Digital Power Corporation
48430 Lakeview Blvd.
Fremont, CA 94538
February 6, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Heather Percival
Re: Digital Power Corporation
Registration Statement on FormS-3 (No.333-215852)
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Digital Power Corporation (the “Company”) hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-215852) be accelerated so that the same will become effective at 4:30 p.m., Eastern Time, on Wednesday, February 8, 2017, or as soon thereafter as practicable.
If you have any questions regarding this request or the Registration Statement, please call our counsel Daniel B. Eng, of Weintraub Tobin at (415) 772-9608.
| Very truly yours, Digital Power Corporation |
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| By:/s/Amos Kohn |
| President and Chief Executive Officer |
