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 March 31, 2000

                          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 May 10, 2000: 1,033,631.

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 -
                           March 31, 2000 and June 30, 1999                 1


                           Consolidated Statements of Income -
                           Three and Nine Months Ended
                           March 31, 2000 and 1999                          3


                           Consolidated Statements of Cash Flows -
                           Nine Months Ended March 31, 2000 and 1999        4


                           Notes to Consolidated Financial Statements       5

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


PART II    OTHER INFORMATION                                                10

           SIGNATURES                                                       11

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

                           Consolidated Balance Sheets

                        March 31, 2000 and June 30, 1999
                      ------------------------------------
                                   A S S E T S

                                                                          Unaudited
                                                                            2000              1999
                                                                           March 31         June 30
                                                                        ------------      -----------
<S>                                                                      <C>              <C>
CURRENT ASSETS:

           Cash and cash equivalents                                     $ 4,447,915      $ 2,364,335

           Investments securities                                            648,000        3,674,169

           Trade accounts receivable net of
                $3,000 allowance at March 31, 2000
                and June 30, 1999                                          2,478,796        4,440,177
           Other receivables                                                  10,302           10,941
                                                                         -----------      -----------
                                 Total Receivables                         2,489,098        4,451,118
                                                                         -----------      -----------
           Inventories:

                Raw materials and supplies                                   811,634          546,007
                Work-in-process                                            3,186,415        2,639,330
                Costs relating to contracts in
                    process, net of advance payments of
                    $818,300 at March 31, 2000 and $0 at
                    June 30, 1999                                         10,237,047        7,856,607
                                                                         -----------      -----------

                                 Total Inventories                        14,235,096       11,041,944
                                                                         -----------      -----------

           Deferred income taxes                                             367,460          327,497
           Prepaid expenses and other current assets                         196,500          232,051
                                                                         -----------      -----------

                                 Total Current Assets                     22,384,069       22,091,114
                                                                         -----------      -----------

           Deferred Income Taxes                                              42,367           42,367

           Net Property, Plant and Equipment                               3,594,390        3,261,231
                                                                         -----------      -----------

                                 Total Assets                            $26,020,826      $25,394,712
                                                                         ===========      ===========
</TABLE>

See accompanying notes to the financial statements
                                                                     (Continued)
                                        1
<PAGE>
<TABLE>
<CAPTION>
                         ESPEY MFG. & ELECTRONICS CORP.

                     Consolidated Balance Sheets, Continued

                         March 31,2000 and June 30, 1999

                      ------------------------------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                              Unaudited
                                                                                 2000             1999
                                                                                March 31         June 30
                                                                             ------------      -----------
<S>                                                                        <C>               <C>
CURRENT LIABILITIES:

         Accounts Payable                                                  $   873,638       $   285,281
         Accrued expenses:
             Salaries, wages and commissions                                   282,892           498,695
             Employees' insurance costs                                         70,480            58,539
             Vacation                                                          251,571           211,162
             ESOP payable                                                      403,238                --
             Payroll and other taxes withheld
               and accrued                                                      53,245           116,211
             Income taxes payable                                              164,597            62,987
             Other                                                               7,563            41,251
                                                                          ------------       -----------
                          Total Current Liabilities                          2,107,224         1,274,126
</TABLE>
<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>
STOCKHOLDERS' EQUITY:

         Common  stock,  par value  .33-1/3  per  share.  Authorized
         10,000,000 shares;  issued  1,514,937  shares on March 31, 2000
         and June 30, 1999. Outstanding  1,038,631  and  1,063,658  on
         March 31,  2000 and June 30, 1999, respectively                       504,979           504,979

         Accumulated other comprehensive income, net of income
         tax benefit of $61,780 and $25,557 at March 31, 2000
         and June 30,1999, respectively                                       (109,221)          (38,175)

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

         Retained earnings                                                  23,386,582        23,193,297
                                                                         -------------      ------------
                                                                            34,278,627        34,156,388

         Less:  Common stock subscribed                                     (2,793,312)       (2,793,312)

             Cost of 476,306 and  451,279  shares on March 31, 2000 and
             June 30, 1999 respectively of common stock in treasury         (7,571,713)       (7,242,490)
                                                                          ------------      ------------
                          TOTAL STOCKHOLDERS' EQUITY                        23,913,602        24,120,586
                                                                          ------------      ------------
                                     Total Liabilities And
                                     Stockholders' Equity                 $ 26,020,826      $ 25,394,712
                                                                          ============      ============
</TABLE>
See accompanying notes to the financial statements

                                       2

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

                        Consolidated Statements of Income

               Three and Nine Months Ended March 31, 2000 and 1999
             ------------------------------------------------------



                                                   Unaudited                          Unaudited
                                                 Three Months                        Nine Months
                                             2000             1999              2000            1999
                                      ------------------------------------------------------------------
<S>                                     <C>               <C>               <C>              <C>
Net Sales                               $  3,289,816      $ 3,089,547       $ 10,001,220     $ 8,747,908

Cost of sales                              2,519,259        2,637,732          8,322,049       7,271,935
                                         -----------      -----------        -----------     -----------

         Gross profit                        770,557          451,815          1,679,171       1,475,973

Selling, General and Administrative
  Expenses                                   466,613          421,456          1,493,540       1,370,974
                                         -----------      -----------        -----------     -----------
         Operating income                    303,944           30,359            185,631         104,999
                                         -----------      -----------        -----------     -----------

Other income

         Interest and Dividend Income         95,717          107,339            298,305         399,400
         Other income                          6,983            4,025             59,396           4,295
                                         -----------      -----------        -----------     -----------
                                             102,700          111,364            357,701         403,695
                                         -----------      -----------        -----------     -----------

Income before income taxes                   406,644          141,723            543,332         508,694

Provision for income taxes                   143,000           42,000            193,000         159,000
                                         -----------      -----------        -----------     -----------


                  Net Income             $   263,644      $    99,723        $   350,332     $   349,694
                                         ===========      ===========        ===========     ===========

Income per share:

Basic and dilutive income per share      $       .25      $       .09        $       .33     $       .32
                                         -----------      -----------        -----------     -----------

Weighted average number of shares
  outstanding                              1,045,005        1,102,296          1,048,854       1,105,157
                                         ===========      ===========        ===========     ===========
</TABLE>

See accompanying notes to the financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>
                         ESPEY MFG. & ELECTRONICS CORP.
                      Consolidated Statements of Cash Flows

                    Nine Months Ended March 31, 2000 and 1999

                                    Unaudited
                                                                                   March 31,
                                                                             2000                1999
                                                                         -----------         -----------
<S>                                                                      <C>                 <C>
Cash Flows From Operating Activities:

       Net income                                                        $   350,332         $   349,694

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

       Depreciation                                                          345,846             328,329
       Changes in assets and liabilities:
              Decrease (increase) in receivables                           1,962,020            (557,369)
              Increase in inventories                                     (3,193,152)         (2,715,358)
              Decrease (increase) in prepaid expenses
                    and other current assets                                  35,551             (71,700)
              Increase in accounts payable                                   588,357             397,789
              (Decrease) increase in accrued salaries,
                    wages and commissions                                   (215,803)            118,344
              Increase in accrued employee insurance costs                    11,941              17,832
              (Decrease) increase in other accrued expenses                  (33,689)              9,924
              Increase in vacation accrual                                    40,409                   -
              (Decrease)increase in payroll & other
                    taxes withheld and accrued                               (62,966)            293,193
              Increase in income taxes payable                               101,610                   -
              Increase in ESOP contributions                                 403,238             406,390
                                                                         -----------         -----------

                               Net cash provided by (used in)
                               operating activities                          333,694          (1,422,932)
                                                                         -----------         -----------
Cash Flows From Investing Activities:

       Proceeds from maturity of investment securities                     2,915,161           7,000,000
       Purchases of investment securities                                         --          (6,441,885)
       Additions to property, plant & equipment                             (679,008)           (307,803)
                                                                         -----------         -----------
                               Net cash provided by
                               investing activities                        2,236,153             250,312
                                                                         -----------         -----------
Cash Flows From Financing Activities:

       Dividends on common stock                                            (157,045)                  -
       Purchase of treasury stock                                           (329,222)           (134,589)
                                                                         -----------         -----------
                               Net cash used in
                               financing activities                         (486,267)           (134,589)
                                                                         -----------         -----------
Increase (decrease) in cash and cash equivalents                           2,083,580          (1,307,209)

Cash and cash equivalents, beginning of period                             2,364,335           2,591,739
                                                                         -----------         -----------
Cash and cash equivalents, end of period                                 $ 4,447,915         $ 1,284,530
                                                                         -----------         -----------

Income Taxes Paid                                                        $    91,500         $   110,000
                                                                         ===========         ===========
</TABLE>
See accompanying notes to the financial statements

                                       4
<PAGE>
                         ESPEY MFG. & ELECTRONICS CORP.

                          Notes to 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 1999 Form
         10-K.

2.       The earnings per share computations for the nine months ended March 31,
         2000 were based on 1,048,854  shares and on 1,105,157  shares for March
         31, 1999. These represent the average number of shares  outstanding for
         each respective period.

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.

         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, 2000 there were  171,125
         shares allocated to participants.

6.       Total comprehensive income consists of:

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                                   Three Months Ended              Nine Months Ended
                                                        March 31,                       March 31,
                                                   2000          1999           2000             1999
                                                 --------       --------       ------           ------
<S>                                               <C>            <C>           <C>             <C>
Net income                                        $263,644       99,723        350,332         349,694

Accumulated other comprehensive income:

Unrealized loss on
available for sale securities                       (9,600)     (15,360)       (71,045)         (8,100)
                                                   --------     --------      ---------        --------

Total comprehensive income                        $254,004       84,363        279,287         341,594
                                                   ========     ========      =========        ========
</TABLE>


7.       Stock Options

         On  October  29,  1999,  the Board of  Directors  approved,  subject to
         shareholder approval,  the 2000 Stock Option Plan (the Plan). Under the
         Plan and related  incentive  stock option  agreements,  options will be
         granted  to  purchase  shares of common  stock of the  Company  with an
         exercise  price not less than the fair value of a share of such  common
         stock at the date of the grant and vest over a period not to exceed ten
         years  as  will  be  determined  by the  Option  Committee  which  will
         administer  the Plan.  Non-Qualified  stock  options  will be issued in
         accordance with the Plan.  Shareholders approved the Plan at the Annual
         Meeting on January 4, 2000.

         The  Company  applies  Accounting  Principles  Board  Opinion  No.  25,
         "Accounting for Stock Issued to Employees," in accounting for the Plan.
         To determine the necessary pro forma disclosure information the Company
         utilizes   Statement  of  Financial   Accounting   Standards   No.  123
         "Accounting for  Stock-Based  Compensation".  On March 1, 2000,  11,500
         stock options were granted under the plan.  All options were granted at
         fair market value.  The options  granted did not create any  difference
         between basic and diluted earnings per share.

                                       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, 2000 were  $10,001,220 as compared
to $8,747,908  for the same period in 1999. Net sales for the three months ended
March 31, 2000 were  $3,289,816 as compared to $3,089,547 for the same period in
1999. The Company's increase in sales for the three and nine month periods ended
March  31,  2000 as  compared  to March 31,  1999 is  largely  due to  increased
industrial  power supply and radar test equipment  sales.  Successful  marketing
efforts  with new and  existing  customers  have lead the  Company to  recognize
higher net sales levels as backlog orders are completed and shipped.

Net income for the nine months  ended  March 31,  2000 was  $350,332 or $.33 per
share compared to $349,694 or $.32 per share for the corresponding  period ended
March 31, 1999.

During the first nine months of fiscal  2000 gross  profits as a  percentage  of
sales remained constant as compared with the first nine months of fiscal 1999.

The primary  reason for the  increase in gross profit and net income was product
mix.  Higher  employee  related  expenses  and an overall  increase  in selling,
general and  administrative  expenses  somewhat  offset the  increases  in gross
profit and net income. Management has expanded the Company's workforce to ensure
that  production  and overall  execution of the large increase in backlog orders
and additional anticipated orders are successfully performed. Present employment
has reached 235 people.

The  backlog at March 31,  2000 was  approximately  $31,300,000,  an increase of
approximately $15 million over the prior year. The Company continues to increase
the backlog while  increasing  current sales levels.  New orders for the quarter
totaled approximately $5,989,000.

Selling, general and administrative expenses were $1,493,450 for the nine months
ended March 31, 2000, an increase of $122,566,  or 8.9%, as compared to the nine
months  ended March 31, 1999.  The  increase is primarily  due to an increase in
selling  expenses  offset  partially by a decrease in  professional  fees.  This
increase was  expected as the Company  added  employees to manage the  continued
growth in sales and order backlog.

Other  income  for the three and nine  months  ended  March  31,  2000  remained
relatively  the same as compared  to the three and nine  months  ended March 31,
1999. The Company does not believe there is any significant risk associated with
its investment  policy,  since a majority of the  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, 2000, the Company had working capital of $20.3 million  compared
to $20.5 million at March 31, 1999. 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:

                                                    Nine Months Ended March 31,
                                                   -----------------------------
                                                         2000            1999
                                                       --------        --------

Net cash provided by (used in) operating activities  $   333,694     (1,422,932)
Net cash provided by investing activities              2,236,153        250,312
Net cash used in financing activities                   (486,267)      (134,589)

Net cash provided by (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  increase in net cash  provided  by (used in)  investing
activities  is due to the maturity of investment  securities  with no offsetting
purchase  of new  investments.  The  increase  in net  cash  used  in  financing
activities is due to the quarterly dividend payment and increased 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.  On April 26, 2000,  management  established a
$3,000,000 line of credit to help fund further growth. For the first nine months
of fiscal 2000 capital expenditures were approximately $679,000.

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  expense  relating  to  ESOP.  The  Company  has
eliminated the offsetting accruals from the Consolidated Balance Sheets.

During the nine  months  ended March 31,  2000 the  Company  repurchased  25,027
shares of its common  stock from the  Company's  ESOP and through  other  public
transactions.  As of March 31, 2000,  Management  was authorized by the Board of
Directors to repurchase  $1,000,000 in Company stock. On May 4, 2000, under this
authorization, management repurchased 5,000 shares of company stock.

Year 2000 Issues

The  Company's  information   technology  systems  successfully   completed  the
transition  into the year 2000.  The  beginning  of the new year  resulted in no
adverse or negative  impact on  operations.  The Company  believes that the risk
associated with the year 2000 problem has been  identified and  eliminated.  The
Company will continue to evaluate the 2000 readiness of its business systems and
significant  vendors to ensure a complete  transition through the year 2000. The
estimated total cost of the year 2000  assessment and remediation  plan has been
less than $25,000.

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.

                                       8
<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 January 4, 2000.

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 C  directors.  The votes  were cast as
                follows:

                Nominee:                                      Shares Voted For:
                --------                                      -----------------
                Paul Corr                                          866,771
                Barry Pinsley                                      864,951
                Michael W. Wool                                    866,571

                Ratification  of  PricewaterhouseCoopers   LLP,  as  independent
                auditors for the Corporation for the fiscal year ending June 30,
                2000. The votes were cast as follows:

                Shares IN FAVOR                                    947,150
                Shares AGAINST                                      15,790
                ABSTENTIONS                                         21,511

                Proposal  to increase  the  authorized  shares of the  Company's
                common stock from 2,500,000 to  10,000,000.  The votes were cast
                as follows:

                Shares IN FAVOR                                    764,994
                Shares AGAINST                                     215,603
                ABSTENTIONS                                          3,855

                Proposal to approve the  Company's  2000 Stock Option Plan.  The
                votes were cast as follows:

                Shares IN FAVOR                                    559,270
                Shares AGAINST                                     212,570
                ABSTENTIONS                                         12,257

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
                None

                                        9
<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.



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

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

 May 10, 2000
---------------
     Date
                                       10