10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended December 31, 2002

                          Commission File Number I-4383


                         ESPEY MFG. & ELECTRONICS CORP.
           -----------------------------------------------------------
               (Exact name of registrant as specified in charter)


       NEW YORK                                           14-1387171
----------------------------                ------------------------------------
(State of Incorporation)                  (I.R.S. Employer's Identification No.)


233 Ballston Avenue, Saratoga Springs, New York             12866
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code            518-584-4100
                                                         -----------------------

Number of shares  outstanding  of issuer's  class of common  stock  $.33-1/3 par
value as of February 10, 2003: 1,019,861.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                    YES  [X]                NO  [ ]

Indicate by check mark whether the registrant is an acelerated filer (as defined
in Rule 12B-2 of the Exchange Act)


                     YES  [ ]                NO  [X]

<PAGE>



<TABLE>
<CAPTION>


                         ESPEY MFG. & ELECTRONICS CORP.

                                    I N D E X

PART I      FINANCIAL INFORMATION                                                  PAGE
<S>                    <C>                                                         <C>
            Item 1    Financial Statements:

                          Consolidated Balance Sheets -

                           December 31, 2002 and June 30, 2002                        1

                          Consolidated Statements of Operations -
                          Three and Six Months Ended
                          December 31, 2002 and 2001                                  3

                          Consolidated Statements of Cash Flows -
                          Six Months Ended December 31,2002 and 2001                  4

                          Notes to Consolidated Financial Statements                  5


            Item 2        Management's Discussion and Analysis of                     6
                          Financial Condition and Results of Operations.

            Item 4        Controls and Procedures                                     7


PART II     OTHER INFORMATION                                                         8


            SIGNATURES                                                                8



</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         ESPEY MFG. & ELECTRONICS CORP.

                           Consolidated Balance Sheets

                       December 31, 2002 and June 30, 2002
                 --------------------------------------------------

                                                                              Unaudited
                                                                                2002             2002
                                                                             December 31        June 30
                                                                           --------------    --------------

ASSETS:

<S>                                                                         <C>               <C>
          Cash and cash equivalents                                         $ 8,374,183       $ 9,192,962
          Investments securities                                                372,400           368,000
          Trade accounts receivable, net                                      5,006,276         2,409,706
          Other receivables                                                       2,052            13,413

          Inventories:

                  Raw materials and supplies                                  1,613,089         1,424,278
                  Work-in-process                                             2,561,104         4,298,988
                  Costs relating to contracts in process, net of advance
                    payments of $2,984,771 at December 31, 2002 and
                    $2,194,269 at June 30, 2002                               7,100,164         7,017,529
                                                                             -----------       -----------
                                    Total inventories                        11,274,357        12,740,795
                                                                             -----------       -----------

          Deferred income taxes                                                  84,394            85,773
          Prepaid expenses and other current assets                             174,035           198,061
                                                                             -----------       -----------
                                    Total current assets                     25,287,697        25,008,710
                                                                             -----------       -----------
          Property, Plant and Equipment, net                                  3,320,988         3,324,252
                                                                             -----------       -----------

                                    Total assets                            $28,608,685       $28,332,962
                                                                            ============      ============



See accompanying notes to the consolidated financial statements.
                                                                                              (Continued)

</TABLE>
                                       1
<PAGE>

<TABLE>
<CAPTION>


                         ESPEY MFG. & ELECTRONICS CORP.

                     Consolidated Balance Sheets, Continued

                       December 31, 2002 and June 30, 2002
          -------------------------------------------------------------

                                                                                Unaudited
                                                                                  2002             2002
                                                                               December 31        June 30
                                                                            ---------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY:

<S>                                                                         <C>                 <C>
          Accounts payable                                                  $  1,060,646        $  497,454
          Accrued expenses:
                  Salaries, wages and commissions                                100,495            86,881
                  Vacation                                                       394,434           398,898
                  Employees' insurance costs                                       6,351             6,887
                  ESOP payable                                                   273,028                --
                  Other                                                           36,999            41,410
          Payroll and other taxes withheld and accrued                            63,155            37,943
          Income taxes payable                                                    52,037            88,966
          Deferred income taxes                                                  120,081           120,081
                                                                            ------------      ------------
                               Total current liabilities                       2,107,226         1,278,520
                                                                            ------------      ------------

          Common stock, par value .33-1/3 per share.
          Authorized 10,000,000 shares;
          Issued 1,514,937 shares on December 31, 2002 and June 30, 2002,
              outstanding 1,019,861 on December 31, 2002 and June 30, 2002       504,979           504,979

          Capital in excess of par value                                      10,463,239        10,465,878
          Accumulated other comprehensive loss                                   (26,060)          (29,079)


          Retained earnings                                                   24,584,010        24,848,858
                                                                            ------------     -------------
                                                                              35,526,168        35,790,636

          Less common stock subscribed                                        (1,117,325)       (1,117,325)

          Cost of 495,076 shares on December 31, 2002 and 480,376
              on June 30, 2002 of common stock in treasury                    (7,907,384)       (7,618,869)
                                                                            ------------      ------------
                               Total stockholder's equity                     26,501,459        27,054,442
                                                                            ------------      ------------
                                        Total liabilities and
                                        stockholders' equity                $ 28,608,685      $ 28,332,962
                                                                            ============      ============


See accompanying notes to the consolidated financial statements.

</TABLE>
                                       2

<PAGE>

<TABLE>
<CAPTION>

                         ESPEY MFG. & ELECTRONICS CORP.

                      Consolidated Statements of Operations

              Three and Six Months Ended December 31, 2002 and 2001
   --------------------------------------------------------------------------

                                                               Unaudited                         Unaudited
                                                             Three Months                       Six Months
                                                       2002             2001               2002          2001
                                                     ---------------------------       -------------------------
<S>                                                  <C>           <C>                 <C>           <C>
Net Sales                                            $ 5,374,456   $ 5,199,517         $ 9,865,815   $ 9,785,032
Cost of sales                                          5,449,710     4,605,948           9,151,848     8,583,878
                                                     -----------   ------------        -----------   -----------
       Gross profit (loss)                               (75,254)      593,569             713,967     1,201,154

Selling, general and
   administrative expenses                               537,346       527,101             966,653       921,134
                                                     -----------   ------------        -----------   -----------
       Operating income (loss)                          (612,600)       66,468            (252,686)      280,020
                                                     -----------   ------------        -----------   -----------

Other income

       Interest and dividend income                       38,097        48,726              83,366       115,205
       Sundry income                                      18,058         1,940              21,602        12,895
                                                     -----------   ------------        -----------   -----------
                                                          56,155        50,666             104,968       128,100
                                                     -----------   ------------        -----------   -----------

Income (loss) before income taxes                       (556,445)      117,134            (147,718)      408,120

Provision (benefit) for income taxes                    (139,111)       35,135             (36,929)      122,431
                                                     -----------   ------------        -----------   -----------


                  Net Income (loss)                  $  (417,334)  $    81,999         $  (110,789)  $   285,689
                                                     ===========   ===========         ===========   ===========



Income per share:

Basic and dilutive
   income (loss) per share                           $     ( .41)  $       .08         $      (.11)  $       .28
                                                     -----------   ------------        -----------   -----------


Weighted average common
   shares outstanding

           Basic                                       1,026,090     1,029,461           1,030,326     1,029,461
           Diluted                                     1,028,748     1,034,640           1,033,104     1,033,658
                                                       =========     =========           =========     =========



See accompanying notes to the consolidated financial statements

</TABLE>
                                       3


<PAGE>

<TABLE>
<CAPTION>

                         ESPEY MFG. & ELECTRONICS CORP.
                      Consolidated Statements of Cash Flows
                   Six Months Ended December 31, 2002 and 2001
                                                                                        Unaudited
                                                                                      December 31,
                                                                                2002             2001
                                                                          ---------------- ----------------
Cash flows from operating activities:

<S>                                                                             <C>               <C>
       Net income (loss)                                                        $  (110,789)      $   285,689

       Adjustments to reconcile net income to net cash provided by operating
       activities:

       Depreciation                                                                 250,381           247,505
       (Gain)/Loss on disposal of assets                                                 --               250
       Deferred Income Tax Benefit                                                       --               872
       Changes in assets and liabilities:
              Increase in receivables                                            (2,585,209)         (625,180)
              Decrease in inventories                                             1,466,438         1,389,143
              Decrease (Increase) in prepaid expenses and other current assets       24,026           (81,292)
              Increase in accounts payable                                          563,191           868,933
              Increase (Decrease) in accrued salaries, wages and commissions         13,614            (5,338)
              Decrease in accrued employee insurance costs                             (536)          (61,527)
              Decrease in other accrued expenses                                     (4,411)          (16,470)
              Decrease in vacation accrual                                           (4,464)          (23,448)
              Increase in payroll & other taxes withheld and accrued                 25,212            24,916
              Increase (Decrease) in income taxes payable                           (36,929)           80,193
              Increase in ESOP contributions                                        273,028           269,876
                                                                                -----------       -----------
                      Net cash provided by (used in)
                      operating activities                                         (126,448)        2,354,122
                                                                                -----------       -----------
Cash flows from investing activities:

       Proceeds from maturity of investment securities                                   --           399,128
       Additions to property, plant & equipment                                    (247,117)         (238,448)
       Proceeds on sale of assets                                                        --                50
                                                                                -----------       -----------
                      Net cash provided by (used in)
                      investing activities                                         (247,117)          160,730
                                                                                -----------       -----------
Cash flows from financing activities:

       Dividends paid on common stock                                              (154,059)         (153,678)
       Purchase of treasury stock                                                  (296,455)               --
       Proceeds from exercise of stock options                                        5,300                --
                                                                                -----------       -----------
                      Net cash used in
                      financing activities                                         (445,214)         (153,678)
                                                                                -----------       -----------
Increase (Decrease) in cash and cash equivalents                                   (818,779)        2,361,174
Cash and cash equivalents, beginning of period                                    9,192,962         5,200,736
                                                                                -----------       -----------
Cash and cash equivalents, end of period                                          8,374,183       $ 7,561,910
                                                                                -----------       -----------
Income taxes paid                                                               $        --       $     2,238
                                                                                ===========       ===========
Noncash financing activities:
       Dividend Payable                                                         $        --       $   154,419
                                                                                ===========       ===========
See accompanying notes to the consolidated financial statements


</TABLE>
                                       4

<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.

                   Notes to Consolidated Financial Statements
            ---------------------------------------------------------

1.   In the  opinion  of  management  the  accompanying  unaudited  consolidated
     financial  statements  contain all  adjustments  (consisting of only normal
     recurring adjustments) necessary for a fair presentation of the results for
     such  periods.  The  results  for any  interim  period are not  necessarily
     indicative of the results to be expected for the full fiscal year.  Certain
     information  and  footnote   disclosures  normally  included  in  financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been  condensed  or omitted.  These  financial  statements
     should  be read in  conjunction  with the  Company's  most  recent  audited
     financial statements included in its 2002 Form 10-K.

2.   Other income consists  principally of interest on money market accounts and
     dividends on an equity security.

3.   For purposes of the  statements  of cash flows,  the Company  considers all
     liquid debt instruments with original maturities of three months or less to
     be cash equivalents.

4.   In fiscal 1989 the Company  established  an Employee  Stock  Ownership Plan
     (ESOP) for eligible non-union employees. The ESOP used the proceeds of loan
     from the Company to purchase  316,224 shares of the Company's  common stock
     for approximately  $8.4 million and the Company  contributed  approximately
     $400,000 to the ESOP which was used by the ESOP to  purchase an  additional
     15,000 shares of the Company's  common stock. As of December 31, 2002 there
     were 216,477 shares allocated to participants.

5.   Total comprehensive income consists of:

<TABLE>
<CAPTION>


                                                        Three Months Ended          Six Months Ended
                                                           December 31,               December 31,
                                                        2002          2001         2002            2001
                                                  ------------   ------------    ---------      ---------
<S>                                                  <C>           <C>           <C>            <C>
Net income (loss)                                    $(417,334)    $ 81,999      $(110,789)     $ 285,689

Accumulated other comprehensive income                   4,160        9,880          3,019         20,800
                                                  ------------   ------------    ---------      ---------
Total comprehensive income (loss)                    $(413,174)    $ 91,879      $(107,770)     $ 306,489
                                                     =========     ========      =========      =========

</TABLE>
                                       5
<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Critical Accounting Policies and Estimates

We believe our most critical accounting policies include revenue recognition and
cost estimation on our contracts.

Revenue recognition and cost estimation

A significant portion of our business is comprised of development and production
contracts which are accounted for under the provisions of the American Institute
of  Certified  Public  Accountants  (AICPA)  Statement  of  Position  No.  81-1,
"Accounting for  Performance of  Construction-Type  and Certain  Production-Type
Contracts." Generally revenue on long-term fixed-price contracts are recorded on
a  percentage  of  completion  basis using units of delivery as the  measurement
basis for progress toward completion.

Contract  accounting  requires  judgment relative to estimating costs and making
assumptions  related to technical issues and delivery  schedule.  Contract costs
include material,  subcontract costs, labor and an allocation of indirect costs.
The  estimation  of cost at  completion  of a contract  is  subject to  numerous
variables  involving  contract  costs and  estimates as to the length of time to
complete the contract.  Given the  significance of the estimation  processes and
judgments  described above, it is possible that materially  different amounts of
contract  costs  could be  recorded if  different  assumptions  were used in the
estimation  of cost at  completion.  When a change in contract  value,  contract
performance  status,  or estimated cost is determined,  changes are reflected in
current period earnings.

Results of Operations

Net sales for the six  months  ended  December  31,  2002  were $  9,865,815  as
compared to $9,785,032  for the same period in 2001, a .8%  increase.  Net sales
for the three months  ended  December  31, 2002 were  $5,374,456  as compared to
$5,199,517 for the same period in 2001, a 3% increase. The Company's increase in
sales for the three and six month periods  ended  December 31, 2002, as compared
to December  31,  2001,  is due  primarily  to an increase in radar  transmitter
component shipments.

During the first six months of fiscal 2003 gross  profits  decreased to $713,967
as compared  with  $1,201,154  for the first six months of fiscal 2002.  For the
three months ended December 31, 2002 gross profit (loss)  decreased to $(75,254)
as compared to $593,569 for the same period in 2001.

Net income (loss) for the six months ended  December 31, 2002 was  $(110,789) or
$(.11) per share  compared to  $285,689 or $.28 per share for the  corresponding
period ended December 31, 2001. For the three months ended December 31, 2002 the
net loss was  $(417,334)  or $(.41) as compared to net income of $81,999 or $.08
per share for the same period in 2001.

The decrease in gross profit and net income for the three and six-month  periods
ended  December  31,  2002,  was  primarily  the result of higher than  expected
product  development costs associated with a new customer  specific product.  We
expect the investment in this product to be successful and improve the operating
results  of the  Company  future  production  orders  are  received.  Management
continues to evaluate the  Company's  workforce  to ensure that  production  and
overall  execution of the backlog orders and additional  anticipated  orders are
successfully performed. Employment at December 31, 2002 and 2001 was 190 people.

The backlog at December 31, 2002 was approximately  $25.5 million as compared to
$25.9 at December 31, 2001.  New orders for the six-month  period ended December
31, 2002 were approximately $10.7 million.

Selling,  general and  administrative  expenses were $966,653 for the six months
ended  December 31,  2002,  an increase of $45,520 as compared to the six months
ended  December 31, 2001.  Selling,  general and  administrative  expenses  were
$537,346 for the three months ended December 31, 2002, an increase of $10,245 as
compared to the three months ended  December 31, 2001. The increase is primarily
due to an increase in Director's fees, professional fees and selling expenses.

Other income for the six months ended  December 31, 2002  decreased  compared to
the corresponding  period ended December 31, 2001. The decrease is primarily due
to lower interest rates on the Company's  money market  accounts.  For the three
months ended December 31, 2002 other income  remained  relatively  consistent as
compared to the same period in 2001.  The Company does not believe  there is any
significant risk associated with its investment policy,  since a majority of the
investments  are represented by preferred  equity  securities and a money market
account.



                                       6
<PAGE>



Liquidity and Capital Resources

As of December  31,  2002,  the Company  had  working  capital of $23.2  million
compared to $22.7 million at December 31, 2001. The Company meets its short-term
financing  needs  through  cash from  operations  and when  necessary,  from its
existing cash and short term investments.

The table below presents the summary of cash flow for the periods indicated:
<TABLE>
<CAPTION>

                                                                              Six Months Ended December 31,
                                                                                 2002             2001
                                                                             -------------    -------------
<S>                                                                           <C>             <C>
Net cash provided by (used in) operating activities                           $(126,447)      $ 2,354,122
Net cash provided by (used in) investing activities                            (247,117)          160,730
Net cash used in financing activities                                          (445,214)         (153,678)

</TABLE>

Net cash provided by operating  activities  fluctuates between periods primarily
as a result of  differences  in net  income,  the  timing of  shipments  and the
collection  of accounts  receivable,  changes in  inventory,  level of sales and
payment of accounts  payable.  The  decrease  in net cash  provided by (used in)
investing  activities is due to the sale of an investment  security in 2001. The
increase  in net cash used in  financing  activities  is due to an  increase  in
treasury stock purchases.

The Company currently  believes that the cash generated from operations and when
necessary,  from  cash  and cash  equivalents,  will be  sufficient  to meet its
long-term funding requirements.  Management, if necessary, has at its disposal a
$3,000,000  line of credit to help fund  further  growth.  For the first half of
fiscal 2003 capital expenditures were approximately $247,000.

Since the debt of the Company's  ESOP is not to an outside party the Company has
eliminated from the  Consolidated  Statements of Income the offsetting  items of
interest income and interest expenses relating to the ESOP.

During the six months  ended  December 31, 2002 the Company  repurchased  15,000
shares of common stock for $296,455. Under existing Board authorizations,  as of
December 31, 2002,  $1,000,000  could be utilized to  repurchase  the  Company's
common stock.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

It  should  be  noted  that in this  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations are  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the  Securities  Exchange Act of 1934,  as amended,  and are made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform  Act of  1995.  The  terms  "believe,"  "anticipate,"  "intend,"  "goal,"
"expect," and similar expressions may identify forward-looking statements. These
forward-looking  statements  represent the  Company's  current  expectations  or
beliefs  concerning  future events.  The matters covered by these statements are
subject to certain risks and  uncertainties  that could cause actual  results to
differ  materially  from  those  set  forth in the  forward-looking  statements,
including  the  Company's  dependence on timely  development,  introduction  and
customer  acceptance  of new  products,  the  impact  of  competition  and price
erosion,  as well as supply and  manufacturing  constraints  and other risks and
uncertainties. The foregoing list should not be construed as exhaustive, and the
Company  disclaims any  obligation  subsequently  to revise any  forward-looking
statements to reflect events or circumstances  after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events. The Company
wishes  to  caution   readers   not  to  place   undue   reliance  on  any  such
forward-looking statements, which speak only as of the date made.

Item 4. Controls and Procedures

Within the 90-day period prior to the filing date of this report,  an evaluation
was conducted  under the  supervision of and with the  participation  of Espey's
management,  including  the Chief  Executive  Officer  and the  Chief  Financial
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures.  Based on that evaluation,  the Chief Executive Officer
and the Chief Financial Officer have concluded that our disclosure  controls and
procedures are effective to ensure that all material  information related to the
company  and its  consolidated  subsidiary  is made known to them,  particularly
during the period when our periodic  reports are being  prepared.  Subsequent to
the date the Chief Executive Officer and Chief Financial Officer completed their
evaluation,  there have been no significant changes in our internal controls, or
in  other  factors  that  could  significantly  affect  the  internal  controls,
including any  corrective  actions with regard to significant  deficiencies  and
material  weaknesses.  It  should  be noted  that the  design  of any  system of
controls  is based in part upon  certain  assumptions  about the  likelihood  of
future  events,  and there can be no  assurance  that any design will succeed in
achieving its stated goals under all potential future conditions,  regardless of
how remote.

                                       7

<PAGE>


                         ESPEY MFG. & ELECTRONICS CORP.

                    PART II: Other Information and Signatures


Item 4.       Submission of Matters to a Vote of Security Holders

                  a)  The Company's Annual Meeting of Shareholders (the "Annual
                      Meeting") was held on November 22, 2002.

                  b)  Proxies for the Annual Meeting were solicited pursuant to
                      Regulation 14A under the Securities Exchange Act of 1934,
                      as amended. There were no solicitations in opposition to
                      management's nominees listed in the proxy statement. All
                      three nominees listed in the proxy statement were elected.

                  c)  The following matters were voted upon at the annual
                      meeting: The election of three Class A directors. The
                      votes were cast as follows:


                                                           Shares Voted Against
                   Nominee:           Shares Voted For:         or withheld
                   --------           -----------------    --------------------
                   Paul J. Corr       934,935              4,934
                   Barry Pinsley      934,768              5,101
                   Michael W. Wool    934,935              4,934

Item 5.       Other Information

              None

Item 6.       Exhibits and Reports on Form 8-K

              None


                               S I G N A T U R E S

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                ESPEY MFG. & ELECTRONICS CORP.


                                                /s/ Howard Pinsley
                                                --------------------------------
                                                Howard Pinsley, President and
                                                Chief Executive Officer

                                                /s/ David O'Neil
                                                --------------------------------
                                                David O'Neil, Treasurer and
                                                Principal Financial Officer

10 February 2003
----------------
 Date




                                       8
<PAGE>




                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Howard Pinsley, certify that:

1.   I have reviewed this annual report on Form 10-Q of Espey Mfg. & Electronics
     Corp.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly   report   is  being   prepared;
          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and
          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent  function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and
          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: February 10, 2003

                                                         /s/Howard Pinsley
                                                         -----------------------
                                                         Howard Pinsley,
                                                         President and
                                                         Chief Executive Officer



                                        9

<PAGE>



                    Certification of Chief Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David A. O'Neil, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  Espey  Mfg.  &
     Electronics Corp.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;
          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and
          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent  function):  a) all  significant  deficiencies  in the design or
     operation  of  internal   controls   which  could   adversely   affect  the
     registrant's  ability to record,  process,  summarize and report  financial
     data  and  have  identified  for the  registrant's  auditors  any  material
     weaknesses in internal controls; and b) any fraud, whether or not material,
     that involves  management or other employees who have a significant role in
     the registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: February 10, 2003

                                                     /s/David A. O'Neil
                                                     ---------------------------
                                                     David A. O'Neil,
                                                     Treasurer and
                                                     Principal Financial Officer





                                       10
<PAGE>



                    Certification of Chief Executive Officer
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     In  connection  with this  quarterly  report on Form 10-Q of Espey  Mfg.  &
     Electronics Corp. (the "Company"),  I, Howard Pinsely,  President and Chief
     Executive Officer of the Company,  certify , pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002, that:

1.   The report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in this report fairly presents,  in all material
     respects, the financial condition and results of operations of the Company

Date: February 10, 2003


                                                         /s/Howard Pinsley
                                                         ---------------------
                                                         Howard Pinsley,
                                                         President and
                                                         Chief Executive Officer




                    Certification of Chief Financial Officer
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     In  connection  with this  quarterly  report on Form 10-Q of Espey  Mfg.  &
     Electronics  Corp.  (the  "Company"),  I, David A.  O'Neil,  Treasurer  and
     Principal  Financial Officer of the Company,  certify,  pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002, that:

1.   The report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in this report fairly presents,  in all material
     respects, the financial condition and results of operations of the Company.

Date: February 10, 2003


                                                     /s/David A. O'Neil
                                                     ---------------------------
                                                     David A. O'Neil,
                                                     Treasurer and
                                                     Principal Financial Officer





                                       11