UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                                 --------------

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                                 Date of Report
                                  May 23, 2008

                          ESPEY MFG & ELECTRONICS CORP.
             (Exact name of registrant as specified in its charter)


           New York                   001-04383                 14-1387171
(State or Other Jurisdiction         (Commission               (IRS Employer
      of Incorporation)              File Number)            Identification No.)

                     233 Ballston Avenue                12866
                 Saratoga Springs, New York
           (Address of principal executive offices)   (Zip Code)

               Registrant's telephone number, including area code:
                                 (518) 584-4100


                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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ITEM 8.01  Other Events

On May 27,  2008,  Espey  Mfg.  &  Electronics  Corp.  issued  a  press  release
announcing that the Company's Board of Directors had declared a cash dividend. A
copy of the press  release is  furnished  as Exhibit  99.1 to this  report.  The
information  in this  report  shall not be deemed  to be filed for  purposes  of
Section  18 of the  Securities  Exchange  Act of 1934  (the  Exchange  Act),  as
amended, or otherwise subject to the liability of that section, and shall not be
incorporated  by reference  into any  registration  statement or other  document
filed under the Securities Act of 1933, as amended,  or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.



Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.          Document
-----------          --------
99.1                 Press Release dated May 27, 2008





                                   SIGNATURES
                                   ----------

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

Date: May 28, 2008                ESPEY MFG. & ELECTRONICS CORP.


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




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