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 September 30, 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 November 12, 2004
             -------                            --------------------------------
Common stock, $.33-1/3 par value                        1,011,404 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) -
                        September 30, 2004 and June 30, 2004                  1

                        Statements of Income (Unaudited) -
                        Three Months Ended September 30, 2004 and 2003        3

                        Statements of Cash Flows (Unaudited)-
                        Three Months Ended September 30, 2004 and 2003        4

                        Notes to Financial Statements (Unaudited)             5

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

          Item 4    Controls and Procedures                                  10

PART II   OTHER INFORMATION AND SIGNATURES

          Item 1    Legal Proceedings                                        11

          Item 2    Unregistered Sales of Equity Securities                  11

          Item 4    Submission of Matters to a Vote of Security Holders      11

          Item 5    Other Information                                        11

          Item 6    Exhibits                                                 11

          SIGNATURES                                                         12

<PAGE>

                          PART I: Financial Information

                         ESPEY MFG. & ELECTRONICS CORP.

                           Balance Sheets (Unaudited)

                      September 30, 2004 and June 30, 2004
                      ------------------------------------
                                   A S S E T S

                                                          2004          2004
                                                     September 30,     June 30,
                                                     -------------   -----------

ASSETS:

     Cash and cash equivalents                        $11,873,233    $12,310,972
     Short term investments                             1,440,000      1,056,000
     Trade accounts receivable, net                     2,869,707      2,140,397
     Other receivables                                      7,199          1,809

     Inventories:
           Raw materials and supplies                   1,546,909      1,543,930
           Work-in-process                              3,932,555      3,390,133
           Costs relating to contracts in
               process, net of advance payments of
               $556,150 at September 30, 2004 and
               $905,646 at June 30, 2004                4,272,160      5,151,234
                                                      -----------    -----------

                         Total inventories              9,751,624     10,085,297
                                                      -----------    -----------

     Deferred income taxes                                 76,876         76,876
     Prepaid expenses and other current assets            271,812        359,393
                                                      -----------    -----------

                         Total current assets          26,290,451     26,030,744
                                                      -----------    -----------

     Property, plant and equipment, net                 3,086,555      3,100,516
                                                      -----------    -----------

                         Total assets                 $29,377,006    $29,131,260
                                                      ===========    ===========

See accompanying notes to the financial statements.

                                                                     (Continued)


                                       1
<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.

                      Balance Sheets (Unaudited), Continued

                      September 30, 2004 and June 30, 2004

                      ------------------------------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                               2004            2004
                                                           September 30,      June 30,
                                                           -------------    -----------
<S>                                                         <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:

      Accounts payable                                      $   746,732     $   250,675
      Accrued expenses:
        Salaries, wages and commissions                          61,652          44,519
        Employees' insurance costs                                8,791           7,487
        Vacation                                                386,997         451,516
        Other                                                    54,311          50,370
      Payroll and other taxes withheld and accrued               34,529          26,000
      Income taxes payable                                       84,802         134,471
                                                            -----------     -----------
                   Total current liabilities                  1,377,814         965,038
                                                            -----------     -----------
      Deferred income taxes                                     335,047         324,316
                                                            -----------     -----------
                   Total liabilities                          1,712,861       1,289,354
                                                            -----------     -----------

      Common stock, par value .33-1/3 per share
        Authorized 10,000,000 shares; issued 1,514,937
        shares on September 30, 2004 and June 30, 2004
        Outstanding 1,010,804 and 1,014,618 on September
        30, 2004 and June 30, 2004, respectively                504,979         504,979

      Capital in excess of par value                         10,410,675      10,411,915

      Retained earnings                                      24,820,884      24,911,920
                                                            -----------     -----------
                                                             35,736,538      35,828,814

      Less:  Common stock subscribed                                 --              --

            Cost of 504,133 and 500,319 shares on
            September 30, 2004 and June 30, 2004
            respectively of common stock in treasury         (8,072,393)     (7,986,908)
                                                            -----------     -----------
                   Total stockholders' equity                27,664,145      27,841,906
                                                            -----------     -----------
                          Total liabilities and
                          stockholders' equity              $29,377,006     $29,131,260
                                                            ===========     ===========
</TABLE>

See accompanying notes to the financial statements.


                                       2
<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.

                        Statements of Income (Unaudited)

                 Three Months Ended September 30, 2004 and 2003
             ------------------------------------------------------

                                                             Three Months
                                                          2004           2003
                                                      --------------------------

Net sales                                             $ 4,730,327    $ 5,095,317
Cost of sales                                           4,081,185      4,195,145
                                                      -----------    -----------
        Gross profit                                      649,142        900,172

Selling, general and
  administrative expenses                                 600,679        549,803
                                                      -----------    -----------
        Operating income                                   48,463        350,369
                                                      -----------    -----------

Other income (expense)

        Interest and
          dividend income                                  34,870         23,365
        Other                                               3,217          1,240
                                                      -----------    -----------
                                                           38,087         24,605
                                                      -----------    -----------
Income before income taxes                                 86,550        374,974

Provision for income taxes                                 25,965         94,009
                                                      -----------    -----------

               Net income                             $    60,585    $   280,965
                                                      ===========    ===========

Net income per share:

Basic and diluted
  Net income per share                                $       .06    $       .28
                                                      -----------    -----------
Weighted average number of shares outstanding:
        Basic                                           1,013,160      1,016,105
        Diluted                                         1,020,880      1,018,805
                                                      ===========    ===========

See accompanying notes to the financial statements.


                                       3
<PAGE>

                         ESPEY MFG. & ELECTRONICS CORP.
                      Statements of Cash Flows (Unaudited)
                 Three Months Ended September 30, 2004 and 2003

<TABLE>
<CAPTION>
                                                                   September 30,
                                                                2004            2003
                                                            -----------     -----------
<S>                                                         <C>             <C>
Cash Flows From Operating Activities:

      Net income                                            $    60,585     $   280,965

      Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
      Depreciation                                              127,722         122,901
      Deferred income tax                                        10,731          33,200
      Changes in assets and liabilities:
           Increase in receivables                             (734,700)       (371,645)
           Decrease in inventories                              333,673         631,807
           Decrease in prepaid expenses
               and other current assets                          87,581          27,974
           Increase (Decrease) in accounts payable              496,057          (7,273)
           Increase in accrued salaries, wages
               and commissions                                   17,133           7,060
           Increase in accrued employee
               insurance costs                                    1,304             424
           Increase (Decrease) in other accrued expenses          3,941         (25,290)
           Decrease in vacation accrual                         (64,519)        (65,450)
           Increase in payroll & other
               taxes withheld and accrued                         8,529           5,413
           Decrease in income taxes payable                     (49,669)       (151,908)
           Increase in ESOP payable                                  --         134,413
                                                            -----------     -----------
                        Net cash provided by
                        operating activities                    298,368         622,591
                                                            -----------     -----------
Cash Flows From Investing Activities:

      Additions to property, plant & equipment                 (113,761)        (66,140)
      Purchase of short term investments                       (384,000)             --
                                                            -----------     -----------
                        Net cash used
                        by investing activities                (497,761)        (66,140)
                                                            -----------     -----------
Cash Flows From Financing Activities:

      Dividends on common stock                                (151,621)       (632,946)
      Purchase of treasury stock                                (90,315)       (170,093)
      Proceeds from exercise of stock options                     3,590          36,565
                                                            -----------     -----------
                        Net cash used in
                        financing activities                   (238,346)       (766,474)
                                                            -----------     -----------
Decrease in cash and cash equivalents                          (437,739)       (210,023)
Cash and cash equivalents, beginning of period               12,310,972      10,996,483
                                                            -----------     -----------
Cash and cash equivalents, end of period                     11,873,233      10,786,460
                                                            ===========     ===========
Income Taxes Paid                                           $    64,903     $   216,501
                                                            ===========     ===========
</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 United  States
generally accepted accounting  principles have been condensed or omitted.  These
financial  statements  should be read in  conjunction  with the  Company's  most
recent audited financial statements included in its 2004 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.  Effective June 30, 2004, the ESOP loan was paid in
full and all shares in the ESOP are allocated to participant's  accounts.  As of
September 30, 2004, there were 236,735 shares allocated to participants.

Note 4. Stock Based Compensation

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.

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.


                                       5
<PAGE>

                                                   Three Months
                                                Ended September 30
                                               2004            2003
                                            -------------------------
      Net income
      as reported                           $  60,585       $ 280,965

      Deduct: Total stock-based
      employee compensation
      expense determined under
      fair value based method
      for all awards, net of
      related  tax effects                     (8,377)         (9,227)
                                            ---------       ---------
      Pro forma net income                  $  52,208       $ 271,738
                                            =========       =========
      Net income per share:

         Basic-as reported                  $     .06       $     .28
                                            =========       =========
         Basic-pro forma                    $     .05       $     .27
                                            =========       =========

         Diluted-as reported                $     .06       $     .28
                                            =========       =========
         Diluted-pro forma                  $     .05       $     .27
                                            =========       =========

Note 5. Commitments and Contingencies

The Company has entered into standby letters of credit agreements with financial
institutions  primarily  relating  to the  guarantee  of future  performance  on
certain  contracts.  Contingent  liabilities on outstanding  standby  letters of
credit agreements aggregated  approximately  $190,000 at September 30, 2004. The
Company does not expect to fund any of the amounts under the standby  letters of
credit.

The Company also has an operating lease commitment for a copier machine for $500
per month which expires on June 1, 2008.


                                       6
<PAGE>

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. 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

Management of the Company is optimistic about the future of the Company.  In the
first quarter of fiscal 2005, the Company received approximately $4.8 million in
new orders. These orders include both follow-on production quantities for mature
products,  and engineering  development  orders which will enable the Company to
utilize its engineering  expertise in developing new customer specific products.
These products, once developed,  will be produced in the Company's manufacturing
facility and are expected to provide  large  production  order  quantities  over
several years.  These orders are in line with the Company's  strategy of getting
involved in long-term high quantity military programs.

Management  expects to receive several more orders in fiscal 2005.  These orders
will increase the  Company's  backlog  which is  approximately  $15.5 million at
November 10, 2004.  Many  potential  orders are  currently  being  discussed and
negotiated with our customers. In addition to the backlog, the Company currently
has  outstanding  quotations  representing  in  excess  of  $38  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  already in  service,  a number of
contracts for the further  development  and  manufacture  of power  supplies and
transformers,as  well as, additional contracts for pre-engineered  hardware.  We
expect these contracts to substantially increase sales in years beyond 2005. 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.


                                       7
<PAGE>

Management,  along with the Board of  Directors,  continues to evaluate the need
and use of the  Company's  working  capital.  Expectations  are that the working
capital will be required to fund the  expected  increase in orders over the next
several quarters,  dividend  payments,  and general  operations of the business.
Also, the Mergers and Acquisitions  committee of the Board continues to evaluate
potential strategic alternatives.

As stated in the  Company's  10-K filed for the year ended  June 30,  2004,  the
Company  anticipates  a decrease in sales for fiscal 2005.  During  fiscal 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  $15.4
million  at June 30,  2004 gave the  Company a solid base of future  sales,  the
Company continues to anticipate a reduction of sales during fiscal 2005.

Critical Accounting Policies and Estimates

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

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 overhead  costs.  The  estimation  of cost at completion of a
contract is subject to numerous variables involving contract costs and estimates
as to the length of time to complete the contract. Given the significance of the
estimation  processes  and  judgments  described  above,  it  is  possible  that
materially  different  amounts of contract  costs could be recorded if different
assumptions were used, based on changes in  circumstances,  in the estimation of
cost at  completion.  When a change in 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  September  30, 2004 were  $4,730,327  as
compared  to  $5,095,317  for the same  period  in 2003.  The  $364,990  or 7.2%
decrease in sales for the three month period ended  September 30, 2004 is mainly
due to a decrease in shipments of radar transmitter components.

The primary factor in determining gross profit and net income is product mix. 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  September  30, 2004,  gross
profit and net income were lower, as shipments were made on less mature programs
with lower gross margins,  as compared to the three month period ended September
30, 2003. In addition,  the Company continued to invest in engineering contracts
that  resulted  in charges to cost of sales for loss  contracts  in the  current
accounting period. These contracts are expected to improve the operating results
of the Company when the  engineering  phase of these contracts are completed and
follow-on production orders are received.  Also, as discussed above, the overall
decrease in net sales contributed to the decline in gross profit and net income.
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 September 30, 2004
was 178 people compared to 193 people at September 30, 2003.


                                       8
<PAGE>

The backlog at September 30, 2004 was  approximately  $15.6 million  compared to
approximately  $20.9  million at  September  30, 2003.  Management  continues to
market the  engineering  capabilities  and products of the  Company.  Currently,
approximately  $38 million in quotations are outstanding to various customers of
the Company. New orders for the quarter totaled approximately $4.8 million.

Selling,  general and administrative expenses were $600,679 for the three months
ended  September 30, 2004,  an increase of $50,876  compared to the three months
ended  September  30,  2003.  The  increase is  primarily  due to an increase in
professional fees and general selling salaries.

Other income for the three months ended  September 30, 2004 increased to $38,087
as compared to $24,605 for the three  months  ended  September  30,  2003.  This
increase is due to the higher return on short-term investments. The Company does
not believe there is significant  risk  associated  with its investment  policy,
since at September 30, 2004 all of the investments are primarily  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 income tax rate at September 30, 2004 and 2003
was 30.0% and 25.1%,  respectively.  The effective tax rate  fluctuates  between
periods  and is less  than the  statutory  tax rate  mainly  due to the  foreign
exportation benefit the Company receives on its foreign sales.

Liquidity and Capital Resources

As of  September  30,  2004,  the Company had working  capital of $24.9  million
compared to $25.1  million at June 30, 2004.  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:

                                                Three Months Ended September 30,
                                                --------------------------------
                                                     2004              2003
                                                  ---------         ---------

Net cash provided by operating activities         $ 298,368         $ 622,591
Net cash used provided by investing activities     (497,761)          (66,140)
Net cash used in financing activities              (238,346)         (766,474)

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 by investing activities is due to
the purchase of  short-term  certificates  of deposit.  The decrease in net cash
used in financing  activities  is due mainly to decreased  dividends.  The first
quarter of fiscal  year ended June 30,  2004  included  the payment of a special
dividend in the amount of $506,357 or $.50 per share.

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  three
months of fiscal 2004 capital expenditures were $113,761.

During the three months ended September 30, 2004, the Company  repurchased 4,014
shares of its common stock for a total of $90,315. The Company repurchased 9,529
shares of its common stock for a total of $170,093 during the three months ended
September   30,  2003.  As  of  September  30,  2004,   under   existing   Board
authorization, $452,251 could be utilized to repurchase shares of company stock.
For the three month period ended  September  30,  2004,  200 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

            None

Item 2.     Unregistered Sales of Equity Securities and Securities Repurchased

            (a)   Securities Sold - For the three month period  ended  September
                                    30, 2004,  200 stock options were  exercised
                                    under the  Company's  existing  stock option
                                    plan. The securities  were sold for cash and
                                    were  made  without  registration  under the
                                    Securities   Act  in   reliance   upon   the
                                    exemption from  registration  afforded under
                                    Section 4(2) of the  Securities Act of 1933.
                                    Proceeds  were  used  for  general   working
                                    capital purposes.

            (c)   Securities Repurchased

                      Purchases of Equity Securities

                                                   Total Number  Maximum Number
                                                     of Shares   (or Approximate
                                                     Purchased   Dollar Value)
                                                    as Part of     of Shares
                               Total      Average    Publicly     that May Yet
                              Number       Price     Announced    Be Purchased
                             of Shares     Paid       Plan or    Under the Plan
            Period           Purchased   per Share    Program    or Program (1)
            --------------------------------------------------------------------
            August 1 to
            August 31, 2004    4,014      $22.50       4,014        $452,251
            --------------------------------------------------------------------
            Total              4,014                   4,014
            ====================================================================

            (1) The Board of Directors has  authorized the Company to repurchase
            up to $452,251 of its common stock pursuant to an ongoing plan.

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

            None

Item 5.     Other Information

            None

Item 6.     Exhibits

            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


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<PAGE>

                               S I G N A T U R E S

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

                                          ESPEY MFG. & ELECTRONICS CORP.


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


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

November 12, 2004
-----------------
     Date


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