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, 2003

                          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 5, 2003: 1,020,043.

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, 2003 and June 30, 2002                 1


                           Consolidated Statements of Income -
                           Three and Nine Months Ended
                           March 31, 2003 and 2002                          3


                           Consolidated Statements of Cash Flows -
                           Nine Months Ended March 31, 2003 and 2002        4


                           Notes to Consolidated Financial Statements       5


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


           Item 4     Controls and Procedures                               8



PART II    OTHER INFORMATION                                                9

           SIGNATURES                                                       9



<PAGE>




                         ESPEY MFG. & ELECTRONICS CORP.

                           Consolidated Balance Sheets

                        March 31, 2003 and June 30, 2002
                      ------------------------------------
                                   A S S E T S
<TABLE>
<CAPTION>

                                                                              Unaudited
                                                                                2003             2002
                                                                              March 31          June 30
                                                                            ------------      -----------

CURRENT ASSETS:

          <S>                                                               <C>               <C>
          Cash and cash equivalents                                         $ 9,068,096       $ 9,192,962
          Investment securities                                                       -           368,000
          Trade accounts receivable, net                                      5,262,417         2,409,706
          Other receivables                                                       3,719            13,413
                                                                            -----------       -----------
                                    Total Receivables                         5,266,136         2,423,119
                                                                            -----------       -----------
          Inventories:

                  Raw materials and supplies                                  1,561,529         1,424,278
                  Work-in-process                                             2,662,125         4,298,988
                  Costs relating to contracts in
                        process, net of advance payments of
                        $2,754,528 at March 31, 2003 and
                        $2,194,269 at June 30, 2002                           7,192,896         7,017,529
                                                                            -----------       -----------

                                    Total Inventories                        11,416,550        12,740,795
                                                                            -----------       -----------

          Deferred income taxes                                                  63,849            85,773
          Prepaid expenses and other current assets                             169,663           198,061
                                                                            -----------       -----------

                                    Total Current Assets                     25,984,294        25,008,710
                                                                            -----------       -----------

          Net property, plant and equipment                                   3,341,554         3,324,252
                                                                            -----------       -----------

                                    Total Assets                            $29,325,848       $28,332,962
                                                                            ===========       ===========

</TABLE>


See accompanying notes to the consolidated financial statements
                                                                     (Continued)

                                       1
<PAGE>



                         ESPEY MFG. & ELECTRONICS CORP.

                     Consolidated Balance Sheets, Continued

                        March 31, 2003 and June 30, 2002
                      ------------------------------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                              Unaudited
                                                                                   2003              2002
                                                                               March 31           June 30
                                                                           ------------       -----------

CURRENT LIABILITIES:

          <S>                                                                <C>               <C>
          Accounts payable                                                   $  912,936        $  497,454
          Accrued expenses:
              Salaries, wages and commissions                                    86,062            86,881
              Employees' insurance costs                                          5,241             6,887
              Vacation                                                          434,669           398,898
              ESOP payable                                                      409,542                 -
              Other                                                              41,785            41,410
          Payroll and other taxes withheld and accrued                           44,846            37,943
          Income taxes payable                                                  243,899            88,966
          Deferred income taxes                                                 120,081           120,081
                                                                           ------------       -----------
                               Total Current Liabilities                      2,299,061         1,278,520




STOCKHOLDERS' EQUITY:

          Common stock, par value .33-1/3 per share.
             Authorized 10,000,000 shares; issued 1,514,937
             shares on March 31, 2003 and June 30, 2002.
             Outstanding 1,020,043 and 1,034,561 on
             March 31, 2003 and June 30, 2002, respectively                     504,979           504,979

          Accumulated other comprehensive loss                                        -           (29,079)

          Capital in excess of par value                                     10,459,279        10,465,878

          Retained earnings                                                  25,083,061        24,848,858
                                                                           ------------       -----------


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

                  Cost of 494,894 and 480,376 shares on
                  March 31, 2003 and June 30, 2002
                  respectively of common stock in treasury                   (7,903,207)       (7,618,869)
                                                                           ------------       -----------
                               Total Stockholders' Equity                    27,026,787        27,054,442
                                                                           ------------       -----------
                                        Total Liabilities And
                                        Stockholders' Equity                $29,325,848       $28,332,962
                                                                           ============       ===========

</TABLE>

                                       2


See accompanying notes to the consolidated financial statements


<PAGE>




                         ESPEY MFG. & ELECTRONICS CORP.

                        Consolidated Statements of Income

               Three and Nine Months Ended March 31, 2003 and 2002
             ------------------------------------------------------

<TABLE>
<CAPTION>


                                              Unaudited                               Unaudited
                                            Three Months                             Nine Months
                                       2003              2002                  2003               2002
                                    -----------------------------          -------------------------------

<S>                                 <C>               <C>                  <C>                <C>
Net sales                           $ 5,707,503       $ 4,616,587          $ 15,573,319       $ 14,401,620
Cost of sales                         4,484,397         3,916,571            13,636,246         12,500,450
                                    -----------       -----------           -----------        -----------
         Gross profit                 1,223,106           700,016             1,937,073          1,901,170

Selling, general and
   administrative expenses              479,353           408,350             1,446,007          1,329,484
                                    -----------       -----------           -----------        -----------
         Operating income               743,753           291,666               491,066            571,686
                                    -----------       -----------           -----------        -----------

Other income

         Interest and
           dividend income               29,639            38,179               113,006            153,385
         Other                           (5,944)          (26,061)               15,658            (13,167)
                                    -----------       -----------           -----------        -----------
                                         23,695            12,118               128,664            140,218
                                    -----------       -----------           -----------        -----------

Income before income taxes              767,448           303,784               619,730            711,904

Provision for income taxes              191,862            91,140               154,933            213,571
                                    -----------       -----------           -----------        -----------


                  Net Income        $   575,586       $   212,644           $   464,797        $   498,333
                                    ===========       ===========           ===========        ===========

Income per share:

Basic and diluted
   income per share                 $       .56       $       .20           $       .45        $       .48
                                    -----------       -----------           -----------        -----------

Weighted average number
   of shares outstanding
         Basic                        1,020,032         1,029,850             1,026,945          1,029,589
         Diluted                      1,022,742         1,034,961             1,029,706          1,034,083
                                    ===========       ===========           ===========        ===========

</TABLE>


See accompanying notes to the consolidated financial statements


                                       3


<PAGE>


                         ESPEY MFG. & ELECTRONICS CORP.
                      Consolidated Statements of Cash Flows
                    Nine Months Ended March 31, 2003 and 2002

<TABLE>
<CAPTION>

                                                                                     Unaudited
                                                                                     March 31,
                                                                              2003              2002
                                                                          -----------         -----------
Cash Flows From Operating Activities:

       <S>                                                                <C>                 <C>
       Net income                                                         $   464,797         $   498,333

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

       Depreciation                                                           372,722             392,422
       Loss on disposal of assets                                                   -              27,082
       Loss on sale of investment securities                                   15,817                   -
       Deferred income tax benefit                                                  -                 872
       Changes in assets and liabilities:
              (Increase)Decrease in receivables                            (2,843,018)            140,292
              Decrease in inventories                                       1,324,246           2,728,387
              Decrease (Increase) in prepaid expenses
                  and other current assets                                     28,398             (95,138)
              Increase in accounts payable                                    415,482             227,803
              Decrease in accrued salaries, wages
                  and commissions                                                (819)            (39,777)
              Decrease in accrued employee
                  insurance costs                                              (1,646)            (55,432)
              Increase (Decrease) in other accrued expenses                       375              (3,689)
              Increase in vacation accrual                                     35,771               3,329
              Increase (Decrease) in payroll & other
                  taxes withheld and accrued                                    6,903              (8,974)
              Increase in income taxes payable                                154,933             171,334
              Increase in ESOP contributions                                  409,541             404,814
                                                                          -----------         -----------
                             Net cash provided by
                             operating activities                             383,502           4,391,658
                                                                          -----------         -----------
Cash Flows From Investing Activities:

       Proceeds from sale of investment securities                            403,188             399,128
       Additions to property, plant & equipment                              (390,024)           (330,975)
       Proceeds on sale of assets, net                                              -              11,950
                                                                          -----------         -----------
                             Net cash provided by
                             investing activities                              13,164              80,103
                                                                          -----------         -----------
Cash Flows From Financing Activities:

       Dividends on common stock                                             (230,594)           (230,888)
       Purchase of treasury stock                                            (304,188)                  -
       Proceeds from exercise of stock options                                 13,250              33,126
                                                                          -----------         -----------
                             Net cash used in
                             financing activities                            (521,532)           (197,762)
                                                                          -----------         -----------
(Decrease) Increase in cash and cash equivalents                             (124,866)          4,273,999
Cash and cash equivalents, beginning of period                              9,192,962           5,200,735
                                                                          -----------         -----------
Cash and cash equivalents, end of period                                    9,068,096           9,474,734
                                                                          -----------         -----------
Income Taxes Paid                                                         $         -         $    42,238
                                                                          ===========         ===========
Noncash Financing Activities
       Dividends Payable                                                  $         -         $    77,209
                                                                          ===========         ===========

</TABLE>

See accompanying notes to the consolidated financial statements

                                       4


<PAGE>



                         ESPEY MFG. & ELECTRONICS CORP.

                   Notes to Consolidated Financial Statements

                               -------------------

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

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

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

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

5.   In fiscal 1989 the Company established an Employee Stock Ownership Plan
     (ESOP) for eligible non-union employees. The ESOP used the proceeds of a
     loan from the Company to purchase 316,224 shares of the Company's common
     stock for approximately $8.4 million and the Company contributed
     approximately $400,000 to the ESOP, which was used by the ESOP to purchase
     an additional 15,000 shares of the Company's common stock.

     As   of March 31, 2003 there were 209,550 shares allocated to participants.


6.   Total comprehensive income consists of:

<TABLE>
<CAPTION>

                                                     Three Months Ended                Nine Months Ended
                                                          March 31,                        March 31,
                                                        2003          2002              2003          2002
                                                    --------      --------            ------        ------

<S>                                                 <C>           <C>               <C>           <C>
Net income                                          $575,586      $212,644          $464,797      $498,333

Accumulated other comprehensive income:

Unrealized gain (loss) on
available for sale securities                              -       (11,440)                -         9,360
                                                    --------      --------         ---------      --------

Total comprehensive income                          $575,586      $201,204          $464,797      $507,693
                                                    ========      ========         =========      ========

</TABLE>
7.   In December 2002, the FASB issued Statement of Financial Accounting
     Standards No. 148 (FAS 148) "Accounting for Stock-Based Compensation -
     Transition and Disclosure." FAS 148 amends SFAS No. 123, "Accounting for
     Stock-Based Compensation." The Company has elected to apply Accounting
     Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees,"
     in accounting for the Plan. Under APB 25, the Company uses the intrinsic
     value method of accounting for stock options. The initial impact of FAS 148
     on pro forma earnings per share may not be representative of the effect on
     income in future years because options vest over several years and
     additional option grants may be made each year.


     The following table illustrates the effect on net income and earnings per
     share if the Company had applied the fair value recognition provisions of
     FASB Statement No. 123, "Accounting for Stock-Based Compensation," to
     stock-based employee compensation.


                                   3 Months Ended            9 Months Ended
                                      March 31                   March 31
                                2003          2002         2003          2002
                             -----------------------      ----------------------

Net income as reported       $  575,586   $  212,644   $  464,797   $   498,333

Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related  tax effects             (9,176)      (8,479)     (27,216)      (24,893)
                             ----------   ----------   ----------   -----------
Pro forma net income         $  566,410   $  204,165   $  437,581   $   473,440
                             ==========   ==========   ==========   ===========

Earnings per share:

    Basic-as reported        $      .56   $      .20   $      .45   $       .48
                             ==========   ==========   ==========   ===========
    Basic-pro forma          $      .55   $      .20   $      .43   $       .46
                             ==========   ==========   ==========   ===========


    Diluted-as reported      $      .56   $      .20   $      .45   $       .48
                             ==========   ==========   ==========   ===========
    Diluted-pro forma        $      .55   $      .20   $      .43   $       .46
                             ==========   ==========   ==========   ===========


                                       5


<PAGE>




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

Critical Accounting Policies and Estimates

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

Revenue recognition and cost estimation

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

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

Results of Operations

Net sales for the nine months ended March 31, 2003, (fiscal 2003) were
$15,573,319 as compared to $14,401,620 for the same period in 2002, an 8%
increase. Net sales for the three months ended March 31, 2003 were $5,707,503 as
compared to $4,616,587 for the same period in 2002, a 24% increase. The
Company's increase in sales for the three and nine month periods ended March 31,
2003, as compared to March 31, 2002, is due to an increase in power supply,
transmitter, and transformer component shipments.

During the first nine months of fiscal 2003 gross profits increased to
$1,937,073 as compared with $1,901,170 for the first nine months of fiscal 2002.
The increase in gross profit for the nine-month period ended March 31, 2003, as
compared to the nine months ended March 31, 2002, was the result of an 8%
increase in sales partially offset by higher cost of sales as a percentage of
total sales for the period. The cost of sales increase was primarily due to
higher engineering and prototype development costs.

Net income for the nine months ended March 31, 2003 was $464,797 or $.45 per
share compared to $498,333 or $.48 per share for the corresponding period ended
March 31, 2002. The decrease in net income for the nine-month period was caused
by an increase of $117,000 in selling, general and administrative expenses
partially offset by the slight increase in gross profit. (See discussion below
on selling, general and administrative costs)

For the three months ended March 31, 2003 gross profit increased to $1,223,106
as compared to $700,016 for the same period in 2002. For the three months ended
March 31, 2003 net income increased to $575,586 as compared to $212,644 for the
same period in 2002. The increase in gross profit and net income for the
three-month period ended March 31, 2003 as compared to the same period last year
was the result of a 24% increase in sales and a favorable mix of product
shipments. The favorable product mix occurred as the Company, during this
three-month period, shipped more production orders, which normally have higher
profit margins, than engineering design and prototype development orders.

                                       6

<PAGE>

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 in a cost effective manner.
Employment at March 31, 2003 was 192 people compared to March 31, 2002 when 189
people were employed.

The backlog at March 31, 2003 was approximately $ 22.6 million a decrease of
approximately $3.6 million from the prior year. Management continues to market
the engineering capabilities and products of the Company. Currently,
approximately $30 million in quotations are outstanding to various customers of
the Company. New orders for the quarter totaled approximately $2.8 million.

Selling, general and administrative expenses were $1,446,007 for the nine months
ended March 31, 2003, an increase of $116,523, or 8.8%, as compared to the nine
months ended March 31, 2002. Selling, general and administrative expenses were
$479,353 for the three months ended March 31, 2003, an increase of $71,003, or
17.4%, compared to the three months ended March 31, 2002. The increase is
primarily due to an increase in selling, energy, and insurance costs.

Other income for the nine months ended March 31, 2003 decreased as compared to
the nine months ended March 31, 2002 due to lower interest income for both
periods associated with lower interest rates. Other income for the three months
ended March 31, 2003 increased to $23,695 as compared to $12,118 for the three
months ended March 31, 2002. This increase is due to a loss on disposal of fixed
assets during the 2002 third quarter. The Company does not believe there is
significant risk associated with its investment policy, since a majority of the
investments are preferred equity securities and a money market account.


Liquidity and Capital Resources

As of March 31, 2003, the Company had working capital of $ 23.7 million compared
to $23.0 million at March 31, 2002. The Company meets its short-term financing
needs through cash from operations and when necessary, from its existing cash
and cash equivalents.

The table below presents the summary of cash flow for the periods indicated:

<TABLE>
<CAPTION>
                                                                             Nine Months Ended March 31,
                                                                            -----------------------------
                                                                              2003                2002
                                                                            --------            --------

<S>                                                                         <C>               <C>
Net cash provided by operating activities                                   $383,502          $4,391,658
Net cash provided by investing activities                                     13,164              80,103
Net cash used in financing activities                                       (521,532)           (197,762)
</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 investing activities is
due to the increase in additions to plant, property and equipment. The increase
in net cash used in financing activities is due to increased treasury stock
purchases.

The Company currently believes that the cash generated from operations and when
necessary, from cash and cash equivalents or advance payments from customers,
will be sufficient to meet its long-term funding requirements. Management if
necessary, has at its disposal an uncommitted $3,000,000 line of credit to help
fund further growth. For the first nine months of fiscal 2003 capital
expenditures were approximately $390,000.

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.

                                       7

<PAGE>

During the nine months ended March 31, 2003 and 2002, the Company repurchased
15,518 shares of its common stock from the Company's ESOP and through other
public transactions for a total of $303,188. As of March 31, 2003, under
existing Board authorization, $992,267 could be utilized to repurchase shares of
company stock. As of March 31, 2003, 1,000 stock options were exercised under
the Company's existing stock option plan.


New Accounting Standards

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock Based
Compensation--Transition and Disclosure, an amendment to FASB Statement No. 123.
This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of Statement No. 123
to require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. Finally, SFAS No. 148 amends APB
Opinion No. 28, Interim Financial Reporting, to require disclosure about those
effects in interim financial reporting. For entities that voluntarily change to
the fair value based method of accounting for stock-based employee compensation,
the transition provisions are effective for fiscal years ending after December
15, 2002. For all other companies, the disclosure provisions and the amendment
to APB No. 28 are effective for interim periods beginning after December 15,
2002. The Company does not intend to adopt the transition provisions of the
Statement and has made all required disclosures as of March 31, 2003.


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

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




Item 4.      Controls and Procedures

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

                                       8

<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 7, 2003
---------------
     Date

                                       9

<PAGE>




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

I, Howard Pinsley, certify that:

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

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

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

          4.   The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
               for the registrant and we have:
               a)   designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;
               b)   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this quarterly report (the "Evaluation
                    Date"); and
               c)   presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

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

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

         Date: May 7, 2003

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

                                       10

<PAGE>



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

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

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

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

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

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:
               a)   designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;
               b)   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this quarterly report (the "Evaluation
                    Date"); and
               c)   presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

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

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

         Date: May 7, 2003

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

                                       11

<PAGE>



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

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

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

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

Date: May 7, 2003


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




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

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

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

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

Date: May 7, 2003


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

                                       12