SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

        Filed by the registrant |X|

        Filed by a party other than the registrant | |

        Check the appropriate box:

        | | Preliminary proxy statement
        | | Confidential, for Use of the Commission Only
             (as permitted by Rule 14a-6(e)(2))
        |X| Definitive Proxy Statement
        | | Definitive Additional Materials
        | | Soliciting materials Pursuant to Rule ss.240.14a-11(c) or 
            ss.240.14a-12

                           DEL GLOBAL TECHNOLOGIES CORP.
                (Name of Registrant as Specified in its Charter)

                            LEONARD A. TRUGMAN, PRESIDENT
                   (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

     |X|  No fee required

     | |  Fee computed on table per Exchange Act Rules 14a-6(i)(4) and 0-11

     (1)  Title of each class of securities to which transaction applies: 

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     (2)  Aggregate number of securities to which transaction applies:

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     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11:

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     (4)  Proposed maximum aggregate value of transaction:

     ---------------------------------------------------------------------------

     (5)  Total fee paid:

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     |_|  Fee paid previously with preliminary materials

     |_|  Check box if any part of the fee is offset as provided by Exchange Act
          Rule 0-11(a)(2) and identify the filing for which the offsetting fee
          was paid previously. Identify the previous filing by registration
          statement number, or the form or schedule and the date of its filing.

     (1)  Amount Previously Paid:

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     (2)  Form, Schedule or Registration Statement No.:

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     (3)  Filing Party:

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     (4)  Date Filed:

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                          DEL GLOBAL TECHNOLOGIES CORP.
                                 1 Commerce Park
                            Valhalla, New York 10595

                            ------------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                            ------------------------

                                February 11, 1999

TO THE STOCKHOLDERS:

      NOTICE IS HEREBY  GIVEN  that the  Annual  Meeting  of  Stockholders  (the
"Meeting") of Del Global  Technologies  Corp.  (the  "Company")  will be held on
February 11, 1999,  at 10:30 a.m. New York City time, at the Crowne Plaza Hotel,
66 Hale Avenue, White Plains, NY 10601, for the following purposes,  all as more
fully described in the accompanying Proxy Statement:

     (A)  To elect a Board of Directors for the ensuing year; and

     (B)  To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournments thereof.

      Only  stockholders  of record as of the close of business on December  15,
1998 are  entitled to notice of and to vote at the Meeting.  A complete  list of
the  stockholders  entitled to vote at the  Meeting  will be  maintained  at the
offices of the Company for a period of at least ten days prior to the Meeting.

                                  By order of the Board of Directors,
 
                                                              MICHAEL TABER,
                                                                Secretary

Dated: January 6, 1999

- --------------------------------------------------------------------------------
PLEASE FILL IN, DATE AND SIGN THE ENCLOSED  PROXY AND RETURN THE PROXY  PROMPTLY
IN THE ENCLOSED STAMPED ENVELOPE, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON
IF YOU ATTEND THE MEETING.



                          DEL GLOBAL TECHNOLOGIES CORP.
                                 1 Commerce Park
                            Valhalla, New York 10595

                                ----------------

                                 PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS
                         To Be Held on February 11, 1999

                                  INTRODUCTION

      The  accompanying  proxy is  solicited  by and on  behalf  of the Board of
Directors  of  Del  Global  Technologies  Corp.,  a New  York  corporation  (the
"Company"),   in  connection  with  the  Annual  Meeting  of  Stockholders  (the
"Meeting") to be held at the Crowne Plaza Hotel,  66 Hale Avenue,  White Plains,
NY  10601,  on  February  11,  1999 at 10:30  a.m.  New York City  time,  or any
adjournment or adjournments  thereof.  This Proxy Statement and the accompanying
proxy will first be sent to stockholders on or about January 6, 1999.

      Each proxy  executed and returned by a  stockholder  may be revoked at any
time thereafter by written revocation, by execution of a written proxy bearing a
later date or by attending the Meeting and voting in person.  No such revocation
will be  effective,  however,  with respect to any matter or matters upon which,
prior to such revocation,  a vote shall have been cast pursuant to the authority
conferred by such proxy. Where instructions are indicated, proxies will be voted
in accordance  therewith.  Where no instructions are indicated,  proxies will be
voted for the election of the nominees for Director set forth herein and for the
other proposals.

      The Board of Directors has fixed December 15, 1998 as the record date (the
"Record  Date") for the  purpose of  determining  the  stockholders  entitled to
notice of and to vote at the  Meeting.  As of such date,  there were  issued and
outstanding  and entitled to vote  7,626,214  shares of Common Stock,  each such
share  being  entitled  to one vote.  A quorum of the  stockholders,  present in
person or by proxy,  consists of the  holders of a majority  of the  outstanding
shares.

      The cost of  solicitation  of proxies  will be borne by the  Company.  The
Board of Directors may use the services of the  individual  Directors,  officers
and other regular  employees of the Company to solicit proxies  personally or by
telephone or facsimile  and may request  brokers,  fiduciaries,  custodians  and
nominees  to  send  proxies,  Proxy  Statements  and  other  material  to  their
principals and reimburse them for their out-of-pocket expenses.

                     VOTING SECURITIES AND PRINCIPAL HOLDERS

      The table  below sets forth  information  concerning  the shares of Common
Stock  beneficially  owned as of the Record Date by (i) each person known by the
Company to be the beneficial  owner of more than five (5%) percent of the Common
Stock of the  Company;  (ii) each  Director  of the  Company;  (iii) each of the
executive  officers named in the table under  "Executive  Compensation and Other
Information-Summary  Compensation  Table" and (iv) all  Directors  and executive
officers as a group.

                                               Amount and Nature
 Name and Address                                of Beneficial       Percent of
of Beneficial Owner                              Ownership (1)      Common Stock
- -------------------                            -----------------    ------------

LEONARD A. TRUGMAN..........................       836,137(2)           10.2%
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY  10595

NATAN V. BERTMAN............................       101,666(3)            1.3%
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595


                                       1


                                               Amount and Nature
 Name and Address                                of Beneficial       Percent of
of Beneficial Owner                              Ownership (1)      Common Stock
- -------------------                            -----------------    ------------

DAVID ENGEL.................................        11,913(4)               *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY  10595

LOUIS J. FARIN, SR..........................        57,064(5)               *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY  10595

PAUL J. LIESMAN.............................        11,241(6)               *
c/o Bertan High Voltage Corp.
121 New South Road
Hicksville, NY  11801

DAVID MICHAEL...............................       157,505(7)            2.0%
c/o David Michael & Co., P.C.
Seven Penn Plaza
New York, NY  10001

SEYMOUR RUBIN...............................       166,683(8)            2.1%
c/o RFI Corporation
100 Pine Aire Drive
Bay Shore, NY  11706

MICHAEL TABER...............................         7,151(9)               *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY  10595

JAMES TIERNAN...............................         8,733(10)              *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY  10595

ROGER WINSTON...............................        15,309                  *
c/o Swarthmore Associates, LLC
103 East 75th Street
New York, NY 10021
                                                 ---------
All officers and Directors (10)    
   as a group...............................     1,373,402(11)        15.9%
                                                 =========

OTHERS

MORGAN STANLEY DEAN WITTER INVESTMENTS......       655,000             8.6%
One Tower Bridge                                 =========
Conshoken, PA 19428-2899

1838 INVESTMENT ADVISORS FUND...............       467,560             6.1%
5 Radnor Corporate Center-Suite 320              =========
100 Matsonford Road
Radnor, PA 19087
 
DIMENSIONAL FUND ADVISORS...................       399,323             5.3%
1299 Ocean Avenue-11th Floor                     =========
Santa Monica, CA 90401

- ----------

*    Represents  less than 1% of the  outstanding  shares of Common Stock of the
     Company  including  shares  issuable  under  options  which  are  presently
     exercisable or will become exercisable within 60 days of the Record Date.

(1)  Unless  otherwise  indicated,  each person has sole  voting and  investment
     power  with  respect  to the  shares  shown as  beneficially  owned by such
     person.


                                       2


(2)  Includes  605,607  shares,  options for which are presently  exercisable or
     will become exercisable within 60 days of the Record Date.

(3)  Includes 74,444 shares, options for which are presently exercisable or will
     become exercisable within 60 days of the Record Date.

(4)  Includes 11,190 shares, options for which are presently exercisable or will
     become exercisable within 60 days of the Record Date.

(5)  Includes 47,937 shares, options for which are presently exercisable or will
     become exercisable within 60 days of the Record Date.

(6)  Includes 10,247 shares, options for which are presently exercisable or will
     become exercisable within 60 days of the Record Date.

(7)  Includes  122,230  shares,  options for which are presently  exercisable or
     will become exercisable within 60 days of the Record Date.

(8)  Includes  144,690  shares,  options for which are presently  exercisable or
     will become exercisable within 60 days of the Record Date.

(9)  Includes 5,934 shares,  options for which are presently exercisable or will
     become exercisable within 60 days of the Record Date.

(10) Includes 4,733 shares,  options for which are presently exercisable or will
     become exercisable within 60 days of the Record Date.

(11) Includes 1,027,012 shares,  options for which are presently  exercisable or
     will become exercisable within 60 days of the Record Date.

                       PROPOSAL ONE: ELECTION OF DIRECTORS


      There are six nominees for the Board of Directors. All Directors are to be
elected for a term of one year and until their respective successors are elected
and qualified.

      Each of the persons  listed  below is  currently  a Director  and each has
agreed to serve if elected.  The Board of  Directors  expects  that the nominees
named below will be available for  election,  but in the event of the refusal or
inability  of any nominee to stand for  election,  proxies will be voted for the
election of such other person,  if any, as may be nominated by the management of
the Company.

      Set forth below is the name and age of each  nominee,  his position in the
Company and his principal occupation at present and during the past five years.

                                                      Principal Occupation,
         Name, Age and Position                      Business Experience and
            with the Company                              Directorships
          --------------------                       ----------------------

LEONARD A. TRUGMAN, 60......................      Chairman of the Board, Chief 
  Chairman of the Board, Chief Executive             Executive Officer and 
  Officer and President                              President of the Company.
                                               
NATAN V. BERTMAN, 69........................      Partner of Bertman & Levine 
  Director                                           and a Director of the 
                                                     Company.
 
DAVID MICHAEL, 61...........................      President of David Michael & 
  Director                                           Co., P.C., C.P.A. and a 
                                                     Director of the Company.
                                               
SEYMOUR RUBIN, 68...........................      Director and Vice President 
  Director and Vice President                        of the Company. President 
                                                     of RFI Corporation, a 
                                                     wholly owned subsidiary of
                                                     the Company.          

JAMES TIERNAN, 75...........................      Retired. Former Vice President
  Director                                           of The Chase Manhattan 
                                                     Bank, N.A. and a Director 
                                                     of the Company.
                                               
ROGER WINSTON, 59...........................      Founder and managing director 
  Director                                           of Swarthmore Associates,  
                                                     LLC from June 1996 to 
                                                     present. Managing director
                                                     of Hill Thompson Capital
                                                     Markets  from 1992 to 
                                                     May 1996.

Required Vote

      Directors  are elected by a plurality  of votes cast.  Votes  withheld and
broker non-votes are not counted toward a nominee's total.

      The Board of  Directors  recommends a vote FOR the election of each of the
nominated Directors.


                                       3


                        DIRECTORS AND EXECUTIVE OFFICERS

Board of Directors and Committees

      During  the  Company's  last  fiscal  year,  4  meetings  of the  Board of
Directors were held. The Board of Directors has an Audit Committee, Compensation
Committee and Stock Option  Committee.  The Audit  Committee,  which consists of
Messrs. Bertman,  Michael and Trugman, met once during the last fiscal year. The
Compensation Committee,  which consists of Messrs. Bertman and Michael, met once
during the last fiscal  year.  The Stock  Option  Committee,  which  consists of
Messrs.  Michael and Tiernan,  met once during the last fiscal year. The Company
presently has no nominating committee. All Directors,  with the exception of Mr.
Winston who was elected as a Director by the Board of  Directors on November 10,
1998, attended at least 75% of the Board of Directors' meetings.

Executive Officers

      The  following  table  sets  forth  the  names  and ages of all  executive
officers and  significant  employees of the Company and their positions with the
Company.

          Name                            Position                           Age
          -----                           --------                          ----

LEONARD A. TRUGMAN.........   Chairman of the Board, Chief Executive         60
                                 Officer and President



DAVID ENGEL................   President of Del Medical Systems Group         49



LOUIS J. FARIN, SR.........   Vice President and General Manager             55
                                 of Del Power Conversion Division


PAUL J. LIESMAN............   Vice President and General Manager             37
                                 of Bertan High Voltage Corp.



SEYMOUR RUBIN..............   Vice President and President of RFI            68
                                 Corporation



MICHAEL TABER..............   Chief Financial Officer, Vice President-       53
                                 Finance and Secretary

      The  officers of the  Company,  with the  exception  of Mr.  Trugman,  are
elected or  appointed by the Board of Directors to hold office until the meeting
of the Board of Directors  following  the next annual  meeting of  stockholders.
Subject to the right of the Company to remove officers  pursuant to its By-Laws,
officers serve until their successors are chosen and have qualified. Mr. Trugman
holds his position pursuant to an employment agreement which expires on July 31,
2005.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  the
Company's  executive  officers and  Directors  and persons who own more than ten
percent of a registered class of the Company's equity securities to file reports
of  ownership  and  changes  in  ownership  with  the  Securities  and  Exchange
Commission  and the NASDAQ Stock  Market.  Specific due dates for these  reports
have been  established  and the Company is required to report herein any failure
to file by these  dates in the fiscal  year ended  August 1, 1998.  The  Company
believes that all filing  requirements  applicable to its executive officers and
Directors  were  complied  with during the fiscal year ended August 1, 1998.  In
making  this   statement,   the  Company  has  relied   solely  on  the  written
representations of its Directors and officers and on its review of the copies of
initial reports of ownership and reports of changes in ownership of Common Stock
of  the  Company,  which  officers,  Directors  and  greater  than  ten  percent
stockholders  are required to file with the Securities  and Exchange  Commission
and the NASDAQ Stock Market.


                                       4


                  EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Cash and other Compensation

      The  following  table  shows,  for the fiscal  years ended August 1, 1998,
August 2, 1997 and  August 3,  1996,  the  compensation  paid or  accrued by the
Company to or for the  Company's  Chief  Executive  Officer and each of the four
other most highly  compensated  executive  officers  of the  Company  during the
fiscal year ended August 1, 1998.

                           SUMMARY COMPENSATION TABLE


                                                                                     Long-term
                                          Annual Compensation                    Compensation Awards
                             ----------------------------------------------    ------------------------
                                                                    Other                    Securities
        Name and                                                   Annual      Restricted    Underlying     All  Other
        Principal                       Salary       Bonus         Compen-       Stock       Options/        Compen-
        Position             Year         ($)         ($)         sation($)     Awards($)     SARS (#)     sation ($)(1)
        ---------            -----     --------   -----------     --------     ----------     ---------     ----------
                                                                                           
LEONARD A. TRUGMAN           1998       319,070    552,739(2)    1,361,858(3)      --          75,000        38,240
  Chairman of the Board,     1997       303,876    488,541(2)         --           --             --         43,313
  Chief Executive Officer    1996       289,406    343,318(2)         --           --             --         39,708
  and President                                                                                            
                                                                                                           
DAVID ENGEL                  1998       135,000    107,148         68,856(3)       --          15,000         2,062
  President of Del           1997       125,000     44,535            --           --           7,725         2,062
  Medical Systems Group      1996       109,423      7,500            --           --          10,609         1,496
                                                                                                            
SEYMOUR RUBIN                1998       230,000     78,500            --           --           5,000         8,514
  Vice President             1997       225,000     50,000            --           --           5,150        14,124
  and President of           1996       223,379     32,284            --           --          10,609         7,274
  RFI Corporation                                                                                           
                                                                                                            
MICHAEL TABER                1998       110,000     20,000         32,691(3)       --           5,000        12,407
  Chief Financial Officer,   1997       104,000     15,000         62,821(3)       --           5,150         9,655
  Vice President - Finance   1996       100,000     12,500            --           --           7,957         3,002
  and Secretary                                                                                             
                                                                                                            
LOUIS J. FARIN, SR.          1998       115,000     12,500            --           --           5,000         9,183
  Vice President and         1997       110,000     15,000            --           --           5,150         9,183
  General Manager -          1996       105,000     20,815            --           --          10,609         1,532
  Del Power Conversion                                                                                      
  Division                                                                                                 

                                                                    
- ----------
(1)  Includes   insurance   premiums   where   families  of  the   officers  are
     beneficiaries and automobile  expense  allowances.  The insurance  premiums
     paid in fiscal 1998, 1997 and 1996, respectively,  were $9,740, $14,813 and
     $13,908 for Mr. Trugman and $5,889, $11,499 and $5,418 for Mr. Rubin.

(2)  Includes deferred  compensation in the amount of $125,000 for each of 1998,
     1997 and 1996 fiscal years, respectively.

(3)  Earnings related to exercise of nonqualified stock options.


                                       5


Stock Options

      The following  table  contains  information  concerning the grant of stock
options under the Company's  Amended and Restated Stock Option Plan to the named
executive officers of the Company during the fiscal year ended August 1, 1998.

                        OPTION GRANTS IN LAST FISCAL YEAR


    Individual Grants                                                                 Potential Realizable
    ----------------                                                                 Value at Assumed Annual
                                          % of Total                                  Rates of Stock Price
                             Options   Options Granted   Exercise                 Appreciation for Option Term(1)
                             Granted    to Employees      Price      Expiration   ------------------------------
      Name                     (#)     in Fiscal Year     ($/Sh)        Date          5%($)          10%($)
     ------                  -------   --------------    --------    ----------       -----          ------
                                                                                         
LEONARD A. TRUGMAN.........   75,000        35%           $9.63       8/18/12       $779,256        $2,294,767
DAVID ENGEL................   15,000         7%           $9.63       8/18/12       $155,851        $  458,953
SEYMOUR RUBIN..............    5,000         2%           $9.63       8/18/12       $ 51,950        $  152,984
MICHAEL TABER..............    5,000         2%           $9.63       8/18/12       $ 51,950        $  152,984
LOUIS J. FARIN, SR.........    5,000         2%           $9.63       8/18/12       $ 51,950        $  152,984


- ----------
(1)  Fair market value of stock on grant date compounded  annually at rate shown
     in column heading for the option term less the exercise price.

Option Exercises and Holdings

      The  following  table sets  forth  information  with  respect to the named
executive  officers  concerning  the exercise of options  during the fiscal year
ended  August 1, 1998 and  unexercised  options held as of the end of the fiscal
year ended August 1, 1998.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES



                                                                   Number of                 Value of
                                                                Unexercised             Unexercised In-
                                 Shares         Value             Options              the-Money Options
                                Acquired      on Realized        at Fiscal              at Fiscal Year-
           Name                Exercise (#)    ($) (1)          Year-End (#)              End ($) (2)
           -----               ------------    -------          ------------          -------------------
                                                                Exercisable/             Exercisable/
                                                                Unexercisable            Unexercisable
                                                                ------------          -------------------
                                                                                   
LEONARD A. TRUGMAN.........      163,440      $1,361,858       572,789/89,069         $4,201,960/$94,840
DAVID ENGEL................       15,804         $68,856         1,449/27,505         $    6,658/$40,411
SEYMOUR RUBIN..............         --              --         136,687/16,980         $  768,019/$42,418
MICHAEL TABER..............       6,221         $32,691              0/14,248         $        0/$29,875
LOUIS J. FARIN, SR.........         --              --          42,748/14,166         $  228,286/$27,124

- ----------
(1)  Amounts  reflect  the  difference  between  the  fair  market  value of the
     underlying  shares of Common Stock on the date of exercise and the exercise
     price on the date of exercise.

(2)  Amounts  reflect  the  difference  between  the  fair  market  value of the
     underlying  shares of Common Stock and the exercise price for  in-the-money
     options on August 1, 1998 ($9.875).

Amended and Restated Stock Option Plan

      The following  summary  describes the material features of the Amended and
Restated Stock Option Plan (the "Plan").

      The Plan contains two optional forms of incentive awards which may be used
at the  sole  discretion  of  the  Stock  Option  Committee  (the  "Committee").
Incentive  awards  under  the Plan may take the form of stock  options  or stock
appreciation  rights ("SARs").  The stock options may be incentive stock options
("ISOs")  intended to qualify for special tax treatment or  non-qualified  stock
options ("NQSOs").

      The Committee will determine the eligible participants who will be granted
incentive  awards,  determine the amount and type of award,  determine the terms
and  conditions of awards,  construe and interpret the Plan,  and make all other
determinations  with respect to the Plan, to the extent  permitted by applicable
law.


                                       6


      The Plan is a fifteen  year  program and will  terminate  on December  31,
2009,  unless  terminated sooner according to the terms of the Plan. The term of
each ISO and  related  tandem  SAR is ten  years  and the term of each  NQSO and
related  tandem  SAR is fifteen  years,  subject  to  earlier  termination  upon
termination of the optionee's employment or relationship with the Company.

      The  Committee  may  grant  ISOs,   NQSOs  and  tandem  SARs  to  eligible
participants, subject to the terms and conditions of the Plan.

      At the  time an  option  is  exercised,  shares  of  Common  Stock  may be
purchased using (1) cash; (2) shares of the Company's  Common Stock owned by the
optionee for at least one year; (3) a "cashless  exercise"  procedure (whereby a
broker sells the shares or holds them as collateral for a margin loan,  delivers
the  option  price to the  Company,  and  delivers  the  remaining  sale or loan
proceeds to the optionee);  or (4) any combination of the foregoing or any other
method of payment which the Committee may allow.

      There are  2,005,980  shares of the  Company's  Common Stock  reserved for
issuance under the Plan. As of the Record Date, options to purchase an aggregate
of 1,688,052  shares were  outstanding  and 317,928  shares were  available  for
future grant.

Employment Agreements

      Mr.  Leonard A.  Trugman has an  employment  agreement  with the  Company,
effective as of August 1, 1992, which was subsequently amended on July 20, 1994,
September 1, 1994 and April 29,  1998,  pursuant to which he has agreed to serve
as Chairman of the Board,  President and Chief Executive  Officer of the Company
until July 31,  2005.  Mr.  Trugman's  annual base salary was  $319,070  for the
twelve months ended August 1, 1998. His annual base salary for the twelve months
ending July 31, 1999 is $335,023 and was determined by  multiplying  $319,070 by
the greater of 5% or the  increase in the  Consumer  Price Index as of August 1,
1998 over the amount of such  index as of August 1, 1997  ("Base  Salary").  For
each subsequent year during the term of his agreement, his annual Base Salary is
subject to increases  equal to the greater of 5% or the increase in the Consumer
Price Index. Mr. Trugman receives a bonus each year equal to 5% of the Company's
pre-tax net income for such year.  Mr.  Trugman's  agreement also provides for a
deferred  compensation  account  whereby the Company  shall deposit (a) $100,000
annually and (b) after receipt of the  Company's  audited  financial  statements
with respect to each fiscal  year,  an amount equal to the lesser of (x) $25,000
or (y) 5% of the  Company's  pre-tax  net  income  for  such  fiscal  year  less
$100,000.  Mr. Trugman's deferred  compensation  account balance pursuant to his
employment agreement was $913,046 as of August 1, 1998. At the expiration of the
employment agreement, or in the event Mr. Trugman's employment is terminated for
any reason whatsoever, other than for cause or total disability, Mr. Trugman, at
his sole option,  may elect to be engaged by the Company as a  consultant  for a
term of five years. Mr. Trugman's annual  consulting  compensation for the first
year of the consulting  term shall be equal to (i) his base salary for the final
year of his employment agreement ("Last Base Salary") or (ii) his base salary in
effect  upon  his  termination   ("Termination   Base  Salary"),   whichever  is
applicable.  Mr. Trugman's consulting  compensation for the second through fifth
year of the consulting  term shall be adjusted  annually by multiplying the Last
Base Salary or the Termination Base Salary, as the case may be, by an applicable
percentage ranging from 92% in the second year to 61% in the fifth year.

      Mr. Trugman is also entitled to  compensation  in the event of a change of
control  of the  Company  and  his  employment  is  terminated  for  any  reason
whatsoever.  Such  compensation  shall be an amount equal to three times (x) the
base  salary  to be paid  to Mr.  Trugman  for the  fiscal  year in  which  such
termination  occurs,  plus (y) the guaranteed  bonus paid to Mr. Trugman for the
immediately  preceding  year,  plus  (z) the  amount  credited  to the  deferred
compensation account for the immediately  preceding fiscal year, but in no event
in an aggregate  amount greater than the maximum  allowed  pursuant to governing
law.  Such payment must be made within 90 days after the change of control.  The
employment  agreement  contains  confidentiality  provisions  and a  non-compete
provision  for a  term  of one  year  after  the  termination  of Mr.  Trugman's
employment.

      Directors of the Company did not receive  compensation for their services,
as such,  except a fee of  $1,000.00  for each meeting of the Board of Directors
which they  attended.  Messrs.  Trugman and Rubin  waived their right to receive
such compensation.


                                       7


Stock Purchase Plan

  Employee Stock Purchase Plan

      The Company has an Employee Stock Purchase Plan which is funded by payroll
deductions.  Shares  acquired  pursuant to such plan by employees of the Company
are  purchased  in the open  market by the  custodian  of the plan.  The Company
administers such plan and pays all brokerage  commissions incurred in connection
with such plan.  All shares so purchased  are held in street name until they are
issued  semi-annually or until an employee  requests that the shares to which he
is entitled, or a portion thereof, be issued to him. Substantially all employees
of the Company are eligible to participate in such plan. As of July 1, 1997, all
executive  officers of the Company,  with the exception of Michael  Taber,  have
elected not to participate in the Company's  Employee Stock Purchase Plan. As of
December 15, 1998, 209 shares have been issued to Michael Taber.

Employee Benefit Plans

  Defined Benefit Plan

      The Company has a defined benefit  pension plan which provides  retirement
benefits for some full time employees  ("Participants").  Effective  February 1,
1986, the plan was frozen so that future salary  increases are not considered in
determining a Participant's  pension benefit,  contributions by Participants are
no  longer  permitted  and  participation  in  the  plan  is  limited  to  those
Participants  as of August 1,  1984.  Pursuant  to the plan,  Participants  will
receive a benefit,  computed by an actuary at retirement based upon their number
of years of credited service and average total annual  compensation  during five
consecutive years of their service, reduced by a portion of their benefits under
social  security.  The  Company  continues  to fund the plan with  contributions
determined on an actuarial basis.

      The following table illustrates, for representative average annual covered
compensation and years of credited service classifications, the estimated annual
retirement  benefits payable to employees under this plan upon retirement at age
65 based on the plan's  normal  form of benefit  and  social  security  benefits
frozen as of August 1, 1984.  Benefits  under the plan are limited to the extent
required by the Employee Retirement Income Security Act of 1974.

                               PENSION PLAN TABLE

     Average Annual                                    Years of Credited Service
  Covered Compensation                                        15 or more
  --------------------                                     -----------------
     $ 40,000.............................................      $13,000
     $ 50,000.............................................      $17,000
     $ 75,000.............................................      $27,000
     $100,000.............................................      $37,000

      The executive  officers,  with the exception of Louis J. Farin, Sr., named
in the Summary  Compensation  Table do not  participate in the plan.  During the
fiscal year ended July 29, 1995,  the Pension Plan was submitted to the Internal
Revenue Service and a favorable determination letter was received.

401(k) Plan and Profit Sharing Plan

      The Company has a 401(k) plan under which  employees  may elect to defer a
portion of their annual compensation. Merrill Lynch, Pierce, Fenner & Smith Inc.
("Merrill Lynch") is the plan administrator.  All employees with over 90 days of
service and over the age of 21 may elect to defer from 2% to 15% of their annual
salary.  The plan is administered by Merrill Lynch and employees may elect where
their deferred salary will be invested.  Highly  compensated  employees'  salary
deferrals  are  limited  by  the  contribution  levels  of  all  other  eligible
participants.  Distributions  are  made at  retirement  or upon  termination  of
employment. During the fiscal year ended July 29, 1995 the plan was submitted to
the Internal Revenue Service and a favorable determination letter was received.


                                       8


      On February 1, 1986 the Company initiated a profit sharing plan as part of
the 401(k) plan which allows  substantially  all of the  Company's  employees to
participate  in the  profits of the  Company,  regardless  of whether or not the
employee  elected to contribute to the 401(k) plan in any year. Since the profit
sharing plan is part of the 401(k) plan,  eligibility,  participation  and other
requirements are governed by the provisions of the 401(k) plan. Contributions to
the plan are  determined  based upon the  Company's  sales  volume  and  pre-tax
profits. There was a $65,000 contribution for the period ended August 1, 1998.

                   REPORT OF THE DEL GLOBAL TECHNOLOGIES CORP.
                    BOARD OF DIRECTORS COMPENSATION COMMITTEE

      The Compensation  Committee (the "Committee") of the Board of Directors of
the Company  determines  the  Company's  executive  compensation  policies.  The
Committee is comprised  of two  non-employee  Directors.  After  evaluating  the
performance of the Company and its executive officers,  the Committee recommends
compensation  programs and salary  levels to the entire  Board of Directors  for
approval.  Set forth below is a report submitted by the Committee addressing the
Company's compensation policies for the fiscal year ended August 1, 1998 as they
affected the executive officers of the Company.

Compensation Philosophy

      The goals of the executive compensation program are to attract, retain and
award  executive  officers  who  contribute  to  the  success  of  the  Company.
Compensation  opportunities are aligned with the Company's business  objectives.
The compensation  programs are designed to motivate  executive  officers to meet
annual corporate performance goals and enhance long-term stockholder value.

      In designing and administering  the executive  compensation  program,  the
Committee  strives to balance short and long-term  incentive  objectives and use
prudent judgment in establishing  performance criteria,  evaluating  performance
and  determining  actual  incentive  awards.  The Committee  believes that stock
ownership by executive  officers is beneficial in aligning the common  interests
of management and stockholders to enhance stockholder value.

Components of Executive Compensation

      The three components of the Company's executive  compensation  program are
base  salary,  annual bonus and stock option  grants.  These three  elements are
structured by the  Committee,  in  conjunction  with the Company's  stock option
committee  which  is  comprised  of  two  other   non-employee   Directors,   to
cumulatively  provide  the  Company's  executive  officers  with levels of total
compensation  consistent with the Company's  executive  compensation  philosophy
described above.

      The Company's  executive  salary levels are intended to be consistent with
competitive  salary levels and job  responsibilities  of each executive.  Salary
increases  reflect  competitive  and  economic  trends,  the  overall  financial
performance  of the Company and the  performance  of the  individual  executive.
Factors  considered  in gauging  the  Company's  overall  financial  performance
include the Company's revenues and profits.

Relationship of Company Performance to Executive Compensation

      The Committee  takes into account the  executives'  performance in special
projects  undertaken  during the past fiscal  year,  contribution  to  strategic
acquisitions   and   development   of  new   products,   marketing   strategies,
manufacturing  efficiencies  and other  factors.  In  addition,  in  determining
executive  compensation  the Committee also considers the  contributions of each
executive officer to the growth in pre-tax earnings of the Company over the last
fiscal year.

      Satisfaction  of  certain  performance  criteria  (including   initiative,
contribution  to  overall  corporate  performance  and  managerial  ability)  is
evaluated  after informal  discussions  with other members of the Board and, for
all of the  executives  other  than  Mr.  Trugman,  after  discussions  with Mr.
Trugman.


                                       9


Compensation of Chief Executive Officer

      In  addition to the  factors  mentioned  above,  the  Committee's  general
approach  in  setting  Mr.  Trugman's  annual  compensation  is  to  seek  to be
competitive  with other  companies in the  Company's  industry and to reward Mr.
Trugman's  strategic  management  abilities in directing the Company's expansion
efforts and its  development  and  exploitation  of new  markets,  growth of its
international business and new business opportunities.

      Mr.  Trugman's annual base salary for the fiscal year ended August 1, 1998
was  $319,070,  an  increase  of  $15,194  over his  previous  annual  salary of
$303,876.  Such  increase  reflects Mr.  Trugman's  base salary  pursuant to his
employment  agreement,  effective as of August 1, 1992,  which was  subsequently
amended on July 20, 1994,  September 1, 1994 and April 29, 1998.  Mr.  Trugman's
base salary, bonus and deferred compensation for the fiscal year ended August 1,
1998 was  $871,809 as compared to $792,417 for the  previous  fiscal year.  Such
agreement  provides  for future base salary  increases in an amount equal to the
greater of a 5% increase or the increase in the Consumer Price Index. The annual
bonus paid to Mr.  Trugman for the fiscal year ended August 1, 1998 was equal to
5% of the Company's  pre-tax net income for such year.  Mr.  Trugman's  deferred
compensation  account  payment  for the  fiscal  year  ended  August 1, 1998 was
$125,000 which represents  approximately 1.48% of the Company's pre-tax earnings
for such  fiscal  year.  Such  payment was based upon Mr.  Trugman's  employment
agreement  which  provides that the Company shall deposit (a) $100,000  annually
and (b) after receipt of the Company's audited financial statements with respect
to each fiscal  year,  an amount equal to the lesser of (x) $25,000 or (y) 5% of
the Company's pre-tax net income for such fiscal year less $100,000.

                                                      Compensation Committee

                                                      NATAN V. BERTMAN
                                                      DAVID MICHAEL


                                       10


Performance Graph

     The following graph compares the yearly percentage change in the cumulative
total  stockholder  return on the Company's  Common Stock with The Nasdaq Market
Index and the peer group  index for each of Standard  Industrial  Classification
Code ("SIC  Code")  3679 and SIC Code 3844 for the period  commencing  August 1,
1993 and ending August 1, 1998.  The peer group for SIC Code 3679 consists of 50
companies  engaged in the  manufacture  of  electronic  components  and includes
Applied  Magnetics  Corporation,  Espey  Manufacturing  &  Electronics,  General
Microwave  Corporation,  Hutchinson  Tech,  Inc.,  Medicore,  Inc.  and  Recoton
Corporation.  Due to the  transition of the majority of the  Company's  business
from  electronic  components to medical imaging  systems,  SIC Code 3844 - X-Ray
apparatus,  has been  deemed a more  appropriate  peer  group.  This peer  group
consists of 9 companies  and  includes  Fischer  Imaging  Corp.,  Hologic  Inc.,
Invision  Technologies  Inc.,  Thermotrex Corp. and Trex Medical Corp. The graph
assumes that $100 was invested on August 1, 1993 in the  Company's  Common Stock
and in each of the other indices and assumes  reinvestment  of all dividends and
is weighted on a market capitalization basis.

   [The following chart was depicted as a line graph in the printed material]

                     COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
                      AMONG DEL GLOBAL TECHNOLOGIES CORP.,
                     NASDAQ MARKET INDEX AND SIC CODE INDEX

DEL GLOBAL TECH. CORP.   NASDAQ MARKET INDEX      SIC CODE 3844    SIC CODE 3679
- ----------------------   -------------------      -------------    -------------
     100                       100                    100             100
     106.06                    109.12                 100.22          118.98
     118.15                    133.72                 125.9           169.01
     158.41                    145.78                 171.02          176.6
     199.67                    214.3                  123.36          254.45
     192.36                    256.92                 114.4           151.48
                            
                     ASSUMES $100 INVESTED ON AUGUST 1, 1993
                          ASSUMES DIVIDENDS REINVESTED
                        FISCAL YEAR ENDING AUGUST 1, 1998


                                       11


                                 OTHER BUSINESS

      As of the date of this Proxy Statement,  the only business which the Board
of  Directors  intends to  present  and knows that  others  will  present at the
Meeting is as hereinabove set forth. If any other matter or matters are properly
brought before the Meeting, or any adjournments  thereof, it is the intention of
the persons  named in the  accompanying  form of proxy to vote the proxy on such
matters in accordance with their judgment.

Voting Procedures

      Directors of the Company must be elected by a plurality of the vote of the
shares of Common Stock present in person or  represented  by proxy at the Annual
Meeting.  Consequently,  only  shares  that are  voted in favor of a  particular
nominee will be counted toward such nominee's achievement of a plurality. Shares
present at the Annual  Meeting  that are not voted for a  particular  nominee or
shares present by proxy where the  stockholder  properly  withheld  authority to
vote for such nominee  (including  broker  non-votes) will not be counted toward
such nominee's achievement of a plurality.

      With  respect to the other  matters  submitted to the  stockholders  for a
vote, the  affirmative  vote of the holders of at least a majority of the shares
of Common Stock present in person or  represented by proxy at the Annual Meeting
for a particular matter is required to become effective.  Abstentions and broker
non-votes  are not  considered  present at the Annual  Meeting and each does not
constitute a vote cast for purposes of determining stockholder action.

      A COPY OF THE  COMPANY'S  ANNUAL  REPORT ON FORM  10-K FOR THE YEAR  ENDED
AUGUST 1, 1998, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, FILED WITH
THE SECURITIES AND EXCHANGE  COMMISSION IS AVAILABLE TO EACH STOCKHOLDER WITHOUT
CHARGE. WRITTEN REQUESTS SHOULD BE ADDRESSED TO: MICHAEL TABER,  SECRETARY,  DEL
GLOBAL TECHNOLOGIES CORP., 1 COMMERCE PARK, VALHALLA, NEW YORK 10595.

                           1999 STOCKHOLDER PROPOSALS

      Proposals by  stockholders  which are intended to be presented at the 1999
Annual  Meeting  must be  received  by the  Company at its  principal  executive
offices on or before September 10, 1999.

                                         By order of the Board of Directors,
                                         DEL GLOBAL TECHNOLOGIES CORP.


                                         MICHAEL TABER,
                                         Secretary

Dated: January 6, 1999


                                       12





                          DEL GLOBAL TECHNOLOGIES CORP.

PROXY          Annual Meeting of Stockholders - February 11, 1999
                 (Solicited on Behalf of the Board of Directors)

KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  stockholder of Del Global
Technologies Corp. constitutes and appoints Michael Taber and Leonard A. Trugman
or either of them, the attorneys and proxies of the undersigned  with full power
of substitution to vote for and in the name,  place and stead of the undersigned
at the Annual  Meeting of the  Stockholders  of the  Company,  to be held at the
Crowne Plaza Hotel, 66 Hale Avenue,  White Plains, NY 10601 on February 11, 1999
at  10:30  A.M.,  and at any  adjournment  or  adjournments  thereof,  upon  the
following  matters  (which are more fully  described in the  accompanying  Proxy
Statement).

                   (continued and signed on the reverse side)

- --------------------------------------------------------------------------------
                             FOLD AND DETACH HERE 



                                                             Please mark   |X|
                                                             your votes as
                                                             indicated in
                                                             this example

1. For the election of the following  nominees to the Board of Directors for the
   ensuing year: Leonard A. Trugman,  Natan V. Bertman,  David Michael,  Seymour
   Rubin, James Tiernan and Roger Winston
                             
   FOR all nominees                  WITHHOLD                           
   listed above                      AUTHORITY                        
   (except as marked          to vote for all nominees             
   to the contrary)                 listed above
          _                              _
         |_|                            |_|             

(INSTRUCTION:  To withhold authority to vote for any individual  nominee,  write
that nominee's name in the space provided below.)

________________________________________________________________________________

A majority of such attorneys and proxies,  or their  substitutes at the meeting,
or any  adjournment  or  adjournments  thereof,  may  exercise all of the powers
hereby  given.  Any proxy to vote any of the shares,  with  respect to which the
undersigned is or would be entitled to vote,  heretofore  given to any person or
persons other than the persons named above, is revoked.

2. In their  discretion,  upon other  matters as may  properly  come  before the
meeting or any adjournments thereof.

IN WITNESS WHEREOF,  the undersigned has signed and sealed this proxy and hereby
acknowledges receipt of a copy of the notice of such meeting and proxy statement
in reference thereto both dated January 6, 1999.

               Dated:______________________________________, 1999


               __________________________________________________
                           (Stockholder(s) Signature)

               ____________________________________________(L.S.)


               __________________________________________________
                           Printed Name of Stockholder
NOTE: Signature should correspond with name appearing on stock certificate. When
signing in a fiduciary or representative capacity, sign full title as such. When
more than one owner, each should sign.

- --------------------------------------------------------------------------------
                              FOLD AND DETACH HERE

                                 Annual Meeting
                                       of
                          Del Global Technologies Corp.

                           Thursday, February 11, 1999

                                   10:30 A.M.

                               Crowne Plaza Hotel
                                 66 Hale Avenue
                             White Plains, NY 10601

================================================================================
                                     Agenda
                                     ------

*     Election of Directors

*     Report on the progress of the Company

*     Discussion on matters of current interest

================================================================================