than March 4, 2005, the
buyer was ready, willing and able to enter into a definitive purchase agreement
based on the terms of the letter of intent and containing reasonable and
customary representations, warranties, terms and conditions relating to the


                                       15


transaction, and the Company elected not to enter into such purchase agreement.
Palladio filed a lawsuit against the Company and its Del Medical Imaging Corp.
subsidiary on April 15, 2005, in the United States District Court, Southern
District of New York. The lawsuit sought payment of the $1.0 million, plus
interest, as well as reasonable attorney's fees. The Company filed an Answer to
this lawsuit on June 8, 2005, contesting Palladio's claim to these damages, and
thereafter served discovery requests. At a court conference held on September
28, 2005, the parties agreed to submit to non-binding mediation in an attempt to
settle this dispute. A mediation conference was scheduled for November 21, 2005.
At this mediation, the Company settled this dispute with Palladio for payments
totaling $0.5 million over the following 18 months. The Company recorded a
related expense of $0.5 million in the first quarter 2006 operating expenses.

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 employment agreement provided for certain payments in the
event of a change in 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.

The Company's Board of Directors, elected at the Company's Annual Meeting of
Shareholders held on May 29, 2003, had 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. Discovery in this matter was conducted and completed. Following
discovery, the Company and Mr. Park filed motions for summary judgment on the
issues related to the change in control and amendment to the employment
agreement, which motions have been fully submitted to the court for
consideration. To date, no decision has been issued by the court on these
motions. 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.


                                       16


During fiscal 2004, an Italian subsidiary of the Company began employment
termination proceedings against an executive. Subsequently, the executive
instituted legal proceedings in the labor court in Italy against the executive's
former employer asserting certain monetary claims based on change in control
provisions in a letter dated January 10, 2003 to the executive. The court issued
a "pay or justify" order directing the Company's subsidiary to pay damages of
about euro 306 plus interest and costs. The subsidiary has challenged this order
in the Italian labor court. Subsequently, the executive served a writ of summons
on the Company as a third party claim against the Company in the litigation
pending with the subsidiary in March 2005. The next hearing date in the Italian
labor court on this action is scheduled for March 31, 2006. In addition, the
executive has brought an action in the Italian labor court for unlawful
dismissal under the Italian labor laws against the Company's subsidiary. The
subsidiary entered an appearance and filed a counterclaim. In addition, the
executive has brought an action in the Italian Corporate courts challenging the
subsidiary's removal of the executive as managing director. The executive has
not specified any damages in this action and it is in the preliminary stage. The
Company believes that the executive's change in control provision has not been
triggered and that such executive's termination was justified. However, based on
the court's "pay or justify" order to pay euro 306, the Company recorded a
charge in fiscal year 2004 of approximately $360, in connection with this matter
and which charge is included in litigation Settlement reserves in the
accompanying financial statements.


                                       17


              DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

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 and favorable determinations
in various legal and regulatory matters. 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 30, 2005 and Current Reports on Form
8-K.

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 10-Q for the fiscal quarter ended January 28,
2006(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.

CRITICAL ACCOUNTING POLICIES

Complete descriptions of significant accounting policies are outlined in Note 1
of the Notes to Consolidated Financial Statements included in our Annual Report
on Form 10-K for the fiscal year ended July 30, 2005. 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.


                                       18


REVENUE RECOGNITION

The Company recognizes revenue upon shipment, provided there is persuasive
evidence of an arrangement, there are no uncertainties concerning acceptance,
the sale price is fixed, collection of the receivable is probable and only
perfunctory obligations related to the arrangement need to be completed. The
Company maintains a sales return allowance, based upon historical patterns, to
cover estimated normal course of business returns, including defective or out of
specification product. 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 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. The Company recognizes service revenue when repairs
or out of warranty repairs are completed. The Company has an FDA obligation to
continue to provide repair service for certain medical systems for up to seven
years past the warranty period. These repairs are billed to the customers at
market rates.


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 domestic business unit's forecast and operating
results, and concluded that it was prudent to record additional valuation
allowances, increasing the total valuation allowance to 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 be unrealized by the Company.

During fiscal 2005 the Company recorded taxable income on a consolidated basis
and its individual domestic business units were profitable. However, after
factoring in approximately $4.6 million in unallocated costs of the other
reporting segment, which are considered domestic costs for income tax purposes,
the Company experienced a domestic taxable loss during fiscal 2005. The Company
also experienced a domestic net loss for the first six months of fiscal 2006.
Accordingly the Company has concluded that it should continue to carry a 100%
valuation allowance against domestic deferred tax assets and has not recorded
any income tax benefit for this domestic taxable loss during the first six
months of fiscal 2006 or during fiscal year 2005.

We recorded a tax provision with respect to the income of Villa in all periods
presented and anticipate it is more likely than not the remaining deferred tax
asset, which relates to our Villa subsidiary, will be utilized against future
timing differences at our Villa subsidiary. We concluded that given our history
of receiving dividends from Villa we could no longer assume the income of Villa
would be permanently reinvested. As required by FAS 109, we recorded a deferred
tax liability related to the undistributed earnings of Villa. However, we can


                                       19


make no assurances that our Villa subsidiary will generate profits in the future
or that future dividends will be received.


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.

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 January 28, 2006, finished goods represented approximately
16.0% 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 $22.0 million for the second quarter of fiscal 2006
decreased by $4.6 million or 17.3% from the fiscal 2005 second quarter net sales
of $26.6 million, with decreases at both the Power Conversion Group and the
Medical Systems Group. The Medical Systems Group's second quarter fiscal 2006
sales of $19.0 million declined by $3.9 million or 16.9% from the prior year's
second quarter. Domestic sales were below prior year primarily due to the
acquisition of a national distribution organization by another distributor. The
resultant consolidation and organizational changes at these distributors has
resulted in lower Del System sales to the combined entity versus sales to each
party in the prior year. Our international operation contributed to lower sales
due to an exceptional $4.4 million tender offer sale in the second quarter of
fiscal 2005. The Power Conversion Group's second quarter fiscal 2006 sales of
$3.0 million decreased by $0.7 million or 19.5% from last year's levels
reflecting weaker government sales, decreased demands from two major customers
and prior year late order shipping catch-ups in the second quarter of fiscal
2005.

Consolidated net sales of $38.2 million for the first six months of fiscal 2006
decreased by $7.1 million or 15.7% from fiscal 2005 net sales of $45.4 million,
with decreases at both the Power Conversion Group and Medical Systems Group. The
Medical Systems Group's sales for the first half of fiscal 2006 of $31.8 million
decreased $6.5 million or 17.0% from the prior year's first half, with decreases
primarily at international locations, as well as its domestic locations.
Internationally, Sales for the prior fiscal period included shipments of $8.8
million under an international Romanian tender order. Further, the exchange rate
used for translation of Euro-denominated sales was more advantageous in fiscal
year 2005. The Power Conversion Group's sales for the first half of fiscal 2006
of $6.4 million decreased by $0.6 million or 9.1% from the prior years first
half levels.


                                       20


Consolidated backlog at January 28, 2006 was $17.1 million versus backlog at
July 30, 2005 of approximately $14.6 million. The backlog in the Power
Conversion Group decreased $1.6 million from levels at beginning of the fiscal
year while there was a $4.1 million increase in the backlog at our Medical
Systems Segment reflecting increases of $0.4 million at our domestic location
and $3.7 million at our international location due to increased bookings during
the fiscal 2006 period. Substantially all of the backlog should result in
shipments within the next 12 months.

Overall, gross margins as a percent of sales were 23.7% for the second quarter
of fiscal 2006, compared to 26.2% in the second quarter of fiscal 2005. The
Power Conversion Group's gross margins for the second quarter of fiscal 2006 of
30.9%, were below margins of 31.7% in the prior year reflecting decreased
shipments in the current quarter. For the Medical Systems Group, second quarter
gross margins of 22.6% decreased from the 25.3% level in the prior year second
quarter due to unfavorable product mix and volume at both locations.

Gross margins as a percent of sales were 23.4% for the first half of fiscal
2006, compared to 25.4% in the first half of fiscal 2005. The Power Conversion
group margins benefited from improvements in procurement, decreased material
costs as a percent of sales and lower waste levels, which contributed to a gross
margin of 31.7% for the first half of fiscal 2006 as compared to 30.4% for the
first half of fiscal 2005. For the Medical Systems Group, first half gross
margins of 21.7% were lower than gross margins of 24.4% in the prior year's
first six months due to volume reduction and internationally due both to the
effect of volume and to higher material expense, due to volume advantages in
fiscal 2005 on the Romanian order, and to higher material expense due to mix and
to increased raw material prices.

Selling, General and Administrative expenses ("SG&A") for the second quarter of
fiscal 2006 were $3.8 million (17.2% of sales) compared to $4.4 million (16.5%
of sales) in the prior year's second quarter. The decrease in SG&A in the second
quarter of fiscal 2006 reflects reduced corporate legal and accounting costs and
reduced selling costs in the Power Conversion Group.

SG&A expenses for the first six months of fiscal 2006 were $6.8 million (17.7%
of sales) compared to $7.7 million (16.9% of sales) in the prior year's first
half. The decrease in SG&A in the second quarter of fiscal 2006 reflects reduced
corporate legal and accounting costs and reduced selling costs in both the Power
Conversion Group and the Medical Systems Group.

Litigation settlement costs of $0.5 million recorded for the first quarter of
fiscal 2006 were accrued based on a November 2005 settlement of litigation filed
during fiscal 2005 by the potential buyers of the Company's Medical Systems
Group. The Company previously disclosed this litigation but had not recorded any
affiliated expense during fiscal 2005, as it had no basis at that time upon
which to estimate either the outcome or amount of loss.

As a result of the foregoing, we recognized second quarter fiscal 2006 operating
income of $1.0 million compared to operating income of $1.8 million in the
second quarter of fiscal 2005. The Medical Systems Group posted a second quarter
fiscal 2006 operating profit of $1.3 million and the Power Conversion Group had
operating profit of $0.4 million, offset by unallocated corporate costs of $0.7
million.


                                       21


For the first half of fiscal 2006, we recognized operating income of $0.9
million compared to an operating income of $2.7 million in the first half of
fiscal 2005. The Medical Systems Group had an operating profit of $1.6 million
for the first half of fiscal 2006 and the Power Conversion Group achieved an
operating profit of $0.9 million, partly offset by unallocated corporate costs
of $1.6 million.

Interest expense for the second quarter of fiscal 2006 was higher than the prior
year's second quarter due to increased borrowings and higher interest rates.
Interest expense for the first six months of fiscal 2006 was lower than the
prior year for the same period due to fees incurred in the prior year in
conjunction with modifications to the Company's domestic revolving credit
facility in the first quarter of fiscal 2005. In addition, the Company's new
credit facility entered into on August 1, 2005, eliminated an unfavorable floor
borrowing interest calculation and certain monthly fees that were in effect
under the previous lending facility.

The Company has not provided for a U.S. domestic income tax benefit in the
second quarter or first half of fiscal 2006. During the three months ended
January 28, 2006, we increased our deferred tax liability for foreign taxes
related to future dividends and increased deferred tax assets for the
elimination of the valuation allowance related to Villa.

As discussed above, Discontinued Operations are related to our DHV division,
which was sold on October 1, 2004. The Discontinued operating results for the
first quarter of fiscal 2005 reflect income from operations of $0.2 million from
the DHV division.

Reflecting the above, we recorded net loss of $0.1 million or $0.01 per share
basic and diluted in the second quarter of fiscal 2006, as compared to a net
income of $0.4 million, or $0.04 per share basic and $0.03 per share diluted,
during the second quarter of fiscal 2005. We recorded a net loss of $0.5 million
or $0.05 per share (basic and diluted) in the first half of fiscal 2006, as
compared to net income of $0.6 million, or $0.06 per share basic and $0.05 per
share diluted during the first half of fiscal 2005.

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 January 28, 2006 and July 30, 2005, our working capital
was approximately $8.4 million and $10.1 million, respectively. At such dates,
we had approximately $1.8 million and $1.5 million, respectively, in cash and
cash equivalents, the majority of which is at our Villa subsidiary in Italy. As
of January 28, 2006, we had approximately $0.8 million of excess borrowing
availability under our domestic revolving credit facility compared to $0.5
million at July 30, 2005.

In addition, as of January 28, 2006 and July 30, 2005, our Villa subsidiary had
an aggregate of approximately $5.5 and $7.5 million, respectively, 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.


                                       22


Cash Flows from Operating Activities - For the six month period ended January
28, 2006, the Company provided approximately $1.4 million of cash for
operations, compared to a use of $2.4 million in prior fiscal year period.
Contributing to cash usage in fiscal 2005 was the payment of a $5.0 million fine
related to previously disclosed settlement with the Department of Defense. In
fiscal 2005, we received $3.5 million on the disposal and operations of our Del
High Voltage subsidiary, which was sold October 1, 2005, and is reflected in
discontinued operations.

Cash Flows from Investing Activities -- We have made $0.4 million facility
improvements and capital equipment expenditures for the six months ended January
28, 2006 compared to $0.1 million for the comparable prior fiscal year period.
In addition we purchased the remaining 20% of our Villa subsidiary for a
combination of $2.6 million cash and the issuance of restricted Company common
stock which is treated as a non cash transaction in the Statement of Cash Flows.

Cash Flows from Financing Activities -- During the six month period ended
January 28, 2006, we borrowed a total of approximately $.1 million of
indebtedness on our domestic and Italian borrowings, as compared to $1.2 million
in the prior year period. We also borrowed $2.0 million in a domestic term loan
as part of our North Fork Facility (see "Credit Facility and Borrowing" below).
During the first quarter of fiscal 2005, our 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 30, 2005 (in thousands):

                                                        Within    2-3     4-5   After5
                  Obligations                Total (1)  1 Year   Years   Years   Years
- --------------------------------------------------------------------------------------
Long-Term Debt Obligations................... $2,172    $  573  $  862   $ 588  $  149
Capital Lease Obligations....................  2,963       210     673     770   1,310
Subordinated Note............................  2,158        --   2,158      --      --

Interest on long term obligations and note     1,239       601     432     154      52
Operating Lease Obligations..................    776       454     322       -      --
                                              ------    ------  ------  ------  ------
Total Contractual Cash Obligations........... $9,308    $1,838  $4,447  $1,512  $1,511
                                              ======    ======  ======  ======  ======

(1)    In addition, as of July 30, 2005, we had approximately $4.0 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. The Company
       refinanced the GECC Facility with a combination of a $6 million formula
       based revolving credit facility and a $2 million term loan entered into
       with North Fork Bank, as described more fully below.

Credit Facility and Borrowing -- On August 1, 2005, the Company entered into a
three-year revolving credit and term loan facility with North Fork Business
Capital (the "North Fork Facility") and repaid the GECC Facility. The North Fork
Facility provides for a $6 million formula based revolving credit facility based
on the Company's eligible accounts receivable and inventory as defined in the
credit agreement. In addition, the Company borrowed $2 million under a term loan
facility secured by the Company's Bay Shore, New York building. Interest on the
revolving credit borrowings is payable at prime plus 0.5% or alternatively, at a
LIBOR rate plus 2.5%. The $2.0 million term loan is repayable in monthly


                                       23


installments of $17K with a balloon payment of the remaining balance due at the
maturity in three years. Interest on the term loan is payable monthly at prime
plus 0.75% or a LIBOR rate plus 2.75%. As of January 28, 2006, the Company had
$0.8 million of availability under the North Fork Facility, of which North Fork
has reserved $1 million against possible litigation settlements as described
more fully in Part II "Legal Proceedings" of this Quarterly Report. The North
Fork Facility is secured by substantially all of the Company's accounts
receivable, inventory and fixed assets in the US.

In anticipation of the maturity of a subordinated note in March 2007, the Credit
agreement provides for a sinking fund or a monthly reserve against borrowing
availability commencing in March 2006 in the amount of $0.1 million per month,
increasing to $0.3 million per month beginning in September 2006. The Company
expects to receive a dividend from its Villa subsidiary in September 2006 of
approximately $2 million to be used to pay down amounts outstanding under the
North Fork facility, in order to maintain sufficient borrowing availability in
its US operations to finance its working capital needs although no assurance can
be made that such dividend will be received by the Company of at least $2
million or at all. In the event funds generated from US or Villa operations are
not anticipated to be sufficient to both fund US operations and create a reserve
to repay the estimated $2.7 million principal and accrued interest due upon the
maturity of the subordinate note, the Company will seek to refinance the
subordinated debt.

During the first quarter of fiscal 2006, the Company was non-compliant with the
following covenants: the Adjusted US Earnings, Adjusted Earnings, Senior US Debt
Ratio and Fixed Charge Coverage Ratio covenants under the North Fork Facility,
due to the operating loss the Company experienced for the first quarter of
fiscal 2006. On December 12, 2005, the Company and Northfork Business Capital
signed an amendment to the facility that waived the non-compliance with these
covenants for the first quarter of fiscal 2006 and adjusted the covenant levels
going forward through the maturity of the credit facility.

As of the end of the second quarter of fiscal 2006, the Company was
non-compliant with the following covenants: the Adjusted US Earnings, Senior US
Debt Ratio, Fixed Charge Coverage Ratio and minimum Tangible Net Worth covenants
under the North Fork Facility, due to the operating loss the Company experienced
for the second quarter of fiscal 2006. In March 2006, the Company signed a
waiver to the facility that waived non-compliance with these financial covenants
for the second quarter of fiscal 2006 and waived the non-compliance of a
covenant due to a delay in granting the bank a security interest in two-thirds
of the shares of Villa required upon consummation of the purchase of the
remaining 20% of Villa by the Company. The Company is in discussion with North
Fork to address the covenant levels going forward. No assurance can be given
that the Company will be able to successfully negotiate an amendment to the
Northfork Facility on terms acceptable to the Company or at all.


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


                                       24


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.

During fiscal 2005, the Company applied to the Pension Benefit Guaranty Corp.
and to the IRS for a determination letter and approval to terminate its frozen
defined benefit pension plan. In the fourth quarter of fiscal 2005, the Company
recognized a related non-cash charge of approximately $0.5 million to write off
the pension assets on its balance sheet in recognition of the formal decision to
terminate the plan. In preparation for the plan termination, during fiscal 2005
the Company fully funded the expected cash disbursement of $0.2 million dollars.
The Company received the IRS determination letter approving the final settlement
during the second quarter of fiscal 2006 and fully paid out all of the plan
participants in March 2006.

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
employment agreement provided for certain payments in the event of a change in
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. The Company's Board of Directors, elected
at the Company's Annual Meeting of Shareholders held on May 29, 2003, had
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.
Discovery in this matter was conducted and completed. Following discovery, the
Company and Mr. Park filed motions for summary judgment on the issues related to
the change in control and amendment to the employment agreement, which motions
have been fully submitted to the court for consideration. To date, no decision
has been issued by the court on these motions. 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 claims are reasonably likely to
result in a material decrease in the Company's liquidity in the foreseeable
future.


                                       25


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.

On March 21, 2005, the Company was notified by Palladio Corporate Finance S.p.A.
and Palladio Finaziaria S.p.A. (collectively "Palladio"), the party with whom it
signed a non-binding letter of intent for the sale of its Medical Systems Group,
that Palladio was terminating negotiations under the letter of intent. The
letter of intent provided for a $1.0 million payment payable in the event that
no later than March 4, 2005, the buyer was ready, willing and able to enter into
a definitive purchase agreement based on the terms of the letter of intent and
containing reasonable and customary representations, warranties, terms and
conditions relating to the transaction, and the Company elected not to enter
into such purchase agreement. Palladio filed a lawsuit against the Company and
its Del Medical Imaging Corp. subsidiary on April 15, 2005, in the United States
District Court, Southern District of New York. The lawsuit sought payment of the
$1.0 million, plus interest, as well as reasonable attorney's fees. The Company
filed an Answer to this lawsuit on June 8, 2005, contesting Palladio's claim to
these damages, and thereafter served discovery requests. At a court conference
held on September 28, 2005, the parties agreed to submit to non-binding
mediation in an attempt to settle this dispute. A mediation conference was
scheduled for November 21, 2005. At this mediation, the Company settled this
dispute with Palladio for payments totaling $0.5 million over the following 18
months. The Company recorded a related expense of $0.5 million in the first
quarter 2006 operating expenses.

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 operations and amounts available from
credit facilities will be sufficient to satisfy currently projected operating
cash needs for at least the next twelve months, and for the foreseeable future.

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 30, 2005.

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. Based upon that evaluation, the Chief Executive
Officer and Principal Accounting Officer have concluded that the Company's
disclosure controls and procedures were effective as of the end of the period
covered by this Quarterly Report 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,


                                       26


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
second fiscal quarter of 2006 ended January 28, 2006, 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.


                                       27


                           PART II - OTHER INFORMATION

Item 1.      LEGAL PROCEEDINGS

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 employment agreement provided for certain payments in the
event of a change in 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.

The Company's Board of Directors, elected at the Company's Annual Meeting of
Shareholders held on May 29, 2003, had 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. Discovery in this matter was conducted and completed. Following
discovery, the Company and Mr. Park filed motions for summary judgment on the
issues related to the change in control and amendment to the employment
agreement, which motions have been fully submitted to the court for
consideration. To date, no decision has been issued by the court on these
motions. 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, an Italian subsidiary of the Company began employment
termination proceedings against an executive. Subsequently, the executive
instituted legal proceedings in the labor court in Italy against the executive's
former employer asserting certain monetary claims based on change in control
provisions in a letter dated January 10, 2003 to the executive. The court issued
a "pay or justify" order directing the Company's subsidiary to pay damages of
about euro 0.3 million plus interest and costs. The subsidiary has challenged
this order in the Italian labor court. Subsequently, the executive served a writ
of summons on the Company as a third party claim against the Company in the


                                       28


litigation pending with the subsidiary in March 2005. The next hearing date in
the Italian labor court on this action is scheduled for March 31, 2006. In
addition, the executive has brought an action in the Italian labor court for
unlawful dismissal under the Italian labor laws against the Company's
subsidiary. The subsidiary entered an appearance and filed a counterclaim. In
addition, the executive has brought an action in the Italian Corporate courts
challenging the subsidiary's removal of the executive as managing director. The
executive has not specified any damages in this action and it is in the
preliminary stage. The Company believes that the executive's change in control
provision has not been triggered and that such executive's termination was
justified. However, based on the court's "pay or justify" order to pay euro 306,
the Company recorded a charge in fiscal year 2004 of approximately $0.4 million,
in connection with this matter and which charge is 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

                Exhibits



10.52*          Waiver to Loan and Security Agreement dated as of March 14,
                2006 among Del Global Technologies Corp, RFI Corporation and Del
                Medical Imaging Corp. (Borrowers) and North Fork Business
                Capital Corporation.

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 Principal  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


                                       29


                 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:    March 14, 2006


                                       30

EX-10.52

                                                                   Exhibit 10.52

                                     WAIVER

     WAIVER, dated as of March 14, 2006 (this "Waiver"), to the Loan and
Security Agreement, dated as of August 1, 2005 (the "Loan Agreement"), among Del
Global Technologies Corp. ("Del Global"), RFI Corporation and Del Medical
Imaging Corp. (collectively, the "Borrowers") and North Fork Business Capital
Corporation (the "Lender"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Loan
Agreement.

                              W I T N E S S E T H :

     WHEREAS, the Borrowers and the Lender are parties to the Loan Agreement,
under which the Lender has agreed to make, and has made, Loans and other
extensions of credit and accommodations to the Borrowers on the terms and
subject to the conditions set forth therein; and

     WHEREAS, the Borrowers have requested that the Lender agree, and the Lender
has agreed, to waive Events of Default that have occurred and are continuing
upon the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, the Borrowers and the Lender agree as follows:

     SECTION 1. WAIVER AND AGREEMENT. Effective as of the date hereof, the
Lender hereby waives compliance with, and any Events of Default arising from
breaches of, (i) Sections 8.1(b), 8.3(b), 8.5(b) and 8.6 of the Loan Agreement
solely to the extent of the Borrowers' failure to comply with the covenants
contained therein for the period ended January 31, 2006 and (ii) Section 7.1(t)
of the Loan Agreement. In addition, each Borrower agrees that no portion of the
Loans shall bear interest by reference to the LIBOR Rate, and the Administrative
Borrower agrees that it shall not request that any portion of the Loans bear
interest by reference to the LIBOR Rate, until the Borrowers have complied with
all of the Financial Covenants with respect to a period ending on or after April
30, 2006.

     SECTION 2. CONDITIONS OF EFFECTIVENESS. This Waiver shall become effective
when, and only when, the Lender shall have received (a) counterparts of this
Waiver, duly executed by the Borrowers, (b) payment of a $22,500 waiver fee,
which fee shall be fully earned and non-refundable when paid, and (c) payment of
the costs and expenses (including, without limitation, reasonable attorneys'
fees) incurred by the Lender in connection with this Waiver.

     SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each Borrower
represents and warrants as follows:

          (a) Such Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York or Delaware, as the
case may be, and is qualified to do business under the laws of such



other jurisdictions in which its failure to so qualify could have a Material
Adverse Effect.

          (b) The execution, delivery and performance by such Borrower of this
Waiver (i) are within such Borrower's corporate powers, have been duly
authorized by all necessary corporate action and do not contravene (A) such
Borrower's Governing Documents, (B) any Requirement of Law or (C) any Material
Contract and (ii) will not result in or require the creation or imposition of
any Lien upon or with respect to any property now owned or hereafter acquired by
such Borrower.

          (c) No authorization, approval or other action by, and no notice to or
filing with, any Governmental Authority or other Person is required for the due
execution, delivery and performance by such Borrower of this Waiver.

          (d) This Waiver and the Loan Agreement constitute the legal, valid and
binding obligations of such Borrower enforceable against such Borrower in
accordance with their respective terms except as enforceability may be limited
by (i) bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) general principles of equity.

          (e) Except as specified in Schedule 6.1(r) to the Loan Agreement,
there is no pending or, to the best of such Borrower's knowledge after due
inquiry, threatened litigation, contested claim, investigation, arbitration or
governmental proceeding by or against such Borrower before any court,
Governmental Authority or arbitrator which individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect or which purports
to affect the legality, validity or enforceability of this Waiver or the Loan
Agreement.

          (f) Except as specified in Section 1 hereof, no Default has occurred
and is continuing.

          (g) The documents attached as Exhibit A hereto and possession by the
Lender in New York of the original stock certificate registered in the name of
the Lender, a copy of which is attached as part of Exhibit A hereto, grant the
Lender a first priority, fully perfected lien on and security interest in no
less than 66% of the capital stock of Villa Sistemi, and such documents are in
full force and effect on the date hereof.

           SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN AGREEMENT.

          (a) On and after the date hereof, each reference in the Loan Agreement
to "this Agreement," "hereunder," "hereof," "herein" and words of like import,
and each reference in the other Loan Documents to the Loan Agreement shall mean
and be a reference to the Loan Agreement as modified hereby.

          (b) Except as specifically waived or modified above, (i) the Loan
Agreement and each other Loan Document shall remain in full force and effect and
are hereby ratified and confirmed by each of the parties hereto and (ii) the
Lender shall not be deemed to have waived any rights or remedies it may have
under the Loan Agreement, any other Loan Document or applicable law.



          (c) The execution, delivery and effectiveness of this Waiver shall
not, except as expressly provided herein, operate as a waiver of or an amendment
to any right, power or remedy of the Lender under any of the Loan Documents, or
constitute a waiver or modification of, or an amendment to, any provision of any
of the Loan Documents.

     SECTION 5. COSTS AND EXPENSES. The Borrowers agree to pay, on demand, all
reasonable out-of-pocket costs and expenses incurred by the Lender in connection
with the preparation, negotiation and execution of this Waiver (including,
without limitation, the reasonable fees and expenses of counsel to the Lender).

     SECTION 6. COUNTERPARTS; TELECOPIED SIGNATURES. This Waiver may be executed
in counterparts and by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. This Waiver may be
executed and delivered by telecopier or other facsimile transmission with the
same force and effect as if the same were a fully executed and delivered
original manual counterpart.

     SECTION 7. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF
THIS WAIVER AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS WAIVER,
WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE GOVERNED BY
THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) AND DECISIONS
OF THE STATE OF NEW YORK.



     IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                                         DEL GLOBAL TECHNOLOGIES CORP.

                                         By: /s/ Mark Koch
                                             -----------------------------------
                                             Mark Koch
                                             Treasurer


                                         RFI CORPORATION

                                         By: /s/ Mark Koch
                                             -----------------------------------
                                             Mark Koch
                                             Treasurer


                                         DEL MEDICAL IMAGING CORP.

                                         By: /s/ Mark Koch
                                             -----------------------------------
                                             Mark Koch
                                             Treasurer


                                         NORTH FORK BUSINESS CAPITAL
                                         CORPORATION

                                         By: /s/ Michael S. Burns
                                             -----------------------------------
                                             Michael S. Burns
                                             Senior Vice President

EX-31.1

                                                                    Exhibit 31.1

                                 CERTIFICATIONS


I, Walter F. Schneider, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Del Global Technologies
   Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a
   material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this report, fairly present in all material respects
   the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

   (a) Designed such disclosure controls and procedures, or caused such
       disclosure controls and procedures to be designed under our supervision,
       to ensure that material information relating to the registrant, including
       its consolidated subsidiaries, is made known to us by others within those
       entities, particularly during the period in which this report is being
       prepared;

   (b) Evaluated the effectiveness of the registrant's disclosure controls and
       procedures and presented in this report our conclusions about the
       effectiveness of the disclosure controls and procedures, as of the end of
       the period covered by this report based on such evaluation; and

   (c) Disclosed in this report any change in the registrant's internal control
       over financial reporting that occurred during the registrant's most
       recent fiscal quarter (the registrant's fourth fiscal quarter in the case
       of an annual report) that has materially affected, or is reasonably
       likely to materially affect, the registrant's internal control over
       financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
   our most recent evaluation of internal control over financial reporting, to
   the registrant's auditors and the audit committee of the registrant's board
   of directors (or persons performing the equivalent functions):

   (a) All significant deficiencies and material weaknesses in the design or
       operation of internal control over financial reporting which are
       reasonably likely to adversely affect the registrant's ability to record,
       process, summarize and report financial information; and


                                       1


   (b) Any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       control over financial reporting.

Date: March 14, 2006
                             /s/ Walter F. Schneider
                             ---------------------------
                             Walter F. Schneider
                             Chief Executive Officer


                                       2

EX-31.2

                                                                    Exhibit 31.2
                                 CERTIFICATIONS



I, Mark Koch, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Del Global Technologies
   Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a
   material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this report, fairly present in all material respects
   the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

   (a) Designed such disclosure controls and procedures, or caused such
       disclosure controls and procedures to be designed under our supervision,
       to ensure that material information relating to the registrant, including
       its consolidated subsidiaries, is made known to us by others within those
       entities, particularly during the period in which this report is being
       prepared;

   (b) Evaluated the effectiveness of the registrant's disclosure controls and
       procedures and presented in this report our conclusions about the
       effectiveness of the disclosure controls and procedures, as of the end of
       the period covered by this report based on such evaluation; and

   (c) Disclosed in this report any change in the registrant's internal control
       over financial reporting that occurred during the registrant's most
       recent fiscal quarter (the registrant's fourth fiscal quarter in the case
       of an annual report) that has materially affected, or is reasonably
       likely to materially affect, the registrant's internal control over
       financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
   our most recent evaluation of internal control over financial reporting, to
   the registrant's auditors and the audit committee of the registrant's board
   of directors (or persons performing the equivalent functions):

   (a) All significant deficiencies and material weaknesses in the design or
       operation of internal control over financial reporting which are
       reasonably likely to adversely affect the registrant's ability to record,
       process, summarize and report financial information; and


                                       1


   (b) Any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       control over financial reporting.

      Date: March 14, 2006
                                     /s/ Mark Koch
                                    ------------------

                                    Mark Koch
                                    Principal Accounting Officer



                                       2

EX-32.1

                                                                    Exhibit 32.1


                  Certification of Chief Executive Officer (1)



Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the following certification is being made to
accompany the Registrant's Quarterly Report on Form 10-Q for the period ended
January 28, 2006:

In connection with the Quarterly Report of Del Global Technologies Corp. (the
"Company") on Form 10-Q for the period ended January 28, 2006 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Walter
F. Schneider, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that to my knowledge:

   (1) The Report fully complies with the requirements of Section 13(a) or
       Section 15(d), as applicable, of the Securities Exchange Act of 1934, as
       amended; and

   (2) The information contained in the Report fairly presents, in all material
       respects, the financial condition and results of operations of the
       Company.



                                           /s/ Walter F. Schneider
                                          -------------------------
                                          Name: Walter F. Schneider
                                          Title: Chief Executive Officer
                                          Date: March 14, 2006






   (1) A signed original of this written statement required by Section 906 has
       been provided to Del Global Technologies Corp. and will be retained by
       Del Global Technologies Corp. and furnished to the Securities and
       Exchange Commission or its staff upon request.

       The foregoing certification is being furnished solely pursuant to 18
       U.S.C. Section 1350 and is not being filed as part of the Report or as a
       separate disclosure document.


                                       1

EX-32.2

                                                                    Exhibit 32.2

                Certification of Principal Accounting Officer (1)

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the following certification is being made to
accompany the Registrant's Quarterly Report on Form 10-Q for the period ended
January 28, 2006:

In connection with the Quarterly Report of Del Global Technologies Corp. (the
"Company") on Form 10-Q for the period ended January 28, 2006 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Mark
Koch, Principal Accounting Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that to my knowledge:

   (1) The Report fully complies with the requirements of Section 13(a) or
       Section 15(d), as applicable, of the Securities Exchange Act of 1934, as
       amended; and

   (2) The information contained in the Report fairly presents, in all material
       respects, the financial condition and results of operations of the
       Company.



                                          /s/ Mark Koch
                                          -------------------------
                                          Name: Mark Koch
                                          Title:  Principal Accounting Officer
                                          Date: March 14, 2006






   (1) A signed original of this written statement required by Section 906 has
       been provided to Del Global Technologies Corp and will be retained by Del
       Global Technologies Corp. and furnished to the Securities and Exchange
       Commission or its staff upon request.

       The foregoing certification is being furnished solely pursuant to 18
       U.S.C. Section 1350 and is not being filed as part of the Report or as a
       separate disclosure document.


                                       1