U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 27, 2009.
|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.
                 For the transition period from ______ to _____.

                          Commission File Number 0-5278
                                 IEH CORPORATION
                 (Name of Small Business Issuer in Its Charter)

                NEW YORK                                 13-5549348
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
               In Company)

        140 58th Street, Suite 8E
           Brooklyn, NY 11220                          (718) 492-9673
(Address of Principal Executive Offices)         (Issuer's Telephone Number,
                                                    Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Act: Common Stock, $.01 Par
Value Per Share

Indicate by check mark if Registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act. Yes |_| No |X|

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, as
amended (the "Exchange Act") 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 a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):

                 Large accelerated filer |_|   Accelerated filer |_|
                 Non-accelerated filer |_|     Smaller reporting company |X|
                 (do not check if a smaller reporting company)

Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form and no disclosure
will be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.|X|


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<PAGE>

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the Registrant's most recently completed second fiscal
quarter (September 26, 2008): $3,924,900.60.

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

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date: On July 10, 2009, the
Registrant had 2,303,468 shares of common stock issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(e) under the Securities Act of 1933.

                                      None


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<PAGE>

                                 IEH CORPORATION
                               INDEX TO FORM 10-K
                                                                            Page

PART I.......................................................................  5

   ITEM 1.   DESCRIPTION OF BUSINESS.........................................  5
   ITEM 1A.  RISK FACTORS.................................................... 10
   ITEM 1B.  UNRESOLVED STAFF COMMENTS....................................... 10
   ITEM 2.   DESCRIPTION OF PROPERTY......................................... 10
   ITEM 3.   LEGAL PROCEEDINGS............................................... 10
   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS......... 11

PART II...................................................................... 12

   ITEM 5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
                AND ISSUER'S PURCHASES OF EQUITY SECURITIES.................. 12
   ITEM 6.   SELECTED FINANCIAL DATA......................................... 13
   ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        13
   ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK ...... 20
   ITEM 8.   FINANCIAL STATEMENTS............................................ 20
   ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH
                ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE........... 20
   ITEM 9A.  CONTROLS AND PROCEDURES......................................... 20
   ITEM 9B.  OTHER INFORMATION............................................... 22

PART III..................................................................... 22

   ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE ........ 22
   ITEM 11.  EXECUTIVE COMPENSATION.......................................... 24
   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT AND RELATED STOCKHOLDER MATTERS...................... 26
   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................. 26
   ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.......................... 27

PART IV      ................................................................ 28

   ITEM 15.  EXHIBITS........................................................ 28

   SIGNATURES

References in this Annual Report to, the terms "Company", "IEH", "we", "us" and
"our" refer to IEH Corporation, unless otherwise stated or the context clearly
indicates otherwise.


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<PAGE>

                           Forward Looking Statements

This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended (the "1934 Act") and
Section 27A of the Securities Act of 1933 (the "1933 Act"). Any statements
contained in this report that are not statements of historical fact may be
forward-looking statements. When we use the words "anticipates," "plans,"
"expects," "believes," "should," "could," "may," "will" and similar expressions,
we are identifying forward-looking statements. Further, all statements that
express expectations, estimates, forecasts or projections are forward-looking
statements within the meaning of the 1933 Act and 1934 Act, respectively.
Forward-looking statements involve risks and uncertainties, which may cause our
actual results, performance or achievements to be materially different from
those expressed or implied by forward-looking statements. These factors include
our limited experience with our business plan; pricing pressures on our product
caused by competition; the risk that our products will not gain market
acceptance; our ability to obtain additional financing; our ability to protect
intellectual property; and our ability to attract and retain key employees.

Except as may be required by applicable law, we do not undertake or intend to
update or revise our forward-looking statements, and we assume no obligation to
update any forward-looking statements contained in this report as a result of
new information or future events or developments. Thus, you should not assume
that our silence over time means that actual events are bearing out as expressed
or implied in such forward-looking statements. You should carefully review and
consider the various disclosures we make in this report and our other reports
filed with the Securities and Exchange Commission ("SEC") that attempt to advise
interested parties of the risks, uncertainties and other factors that may
affect our business.


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<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1. Description of Business

        IEH Corporation (hereinafter referred to as the "Company") was organized
        under the laws of the State of New York on March 22, 1943 under the name
        Industrial Heat Treating Company, Inc. On March 15, 1989, the Company
        changed its name to its current name. The Company's executive offices
        and manufacturing facilities are located at 140 58th Street, Suite 8E,
        Brooklyn, New York 11220. The Company's telephone number is (718)
        492-4448; Fax: 718-492-9898; its email address is ieh@iehcorp.com.

        The Company has been approved by the federal government as a "Hub-zone
        small business Company". This classification is monitored, and while the
        Company must remain competitive, it is taken into account by large
        business concerns when awarding specific contracts.

        The majority of the Company's customers require that the Company
        maintain a quality system in strict accordance with ISO 9001. This is an
        International Standard Organization (ISO) specification for which the
        Company has been audited and has received certification to ISO
        9001:2000. The Company's quality policy is: "Listening to our Customers
        and meeting their needs, while continuously improving our processes and
        services."

        The Company has developed a web site that reflects the standard catalog
        items we produce. The web site is an ongoing project and we will
        continue to add special items and newsworthy information to it. The
        Company's web site can be viewed by going to: http://www.iehcorp.com.

        The Company designs, develops and manufactures printed circuit
        connectors for high performance applications. Our customers consist of
        OEM's (Original Equipment Manufacturers), and Distributors who sell our
        products to OEMs. We sell our products directly and through regional
        representatives located in the United States and Canada.

        The customers we service are in the government, aerospace, medical,
        automotive, test equipment and commercial electronics markets. We appear
        on the Military Qualified Product Listing "QPL" to MIL-DTL-55302 and
        supply customer requested modifications to this specification. Sales to
        the commercial electronic market and military defense market were 30%
        and 69%, respectively, of the Company's net sales for the year ended
        March 27, 2009.

        In order to remain competitive, the Company has an internal program to
        upgrade and maintain machinery (to increase production), review material
        costs and increase labor force productivity.

        New Product Development

        The Company is sought after by many of its customers to design and
        manufacture custom connectors for them. This environment has resulted in
        the development of many new products and technologies.

        The Company has developed a new technology for a high speed connector
        module for one of its customers. Because it has been so well received,
        it will be used in five (5) other programs for which such customer has
        contracts.


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<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1. Description of Business (continued)

        New Product Development (continued)

        A circular plastic line of connectors has been developed for the medical
        industry. We have received production orders for various sizes. We
        expect this product line to gain acceptance going forward.

        In addition to the many standard products we manufacture, it is in the
        area of custom connector design and manufacture that the Company faces
        its biggest challenge. To meet this challenge, we are able to draw upon
        our dedicated staff of engineers. We work with many designs and will
        continue to support our customers in all their requirements.

        Commitments

        The Company has a collective bargaining multi-employer pension plan
        ("Multi-Employer Plan") with the United Auto Workers of America, Local
        259. Contributions are made in accordance with a negotiated labor
        contract and are based on the number of covered employees employed per
        month. With the passage of the Multi-Employer Pension Plan Amendments
        Act of 1990 (the "1990 Act"), the Company may become subject to
        liabilities in excess of contributions made under the collective
        bargaining agreement. Generally, these liabilities are contingent upon
        the termination, withdrawal, or partial withdrawal from the
        Multi-Employer Plan. The Company has not taken any action to terminate,
        withdraw or partially withdraw from the Multi-Employer Plan nor does it
        intend to do so in the future. Under the 1990 Act, liabilities would be
        based upon the Company's proportional share of the Multi-Employer Plan's
        unfunded vested benefits, which is currently not available. The amount
        of accumulated benefits and net assets of such Plan also is not
        currently available to the Company. The total contributions charged to
        operations under such Plan were $101,695 for the year ended March 27,
        2009 and $80,667 for the year ended March 28, 2008.

        On September 15, 2008, the Company was notified by the State of New York
        Workers' Compensation Board (the "Board") that the Trade Industry
        Workers' Compensation Trust for Manufacturers (the "Trust") had
        defaulted. As a member of this self-insured group, the Company was
        assessed on an estimated basis by the Board for its allocable share
        necessary to discharge all liabilities of the Trust.

        The estimated assessment pertains to the years 2002 through 2006. The
        Company was advised that there may be an additional assessment for the
        year 2007 and that the estimated assessments for the year 2002 through
        2006 are subject to additional review and adjustment.

        The assessed amount for the years 2002 through 2006 was $101,362. The
        assessed amount for each year is detailed as follows:

                                  2002      $  16,826
                                  2003         24,934
                                  2004         31,785
                                  2005         14,748
                                  2006         13,069
                                               ------
                                             $101,362
                                             ========


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<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1. Description of Business (continued)

        Commitments (continued)

        The Company did have the option of paying this assessment as a lump sum
        amount or paying off the assessment over a 60 month period. The Company
        has elected the deferral option, and is making monthly payments of
        $1,689 for 59 months, and $1,711 for the 60th and final month. The
        Company had recorded this assessment as a charge to Cost of Sales in the
        quarter ended December 26, 2008. As of March 27, 2009, the current
        portion of this assessment liability was $20,268 and the long-term
        portion was $67,579.

        Marketing and Sales

        The market for connectors and interconnection devices, domestic and
        worldwide, is highly fragmented as a result of the manufacture by many
        companies of a multitude of different types and varieties of connectors.
        For example, connectors include: printed circuit, rectangular I/O,
        circular, planar (IOC) RF coax, IC socket and fiber optic. The Company
        has been servicing a niche in the market by manufacturing HYPERTAC (TM)
        connectors and innovative Company-designed printed circuit connectors
        such as the COMTAC connectors. Previously, the Company was one of only
        three licensed manufacturers of the HYPERTAC (TM) design in the United
        States. In the fiscal year 1996, the Company learned that the other two
        licensees had merged. Moreover, the Company, based upon advice of
        counsel, determined that the HYPERTAC technology was no longer protected
        by a patent, and therefore was in the public domain. As a result, the
        Company notified the licensor that it would no longer be bound by the
        terms of its license agreement and the Company ceased making license
        payments. The Company has received a brief notice from the licensor that
        it disputed the Company's interpretations and demanded return of certain
        equipment. No legal proceedings have been instituted by the licensor and
        the Company has not received any further notices. The Company does not
        anticipate manufacturing other types of connectors in the immediate
        future. The Company is continuously experimenting with innovative
        connection designs, which may cause it to alter its marketing plans in
        the future if a market should develop for any of its current or future
        innovative designs.

        The Company's products are marketed to original equipment manufacturers
        directly and through distributors serving primarily the government,
        military, aerospace and commercial electronics markets. The Company is
        also involved in developing new connectors for specific uses, which
        result from changes in technology. This includes the COMTAC connectors.
        The Company assists customers in the development and design of
        connectors for specific customer applications. This service is marketed
        to customers who require the development of connectors and
        interconnection devices specially designed to accommodate the customers
        own products.

        The Company is primarily a manufacturer and its products are essentially
        basic components of larger assemblies of finished goods. Approximately
        96% of the Company's net sales for the years ended March 27, 2009 and
        March 28, 2008, were made directly to manufacturers of finished products
        with the balance of the Company's products sold to distributors.
        Distributors often purchase connectors for customers who do not require
        large quantities of connectors over a short period of time but rather
        require small allotments of connectors over an extended period of time.


                                      -7-
<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1. Description of Business (continued)

        Marketing and Sales (continued)

        Three of the Company's customers accounted for 26% of the Company's net
        sales for the year ended March 27, 2009. Each of those customers
        accounted for approximately 9% of the Company's sales. Three of the
        Company's customers accounted for 30% of the Company's net sales for the
        year ended March 28, 2008. The Company currently employs 15 independent
        sales representatives to market its products in all regions in the
        United States.

        These independent sales representatives also promote the product lines
        of other electronics manufacturers; however, they do not promote the
        product lines of competitors, which compete directly with the Company's
        products. These sales representatives accounted for approximately 94% of
        Company sales (with the balance of Company sales being generated via
        direct customer contact) for the year ended March 27, 2009.

        International sales accounted for less than 1% of sales for the years
        ended March 27, 2009 and March 28, 2008, respectively.

        Backlog of Orders/Capital Requirements

        The backlog of orders for the Company's products amounted to
        approximately $4,554,000 at March 27, 2009, as compared to $3,650,000 at
        March 28, 2008. A portion of these orders are subject to cancellation or
        postponement of delivery dates and, therefore, no assurance can be given
        that actual sales will result from these orders. The Company does not
        foresee any problems, which would prevent it from fulfilling its orders.

        Competition

        The design, development, manufacture and distribution of electrical
        connectors and interconnection devices is a highly competitive field.
        The Company principally competes with companies who produce high
        performance connectors in printed circuits and wireboards for high
        technology application. The Company competes with respect to their
        abilities to adapt certain technologies to meet specific product
        applications; in producing connectors cost-effectively; and in
        production capabilities. In addition, there are many companies who offer
        connectors with designs similar to those utilized by the Company and are
        direct competitors of the Company.

        The primary basis upon which the Company competes is product performance
        and production capabilities. The Company usually receives job orders
        after submitting bids pursuant to customer-issued specifications. The
        Company also offers engineering services to its customers in designing
        and developing connectors for specialized products and specific customer
        applications. This enables the Company to receive a competitive
        advantage over those companies who basically manufacture connectors
        based solely or primarily on cataloged specifications. Many of the
        Company's competitors have greater financial resources, market
        penetration and experience than the Company and no assurances can be
        given that the Company will be able to compete effectively with these
        companies in the future.


                                      -8-
<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1. Description of Business (continued)

        Suppliers of Raw Materials and Component Parts

        The Company utilizes a variety of raw materials and manufactured
        component parts, which it purchases from various suppliers. These
        materials and components are available from numerous sources and the
        Company does not believe that it will have a problem obtaining such
        materials in the future.

        However, any delay in the Company's ability to obtain necessary raw
        materials and component parts may affect its ability to meet customer
        production needs. In anticipation of such delays, the Company carries an
        inventory of raw materials and component parts to avoid shortages and to
        insure continued production.

        Research & Development

        The Company provides personalized engineering services to its customers
        by designing connectors for specific customer applications. The
        employment of electromechanical engineers is the anticipated cornerstone
        of the Company's future growth. The Company maintains a testing
        laboratory where its engineers experiment with new connector designs
        based on changes in technology and in an attempt to create innovative,
        more efficient connector designs.

        The Company expended $0 and $15,000 for the years ended March 27, 2009
        and March 28, 2008, respectively, on customer sponsored research and
        development activities relating to the development of new designs,
        techniques and the improvement of existing designs. The Company was
        fully reimbursed by its customers for this research.

        Employees

        The Company presently employs approximately 107 people, two (2) of whom
        are executive officers; three (3) are engaged in management activities;
        three (3) provide general and administrative services and approximately
        99 are employed in manufacturing and testing activities. The employees
        engaged in manufacturing and testing activities are covered by a
        collective bargaining agreement with the United Auto Workers of America,
        Local 259 (the "Union"), which expired on March 31, 2009 and was
        renegotiated and extended until March 31, 2012. The Company believes
        that it has a good relationship with its employees and the Union.

        Patents and Licenses

        Electrical connectors and interconnection devices are usually the
        subject of standard designs; therefore, only innovations of standards
        designs or the discovery of a new form of connector are patentable. The
        Company is continuously attempting to develop new forms of connectors or
        adaptations of current connector designs in an attempt to increase
        performance and decrease per unit costs. The Company has developed and
        designed the COMTAC connector, which was patented on January 19, 1988,
        at which time the patent was assigned to the Company.


                                      -9-
<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1. Description of Business (continued)

        Governmental Regulations

        The Company is subject to federal regulations under the Occupational
        Safety and Health Act ("OSHA") and the Defense Electrical Supply Command
        ("DESC"). OSHA provides federal guidelines and specifications to
        companies in order to insure the health and safety of employees. DESC
        oversees the quality and specifications of products and components
        manufactured and sold to the government and the defense industry.
        Although DESC continuously requires suppliers to meet changing
        specifications, the Company has not encountered any significant problems
        meeting such specifications and its products have, in the past, been
        approved. The Company is unaware of any changes in the government's
        regulations, which are expected to materially affect the Company's
        business.

Item 1A. Risk Factors

        We are a "smaller reporting company" as defined by Regulation S-K and as
        such, are not required to provide the information contained in this item
        pursuant to Regulation S-K.

Item 1B. Unresolved Staff Comments

        We are a "smaller reporting company" as defined by Regulation S-K and as
        such, are not required to provide the information contained in this item
        pursuant to Regulation S-K.

Item 2. Description of Property

        The Company is obligated under its lease for its facility through August
        23, 2011, at minimum annual rentals as follows:

                  Fiscal year ending March:

                   2010                     $   168,384
                   2011                         112,256
                                            -----------

                                            $   280,640
                                            ===========

        The Company leases approximately 20,400 feet of space, of which it
        estimates; 6,000 square feet are used as executive, sales and
        administrative offices and 14,400 square feet are used for its
        manufacturing and plating operations.

        The rental expense for the years ended March 27, 2009 and March 28, 2008
        was $145,068, respectively. In addition to the base rent, the Company
        pays real estate taxes, insurance premiums and utility charges relating
        to the use of the premises. The Company considers its present facilities
        to be adequate for its present and anticipated future needs.

Item 3. Legal Proceedings

        Except as described below, the Company is not a party to or aware of any
        pending or threatened legal proceedings which, in the opinion of the
        Company's management, would result in any material adverse effect on its
        results of operations or its financial condition.


                                      -10-
<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 3. Legal Proceedings (continued)

        In November 2006, three former employees of the Company filed claims
        with the New York State Division of Human Rights ("SDHR") alleging
        national origin discrimination The SDHR acts as an investigative and
        adjudicative agency. With respect to its adjudicative function, the SDHR
        resolves complaints by conducting public hearings before administrative
        law judges. The SDHR does not litigate claims in court on behalf of
        claimants. On December 27, 2008, the SDHR issued a determination that
        probable cause existed that the Company may have violated applicable law
        and directed that a public hearing be held before an administrative law
        judge with respect to each former employee's claim. The SDHR has not yet
        scheduled these matters for hearing. The SDHR is authorized to award
        legal and equitable relief, including, reinstatement, back pay, and
        compensatory damages. The Company intends to vigorously defend these
        claims and believes that there are meritorious defenses in each case.

Item 4. Submission of Matters to Vote of Security Holders

        No matters were submitted to shareholders during the fourth quarter for
        the fiscal year ended March 27, 2009.


                                      -11-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

        Principal Market

        The common stock of the Company (the "common stock") is traded in the
        Over-The-Counter Market and is quoted on the National Association of
        Securities Dealers Automated Quotation ("NASDAQ") System Bulletin Board
        under the symbol "IEHC.OB"). On January 11, 1993, the Company's common
        stock was deleted from listing on the NASDAQ SmallCap Market System
        because of the Company's failure to maintain the minimum asset and
        shareholders equity requirements. On January 12, 1993, the Company's
        common stock was first quoted over the Electronic Bulletin Board
        (OTCBB).

        Market Information

        The range of high and low bid prices for the Company's common stock, for
        the periods indicated as set forth below. For the period to October 29,
        1991, the Company was listed on the NASDAQ National Market System. On
        October 29, 1991, the Company's common stock was delisted from the
        NASDAQ National Market System and from October 29, 1991 to January 11,
        1993, the Company's common stock was listed on the NASDAQ SmallCap
        Market System. On January 11, 1993, the Company's common stock was
        delisted from the NASDAQ SmallCap Market System and on January 13, 1993,
        the Company's common stock was first quoted over the Electronic Bulletin
        Board (OTCBB). Set forth below is a table indicating the high and low
        bid prices of the common stock during the periods indicated.

                              Year                  High Bid           Low Bid

        Fiscal Year ended March 27, 2009 (*)

        1st Quarter                                    $1.98             $1.65
        2nd Quarter                                    $4.30             $1.92
        3rd Quarter                                    $2.90             $2.20
        4th Quarter                                    $2.90             $2.00

        Fiscal Year ended March 28, 2008 (*)

        1st Quarter                                    $2.90             $1.60
        2nd Quarter                                    $2.75             $2.15
        3rd Quarter                                    $2.50             $1.85
        4th Quarter                                    $2.10             $1.30

(*)  As reported by the OTCBB.

        The above quotations, as reported, represent prices between dealers and
        do not include retail mark-ups, mark-downs or commissions. Such
        quotations do not necessarily represent actual transactions.

        On July 7, 2009 the high bid for the common stock was $3.18 and the low
        bid was $3.18


                                      -12-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters (continued)

        Dividends

        The Company has not paid any cash dividends on its common stock during
        the last five (5) fiscal years. At present, the Company does not
        anticipate issuing any cash dividends on its common stock in the
        foreseeable future by reason of its contemplated future financial
        requirements and business plans. The Company will retain earnings, to
        the extent that there are any, to finance the development of its
        business.

        Approximated Number of Equity Security Holders

        The number of record holders of the Company's common stock as of July 8,
        2009 was approximately 534. Such number of record owners was determined
        from the Company's stockholder records, and does not include the
        beneficial owners of the Company's common stock whose shares are held in
        the names of various security holders, dealers and clearing agencies.

        Transfer Agent

        The transfer agent for our common stock is Registrar & Transfer Company
        located in Cranford, NJ.

Item 6. Selected Financial Data

        We are a "smaller reporting company" as defined by Regulation S-K and as
        such, are not required to provide the information contained in this item
        pursuant to Regulation S-K.

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

        Statements contained in this report, which are not historical facts, may
        be considered forward looking information with respect to plans,
        projections, or future performance of the Company as defined under the
        Private Securities Litigation Reform Act of 1995. These forward-looking
        statements are subject to risks and uncertainties, which could cause
        actual results to differ materially form those projected. The words
        "anticipate," "believe", "estimate", "expect," "objective," and "think"
        or similar expressions used herein are intended to identify
        forward-looking statements. The forward-looking statements are based on
        the Company's current views and assumptions and involve risks and
        uncertainties that include, among other things, the effects of the
        Company's business, actions of competitors, changes in laws and
        regulations, including accounting standards, employee relations,
        customer demand, prices of purchased raw material and parts, domestic
        economic conditions, including housing starts and changes in consumer
        disposable income, and foreign economic conditions, including currency
        rate fluctuations. Some or all of the facts are beyond the Company's
        control.

        The following discussion and analysis should be read in conjunction with
        our audited financial statements and related footnotes included
        elsewhere in this report, which provide additional information
        concerning the Company's financial activities and condition.

        Critical Accounting Policies

        The financial statements have been prepared in accordance with
        accounting principles generally accepted in the United States of
        America, which require the Company to make estimates and assumptions
        that affect the reported amounts of assets and liabilities at the date
        of the financial statements, and revenues and expenses during the
        periods reported. Actual results could differ from those estimates. The
        Company believes the following are the critical accounting policies,
        which could


                                      -13-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

        have the most significant effect on the Company's reported results and
        require the most difficult, subjective or complex judgments by
        management.

        o   Impairment of Long-Lived Assets:
            The Company reviews its long-lived assets for impairment whenever
            events or circumstances indicate that the carrying amount of an
            asset may not be recoverable. If the sum of the expected cash flows,
            undiscounted and without interest, is less than the carrying amount
            of the asset, an impairment loss is recognized as the amount by
            which the carrying amount of the asset exceeds its fair value. The
            Company makes estimates of its future cash flows related to assets
            subject to impairment review.

        o   Inventory Valuation:
            Raw materials and supplies are valued at the lower of first-in,
            first-out cost or market. Finished goods and work in process are
            valued at the lower of actual cost, determined on a specific
            identification basis, or market. The Company estimates which
            materials may be obsolete and which products in work in process or
            finished goods may be sold at less than cost, and adjusts their
            inventory value accordingly. Future periods could include either
            income or expense items if estimates change and for differences
            between the estimated and actual amount realized from the sale of
            inventory.

        o   Income Taxes:
            The Company records a liability for potential tax assessments based
            on its estimate of the potential exposure. Due to the subjectivity
            and complex nature of the underlying issues, actual payments or
            assessments may differ from estimates. Income tax expense in future
            periods could be adjusted for the difference between actual payments
            and the Company's recorded liability based on its assessments and
            estimates.

        o   Revenue Recognition:
            Revenues are recognized at the shipping date of the Company's
            products. The Company has historically adopted the shipping terms
            that title merchandise passes to the customer at the shipping point
            (FOB Shipping Point). At this juncture, title has passed, the
            Company has recognized the sale, inventory has been relieved, and
            the customer has been invoiced. The Company does not offer any
            discounts, credits or other sales incentives.

            The Company's policy with respect to customer returns and allowances
            as well as product warranty is as follows:

            The Company will accept a return of defective product within one
            year from shipment for repair or replacement at the Company's
            option. If the product is repairable, the Company at its own cost
            will repair and return it to the customer. If unrepairable, the
            Company will either offer an allowance against payment or will
            reimburse the customer for the total cost of the product.

            Most of the Company's products are custom ordered by customers for a
            specific use. The Company provides engineering services as part of
            the relationship with its customers in developing the custom
            product. The Company is not obligated to provide such engineering
            service to its customers. The Company does not charge separately for
            these services.


                                      -14-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

        o   Research & Development:
            The Company provides personalized engineering services to its
            customers by designing connectors for specific customer
            applications. The employment of electromechanical engineers is the
            anticipated cornerstone of the Company's future growth. The Company
            maintains a testing laboratory where its engineers experiment with
            new connector designs based on changes in technology and in an
            attempt to create innovative, more efficient connector designs.

        The Company expended $0 and $15,000 for the years ended March 27, 2009
        and March 28, 2008, respectively, on customer sponsored research and
        development activities relating to the development of new designs,
        techniques and the improvement of existing designs. The Company was
        fully reimbursed by its customers for this research.

        Results of Operations

        The following table sets forth for the periods indicated, percentages
        for certain items reflected in the financial data as such items bear to
        the revenues of the Company:

                         Relationship to Total Revenues

                                                       March 27,     March 28,
                                                         2009          2008
                                                       ---------     ---------

            Operating Revenues (in thousands)          $  10,718     $   7,805
                                                       ---------     ---------

            Operating Expenses:
              (as a percentage of Operating Revenues)

                 Costs of Products Sold                     69.3%         70.8%
                 Selling, General and Administrative        15.3%         16.4%
                 Interest Expense                             .6%          2.3%
                 Depreciation and amortization               1.6%          2.5%
                                                       ---------     ---------

                        TOTAL COSTS AND EXPENSES            86.8%         92.0%
                                                       ---------     ---------

            Operating Income (loss)                         13.2%          8.0%

            Other Income                                      --            --
                                                       ---------     ---------

            Income (loss) before Income Taxes               13.2%          8.0%

            Income Taxes                                    (6.0%)         (.3%)
                                                       ---------     ---------

            Net Income (loss)                                7.2%          7.7%
                                                       =========     =========

                                      -15-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

        Results of Operations (continued)

        Year End Results: March 27, 2009 vs. March 28, 2008

        Operating revenues for the year ended March 27, 2009 amounted to
        $10,717,543 reflecting a 37.3% increase versus the year ended March 28,
        2008 revenues of $7,805,443. The increase in revenues is a direct result
        of an increase in defense and commercial sales.

        The Company is primarily a manufacturer and its products are essentially
        basic components of larger assemblies of finished goods. Approximately
        96% of the Company's net sales for the fiscal years ended March 27, 2009
        and March 28, 2008, respectively, were made directly to manufacturers of
        finished products with the balance of the Company's products sold to
        distributors.

        Distributors often purchase connectors for customers who do not require
        large quantities of connectors over a short period of time but rather
        require small allotments of connectors over an extended period of time.

        For the fiscal year ended March 27, 2009, three of the Company's
        customers accounted for approximately 26% of total sales. Each of those
        customer accounted for approximately 9% of sales.

        The Company currently employs 15 independent sales representatives to
        market its products in all regions of the United States. These sales
        representatives accounted for approximately 94% of the Company's sales,
        with the balance of sales being generated by direct customer contact.

        For the fiscal year ended March 27, 2009, the Company's principal
        customers included manufacturers of commercial electronic products,
        military defense contractors and distributors who service these markets.
        Sales to the commercial electronic and government markets comprised 30%
        and 69%, respectively, of the Company's net sales for the year ended
        March 27, 2009 and 28% and 71% for the year ended March 28, 2008
        respectively. Approximately 1% of net sales were made to international
        customers.

        Cost of products sold amounted to $7,425,771 for the fiscal year ended
        March 27, 2009, or 69.3% of operating revenues. This reflected a
        $1,899,296 or 34.4% increase in the cost of products sold from
        $5,526,475 or 70.8% of operating revenues for the fiscal year ended
        March 28, 2008. This increase is due primarily to the increased cost of
        production associated with the increase in defense and commercial sales.

        Selling, general and administrative expenses were $1,643,083 and
        $1,277,924 or 15.3% and 16.4% of operating revenues for the fiscal years
        ended March 27, 2009 and March 28, 2008, respectively. This category of
        expense increased by $365,159 or 28.6% from the prior year. The increase
        can be attributed to an increase in salaries, commissions and travel.
        Additionally a workers compensation assessment of $101,362 was recorded
        during the current fiscal year.

        Interest expense was $66,681 for the fiscal year ended March 27, 2009 or
        .6% of operating revenues. For the fiscal year ended March 28, 2008,
        interest expense was $177,675 or 2.3% of operating revenues. The
        decrease of $110,994 or 62.5% reflects the interest payments made during
        the year ended March 28, 2008, as part of the settlement with the UAW
        Local 259 pension fund which amounted to $85,052.


                                      -16-
<PAGE>

                                IEH CORPORATION

                                     PART II

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

        Results of Operations (continued)

        Year End Results: March 27, 2009 vs. March 28, 2008 (continued)

        Depreciation and amortization of $172,658 or 1.6% of operating revenues
        was reported for the fiscal year ended March 27, 2009. This reflects a
        decrease of $25,242 or 12.8% from the prior year ended March 28, 2008 of
        $197,900 or 2.5% of operating revenues. The decrease is due primarily to
        capital assets being fully depreciated over the current fiscal year.

        The Company reported net income of $768,003 for the year ended March 27,
        2009 representing basic earnings of $.33 per share as compared to net
        income of $603,865 or $.26 per share for the year ended March 28, 2008.
        The increase in net income for the current year can be attributed
        primarily to the reported increase in defense and commercial sales.

        Liquidity and Capital Resources

        The Company reported working capital of $3,115,072 as of March 27, 2009
        compared to a working capital of $1,890,722 as of March 28, 2008. The
        increase in working capital of $1,224,350 was attributable to the
        following items:

              Net income                               $  768,003
              Depreciation and amortization               172,658
              Capital expenditures                       (184,539)
              Other transactions                          468,228
                                                       ----------
                                                       $1,224,350
                                                       ==========

        As a result of the above, the current ratio (current assets to current
        liabilities) was 3.69 to 1 at March 27, 2009 as compared to 2.42 to 1.0
        at March 28, 2008. Current liabilities at March 27, 2009 were $1,158,972
        compared to $1,329,138 at March 28, 2008.

        The Company reported $184,539 in capital expenditures for the year ended
        March 27, 2009 and reported depreciation of $172,658 for the year ended
        March 27, 2009.

        The net income of $768,003 for the year ended March 27, 2009 resulted in
        an increase in stockholders' equity to $3,855,888 as compared to
        stockholders' equity of $3,087,885 at March 28, 2008.

        The Company has an accounts receivable financing agreement with a
        factor, which bears interest at 2.5% above prime with a minimum of 12%
        per annum. At March 27, 2009 the amount outstanding with the factor was
        $454,723 as compared to $513,378 at March 28, 2008. The loan is secured
        by the Company's accounts receivables and inventories. The factor
        provides discounted funds based upon the Company's accounts receivables,
        these funds provide the primary source of working capital for
        operations.

        In the past two fiscal years, management has been reviewing its
        collection practices and policies for outstanding receivables and has
        revised its collection procedures to a more aggressive collection
        policy. As a consequence of this new policy the Company's experience is
        that its customers have been remitting payments on a more consistent and
        timely basis. The Company reviews the collectability of all


                                      -17-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

        Liquidity and Capital Resources (continued)

        accounts receivable on a monthly basis. The reserve is less than 2% of
        average gross accounts receivable and is considered to be conservatively
        adequate.

        One of the Company's officers has periodically loaned the Company money
        on a non-interest bearing basis in order to finance working capital
        requirements. As of March 28, 2008, the amount due this officer was
        $17,000.

        During the year ended March 27, 2009 the Company had repaid the
        remaining balance due to this officer.

        The Company has a collective bargaining multi-employer plan
        ("Multi-Employer Plan") with the United Auto Workers of America, Local
        259. Contributions are made in accordance with a negotiated labor
        contract and are based on the number of covered employees employed per
        month.

        With the passage of the 1990 Act the Company may become subject to
        liabilities in excess of contributions made under the collective
        bargaining agreement. Generally, these liabilities are contingent upon
        the termination, withdrawal, or partial withdrawal from the
        Multi-Employer Plan. The Company has not taken any action to terminate,
        withdraw or partially withdraw from the Multi-Employer Plan nor does it
        intend to do so in the future. Under the 1990 Act, liabilities would be
        based upon the Company's proportional share of such Plan's unfunded
        vested benefits, which is currently not available. The amount of
        accumulated benefits and net assets of such Plan also is not currently
        available to the Company. The total contributions charged to operations
        under such Plan were $101,695 for the year ended March 27, 2009 and
        $80,667 for the year ended March 28, 2008.

        On September 15, 2008, the Company was notified by the State of New York
        Workers' Compensation Board (the "Board") that the Trade Industry
        Workers' Compensation Trust for Manufacturers (the "Trust") had
        defaulted. As a member of this self-insured group, the Company was
        assessed on an estimated basis by the Board for its allocable share
        necessary to discharge all liabilities of the Trust.

        The assessed amount for the years 2002 through 2006 was $101,362. The
        assessed amount for each year is detailed as follows:

                               2002       $ 16,826
                               2003         24,934
                               2004         31,785
                               2005         14,748
                               2006         13,069
                               ----         ------
                                          $101,362
                                          ========

        The Company did have the option of paying this assessment as a lump sum
        amount or paying off the assessment over a 60 month period. The
        Company has elected the deferral option, and is making monthly payments
        of $1,689 for 59 months, and $1,711 for the 60th and final month. The
        Company has recorded this assessment as a charge to Cost of Sales in the
        quarter ended December 26, 2008. As of March 27, 2009, the current
        portion of this assessment liability was $20,268 and the long-term
        portion was $67,579.


                                      -18-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

        Liquidity and Capital Resources (continued)

        The estimated assessment pertains to the years 2002 through 2006. The
        Company was advised that there may be an additional assessment for the
        year 2007 and that the estimated assessments for the year 2002 through
        2006 are subject to additional review and adjustment.

        On September 21, 2001 the Company's shareholders approved the adoption
        of the Company's 2002 Employees Stock Option Plan to provide for the
        grant of options to purchase up to 750,000 shares of the Company's
        common stock to all employees, including senior management. No options
        have been granted under the Employee Option Plan to date.

        Options granted to employees under this plan may be designated as
        options which qualify for incentive stock option treatment under Section
        422A of the Internal Revenue Code, or option which do not so qualify.
        Under this plan, the exercise price of an option designated as an
        Incentive Stock Option shall not be less than the fair market value of
        the Company's common stock on the day the option is granted.

        In the event an option designated as an incentive stock option is
        granted to a ten percent (10%) share holder, such exercise price shall
        be at least 110 Percent (110%) of the fair market value or the Company's
        common stock and the option must not be exercisable after the expiration
        of five years from the day of the grant. Exercise prices of
        non-incentive stock options may be less than the fair market value of
        the Company's common stock. The aggregate fair market value of shares
        subject to options granted to its participants, which are designated as
        incentive stock options, and which become exercisable in any calendar
        year, shall not exceed $100,000. As of March 27, 2009, no options had
        been granted under the Employee Option Plan.

        In 1987, the Company adopted a cash bonus plan ("Cash Bonus Plan") for
        Executive Officers. Contributions to the Cash Bonus Plan are made by the
        Company only after pre-tax operating profits exceed $150,000 for a
        fiscal year, and then to the extent of 10% of the excess of the greater
        of $150,000 or 25% of pre-tax operating profits. For the year ended
        March 27, 2009, the contribution was $121,000. For the year ended March
        28, 2008, the contribution was $59,500.

        Effects of Inflation

        The Company does not view the effects of inflation to have a material
        effect upon its business. Increases in costs of raw materials and labor
        costs have been offset by increases in the price of the Company's
        products, as well as reductions in costs of production, reflecting
        management's efforts in this area. While the Company has in the past
        increased its prices to customers, it has maintained its relatively
        competitive price position. However, significant decreases in government
        and military subcontractor spending, has provided excess production
        capacity in the industry, which in turn has tightened pricing margins.

        Off Balance Sheet Arrangements

        The Company does not have any off balance sheet arrangements within the
        meaning of Item 303 of Regulation S-B.


                                      -19-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

         We are a "smaller reporting company" as defined by Regulation S-K and
         as such, are not required to provide the information contained in this
         item pursuant to Regulation S-K.

Item 8. Financial Statements

         See Index to Financial Statements attached hereto appearing at pages 29
         to 47.

Item 9. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure

         None.

Item 9A. Controls and Procedures

         Evaluations of Disclosure Controls and Procedures

         As of the end of the period covered by this report, we carried out an
         evaluation, under the supervision and with the participation of our
         management, including our Chief Executive Officer and Chief Financial
         Officer, of the effectiveness of our disclosure controls and procedures
         (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) within 90
         days of the filing of this report. Based upon that evaluation, our
         Chief Executive Officer and our Chief Financial Officer have concluded
         that as of the end of the period covered by this report the disclosure
         controls and procedures were effective to provide reasonable assurance
         that information required to be disclosed in the reports that we file
         and submit under the 1934 Act is (i) recorded, processed, summarized
         and reported as and when required and (ii) accumulated and communicated
         to our management, including our principal executive officer and
         principal financial officer, as appropriate to allow timely discussions
         regarding disclosure. In designing and evaluating the disclosure
         controls and procedures, management recognized that any controls and
         procedures, no matter how well designed and operated, can provide only
         reasonable assurance of achieving the desired control objectives, and
         management is required to apply its judgment in evaluating the
         cost-benefit relationship of possible controls and procedures.

         Under the supervision and with the participation of our management,
         including our Chief Executive Officer and Chief Financial Officer, we
         conducted an assessment of the effectiveness of our internal control
         over financial reporting based upon the framework in Internal Control -
         Integrated Framework issued by the Committee of Sponsoring
         Organizations of the Treadway Commission. Based upon assessment, our
         management concluded that our internal control over financial reporting
         is effective as of March 27, 2009.

         Management's Report on Internal Control over Financial Reporting

         Our management, under the supervision of our Chief Executive Officer
         and Chief Financial Officer, is responsible for establishing and
         maintaining adequate internal control over financial reporting (as
         defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act). Our
         internal control over financial reporting is designed to provide
         reasonable assurance regarding the reliability of financial reporting
         and the preparation of financial statements for external purposes in
         accordance with generally accepted accounting principles. The company's
         internal control over financial reporting includes those policies and
         procedures that:

            (i) pertain to the maintenance of records that, in reasonable
         detail, accurately and fairly reflect the transactions and dispositions
         of the assets of the Company;


                                      -20-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 9A. Controls and Procedures (continued)

         Management's Report on Internal Control over Financial Reporting
         (continued)

            (ii) provide reasonable assurance that transactions are recorded as
         necessary to permit preparation of financial statements in accordance
         with generally accepted accounting principles, and that receipts and
         expenditures of the company are being made only in accordance with
         authorizations of management and directors of the company; and

            (iii) provide reasonable assurance regarding prevention or timely
         detection of unauthorized acquisition, use or disposition of the
         company's assets that could have a material effect on the financial
         statements.

         Management, including our Chief Executive Officer and Chief Financial
         Officer, conducted an evaluation of the effectiveness of our internal
         control over financial reporting as of March 27, 2009. In making this
         evaluation, management used the framework in Internal
         Control--Integrated Framework issued by the Committee of Sponsoring
         Organizations of the Treadway Commission (COSO). Based on our
         evaluation under the framework in Internal Control--Integrated
         Framework, our management has concluded that our internal control over
         financial reporting was effective as of March 27, 2009.

         This report does not include an attestation report of our independent
         registered public accounting firm regarding our internal control over
         financial reporting. Management's report was not subject to attestation
         by our registered public accounting firm pursuant to temporary rules of
         the SEC that permit us to provide only management's report in this
         annual report.

         Because of its inherent limitations, internal control over financial
         reporting may not prevent or detect misstatements. Also, projections of
         any evaluation of effectiveness to future periods are subject to the
         risk that controls may become inadequate because of changes in
         conditions, or that the degree of compliance with the policies or
         procedures may deteriorate.

         Changes in Internal Control over Financial Reporting

         There was no change in our system of internal control over financial
         reporting (as defined in Rule 13a-15(f) under the 1934 Act) during our
         fiscal year ended March 27, 2009 that has materially affected, or is
         reasonably likely to materially affect, our internal control over
         financial reporting.

         Inherent Limitations on Effectiveness of Controls

         We do not expect that internal controls over financial reporting will
         prevent all errors or all instances of fraud. A control system, no
         matter how well designed and operated, can provide only reasonable, not
         absolute, assurance that the control system's objectives will be met.
         Further, the design of a control system must reflect the fact that
         there are resource constraints, and the benefits of controls must be
         considered relative to their costs. Because of the inherent limitations
         in all control systems, no evaluation of controls can provide absolute
         assurance that all control issues and instances of fraud, if any,
         within its company have been detected. These inherent limitations
         include the realities that judgments in decision-making can be faulty,
         and that breakdowns can occur because of simple error or mistake.
         Controls can also be circumvented by the individual acts of some
         persons, by collusion of two or more people, or by management override
         of the controls. The design of any system of controls is based in part
         upon certain assumptions about the likelihood of future events, and any
         design may not succeed in achieving its stated goals under all
         potential future conditions. Over time, controls may become inadequate
         because of changes in conditions or deterioration in the degree of
         compliance with policies or procedures. Because of the inherent
         limitation of a cost-effective control system, misstatements due to
         error or fraud may occur and not be detected.


                                      -21-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 9A. Controls and Procedures (continued)

         Management's Report on Internal over Financial Controls (continued)

         Other Information Related to Internal Controls Historically, the
         Company has relied upon the entire Board of Directors in appointing the
         Company's independent auditors and reviewing the financial condition
         and statements of the Company. Given the relatively small size of the
         Company's operations and revenues, the Board has not believed that
         appointing an independent committee was a necessity.

         Additionally, in response to the passage of the Sarbanes-Oxley Act of
         2002, our Board of Directors and management have adopted a Code of
         Ethics and have instituted a periodic review by members of our
         management team to assist and guide the disclosure process. The Board
         has also determined to periodically review and develop policies and
         procedures to enhance our disclosure controls and procedures as well as
         with reviewing our periodic reports and other public disclosures.

Item 9B. Other Information

         None.

                                    PART III

Item 10. Directors, Executive Officers and Corporate Governace

         The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
               Name              Age                            Office
<S>                              <C>       <C>
          Michael Offerman       68        Chairman of the Board of Directors, President and
                                           Chief Executive Officer

          Robert Knoth           67        Chief Financial Officer, Controller, Secretary and Treasurer

          Murray Sennet          86        Director

          Allen Gottlieb         68        Director

          Gerald E. Chafetz      66        Director
</TABLE>

         IEH's Certificate of Incorporation provides that the directors of the
         Company are to be elected in two (2) classes; each class to be elected
         to a staggered two (2) year term and until their successors are duly
         elected and qualified. Prior to May 26, 2009, the Board of Directors
         consisted of three (3) members divided into two classes with two Class
         I Members (Messrs. Offerman and Sennet) and one Class II Member (Mr.
         Gottlieb). On May 26, 2009, the Board of Directors unanimously voted to
         increase the number of directors from three to four directors and
         elected Gerald E. Chafetz as a Class II Member. The Class II Members of
         the Board of Directors are scheduled to be elected at the Company's
         2009 Annual Meeting. Mr. Chafetz will serve on the Board of Directors
         for the balance of the term of Class II Members or until his successor
         is elected and qualified. All officers serve at the discretion of the
         Board of Directors.


                                      -22-
<PAGE>

                                 IEH CORPORATION

                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance (continued)

         Executive Officers and Directors

         Michael Offerman. Michael Offerman has been a member of the Board of
         Directors since 1973. In May 1987, Mr. Offerman was elected President
         and Chief Executive Officer of the Company and has held that position
         since that date. Prior to his becoming President, Mr. Offerman served
         as Executive Vice-President of the Company.

         Robert Knoth. Robert Knoth joined the Company as Controller in January
         1990 and was elected Treasurer of the Company in March 1990. Mr. Knoth
         was elected as Secretary of the Company in September 1992 and Mr. Knoth
         has held these positions since said dates. From 1986 to January 1990,
         Mr. Knoth was employed as controller by G&R Preuss, Inc., a company
         engaged in the business of manufacturing truck bodies and accessories.

         Murray Sennet. Murray Sennet has been a member of the Company's Board
         of Directors since 1970. Mr. Sennet was the Secretary and the Treasurer
         of the Company at the time of his retirement in April 1986.

         Allen Gottlieb. Allen Gottlieb has been a member of the Company's Board
         of Directors since 1992. Mr. Gottlieb has been an attorney in private
         practice for over five (5) years.

         Gerald Chafetz. Mr. Chafetz, 66, has been the President of Capitol City
         Companies since 1989. Capitol City Companies is a property management
         and home improvement business headquartered in Hartford, Connecticut.
         Prior to founding Capitol City Companies, he had an extended 22-year
         executive career in the textile industry with several knitwear and high
         fashion manufacturers, including Arista Knitwear, Berwick Fashion
         Knitwear and Beged-or Knitwear. Mr. Chafetz graduated from the
         University of Hartford in 1965 with a Bachelor of Science degree in
         business.

         Significant Employees

         Joan Prideaux joined the Company in April 1994, as Director of Sales
         and Marketing. Joan has been in the connector business over 30 years
         and brings this experience to IEH. Prior to joining us, she was
         employed by Automatic Connector as Director of Sales.

         Mark Iskin is the Director of Purchasing, a position he has held since
         September 2000. Prior to joining the Company, Mark worked as a
         materials and purchasing specialist, in manufacturing and distribution
         companies. In his last position with an industrial distributor, he was
         responsible for purchasing and managing vendors for the cutting tool
         section of the catalog. In addition he participated in setting up and
         developing the company's forecasting/planning software related to that
         department procedures.

         David Offerman joined IEH in September 2004 as the National Sales
         Manager. Prior to joining IEH, David worked as an account executive and
         sales manager in the telecommunication industry. David is the son of
         Michael Offerman, President and Chief Executive Officer of the Company.

         Robert Romeo serves as Vice President of Engineering for IEH; a post he
         has held since October 2005. Robert has corporate responsibility for
         engineering products and driving product enhancements to satisfy the
         demanding application requirements of IEH customers. In addition,
         Robert is tasked with engineering new product developments in the IEH
         connector offerings to broaden the market base of potential customers.
         These new connectors will introduce the traditional IEH quality and
         value to joining IEH, Robert worked for more than twenty years in


                                      -23-
<PAGE>
                                IEH CORPORATION

                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance (continued)

         Significant Employees (continued)

         positions of increasing responsibility for major national manufacturers
         of electrical and electronic goods for residential, industrial,
         government and OEM markets.

         Paul Tzetzos joined IEH in November, 2005 as a Quality Assurance
         Director. Paul has over 20 years of experience in the field of Quality
         Assurance; with the last 15 years as Director/Manager. A degreed
         Engineer; with diversified knowledge in developing, implementing,
         maintaining, and improving Quality Systems, such as, ISO 9001:2000,
         EECS, MIL-Q-9858A, ETC. A certified Lead and Internal Auditor, Paul has
         a great deal of knowledge concerning military and industry
         specifications and standards.

         Compliance with Section 16(a) of 1934 Act

         Section 16(a) of the 1934 Act requires the Company's directors and
         officers and persons who own, directly or indirectly, more than 10% of
         a registered class of the Company's common stock, to file with the SEC
         initial reports of ownership and reports of changes in ownership of our
         common stock.

         Officers, directors and greater than 10% shareholders are required to
         furnish the Company with copies of all Section 16(a) reports that they
         file. Based solely on review of the copies of such reports received by
         the Company, the Company believes that filing requirements applicable
         to officers, directors and 10% shareholders were complied with during
         the 2008 fiscal year.

         Director Independence; Meetings of Directors; Committees of the Board

         Our Board of Directors currently consists of four individuals. Three of
         our directors (other than Michael Offerman) are "independent" as
         defined in the Marketplace Rules of The NASDAQ Stock Market. During the
         fiscal year ended March 27, 2009, our Board of Directors held one
         meeting and acted by unanimous written consent on two occasions.

         Since the Board of Directors has historically and will in the immediate
         future consist of only a small number of directors, we have not formed
         any Board committees. All matters relating to audit, compensation,
         nominations and corporate governance are considered and acted only by
         the entire Board of Directors.

         The Board did not adopt any modifications to the procedures by which
         security holders may recommend nominees to its Board of Directors.

Item 11. Executive Compensation

         The following table sets forth below the summary compensation paid or
         accrued by the Company during the fiscal years ended March 27, 2009,
         March 28, 2008, and March 30, 2007 for the Company's Chief Executive
         Officer and Chief Financial Officer:


                                      -24-
<PAGE>

                                 IEH CORPORATION

                                    PART III

Item 11.   Executive Compensation (continued)

<TABLE>
<CAPTION>
                                                                             Other Annual
Name and Principal Position                 Year        Salary      Bonus    Compensation       Total
------------------------------------   --------------  ---------  --------  ---------------  ----------
<S>                                    <C>             <C>        <C>              <C>              <C>
Michael Offerman, Chief Executive
Officer, President (1)                 March 27, 2009  $158,500   $35,000          0          $193,500
                                       March 28, 2008   105,000    18,500          0           123,500

Robert Knoth,                          March 27, 2009  $119,601   $25,000          0           144,601
Chief Financial Officer                March 28, 2008    84,002    14,600          0            98,602
</TABLE>

      (1)   During the fiscal years ended March 27, 2009, March 28, 2008 and
            March 30, 2007, the Company provided automobile allowances to Mr.
            Offerman. This does not include the aggregate incremental cost to
            the Company of such automobile allowance.

      (2)   There are no employment agreements between the Company and members
            of its senior management, including the President and Chief
            Executive Officer, Michael Offerman.

            Pension/Benefit Incentive Plan

            In 1964, the Company's shareholders and Board of Directors adopted
            the Salaried Pension Plan, a contributory pension plan effective
            April 1, 1964, for salaried employees of the Company. The Salaried
            Pension Plan as revised on April 1, 1987, provides for retirement
            benefits for qualified employees upon or prior to retirement.

            For early retirement, employees are eligible to receive a portion of
            their retirement benefits, starting 10 years prior to the employees
            anticipated normal retirement age (age 65), if the employee has
            completed 15 years of service to the Company. The employee is
            eligible to receive reduced retirement benefits based on an
            actuarial table for a period not exceeding ten (10) years of his
            lifetime. In no event would benefits exceed $12,000 per year.

            For normal retirement at the age of sixty-five (65) the employee is
            entitled to receive full retirement benefits for a period not
            exceeding ten (10) years of his lifetime. If the employee should die
            prior to the ten-year period, his beneficiaries will continue to
            receive the full benefit for the remainder of the ten-year term. In
            no event will benefits exceed $12,000 per year.

            If payment is made on the "joint and survivor basis" as elected by
            the employee, benefits will be provided to both the employee and
            spouse on a reduced basis over the life of both the employee and his
            spouse. If the employee should die prior to the guaranteed ten year
            period, the spouse will receive the employee benefit for the
            remainder of the term, after which, the spouse will received the
            reduced spousal benefit for the life of the spouse. In no event will
            the benefits pursuant to the joint and survivor basis exceed $12,000
            per year.

            Cash Bonus Plan

            In 1987, the Company adopted the Cash Bonus Plan for executive
            officers. Contributions to the Cash Bonus Plan are made by the
            Company only after pre-tax operating profits exceed $150,000 for a
            fiscal year, and then to the extent of 10% of the excess of the
            greater of $150,000 of 25% of pre-tax operating profits. For the
            fiscal year ended March 27, 2009 the contribution was $121,000. The
            contribution for the fiscal year ended March 28, 2008 was $59,500.


                                      -25-
<PAGE>

                                 IEH CORPORATION

                                    PART III

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

         The following table sets forth certain information as of June 30,
         2009 with respect to (i) the persons (including any "group" as that
         term is used in Section 13(d)(3) of the Securities Exchange Act of
         1934), known by the Company to be the beneficial owner of more than
         five percent (5%) of any class of the Company's voting securities;
         (ii) each Executive Officer and Director who owns common stock in
         the Company; and (iii) all Executive Officers and Directors as a
         group. As of June 30, 2009 there were 2,303,468 shares of common
         stock issued and outstanding.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                Amount of and Nature
                             Name and Address of Beneficial        of Beneficial
      Title of Class                    Owner                        Ownership        Percentage of Class
---------------------------------------------------------------------------------------------------------
<S>                         <C>                                         <C>                 <C>
Common Stock                Michael Offerman                            923,784(1)            40%
$.01 Par Value              c/o IEH Corporation
                            140 58th Street
                            Brooklyn, NY 11220
---------------------------------------------------------------------------------------------------------
                            Murray Sennet                                24,500              1.1%
                            c/o IEH Corporation
                            140 58th Street
                            Brooklyn, NY 11220
---------------------------------------------------------------------------------------------------------
                            Allen Gottlieb                                    0                0
                            c/o IEH Corporation
                            140 58th Street
                            Brooklyn, NY 11220
---------------------------------------------------------------------------------------------------------
                            Robert Knoth                                  1,770                *
                            c/o IEH Corporation
                            140 58th Street
                            Brooklyn, NY 11220
---------------------------------------------------------------------------------------------------------
                            Gerald E. Chafetz                                 0                0
                            c/o IEH Corporation
                            140 58th Street
                            Brooklyn, NY 11220
---------------------------------------------------------------------------------------------------------
All Officers & Directors as a Group
(5 in number)                                                           950,054               41%
---------------------------------------------------------------------------------------------------------
</TABLE>

----------------------
      * Less than 1%.

(1)   43,600 shares of common stock are jointly owned by Mr. Offerman and his
      wife, Gail Offerman.

All shares set forth above are owned directly by the named individual unless
otherwise stated.

Item 13. Certain Relationships and Related Transactions

         Other than the employment terms for its executive officers as
         described elsewhere in this Form 10-K, and as described below, there
         have been no related transactions between the Company, officers,


                                      -26-
<PAGE>

                                 IEH CORPORATION

                                    PART III

Item 13. Certain Relationships and Related Transactions (continued)

         directors or shareholders holding in excess of 5% of its securities
         within the last three years.

         One of the Company's officers has periodically loaned the Company money
         on a non-interest bearing basis in order to finance working capital
         requirements. As of March 28, 2008, the amount due this officer was
         $17,000. During the year ended March 27, 2009, the Company had repaid
         the balance of this loan.

Item 14. Principal Accountant Fees and Services

         The Board of Directors of IEH has selected Jerome Rosenberg, CPA
         P.C. as the independent auditor of IEH for the fiscal year ending
         March 27, 2009. Shareholders are not asked to approve such selection
         because such approval is not required. The audit services provided
         by Jerome Rosenberg, CPA P.C. consist of examination of financial
         statements, services relative to filings with the SEC, and
         consultation in regard to various accounting matters. A member of
         Jerome Rosenberg, CPA P.C. is expected to be present at the next
         meeting of shareholders, will have the opportunity to make a
         statement if he so desires, and will be available to respond to
         appropriate questions.

         Audit Fees. During the fiscal year ended March 27, 2009 and March
         28, 2008, IEH paid an aggregate of $36,600 and $31,250,
         respectively, to Jerome Rosenberg, CPA P.C. for fees related to the
         audit of its financial statements.

         Audit Related Fees. During the fiscal years ended March 27, 2009 and
         March 28, 2008, no fees were paid to Jerome Rosenberg, CPA P.C. with
         respect to financial systems design or implementation.

         Tax Fees. During the fiscal years ended March 27, 2009 and March 28,
         2008, the Company paid to Jerome Rosenberg CPA P.C. the sums of
         $3,000 and $3,000 for tax compliance, tax advice and tax planning
         services.

         All Other Fees. During the fiscal year ended March 27, 2009, IEH did
         not pay any other fees for services to its independent auditor.

         The Board of Directors has determined that the services provided by
         Jerome Rosenberg, CPA P.C. and the fees paid to it for such services
         during the fiscal year ended March 27, 2009 has not compromised the
         independence of Jerome Rosenberg, CPA P.C.

         The Board of Directors of the Company is comprised of four persons.
         Due to the limited size and scope of the Company's operations which
         are limited to one office and the level of revenue and income, the
         Board of Directors has not established an Audit Committee. Further,
         as the Company's securities are not traded on any exchange or on
         Nasdaq, but solely are listed for quotations on the Over the Counter
         Bulletin Board, there is no requirement that an Audit Committee be
         established. The Board, as an entirety, approves that appointment of
         its independent auditor and the related work performed by the
         auditor for services which are not audit related. In its
         deliberations regarding approval of the independent auditor for
         auditing and other services, the Board reviews the auditor's history
         of representing the Company, the fees to be paid and paid
         historically, the level of performance provided by the auditor and
         the ability of the Company, given its lack of profits to obtain
         similar services for similar costs.


                                      -27-
<PAGE>

                                 IEH CORPORATION

                                    PART III

Item 14. Principal Accountant Fees and Services (continued)

         Consistent with SEC policies regarding auditor independence, the
         Board of Directors has responsibility for appointing, setting
         compensation and overseeing the work of the independent auditor. In
         recognition of this responsibility, the Board has established a
         policy to pre-approve all audit and permissible non-audit services
         provided by the independent auditor. Prior to engagement of the
         independent auditor for the next year's audit, management advises the
         Board of the audit and permissible non-audit services expected to be
         rendered during that year for each of the categories of services
         which may provided by the independent auditor to the Board for
         approval. The primary categories of services expected to be provided
         by the independent auditor are as described in the fee table set
         forth above. In addition, management will also provide to the Board
         for its approval a fee proposal for the services proposed to be
         rendered by the independent auditor. Prior to the engagement of the
         independent auditor, the Board will approve both the description of
         audit and permissible non-audit services proposed to be rendered by
         the independent auditor and the budget for all such services. The
         fees are budgeted and the Board requires the independent auditor and
         management to report actual fees versus the budget periodically
         throughout the year by category of service.

         During the year, circumstances may arise when it may become necessary
         to engage the independent auditor for additional services not
         contemplated in the original pre-approval. In those instances, the
         Board requires separate pre-approval before engaging the independent
         auditor.

                                     PART IV

Item 15. Exhibits

         Exhibits filed with Form 10-K:

         31.1 Certifications of Chief Executive Officer pursuant to Section 17
         CFR 240.13a-14(a) or 17 CFR 240.15d-14(a) pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002.

         31.2 Certifications of Chief Accounting Officer pursuant to Section
         17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a) pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002.

         32.1 Certifications by Chief Executive Officer and Chief Financial
         Officer, pursuant to 17 CFR 240.13a-14(b) or 17 CFR 240.15d-14(b) and
         Section 1350 of Chapter 63 of Title 18 of the United States Code
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                      -28-
<PAGE>

                                 IEH CORPORATION

                        March 27, 2009 and March 28, 2008

                                    Contents

                                                                          Page

                                                                         Number
                                                                         ------

Report of Independent Registered Public Accounting Firm                    30

Financial Statements:

         Balance Sheets as of March 27, 2009 and March 28, 2008            31

         Statement of Operations for the years ended March 27, 2009
            and March 28, 2008                                             33

         Statement of Stockholders' Equity for the years ended
            March 27, 2009 and March 28, 2008                              34

         Statement of Cash Flows for the years ended March 27, 2009
           and March 28, 2008                                              35

Notes to Financial Statements                                              37


                                      -29-
<PAGE>

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------

Board of Directors
IEH Corporation

We have audited the accompanying balance sheets of IEH Corporation as of March
27, 2009 and March 28, 2008 and the related statements of operations,
stockholders' equity, and cash flows for each of the two years in the periods
ended March 27, 2009 and March 28, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based upon our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IEH Corporation as of March 27,
2009 and March 28, 2008 and the results of its operations and its cash flows for
each of the two years ended March 27, 2009 and March 28, 2008 in conformity with
U.S. generally accepted accounting principles.

                                                 /s/Jerome Rosenberg CPA, P.C.
                                                    Jerome Rosenberg CPA, P.C.
                                                            Melville, New York
                                                                  June 9, 2009

                                      -30-
<PAGE>

                                 IEH CORPORATION

                                 BALANCE SHEETS

                     As of March 27, 2009 and March 28, 2008

<TABLE>
<CAPTION>

                                                                    March 27,    March 28,
                                                                      2009         2008
                                                                   ----------   ----------
<S>                                                                <C>          <C>
                                  ASSETS

CURRENT ASSETS:
  Cash                                                             $  169,316   $   29,136
  Accounts receivable, less allowances for doubtful accounts
     of $11,562 at March 27, 2009 and March 28, 2008                1,830,668    1,180,220
  Inventories (Note 2)                                              2,248,140    1,986,367
  Prepaid expenses and other current assets (Note 3)                   25,920       24,137
                                                                   ----------   ----------

          Total Current Assets                                      4,274,044    3,219,860
                                                                   ----------   ----------

PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation and
   amortization of $6,927,669 at March 27, 2009
   and $6,756,178 at March 28, 2008 (Note 4)                        1,183,427    1,172,379
                                                                   ----------   ----------
                                                                    1,183,427    1,172,379
                                                                   ----------   ----------

OTHER ASSETS:
  Other assets                                                         24,968       24,784
                                                                   ----------   ----------
                                                                       24,968       24,784
                                                                   ----------   ----------

        Total Assets                                               $5,482,439   $4,417,023
                                                                   ==========   ==========
</TABLE>

   The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements.


                                      -31-
<PAGE>

                                 IEH CORPORATION

                                 BALANCE SHEETS

                     As of March 27, 2009 and March 28, 2008

<TABLE>
<CAPTION>
                                                                            March 27,    March 28,
                                                                               2009         2008
                                                                           ----------   ----------
<S>                                                                        <C>          <C>
                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts receivable financing (Note 5)                                 $  454,723   $  513,378
    Loans payable- officers (Note 7)                                               --       17,000
    Accrued corporate income taxes                                            257,294       22,103
    Accounts payable                                                          548,948      584,938
    Workers compensation insurance assessments- current portion (Note 9)       20,268           --
    Other current liabilities (Note 6)                                        277,739      191,719
                                                                           ----------   ----------

          Total Current Liabilities                                         1,558,972    1,329,138
                                                                           ----------   ----------

LONG-TERM LIABILITIES:
    Workers compensation insurance assessments- net of
       current portion (Note 9)                                                67,579           --
                                                                           ----------   ----------
          Total Long-Term Liabilities                                          67,579           --
                                                                           ----------   ----------

          Total Liabilities                                                 1,626,551    1,329,138
                                                                           ----------   ----------

STOCKHOLDERS' EQUITY:
    Common Stock, $.01 par value; 10,000,000 shares authorized;
      2,303,468 shares issued and outstanding at March 27, 2009 and
      March 28, 2008                                                           23,035       23,035
    Capital in excess of par value                                          2,744,573    2,744,573
    Retained earnings (Deficit)                                             1,088,280      320,277
                                                                           ----------   ----------

          Total Stockholders' Equity                                        3,855,888    3,087,885
                                                                           ----------   ----------

          Total Liabilities and Stockholders' Equity                       $5,482,439   $4,417,023
                                                                           ==========   ==========
</TABLE>

   The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements.


                                      -32-
<PAGE>

                                 IEH CORPORATION

                             STATEMENT OF OPERATIONS

              For the Years Ended March 27, 2009 and March 28, 2008

                                                     Years Ended
                                              ---------------------------
                                               March 27,      March 28,
                                                  2009           2008
                                              ------------    -----------

REVENUE, net sales (Note 14)                  $ 10,717,543    $ 7,805,443
                                              ------------    -----------

COSTS AND EXPENSES:
  Cost of products sold                          7,425,771      5,526,475
  Selling, general and administrative            1,643,083      1,277,924
  Interest expense                                  66,681        177,675
  Depreciation and amortization                    172,658        197,900
                                              ------------    -----------
                                                 9,308,193      7,179,974
                                              ------------    -----------

OPERATING INCOME                                 1,409,350        625,469

OTHER INCOME                                           753            475
                                              ------------    -----------

INCOME BEFORE INCOME TAXES                       1,410,103        625,944

PROVISION FOR INCOME TAXES                        (642,100)       (22,079)
                                              ------------    -----------

NET INCOME                                    $    768,003    $   603,865
                                              ============    ===========

BASIC AND DILUTED EARNINGS PER COMMON SHARE
(Note 1)
                                              $        .33    $       .26
                                              ============    ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING (IN THOUSANDS)                         2,303          2,303
                                              ============    ===========

   The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements.


                                      -33-
<PAGE>

                                 IEH CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

              For the Years Ended March 27, 2009 and March 28, 2008

<TABLE>
<CAPTION>
                                                       Capital in     Retained
                                                       Excess of      Earnings
                                 Common Stock          Par Value      (Deficit)        Total
                           -------------------------   -----------   -----------    -----------
                             Shares        Amount
                           -----------   -----------
<S>                          <C>         <C>           <C>           <C>            <C>
Balances, March 31, 2007     2,303,468   $    23,035   $ 2,744,573   $  (283,588)   $ 2,484,020

  Net income: year ended
          March 28, 2008            --            --            --       603,865        603,865
                           -----------   -----------   -----------   -----------    -----------

Balances, March 28, 2008     2,303,468   $    23,035   $ 2,744,573   $   320,277    $ 3,087,885

  Net income: year ended
          March 27, 2009            --            --            --       768,003        768,003
                           -----------   -----------   -----------   -----------    -----------

Balances, March 27, 2009     2,303,468   $    23,035   $ 2,744,573   $ 1,088,280    $ 3,855,888
</TABLE>

   The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements.


                                      -34-
<PAGE>

                                 IEH CORPORATION

                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash

              For the Years Ended March 27, 2009 and March 28, 2008

<TABLE>
<CAPTION>
                                                                            Years Ended
                                                                       ----------------------
                                                                       March 27,    March 28,
                                                                         2009         2008
                                                                       ---------    ---------
<S>                                                                    <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                           $ 768,003    $ 603,865
                                                                       ---------    ---------

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

  Depreciation and amortization                                          172,658      197,900

Changes in assets and liabilities:
  (Increase) in accounts receivable                                     (650,448)    (198,649)
  (Increase) in inventories                                             (261,773)    (412,735)
  (Increase) in prepaid expenses and other current assets                 (1,783)     (12,757)
  (Increase) decrease in other assets                                       (184)         314

  (Decrease) in accounts payable                                         (35,157)      (3,866)
   Increase in other current liabilities                                  86,020       43,544
   Increase in accrued corporate income taxes                            235,191       16,303
  (Decrease) in pension plan payable                                          --      (20,000)
   Increase in workers compensation insurance assessment                  87,847           --
                                                                       ---------    ---------

               Total adjustments                                        (367,629)    (389,946)
                                                                       ---------    ---------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                400,374      213,919
                                                                       ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Acquisition of property, plant and equipment                         (184,539)    (178,023)
                                                                       ---------    ---------

          NET CASH (USED) BY INVESTING ACTIVITIES                      $(184,539)   $(178,023)
                                                                       ---------    ---------
</TABLE>

   The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements.


                                      -35-
<PAGE>

                                 IEH CORPORATION

                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash

              For the Years Ended March 27, 2009 and March 28, 2008

                                                         March 27,    March 28,
                                                           2009         2008
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable, equipment           $      --    $  (3,659)
Proceeds (repayment) from accounts receivable financing    (58,655)      35,991
(Repayment) of loans payable - officers                    (17,000)     (74,000)
                                                         ---------    ---------

NET CASH (USED) BY FINANCING ACTIVITIES                    (75,655)     (41,668)
                                                         ---------    ---------

INCREASE (DECREASE) IN CASH                                140,180       (5,772)

CASH, beginning of period                                   29,136       34,908
                                                         ---------    ---------

CASH, end of period                                      $ 169,316    $  29,136
                                                         =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
     Interest                                            $  62,015    $ 169,814
                                                         =========    =========

     Income Taxes                                        $ 407,209    $   6,966
                                                         =========    =========

   The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements.


                                      -36-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Description of Business:

         The Company is engaged in the design, development, manufacture and
         distribution of high performance electronic printed circuit
         connectors and specialized interconnection devices. Electronic
         connectors and interconnection devices are used in providing
         electrical connections between electronic component assemblies. The
         Company develops and manufactures connectors, which are designed for
         a variety of high technology and high performance applications, and
         are primarily utilized by those users who require highly efficient
         and dense (the space between connection pins with the connector)
         electrical connections.

         The Company is continuously redesigning and adapting its connectors
         to meet and keep pace with developments in the electronics industry
         and has, for example, developed connectors for use with
         flex-circuits now being used in aerospace programs, computers,
         air-borne communications systems, testing systems and other areas.
         The Company also services its connectors to meet specified product
         requirements.

         Accounting Period:

         The Company maintains an accounting period based upon a 52-53 week
         year, which ends on the nearest Friday in business days to March
         31st. The years ended March 27, 2009 and March 28, 2008 were
         comprised of 52 weeks.

         Revenue Recognition:

         Revenues are recognized at the shipping date of the Company's
         products. The Company has historically adopted the shipping terms
         that title merchandise passes to the customer at the shipping point
         (FOB Shipping Point). At this juncture, title has passed, the
         Company has recognized the sale, inventory has been relieved, and
         the customer has been invoiced. The Company does not offer any
         discounts, credits or other sales incentives.

         The Company's policy with respect to customer returns and allowances
         as well as product warranty is as follows:

         The Company will accept a return of defective product within one
         year from shipment for repair or replacement at the Company's
         option. If the product is repairable, the Company at its own cost
         will repair and return to the customer. If unrepairable, the Company
         will either offer an allowance against payment or will reimburse the
         customer for the total cost of product.

         Most of the Company's products are custom ordered by customers for a
         specific use. The Company provides engineering services as part of
         the relationship with its customers in developing the custom
         product. The Company is not obligated to provide such engineering
         service to its customers. The Company does not charge separately for
         these services.


                                      -37-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

         Inventories:

         Inventories are stated at cost, on a first-in, first-out basis,
         which does not exceed market value.

         The Company manufactures products pursuant to specific technical and
         contractual requirements. The Company historically purchases
         material in excess of its requirements to avail itself of favorable
         pricing as well as the possibility of receiving additional orders
         from customers. This excess may result in material not being used in
         subsequent periods, which may result in this material being deemed
         obsolete.

         The Company annually reviews its purchase and usage activity of its
         inventory of parts as well as work in process and finished goods to
         determine which items of inventory have become obsolete within the
         framework of current and anticipated orders. The Company based upon
         historical experience has determined that if a part has not been
         used and purchased or an item of finished goods has not been sold in
         three years, it is deemed to be obsolete. The Company estimates
         which materials may be obsolete and which products in work in
         process or finished goods may be sold at less than cost. A periodic
         adjustment, based upon historical experience is made to inventory in
         recognition of this impairment.

         Concentration of Credit Risk:

         Financial instruments which potentially subject the Company to
         concentrations of credit risk consist primarily of cash and cash
         equivalents and accounts receivable.

         Under the provisions of the Emergency Stabilization Act of 2008, the
         Federal Deposit Insurance Corporation (FDIC) will insure interest
         bearing accounts at participating financial institutions up to
         $250,000 in the aggregate. This insurance coverage limit was
         recently extended through December 31, 2013.

         An additional provision of the Act provided for the FDIC to
         establish the Transaction Account Guarantee Program ("TAGP"). Under
         TAGP all non-interest bearing transaction accounts are fully
         guaranteed by the FDIC for the entire amount in the account.
         Coverage under TAGP is in addition to and separate from the coverage
         available under the FDIC's general deposit insurance rules. This
         insurance coverage is scheduled to end on December 31, 2009,
         whereupon, coverage will be limited to $250,000 in the aggregate.

         As of March 27, 2009, the Company had funds on deposit in the amount
         of $169,316 in one participating financial institution comprised of
         the following:

                   Non-interest bearing accounts               $ 23,640
                   Interest bearing account                     145,676
                                                               --------

                                                               $169,316
                                                               ========

         The Company has not experienced any losses in such accounts and
         believes its cash balances are not exposed to any significant risk.


                                      -38-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

         Property, Plant and Equipment:

         Property, plant and equipment is stated at cost less accumulated
         depreciation and amortization. The Company provides for depreciation
         and amortization using the Double Declining Balance method over the
         estimated useful lives (5-7 years) of the related assets.

         Maintenance and repair expenditures are charged to operations, and
         renewals and betterments are capitalized. Items of property, plant
         and equipment, which are sold, retired or otherwise disposed of, are
         removed from the asset and accumulated depreciation or amortization
         account. Any gain or loss thereon is either credited or charged to
         operations.

         Income Taxes:

         The Company follows the policy of treating investment tax credits as
         a reduction in the provision for federal income tax in the year in
         which the credit arises or may be utilized. Deferred income taxes
         arise from temporary differences resulting from different
         depreciation methods used for financial and income tax purposes. The
         Company has adopted Statement of Financial Accounting Standards
         (SFAS) No. 109, "Accounting for Income Taxes".

         Net Income Per Share:

         The Company has adopted the provisions of SFAS No. 128, "Earnings
         Per Share", which requires the disclosure of "basic" and "diluted"
         earnings (loss) per share. Basic earnings per share is computed by
         dividing net income by the weighted average number of common shares
         outstanding during each period. Diluted earnings per share is
         similar to basic earnings per share except that the weighted average
         number of common shares outstanding is increased to reflect the
         dilutive effect of potential common shares, such as those issuable
         upon the exercise of stock or warrants, as if they had been issued.
         For the years ended March 27, 2009 and March 28, 2008, there were no
         items of potential dilution that would impact on the computation of
         diluted earnings or loss per share.

         Fair Value of Financial Instruments:

         The carrying value of the Company's financial instruments,
         consisting of accounts receivable, accounts payable, and borrowings,
         approximate their fair value due to the relatively short maturity
         (three months) of these instruments.

         Use of Estimates:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities, revenues and expenses, and disclosure of contingent
         assets and liabilities at the date of the financial statements.
         Actual amounts could differ from those estimates.


                                      -39-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

         Impairment of Long-Lived Assets:

         SFAS No. 144, "Accounting For The Impairment of Long-Lived Assets
         And Long-Lived Assets To Be Disposed Of", requires that long-lived
         assets and certain identifiable intangibles to be held and used by
         an entity be reviewed for impairment whenever events or changes in
         circumstances indicate that the carrying amount of an asset may not
         be recoverable. The Company has adopted SFAS No. 144. There were no
         long-lived asset impairments recognized by the Company for the years
         ended March 27, 2009 and March 28, 2008.

         Reporting Comprehensive Income:

         The Company has adopted the provisions of SFAS No. 130, "Reporting
         Comprehensive Income". This statement established standards for
         reporting and display of comprehensive income and its components
         (revenues, expenses, gains and losses) in an entity's financial
         statements. This Statement requires an entity to classify items of
         other comprehensive income by their nature in a financial statement
         and display the accumulated balance of other comprehensive income
         separately from retained earnings and additional paid-in capital in
         the equity section of a statement of financial position. There were
         no material items of comprehensive income to report for the years
         ended March 27, 2009 and March 28, 2008.

         Segment Information:

         The Company has adopted the provisions of SFAS No. 131, "Disclosures
         About Segment of An Enterprise and Related Information." This
         Statement requires public enterprises to report financial and
         descriptive information about its reportable operating segments and
         establishes standards for related disclosures about product and
         services, geographic areas, and major customers. The adoption of
         SFAS No. 131 did not affect the Company's presentation of its
         results of operations or financial position.

         Research and Development:

         The Company provides personalized engineering services to its
         customers by designing connectors for specific customer
         applications. The employment of electromechanical engineers is the
         anticipated cornerstone of the Company's future growth. The Company
         maintains a testing laboratory where its engineers experiment with
         new connector designs based on changes in technology and in an
         attempt to create innovative, more efficient connector designs.

         The Company expended $0 and $15,000 for the years ended March 27,
         2009 and March 28, 2008, respectively, on customer sponsored
         research and development activities relating to the development of
         new designs, techniques and the improvement of existing designs. The
         Company was fully reimbursed by its customers for this research.

         Effect of New Accounting Pronouncements:

         Effective April 1, 2007, the Company adopted the provisions of
         Financial Accounting Standards Board Interpretation No.48 ("FIN
         48"), "Accounting for Uncertainty in Income Taxes- an interpretation
         of FASB Statement No. 109", which clarifies the accounting for
         uncertainty in income taxes recognized in an entity's financial
         statements in accordance with FASB Statement No.109, "Accounting for
         Income Taxes". FIN 48 prescribes a recognition threshold and


                                      -40-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

         measurement attribute for the financial statement disclosures of tax
         positions taken or expected to be taken in an income tax filing. The
         evaluation of a tax position is a two step process. The first step
         requires an entity to determine whether it is more likely than not
         that a tax position will be sustained upon examination based upon
         the technical merits of the position. The second step requires an
         entity to recognize in the financial statements each tax position
         that meets the more likely than not criteria, measured at the
         largest amount of benefit that has a greater than fifty percent
         likelihood of being recognized. FIN 48 also provides guidance on
         de-recognition, classification, interest and penalties, accounting
         for interim periods, disclosure and transition.

         The Company believes that with its adoption of FIN 48, that the
         income tax positions taken by it did not have a material effect on
         the financial statements for the year ended March 27, 2009.

         In December 2006, the FASB issued SFAS No. 157, "Fair Value
         Measurements", which enhances existing guidance for measuring assets
         and liabilities using fair value. This Standard provides a single
         definition of fair value, together with a framework for measuring
         it, and requires additional disclosure about the use of fair value
         to measure assets and liabilities. SFAS No. 157 is effective for
         financial statements issued for fiscal years beginning after
         November 15, 2007, and interim periods within those fiscal years.
         The Company does not believe that SFAS No. 157 will have a material
         impact on its financial statements.

         In February 2007, the FASB issued SFAS No. 159 ("SFAS 159") "The
         Fair Value Option for Financial Assets and Financial Liabilities",
         providing companies with an option to report selected financial
         assets and liabilities at fair value. The Standard's objective is to
         reduce both complexity in accounting for financial instruments and
         the volatility in earnings caused by measuring related assets and
         liabilities differently. It also requires entities to display the
         fair value of those assets and liabilities for which the Company has
         chosen to use fair value on the face of the balance sheet. SFAS 159
         is effective for fiscal years beginning after November 15, 2007. The
         Company does not believe that SFAS No. 159 will have a material
         impact on its financial statements.

Note 2 - INVENTORIES:

         Inventories are stated at cost, on a first-in, first-out basis,
         which does not exceed market value.

         The Company manufactures products pursuant to specific technical and
         contractual requirements. The Company historically purchases
         material in excess of its requirements to avail itself of favorable
         pricing as well as the possibility of receiving additional orders
         from customers. This excess may result in material not being used in
         subsequent periods, which may result in this material being deemed
         obsolete.

         The Company annually reviews its purchase and usage activity of its
         inventory of parts as well as work in process and finished goods to
         determine which items of inventory have become obsolete within the
         framework of current and anticipated orders. The Company based upon
         historical experience has determined that if a part has not been
         used and purchased or an item of finished goods has not been sold in
         three years, it is deemed to be obsolete. The Company estimates
         which materials may be obsolete and which products in work in
         process or finished goods may be sold at less than cost. A periodic
         adjustment, based upon historical experience is made to inventory in
         recognition of this impairment.


                                      -41-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 2 - INVENTORIES: (continued)

         Inventories are comprised of the following:

                                                 March 27,      March 28,
                                                   2009           2008
                                               -----------    -----------

          Raw materials                        $ 1,049,537    $   927,774
          Work in progress                         533,226        788,519
          Finished goods                           665,377        270,074
                                               -----------    -----------

                                               $ 2,248,140    $ 1,986,367
                                               ===========    ===========

Note 3 - PREPAID EXPENSES AND OTHER CURRENT ASSETS:

         Prepaid expenses and other current assets are comprised of the
         following:

                                                 March 27,      March 28,
                                                   2009           2008
                                               -----------    -----------

          Prepaid insurance                    $    13,649    $    16,348
          Prepaid corporate taxes                    7,681          7,681
          Other current assets                       4,590            108
                                               -----------    -----------
                                               $    25,920    $    24,137
                                               ===========    ===========

Note 4 - PROPERTY, PLANT AND EQUIPMENT:

         Property, plant and equipment are as follows:

                                                 March 27,      March 28,
                                                    2009           2008
                                               -----------    -----------

          Computers                            $   229,676    $   212,321
          Leasehold improvements                   585,831        585,831
          Machinery and equipment                4,992,114      4,903,733
          Tools and dies                         2,139,990      2,063,187
          Furniture and fixture                    155,935        155,935
          Website development cost                   7,550          7,550
                                               -----------    -----------

                                                 8,111,096      7,928,557
          Less: accumulated depreciation and
          amortization                          (6,927,669)    (6,756,178)
                                               -----------    -----------

                                               $ 1,183,427    $ 1,172,379
                                               ===========    ===========

Note 5 - ACCOUNTS RECEIVABLE FINANCING:

         The Company entered into an accounts receivable financing agreement
         whereby it can borrow up to eighty percent of its eligible
         receivables (as defined in the agreement) at an interest rate of 2
         1/2 % above JP Morgan Chase's publicly announced rate of 3.25% at
         March 27, 2009, with a minimum of 12% per annum. The agreement has
         an initial term of one year and will automatically renew for
         successive one-year terms, unless terminated by the Company or its


                                      -42-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 5 - ACCOUNTS RECEIVABLE FINANCING: (continued)

         lender upon receiving 60 days prior notice. The loan is secured by
         the Company's accounts receivable and inventories. The balance due
         under this agreement as of March 27, 2009 was $454,723. The balance
         due as of March 28, 2008 was $513,378.

Note 6 - OTHER CURRENT LIABILITIES:

         Other current liabilities are comprised of the following:

                                                      March 27    March 28,
                                                        2009         2008
                                                     ----------   ----------

          Payroll and vacation accruals              $  242,188   $  172,215
          Sales commissions                              30,543       16,504
          Other                                           5,008        3,000
                                                     ----------   ----------
                                                     $  277,739   $  191,719
                                                     ==========   ==========

Note 7 - RELATED PARTIES TRANSACTIONS:

         One of the Company's officers has periodically loaned the Company
         money on a non-interest bearing basis in order to finance working
         capital requirements. As of March 28, 2008, the amount due this
         officer was $17,000.

         During the year ended March 27, 2009 the Company had repaid the
         balance of this loan.

Note 8 - INCOME TAXES:

         The Company accounts for income taxes under the provisions of SFAS
         No. 109 ("SFAS 109"). Under SFAS 109, deferred income tax assets or
         liabilities are computed based upon the temporary differences
         between the financial statement and income tax bases of assets and
         liabilities using the currently enacted marginal income tax rates.
         Deferred income tax expenses or credits are based on the changes in
         the deferred income tax assets or liabilities from period to period.

         The provision for income taxes consists of the following:

                                                                   March 27,
                                                                     2009
                                                                   ---------
          Current:

          Federal                                                  $ 342,000
          State and local                                            124,000
                                                                   ---------
                Total current tax provision                          466,000
                                                                   ---------

          Deferred:

          Federal                                                    132,238
          State and local                                             43,862
                                                                   ---------
                Total deferred tax benefit                           176,100
                                                                   ---------

                Total provision (benefit)                          $ 642,100
                                                                   =========


                                      -43-
<PAGE>


                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 8 - INCOME TAXES: (continued)

          The components of the Company's deferred taxes at March
          27, 2009 are as follows:

          Deferred tax assets:
              Accounts receivable reserves                          $  11,562
              State tax credit                                          5,534
              Accrued expenses                                        445,172
              Prepaid expenses                                        (25,920)
                                                                    ---------
                                                                      436,348

          Deferred tax liabilities:
          Depreciation                                                (47,414)
                                                                    ---------

          Net deferred tax assets  before valuation allowance         388,934
          Valuation allowance                                        (388,934)
                                                                     --------
          Net deferred tax assets                                   $       0
                                                                    =========

         The Company has fully utilized its net operating loss carryovers in
         prior years.

         The foregoing amounts are management's estimates and the actual
         results could differ from those estimates. Future profitability in
         this competitive industry depends on continually obtaining and
         fulfilling net profitable contracts or the failure of the Company's
         engineering development efforts could reduce estimates of future
         profitability, which could affect the Company's ability to realize
         the deferred tax assets.

         A reconciliation of the income tax benefit at the statutory Federal
         tax rate of 34 % to the income tax benefit recognized in the
         financial statements are as follows:

<TABLE>
<CAPTION>
                                                                             March 27,
                                                                                2009
                                                                             ---------
<S>                                                                               <C>
          Income tax expense (benefit) - statutory rate                           34.0%
          Income tax expenses - state and local, net of federal benefit           12.0%
                                                                             ---------
          Income tax expense (benefit)                                            46.0%
                                                                             =========
</TABLE>

Note 9 - WORKERS COMPENSATION INSURANCE ASSESSMENT:

         On September 15, 2008, the Company was notified by the State of New
         York Workers' Compensation Board (the "Board") that the Trade
         Industry Workers' Compensation Trust for Manufacturers (the "Trust")
         had defaulted. As a member of the Trust, which is a self-insured
         group, the Company was assessed on an estimated basis by the Board
         for its allocable share necessary to discharge all liabilities of
         the Trust.


                                      -44-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 9 - WORKERS COMPENSATION INSURANCE ASSESSMENT: (continued)

         The estimated assessment pertains to the years 2002 through 2006.
         The Company was advised that there may be an additional assessment
         for the year 2007 and that the estimated assessments for the year
         2002 through 2006 are subject to additional review and adjustment.

         The total assessed amount for the years 2002 through 2006 was
         $101,362. The assessed amount for each year is detailed as follows:

                                2002       $ 16,826
                                2003         24,934
                                2004         31,785
                                2005         14,748
                                2006         13,069
                                             ------
                                           $101,362
                                           ========

         The Company did have the option of paying this assessment as a lump
         sum amount or paying off the assessment over a 60 month period. The
         Company has elected the deferral option, and is making monthly
         payments of $1,689 for 59 months, and $1,711 for the 60th and final
         month. The Company has recorded this assessment as a charge to Cost
         of Sales in the quarter ended December 26, 2008. As of March 27,
         2009, the current portion of this assessment liability was $20,268
         and the long-term portion was $67,579.

Note 10 - CHANGES IN STOCKHOLDERS' EQUITY:

         The accumulated retained earnings increased by $768,003, which
         represents the net income for the fiscal year ended March 27, 2009.
         As a result, the Company reported retained earnings of $1,088,280.

Note 11- 2001 EMPLOYEE STOCK OPTION PLAN:

         On September 21, 2001 the Company's shareholders approved the
         adoption of the Company's 2002 Employees Stock Option Plan ("2002
         Plan") to provide for the grant of options to purchase up to 750,000
         shares of the Company's common stock to all employees, including
         senior management.

         Options granted to employees under the 2002 Plan may be designated
         as options which qualify for incentive stock option treatment under
         Section 422A of the Internal Revenue Code, or options which do not
         so qualify.

         Under the 2002 Plan, the exercise price of an option designated as
         an Incentive Stock Option shall not be less than the fair market
         value of the Company's common stock on the day the option is
         granted. In the event an option designated as an incentive stock
         option is granted to a ten percent (10%) shareholder, such exercise
         price shall be at least 110 Percent (110%) of the fair market value
         or the Company's common stock and the option must not be exercisable
         after the expiration of five years from the day of the grant.

         Exercise prices of non-incentive stock options may be less than the
         fair market value of the Company's common stock.


                                      -45-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 11- 2001 EMPLOYEE STOCK OPTION PLAN: (continued)

         The aggregate fair market value of shares subject to options granted
         to a participant(s), which are designated as incentive stock
         options, and which become exercisable in any calendar year, shall
         not exceed $100,000. As of March 27, 2009 no options had been
         granted under the 2002 Plan.

Note 12 - CASH BONUS PLAN:

         In 1987, the Company adopted a cash bonus plan ("Cash Bonus Plan")
         for Executive Officers. Contributions to the Bonus Plan are made by
         the Company only after pre-tax operating profits exceed $150,000 for
         a fiscal year, and then to the extent of 10% of the excess of the
         greater of $150,000 or 25% of pre-tax operating profits. For the
         year ended March 27, 2009, the Company's contribution was $121,000.
         For the year ended March 28, 2008 the contribution was $59,500.

Note 13 - COMMITMENTS:

         The Company is obligated under its lease for its facility through
         August 23, 2011, at minimum annual rentals as follows:

          Fiscal year ending March:

          2010                  $ 168,384
          2011                    112,256
                                ---------
                                $ 280,640
                                =========

         The rental expense for the years ended March 27, 2009 and March 28,
         2008, respectively, was $145,068.

         The Company has a collective bargaining multi-employer pension plan
         ("Multi-Employer Plan") with the United Auto Workers of America,
         Local 259. Contributions are made in accordance with a negotiated
         labor contract and are based on the number of covered employees
         employed per month. With the passage of the Multi-Employer Pension
         Plan Amendments Act of 1990 (the "1990 Act"), the Company may become
         subject to liabilities in excess of contributions made under the
         collective bargaining agreement. Generally, these liabilities are
         contingent upon the termination, withdrawal, or partial withdrawal
         from the Multi-Employer Plan.

         The Company has not taken any action to terminate, withdraw or
         partially withdraw from the Multi-Employer Plan nor does it intend
         to do so in the future. Under the 1990 Act, liabilities would be
         based upon the Company's proportional share of the Multi-Employer
         Plan's unfunded vested benefits, which is currently not available.
         The amount of accumulated benefits and net assets of such Plan also
         is not currently available to the Company. The total contributions
         charged to operations under this pension plan were $101,695 for the
         year ended March 27, 2009 and $80,667 for the year ended March 28,
         2008.


                                      -46-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 13 - COMMITMENTS: (continued)

          In November 2006, three former employees of the Company filed claims
          with the New York State Division of Human Rights ("SDHR") alleging
          national origin discrimination The SDHR acts as an investigative and
          adjudicative agency. With respect to its adjudicative function, the
          SDHR resolves complaints by conducting public hearings before
          administrative law judges. The SDHR does not litigate claims in
          court on behalf of claimants. On December 27, 2008, the SDHR issued
          a determination that probable cause existed that the Company may
          have violated applicable law and directed that a public hearing be
          held before an administrative law judge with respect to each former
          employee's claim. The SDHR has not yet scheduled these matters for
          hearing. The SDHR is authorized to award legal and equitable relief,
          including, reinstatement, back pay, and compensatory damages. The
          Company intends to vigorously defend these claims and believes that
          there are meritorious defenses in each case.

Note 14 - REVENUES FROM MAJOR CUSTOMERS:

          In the fiscal year ended March 27, 2009 three customers accounted
          for approximately 26% of revenues. During the year ended March 28,
          2008 approximately 30% of the Company's total revenues were earned
          from three customers. Total sales to these customers were
          approximately $2,800,000 and $2,340,000, respectively. No other
          customer accounted for over 10% of the Company's sales. Accounts
          receivable as of March 27, 2009 included receivables from three
          customers, which amounted to 32% of the total accounts receivable.


                                      -47-
<PAGE>

                                 IEH CORPORATION

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

                                   IEH CORPORATION


                                   By:  /s/ Michael Offerman
                                        -------------------------------------
                                        Michael Offerman
                                        President and Chief Executive Officer

Dated: July 10, 2009

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


/s/    Michael Offerman                                 July 10, 2009
---------------------------------------------
Michael Offerman, Chairman of the
 Board, Chief Executive Officer and President


/s/  Robert Knoth                                       July 10, 2009
---------------------------------------------
Robert Knoth, Secretary and
 Treasurer; Chief Financial Officer,
 Controller and Principal Accounting Officer


/s/   Murray Sennet                                     July 10, 2009
---------------------------------------------
Murray Sennet, Director


/s/ Alan Gottlieb                                       July 10, 2009
---------------------------------------------
Alan Gottlieb, Director


/s/ Gerald E. Chafetz                                   July 10, 2009
---------------------------------------------
Gerald E. Chafetz


                                      -48-