8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT



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



Date of Report (Date of earliest event reported): APRIL 7, 1999



                             SOLITRON DEVICES, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                            22-1684144
- -------------------------------------------------------------------------------
State or other jurisdiction                                  (IRS Employer
      of incorporation                                    Identification Number)


3301 Electronics Way, West Palm Beach, Florida                         33407
- -------------------------------------------------------------------------------
      (Address of principal executive offices)                      (Zip code)


Registrant's telephone number, including area code:  (561) 848-4311





ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)      1.       On April 5, 1999, Millward & Co. CPAs indicated that at the
                  present time it was no longer performing audits of public
                  companies and therefore terminated its audit relationship with
                  Solitron Devices, Inc. (the "Company"); and on April 7, 1999,
                  the Company engaged Goldstein Golub Kessler LLP (GGK) as the
                  company's new independent accountants. During the last two
                  fiscal years and each subsequent interim period, the Company
                  has not consulted with GGK regarding the application of
                  accounting principles to a specified transaction either
                  completed or proposed, or the type of audit opinion that might
                  be rendered on the Company's financial statements, or on any
                  matter that was the subject of a disagreement or a reportable
                  event.

         2.       Millward & Co.'s report on the financial statements for the
                  past two years did not contain an adverse opinion or
                  disclaimer of opinion and was not a qualified or modified as
                  to audit scope or accounting principles; however, each of
                  these reports contained an explanatory paragraph raising
                  substantial doubt as to the Company's ability to continue as a
                  going concern due to extensive debt obligations.

         3.       The audit committee of the Board of Directors approved the
                  decision to change accountants.

         4.       During the Company's two most recent fiscal years and any
                  subsequent interim period preceding such termination, there
                  were no disagreements with the former accountant on any matter
                  of accounting principles or practices, financial statement
                  disclosure, or auditing scope or procedure, which
                  disagreement(s), if not resolved to the satisfaction of the
                  former accountant, would have caused it to make reference to
                  the subject matter of the disagreement(s) in its report.

ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS:

         Exhibit 23 - Letter of Millward & Co., CPA - attached herewith.




                                    SIGNATURE


         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 hereunto duly authorized.

                                            SOLITRON DEVICES, INC.
                                            (Registrant)



Date: April 7, 1999                 By: /s/ Shevach Saraf
                                        --------------------------------------
                                            Shevach Saraf
                                            Chairman, Chief Executive Officer
                                                     and President

EX-23

                                                                      EXHIBIT 23


April 7, 1999




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read the statements of Solitron Devices, Inc. pertaining to our firm
included under Item 4 of Form 8-K dated April 7, 1999, and agree with such
statements as they pertain to our firm. We have no basis to agree or disagree
with other statements of the registrant contained therein.

Sincerely,



Millward & Co. CPAs
/s/ Millward & Co.