UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D. C.

                                    FORM 10-Q

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


                For the Quarterly Period Ended March 31, 1999
                                               -------------- 

                          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, include area code     518-584-4100
                                                              ------------

         Number of shares outstanding of issuer's class of common stock $.33-1/3
         par value as of May 4, 1999: 1,101,308 .

         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:


                           Balance Sheets - March 31, 1999                  1
                           and June 30, 1998


                           Statements of Income - Three Months              3
                           and Nine Months Ended March 31, 1999
                           and 1998


                           Statements of Cash Flows - Nine Months           4
                           Ended March 31, 1999 and 1998


                           Notes to Financial Statements                   5


         Item 2   Management's Discussion and Analysis of                  7
                  Financial Condition and Results of
                  Operations.



PART II  OTHER INFORMATION                                                12

                  SIGNATURES                                              13

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

                                        Balance Sheets

                               March 31, 1999 and June 30, 1998

                                          A S S E T S


                                                                    Unaudited
                                                                 March 31, 1999  June 30,1998
                                                                 --------------  ------------
<S>                                                               <C>             <C>        
CURRENT ASSETS:

         Cash  and cash equivalents .........................     $ 1,084,530     $   191,739
         Short-term investments .............................         200,000       2,400,000
                                                                  -----------     -----------
                           Total Cash and Short-term
                                    Investments .............       1,284,530       2,591,739

         Investments securities .............................       6,653,634       7,235,749

         Trade accounts receivable net of
            $3,000 allowance March 31, 1999
            and June 30, 1998 ...............................       2,613,306       1,866,336
         Other receivables ..................................          99,449         289,050
                                                                  -----------     -----------

                           Net Receivables ..................       2,712,755       2,155,386

         Inventories:

            Raw materials and supplies ......................         526,507         558,951
            Work-in-process .................................       2,443,844       2,905,269
            Costs relating to contracts in
                  process ...................................       8,533,718       5,324,491
                                                                  -----------     -----------

                           Total Inventories ................      11,504,069       8,788,711
                                                                   ----------     -----------

         Deferred income taxes ..............................         357,154         348,514
         Prepaid expenses and other current assets ..........         261,259         189,559
                                                                  -----------     -----------

                           Total Current Assets .............      22,773,401      21,309,658
                                                                  -----------     -----------

Deferred income taxes .......................................          80,793          80,793
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                ESPEY MFG. & ELECTRONICS CORP.

                                        Balance Sheets

                               March 31, 1999 and June 30, 1998

                                          A S S E T S


                                                                    Unaudited
                                                                 March 31, 1999  June 30,1998
                                                                 --------------  ------------
<S>                                                               <C>             <C>        
PROPERTY, PLANT AND EQUIPMENT AT COST .......................      12,651,942      12,344,139

         Less: Accumulated depreciation and
               amortization .................................      (9,488,811)     (9,160,482)
                                                                  -----------     -----------

                           Net Property, Plant, and Equipment       3,163,131       3,183,657
                                                                  -----------     -----------

                           TOTAL ASSETS .....................     $26,017,325     $24,574,108
                                                                  ===========     ===========
</TABLE>
See accompanying notes to financial statements.

                                       - 1 -                         (Continued)
<PAGE>
<TABLE>
<CAPTION>
                                     ESPEY MFG. & ELECTRONICS CORP.

                                        Balance Sheets, Continued

                                    March 31, 1999 and June 30, 1998

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                           Unaudited
                                                                        March 31, 1999     June 30, 1998
                                                                        --------------     -------------
<S>                                                                      <C>                    <C>    
CURRENT LIABILITIES:

         Accounts payable ..........................................     $    605,675           207,886
         Accrued expenses:
            Salaries, wages and commissions ........................          701,402           583,058
            Employees' insurance costs .............................           55,304            37,472
            ESOP payable ...........................................          406,390              --
            Other ..................................................           22,128            12,204
            Payroll and other taxes ................................          336,553            43,360
            Dividends payable ......................................          110,246              --
                                                                         ------------      ------------

                           TOTAL CURRENT LIABILITIES ...............        2,237,698           883,980


STOCKHOLDERS' EQUITY:

         Common stock, par value .33-1/3 per
         share.  Authorized 2,250,000 shares;
         issued 1,514,937 shares March 31, 1999
         and June 30, 1998  ........................................          504,979           504,979

         Unrealized gain (loss) on available-for-sale
         securities, net of income tax .............................           (8,100)            7,260

         Capital in excess of par value ............................       10,496,287        10,496,287

         Retained earnings .........................................       22,911,288        22,671,840
                                                                         ------------      ------------
                                                                           33,904,454        33,680,366

         Less:  Common stock subscribed ............................       (3,351,974)       (3,351,974)

                    Cost of 413,629 shares on March
                    31, 1999 and  403,717 on June 30, 1998 of common
                    stock in treasury ..............................       (6,772,853)       (6,638,264)

                           TOTAL  STOCKHOLDERS' EQUITY .............       23,779,627        23,690,128
                                                                         ------------      ------------

                                    TOTAL ..........................     $ 26,017,325      $ 24,574,108
                                                                         ============      ============
</TABLE>
                 See accompanying notes to financial statements.

                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>
                                         ESPEY MFG. & ELECTRONICS CORP.

                                              STATEMENTS OF INCOME

                              Three and Nine Months Ended March 31, 1999 and 1998


                                                          Unaudited                         Unaudited
                                                         Three Months                      Nine Months
                                                 ---------------------------      ----------------------------
                                                     1999            1998             1999             1998
                                                 -----------     -----------      -----------      ----------- 
<S>                                              <C>             <C>              <C>              <C>        
Net Sales ..................................     $ 3,089,547     $ 2,240,347      $ 8,747,908      $ 8,293,629
Cost of sales ..............................       2,637,732       2,697,955        7,271,935        7,921,334
                                                 -----------     -----------      -----------      -----------

                  Gross profit (loss) ......         451,815        (457,608)       1,475,973          372,295

Selling, general and administrative expenses         421,456         468,375        1,370,974        1,476,201
                                                 -----------     -----------      -----------      -----------
                  Operating income (loss) ..          30,359        (925,983)         104,999       (1,103,906)
                                                 -----------     -----------      -----------      -----------
Other income
         Interest income ...................         107,339         137,595          399,400          427,892
         Sundry income .....................           4,025          11,603            4,295           13,192
                                                 -----------     -----------      -----------      -----------
                                                     111,364         149,198          403,695          441,084
                                                 -----------      -----------      -----------      -----------

Income(loss)before income taxes ............         141,723        (776,785)         508,694         (662,822)
                                                 -----------      -----------      -----------      -----------

Provision(benefit)for income taxes .........          42,000        (269,359)         159,000         (225,359)
                                                 -----------     -----------      -----------      -----------

                  Net income(loss) .........     $    99,723     ($  507,426)     $   349,694      ($  437,463)
                                                 -----------      -----------      -----------      -----------

Basic and dilutive income(loss)per share ...     $       .09     ($      .46)     $       .32      ($      .39)
                                                 -----------     -----------      -----------      -----------

Weighted average number of shares
outstanding ................................       1,102,296       1,111,220        1,105,157        1,111,220
                                                 ===========     ===========      ===========      ===========
</TABLE>
See accompanying notes to financial statements.

                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>
                                        ESPEY MFG. & ELECTRONICS CORP.
                                           Statements of Cash Flows
                                  Nine Months Ended March 31, 1999 and 1998

                                                                                         Unaudited
                                                                                          March 31
                                                                                   1999              1998
                                                                              ------------      ------------
<S>                                                                           <C>               <C>          
Cash Flows From Operating Activities:

         Net income (loss) ..............................................     $    349,694      $   (437,463)
Adjustments to reconcile net  income (loss) to net
cash provided by operating activities:

         Tax effect of dividends on unallocated ESOP shares .............             --              39,085
         Depreciation ...................................................          328,329           315,059
         Changes in assets and liabilities:
                  Increase in receivables, net ..........................         (557,369)         (504,216)
                  Increase in inventories ...............................       (2,715,358)         (350,407)
                  Increase in  other current assets .....................          (71,700)         (166,515)
                  Increase  in accounts payable .........................          397,789           103,155
                  Increase in accrued salaries, wages 
                           commissions ..................................          118,344           157,153
                  Increase (decrease) in accrued employee ...............    
                           insurance costs                                          17,832            (4,264)    
                  Increase  in other accrued expenses ...................            9,924             1,749 
                  Increase  in payroll and other                                      
                           taxes withheld and accrued ...................                                     
                  Decrease in income tax payable ........................          293,193            36,400  
                  Decrease in deferred income taxes .....................               --          (148,606) 
                  Increase  in accrued ESOP contributions ...............               --          (231,970) 
                                                                                   406,390           341,778  
                                                                              ------------      ------------  
                                            Net cash used in                                                  
                                            operating activities ........                                     
                                                                                (1,422,932)         (849,062) 
                                                                              ------------      ------------  
Cash Flows From Investing Activities:                                                                         
                                                                                                              
         Additions to property, plant  and  equipment ...................                                     
         Proceeds from maturity of investment securities ................         (307,803)         (270,570)  
         Purchases of investment securities .............................        7,000,000                --  
                                                                                (6,441,885)               --  
                                                                              ------------      ------------  
                                            Net cash provided by(used in)                                     
                                            investing activities ........                                     
                                                                                   250,312          (270,570) 
                                                                              ------------      ------------  
</TABLE>
<PAGE>                                    
<TABLE>                                                                      
<CAPTION>
                                        ESPEY MFG. & ELECTRONICS CORP.
                                           Statements of Cash Flows
                                  Nine Months Ended March 31, 1999 and 1998

                                                                                         Unaudited
                                                                                          March 31
                                                                                   1999              1998
                                                                              ------------      ------------
<S>                                                                           <C>               <C>          
Cash Flows From Financing Activities:

         Purchase of treasury stock .....................................         (134,589)             --
         Dividends on common stock ......................................             --            (777,854)
                                                                              ------------      ------------

                                            Net cash used in
                                            financing activities ........         (134,589)         (777,854)
                                                                              ------------      ------------

Decrease in cash and short-term investments .............................       (1,307,209)       (1,897,486)

Cash and short-term investments, beginning of period ....................        2,591,739        12,123,583
                                                                              ------------      ------------

Cash and short-term investments, end of period ..........................     $  1,284,530      $ 10,226,097
                                                                              ============      ============

Supplemental disclosure of cash flows information

Income Taxes Paid .......................................................     $    110,000      $    195,000
                                                                              ============      ============

Dividends payable .......................................................     $    110,246              --
                                                                              ============      ============
</TABLE>
 
See accompanying notes to financial statements.

                                      - 4 -
<PAGE>
                         ESPEY MFG. & ELECTRONICS CORP.

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

     1. In the  opinion  of  management  the  accompanying  unaudited  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 1998  Annual  Report to
        Stockholders and its 1998 Form 10-K.

     2. The income per share  computations  for the nine months  ended March 31,
        1999  and  1998  were  based  on   1,105,157   and   1,111,220   shares,
        respectively.  These  represent  the weighted  average  number of shares
        outstanding for each respective period.  Pursuant to the Company's Stock
        Rights  Plan  common  stock   purchase   rights  under  the  Plan  could
        potentially dilute earnings per common share in the future.

     3. Other  income  consists  principally  of  interest  on  Certificates  of
        Deposit,  Treasury Bills,  money market accounts and dividends on equity
        securities.

     4. 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.

     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.



                                      - 5 -

<PAGE>
         The  loan  from  the  Company  to  the  ESOP  is  repayable  in  annual
         installments of $1,039,605,  including interest, through June 30, 2004.
         Interest is payable at a rate of 9% per annum. The Company's receivable
         from  the  ESOP  is  recorded  as  common  stock   subscribed   in  the
         accompanying balance sheets.

         Each year, the Company will make  contributions to the ESOP, which will
         be used to make loan  interest and principal  payments.  With each loan
         and interest  payment,  a portion of the common stock will be allocated
         to  participating  employees.  As of March 31, 1999 there were  146,620
         shares allocated to participants.

     6.  The Company adopted the provisions of SFAS No. 131,  "Disclosures about
         Segments of an Enterprise and Related Information", as of July 1, 1998.
         The adoption of this accounting  standard had no material effect on the
         financial position or results of operations of the Company.

     7.  The Company  adopted  the  provisions  of SFAS No. 130,  "Comprehensive
         Income"  during the nine months  ended March 31, 1999.  This  statement
         establishes standards for reporting and display of comprehensive income
         and  its  components  in  a  full  set  of  general-purpose   financial
         statements.

         Total comprehensive income consists of:
<TABLE>
<CAPTION>

                                                Nine Months Ended              Three Months Ended
                                                    March 31,                       March 31,
                                               1999          1998            1999           1998
                                            ---------      ---------      ---------      ---------
<S>                                         <C>            <C>            <C>            <C>       
Net income (loss) .....................     $ 349,694      ($437,463)     $  99,723      ($507,426)
  Unrealized loss on available for sale
   securities .........................        (8,100)          --          (15,360)          --
                                            ---------      ---------      ---------      ---------
Total comprehensive income ............     $ 341,594      ($437,463)     $  84,363      ($507,426)
                                            =========      =========      =========      ========= 
</TABLE>


                                      - 6 -
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations
---------------------

Net sales for the nine months ended March 31, 1999,  were $8,747,908 as compared
to $8,293,629  for the same period in 1998. Net sales for the three months ended
March 31, 1999, were $3,089,547 as compared to $2,240,347 for the same period in
1998. The Company's increase in sales for the three and nine month periods ended
March 31,  1999,  as  compared  to March 31,  1998,  is a result of the  Company
beginning to realize the benefits of the continued  increase in the backlog that
has  occurred  over the last  several  quarters.  The  orders  taken in  earlier
quarters are being  completed  and shipped as expected.  Leading the increase in
sales is the increased  demand from foreign  customers,  and for spare parts and
commercial power supplies.

Net income for the nine months  ended March 31,  1999,  was $349,694 or $.32 per
share  compared  to a  net  loss  of  $437,463  or  ($.39)  per  share  for  the
corresponding  period ended March 31, 1998.  The net income  increase was due to
increased Net Sales,  favorable  product mix and an overall decrease in selling,
general and administrative expenses.

For the three and nine months ended March 31, 1999,  gross  profits were 451,815
and 1,475,973,  respectively. Gross profits were ($457,608) and $372,295 for the
three and nine months ended March 31, 1998, respectively.  The increase in gross
profit was  predominately  due to  increased  efficiency  in  manufacturing  and
engineering and favorable product mix.

Selling, general and administrative expenses were $1,370,974 for the nine months
ended March 31, 1999, a decrease of $105,227,  or 7.1%,  as compared to the nine
months ended March 31,  1998.  The  reduction is primarily  due to a decrease in
professional fees and employment related expenses.

Other  income  for the three and nine  months  ended  March 31,  1999,  remained
relatively  the same as compared  to the three and nine  months  ended March 31,
1998. The Company does not believe that there is any significant risk associated
with  its  investment  policy,  since  the  majority  of  it's  investments  are
represented by United States Government  Treasury  Securities,  preferred equity
securities, and a money market account.







                                      - 7 -
<PAGE>
Liquidity and Capital Resources
-------------------------------

As of March 31, 1999, the Company had working capital of $20.6 million  compared
to $20.1 million at March 31, 1998. 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>
                                                                   Nine Months Ended March 31,
                                                              ------------------------------------
                                                                 1999                      1998
                                                              ----------               -----------
<S>                                                           <C>                      <C>        
Net cash used in operating activities                         $1,422,932               $   849,062
Net cash provided by (used in) investing activities              250,312                  (270,570)
Net cash used in financing activities                            134,589                   777,854
</TABLE>

Net cash used in 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.  The  decrease  in cash  used  in  financing  activities  is due to the
suspension of the 1998 annual dividend by the Company's Board of Directors.  The
Board  reinstituted the payment of a quarterly dividend at the February Board of
Directors  Meeting.  A  quarterly  dividend  in the amount of $.10 per share was
declared  payable on April 1, 1999 to  shareholders  of record on March 1, 1999.
The Board of Directors will continue to evaluate the quarterly  dividend  policy
and declare dividends based on the Company's financial performance.

The Company believes that the cash generated from operations and when necessary,
from  cash and cash  equivalents,  will be  sufficient  to meets  its  long-term
funding  requirements.  For  the  first  nine  months  of  fiscal  1999  capital
expenditures were approximately $308,000.

Since the debt of the Company's  ESOP is not to an outside party the Company has
eliminated from the Statements of Income the offsetting items of interest income
and  interest  expense  relating to the ESOP.  The Company  has  eliminated  the
offsetting accruals from the Balance Sheets.

During the nine months  ended March 31,  1999,  the Company  repurchased  11,062
shares  of  its  common  stock  from  the  Company's   ESOP  and  other  private
transactions. Under existing authorizations,  as of March 31, 1999, funds in the
amount  of  $1,749,402  were  available  for the  continuing  repurchase  of the
Company's shares.



                                      - 8 -
<PAGE>
Business Outlook
----------------

The Company  continues to  diversify  its customer  base and product  line.  The
backlog at March 31, 1999,  was  approximately  $16,025,000,  an increase of 39%
over the prior  year.  The  Company  continues  to have  higher net sales  while
maintaining and replenishing the backlog.
Management expects this trend to continue.

Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of  Operations - Business  Outlook" of our 1998 Form 10-K,  and the  President's
message accompanying our 1998 Annual Report to Shareholders,  describe in detail
the  products of the Company and the type of  contracts  the Company  expects to
receive.

Accounting Pronouncements
-------------------------

In  June  1997,   Statement  of   Financial   Accounting   Standards   No.  130,
"Comprehensive  Income" was issued.  Statement No. 130 establishes standards for
reporting and display of  comprehensive  income and its components in a full set
of general  purpose  financial  statements.  Statement No. 130 requires that all
items  that  are  required  to  be  recognized  under  accounting  standards  as
components of comprehensive  income are to be reported in a financial  statement
that is displayed  in equal  prominence  with other  financial  statements.  The
Company  adopted  Statement  No.  130 as of  July  1,  1998.  See  note 7 to the
financial statements.

In June 1997, Statement of Financial Accounting Standards No. 131,  "Disclosures
about Segments of an Enterprise and Related Information " was issued.  Statement
No.  131  establishes  standards  for the way that a public  enterprise  reports
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim  financial reports issued to stockholders but not for interim periods in
the initial year of adoption.  Statement  No. 131 is effective  for fiscal years
beginning after December 15, 1997. The Company  believes that it operates as one
segment and  Statement  No. 131 did not have  material  effect on its  financial
statements.

Year 2000 Issues
----------------

The Company's Year 2000 team has the responsibility of identifying and resolving
significant  Year  2000  issues  in a timely  manner.  In  addition,  management
continues to monitor the status of the Company's Year 2000 remediation.


                                      - 9 -

<PAGE>
The process has included an assessment of issues and  development of remediation
plans,  where  necessary,  as they relate to internally used software,  computer
hardware  and  use  of  computer  applications  in the  Company's  manufacturing
processes  and  products.  In addition,  the Company is engaged in assessing the
Year 2000 issue with significant suppliers. The Company continues to communicate
with its  significant  suppliers and large  customers to determine the extent to
which the Company is  vulnerable  to those third  parties'  failure to remediate
their own Year 2000 issues.  To date no significant  issues have been identified
as  to  internally  used  software,   computer  hardware  and  use  of  computer
applications in the Company's manufacturing processes and products. In addition,
no  issues  have  been  identified  regarding  significant  suppliers  and large
customers.

Finally, with regard to products sold by the Company,  management has determined
that  contingencies  related  to the Year 2000  Issue  will not have a  material
adverse effect. Accordingly,  the Company has not established a contingency plan
and does not anticipate creating such a plan.

The Company is utilizing both internal and external  resources to reprogram,  or
replace and test,  the software it currently  uses for Year 2000  modifications.
The  Company  has   substantially   completed  its  Year  2000   assessment  and
remediation.  The total  project  costs to date  related to the  assessment  and
remediation of its Year 2000 issues are not material.

With  regard to its  internal  Year 2000  compliance  program,  the  Company has
completed  approximately  98%  of  its  review  and,  when  necessary,  100%  of
remediation.  With regard to its Year 2000  compliance  program  addressing  the
status of the  Company's  suppliers  and  customers,  the Company has  completed
approximately 95% of its review.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995.

It should be noted that certain  statements 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.  Any or all of the Company's
forward  looking  statements  may turn out to be wrong.  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

                                     - 10 -
<PAGE>
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.





                                     - 11 -
<PAGE>


                         ESPEY MFG. & ELECTRONICS CORP.


PART II:  Other Information

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

         None

Item 5.  Other Information
         -----------------

         None


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a) Exhibits

              EX-27 - Financial Data Schedule (for electronic filing only)

         (b) Reports on Form 8-K

              Form 8-K, filed February 22, 1999,  reporting under Items 5 and 7,
              announcing  an  amendment  to  certain  provisions  of the  Rights
              Agreement dated March 31, 1989 .



                                     - 12 -
<PAGE>




                               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.




         May 11, 1999                       /s/ Howard Pinsley
                                            ------------------
                                            Howard Pinsley, President and
                                            Chief Executive Officer


         May 11, 1999                       /s/David O'Neil
                                            ---------------
                                            David O'Neil, Controller
                                            and Assistant Treasurer




                                     - 13 -