UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                        Commission File Number 001-04978
                                               ---------

                           NOTIFICATION OF LATE FILING

(Check one)
    [X] Form 10-K    [ ] Form 20-F   [ ]Form 11-K   [ ] Form 10-Q   [ ]Form 10-D
    [ ] Form N-SAR   [ ]Form N-CSR

                       For Period Ended  February 28, 2005
                                        -------------------

[ ]  Transition Report on Form 10-K      [ ]  Transition Report on Form 10-Q
[ ]  Transition Report on Form 20-F      [ ]  Transition Report on Form N-SAR
[ ]  Transition Report on Form 11-K


           For the Transition Period Ended
                                            ------------------------------------

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

      Nothing in this form shall be construed to imply that the  Commission  has
verified any information contained herein.

      If the  notification  relates to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates:



                                     PART I

                             REGISTRANT INFORMATION

Full Name of Registrant      Solitron Devices, Inc.
                        --------------------------------------------------------

Former Name if Applicable
                          ------------------------------------------------------

Address of Principal Executive Office (Street and number)  3301 Electronics Way
                                                          ----------------------

City, State and Zip Code      West Palm Beach, Florida  33407
                         -------------------------------------------------------



                                     PART II
                             RULE 12B-25(b) AND (c)


      If the subject  report could not be filed without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

      [X]  (a) The reasons  described in  reasonable  detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

      [X]  (b) The subject annual report,  semi-annual report, transition report
on Forms  10-K,  Form 20-F,  Form 11-K,  Form  N-SAR or Form  N-CSR,  or portion
thereof,  will be filed on or before the  fifteenth  calendar day  following the
prescribed  due date; or the subject  quarterly  report or transition  report on
Form 10-Q or subject  distribution  report on Form 10-D, or portion thereof will
be filed on or before the fifth  calendar day following the prescribed due date;
and

      [ ]  (c)  The accountant's  statement or other  exhibit  required  by Rule
12b-25(c) has been attached if applicable.


                                    PART III
                                    NARRATIVE

      State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K,
10-Q, 10-D, N-SAR,  N-CSR, or the transition report or portion thereof could not
be filed within the prescribed time period.

         The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
         February 28, 2005 could not be filed within the prescribed  time period
         because certain  information and data relating to and necessary for the
         completion of the  Registrant's  financial  statements and management's
         discussion and analysis could not be obtained by the Registrant  within
         such time period without unreasonable effort or expense.


                                     PART IV
                                OTHER INFORMATION

      (1)  Name and telephone number of person to contact in regard to this
notification.

           Saraf Shevach                  (561)     848-4311
           --------------------------------------------------------------
              (Name)                   (Area Code) (Telephone Number)

      (2) Have all other periodic  reports required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the  preceding  12 months (or for such  shorter  period) that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                                [X] Yes   [ ] No

      (3) Is it anticipated that any significant change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                                [ ] Yes   [X] No

      If so, attach an explanation of the anticipated  change,  both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                             Solitron Devices, Inc.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date  May 27, 2005               By: /s/ Shevach Saraf
                                    --------------------------------------------
                                    Chairman, President, Chief Executive Officer
                                    and Chief Financial Officer