SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)
DIGITAL POWER CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
253862 10 6
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>1
CUSIP No. 253862 10 6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Digital Power Employee Stock Ownership Plan
I.R.S. ID No.: 94-1721931
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
A [ ]
B [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Digital Power Corporation, Fremont, California 94538
NUMBER OF 5. SOLE VOTING POWER: 173,333
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER: 173,333
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,333
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
instructions)
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3% of 2,363,275 shares of common stock outstanding as of December
31, 1996
12. TYPE OF REPORTING PERSON (See instructions)
EP
<PAGE>3
DIGITAL POWER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE 13G
ITEM 1(A). NAME OF ISSUER:
Digital Power Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
41920 Christy Street
Fremont, CA 94538
ITEM 2(A). NAME OF PERSON FILING:
A Trustee of Digital Power Corporation
Employee Stock Ownership Plan
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
41920 Christy Street
Fremont, CA 94538
ITEM 2(C). CITIZENSHIP:
California
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, no par value
ITEM 2(E). CUSIP NUMBER:
253862 10 6
ITEM 3. The person filing this statement is an employee benefit plan which
is subject to the provisions of the Employee Retirement Security Act
of 1974.
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned: 173,333
(b) Percent of Class: 7.3% as of December 31, 1996
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 173,333
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
173,333
(iv) shared power to dispose or to direct the disposition of:
0
<PAGE>4
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
By signing below, I certificate that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ROBERT O. SMITH
Date: February 12, 1997 ________________________________________
Robert O. Smith
Trustee
JOSEPHINE JACKEWICZ
Date: February 12, 1997 ________________________________________
Josephine Jackewicz
Trustee
