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
                                February 26, 2009

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


                          New York 001-04383 14-1387171
         (State or Other Jurisdiction of (Commission File (IRS Employer
           Incorporation) 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 5.02.  Departure  of Directors or Certain Officers;  Election of Directors;
            Appointment  of  Certain  Officers;   Compensatory  Arrangements  of
            Certain Officers.

On February 20, 2009,  the Board of Directors of Espey Mfg. & Electronics  Corp.
(the  "Company")  approved  amendments to a transition  services  agreement with
Howard Pinsley, the Company's Chief Executive Officer. As amended, the agreement
provides that upon Mr.  Pinsley's  termination or resignation as chief executive
officer  prior to December 31, 2011, he becomes a  non-executive  officer of the
Company  for a period of 36 months.  In  consideration  for the  performance  of
services to be provided by Mr.  Pinsley for the equivalent of 10 days per month,
he will receive full  benefits plus $16,000 per month for the first three months
and $8,666.67  per month for the next 33 months.  The full text of the agreement
is attached to this Report as Exhibit 10.2.

Item 5.03.  Amendments  to Articles of Incorporation or Bylaws; Change in Fiscal
            Year

On February 20, 2009, the Board of the Company adopted several amendments to the
Company's By-Laws. Such amendments were effective immediately.  The following is
a description of the amendments adopted:

      (i)   Article II, Section 9 - Advance  Notice of Shareholder  Nominees for
            Director and Other  Shareholder  Proposals for  Consideration at the
            Annual Meeting:

            (a)   The following sentence was added at the end of Paragraph (a):

                  "A proposal  submitted by a  shareholder  for inclusion in the
                  Corporation's  proxy  statement for an annual  meeting that is
                  appropriate for inclusion therein and otherwise  complies with
                  such Rule  shall be deemed  to have also been  submitted  on a
                  timely basis pursuant to this Section 9."

            (b)   Paragraph (b) was amended and restated to provide as follows:

                  "(b) A notice of the intent of a shareholder to bring a matter
                  before the meeting  ("Notice of Intent"),  including,  without
                  limitation,  any  nomination  for  director,  shall be made in
                  writing and received by the secretary of the  Corporation  not
                  more than one hundred  and eighty  (180) days or less than the
                  later of one hundred  and twenty  (120) days in advance of the
                  first  anniversary of the date on which the  Corporation  held
                  its  annual  meeting  in  the   immediately   preceding  year;
                  provided,  however,  that in the case of an annual  meeting of
                  shareholders  that is  called  for a date  that is not  within
                  thirty   (30)   calendar   days  before  or  after  the  first
                  anniversary  date of the annual meeting of shareholders in the
                  immediately  preceding year, any such Notice of Intent must be
                  received by the secretary not less than five (5) business days
                  after  the  date the  Corporation  shall  have  issued a press
                  release,  filed a  periodic  report  with the  Securities  and
                  Exchange Commission or otherwise publicly  disseminated notice
                  that an annual meeting of shareholders will be held."

            (c)   Existing   clause  (ix)  of  Paragraph  (c)  was  amended  and
                  redesignated  as clause (x) and new clause (ix) was added,  as
                  follows:

                  "(ix) such other information  regarding the matter proposed by
                  such  shareholder  as would be  required  to be  included in a
                  proxy  statement  filed

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                  pursuant to the proxy  rules of the  Securities  and  Exchange
                  Commission if the matter had been  proposed for  consideration
                  by the Board; and

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

            (d)   Existing  Paragraph (e) was  redesignated as Paragraph (f) and
                  new Paragraph (e) was added, as follows:

                  "(e) If a timely  furnished  Notice  of Intent  fails,  in the
                  reasonable judgment of the Board, or the Nominating  Committee
                  in the case of a Notice  of Intent  to make a  nomination,  to
                  contain the applicable  information specified in paragraph (c)
                  above,  or is  otherwise  deficient,  the Board or  Nominating
                  Committee  shall,  as  promptly  as is  practicable  under the
                  circumstances,  provide  written notice to the shareholder who
                  submitted  the Notice of Intent of the  failure or  deficiency
                  and such  shareholder  shall  have  five  business  days  from
                  receipt  of such  notice to submit a revised  Notice of Intent
                  that  corrects  such  failure or  deficiency  in all  material
                  respects."

      (ii)  Article III, Section 3 - Number of Directors:

            Paragraph  (a) was amended and restated to clarify how the number of
            directors  within  the  range  of  three  (3) to nine  (9)  would be
            determined. As restated, the Paragraph provides as follows:

                  "(a) Generally. The number of directors shall not be more than
                  nine (9) and not less than  three (3).  Within  the  foregoing
                  range, the actual number of directors shall be fixed from time
                  to time,  and may be increased or decreased,  by a vote of the
                  shareholders  or by a majority  of the entire  Board.  "Entire
                  Board"  shall  mean  the  number  of  directors  fixed  at the
                  applicable time."

      (iii) Article IV - Officers

            The Article was amended to provide for the  potential  separation of
            the  offices of Chief  Executive  Officer  and  President,  enabling
            different  persons  to be Chief  Executive  Officer  and  President.
            Sections 3 and 4, set forth the duties of such offices, as follows:

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

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                "Section 4.  President.  The  President,  if there is one, shall
                have the duties of a president of a  corporation  in  accordance
                with law,  if not  otherwise  assigned by the Board to the Chief
                Executive  Officer,  and  shall  have such  other  duties as are
                assigned to such  office by the Board from time to time.  At the
                request  of the Chief  Executive  Officer,  or in the event of a
                vacancy or his inability to act, the President  will perform the
                duties of the Chief Executive Officer,  and when so acting, will
                have all the powers of and be subject to all  restrictions  upon
                the Chief Executive Officer."

                The Article was also  amended to  authorize  the Board to assign
                the title "Chief Financial Officer" to the Treasurer.

                Miscellaneous  amendments were made to other by-laws in order to
                conform the  provisions to the amendment  separating the offices
                of Chief  Executive  Officer and  President and to make it clear
                that the person holding the title Chief Executive Officer, would
                be the chief executive of the Company.

         The complete  text of the Amended and  Restated  By-Laws of the Company
         (as amended through  February 20, 2009), are included in this Report as
         Exhibit 3.2.

Item 8.01.  Other Events

         On February  20, 2009,  the Board of the Company  adopted a Charter for
         the Compensation Committee,  which had been created by the Board at its
         meeting on  November  21,  2008.  A copy of the  Charter  is  available
         through the Company's website at www.espey.com.

Item 9.01   Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.      Document
-----------      --------
    3.2          Amended and Restated By-Laws of Espey Mfg. & Electronics Corp.
   10.2          Second Amended and Restated Howard Pinsley Agreement



                                   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: February 26, 2009            ESPEY MFG. & ELECTRONICS CORP.


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


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