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

                                   FORM 10-KSB

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 THE FISCAL YEAR ENDED MARCH 28, 2008.

[ ]     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.)
             Incorporation)

        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

Check whether the Registrant (1) 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 past 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 |_|

Check 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-KSB or any
amendment to this Form 10-KSB. [X]

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

The Registrant's revenues for the fiscal year ended March 28, 2008 were
$7,805,443.

The number of shares of Common Stock of the Registrant issued and outstanding as
of June 30, 2008 was 2,303,468.

The aggregate market value of the Registrant's voting stock (consisting of
Common Stock, $1.00 par value held by non-affiliates, computed by reference to
the closing price ($1.92) at which stock was sold on June 24, 2008, the last
trading day on which stock was reported to be sold, was $2,598,554.88.

DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Business Disclosure Format: Yes|_| No [X]


                                      -1-
<PAGE>

                                 IEH CORPORATION
                              INDEX TO FORM 10-KSB
                                                                            Page

PART I

   ITEM 1.        DESCRIPTION OF BUSINESS......................................4
   ITEM 2.        DESCRIPTION OF PROPERTY......................................9
   ITEM 3.        LEGAL PROCEEDINGS............................................9
   ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS......9

PART II

   ITEM 5.        MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
                     AND ISSUER'S PURCHASES OF EQUITY SECURITIES..............10
   ITEM 6         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS..11
   ITEM 7.        FINANCIAL STATEMENTS........................................18
   ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH
                     ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.......18
   ITEM 8A(T).    CONTROLS AND PROCEDURES.....................................18
   ITEM 8B.       OTHER INFORMATION...........................................19

PART III

   ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                     AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION 16(a) OF THE EXCHANGE ACT...........................20
   ITEM 10.       EXECUTIVE COMPENSATION......................................22
   ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT AND RELATED STOCKHOLDER MATTERS, AND DIRECTOR
                  INDEPENDENCE................................................24
   ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
                     AND DIRECTOR INDEPENDENCE................................25
   ITEM 13.       EXHIBITS....................................................25
   ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES......................26

   SIGNATURES                                                                 46


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.

                                      -2-

<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.

                                      -3-

<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1.    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 ISO9001. 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 28% and 71% of the Company's net sales for the
          year ended March 28, 2008.

          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 the customer has contracts
          for.

          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.

                                      -4-
<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1.    Business (continued)

           New Product Development (continued)

          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 $80,667 for
          the year ended March 28, 2008 and $69,122 for the year ended March 30,
          2007.

          On June 30, 1995, the Company applied to the Pension Benefit Guaranty
          Corporation ("PBGC") to have the PBGC assume all of the Company's
          responsibilities and liabilities under its Salaried Pension Plan. On
          April 26, 1996, the PBGC determined that the Salaried Pension Plan did
          not have sufficient assets available to pay benefits, which were and
          are currently due under the terms of such Plan.

          The PBGC further determined that pursuant to the provisions of the
          Employment Retirement Income Security Act of 1974, as amended
          ("ERISA") that the Salaried Pension Plan must be terminated in order
          to protect the interests of such Plan's participants. Accordingly, the
          PBGC proceeded pursuant to ERISA to have the Salaried Pension Plan
          terminated and the PBGC appointed as statutory trustee, and to have
          July 31, 1995 established as the such Plan's termination date.

          The Company and the PBGC negotiated a settlement of the entire matter
          effective July 2, 2001. Under the settlement agreement, the Company's
          liability to the PBGC was reduced to $244,000. The Company agreed to
          make payments as follows:

              September 1, 2003 to August 1, 2004       $2,000 per month
              September 1, 2004 to August 1, 2006       $3,000 per month
              September 1, 2006 to August 1, 2007       $4,000 per month

          Additionally, the Company has made balloon payments of $25,000 each on
          January 1, 2004, May 1, 2004, May 1, 2005 and January 1, 2006.

                                      -5-
<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1.  Business (continued)

         Commitments (continued)

         The Company also granted the PBGC a lien on the Company's machinery and
         equipment.

         As of August 31, 2007, the Company had satisfied its obligation to the
         PBGC and the resultant lien was removed.

         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% and 91% of the Company's net sales for the years
         ended March 28, 2008 and March 30, 2007, 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.

         Three of the Company's customers accounted for 30% of the Company's net
         sales for the year ended March 28, 2008. Each of those customers
         accounted for approximately 10% of the Company's sales. Two of the
         Company's customers accounted for 23% of the Company's net sales for
         the year ended March 30, 2007. The Company currently employs 15
         independent sales representatives to market its products in all regions
         in the United States.

                                      -6-
<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1.  Business (continued)

         Marketing and Sales (continued)

         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 28, 2008.

         International sales accounted for less than 1% of sales for the years
         ended March 28, 2008 and March 30, 2007, respectively.

         Backlog of Orders/Capital Requirements

         The backlog of orders for the Company's products amounted to
         approximately $3,650,000 at March 28, 2008, as compared to $2,864,000
         at March 30, 2007. 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.

         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.

                                      -7-
<PAGE>

                                 IEH CORPORATION

                                     PART I

Item 1.  Business (continued)

         Suppliers of Raw Materials and Component Parts (continued)

         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 $15,000 and $10,000 for the years ended March 28,
         2008 and March 30, 2007, 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 85 people, two (2) of whom
          are executive officers; four (4) are engaged in management activities;
          five (5) provide general and administrative services and approximately
          74 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 originally expired on March
          31, 2006 and was renegotiated and extended until March 31, 2009. 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.

         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.

                                      -8-
<PAGE>

                                 IEH CORPORATION

                                     PART I


Item 1.  Business (continued)

         Governmental Regulations (continued)

         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 2.  Properties

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

         Fiscal year ending March:

         2009                  $168,384
         2010                   168,384
         2011                   112,256
                               --------

                               $449,024
                               ========

         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 year ended March 28, 2008 and March 30, 2007
         was $145,068 and $142,369, 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

         The Company is not a party to or aware of any pending or threatened
         legal proceedings which would result in any material adverse effect on
         its operations or its financial condition.

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 28, 2008.

                                      -9-
<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 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

         Fiscal Year ended March 30, 2007(*)

         1st Quarter                                         $2.17      $1.90
         2nd Quarter                                         $4.45      $2.00
         3rd Quarter                                         $2.45      $1.73
         4th Quarter                                         $1.95      $1.80


         (*) 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 June
          24, 2008 the high bid for the common stock was $1.92 and the low bid
          was $1.92.

                                      -10-
<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 June
         27, 2008 was approximately 557. 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.

Item 6.  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 the financial statements and related footnotes, 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 have the most significant effect on the Company's reported
         results and require the most difficult, subjective or complex judgments
         by management.

                                      -11-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

         Critical Accounting Policies (continued)

         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.

                                      -12-
<PAGE>
                                 IEH CORPORATION

                                     PART II

Item 6.  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 $15,000 and $10,000 for the years ended March
            28, 2008 and March 30, 2007, 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 28,  March 30,
                                                             2008       2007
                                                           --------   --------

         Operating Revenues (in thousands)                 $  7,805   $  6,256
                                                           --------   --------

         Operating Expenses:
           (as a percentage of Operating Revenues)

                     Costs of Products Sold                    70.8%      73.8%
                     Selling, General and Administrative       16.4%      18.2%
                     Interest Expense                           2.3%       1.2%
                     Depreciation and amortization              2.5%       3.0%
                                                           --------   --------

                            TOTAL COSTS AND EXPENSES           92.0%      96.2%
                                                           --------   --------

         Operating Income (loss)                                8.0%       3.8%

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

         Income (loss) before Income Taxes                      8.0%       3.8%

         Income Taxes                                           (.3%)      (.6%)
                                                           --------   --------

         Net Income (loss)                                      7.7%       3.2%
                                                           ========   ========

                                      -13-
<PAGE>

                                 IEH CORPORATION

                                     PART II

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

         Results of Operations (continued)

         Year End Results: March 28, 2008 vs. March 30, 2007

         Operating revenues for the year ended March 28, 2008 amounted to
         $7,805,443 reflecting a 24.8% increase versus the year ended March 30,
         2007 revenues of $6,255,606. 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% and 91% of the Company's net sales for the fiscal
         years ended March 28, 2008 and March 30, 2007, 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 28, 2008, three of the Company's
         customers accounted for approximately 30% of total sales. Each of those
         customer accounted for approximately 10% 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 28, 2008, 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 28% and 71% of the Company's net sales for the year ended
         March 28, 2008 and 27% and 72% for the year ended March 30, 2007
         respectively. Approximately 1% of net sales were made to international
         customers.

         Cost of products sold amounted to $5,526,475 for the fiscal year ended
         March 28, 2008, or 70.8% of operating revenues. This reflected a
         $907,349 or 19.6% increase in the cost of products sold from $4,619,126
         or 73.8% of operating revenues for the fiscal year ended March 30,
         2007. 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 $1,277,924 and
         $1,138,668 or 16.4% and 18.2% of operating revenues for the fiscal
         years ended March 28, 2008 and March 30, 2007, respectively. This
         category of expense increased by $139,256 or 12.2% from the prior year.
         The increase can be attributed to an increase in commissions and
         travel.

         Interest expense was $177,675 for the fiscal year ended March 28, 2008
         or 2.3% of operating revenues. For the fiscal year ended March 30,
         2007, interest expense was $73,506 or 1.2% of operating revenues. The
         increase of $104,169 or 141.7% reflects the interest payments made as
         part of the settlement with the UAW Local 259 pension fund which
         amounted to $85,052.

                                      -14-
<PAGE>

                                 IEH CORPORATION

                                     PART II


Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

         Results of Operations (continued)

         Year End Results: March 28, 2008 vs. March 30, 2007

         Depreciation and amortization of $197,900 or 2.5% of operating revenues
         was reported for the fiscal year ended March 28, 2008. This reflects an
         increase of $13,143 or 7.1% from the prior year ended March 30, 2007 of
         $184,757 or 3.0% of operating revenues. The increase is due primarily
         to new capital assets being purchased over the current fiscal year.

         The Company reported net income of $603,865 for the year ended March
         28, 2008 representing basic earnings of $.26 per share as compared to
         net income of $200,693 or $.09 per share for the year ended March 30,
         2007. 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 $1,890,722 as of March 28, 2008
         compared to a working capital of $1,267,189 as of March 30, 2007. The
         increase in working capital of $623,533 was attributable to the
         following items:

                  Net income                               $ 603,865
                  Depreciation and amortization              197,900
                  Capital expenditures                      (178,023)
                  Other transactions                            (209)
                                                           ---------
                                                           $ 623,533
                                                           =========

         As a result of the above, the current ratio (current assets to current
         liabilities) was 2.42 to 1 at March 28, 2008 as compared to 1.95 to 1.0
         at March 30, 2007. Current liabilities at March 28, 2008 were
         $1,329,138 compared to $1,334,302 at March 30, 2007.

         The Company reported $178,023 in capital expenditures for the year
         ended March 28, 2008 and reported depreciation of $197,900 for the year
         ended March 28, 2008.

         The net income of $603,865 for the year ended March 28, 2008 resulted
         in an increase in stockholders' equity to $3,087,885 as compared to
         stockholders' equity of $2,484,020 at March 30, 2007.

         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 28, 2008 the amount outstanding with the factor was
         $513,378 as compared to $477,387 at March 30, 2007. 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.

                                      -15-
<PAGE>

                                 IEH CORPORATION

                                     PART II


Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

         Liquidity and Capital Resources (continued)

         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 collectablity of all 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 30, 2007, the amount due this officer was
         $91,000.

         During the year ended March 28, 2008 the Company had repaid $74,000,
         leaving a remaining balance of $17,000 due to this officer.

          The Company has a collective bargaining multi-employer pension 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 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 $80,667 for the year ended March 28,
          2008 and $69,122 for the year ended March 30, 2007.

          On June 30, 1995, the Company applied to the PBGC to have the PBGC
          assume all of the Company's responsibilities and liabilities under its
          Salaried Pension Plan. On April 26, 1996, the PBGC determined that the
          Salaried Pension Plan did not have sufficient assets available to pay
          benefits, which were and are currently due under the terms of such
          Plan.

          The PBGC further determined pursuant to the provisions of ERISA that
          the Salaried Pension Plan must be terminated in order to protect the
          interests of the Salaried Pension Plan's participants.

                                      -16-
<PAGE>
                                 IEH CORPORATION
                                     PART II


Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

          Liquidity and Capital Resources (continued)

          Accordingly, the PBGC proceeded pursuant to ERISA to have the Salaried
          Pension Plan terminated and the PBGC appointed as statutory trustee,
          and to have July 31, 1995 established as of such Plan's termination
          date.

          The Company and the PBGC negotiated a settlement on the entire matter
          and on July 2, 2001, an agreement was reached whereby the Company's
          liability to the PBGC was reduced to $244,000. The Company would make
          monthly payments to the PGBC as follows:


         September 1, 2003 to August 1, 2004              $2,000 per month
         September 1, 2004 to August 1, 2006              $3,000 per month
         September 1, 2006 to August 1, 2007              $4,000 per month

          Additionally, the Company has made balloon payments of $25,000 each on
          January 1, 2004, May 1, 2004, May 1, 2005 and January 1, 2006.

          The Company also granted the PBGC a lien on the Company's machinery
          and equipment.

          As of August 31, 2007, the Company had satisfied its obligation to the
          PGBC and the lien on the Company's machinery and equipment was
          released.

         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 28, 2008,
          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 28, 2008, the contribution was $30,100. For the year ended
          March 30, 2007, the contribution was $20,000.

                                      -17-
<PAGE>
                                 IEH CORPORATION
                                     PART II

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

         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.

Item 7.  Financial Statements

          See Index to Financial Statements attached hereto appearing at pages
          27 to 45.

Item 8.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure

         Not applicable.

Item 8A(T). Controls and Procedures

         Disclosure Controls

         Our management, including our Chief Executive Officer and Chief
         Financial Officer, has evaluated 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 Exchange 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 principal executive officer and principal 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 28, 2008.

         Internal Controls

         There has not been any change in our internal control over financial
         reporting during our quarter ended March 28, 2008, that has materially
         affected, or is reasonably likely to materially affect, our internal
         control over financial reporting.

         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

                                      -18-
<PAGE>

         Item 8A(T). Controls and Procedures

         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.

         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 8B. Other Information

None.

          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.

                                      -19-
<PAGE>

                                 IEH CORPORATION

                                    PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (a) of the Exchange Act

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

                Name           Age                         Office

          Michael Offerman      67        Chairman of the Board of Directors,
                                          President and Chief Executive Officer

          Robert Knoth          66        Chief Financial Officer, Controller,
                                          Secretary and Treasurer

          Murray Sennet         87        Director

          Allen Gottlieb        67        Director


          All directors serve for a term of two years and until their successors
          are duly elected. All officers serve at the discretion of the Board of
          Directors.

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

          Executive Officers and Directors

          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 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 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 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.

                                      -20-
<PAGE>

                                 IEH CORPORATION

                                    PART III


          Item 9. Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16 (a) of the Exchange Act (continued)

          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, Mr. Iskin worked as a
          materials and purchasing specialist, in manufacturing and distribution
          companies. In his last position with an industrial distributor, Mr.
          Iskin 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.

          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 industries that specify exceptional reliability and
          performance in electrical and electronic equipment. Before joining
          IEH, Robert worked for more than twenty years in 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.

          Certain Reports

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

          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 fiscal year, except for certain private acquisitions in the amount
          of 1,370 shares of common stock purchased by Mr. Knoth, the Company's
          Chief Financial Officer, Controller, Secretary and Treasurer, which
          purchases were inadvertently not reported on Form 4.

                                      -21-
<PAGE>

                                 IEH CORPORATION

                                    PART III


Item 10. Executive Compensation

         The following table sets forth below the summary compensation paid or
         accrued by the Company during the fiscal years ended March 28,
         2008, March 30, 2007, and March 31, 2006 for the Company's Chief
         Executive Officer:
<TABLE>
<CAPTION>
                                                                                          Other Annual
         Name and Principal Position               Year           Salary      Bonus       Compensation
         --------------------------------    --------------    -----------   --------    --------------
<S>                                                <C>         <C>           <C>              <C>
         Michael Offerman, Chief
         Executive Officer, President (1)    March 28, 2008     $ 105,000     $18,500          0
                                             March 30, 2007       100,000       5,000          0
                                             March 31, 2006       100,000      24,000          0
</TABLE>

         (1)      During the years ended March 28, 2008, March 30, 2007 and
                  March 31, 2006, 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.

         No other officer of the Company received compensation (salary and
         bonus) in excess of $100,000 during the fiscal years ended, March 28,
         2008, March 30, 2007 and March 31, 2006.

         Pension/Benefit Incentive Plan

         In 1964, the Company's shareholders and Board of Directors adopted
         a contributory pension plan (the "Salaried Pension Plan") effective
         April 1, 1964, for salaried employees of the Corporation. 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.

                                      -22-
<PAGE>

                                 IEH CORPORATION

                                    PART III

Item 10. Executive Compensation (continued)

         Pension/Benefit Incentive Plan (continued)

         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.

         On June 30, 1995, the Company applied to the PBGC to have the PBGC
         assume all of the Company's responsibilities and liabilities under its
         Salaried Pension Plan. On April 26, 1996, the PBGC determined that the
         Salaried Pension Plan did not have sufficient assets available to pay
         benefits, which were and are currently due under the terms of the
         Plan.

         The PBGC further determined pursuant to the provisions of ERISA that
         the Plan must be terminated in order to protect the interests of the
         Plan's participants. Accordingly, the PBGC proceeded pursuant to ERISA
         to have the Plan terminated and the PBGC appointed as statutory
         trustee, and to have July 31, 1995 established as the
         Plan'stermination date.

         The Company and the PBGC negotiated a settlement on the entire matter
         and on July 2, 2001, an agreement was reached whereby the Company's
         liability to the PBGC was reduced to $244,000. The Company will make
         monthly payments to the PBGC as follows:

           September 1, 2003 to August 1, 2004             $2,000 per month
           September 1, 2004 to August 1, 2006             $3,000 per month
           September 1, 2006 to August 1, 2007             $4,000 per month


         Additionally, the Company has made balloon payments of $25,000 each on
         January 1, 2004, May 1, 2004, May 1, 2005 and January 1, 2006.


         The Company also granted the PBGC a lien on the Company's machinery and
         equipment.

                                      -23-
<PAGE>
                                 IEH CORPORATION

                                    PART III

Item 10. Executive Compensation (continued)

         Pension/Benefit Incentive Plan (continued)

         As a result of this agreement the amount due the PBGC was restated to
         $244,000. $43,000 was paid during the year ended March 30, 2007,
         $86,000 was paid during the year ended March 31, 2006, $56,000 was paid
         during the year ended March 25, 2005 and $39,000 was paid during the
         year ended March 26, 2004. The remaining balance of $20,000 was paid
         during the year ended March 28, 2008.

         As of August 31, 2007, the Company had satisfied its obligation to the
         PBGC and the lien on the Company's machinery and equipment was removed.

         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 year ended March
         28, 2008 the contribution was $30,100. The contribution for the year
         ended March 30, 2007 was $20,000.

                                 IEH CORPORATION

                                    PART III

Item 11.    Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information as of June 30, 2008
         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, 2008, there were 2,303,468 shares of common stock issued and
         outstanding.

<TABLE>
<CAPTION>

                                                                     Amount of and Nature
                                                                         of Beneficial
                             Name and Address of Beneficial Owner          Ownership             Percentage of Class
      Title of Class
<S>                              <C>                                        <C>                       <C>

Common Stock                Michael Offerman                               923,784                        40%
$.01 Par Value              140 58th Street
                            Brooklyn, NY 11220(1)

                            Murray Sennet                                   24,500                       1.1%
                            1900 Manor Lane
                            Plano, TX 75093

                            Allen Gottlieb                                       0                         0
                            325 Coral Way
                            Ft. Lauderdale, FL 33301

                            Robert Knoth                                     1,770                         *
                            140 58th Street
                            Brooklyn, NY  11220
All Officers & Directors as a Group
(4 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 12.   Certain Relationships and Related Transactions

         Other than the employment terms for its executive officers as described
         elsewhere in this Form 10-KSB, and as described below, there have been
         no related transactions between the Company, officers, directors or
         shareholders holding in excess of 5% of its securities within the last
         three years.

                                      -24-

<PAGE>
                                 IEH CORPORATION

                                    PART III

Item 12.   Certain Relationships and Related Transactions (continued)

         During the year ended March 26, 2004, two of the Company's officers,
         (Michael Offerman, President and the Chief Executive Officer and Robert
         Knoth, the Chief Financial Officer, Controller and the Principal
         Accounting Officer) loaned the Company a total of $52,000 on a
         non-interest bearing basis. The Company used these funds as a source of
         additional working capital.

         During the year ended March 25, 2005, Mr. Robert Knoth loaned the
         Company an additional $135,744 on a non-interest bearing basis as well.
         These funds were used by the Company for working capital requirements.
         Through the period ended March 31, 2006, the Company had repaid
         $108,744 of the total funds loaned to it.

         During the year ended March 30, 2007 one of the officers loaned the
         Company an additional $88,000 on a non-interest bearing basis. During
         the same period the Company had repaid $76,000 of the loans made to it.
         The balance due to one of these officers at March 30, 2007 was $91,000.

Item 13.   Exhibits


         Exhibits filed with Form 10-KBS:

         31.1 Certification of Principal Executive Officer pursuant to Section17
         CFR 240.13a-14(a) or 17 CFR 240.15d-14(a).

         31.2 Certification of Principal Accounting Officer pursuant to
         Section17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a).

         32.1 Certification by Michael Offerman, President and Principal
         Executive 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.

         32.2 Certification by Robert Knoth, Chief Financial Officer, Controller
         and Principal Accounting 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.

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 28,
         2008. 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 the firm 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 28, 2008 and March 30,
          2007, IEH paid an aggregate of $31,250 and $30,000, 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 28, 2008 and
          March 30, 2007, 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 28, 2008 and March 30,
          2007, 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 28, 2008, IEH did
          not pay any other fees for services to its 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 28, 2008 has not compromised the
          independence of Jerome Rosenberg, CPA P.C.

          The Board of Directors of the Company is comprised of three 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

                                      -25-
<PAGE>
IEH CORPORATION

                                    PART III

          Item 14. Principal Accountant Fees and Services (continued)


          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.

          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.


                                      -26-
<PAGE>

                                 IEH Corporation

                                    Contents

                        March 28, 2008 and March 30, 2007

<TABLE>
<CAPTION>

                                                                                               Page

                                                                                              Number
                                                                                              ------
<S>                                                                                             <C>
Report of Independent Registered Public Accounting Firm                                         28

Financial Statements:

         Balance Sheets as of March 28, 2008 and March 30, 2007                                 29

         Statement of Operations for the years ended March 28, 2008
            and March 30, 2007                                                                  31

         Statement of Stockholders' Equity as of March 28, 2008 and March 30, 2007              32

         Statement of Cash Flows for the years ended March 28, 2008 and March 30, 2007          33

Notes to Financial Statements                                                                   35

</TABLE>

                                      -27-
<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
28, 2008 and March 30, 2007 and the related statements of operations,
stockholders' equity, and cash flows for each of the two years in the periods
ended March 28, 2008 and March 30, 2007. 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 28,
2008 and March 30, 2007 and the results of its operations and its cash flows for
each of the two years ended March 28, 2008 and March 30, 2007 in conformity with
U.S. generally accepted accounting principles.


                                                Jerome Rosenberg, CPA, P.C.
                                                   Melville, New York
                                                     June 10, 2008

                                      -28-
<PAGE>
<TABLE>
<CAPTION>

                                    IEH CORPORATION

                                    BALANCE SHEETS

                        As of March 28, 2008 and March 30, 2007

                                                                     March 28,      March 30,
                                                                       2008           2007
                                                                   ------------   ------------
<S>                                                                  <C>            <C>

                                          ASSETS

CURRENT ASSETS:
  Cash                                                             $     29,136   $     34,908
  Accounts receivable, less allowances for doubtful accounts
     of $11,562 at March 28, 2008 and March 30, 2007                  1,180,220        981,571
  Inventories (Note 2)                                                1,986,367      1,573,632
  Prepaid expenses and other current assets (Note 3)                     24,137         11,380
                                                                   ------------   ------------

          Total Current Assets                                        3,219,860      2,601,491
                                                                   ------------   ------------


PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation and
   amortization of $6,756,178 at March 28, 2008
   and $6,558,278 at March 30, 2007 (Note 4)                          1,172,379      1,192,256
                                                                   ------------   ------------
                                                                      1,172,379      1,192,256
                                                                   ------------   ------------

OTHER ASSETS:
  Other assets                                                           24,784         25,098
                                                                   ------------   ------------
                                                                         24,784         25,098
                                                                   ------------   ------------

        Total Assets                                               $  4,417,023   $  3,818,845
                                                                   ============   ============


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

                                         -29-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                           IEH CORPORATION

                                            BALANCE SHEETS

                               As of March 28, 2008 and March 30, 2007


                                                                              March 28,    March 30,
                                                                                2008         2007
                                                                            -----------   -----------
<S>                                                                              <C>            <C>
                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts receivable financing (Note 5)                                  $   513,378   $   477,387
    Notes payable, equipment, current portion (Note 7)                               --         3,136
    Loans payable- officers (Note 8)                                             17,000        91,000
    Accrued corporate income taxes                                               22,103         5,800
    Accounts payable                                                            584,938       588,804
    Pension plan payable, current portion (Note 10)                                  --        20,000
    Other current liabilities (Note 6)                                          191,719       148,175
                                                                            -----------   -----------

          Total Current Liabilities                                           1,329,138     1,334,302
                                                                            -----------   -----------

LONG-TERM LIABILITIES:
    Pension Plan payable, less current portion (Note 10)                             --            --
    Notes payable, equipment, less current portion (Note 7)                          --           523
                                                                            -----------   -----------
          Total long-term Liabilities                                                --           523
                                                                            -----------   -----------

          Total Liabilities                                                   1,329,138     1,334,825
                                                                            -----------   -----------

STOCKHOLDERS' EQUITY:
    Common stock, $.01 par value; 10,000,000 shares authorized; 2,303,468
      shares issued and outstanding at March 28, 2008 and
      March 30, 2007                                                             23,035        23,035
    Capital in excess of par value                                            2,744,573     2,744,573
    Retained earnings (Deficit)                                                 320,277      (283,588)
                                                                            -----------   -----------

          Total Stockholders' Equity                                          3,087,885     2,484,020
                                                                            -----------   -----------

          Total Liabilities and Stockholders' Equity                        $ 4,417,023   $ 3,818,845
                                                                            ===========   ===========


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

                                                -30-
</TABLE>
<PAGE>


                                 IEH CORPORATION

                             STATEMENT OF OPERATIONS

              For the Years Ended March 28, 2008 and March 30, 2007

                                                             Years Ended
                                                      -------------------------
                                                       March 28,     March 30,
                                                         2008           2007
                                                      -----------   -----------

REVENUE, net sales (Note 15)                          $ 7,805,443   $ 6,255,606
                                                      -----------   -----------

COSTS AND EXPENSES:
  Cost of products sold                                 5,526,475     4,619,126
  Selling, general and administrative                   1,277,924     1,138,668
  Interest expense                                        177,675        73,506
  Depreciation and amortization                           197,900       184,757
                                                      -----------   -----------
                                                        7,179,974     6,016,057
                                                      -----------   -----------


OPERATING INCOME                                          625,469       239,549

OTHER INCOME                                                  475         1,144
                                                      -----------   -----------

INCOME BEFORE INCOME TAXES                                625,944       240,693

PROVISION FOR INCOME TAXES                                (22,079)      (40,000)
                                                      -----------   -----------

NET INCOME                                            $   603,865   $   200,693
                                                      ===========   ===========

BASIC AND DILUTED EARNINGS PER COMMON SHARE (Note 1)  $       .26   $       .09
                                                      ===========   ===========

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.

                                      -31-
<PAGE>
<TABLE>
<CAPTION>

                                           IEH CORPORATION

                                  STATEMENT OF STOCKHOLDERS' EQUITY

                        For the Years Ended March 28, 2008 and March 30, 2007



                                                          Capital in      Retained
                                                          Excess of       Earnings
                                  Common Stock            Par Value       (Deficit)        Total
                           ---------------------------   ------------   ------------    ------------
                              Shares         Amount
                           ------------   ------------
<S>                          <C>         <C>            <C>            <C>             <C>
Balances, March 31, 2006      2,303,468   $     23,035   $  2,744,573   $   (484,281)   $  2,283,327

Net income: year ended
  March 30, 2007                     --             --             --        200,693         200,693
                           ------------   ------------   ------------   ------------    ------------

Balances, March 30, 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




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

                                                -32-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                           IEH CORPORATION

                                       STATEMENT OF CASH FLOWS
                                     Increase (Decrease) in Cash

                        For the Years Ended March 28, 2008 and March 30, 2007



                                                                                Years Ended
                                                                       ----------------------------
                                                                         March 28,       March 30,
                                                                           2008            2007
                                                                       ------------    ------------
<S>                                                                         <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                           $    603,865    $    200,693
                                                                       ------------    ------------

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

  Depreciation and amortization                                             197,900         184,757

Changes in assets and liabilities:
  (Increase) in accounts receivable                                        (198,649)        (81,224)
  (Increase) in inventories                                                (412,735)        (33,209)
  (Increase) decrease in prepaid expenses and other current assets          (12,757)         14,612
  (Increase) decrease in other assets                                           314          (1,921)

  (Decrease) in accounts payable                                             (3,866)       (187,067)
   Increase (decrease) in other current liabilities                          43,544         (39,861)
   Increase (decrease) in accrued corporate income taxes                     16,303         (27,897)
  (Decrease) in pension plan payable                                        (20,000)        (43,000)
                                                                       ------------    ------------

               Total adjustments                                           (389,946)       (214,810)
                                                                       ------------    ------------

NET CASH PROVIDED BY (USED) FOR OPERATING ACTIVITIES                        213,919         (14,117)
                                                                       ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Acquisition of property, plant and equipment                            (178,023)       (176,869)
                                                                       ------------    ------------

          NET CASH USED BY INVESTING ACTIVITIES                        $   (178,023)   $   (176,869)
                                                                       ------------    ------------


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

                                                -33-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                 IEH CORPORATION

                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash

              For the Years Ended March 28, 2008 and March 30, 2007

                                                      March 28,     March 30,
                                                        2008          2007
                                                     ----------    ----------
<S>                                                      <C>          <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable, equipment       $   (3,659)   $   (3,136)
Proceeds from accounts receivable financing              35,991       208,288
Proceeds (repayment) of loans payable - officers        (74,000)       12,000
                                                     ----------    ----------

NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES        (41,668)      217,152
                                                     ----------    ----------

INCREASE (DECREASE) IN CASH                              (5,772)       26,166

CASH, beginning of period                                34,908         8,742
                                                     ----------    ----------

CASH, end of period                                  $   29,136    $   34,908
                                                     ==========    ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION,
   Cash paid during the year for:

     Interest                                        $  169,814    $   64,614
                                                     ==========    ==========

     Income Taxes                                    $    6,966    $   35,613
                                                     ==========    ==========




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

                                      -34-
</TABLE>
<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 28, 2008 and March 30, 2007 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.

                                      -35-
<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:

          The Company maintains cash balances at one bank. Amounts on deposit
          are insured by the Federal Deposit Insurance Corporation up to
          $100,000 in the aggregate. Financial instruments, which potentially
          subject the Corporation to concentrations of credit risk consist
          primarily of cash, cash equivalents and accounts receivable.

          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".

                                      -36-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

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

          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 28, 2008 and March 30, 2007, 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.

          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 28,
          2008 and March 30, 2007.

          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 28, 2008 and March 30, 2007.

                                      -37-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

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

          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 $15,000 and $10,000 for the years ended March 28,
          2008 and March 30, 2007, 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 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 28, 2008.

                                      -38-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

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

          Effect of New Accounting Pronouncements: (continued)

          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.


                                      -39-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


Note 2 -  INVENTORIES: (continued)

          Inventories are comprised of the following:

                              March 28,     March 30,
                                2008         2007
                             ----------   ----------

          Raw materials      $  927,774   $  873,958
          Work in progress      788,519      368,675
          Finished goods        270,074      330,999
                             ----------   ----------

                             $1,986,367   $1,573,632
                             ==========   ==========

Note 3 -  PREPAID EXPENSES AND OTHER CURRENT ASSETS:

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

                                    March 28,  March 30,
                                      2008       2007
                                    --------   --------

          Prepaid insurance         $ 16,348   $  1,636
          Prepaid corporate taxes      7,681      9,744
          Other current assets           108         --
                                    --------   --------
                                    $ 24,137   $ 11,380
                                    ========   ========

Note 4 -  PROPERTY, PLANT AND EQUIPMENT:

          Property, plant and equipment are as follows:

                                                March 28,    March 30,
                                                  2008         2007
                                               ----------   ----------

          Computers                            $  212,321   $  210,321
          Leasehold improvements                  585,831      585,831
          Machinery and equipment               4,903,733    4,810,708
          Tools and dies                        2,063,187    1,980,189
          Furniture and fixture                   155,935      155,935
          Website development cost                  7,550        7,550
                                               ----------   ----------

                                                7,928,557    7,750,534
          Less: accumulated depreciation and
          amortization                          6,756,178    6,558,278
                                               ----------   ----------

                                               $1,172,379   $1,192,256
                                               ==========   ==========

                                      -40-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


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 5.25% at March 28, 2008,
          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 Lender upon receiving sixty days
          prior notice. The loan is secured by the Company's accounts receivable
          and inventories. The balance due under this agreement as of March 28,
          2008 was $513,378. The balance due as of March 30, 2007 was $477,387.

Note 6 -  OTHER CURRENT LIABILITIES:

          Other current liabilities are comprised of the following:

                                           March 28     March 30,
                                             2008         2007
                                          ----------   ----------

          Payroll and vacation accruals   $  172,215   $  124,044
          Sales commissions                   16,504       21,381
          Other                                3,000        2,750
                                          ----------   ----------
                                          $  191,719   $  148,175
                                          ==========   ==========

Note 7 -  NOTES PAYABLE EQUIPMENT:

          The Company financed the acquisition of new equipment with the
          issuance of notes payable. The notes were payable over a sixty
          month period. During the year ended March 28, 2008, the
          Company had paid down the remaining balance of $3,659.

Note 8 -  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 30, 2007,
          the amount due this officer was $91,000.

          During the year ended March 28, 2008 the Company had repaid
          $74,000, leaving a remaining balance of $17,000 due to this
          officer.


                                      -41-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


Note 9 -  INCOME TAXES:

          Income taxes are provided for the tax effects of transactions reported
          in the financial statements, and consist of taxes currently due as
          well as deferred taxes related to differences between financial
          statement and tax basis of assets and liabilities for financial
          statement and income tax reporting purposes. Deferred tax assets and
          liabilities represent the future tax consequences of these temporary
          differences, which will either be taxable or deductible in the year in
          which the assets or liabilities are recovered or settled. Accordingly,
          measurement of the deferred tax assets and liabilities attributable to
          the book-tax basis differentials are computed at a rate of 34% for
          federal and l2% for state and local tax purposes.

          As of March 28, 2008, the Company had utilized all of its net
          operating loss carryforwards, and accordingly as of that date, the
          Company no longer recorded any deferred tax assets.

          The components of the deferred tax assets and liabilities as of March
          30, 2007 were as follows:

                                                               March 30,
                                                                  2007
                                                               ---------
          Deferred tax assets:

          Net operating loss carryforwards                     $ 802,684
                                                               ---------

          Gross deferred assets tax assets                       802,684

          Deferred tax liabilities:

          State income taxes                                     (32,750)
                                                               ---------

          Net deferred tax assets before valuation allowance     769,934

          Valuation allowance                                   (769,934)
                                                               ---------

          Net deferred tax assets                              $       0
                                                               =========

          SFAS No. 109 requires that a valuation allowance be recorded when it
          is more likely than not that some or all of the deferred tax assets
          will not be realized.


                                      -42-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


Note 9 -  INCOME TAXES: (continued)

          A reconciliation of income taxes computed at the Federal statutory
          rate as compared to income tax expense at the effective income tax is
          as follows:

                                                                   March 30,
                                                                     2007
                                                                   ---------

          Federal statutory income tax (benefit) rate                (34.0)%

          State tax benefit, net of Federal liability                (21.0)%

          Net change in valuation allowance                           55.0%

          Effective income tax (benefit) rate                         ( - )%

Note 10 - PENSION PLAN-SALARIED PERSONNEL:

          On June 30, 1995, the Company applied to the Pension Benefit Guaranty
          Corporation ("PBGC") to have the PBGC assume all of the Company's
          responsibilities and liabilities under its Salaried Pension Plan. On
          April 26, 1996, the PBGC determined that the Salaried Pension Plan did
          not have sufficient assets available to pay benefits, which were and
          are currently due under the terms of the Plan.

          The PBGC further determined that pursuant to the provisions of the
          Employment Retirement Income Security Act of 1974, as amended
          ("ERISA"), that the Plan must be terminated in order to protect the
          interests of the Plan's participants. Accordingly, the PBGC proceeded
          pursuant to ERISA to have the Plan terminated and the PBGC appointed
          as statutory trustee, and to have July 31, 1995 established as the
          Plan's termination date.

          The Company and the PBGC negotiated a settlement on the entire matter
          and on July 2, 2001, an agreement was reached whereby the Company's
          liability to the PBGC was reduced to $244,000. The Company would make
          monthly payments to the PBGC as follows:

                September 1, 2003 to August 1, 2004         $2,000 per month
                September 1, 2004 to August 1, 2006         $3,000 per month
                September 1, 2006 to August 1, 2007         $4,000 per month


          Additionally, the Company has made balloon payments of $25,000 each on
          January 1, 2004, May 1, 2004, May 1, 2005 and January 1, 2006.

          The Company also granted the PBGC a lien on the Company's machinery
          and equipment.

          As of August 31, 2007, the Company had satisfied its obligation to the
          PBGC and the lien on the Company's machinery and equipment was
          released.

                                      -43-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


Note 10 - PENSION PLAN-SALARIED PERSONNEL: (continued)

          As a result of this agreement the amount due the PBGC was restated to
          $244,000. $43,000 was paid during the year ended March 30, 2007,
          $86,000 was paid during the year ended March 31, 2006, $56,000 was
          paid during the year ended March 25, 2005 and $39,000 was paid during
          the year ended March 26, 2004. The remaining balance of $20,000 was
          paid during the year ended March 28, 2008.

Note 11 - CHANGES IN STOCKHOLDERS' EQUITY:

          The accumulated deficit decreased by $603,865, which represents the
          net income for the fiscal year ended March 28, 2008. As a result, the
          Company reported retained earnings of $320,277.

Note 12-  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.

          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 28, 2008 no options had been granted under the
          2002 Plan.

Note 13 - 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 28, 2008, the Company's contribution was $33,100. For the
          year ended March 30, 2007 the contribution was $20,000.

                                      -44-
<PAGE>

                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 14 - 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:

          2009                                $ 168,384
          2010                                  168,384
          2011                                  112,256
                                              ---------
                                              $ 449,024
                                              =========

          The rental expense for the years ended March 28, 2008 and March 30,
          2007 was $145,068 and $142,369, respectively.

          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 $80,667 for the year ended March 28,
          2008 and $69,122 for the year ended March 30, 2007.


Note 15 - REVENUES FROM MAJOR CUSTOMERS:

          In the fiscal years ended March 28, 2008 three customers accounted for
          approximately 30% of revenues. During the year ended March 30, 2007
          approximately 23% of the Company's total revenues were earned from two
          customers. Total sales to these customers were approximately
          $2,340,000 and $1,428,000, respectively. No other customer accounted
          for over 10% of the Company's sales. Accounts receivable as of March
          28, 2008, included receivables from three customers, which amounted to
          54% of the total accounts receivable.


                                      -45-
<PAGE>
                                   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 15, 2008

         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 15, 2008
--------------------------------------------------
Michael Offerman, Chairman of the
 Board, Chief Executive Officer and President

/s/  Robert Knoth                                                  July 15, 2008
-----------------------------------------------------
Robert Knoth, Secretary and
 Treasurer; Chief Financial Officer,
 Controller and Principal Accounting Officer

/s/   Murray Sennet                                                July 15, 2008
----------------------------------------------------
Murray Sennet, Director


/s/ Alan Gottlieb                                                  July 15, 2008
-------------------------------------------
Alan Gottlieb, Director

                                      -46-