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 September 30, 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 November 6, 2002: 1,034,561.

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 [_]




<PAGE>





                         ESPEY MFG. & ELECTRONICS CORP.

                                    I N D E X

PART I  FINANCIAL INFORMATION                                              PAGE

        Item 1     Financial Statements:

                        Consolidated Balance Sheets -
                        September 30, 2002 and June 30, 2002                 1


                        Consolidated Statements of Income -
                        Three Months Ended September 30, 2002 and 2001       3


                        Consolidated Statements of Cash Flows -
                        Three Months Ended September 30, 2002 and 2001       4


                        Notes to Consolidated Financial Statements           5

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

        Item 4     Controls and Procedures                                   8

PART II OTHER INFORMATION                                                    8

        SIGNATURES
<PAGE>

<TABLE>
<CAPTION>

                         ESPEY MFG. & ELECTRONICS CORP.

                           Consolidated Balance Sheets

                      September 30, 2002 and June 30, 2002
                      ------------------------------------
                                   A S S E T S

                                                                 Unaudited
                                                                    2002          2002
                                                                September 30     June 30
                                                                ------------     -------
<S>                                                            <C>           <C>
CURRENT ASSETS:

           Cash and cash equivalents                           $ 8,991,556   $ 9,192,962
           Investment security                                     366,000       368,000

           Trade accounts receivable, net                        3,690,346     2,409,706
           Other receivables                                         2,353        13,413
                                                               -----------   -----------
                                     Total Receivables           3,692,699     2,423,119
                                                               -----------   -----------
           Inventories:

                   Raw materials and supplies                    1,587,082     1,424,278
                   Work-in-process                               2,864,912     4,298,988
                   Costs relating to contracts in
                         process, net of advance payments of
                         $2,738,701 at September 30, 2002
                         and $2,194,269 at June 30, 2002         8,016,052     7,017,529
                                                               -----------   -----------

                                     Total Inventories          12,468,046    12,740,795
                                                               -----------   -----------

           Deferred Income Taxes                                    86,634        85,773
           Prepaid expenses and other current assets               148,744       198,061
                                                               -----------   -----------

                                     Total Current Assets       25,753,679    25,008,710
                                                               -----------   -----------

           Property, Plant and Equipment, net                    3,410,661     3,324,252
                                                               -----------   -----------

                                            Total Assets       $29,164,340   $28,332,962
                                                               ===========   ===========
</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>


                         ESPEY MFG. & ELECTRONICS CORP.

                     Consolidated Balance Sheets, Continued

                       September 30,2002 and June 30, 2002

                      ------------------------------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                 Unaudited
                                                                   2002           2002
                                                                September 30     June 30
                                                                ------------     -------
<S>                                                            <C>              <C>

CURRENT LIABILITIES:

               Accounts Payable                                 $ 912,990       $ 497,454
               Accrued expenses:
                       Salaries, wages and commissions              87,382       86,881
                       Vacation                                    348,621      398,898
                       Employees' insurance costs                    7,043        6,887
                       ESOP payable                                136,514           --
                       Dividend payable                                 --           --
                       Other                                        36,993       41,410
               Payroll and other taxes withheld and accrued         41,313       37,943
               Income taxes payable                                191,148       88,966
               Deferred Income Taxes                               120,081      120,081
                                                                ----------   ----------
                                    Total Current Liabilities    1,882,085    1,278,520
                                                                ----------   ----------


STOCKHOLDERS' EQUITY:

        Common stock, par value .33-1/3 per share.
        Authorized 10,000,000 shares;
        Issued 1,514,937 shares on September 30, 2002
          and June 30, 2002, outstanding 1,034,561
          on September 30, 2002 and June 30, 2002                  504,979      504,979

             Capital in excess of par value                     10,465,878   10,465,878
             Accumulated other comprehensive loss                  (30,961)     (29,079)


             Retained earnings                                  25,078,553   24,848,858
                                                                ----------   ----------
                                                                36,018,449   35,790,636

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

             Cost of 480,376 shares on
                 September 30, 2002 and June 30, 2002
                 of common stock in treasury                    (7,618,869)  (7,618,869)
                                                                ----------   ----------
                                Total Stockholders' Equity      27,282,255   27,054,442
                                                                ----------   ----------
                                       Total Liabilities And
                                       Stockholders' Equity    $29,164,340  $28,332,962
                                                               ===========  ===========


See accompanying notes to the consolidated financial statements.

</TABLE>
                                       2


<PAGE>

<TABLE>
<CAPTION>
                         ESPEY MFG. & ELECTRONICS CORP.

                        Consolidated Statements of Income

                 Three Months Ended September 30, 2002 and 2001
             ------------------------------------------------------

                                                             Unaudited
                                                            Three Months
                                                      2002              2001
                                                      ----              ----

               <S>                                 <C>               <C>
               Net sales                           $4,491,359        $4,585,515
               Cost of sales                        3,702,138         3,977,930
                                                   ----------        ----------
                        Gross profit                  789,221           607,585

               Selling, general and
                  administrative expenses             429,307           394,032
                                                   ----------        ----------
                        Operating income              359,914           213,553
                                                   ----------        ----------

               Other income

                        Interest and
                          dividend income              45,269            66,479
                        Other income                    3,544            10,955
                                                   ----------        ----------
                                                       48,813            77,434
                                                   ----------        ----------

               Income before income taxes             408,727           290,987

               Provision for income taxes             102,182            87,296
                                                   ----------        ----------


                                 Net Income        $  306,545        $  203,691
                                                   ==========        ==========

               Income per share:

               Basic and diluted
                  income per share                 $      .30        $      .20
                                                   ----------        ----------

               Weighted average number
                  of shares outstanding
                        Basic                       1,034,561         1,029,461
                        Diluted                     1,037,460         1,032,471
                                                   ==========        ==========

</TABLE>

See accompanying notes to the consolidated financial statements.

                                        3

<PAGE>

<TABLE>
<CAPTION>


                         ESPEY MFG. & ELECTRONICS CORP.
                      Consolidated Statements of Cash Flows
                 Three Months Ended September 30, 2002 and 2001

                                                                                                 Unaudited
                                                                                               September 30,
                                                                                          2002               2001
<S>                                                                                   <C>               <C>
                                                                                          ----               ----
Cash Flows From Operating Activities:

           Net income                                                                 $   306,545       $   203,691

           Adjustments to reconcile net income to net cash
           provided by (used in)operating activities:

           Depreciation                                                                   121,808           123,635
           Changes in assets and liabilities:
                  Increase in receivables                                              (1,269,579)         (747,852)
                  Decrease in inventories                                                 272,749         1,254,179
                  Decrease in prepaid expenses and
                      other current assets                                                 49,317            35,008
                  Increase in accounts payable                                            415,536           357,244
                  Increase (Decrease) in accrued salaries,
                      wages and commissions                                                   500           (14,008)
                  Increase (Decrease) in accrued
                      employees' insurance costs                                              156           (27,668)
                  Increase (Decrease) in other accrued expenses                            (4,417)           (4,017)
                  Decrease in vacation accrual                                            (50,277)          (51,421)
                  Increase in payroll & other
                      taxes withheld and accrued                                            3,370             1,653
                  Increase in income taxes payable                                        102,182            75,058
                  Increase in ESOP contributions                                          136,514           134,938
                                                                                      -----------       -----------
                                 Net cash provided by
                                 operating activities                                      84,404         1,340,440
                                                                                      -----------       -----------
           Cash Flows From Investing Activities:

                  Additions to property, plant & equipment                                (208,217)         (164,067)
                                        Net cash used in
                                                                                       -----------       -----------
                                       investing activities                              (208,217)         (164,067)
                                                                                       -----------       -----------
          Cash Flows From Financing Activities:

                  Dividends on common stock                                                (77,592)          (77,209)
                                                                                        ----------       -----------
                                        Net cash used in
                                        financing activities                               (77,592)          (77,209)
                                                                                      ------------       -----------
           Increase (Decrease) in cash and cash equivalents                               (201,405)        1,099,164

           Cash and cash equivalents, beginning of period                                9,192,961         5,200,735
                                                                                      ------------       -----------
           Cash and cash equivalents, end of period                                    $ 8,991,556       $ 6,299,899
                                                                                      ------------       -----------

           Income Taxes Paid                                                           $        --       $    12,238
                                                                                      ------------       -----------

           Noncash Financing Activities
                  Dividends Payable                                                    $        --       $   231,629
                                                                                      ------------       -----------
</TABLE>

See accompanying notes to the consolidated financial statements.

                                       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 for 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 equity securities.

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.   Basic earnings per share excludes dilution and is computed by dividing
     income available to common stockholders by the weighted average number of
     common shares outstanding for the period. Diluted earnings per share
     reflects the potential dilution that could occur if securities or other
     contracts to issue Common Stock were exercised or converted into Common
     Stock or resulted in the issuance of Common Stock that then shared in the
     Income of the Company.

5.   In fiscal 1989 the Company established an Employee Stock Ownership Plan
     (ESOP) for eligible non-union employees. The ESOP used the proceeds of a
     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 September 30, 2002 there were 216,577 shares allocated to
     participants.


6.   Total comprehensive income consists of:

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                      September 30,
                                                               2002               2001
                                                             --------           --------
<S>                                                          <C>             <C>
Net income                                                   $ 306,545       $ 203,691

Accumulated other comprehensive income:

Unrealized (loss) gain on available for sale securities         (1,882)         10,920
                                                             ---------       ---------

Total comprehensive income                                   $ 304,663       $ 214,611
                                                             =========       =========

</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 three months ended September 30, 2002 were $4,491,359 as
     compared to $4,585,515 for the same period in 2001. The $94,156 decrease in
     net sales for the three-month period is mainly due to the timing of
     shipments on several long-term contracts with deliveries to occur in the
     next several quarters. Management anticipates an overall increase in net
     sales for the year ending June 30, 2003.

     During the first  quarter of fiscal 2003 gross  profits as a percentage  of
     sales  increased  approximately  4.3% as compared with the first quarter of
     fiscal  2002.  The  increase  in gross  profit was  primarily  due to lower
     production  costs from decreased  labor hours and a more favorable  product
     mix. Management's  implementation of certain Lean Manufacturing  principles
     has improved gross profit.  Management  continues to evaluate the Company's
     workforce to insure that production and overall execution of backlog orders
     and  additional  anticipated  orders are  successfully  performed.  Present
     employment is 194 people.

     Net income for the three months ended September 30, 2002 was $306,545 or
     $.30 per share compared to $203,691 or $.20 per share for the corresponding
     period ended September 30, 2001.

     Selling, general and administrative expenses were $429,307 for the three
     months ended September 30, 2002, an increase of $35,275, or 8.9%, as
     compared to the three months ended September 30, 2001. This increase was
     primarily due to an increase in the cost of health insurance.

     Total other income for the three months ended  September 30, 2002 decreased
     by $28,621,  or 37% as compared to the three  months  ended  September  30,
     2001. The decrease is due to lower  interests  rates on the Company's Money
     Market  accounts.  The  Company  does not  believe  that  there is any risk
     associated   with  its  investment   policy,   since  its  investments  are
     represented by a preferred equity security and money market accounts.

     The Company continues to diversify its customer base and product offerings.
     The backlog at September 30, 2002 was approximately $26,239,000 as compared
     to approximately $24,767,000 at September 30, 2001.


<PAGE>


                                       6
<TABLE>
<CAPTION>

Liquidity and Capital Resources
-------------------------------

     As of September 30, 2002, the Company had working capital of $23.9 million
     compared to $23.7 million at June 30, 2002. 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:


                                                      Three Months Ended September 30,
                                                           2002             2001
                                                           ----             ----

     <S>                                                <C>             <C>
     Net cash provided by operating activities          $  84,404       $ 1,340,440
     Net cash used in investing activities              $(208,217)      $  (164,067)
     Net cash used in financing activities              $ (77,592)      $   (77,209)

</TABLE>


     Net cash provided by operating activities fluctuates between periods
     primarily as a result of differences in net income, the timing of the
     collection of accounts receivable, purchase of inventory, level of sales
     and payment of accounts payable. Net cash used in investing activities
     represents purchases of fixed assets. Net cash used in financing activities
     represents dividends on common stock.

     The Company currently believes that its current cash and cash equivalent
     balances and the cash generated from operations will be sufficient to meet
     its funding requirements for the next twelve months. Management has in
     place an uncommitted $3,000,000 line of credit to help fund further growth.
     For the first quarter of fiscal 2003 capital expenditures were
     approximately $208,000.

     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 ESOP. The
     Company has also eliminated the offsetting accruals from the Consolidated
     Balance Sheets.

     During the three months ended September 30, 2002 and 2001, the Company did
     not repurchase any of its common stock. Under existing Board authorization,
     as of September 30, 2002, $854,859 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.
                                       7

     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
     liklihood 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.
<PAGE>



                         ESPEY MFG. & ELECTRONICS CORP.

                    PART II: Other Information and Signatures

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

              None during the quarter.

Item-5.       Other Information

              None

Item 6.       Exhibits and Reports on Form 8-K

              None during the quarter


                               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

6 November 2002
---------------
     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: November 6, 2002

                                              /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: November 6, 2002

                                                  /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: November 6, 2002


                                                    /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: November 6, 2002


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

                                       11