UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

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

                  For the Quarterly Period Ended March 31, 2004

                          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

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 |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES |_| NO |X|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                  Class                       Outstanding at May 13, 2004
                  -----                       ---------------------------
     Common stock, $.33-1/3 par value               1,014,618 shares


<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.
                          Quarterly Report on Form 10-Q
                                    I N D E X

PART I  FINANCIAL INFORMATION                                               PAGE

        Item 1  Financial Statements:

                    Balance Sheets (Unaudited)  -
                    March 31, 2004 and June 30, 2003                          1

                    Statements of Income (Unaudited) -
                    Three and Nine Months Ended March 31, 2004 and 2003       3

                    Statements of Cash Flows (Unaudited)-
                    Nine Months Ended March 31, 2004 and 2003                 4

                    Notes to Financial Statements (Unaudited)                 5

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

        Item 4  Controls and Procedures                                      10

PART II OTHER INFORMATION                                                    11

        SIGNATURES                                                           26


<PAGE>

                          PART I: Financial Information

                         ESPEY MFG. & ELECTRONICS CORP.

                           Balance Sheets (Unaudited)

                        March 31, 2004 and June 30, 2003

                                   A S S E T S

                                                         2004           2003
                                                       March 31        June 30
                                                      -----------    -----------

ASSETS:

     Cash and cash equivalents                        $10,642,547    $10,996,483
     Short term investments                             1,056,000             --
     Trade accounts receivable, net                     4,182,767      3,470,895
     Income taxes receivable                               13,639             --
     Other receivables                                      5,306         11,638

     Inventories:
         Raw materials and supplies                     1,647,744      1,570,028
         Work-in-process                                3,051,344      3,020,081
         Costs relating to contracts in
               process, net of advance payments of
               $ 1,767,359 at March 31, 2004 and
               $ 3,314,816 at June 30, 2003             5,162,413      7,246,158
                                                      -----------    -----------

                       Total inventories                9,861,501     11,836,267
                                                      -----------    -----------

     Deferred income taxes                                 94,535         88,643
     Prepaid expenses and other current assets            277,326        124,508
                                                      -----------    -----------

                       Total current assets            26,133,621     26,528,434
                                                      -----------    -----------

     Property, plant and equipment, net                 3,024,882      3,267,063
                                                      -----------    -----------

                       Total assets                   $29,158,503    $29,795,497
                                                      ===========    ===========

See accompanying notes to the financial statements.

                                                                     (Continued)


                                       1
<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.

                      Balance Sheets (Unaudited), Continued

                        March 31, 2004 and June 30, 2003

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                   2004             2003
                                                               March 31          June 30
                                                           ------------     ------------
<S>                                                        <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:

     Accounts payable                                      $    538,050     $    647,597
     Accrued expenses:
         Salaries, wages and commissions                         40,053           88,287
         Employees' insurance costs                               8,595            7,038
         Vacation                                               465,525          465,815
         ESOP payable                                           403,238               --
         Other                                                   52,945           42,361
     Payroll and other taxes withheld and accrued                37,952           38,425
     Income taxes payable                                            --          350,232
                                                           ------------     ------------
                   Total current liabilities                  1,546,358        1,639,755
                                                           ------------     ------------
     Deferred income taxes                                      307,234          202,234
                                                           ------------     ------------
                   Total liabilities                          1,853,592        1,841,989
                                                           ------------     ------------

     Common stock, par value .33-1/3 per share
         Authorized 10,000,000 shares; issued 1,514,937
         shares on March 31, 2004 and June 30, 2003
         Outstanding 1,013,018 and 1,019,643 on
         March 31, 2004 and June 30, 2003, respectively         504,979          504,979

     Capital in excess of par value                          10,415,116       10,459,278

     Retained earnings                                       24,969,026       25,458,400
                                                           ------------     ------------

     Less: Common stock subscribed                             (558,662)        (558,662)

           Cost of 501,919 and 495,294 shares on
           March 31, 2004 and June 30, 2003
           respectively of common stock in treasury          (8,025,548)      (7,910,487)
                                                           ------------     ------------
                   Total stockholders' equity                27,304,911       27,953,508
                                                           ------------     ------------
                         Total liabilities and
                         stockholders' equity              $ 29,158,503     $ 29,795,497
                                                           ============     ============
</TABLE>

See accompanying notes to the financial statements.


                                       2
<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.

                        Statements of Income (Unaudited)

               Three and Nine Months Ended March 31, 2004 and 2003

<TABLE>
<CAPTION>
                                       Three Months                    Nine Months
                                    2004           2003            2004           2003
                                --------------------------     --------------------------
<S>                             <C>            <C>             <C>            <C>
Net sales                       $ 6,116,221    $ 5,707,503     $17,083,213    $15,573,319
Cost of sales                     5,398,659      4,484,397      14,737,602     13,636,246
                                -----------    -----------     -----------    -----------
         Gross profit               717,562      1,223,106       2,345,611      1,937,073

Selling, general and
   administrative expenses          671,575        479,353       1,905,972      1,446,007
                                -----------    -----------     -----------    -----------
         Operating income            45,987        743,753         439,639        491,066
                                -----------    -----------     -----------    -----------

Other income (expense)

         Interest and
           dividend income           24,588         29,639          69,817        113,006
         Other                        2,707         (5,944)         25,521         15,658
                                -----------    -----------     -----------    -----------
                                     27,295         23,695          95,338        128,664
                                -----------    -----------     -----------    -----------

Income before income taxes           73,282        767,448         534,977        619,730

Provision for income taxes           19,274        191,862         138,574        154,933
                                -----------    -----------     -----------    -----------

                  Net Income    $    54,008    $   575,586     $   396,403    $   464,797
                                ===========    ===========     ===========    ===========

Net income per share:

Basic and diluted
   Net income per share         $       .05    $       .56     $       .39    $       .45
                                -----------    -----------     -----------    -----------

Weighted average number
   of shares outstanding
         Basic                    1,011,416      1,020,032       1,013,545      1,026,945
         Diluted                  1,021,908      1,022,742       1,021,874      1,029,706
                                ===========    ===========     ===========    ===========
</TABLE>

See accompanying notes to the financial statements.


                                       3
<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.
                      Statements of Cash Flows (Unaudited)
                    Nine Months Ended March 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                 March 31,
                                                           2004             2003
                                                       ------------     ------------
<S>                                                    <C>              <C>
Cash Flows From Operating Activities:

    Net income                                         $    396,403     $    464,797

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

    Depreciation                                            431,919          372,722
    Loss on disposal of assets                               22,121               --
    Loss on sale of investment securities                        --           15,817
    Deferred income tax                                      99,108               --
    Changes in assets and liabilities:
         Increase in receivables                           (719,179)      (2,843,018)
         Decrease in inventories                          1,974,766        1,324,246
         (Increase) Decrease in prepaid expenses
             and other current assets                      (152,818)          28,398
         (Decrease) Increase in accounts payable           (109,547)         415,482
         Decrease in accrued salaries, wages
             and commissions                                (48,234)            (819)
         Increase (Decrease) in accrued employee
             insurance costs                                  1,557           (1,646)
         Increase in other accrued expenses                  10,584              375
         (Decrease) Increase in vacation accrual               (290)          35,771
         (Decrease) Increase in payroll & other
             taxes withheld and accrued                        (473)           6,903
         (Decrease) Increase in income taxes               (350,232)         154,933
         Increase in ESOP payable                           403,238          409,541
                                                       ------------     ------------
                    Net cash provided by
                    operating activities                  1,958,923          383,502
                                                       ------------     ------------
Cash Flows From Investing Activities:

    Proceeds from sale of investment securities                  --          403,188
    Additions to property, plant & equipment               (211,860)        (390,024)
    Purchase of short term investments                   (1,056,000)              --
                                                       ------------     ------------
                    Net cash (used) provided
                    by investing activities              (1,267,860)          13,164
                                                       ------------     ------------
Cash Flows From Financing Activities:

    Dividends on common stock                              (885,776)        (230,594)
    Purchase of treasury stock                             (272,328)        (304,188)
    Proceeds from exercise of stock options                 113,105           13,250
                                                       ------------     ------------
                    Net cash used in
                    financing activities                 (1,044,999)        (521,532)
                                                       ------------     ------------
Decrease in cash and cash equivalents                      (353,936)        (124,866)
Cash and cash equivalents, beginning of period           10,996,483        9,192,962
                                                       ------------     ------------
Cash and cash equivalents, end of period                 10,642,547        9,068,096
                                                       ============     ============
Net Income Taxes Paid                                  $    403,337     $         --
                                                       ============     ============
</TABLE>

See accompanying notes to the financial statements.


                                       4
<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.

                    Notes to Financial Statements (Unaudited)

Note 1. Basis of Presentation

In the opinion of management the accompanying unaudited financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary for a fair presentation for results for such periods. The results for
any interim period are not necessarily indicative of the results to be expected
for the full fiscal year. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles 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 2003 Form 10-K.

Note 2. Net income per Share

Basic net income per share excludes dilution and is computed by dividing net
income available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted net income 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.

Note 3. Employee Stock Ownership Plan

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 Company makes an annual contribution (which is
accrued quarterly) to the Plan on June 30.

As of March 31, 2004 there were 219,737 shares allocated to participants.

Note 4. Stock Based Compensation

In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting for
Stock Based Compensation. SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation and amends the disclosure requirements of
SFAS No. 123, Accounting for Stock Based Compensation, to require more 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. 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, 2004.

The Company has elected to account for its stock-based compensation plans under
the intrinsic value-based method of accounting as permitted by SFAS No. 123 and
as prescribed by Accounting Principles Board ("APB") Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations including FASB
Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation - An Interpretation of APB No. 25, in accounting for its fixed
stock option plans. Under this method, compensation expense would be recorded on
the date of grant only if the current market price of the underlying stock
exceeded the exercise price. Unearned compensation recognized for restricted
stock awards is shown as a separate component


                                       5
<PAGE>

of stockholders' equity and is amortized to expense over the vesting period of
the stock award using the straight-line method. The Company adopted the
disclosure requirements of SFAS No. 123 and SFAS No. 148, as required.

The following table illustrates the effect on net income and net income per
share if the Company had applied the fair value recognition provisions of SFAS
no. 123, to stock-based employee compensation.

                                 Three Months                Nine Months
                                Ended March 31              Ended March 31
                              2004          2003          2004          2003
                           ----------    ----------    ----------    ----------
Net income
as reported                $   54,008    $  575,586    $  396,403    $  464,797

Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related  tax effects           (7,867)       (9,090)      (26,321)      (27,130)
                           ----------    ----------    ----------    ----------
Pro forma net income       $   46,141    $  566,496    $  370,082    $  437,667
                           ==========    ==========    ==========    ==========
Net income per share:

   Basic-as reported       $      .05    $      .56    $      .39    $      .45
                           ==========    ==========    ==========    ==========
   Basic-pro forma         $      .05    $      .55    $      .36    $      .43
                           ==========    ==========    ==========    ==========

   Diluted-as reported     $      .05    $      .56    $      .39    $      .45
                           ==========    ==========    ==========    ==========
   Diluted-pro forma       $      .05    $      .55    $      .36    $      .43
                           ==========    ==========    ==========    ==========

Note 5. Foreign Sales Corporation

During the year the Company dissolved Espey International, Inc., a wholly owned
subsidiary. The subsidiary was an inactive foreign sales corporation.

Note 6. Recently Issued Accounting Standards

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150
requires issuers to classify as liabilities (or assets in some circumstances)
three classes of freestanding financial instruments that embody obligations for
the issuer. Generally, SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and is otherwise effective at the
beginning of the first interim period beginning after June 15, 2003. The
adoption of SFAS No. 150 did not have an impact on the Company's results of
operations and financial condition.

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

Overview

Espey Mfg. & Electronics Corp. (the "Company") located in Saratoga Springs, New
York, is engaged principally in the development, design, production and sale of
specialized electronic power supplies, a wide variety of transformers and other
types of iron-core components, and electronic system components. In some cases,
the Company manufactures such products in accordance with pre-developed
mechanical and electrical requirements ("build to print"). In other cases, the
Company is responsible for both the overall design and manufacture of the
product. The Company does not generally manufacture standardized components.


                                       6
<PAGE>

The products manufactured by the Company find application principally in (i)
shipboard and land based radar, (ii) locomotives, (iii) aircraft, (iv) short and
medium range communication systems, (v) navigation systems, and (vi) land based
military vehicles.

Business is solicited from large industrial manufacturers and defense companies,
the government of the United States and foreign governments and major foreign
electronic equipment companies. In certain countries the Company has external
sales representatives to help solicit and coordinate foreign contracts. The
Company is also on the eligible list of contractors of the United States
Department of Defense and generally is automatically solicited by such agencies
for procurement needs falling within the major classes of products produced by
the Company. In addition, the Company directly solicits bids from the United
States Department of Defense for prime contracts.

There is competition in all classes of products manufactured by the Company from
divisions of the largest electronic companies, as well as from many small
companies. The Company's sales do not represent a significant share of the
industry's market for any class of its products. The principal methods of
competition for electronic products of both a military and industrial nature
include, among other factors, price, product performance, the experience of the
particular company and history of its dealings in such products. The Company, as
well as other companies engaged in supplying equipment for military use, is
subject to various risks, including, without limitation, dependence on United
States and foreign government appropriations and program allocations, the
competition for available military business, and government termination of
orders for convenience.

Business Outlook

During the first nine months of fiscal year 2004, while net sales increased, new
orders received by the Company did not keep pace with backlog relieved. Thus,
while the sales backlog of approximately $14 million at March 31, 2004 gives the
Company a solid base of future sales, the Company anticipates that the reduction
of backlog may result in a reduction of sales during the first half of fiscal
year 2005. Management believes that existing customers have delayed in placing
orders for additional products, but anticipates that new orders will be received
in the current calendar year which should result in a significant increase in
backlog by December 31, 2004. In addition to the backlog, the Company currently
has outstanding quotations representing in excess of $30 million in the
aggregate for both repeat and new programs. Based on management's communications
with customers, the Company expects to receive substantial orders for spare
parts on the various types of transmitters which are already in service, a
number of contracts for further development and manufacture of power supplies,
transformers and additional contracts for pre-engineered hardware.

The outstanding quotations encompass various new and previously manufactured
power supplies, transformers, and subassemblies. However, there can be no
assurance that the Company will acquire any or all of the anticipated orders
described above, many of which are subject to allocations of the United States
defense spending and factors affecting the defense industry and military
procurement generally.

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. Generally, revenues 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.

Percentage of completion accounting requires judgment relative to expected
sales, 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


                                       7
<PAGE>

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 expected sales value or estimated cost is
determined, changes are reflected in current period earnings.

Results of Operations

The Company's operating cycle is long-term and includes various types of
products and varying delivery schedules. Accordingly, results of a particular
period or period-to-period comparison of recorded revenues and income may not be
indicative of future operating results. The following comparative analysis
should be viewed in this context.

Net sales for the three months ended March 31, 2004 were $6,116,221 as compared
to $5,707,503 for the same period in 2003, a 7.2% increase. Net sales for the
nine months ended March 31, 2004, (fiscal 2004) were $17,083,213 as compared to
$15,573,319 for the same period in 2003, a 9.7% increase. The Company's increase
in sales for the three and nine month periods ended March 31, 2004, as compared
to March 31, 2003, is due to an increase in radar transmitter component
shipments.

The primary factor in determining gross profit and net income is product mix.
The gross profits on mature products and build to print contracts are higher
than with respect to the products which are still in the engineering development
stage or in the early stages of production. In any given accounting period the
mix of product shipments between higher margin mature programs and less mature
programs has a significant impact on gross profit and net income. For the three
months ended March 31, 2004, gross profit was lower, as shipments were made on
less mature programs with lower gross margins, as compared to the three month
period ended March 31, 2003. Also, cost of sales and gross profit for the three
months ended March 31, 2004 includes a $302,000 loss on one customer specific
contract. This loss is due to unexpected development and production costs. Given
the current cost estimate to complete this contract, management believes that
the entire amount of the loss has been recorded. For the first nine months ended
March 31, 2004, gross profit increased to $2,345,611 as compared with $1,937,073
for the first nine months of fiscal 2003. The increase in gross profit for the
nine months was mainly due to the increased sales and a favorable product mix.
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, 2004 was
190 people compared to 192 people at March 31, 2003.

The backlog at March 31, 2004 was approximately $14 million compared to
approximately $22.6 million at March 31, 2003. 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 $2.9 million.

Selling,  general and administrative expenses were $671,575 for the three months
ended March 31, 2004, an increase of $192,222 compared to the three months ended
March 31, 2003. Selling, general and administrative expenses were $1,905,972 for
the nine months ended March 31, 2004, an increase of $459,965 as compared to the
nine months ended March 31, 2003.  The increase is primarily  due to an increase
in professional fees, insurance costs and administrative  salaries. The increase
in professional fees was attributable in part to legal fees incurred relating to
the review  conducted by the American  Stock  Exchange  following  the Company's
Annual Meeting in November 2003, and the implementation of corporate  governance
modifications, including the amendment of the corporate by-laws.

Other income for the three months ended March 31, 2004 increased to $27,295 as
compared to $23,695 for the three months ended March 31, 2003. This increase is
due to the higher return on newly purchased short-term investments. Other income
for the nine months ended March 31, 2004 decreased as compared to the nine
months ended March 31, 2003 due to lower interest income associated with lower
interest rates. The Company does not believe there is significant risk
associated with its investment policy, since at March 31, 2003 all of the
investments are primarily


                                       8
<PAGE>

represented by short-term liquid investments including certificates of deposit
and money market accounts.

The Company estimates its income taxes using an estimated effective tax rate for
the annual period. The effective tax rate was 26% for the three and nine months
ended March 31, 2004. The rate is adjusted for differences in expected pretax
income and adjustments from expected tax benefits related mainly to foreign
sales.

Liquidity and Capital Resources

As of March 31, 2004, the Company had working capital of $24.6 million compared
to $23.8 million at March 31, 2003. The Company meets its short-term financing
needs through cash flow 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:

                                                    Nine Months Ended March 31,
                                                    ---------------------------
                                                       2004             2003
                                                     --------         --------

Net cash provided by operating activities           $ 1,958,923     $   383,502
Net cash (used) provided by investing activities     (1,267,860)         13,164
Net cash used in financing activities                (1,044,999)       (521,532)

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 change in net cash (used) provided by investing activities
is due to the purchase of short-term certificates of deposit. The increase in
net cash used in financing activities is due mainly to increased dividends.

The Company currently believes that the cash flow 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 2004 capital expenditures were $211,860.

Since the debt of the Company's ESOP is not to an outside party, the Company has
eliminated from the Statements of Operations the offsetting items of interest
income and interest expense relating to ESOP.

During the nine months ended March 31, 2004, the Company repurchased 13,625
shares of its common stock for a total of $272,329. There were no shares
repurchased for the three months ended March 31, 2004. As of March 31, 2004,
under existing Board authorization, $540,000 could be utilized to repurchase
shares of company stock. For the nine month period ended March 31, 2004, 6,900
stock options were exercised under the Company's existing stock option plan.


                                       9
<PAGE>

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

This report contains "forward-looking statements" within the meaning 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, supply and manufacturing constraints, potential
new orders from customers 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

(a) The Company's management, with the participation of the Company's chief
executive officer and chief financial officer, carried out an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end
of the period covered by this Quarterly Report on Form 10-Q. Based on such
evaluation, our chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this report.

(b) There have been no changes in our internal controls over financial reporting
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.


                                       10
<PAGE>

                    PART II: Other Information and Signatures

Item 1. Legal Proceedings

On February 20, 2004, special counsel reported to the Board of Directors on the
results of an investigation as to whether any directors or officers of the
Company had engaged in misconduct in connection with the vote taken on a
shareholder proposal at the Company's Annual Meeting on November 13, 2003.
Special counsel concluded that no director or officer had been involved in the
bringing of the shareholder proposal before the meeting. The American Stock
Exchange ("AMEX"), which had commenced a review of the events associated with
the Annual Meeting was informed of the report by special counsel.

On April 23, 2004, the Board of Directors adopted a Charter for a Nominating
Committee and Adopted Amended and Restated By-Laws. The Amended and Restated
By-Laws are attached as Exhibit 3.2, and include corporate governance
modifications that were implemented incidental to the AMEX review.

AMEX has not informed the Company of the disposition of its review.

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

        None

Item 5. Other Information

        None

Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits

            3.2   Amended and Restated By-Laws adopted April 23, 2004

            31.1  Certification of the Chief Executive Officer pursuant to Rules
                  13a-14(a) and 15d-14(a) under the Securities Exchange Act of
                  1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

            31.2  Certification of the Principal Financial Officer pursuant to
                  Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
                  Act of 1934, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

            32.1  Certification of the Chief Executive Officer pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002

            32.2  Certification of the Principal Financial Officer pursuant to
                  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002


                                       11
<PAGE>

              (b) Reports on Form 8-K

                  Form 8-K filed January 21, 2004, announcing that the Company
                  issued a press release announcing that it had been notified
                  that the American Stock Exchange ("AMEX") was conducting a
                  review of events related to the Company's 2003 Annual Meeting
                  of Shareholders held on November 13, 2003 at the Hilton Garden
                  Inn in Saratoga Springs, New York.

                  Form 8-K filed February 2, 2004, announcing that the Company
                  issued a press Release on January 29, 2004, which announced
                  that its Board of Directors had unanimously determined that
                  certain actions taken at its November 13, 2003 annual meeting
                  of shareholders, which resulted in a vote to remove two
                  incumbent directors, Messrs. Michael W. Wool and Paul J. Corr,
                  were improper and that Messrs. Wool and Corr had been
                  reinstated as directors, and Mr. Corr had been reinstated as
                  Chairman of the Company's Audit Committee.

                  Form 8-K filed February 10, 2004, announcing that a press
                  release had been issued on February 9, 2004 announcing the
                  Company's financial results for the fiscal quarter ended
                  December 30, 2003.


<PAGE>


                                  Exhibit 32.2
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                         ESPEY MFG. & ELECTRONICS CORP.

                                    ARTICLE I
                                     OFFICES

      The office of Espey Mfg. & Electronics Corp. (the "Corporation") shall be
located in the County of Saratoga, State of New York. The Corporation may also
have offices at such other places within or without the State of New York as the
Board of Directors (the "Board") may from time to time determine or the business
of the Corporation may require.

                                   ARTICLE II
                                  SHAREHOLDERS

Section 1. Place of Meetings. Meetings of shareholders shall be held at the
office of the Corporation or at such other place within or without the State of
New York as the Board shall authorize.

Section 2. Annual Meetings. A meeting of the shareholders shall be held annually
for the election of directors and the transaction or such other business as may
properly come before the meeting on any business day, chosen by the Board. In
the event the Board fails to determine the date and time of the meeting, such
meeting shall be held on the same day as the prior year's meeting, or if such
day is a Saturday, Sunday or holiday, on the next succeeding business day.

Section 3. Special Meetings. Special meetings of the shareholders may be called
by the Board for any purpose or purposes. The time and place at which any
special meeting of the shareholders shall be held shall be fixed by the Board.
Business transacted at a special meeting of the shareholders shall be confined
to the purpose or purposes set forth in the notice of such meeting. Except as
required under Section 603 of the Business Corporation Law of the State of New
York (the "BCL"), shareholder proposals shall not be considered at special
meetings.

Section 4. Notice of Shareholders' Meetings. Written notice of each meeting of
shareholders shall state the purpose or purposes for which the meeting is
called, the place, date and hour of the meeting and, unless it is the annual
meeting, shall indicate that it is being issued by or at the direction of the
person or persons calling the meeting. Notice shall be given either personally
or by mail to each shareholder entitled to vote at such meeting, not less than
ten nor more than sixty days before the date of the meeting. If mailed, the
notice is given when deposited


                                       12
<PAGE>

in the United States mail, with postage thereon prepaid, directed to the
shareholder at his address as it appears on the record of shareholders, or, if
he shall have filed with the secretary a written request that notices to him be
mailed to some other address, then directed to him at such other address. If, at
any meeting, action is proposed to be taken which would, if taken, entitle
shareholders fulfilling the requirements of Section 623 of the BCL to receive
payment for their shares, the notice of such meeting shall include a statement
of that purpose and to that effect and shall be accompanied by a copy of Section
623 of the BCL or an outline of its material terms. If any by-law regulating an
impending election of directors is adopted, amended or repealed by the Board,
there shall be set forth in the notice of the next meeting of shareholders for
the election of directors the by-law so adopted, amended or repealed, together
with a concise statement of the changes made.

Section 5. Waivers. Notice of meeting need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by such shareholder. Any
shareholder so waiving notice of such meeting shall be bound by the proceedings
of any such meeting in all respects as if due notice thereof had been given.

Section 6. Quorum of Shareholders. Unless the certificate of incorporation
provides otherwise, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or series, voting as a class, the holders of
a majority of the shares of such class or series shall constitute a quorum for
the transaction of such specified item of business. When a quorum is once
present to organize a meeting, it is not broken by the subsequent withdrawal of
any shareholders.

Section 7. Adjourned Meetings. The shareholders present at a meeting may adjourn
the meeting despite the absence of a quorum. When a determination of
shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made, such determination shall apply to any adjournment
thereof, unless the Board fixes a new record date for the adjourned meeting in
which event a notice of the adjourned meeting shall be given to each shareholder
of record entitled to vote at the meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. However, if after the adjournment the Board fixes
a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record on the new record date entitled to
notice.

Section 8. List of Shareholders at Meeting. A list of shareholders as of the
record date, certified by the secretary or an assistant secretary or by the
Corporation's transfer agent, if there be one, shall be produced at any meeting
of shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors of election, or
person presiding thereat, shall require such list of shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting, and
all persons who appear from such list to be shareholders entitled to vote
thereat may vote at such meeting.

Section 9. Advance Notice of Shareholder Nominees for Director and Other
Shareholder Proposals for Consideration at the Annual Meeting.

      (a) At the annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before the meeting, a matter, including, without limitation, any
nomination for director, must be: (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board; (ii) otherwise
properly brought before the meeting by or at the direction of the Board; or
(iii) otherwise properly brought before the meeting by a shareholder entitled to
vote at such meeting who complies fully with the notice requirements set forth
below. Nothing in this


                                       13
<PAGE>

Section 9 shall be deemed to affect any rights of shareholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 of the Securities and Exchange Commission.

      (b) A notice of the intent of a shareholder to bring a matter before the
meeting ("Notice of Intent"), including, without limitation, any nomination for
director, shall be made in writing and received by the secretary of the
Corporation not more than one hundred and eighty (180) days or less than the
later of one hundred and twenty (120) days in advance of the annual meeting or
the tenth day following the day on which public announcement of the date of such
meeting is first made by the Corporation. "Public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission.

      (c) Every Notice of Intent shall set forth:

            (i) the name and residence address of the shareholder who intends to
make a nomination or bring up any other matter;

            (ii) the number of shares of stock held of record and beneficially
by such shareholder;

            (iii) the name in which all such shares of stock are registered on
the stock transfer books of the Corporation;

            (iv) a representation that the shareholder is a holder of the
Corporation's voting stock and intends to appear in person or by proxy at the
meeting to make the nomination or bring up the matter specified in the notice;

            (v) a brief description of the business desired to be submitted at
the annual meeting, including the complete text of any resolutions intended to
be presented at the annual meeting, and the reasons for conducting such business
at the annual meeting;

            (vi) any personal or material interest of the shareholder in the
business to be submitted;

            (vii) all other information relating to the proposed business which
may be required to be disclosed under applicable law;

            (viii) with respect to a Notice of Intent to make a nomination, a
description of all arrangements or understandings among the shareholder and each
nominee and any other person or persons (who shall be named) pursuant to which
the nomination or nominations are to be made by the shareholder; and

            (ix) with respect to a Notice of Intent to make a nomination, such
other information regarding each nominee proposed by such shareholder as would
have been required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission, had each nominee been
nominated by the Board.

Each Notice of Intent to make a nomination shall be accompanied by the written
consent of each nominee to serve as director of the Corporation if so elected.

      (d) In addition, a shareholder seeking to submit such business at the
meeting shall promptly provide any other information reasonably requested by the
board.

      (e) At the meeting of shareholders, the chairman shall declare out of
order and disregard any nomination or other matter not presented in accordance
with this Section 9.

Section 10. Voting. Except as otherwise required by applicable law or as
provided in the certificate of incorporation, at each and every meeting of the
shareholders, every registered shareholder shall be entitled to vote in person
or by proxy appointed by an instrument in writing. Every shareholder of record
shall be


                                       14
<PAGE>

entitled to one vote for every share standing in his name on the record of
shareholders. Except as otherwise agreed, shares standing in the names of two or
more persons shall be voted or represented in accordance with the determination
of the majority of such persons, or, if only one of such persons is present in
person or represented by proxy, such person shall have the right to vote such
shares and such shares shall be deemed to be represented for the purpose of
determining a quorum. Only persons in whose names shares entitled to vote stand
on the stock records of the Corporation on the record date for determining the
shareholders entitled to vote at said meeting shall be entitled to vote at such
meeting. Directors shall be elected by a plurality of the votes cast at a
meeting of the shareholders by the holders of shares entitled to vote in the
election, and any other corporate action to be taken by vote of the shareholders
shall be authorized by a majority of the votes cast at a meeting of shareholders
by the holders of shares entitled to vote thereon, a quorum being present.

Section 11. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. Every proxy must be in
writing and signed by the shareholder or his attorney-in-fact. No proxy shall be
valid after expiration of eleven months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except as otherwise provided by law. In connection
with any proxy statement distributed by the Board, the persons designated as
proxies shall be independent directors, as that term is defined in these
by-laws.

Section 12. Inspectors at Shareholders' Meetings. The Board, in advance of any
shareholders' meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at a shareholders' meeting may, and on the request of any shareholder
entitled to vote thereat, shall, appoint one or more inspectors. In case any
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting or any shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence of the facts
stated and of the vote as certified by them.

Section 13. Organization. (a) At every meeting of the shareholders, the chairman
of the meeting shall be the chairman of the Board, or, in his absence the
president, or in the absence of both, a majority of the members of the Board
present in person at such meeting may appoint any other officer or director to
act as chairman of the meeting.

      (b) The secretary of the Corporation shall act as secretary of all
meetings of the shareholders. In the absence of the secretary, the chairman of
the meeting shall appoint any other person to act as of the meeting.

Section 14. Written Consent of Shareholders. Whenever under the BCL shareholders
are required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all outstanding shares entitled to vote thereon or, if the
certificate of incorporation so permits, signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. However, this section shall not be
construed to alter or modify any provision of law or of the certificate of
incorporation under


                                       15
<PAGE>

which the written consent of the holders of less than all outstanding shares is
sufficient for corporate action.

                                   ARTICLE III
                                    DIRECTORS

Section 1. General Powers. Subject to any provision in the certificate of
incorporation, the business and property of the Corporation shall be managed
under the direction of its Board.

Section 2. Qualifications. All of the directors shall be at least eighteen years
of age, and at least one director shall be a citizen of the United States and a
resident of the State of New York. A majority of the directors shall be
"independent" as defined below.

Section 3. Number of Directors.

      (a) Generally. The number of directors shall not be more than nine (9) and
not less than three (3). The number of directors shall be determined by a vote
of the shareholders at the annual meeting or at a special meeting and may be
increased or decreased within the limits prescribed in this Section 3 by a vote
of the shareholders or a majority of the entire Board.

      (b) Definition of Independent Director. A person qualifies as an
"independent director" if such person does not have a relationship with the
Corporation that would interfere with the exercise of independent judgment. The
following is a non-exclusive list of persons who shall not be considered
independent:

            (i) a person who is presently an officer or employed, or during the
period of three (3) years prior to the date such person's membership to the
Board will be voted upon, was an officer or employed by the Corporation or by
any subsidiary of the Corporation;

            (ii) a person who is (or is affiliated with a firm or company that
is) a significant advisor or consultant to the Corporation or its subsidiaries;

            (iii) a person who is affiliated with a significant customer or
supplier of the Corporation or its subsidiaries;

            (iv) a person who has a significant personal service contract with
the Corporation or its subsidiaries;

            (v) a person who is affiliated with a tax-exempt entity to which the
Corporation or its subsidiaries has made contributions that exceed, in the
aggregate, five percent (5%) of the organization's consolidated gross revenues
for that year, or Two Hundred Thousand and 00/100 ($200,000) Dollars, whichever
is less, in any of the Corporation's then three (3) previous fiscal years;

            (vi) a person who is employed as an executive officer of another
entity where at any time during the Corporation's then three (3) previous fiscal
years any of the Corporation's executive officers served on that entity's
compensation committee;

            (vii) a person who is a current partner or shareholder of the
Corporation's outside auditor, or was a partner, shareholder or employee of the
Corporation's outside auditor who worked on the Corporation's audit at any time
during any of the Corporation's then three (3) previous fiscal years; or

            (viii) a spouse, parent, sibling or child of any person described in
paragraphs (i) through (vii).

      (c) Additional Definitions. Certain terms used in this Section 3 shall
have the meanings set forth below:


                                       16
<PAGE>

            (i) "Affiliate" of a person, or a person "affiliated with," a
specified person, shall mean a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, the specified person.

            (ii) The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") shall mean the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise; provided, however, that a person shall
not be deemed to control another person solely because he is a director of such
other person.

            (iii) A "subsidiary" of the Corporation shall mean any corporation a
majority of the voting shares of which is owned, directly or indirectly through
one or more other subsidiaries, by the Corporation.

            (iv) A person shall be deemed to be, or to be affiliated with, a
company or firm that is a "significant advisor or consultant to the Corporation
or its subsidiaries" if he, or it, as the case may be, received or would receive
fees or similar compensation from the Corporation or a subsidiary of the
Corporation in excess of the lesser of (A) three percent (3%) of the
consolidated gross revenues which the Corporation and its subsidiaries received
for the sale of their products and services during the last fiscal year of the
Corporation; (B) five percent (5%) of the gross revenues of the person during
the last calendar year, if such person is a self-employed individual, or (C)
five percent (5%) of the consolidated gross revenues received by such company or
firm for the sale of its products and services during its last fiscal year, if
the person is a company or firm; provided, however, that directors' fees and
expense reimbursements, payments arising solely from investments in the
Corporation's securities and benefits under a tax-qualified retirement plan
shall not be included in the gross revenues of an individual for purposes of
this determination.

            (v) A "significant customer of the Corporation and its subsidiaries"
shall mean a customer from which the Corporation and its subsidiaries
collectively in the last fiscal year of the Corporation received payments in
consideration for the products and services of the Corporation and its
subsidiaries which are in excess of three percent (3%) of the consolidated gross
revenues of the Corporation and its subsidiaries during such fiscal year.

            (vi) A "significant supplier of the Corporation and its
subsidiaries" shall mean a supplier to which the Corporation and its
subsidiaries made payments in consideration for the supplier's products and
services in excess of three percent (3%) of the consolidation gross revenues of
the Corporation and its subsidiaries during the Corporation's previous fiscal
year.

            (vii) A person shall be deemed to have "significant personal
services contract(s) with the Corporation or its subsidiaries" if the fees and
other compensation received by the person pursuant to personal services
contract(s) with the Corporation or its subsidiaries exceeded or would exceed
five percent (5%) of his gross revenues during the last calendar year.

Section 4. Election and Term of Directors. The members of the Board shall be
elected at the annual meeting of shareholders by a plurality of the votes cast
at that meeting to serve for a term of three (3) years. Each director shall hold
office until the expiration of the term for which he is elected, and until his
successor has been elected and qualified, or until his prior resignation or
removal.

Section 5. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board for any reason may be filled by a vote of a
majority of the directors then in office, although less than a quorum exists,
unless otherwise provided in the certificate of incorporation. A director
elected to fill a vacancy shall hold office until the next meeting of
shareholders at which the election of the directors is in the regular order of
business, and until his successor has been elected and qualified.


                                       17
<PAGE>

Section 6. Removal of Directors. Any or all of the directors may be removed for
cause by vote of the shareholders or by action of the Board.

Section 7. Resignation of Directors. A director may resign at any time by giving
written notice to the Board, the president or the secretary of the Corporation.
Unless otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer. The acceptance of a resignation
shall not be necessary to make it effective, but no resignation shall discharge
any accrued obligation or duty of a director.

Section 8. Quorum of Directors. Unless otherwise provided in the certificate of
incorporation, a majority of the entire board shall constitute a quorum for the
transaction of business or of any specified item of business.

Section 9. Action of the Board. Unless otherwise required by law or the
certificate of incorporation, the vote of a majority of the directors present at
the time of the vote, if a quorum is present at such time, shall be the act of
the Board. Each director present shall have one vote regardless of the number of
shares, if any, which he may hold.

Section 10. First Meeting. After each annual election of directors, the Board
shall meet for the purpose of organization and the transaction of other business
on the same day on which such annual meeting is held. Notice of such meeting
need not be given. If not so held, such first meeting may be held at any other
time, as soon as practicable after such annual election, which shall be
specified in a notice given as hereinafter provided for special meetings of the
Board.

Section 11. Regular Meetings. Regular meetings of the Board, other than the
first meeting, may be held without notice at such times and places as the Board
may determine.

Section 12. Special Meetings. Special meetings of the Board may be called by the
secretary or an assistant secretary upon the request of the chairman of the
Board, if there be one, or of the president or on the written request of any two
members of the Board. Except as otherwise specified in the notice thereof, as
required by statute, the certificate of incorporation or these by-laws, any and
all business may be transacted at any special meeting.

Section 13. Place of Meetings. Meetings of the Board shall be held at the office
of the Corporation in the State of New York or at such other place within or
without the State of New York as may be designated by the Board.

Section 14. Notice of Meetings of the Board; Adjournment. Regular meetings of
the Board may be held without notice at such time and place as it shall from
time to time determine. Special meetings of the Board shall be held upon notice
to the directors by or at the direction of the person or persons calling the
meeting by mail to each member at least seventy two (72) hours before the start
of the meeting or by telegram, telephone, or personal delivery at least twenty
four (24) hours before the start of the meeting. Notice of a meeting need not be
given to any director who submits a waiver of notice whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him. A notice need not specify the purpose
or purposes of any meeting. A majority of the directors present, whether or not
a quorum is present, may adjourn any meeting to another time and place. Notice
of any adjourned meeting need not be given otherwise than by announcement at the
meeting at which the adjournment is taken.

Section 15. Waiver of Notice. Anything in these by-laws or in any resolution
adopted by the Board notwithstanding, any notice required to be given to any
director may be waived by him in writing, including waiver by telegraph, cable
or wireless communication. Any meeting of the Board shall be a legal meeting
without any notice having been given or regardless of the giving of any notice
or the adoption of any resolution in reference thereto, if every member of the
Board shall be present thereat or has signed a written waiver of notice.

Section 16. Action by Board by Written Consent. Any action required or permitted
to be taken by the Board or any committee thereof may be taken without a meeting
if


                                       18
<PAGE>

all members of the Board or the committee consent in writing to the adoption of
a resolution authorizing the action.

Section 17. Director and Committee Action by Conference Telephone. Any one or
more members of the Board or any committee thereof may participate in a meeting
of such Board or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

Section 18. Committees of the Board.

      (a) Generally. As long as the Corporation is subject to the reporting
requirements under the Exchange Act, the Board, by resolution adopted by a
majority of the entire Board, shall designate from among its members an audit
committee, and a nominating committee. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees. Each committee of the Board shall have one or
more directors, and shall have the authority accorded to it in accordance with
the resolution providing for the committee's creation or the applicable
committee charter adopted by the Board, from time to time, except to the extent
inconsistent with Section 712 of the BCL, or successor statutory provision. All
committees, as applicable, shall be in compliance with the applicable rules of
the Securities and Exchange Commission, and the listing standards of the
American Stock Exchange, Inc., or such other exchange upon which the
Corporation's securities are listed for trading. The Board may designate one or
more directors as alternate members of any such committee, who may replace any
absent member or members at any meeting of such committee. Each such committee
shall serve at the pleasure of the Board.

      (b) The Nominating Committee

            (i) The Committee, composed of three (3) directors, all of whom
shall be "independent directors" as defined in the by-laws of the Corporation,
shall identify and recommend to the Board individuals for nomination to fill
vacancies in, and for renomination to, positions as directors of the
Corporation.

            (ii) The members of the nominating committee shall be appointed by
the Board, which shall also designate a chairman of the nominating committee.
Nominating committee members shall serve until their successors are duly elected
and qualified or until their resignation or removal. The members of the
nominating committee may be removed, with or without cause, by a majority vote
of the Board.

            (iii) The nominating committee shall meet as frequently as
circumstances dictate. Meetings may be called by the chairman of the Board or by
any member of the nominating committee. Meetings of the nominating committee may
be held telephonically.

            (iv) The nominating committee may invite to its meetings such
persons it deems appropriate in order to carry out its responsibilities. The
nominating committee may also exclude from meetings of the committee any persons
it deems appropriate in order to carry out its responsibilities.

            (v) The nominating committee may consult with the Corporation's
attorneys in carrying out its responsibilities and shall have the authority to
retain experts and search firms as it deems appropriate, including the authority
to approve the fees payable to such parties. The nominating committee shall have
the following functions in carrying out its responsibilities as set forth in
Section I of this Charter:

      1. Establishing criteria for the selection of directors to serve on the
      Board.

      2. Identifying individuals believed to be qualified as candidates to serve
      on the Board and recommending to the Board the candidates for all
      directors positions to be filled by the Board or by the shareholders at an


                                       19
<PAGE>

      annual or special meeting in accordance with the Corporation's by-laws. In
      identifying candidates for the Board, the nominating committee may take
      into account all factors that it considers appropriate, including, without
      limitation: (a) ensuring that the Board consists of individuals with
      various and relevant career experience, relevant technical skills,
      industry knowledge and experience, financial expertise (including
      experience that could qualify a director as a "financial expert" as that
      term is defined by the rules of the United States Securities and Exchange
      Commission (the "SEC")), local or community ties, (b) individual
      qualifications such as strength of character, familiarity with the
      Corporation's business and industry, independence and ability to work
      collegially, (c) recommendations from the Corporation's chief executive
      officer, which may include recommendations for Board membership by other
      senior members of management. It is anticipated that the nominating
      committee will consider the extent to which a particular candidate would
      fill a present need on the Board.

      3. Making recommendations to the Board as to whether the Board should
      adopt age or term limits or other retirement policies.

      4. Evaluating candidates for nomination to the Board, including those
      recommended by shareholders.

      5. Conducting appropriate inquiries into the backgrounds and
      qualifications of possible candidates.

      6. Considering matters of independence, possible conflicts of interest of
      members of the Board and executive officers and whether candidates for the
      Board have special interests that might impair their ability to represent
      the interests of all shareholders or interact collegially with the other
      directors.

      7. Maintaining minutes or other records of meetings and activities of the
      nominating committee and reporting regularly to the Board concerning the
      meetings and activities of the nominating committee.

            (vi) The nominating committee shall, periodically, perform a
self-review and evaluation as to its performance and the performance of its
members. The nominating committee shall make recommendations to the Board
concerning such improvements to and amendments of this Corporation's certificate
of incorporation as the nominating committee considers necessary, appropriate or
valuable to the Corporation.

Section 19. Compensation of Directors. The Board shall have the power to fix and
from time to time adjust the compensation, if any, to be paid, and the
travelling and incidental expenses to be reimbursed, to directors for attendance
at any regular or special meeting of the Board, or any committee of the Board.
The Board shall also have the power to fix or adjust the compensation, if any,
to be paid, and the reimbursement of any expenses incurred in connection with
any special services rendered by a director or directors. Nothing contained
herein shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.

Section 20. Interested Directors. (a) No contract or other transaction between
the Corporation and one or more of its directors, or between the Corporation and
any other corporation, firm, association or other entity in which one or more of
its directors are directors or officers, or have a substantial financial
interest, shall be either void or voidable for this reason alone or by reason
alone that such director or directors are present at the meeting of the Board,
or of a committee thereof, which approves such contract or transaction, or that
his or their votes are counted for such purpose:

            (1) If the material facts as to such director's interest in such
contract or transaction and as to any such common directorship, officership or
financial interest are disclosed in good faith or known to the Board or
committee,


                                       20
<PAGE>

and the Board or committee approves such contract or transaction by a vote
sufficient for such purpose without counting the vote of such interested
director or, if the votes of the disinterested directors are insufficient to
constitute an act of the Board as defined in section 708 of the BCL, by
unanimous vote of the disinterested directors; or

            (2) If the material facts as to such director's interest in such
contract or transaction and as to any such common directorship, officership or
financial interest are disclosed in good faith or known to the shareholders
entitled to vote thereon, and such contract or transaction is approved by vote
of such shareholders.

      (b) If such good faith disclosure of the material facts as to the
director's interest in the contract or transaction and as to any such common
directorship, officership or financial interest is made to the directors or
shareholders, or known to the Board or committee or shareholders approving such
contract or transaction, as provided in paragraph (a) above, the contract or
transaction may not be avoided by the Corporation for the reasons set forth in
said paragraph (a). If there was no such disclosure or knowledge, or if the vote
of such interested director was necessary for the approval of such contract or
transaction at a meeting of the Board or committee at which it was approved, the
Corporation may avoid the contract or transaction unless the party or parties
thereto shall establish affirmatively that the contract or transaction was fair
and reasonable as to the Corporation at the time it was approved by the Board, a
committee or the shareholders.

      (c) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which approves
such contract or transaction.

Section 21. Organization. At every meeting of the Board, the chairman of the
Board, or in his absence, the president, shall preside. The secretary of the
Corporation or such assistant secretary as the Board shall designate, shall act
as secretary of the Board, or in the absence of such officer at any meeting, the
Chairman may appoint any person to act as secretary of the meeting.

                                   ARTICLE IV
                                    OFFICERS

Section 1. Offices; Election; Term. The officers of the Corporation shall be a
president, a secretary and a treasurer, and such other officers (including a
chairman of the Board and one or more vice presidents, assistant secretaries,
and assistant treasurers) as the Board may determine, each of whom shall be
elected or appointed by the Board and shall perform such duties in the conduct
and management of the business and property of the Corporation as may be
determined by the Board and as hereinafter provided. Any two or more offices may
be held by the same person. Each officer shall hold office for the term for
which he is elected or appointed, and until his successor has been elected or
appointed and qualified, or until his earlier resignation or removal.

Section 2. Chairman of the Board. The chairman of the Board (if there be such an
officer appointed) shall preside at all meetings of the shareholders and the
Board. The chairman of the Board shall perform such other duties and have such
other powers as the Board shall designate from time to time.

Section 3. President. The president shall be the chief executive officer of the
Corporation and shall have general supervision over the business of the
Corporation subject, however, to the control of the Board. The president shall
preside, if there be no Chairman of the Board, or if there be one, then, in his
absence, at all meetings of shareholders and of the Board and shall have all the
powers generally appertaining to the president of a corporation in its daily
operations.

Section 4. Vice President. The vice president, or, if there be more than one,
the executive vice president, shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president. The vice
president(s)


                                       21
<PAGE>

shall have such powers and perform such duties as may be delegated to him by the
president or prescribed by the Board.

Section 5. Secretary. The secretary shall keep or cause to be kept the minutes
of all meetings of the Board, and the minutes of all meetings of the
shareholders, and also, unless otherwise directed, the minutes of all meetings
of committees in books provided for that purpose. He shall give, or cause to be
given, notice of all meetings of shareholders and directors, and all other
notices required by law or by these by-laws, and in case of his absence or
refusal so to do, any such notice may be given by any person thereunto directed
by the president or by the directors or shareholders upon whose request the
meeting is called. He shall have charge of the corporate books and records. He
shall have custody of the seal of the Corporation and affix the same to all
instruments requiring it when authorized by the directors or the president, and
attest the same. He shall file, or cause to be filed, all written requests that
notices be mailed to shareholders at an address other than that which appears on
the record of shareholders. He shall sign with the president or vice president
all certificates representing shares of the Corporation. And he shall, in
general, perform all the duties incident to the office of secretary.

Section 6. Treasurer. The treasurer shall have control of all funds, securities,
evidences of indebtedness and other valuable documents of the Corporation; when
necessary or proper he shall endorse on behalf of the Corporation for collection
checks, notes and other obligations and shall deposit the same to the credit of
the Corporation in such bank or banks or depository as the Board may designate.
He shall receive and give or cause to be given receipts and acquittances for
moneys paid in on account of the Corporation and shall pay out of the funds on
hand all just debts of the Corporation of whatever nature upon maturity of the
same; he shall enter or cause to be entered in books of the Corporation to be
kept for that purpose full and accurate accounts of all moneys received and paid
out on account of the Corporation, and whenever required by the president or the
directors, he shall render a statement of his accounts. He shall keep or cause
to be kept such other books as will show a true record of the expenses, losses,
gains, assets and liabilities of the Corporation; he shall at all reasonable
times exhibit his books and accounts to any director of the Corporation upon
application at the office of the Corporation during business hours; he shall
sign with the president or a vice president certificates representing shares of
the Corporation; he shall perform all other duties and acts incident to the
office of treasurer. He shall, if required by the Board, give the Corporation
security for the faithful performance of his duties in such sum and with such
surety as the Board may determine.

Section 7. Assistant Secretaries and Assistant Treasurers. The assistant
Secretaries and the assistant treasurers, if there be any, may sign with the
president or vice president, certificates representing shares of the
Corporation. The assistant Secretaries and the assistant treasurers shall have
such other powers and shall perform such other duties as may be assigned to them
by the Board, the president or by the secretary or treasurer, respectively. In
the absence or disability of the secretary or the treasurer, the assistant
secretary or the assistant treasurer, respectively, shall perform all their
duties and exercise all their powers. The assistant treasurer may be required to
give security for the faithful performance of his duties in such sum and with
such surety as the Board may require.

Section 8. Removal and Resignations of Officers. Any officer elected or
appointed by the Board may be removed by the Board with or without cause.
Subject to the provisions of any contract of employment, any officer may resign
as such at any time by giving written notice to the president or secretary. Any
such resignation shall take effect at the time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section 9. Vacancies. If the office of any officer becomes vacant, the directors
may appoint any qualified person to fill such vacancy, who shall hold office for
the unexpired term of his predecessor and until his successor is elected or
appointed and qualified.

Section 10. Compensation of Officers. The officers shall receive such salary or
compensation as may be determined by the Board. No officer shall be precluded
from


                                       22
<PAGE>

receiving any compensation by reason of the fact that he is also a director of
the Corporation.

                                    ARTICLE V
                            VOTING UPON STOCK HELD IN
                               OTHER CORPORATIONS

      Unless otherwise ordered by the Board, any shares of stock held by the
Corporation in any other corporation may be voted on behalf of the Corporation
by the president of the Corporation at any meetings of the shareholders of such
other corporation, and at any such meetings or otherwise the president of the
Corporation shall have full power and authority on behalf of the Corporation to
possess and exercise in respect of the shares of stock so held all of the
rights, powers and privileges of individual owners or holders of such stock,
either in person or by attorney or attorneys in fact duly appointed by him. The
Board may by resolution from time to time confer such power and authority upon
any other person or persons.

                                   ARTICLE VI
                   CONTRACTS, BORROWINGS, BANK ACCOUNTS, ETC.

Section 1. Execution of Contracts. The Board may authorize any officer or
officers, agent or agents, in the name and on behalf of the Corporation, to
enter into any contract or execute and deliver any deeds, mortgages, bonds or
other instruments and such authority may be general or confined to specific
instances.

Section 2. Borrowings. No money shall be borrowed on behalf of the Corporation
unless the borrowing of such money shall have been authorized by the vote of the
Board. Any officer duly authorized so to do may effect borrowings at any time
for the Corporation from any bank, trust company, or other institution, or from
any firm, corporation or individual, and for such borrowings may make, execute
and deliver promissory notes, bonds or other certificates or evidence of
indebtedness of the Corporation, and, when duly authorized so to do, may pledge,
hypothecate or transfer any securities or other property of the Corporation as
security for any such borrowings. Such authority may be general or confined to
specific instances.

Section 3. Checks, Drafts, Etc. All checks and drafts and other orders for the
payment of money out of the funds of the Corporation and all bills of exchange,
promissory notes, acceptances, obligations and other evidences of indebtedness
of the Corporation, shall be signed on behalf of the Corporation by such officer
or officers, agent or agents and in such manner as shall from time to time be
determined by resolution of the Board.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositaries as the Board may select or as may be
selected by any officer or officers, agent or agents of the Corporation to whom
such power may from time to time be delegated by the Board.

                                   ARTICLE VII
                                     SHARES

Section 1. Certificates Representing Shares. The shares of the Corporation shall
be represented by certificates in such form as shall be prepared or approved by
the Board and shall be numbered consecutively. The certificates shall be signed
by the president or a vice president and the secretary or an assistant secretary
or the treasurer or an assistant treasurer of the Corporation, and shall be
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of the officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
an officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue. Each certificate shall state upon the face thereof: (i) that the
Corporation is formed under the laws of the State of New York; (ii) the name of
the person or persons to whom issued; and (iii) the number and class of shares,
and the designation of the series, if any, which such certificate represents.


                                       23
<PAGE>

Section 2. Lost, Destroyed and Stolen Share Certificates. Any person claiming a
certificate representing shares to be lost, apparently destroyed or wrongfully
taken shall make an affidavit or affirmation of that fact, and, if required by
the Board, shall give the Corporation an indemnity bond in such form and in such
amount as the Board may determine, to protect it or any person injured by the
issue of the new certificate from any liability or expense which it or they may
incur by reason of the original certificate remaining outstanding, whereupon a
new certificate may be issued of the same tenor and for the same number of
shares as the one alleged to be lost, destroyed or wrongfully taken if the
claimant so requests prior to notice to the Corporation that the lost,
apparently destroyed or wrongfully taken certificate has been acquired by a bona
fide purchaser.

Section 3. Transfer of Shares. The certificated shares of the Corporation shall
be transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the
old certificates duly endorsed or accompanied by evidence of succession,
assignment or authority to transfer shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the list of shareholders and the
transfer books and ledgers, or the transfer agent, or to such other person as
the Board may designate, by whom they shall be cancelled, and new certificates
shall thereupon be issued. A record shall be made of each transfer, and whenever
a transfer shall be made for collateral security, and not absolutely, it shall
be so expressed in the entry of the transfer on the record of shareholders of
the Corporation.

Section 4. Record of Shareholders. The Corporation shall keep at its office in
this state or at the office of its transfer agent or registrar in this state, a
record containing the names and addresses of all shareholders, the number and
class of shares held by each and the dates when they respectively became the
owners of record thereof in written form or in any other form capable of being
converted into written form within a reasonable time. The Corporation shall be
protected in treating the persons in whose names shares stand on the record of
shareholders as the owners thereof for all purposes, and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such shares
on the part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of the State of New
York.

Section 5. Fixing Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board may fix, in advance, a date as the record
date for any such determination of shareholders. Such date shall not be more
than sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. If no record date is fixed, it shall be
determined in accordance with the provisions of the laws of the State of New
York.

Section 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
New York.

                                  ARTICLE VIII
                                    DIVIDENDS

      The Board may, but shall not be required to, declare, and the Corporation
may pay, dividends in cash or its bonds or its property, including the shares or
bonds of other corporations, on its outstanding shares. Such dividends may be
declared or paid out of surplus only and upon such terms and conditions provided
by the certificate of incorporation or by law. Before the declaration and
payment of any dividend, there may be set aside out of the surplus available for
dividends such sum or sums as the directors, from time to time, in their
absolute discretion, think proper, as a reserve fund to meet contingencies, or
for equalizing dividends, or for


                                       24
<PAGE>

repairing or maintaining any property of the Corporation, or for such other
purposes as the directors shall think conducive to the interests of the
Corporation.

                                   ARTICLE IX
                         AMENDMENT AND REPEAL OF BY-LAWS

      Except as provided in the certificate of incorporation, the by-laws may be
adopted, amended or repealed by vote of the holders of the shares at the time
entitled to vote thereon. By-laws may also be adopted, amended or repealed by
the Board, but any by-law adopted by the Board may be amended or repealed by the
shareholders entitled to vote thereon as herein provided.

                                    ARTICLE X
                                 INDEMNIFICATION

Section 1. Right to Indemnification. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, proceeding or suit (including one by or in the
right of the Corporation to procure a judgment in its favor), whether civil or
criminal, by reason of the fact that he, his testator or intestate is or was a
director or officer of the Corporation, or is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the Corporation, against judgments,
fines, amounts paid in settlement and expenses, including attorneys' fees,
actually incurred as a result of or in connection with any such action,
proceeding or suit, or any appeal therefrom, if such director or officer acted
in good faith for a purpose which he reasonably believed to be in or not opposed
to the best interests of the Corporation and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful; provided, however, that no indemnification shall be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his acts were committed in
bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled.
The foregoing right of indemnification shall not be exclusive of other rights to
which he may be entitled or the Corporation shall provide.

Section 2. Authority to Advance Expenses. The foregoing provision for
indemnification of directors and officers shall not limit or restrict the power
and right of the Corporation (i) to provide for indemnification and advancement
of expenses and allowances to any officer or director to the fullest extent
authorized or permitted by the BCL, including Sections 721 through 725 of such
law as presently in effect and as same may be amended and expanded from time to
time, and (ii) to purchase and maintain insurance for indemnification of the
Corporation and directors and officers to the fullest extent authorized by the
BCL, including Section 726 of such law as presently in effect and as same may be
amended and expanded from time to time.

Section 3. Authority to Insure. The Corporation may purchase and maintain
insurance to protect itself and any agent against any expense, whether or not
the Corporation would have the power to indemnify the agent against such expense
under applicable law or the provisions of this Article.

Section 4. Survival of Rights. The rights provided by this Article shall
continue as to a person who has ceased to be an agent with regard to acts
undertaken during the period in which such person was an agent of the
Corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

Section 5. Settlement of Claims. The Corporation shall not be liable to
indemnify any agent under this Article (i) for any amounts paid in settlement of
any action of claim effected without the Corporation's written consent, which
consent shall not be unreasonably withheld, or (ii) for any judicial award if
the Corporation was not given a reasonable and timely opportunity, at its
expense, to participate in the defense of such action.


                                       25
<PAGE>

Section 6. Effect of Amendment. Any amendment, repeal, or modification of this
Article shall not adversely affect any right or protection of any agent existing
at the time of such amendment, repeal, or modification.

Section 7. Subrogation. In the event of payment under this Article, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the agent, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Corporation effectively to
bring suit to enforce such rights.

Section 8. No Duplication of Payments. The Corporation shall not be liable under
this Article to make any payment in connection with any claim made against the
agent to the extent the agent has otherwise actually received payment (under any
insurance policy, agreement, vote, or otherwise) of the amounts otherwise
indemnifiable hereunder.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

1. Fiscal Year. The fiscal year of the Corporation shall be fixed, and may be
changed from time to time, by resolution of the Board.

2. Seal of Corporation. The seal of the Corporation shall be circular in form
and have inscribed thereon the name of the Corporation, the year of its
organization, and the words "Corporate Seal" and "New York". The seal shall be
in the charge of the secretary. If and when so directed by the Board or the
president, a duplicate of the seal may be kept and used by the secretary,
assistant secretary, treasurer or assistant treasurer. The seal may be used by
causing it or a facsimile to be affixed or impressed or reproduced in any other
manner.

3. Reference to Certificate of Incorporation. References in these by-laws to the
certificate of incorporation shall include all amendments thereto or changes
thereof unless specifically excepted.

                               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 13, 2004
------------
    Date


                                       26