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, 2001

                          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 15, 2001: 1,029,461.

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, 2001 and June 30, 2000                 1


                           Consolidated Statements of Income -
                           Three and Nine Months Ended
                           March 31, 2001 and 2000                          3


                           Consolidated Statements of Cash Flows -
                           Nine Months Ended March 31, 2001 and 2000        4


                           Notes to Consolidated Financial Statements       5

           Item 2     Management's Discussion and Analysis of
                      Financial Condition and Results of Operations.        8


PART II    OTHER INFORMATION                                                8

           SIGNATURES                                                       8





<PAGE>



                         ESPEY MFG. & ELECTRONICS CORP.

                           Consolidated Balance Sheets

                        March 31, 2001 and June 30, 2000
                      ------------------------------------
                                   A S S E T S

<TABLE>
<CAPTION>
                                                                                Unaudited
                                                                       2001                    2000
                                                                     March 31                June 30
                                                                   ------------            -----------
CURRENT ASSETS:
<S>                                                                <C>                     <C>
          Cash and cash equivalents                                $ 4,106,149             $ 2,367,191
          Investments securities                                       743,360                 650,000
          Trade accounts receivable net of
                  $3,000 allowance at March 31, 2001
                  and June 30, 2000                                  3,177,681               4,105,028
          Other receivables                                              1,046                  46,435
                                                                   -----------             -----------
                                    Total Receivables                3,178,727               4,151,463
                                                                   -----------             -----------
          Inventories:

                  Raw materials and supplies                           969,737                 822,814
                  Work-in-process                                    2,679,164               3,113,708
                  Costs relating to contracts in
                        process, net of advance payments of
                        $289,000 at March 31, 2001 and
                        $537,468 at June 30, 2000                   11,570,063              10,889,930
                                                                   -----------             -----------

                                    Total Inventories               15,218,964              14,826,452
                                                                   -----------             -----------

          Deferred Income Taxes                                        267,033                 299,709
          Prepaid expenses and other current assets                    198,683                 245,501
                                                                   -----------             -----------

                                    Total Current Assets            23,712,916              22,540,315
                                                                   -----------             -----------

          Deferred Income Taxes                                          6,516                   6,516

          Net Property, Plant and Equipment                          3,552,062               3,571,205
                                                                   -----------             -----------

                                    Total Assets                   $27,271,494             $26,118,037
                                                                   ===========             ===========
</TABLE>


See accompanying notes to the consolidated financial statements
                                                                     (Continued)


<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.

                     Consolidated Balance Sheets, Continued

                         March 31,2001 and June 30, 2000
                      ------------------------------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                    Unaudited
                                                                                                       2001               2000
                                                                                                     March 31            June 30
                                                                                                   ------------        -----------

CURRENT LIABILITIES:
<S>                                                                                                <C>                 <C>
          Accounts Payable                                                                         $    515,910        $    541,633
          Accrued expenses:
                  Salaries, wages and commissions                                                       160,920             244,865
                  Employees' insurance costs                                                            136,673              65,194
                  Vacation                                                                              322,624             280,494
                  ESOP payable                                                                          409,541                --
                  Dividends Payable 51,473                                                                 --
                  Payroll and other taxes withheld
                    and accrued                                                                          56,137              51,800
                  Income taxes payable                                                                  290,398             124,074
                  Other                                                                                  25,749              21,109
                                                                                                   ------------        ------------
                               Total Current Liabilities                                              1,969,425           1,329,169


STOCKHOLDERS' EQUITY:

          Common  stock,  par value .33-1/3  per share. Authorized 10,000,000
                  shares;  issued  1,514,937 shares on March 31, 2001 and June 30, 2000
                  Outstanding 1,029,461 and 1,033,631 on
                  March 31, 2001 and June 30, 2000, respectively                                        504,979             504,979

          Accumulated other comprehensive loss                                                          (46,537)           (107,221)

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

          Retained earnings                                                                          24,298,842          23,775,436
                                                                                                   ------------        ------------
                                                                                                     35,253,571          34,669,481

          Less:  Common stock subscribed                                                             (2,234,649)         (2,234,650)

                  Cost of 485,476 and 481,306 shares on
                  March 31, 2001 and June 30, 2000
                  respectively of common stock in treasury                                           (7,716,853)         (7,645,963)
                                                                                                   ------------        ------------
                               TOTAL STOCKHOLDERS' EQUITY                                            25,302,069          24,788,868
                                                                                                   ------------        ------------
                                        Total Liabilities And
                                        Stockholders' Equity                                       $ 27,271,494        $ 26,118,037
                                                                                                   ============        ============
</TABLE>

See accompanying notes to the consolidated financial statements

<PAGE>


                         ESPEY MFG. & ELECTRONICS CORP.

                        Consolidated Statements of Income

               Three and Nine Months Ended March 31, 2001 and 2000
             ------------------------------------------------------

<TABLE>
<CAPTION>
                                              Unaudited                               Unaudited
                                            Three Months                             Nine Months
                                       2001              2000                  2001               2000
                                   ------------------------------          -------------------------------
<S>                                <C>                <C>                  <C>                <C>
Net Sales                          $  4,615,138       $ 3,289,816          $ 12,967,365       $ 10,001,220
Cost of sales                         3,920,377         2,519,259            10,695,335          8,322,049
                                    -----------       -----------           -----------        -----------
         Gross profit                   694,761           770,557             2,272,030          1,679,171

Selling, General and
   Administrative Expenses              456,964           466,613             1,461,207          1,493,539
                                    -----------       -----------           -----------        -----------
         Operating income               237,797           303,944               810,823            185,632
                                    -----------       -----------           -----------        -----------

Other income

         Interest and
           Dividend Income               59,716            95,717               193,462            298,304
         Other income                     5,575             6,983                31,199             59,396
                                    -----------       -----------           -----------        -----------
                                         65,291           102,700               224,661            357,700
                                    -----------       -----------           -----------        -----------

Income before income taxes              303,088           406,644             1,035,484            543,332

Provision for income taxes               97,534           143,000               357,242            193,000
                                    -----------       -----------           -----------        -----------


                  Net Income        $   205,554       $   263,644           $   678,242        $   350,332
                                    ===========       ===========           ===========        ===========

Income per share:

Basic and diluted
   income per share                 $       .20       $       .25           $       .66        $       .33
                                    -----------       -----------           -----------        -----------

Weighted average number
   of shares outstanding
         Basic                        1,029,461         1,045,005             1,032,048          1,048,854
         Diluted                      1,032,445         1,045,005             1,034,469          1,048,854
                                    ===========       ===========           ===========        ===========
</TABLE>

See accompanying notes to the consolidated financial statements

<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.
                      Consolidated Statements of Cash Flows
                    Nine Months Ended March 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                                        Unaudited
                                                                                        March 31,
                                                                              2001                     2000
                                                                           -----------             -----------
Cash Flows From Operating Activities:
<S>                                                                        <C>                     <C>
       Net income                                                          $   678,242             $   350,332

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

       Depreciation                                                            469,121                 345,846
       (Gain)/loss on disposal of assets                                       (14,721)                   --
       Changes in assets and liabilities:
              Decrease in receivables                                          972,737               1,962,020
              Increase in inventories                                         (392,511)             (3,193,152)
              Decrease in prepaid expenses and
                  other current assets                                          46,818                  35,551
              (Decrease) Increase in accounts payable                          (25,725)                588,357
              (Decrease) in accrued salaries,
                  wages and commissions                                        (83,945)               (215,803)
              Increase in accrued employee insurance costs                      71,479                  11,941
              (Decrease) Increase in other accrued expenses                      4,640                 (20,512)
              Increase in vacation accrual                                      42,131                  40,409
              (Decrease) Increase in payroll & other
                  taxes withheld and accrued                                     4,337                 (76,143)
              Increase in income taxes payable                                 166,324                 101,610
              Increase in ESOP contributions                                   409,541                 403,238
                                                                           -----------             -----------

                             Net cash provided by
                             operating activities                            2,348,468                 333,694
                                                                           -----------             -----------
Cash Flows From Investing Activities:

       Proceeds from maturity of investment securities                            --                 2,915,161
       Additions to property, plant & equipment                               (450,007)               (679,008)
       Proceeds on sale of assets                                               14,750                    --
                                                                           -----------             -----------
                             Net cash (used in) provided
                             by investing activities                          (435,257)              2,236,153
                                                                           -----------             -----------
Cash Flows From Financing Activities:

       Dividends on common stock                                              (103,362)               (157,045)
       Purchase of treasury stock                                              (70,891)               (329,222)
                                                                           -----------             -----------
                             Net cash used in
                             financing activities                             (174,253)               (486,267)
                                                                           -----------             -----------
Increase in cash and cash equivalents                                        1,738,958               2,083,580

Cash and cash equivalents, beginning of period                               2,267,191               2,364,335
                                                                           -----------             -----------
Cash and cash equivalents, end of period                                   $ 4,106,149             $ 4,447,915
                                                                           -----------             -----------

Income Taxes Paid                                                          $   175,000             $    91,500
                                                                           ===========             ===========

Noncash Financing Activities
       Dividends Payable                                                   $    51,473             $      --
                                                                           ===========             ===========
</TABLE>

See accompanying notes to the consolidated financial statements

<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 2000 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.   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 March 31, 2001 there were 187,884 shares allocated to participants.


5.   Total comprehensive income consists of:


<TABLE>
<CAPTION>
                                                     Three Months Ended                Nine Months Ended
                                                          March 31,                        March 31,
                                                        2001          2000              2001          2000
                                                    --------      --------            ------        ------
<S>                                                 <C>            <C>               <C>           <C>
Net income                                          $205,554       263,644           678,242       350,332

Accumulated other comprehensive income:

Unrealized gain (loss) on
available for sale securities                         26,884        (9,600)           60,684       (71,045)
                                                    --------      --------         ---------      --------

Total comprehensive income                          $232,438       254,044           738,926       279,287
                                                    ========      ========         =========      ========
</TABLE>

6.   New Accounting Standards

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities," (SFAS 133),
     SFAS 133 establishes a new model for accounting for derivatives and hedging
     activities.  This  statement  is effective  for all Fiscal  quarters of all
     fiscal years after June 15, 2000. The Company has adopted the provisions of
     this  standard  which  did not have an impact  on the  Company's  financial
     statements.

     In December 1999, the SEC issued Staff Bulletin No. 101 (SAB 101), "Revenue
     Recognition in Financial  Statements."  SAB 101  summarizes  certain of the
     SEC's views in applying generally accepted accounting principles to revenue
     recognition in the financial  statements.  The Company is required to adopt
     SAB 101 in the quarter ended June 30, 2001.  Management does not expect the
     adoption of SAB 101 to have a material  effect on the  Company's  financial
     condition or results of operations.


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, 2001 were  $12,967,365 as compared
to $10,001,220 for the same period in 2000. Net sales for the three months ended
March 31, 2001 were  $4,615,138 as compared to $3,289,816 for the same period in
2000. The Company's increase in sales for the three and nine month periods ended
March 31, 2001 as compared to March 31, 2000 is largely due to  increased  radar
transmitter component sales.  Successful marketing efforts with new and existing
customers have lead the Company to recognize  higher net sales as backlog orders
are completed and shipped.

<PAGE>

Net income for the nine months  ended  March 31,  2001 was  $678,242 or $.66 per
share compared to $350,332 or $.33 per share for the corresponding  period ended
March 31, 2000.

The primary  reason for the change in gross  profit and net income for the three
and nine month  periods  ended  March 31,  2001 was  increased  sales  offset by
changes in contract mix and energy costs. The current  contracts the Company has
for radar transmitter components have improved gross profit. The Company is also
presently  investing in several new programs and products.  These  expenditures,
which have a negative  impact on current  operations,  in managements  estimate,
should  improve  the  operating  results of the Company  when future  production
orders are received. In addition,  energy costs have had a significant impact on
gross profit and net income.  The gas and  electric  expense for the nine months
ended March 31, 2001 was  approximately  $94,000 higher than the expense for the
prior year nine month period ended March 31, 2000.  These higher  expenses  have
continued  into April of 2001 as  Management  continues  to monitor  the gas and
electric market looking for opportunities to lock-in energy prices at the lowest
possible price. Management has also implemented energy saving policies to reduce
consumption at its  production  facility.  Management  continues to evaluate the
Company's  workforce  to ensure that  production  and overall  execution  of the
backlog orders and additional  anticipated  orders are  successfully  performed.
Employment at March 31, 2001 stands at 202 people.

The  backlog at March 31,  2001 was  approximately  $25,355,000,  a decrease  of
approximately $6 million from the prior year. Management continues to market the
engineering capabilities and products of the Company. New orders for the quarter
totaled approximately $4.2 million.

Selling, general and administrative expenses were $1,461,207 for the nine months
ended March 31,  2001, a decrease of $32,332,  or 2.2%,  as compared to the nine
months ended March 31, 2000. The decrease is primarily due to decreased  selling
expenses.

Other  income for the three and nine months  ended March 31, 2001  decreased  as
compared to the three and nine months ended March 31, 2000 due to lower interest
income for both periods associated with lower investment  balances.  The Company
does not  believe  there is  significant  risk  associated  with its  investment
policy,  since a  majority  of the  investments  are  United  States  Government
Treasury Securities, preferred equity securities, and a money market account.

Liquidity and Capital Resources

As of March 31, 2001, the Company had working capital of $21.7 million  compared
to $20.3 million at March 31, 2000. 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,
                                                       ---------------------------------
                                                          2001                  2000
                                                       -----------          ------------
<S>                                                    <C>                   <C>
Net cash provided by operating activities              $ 2,348,468              333,694
Net cash (used in) provided by investing activities       (435,257)           2,236,153
Net cash used in financing activities                     (174,253)            (486,267)
</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.  The  decrease in net cash  provided  by (used in)  investing
activities  is due to the maturity of investment  securities  with no offsetting
purchase of new  investments in the prior year. The decrease in net cash used in
financing activities is due to decreased treasury stock purchases.

<PAGE>

The Company currently  believes that the cash generated from operations and when
necessary,  from  cash  and cash  equivalents,  will be  sufficient  to meet its
long-term funding requirements.  Management if necessary,  has at its disposal a
$3,000,000 line of credit to help fund further growth. For the first nine months
of fiscal 2001 capital expenditures were approximately $450,000.

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.

During the nine  months  ended  March 31,  2001 and March 31,  2000 the  Company
repurchased 4,170, and 25,027 shares respectively,  of its common stock from the
Company's  ESOP and through  other  public  transactions.  As of March 31, 2001,
under  existing  Board  authorization,  $854,859 could be utilized to repurchase
shares of company 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.


<PAGE>


                         ESPEY MFG. & ELECTRONICS CORP.

                    PART II: Other Information and Signatures

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

          None



                               S I G N A T U R E S

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

                                          ESPEY MFG. & ELECTRONICS CORP.



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

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

 May 15, 2001
---------------
     Date