SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

Form 10-K


   XX  	Annual Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 for the fiscal year
ended December 31, 1997. [No Fee Required]

or

         	Transition report pursuant to Section 13 of 15(d) of
the Securities Exchange Act of 1934 for transition period
from         to         .

Commission File No. 0-3936

ORBIT INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)

	  Delaware						  11-1826363
(State or other jurisdiction of			 	     (I.R.S.
Employer
 incorporation or organization)			  Identification
No.)

80 Cabot Court, Hauppauge, New York 11788
(Address of principal executive offices)

Registrant's telephone number, including area code: (516) 435-
8300

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

Common Stock, $.10 par value per share

Indicate by check mark whether the Registrant has (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days.

			Yes    X   				No ______

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.       X

Aggregate market value of Registrant's voting stock held by non-
affiliates (based on shares held and the closing price quoted on
the Nasdaq National Market on March 16, 1998): $23,318,000

Number of shares of common stock outstanding as of the close of
the period covered by this report: 6,218,093.

Documents incorporated by reference: the Registrant's definitive
proxy statement to be filed pursuant to regulation 14A
promulgated under the Securities Exchange Act of 1934 in
connection with the Registrant's 1998 Annual Meeting of
Stockholders.




PART I


Item 1.	BUSINESS

General

		Orbit International Corp. (the "Company" or "Orbit")
conducts its operations through its Orbit Instrument Division
and its subsidiary, Behlman Electronics, Inc. Through its Orbit
Instrument Division, which includes its wholly-owned subsidiary,
Orbit Instrument of California, Inc., the Company is engaged in
the design, manufacture and sale of customized electronic
components and subsystems.  Behlman Electronics, Inc. is engaged
in the design and manufacture of distortion free commercial
power units, power conversion devices and electronic devices for
measurement and display.  In August 1996, the Company announced
that it was discontinuing operations of its apparel business.

		In February 1996, the Company, through its wholly-owned
subsidiary, Cabot Court, Inc., completed the acquisition of
certain of the assets of Astrosystems, Inc. and its wholly-owned
subsidiary, Behlman Electronics, Inc., each of which were
unaffiliated third parties.  Under the terms of the purchase
agreement, Orbit assumed certain liabilities relating to the
assets being acquired, including, without limitation,
obligations under the acquired contracts.  Concurrently with the
purchase, Cabot Court, Inc. changed its name to Behlman
Electronics, Inc. ("Behlman").

		On August 6, 1996, the Board of Directors of the Company
adopted a plan to sell and/or liquidate its remaining United
States and Canadian apparel operations.  The United States
operations consisted of the design, importation and manufacture
of women's active-wear and outer-wear, principally under the
East/West label, through the Company's East/West Division and
its subsidiary, East End Apparel Group Ltd.  In the fourth
quarter of 1996, the Company entered into a three-year license
agreement (the "Athco License Agreement") with Athco, Inc.
("Athco"), an unaffiliated third party, pursuant to which Orbit
granted to Athco the right to manufacture and sell ladies
apparel under the "East/West" trademark in the U.S. and Canada.
The Athco License Agreement is renewable for two additional
three-year terms at the option of Athco.  Under the terms of the
Athco License Agreement, Orbit is entitled to a royalty equal to
3% of the first $5,000,000 of net sales of the articles licensed
under such agreement during each year of the term and 2% of net
sales in excess of $5,000,000 during each such year.  Athco is
also required to pay annual guaranteed minimum royalties (which
are nonrefundable advances applied against actual royalties
earned by Orbit) ranging from $100,000 during the first year of
the term to $227,156 during the final year of the second renewal
term.  The operations of the East/West division are limited to
servicing such license.

		The Canadian apparel operations had been operated through
the Company's three wholly-owned subsidiaries in Canada: Canada
Classique Inc. ("Classique"), Winnipeg Leather (1991) Inc.
("Winnipeg Leather"), and Symax Garment Co. (1993) Ltd.
("Symax").  On March 12, 1997, Orbit commenced bankruptcy
proceedings against Classique, which manufactured branded
private label men's, women's and children's outer-wear in
Winnipeg, Manitoba, Canada, and Winnipeg Leather, which
manufactured women's garments under private labels in Winnipeg,
Manitoba, Canada.  Classique and Winnipeg Leather are now in
bankruptcy. In March 1997, Orbit appointed a receiver and
manager for the purpose of liquidating their assets.  All such
assets have been sold and the proceeds from such sale were used
to pay down the outstanding obligations to the secured lender of
Classique and Winnipeg Leather.  On March 7, 1997, substantially
all of the assets of Symax, which manufactured label men's outer
wear in Vancouver, British Columbia, Canada were sold to 535562
B.C. Ltd., an unaffiliated third party whose name was
subsequently changed to Symax Garment Co. (1997) Ltd.  The
purchase price was approximately US $79,000.

		In July 1988, Orbit, through a wholly-owned subsidiary, USA
Classic, Inc. ("USA Classic"), acquired all of the outstanding
stock of U.S. Apparel, Inc.  In November 1992, USA Classic
completed an initial public offering of 3,105,000 shares of its
common stock, thereby reducing Orbit's ownership to
approximately 43%.  USA Classic designed, manufactured and
marketed men's, women's and children's active-wear, sportswear
and outer-wear until it, and its subsidiaries, filed petitions
under Chapter 11 of the United States Bankruptcy Code in May
1994.  USA Classic ceased operations in August 1994. At such
time, all of its remaining assets were sold to unaffiliated
third parties and the proceeds from such sales were used to pay
down outstanding obligations to USA Classic's secured lender.

Financial Information about Industry Segments

		The Company currently operates in two industry segments.
Its Orbit Instrument Division is engaged in the design and
manufacture of electronic components and subsystems (the
"Electronics Segment").  Its Behlman subsidiary is engaged in
the design and manufacture of commercial power units (the "Power
Units Segment").




The following sets forth certain selected historical financial
information relating to the Company's business segments:


December 31
        1997		      1996
1995



Net sales:




Electronics
Power Units
$10,045,000

7,581,000
$10,092,000
   6,879,000
$11,763,000
         (1)

Operating Income (2):




Electronics
Power Units
  2,457,000

634,000
  2,581,000
     659,000

1,894,000
         (1)

Assets:




Electronics
Power Units
  8,033,000
  3,967,000
  8,057,000
  4,285,000

7,433,000
         (1)

_______________
(1) Power Units Segment was acquired in February 1996.
(2) Exclusive of  corporate overhead expenses, interest expense
and investment income which are not allocated to the business
segments.

Additional financial information relating to the business
segments in which Orbit conducts its operations is set forth in
Note N to the Consolidated Financial Statements appearing
elsewhere in this report.

Glossary of Technical Terms

"AC power sources" -- equipment that produces power that is the
same as what would be received from a public utility.

"CRT terminals" -- Cathode Ray Tube terminals.

"liquid crystal display (LCD) panel/unit"--  a color flat panel-
based display used in information systems.

"Commercial Off the Shelf" --  non-customized products produced
in anticipation of customer orders.

"computer controlled action entry panels (CCAEPS)"--  computer
input devices.

"data entry display devices" -- computer-based devices that
increase the efficiency between the human operator and the
computer system.

"distortion free commercial power units" -- power that is free
of disturbances such as "brown-outs".

"Electro Luminescent (E.L.) power supplies"  -- power supplies
which power electro luminescent displays.

"frequency converters"  -- equipment which converts local power
to equivalent foreign power.

"full-mil keyboards"  -- keyboards designed for use in a
military environment.

"IC manufacturing"  -- integrated circuit manufacturing.

"operator control trays"  -- integrated panels used in
conjunction with data display consoles.

"plasma based telephonic intercommunication panels"  --
programmable panels used to promote communication throughout
various military communication centers.

"(AC) plasma display panel/unit"  -- technology utilizing neon
gas illuminated between electrically charged fields.

"power conversion devices"  -- equipment that produces power
that is the same as what would be received from a public
utility.

"ruggedized hardware"  -- hardware designed to meet severe
environmental conditions.

"ruggedized market"  -- the market for ruggedized hardware.

"standard shipboard display console requirements"  -- the
standard tactical display used specifically by the United States
Navy.

"subsystems"  -- units produced to be integrated into larger
computer systems.

"telco-based designs"  -- standard telephone interface designs.

"telecommunication superconducting amplifiers"  -- amplifiers
used in cable television.

"trackballs"  -- cursor control devices used in conjunction with
data display systems.

"UPS market"  -- the market for uninterruptable power supplies.

"uninterruptable power supplies (UPS)"  -- devices which allow a
computer to operate while utility power is lost.

"U.S. Government"  -- the United States Federal Government.


SURVEILLANCE AIRCRAFT PROGRAMS:

E-2C

J/STARS (Joint Surveillance Target Attack Radar Systems)

AWACS (Lookdown Surveillance Aircraft)

SHIPBOARD PROGRAMS:

AEGIS (Guided Missile Cruisers and Destroyers)

DDG'S (Guided Missile Destroyers)

BFTT (Battle Force Tactical Training)

LSD'S (Amphibious Warfare Ships)

LHA'S (Amphibious Warfare Ships)

Description of Business

	General

		Orbit's Electronics Segment, which is operated through its
Orbit Instrument Division, designs, manufactures and sells
customized panels, components, and "subsystems" for contract
program requirements to prime contractors, governmental
procurement agencies and research and development ("R&D")
laboratories.  The Company primarily designs and manufactures in
support of specific military programs.  More recently, the
Company has focused on providing commercial, non-military
"ruggedized hardware" for prime contractor programs at cost
competitive prices.  Products include a variety of custom
designed "plasma based telephonic intercommunication panels" for
secure voice airborne and shipboard program requirements, "full-
mil keyboards", "trackballs" and "data entry display devices".
The Electronics Segment's products, which in all cases are
designed for customer requirements on a firm fixed price
contract basis, have been successfully incorporated on
surveillance aircraft programs, including E-2C, J/STARS, AWACS
and P-3 requirements and shipboard programs, including AEGIS,
DDG'S, BFTT, LSD'S and LHA applications, as well as a variety of
land based guidance control programs.

		On February 6, 1996, Cabot Court, Inc. ("Cabot Court"), a
wholly-owned subsidiary of Orbit, acquired for $3,706,700 (the
"Purchase Price") certain of the assets of Astrosystems, Inc.
("Astrosystems") and Astrosystems' wholly-owned subsidiary, BEI
Electronics, Inc. ("BEI"), each of which were unaffiliated third
parties.  Under the terms of the purchase agreement, Orbit
assumed certain liabilities relating to the assets being
acquired including, without limitation, the acquired contracts.
The acquired assets, which included inventory, fixtures and
equipment, had been used by Astrosystems and BEI in the business
of manufacturing and selling power supplies, AC power sources,
"frequency converters", "uninterruptable power supplies
("UPS")", associated analytical equipment and other electronic
equipment.  The purchase agreement provided that the Purchase
Price was subject to adjustment based upon a final inventory
valuation with no maximum or minimum adjustment. Orbit and
Astrosystems are currently engaged in a dispute with regard to
the final inventory valuation.  Pursuant to the terms of the
purchase agreement, such dispute has been referred to an
independent accounting firm for resolution.  Cabot Court changed
its name to Behlman Electronics, Inc. ("Behlman") on February 7,
1996.

		Orbit's Power Units Segment is operated through its Behlman
subsidiary.  The military division of Behlman designs and
manufactures "power conversion devices" and electronic products
for measurement and display.  The commercial products division
produces high quality, "distortion free commercial power units"
and low noise UPS.

Products

Electronics Segment

		Intercommunication Panels

	The Orbit Instrument Division recently completed design and
development of a complement of display panels for rugged mission
critical applications.  The display panels provide customers
with potential program solutions that include Electro
Luminescent (E.L.), AC Plasma and Liquid Crystal Display (LCD)
technologies.  Prime contractors which require command, combat
communications or display systems have requested these panels to
support a number of console applications.  The Instrument
Division has also recently completed land-based and shipboard
secure voice "telco-based designs", and has been awarded a Basic
Ordering Agreement from Naval Surface Warfare Center in Crane,
Indiana.  The Basic Ordering Agreement establishes firm fixed
prices for six Orbit panel configurations.  The Agreement
enables the U.S.Government to procure each of the panel
configurations in indefinite quantities, increasing by an agreed
upon escalation for each of the next 60 months.

		Graphic Display Terminal

		The Instrument Division's family of graphic terminals
enables the operator to monitor and control radar systems for
shipboard and airborne applications.  These terminals are used
throughout a ship or surveillance plane as adjuncts to larger
console displays.  The modular design of the terminals
facilitates applications for surface ship, submarine, aircraft
and land based requirements.

		Operator Control Trays

		The Instrument Division designs and manufactures a variety
of "operator control trays" that help organize and process data
created by interactive communications systems, making such data
more manageable for operator consumption.  These trays are
presently used to support patrol and surveillance airborne
aircraft programs, "standard shipboard display console
requirements" and shore land based defense systems applications.


		Data Entry, Keyboards, and Display Systems

		The Instrument Division has designed and manufactures a
variety of "computer controlled action entry panels (CCAEPS)",
which provide a console operator with multiple displays of
computer generated data.  The Instrument Division has designed a
number of custom keyboards to meet full military specifications.
These keyboards have been designed for shipboard, airborne, sub-
surface and land based program requirements.

Power Units Segment

		Power Sources

		Behlman's "AC power sources" are used in the production of
various types of equipment such as ballasts for fluorescent
lighting, "CRT terminals", hair dryers and hospital beds, and
are used in test labs to meet European Community required
testing, aircraft testing and simulators.  Other uses include
powering equipment for oil and gas exploration.

		Behlman's frequency converters are used to convert local
power frequency (e.g., 60HZ in the U.S.) to local frequencies
elsewhere (e.g., 50 HZ in Europe).

		Behlman's UPS products are used for backup power when local
power is lost.  Behlman only competes in the "ruggedized
market", as opposed to the commercial "UPS market".

		Behlman's military division has certified value-engineering
personnel who are capable of reconfiguring obsolete or hard-to-
maintain U.S. Government equipment.  After the value-engineering
is completed, in most instances, Behlman will be contracted to
build the equipment, but in the event the component is
contracted to be built elsewhere but is based upon the Behlman's
engineering design, Behlman will receive a percentage of the
U.S. Government's savings over the life of the program.

		Behlman also performs reverse engineering of analog systems
for the U.S. Government or U.S. Government contractors to enable
them to have a new contractor with high quality capabilities at
a competitive price.

		Behlman's railroad signaling power supply has been sold to
railway passenger lines in northeastern United States. It is
seeking to expand its business base in this area.

		Behlman also operates as a qualified repair depot for many
United States Air Force and Navy programs.




Proposed Products

Electronics Segment

		The Instrument Division is currently expanding its
design and development resources to update hardware previously
used for full military program requirements.  The Instrument
Division believes its wide variety of components, controls,
subsystems and plasma secure voice and intercommunication panels
that have supported the military for aircraft, shipboard,
subsurface and land based program requirements have alternative
uses.  It is the intent of the Company to update the electrical
and mechanical functionality of these units and subsystems and
provide ruggedized and commercial equivalent hardware at cost
competitive prices.

		The Instrument Division has completed its initial
production of color liquid crystal display (LCD) panels for
testing, integration and customer acceptance.  The panel is
designed as a high speed, windows-based display which provides
the operator with crisp color resolution to be used in a full
military combat environment.  As of the date hereof, the color
LCD panel has been selected for integration and use for an
airborne surveillance program requirement.

		 The Instrument Division has recently completed its
initial design, test, and integration of several high resolution
color LCD displays for "mission critical" trading floor and
brokerage firm applications. The Instrument Division has
received orders and supplied initial evaluation quantities of
both 18.0 inch and 20.1 inch color LCD displays for trading
floor requirements.

		 The Instrument Division also has recently completed
its initial prototype keyboard for "mission critical" cost
sensitive trading floor and brokerage firm applications.

Power Units Segment

		Behlman is currently developing power supplies and
control systems for the cooling systems used in high speed
computers, "IC manufacturing", cellular telephones and
"telecommunication superconducting amplifiers".  Behlman is
currently working with the manufacturers in this area.

		Behlman has developed a strategic relationship with a
manufacturer of high voltage power supply modules. It has
received prototype orders for power supplies utilizing these
modules.

		Behlman is also looking at various ways to reconfigure
its commercial hardware to meet military specifications so that
its hardware may be considered "Commercial Off the Shelf" for
military requirements.  It is currently bidding on two military
programs for its units.

		Behlman has introduced the "power passport" which is
the lowest priced VA, AC power source to be used in the export
market.

		The products described above are presently being
developed by the Company.  However, there can be no assurance
that such development efforts will result in any marketable
products.

Sales and Marketing

		Products of the Electronics Segment are marketed by
Orbit Instrument Division's sales personnel and management.
Military products of the Power Units Segment are marketed by
Behlman's program managers and other management personnel.
Commercial products of the Power Units Segment are sold by
regional sales managers, manufacturer's representatives and non-
exclusive distributors.

Competition

		The Electronics Segment's competitive position within
the electronics industry is, in management's view, predicated
upon the Orbit Instrument Division's manufacturing techniques,
its ability to design and manufacture products which will meet
the specific needs of its customers and its long-standing
successful relationship with its major customers.  There are
numerous companies (many of which are substantially larger than
the Company) capable of producing substantially all of the
Company's products.  However, to the Company's knowledge, none
of such competitors currently produce all of the products that
the Segment produces. (See - "Substantial Customers").

		Competition in the markets for the Power Units
Segment's commercial and military products depends on such
factors as price, product reliability and performance,
engineering and production.  In particular, due primarily to
budgetary restraints and program cutbacks, competition in
Behlman's U.S. Government markets has been increasingly severe
and price has become the major overriding factor in contract and
subcontract awards. (See - "Substantial Customers"). To the
Company's knowledge, some of Behlman's regular competitors
include larger companies with substantially greater capital
resources and far larger engineering, administrative, sales and
production staffs than Behlman.

Significant Customers

		Various agencies of the U.S. Government and General
Motors Hughes Electronics Corporation ("GMHEC") accounted for
approximately 33% and 17% respectively, of net sales of the
Company for the year ended December 31, 1997.  The loss of
either of these customers would have a material adverse effect
on the net sales and earnings of the Company.  The Company does
not have any significant long-term contracts with either of the
above-mentioned customers.

		The major customers of the Electronics Segment are
various agencies of the U.S. Government, GMHEC and Northrop
Grumman, accounting for approximately 38%, 29% and 17%,
respectively, of the net sales of the Electronics Segment for
the year ended December 31, 1997.  The loss of any of these
customers would have a material adverse effect on the net sales
and earnings of the Electronics Segment.

		The Power Units Segment's major customers are the U.S.
Government and Western Atlas, accounting for approximately 27%
and 17%, respectively, of the net sales of the Power Units
Segment for the year ended December 31, 1997.  The loss of
either of these customers would have a material adverse effect
on the net sales and earnings of the Power Units Segment.

		Since a significant amount of all of the products
which the Company manufactures are used in military
applications, any substantial reduction in overall military
spending by the U.S. Government could have a materially adverse
effect on the Company's sales and earnings.

Backlog

		As of December 31, 1997 and 1996 the Company's backlog
was as follows:


1997
1996

Electronics
$14,000,000
$14,000,000

Power Units
   2,000,000
   3,000,000

Total
$16,000,000
$17,000,000


		Of the backlog for the year ended December 31, 1997,
approximately $3,000,000         represents backlog under
contracts which will not be shipped during 1998.  Approximately
$4,000,000 of the backlog for December 31, 1996 will be shipped
during the current year.

		A significant amount of the Company's contracts are subject
to termination at the convenience of the U.S. Government.  The
backlog is not influenced by seasonality.

Special Features of U.S. Government Contracts

		Orders under U.S. Government prime contracts or
subcontracts are customarily subject to termination at the
convenience of the U.S. Government, in which event the
contractor is normally entitled to reimbursement for allowable
costs and to a reasonable allowance for profits, unless the
termination of a contract was due to a default on the part of
the contractor.  No material terminations of contracts of either
the Electronics Segment or the Power Units Segment at the
convenience of the U.S. Government occurred during the year
ended December 31, 1997.

		A significant portion of the Company's revenues are subject
to audit under the Vinson-Trammel Act of 1934 and other federal
statutes since they are derived from sales under U.S. Government
contracts.  The Company believes that adjustments to such
revenues, if any, will not have a material effect on the
Company's financial position.

Research and Development

		The Company incurred approximately $795,000 of research and
development expenses during the year ended December 31, 1997, as
compared with $710,000 of such expenses during the comparable
period of the prior year.

Patents

		The Company does not own any patents which it believes are
of material significance to its operations.

Employees

		As of March 17, 1998, the Company employed 128 persons on a
full-time basis.  Of these, the Electronics Segment employed 66
people, consisting of 11 in engineering and drafting, 3 in sales
and marketing, 13 in direct and corporate administration and the
balance in production. The Power Units Segment employed 62
people, consisting of 12 in engineering and drafting, 5 in
sales, 4 in direct and corporate administration and the balance
in production.


Item 2.  PROPERTIES

		The Company owns its plant and executive offices, located
at 80 Cabot Court, Hauppauge, New York, which consists of 60,000
square feet (of which approximately 50,000 square feet are
utilized for manufacturing operations) in a two-story,
sprinklered, brick building which was completed in October 1982
and expanded in 1985.

		Behlman leases 1700 square feet in Ventura, California
which is used for sales. The lease expires in December 1999.

		As part of its discontinued apparel operations, the Company
has leases for showroom and office space in New York, warehouse
space in New Jersey and showroom, office and manufacturing space
in Winnipeg, Manitoba, Canada. The Company has subleased its
showroom and office space in New York and its warehouse space in
New Jersey.

Item 3.  LEGAL PROCEEDINGS

		There are no material pending legal proceedings against the
Company, other than routine litigation incidental to the
Company's business, except as described below.

		In re USA Classic Securities Litigation:  On September 23,
1993, a class action (the "Class Action") was commenced by an
alleged shareholder of USA Classic against USA Classic and
certain of its directors in the United States District Court for
the Southern District of New York.  The action was commenced on
behalf of shareholders, other than the defendants, who acquired
their shares from November 20, 1992, the date of the initial
public offering of common stock of USA Classic (the "Offering"),
through September 22, 1993, and alleges violations of the
Securities Act of 1933, as amended (the "Securities Act") in
connection with the Offering as well as violations of Section
10(b) of the Securities Exchange Act of 1934. Specifically, the
complaint alleges that false and misleading statements were made
in the registration statement (including the prospectus and the
financial statements therein) filed in connection with the
Offering and in certain financial statements of USA Classic
filed subsequent to the Offering in violation of Sections 11 and
12 (2) of the Securities Act. The complaint further alleges
"control person" liability under Section 15 of the Securities
Act. The plaintiffs are seeking compensatory damages as well as
fees and expenses.

		On February 1, 1994, a First Amended and Consolidated
Complaint was filed in the Class Action.  The First Amended and
Consolidated Complaint added the Company as a defendant and
alleged that the Company is a "controlling person" of USA
Classic and an "aider and abetter" of the alleged violations of
the securities laws.  The Company answered the First Amended and
Consolidated Complaint on March 21, 1994.  The Class Action has
been stayed as against USA Classic as a result of USA Classic's
filing of a petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.

		On October 4, 1994, a Second Amended and Consolidated
Complaint was filed in the Class Action.  The Second Amended and
Consolidated Complaint restated the allegations against the
Company and added Paine Webber Incorporated ("Paine Webber") and
Ladenburg Thalmann & Co. Inc., the lead underwriters in the
Offering (collectively, the "Underwriters"), as additional
defendants.  On November 15, 1994, the Company and the
Underwriters moved to dismiss certain of the allegations in the
Second Amended and Consolidated Complaint.  On or about June 16,
1995, the Honorable John S. Martin, Jr. denied the dismissal
motion in its entirety.

		The original complaint, the First Amended and Consolidated
Complaint and the Second Amended and Consolidated Complaint each
fail to quantify any category of damages sought by the
plaintiffs.

		On March 8, 1995, the plaintiffs' representatives filed a
motion for class certification.  Since that date, the parties
have been conducting depositions and reviewing documents
relevant to the class certification issue.  The defendants'
response to the class certification motion has been adjourned
without a future date pending completion of discovery into that
issue.  On or about February 6, 1996, the Underwriters moved the
court to stay all substantive discovery until the court rules
upon the class certification motion.  The Company joined in said
motion.  On March 7, 1996, the court denied the motion to stay
substantive discovery.  Depositions and documentary discovery
are continuing.  It is estimated that discovery in this matter
will continue throughout 1998.  The Company is unable to
estimate a range of loss with regard to this action at the
present time and, accordingly, cannot predict with any certainty
the impact of this action on the Company's financial condition.
The Company currently has available, through its own coverage
and through USA Classic's coverage, approximately $7 million of
directors' and officers' liability insurance coverage in
connection with this matter. Legal fees of approximately $1.2
million incurred to date have been charged to expense.  While
the Company plans to continue to vigorously defend this action,
in September 1997, all parties began participating in supervised
settlement negotiations.  These negotiations are still ongoing.

		On March 17, 1998, Paine Webber asserted, in New York
Supreme Court, a claim against the Company for indemnification
pursuant to its underwriting arrangements with the Company and
USA Classic.  The Company believes this claim to be without
merit and intends to vigorously defend this action.

		Sandra Lakritz v. Orbit International Corp.:  On July 7,
1995, Sandra Lakritz, a former employee of the Company's
East/West division commenced an action in Supreme Court, New
York County, claiming employment discrimination based upon age
and disability.  On December 4, 1995, the Company answered the
complaint and denied the allegations set forth therein.
Simultaneously with its answer, the Company served upon
plaintiff's counsel numerous discovery requests.  To date,
plaintiff has only partially responded to the discovery
requests. Additionally, the plaintiff has requested certain
discovery from the Company.  Although the Company has offered to
make that information available to the plaintiff, the plaintiff
has failed to follow up on these requests.  The plaintiff is
seeking $5 million in compensatory damages and $5 million in
punitive damages. The Company believes that there is no merit to
the claims made by the plaintiff.  Since this action is in its
preliminary stage, with only minimal discovery having been
completed, the Company is unable to estimate a range of loss at
the present time and, accordingly, the Company cannot predict
with any certainty the impact of this action on the Company's
financial condition. The Company intends to vigorously defend
this action.
	Astrosystems, Inc. v. Orbit International Corp.  On February
20, 1997, Astrosystems, Inc. served an arbitration demand on the
Company, which demand seeks recovery of approximately $1,000,000
in damages allegedly arising from the Company's breach of an
Asset Purchase Agreement, dated as of January 11, 1996, between
Astrosystems, Inc., the Company and other related entities.
While the Company vigorously contests all of the claims set
forth in the demand on the merits, on March 12, 1997 the Company
moved to partially stay arbitration on the grounds that some of
the claims asserted in Astrosystems' demand are not arbitrable
under the Asset Purchase Agreement.  The Supreme Court, Suffolk
County entered a temporary restraining order staying all
arbitral proceedings until the Company's motion can be heard.
On July 31, 1997, the Court entered an order granting the relief
sought by the Company.  The parties are proceeding to
arbitration and to the utilization of the other dispute
resolution mechanism set forth in the Asset Purchase Agreement.

		Bankruptcy and Liquidation of Canadian Subsidiaries:  On
March 12, 1997, Orbit commenced bankruptcy proceedings against
Classique, which manufactured branded private label men's,
women's and children's outer-wear in Winnipeg, Manitoba, Canada
and Winnipeg Leather, which manufactured and sold women's
garments under private labels in Winnipeg, Manitoba, Canada.
Classique and Winnipeg Leather are now in bankruptcy and Orbit
appointed a receiver and manager who has sold off all of the
assets.  The proceeds of such sales were used to pay down the
outstanding obligations to the secured lender of Classique and
Winnipeg Leather.


Item 4. 	SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.


PART II


Item 5.	MARKET FOR REGISTRANT'S CAPITAL STOCK AND RELATED
SECURITY HOLDER MATTERS

		As of March 16, 1998 the Company had 680 shareholders of
record. The Company's stock is traded on the Nasdaq National
Market (Nasdaq symbol ORBT).

		The quarterly closing prices for the period January 1, 1996
through December 31, 1997, as reported by Nasdaq, were as
follows:

CLOSE



High
Low

1996:




  First Quarter
1
47/64

  Second Quarter
15/16
7/8

  Third Quarter
13/4
3/4

  Fourth Quarter
23/4
19/16


1997:

  First Quarter


25/8


2

  Second Quarter
27/16
13/4

  Third Quarter
33/16
129/32

  Fourth Quarter
313/16
25/16


The Company has not declared any dividends during the
aforesaid period.





Item 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>


Twelve Month period ended December 31,


 Six Month
Period
Ended
December
31,**
1993
(unaudited
)
Twelve Month
Period Ended
June 30,


<S>

1997
<C>
    1996
<C>
      1995
<C>
     1994
<C>

<C>
1993
<C>

Net sales
$17,626,000
$16,971,000
$11,763,000
$12,254,000
$6,659,000
$14,191,000

Income
(loss)
from
continuing
operations


2,038,000


 3,311,000


  2,491,000


  1,098,000


 1,642,000


( 707,000)

Income
(loss)
from
discontinue
d
operations


--


( 8,800,000)


(24,744,000)


(18,093,000)


 4,277,000


11,942,000

Income
(loss) per
share
from
continuing
operations:
***
  Basic
  Diluted



 .34
 .30



      .56
       .53



  .42
 .42



 .18
  .18



       .25
       .25



 (.11)
(.11)

Income
(loss) per
share
from
discontinue
d
operations:
***
  Basic
  Diluted



--
--



   ( 1.48)
   ( 1.42)



( 4.20)
  ( 4.17)



( 2.93)
  ( 2.92)



       .66
       .65



1.82
1.82


Total
assets at
year-end

17,899,000

19,931,000

38,028,000

 63,511,000

73,105,000

 71,835,000

Long-term
obligations
3,287,000
   3,817,000
   1,097,000
 8,909,000
10,419,000
  2,451,000

Total
stockholder
s' equity

7,287,000

  5,146,000

   9,318,000

  31,263,000

49,626,000

54,483,000

_________________
** 	In 1993, the Company opted to change its fiscal year end from June 30 to
     December 31.
***	The income per share amounts prior to 1997 have been restated to comply
     with Statement of Financial Accounting Standards No. 128,
		"Earnings Per Share" (see notes A and O to the Consolidated
     Financial Statements).
See "Item 7. Management's discussion and Analysis of Financial Condition and
     Results of Operations."
</TABLE>












Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations:

Year Ended December 31, 1997 v. Year Ended December 31, 1996

	In August 1996, the Company adopted a plan to sell its
apparel segments.  The plan of disposal of such segments left
the Company with its Electronics and Power Units Segments (its
Orbit Instrument Division and Behlman subsidiary, respectively.)

	Consolidated net sales for the year ended December 31, 1997
increased to $17,626,000 from $16,971,000 for the prior year due
principally to additional sales recorded by Orbit's Behlman
subsidiary which was acquired during the first quarter of 1996.
Sales for the Orbit Instrument Division did not materially
change from 1996 to 1997.

	Income from continuing operations for the year ended
December 31, 1997 decreased to $2,038,000 from $3,311,000 for
the prior year due principally to the recording, in the first
quarter of 1996, of $815,000 which represented a portion of a
one-time royalty fee received from a former affiliate.  Had this
royalty income not been recorded in 1996, income from continuing
operations for the year ended December 31, 1997 would have
decreased to $2,038,000 from $2,496,000 for the prior year.
This decrease in income from continuing operations was primarily
attributable to an increase in interest expense and a decrease
in investment and other income during the current year.

	Net income for the year ended December 31, 1997 increased
to $2,038,000 from a loss of $5,489,000 for the year ended
December 31, 1996 due principally to an operating loss in the
prior period of $4,200,000 incurred from the Company's
discontinued apparel operations and to the estimated loss of
$4,600,000 resulting from the expected loss on the disposal of
such apparel operations.

	Gross profit, as a percentage of sales, for the year ended
December 31, 1997 decreased to 43.1% from 44.8% for the prior
year due to lower margins realized both from the Instrument
Division and Behlman due to slightly higher production overhead
costs and to the product mix of units sold.

	Selling, general and administrative expenses for the year
ended December 31, 1997 increased slightly to $5,596,000 from
$5,501,000 for the prior year due principally to a full year of
selling, general and administrative costs incurred by Behlman
which was acquired in February 1996 offset by lower corporate
costs.  Selling, general and administrative expenses as a
percentage of sales for the year ended December 31, 1997
decreased slightly to 31.7% from 32.4% for the prior year due to
lower corporate costs and increased sales from Behlman which
increased at a greater rate than costs for that Segment.

	Interest expense for the year ended December 31, 1997
increased to $253,000 from $118,000 for the prior year due to
interest recorded in the current year by the Company related to
a certain debt obligation of the discontinued apparel
operations.

	Investment and other income for the year ended December 31,
1997 decreased to $284,000 from $1,320,000 for the prior year.
Such decrease is due principally to $815,000 of royalty income
recorded in 1996 which represented a portion of a one-time
royalty fee received from a former affiliate and  a reduction in
available balances for investment in 1997.

Year Ended December 31, 1996 v. Year Ended December 31, 1995

	In August 1996, the Company adopted a plan to sell its
apparel businesses.  The Company estimated the loss on the
disposal to be approximately $4,600,000 and charged 1996
operations with such amount.  Such loss included a write-off of
foreign currency translation adjustments, accruals for amounts
pursuant to operating lease agreements, the write-down of assets
to net realizable value offset by the reduction in liabilities
due to the bankruptcy of two of the companies and the balance
for professional fees and other contractual obligations.

	Consolidated net sales for the year ended December 31, 1996
increased to $16,971,000 from $11,763,000 for the prior year due
principally to $6,879,000 of revenues recorded by the Company's
new Behlman subsidiary which was acquired in February 1996,
offset by a decrease in the number of units shipped by the Orbit
Instrument Division.

	Income from continuing operations for the year ended
December 31, 1996 increased to $3,311,000 from $2,491,000 for
the period due principally to earnings recorded during the
period by the Company's new Behlman subsidiary, increased
earnings from the Orbit Instrument Division offset by a decrease
in investment and other income.

	The net loss for the year ended December 31, 1996 decreased
to $5,489,000 from $22,253,000 for the prior year.  The loss for
the current year is principally due to operating losses from the
Company's discontinued apparel operations of $4,200,000 and the
estimated loss of $4,600,000 on the disposal of such operations.
The loss in the prior year was principally due to non-cash
charges of $9,780,000 reflecting the Company's write-off of
goodwill and other intangible costs related to its U.S. apparel
businesses as well as $12,192,000 of operating losses from all
of the Company's apparel businesses.

	Gross profit, as a percentage of sales, for the year ended
December 31, 1996 increased to 44.8% from 44.5% for the prior
year.

	Selling, general and administrative expenses for the year
ended December 31, 1996 increased to $5,501,000 from $5,274,000
for the prior year principally due to selling, general and
administrative expenses incurred by the Company's new Behlman
subsidiary and offset by lower corporate expenses and lower
selling, general and administrative expenses incurred by the
Orbit Instrument Division. Selling, general and administrative
expenses, as a percentage of sales, decreased to 32.4% for the
year ended December 31, 1996 from 44.8% for the prior year due
to additional sales and greater efficiencies derived from the
Behlman acquisition and lower corporate expenses.

	Interest expense for the year ended December 31, 1996
decreased to $118,000 from $236,000 for the prior comparable
period due to a reduction in the average amounts owed during the
current year.

	Investment and other income for the year ended December 31,
1996 decreased to $1,320,000 from $2,614,000 for the prior year
due principally to interest earned on higher cash balances in
the prior year. The current year included non-recurring income
resulting from the realization of approximately $800,000
representing the payment of royalty income from Orbit
Semiconductor, Inc., a former affiliate.  The prior year
included non-recurring income of $1,000,000 resulting from the
partial realization of royalty income from Orbit Semiconductor,
Inc., as well as $869,000 of insurance proceeds realized upon
the death of the Company's former chief executive officer, net
of accrued costs to the officer's estate.  Orbit earned a one-
time royalty payment from Orbit Semiconductor, Inc. pursuant to
a Stock Purchase Agreement executed in November 1991, which was
realized partially in fiscal year 1996 and partially in fiscal
year 1995.

Liquidity, Capital Resources and Inflation

	Working capital was $7,403,000 at December 31, 1997
compared to $6,197,000 at December 31 1996, an increase of
$1,206,000.  The ratio of current assets to current liabilities
increased from 1.7 to 1 at December 31, 1996 to 2.2 to 1 at
December 31, 1997.  The increase in working capital and the
improvement in the ratio of current assets to current
liabilities was primarily attributable to the net income for the
year ended December 31, 1997 and the current maturity of certain
investments.

	Net cash flows provided by operations for 1997 was
approximately $413,000 primarily attributable to the net income
for the period which was offset by a reduction in accounts
payable, accrued expenses and reserves for the discontinued
operations.  Cash flows provided by investing activities for
1997 totaled approximately $1,413,000 primarily attributable to
the net proceeds from sales of marketable securities.  Cash
flows used in financing activities totaled approximately
$1,657,000 for 1997 primarily attributable to repayments of
long-term debt and a decrease in amounts due to factor.

	All operations of the discontinued apparel companies have
been terminated.  All losses and obligations of these apparel
operations have been provided for, and accordingly, the Company
does not anticipate using any significant portion of its
resources towards these discontinued apparel operations.

	During the fourth quarter of 1996, the Company commenced
discussions with its factor to convert the amounts due to the
factor from the Company's discontinued U.S. apparel operations
to a term loan.  This new term loan was finalized in September,
1997.  Under the terms of the new lending arrangement, the loan
amortization is based on a 60-month period with payments
commencing in October 1997 with a final balloon payment due
September 2000.  The loan has an interest rate of prime rate
plus 1%.

	Under the Company's factoring arrangement for its
discontinued apparel operations, the Company has provided a
standby letter of credit as security for its guaranty under this
lending facility, collateralized by marketable securities. As of
December 31, 1997, the Company had provided approximately
$402,000 in a standby letter of credit which was reduced to
approximately $161,000 in March, 1998 due to the paydown of
amounts owed to the factor.

	The Company's existing capital resources, including its
bank credit facilities, and its cash flow from operations are
expected to be adequate to cover the Company's cash requirements
for the foreseeable future.  However, the Company has been
meeting with various lenders to negotiate a new lending facility
for the Company which would contain more favorable terms and
conditions than its present arrangement and have recently signed
a commitment letter with one such lender for a new facility.

	Inflation has not materially impacted the operations of the
Company.

Certain Material Trends

	Despite continued profitability in its continuing
operations in 1997, the Company continues to face a difficult
business environment with continuing pressure on the Company's
prices for its sole source sales and a general reduction in the
level of funding the defense sector.  Based on current delivery
schedules and as a result of the acquisition of Behlman,
however, revenues for the Company should be sustained at the
levels recorded in 1997.

	The Company continues to seek new contracts which require
incurring up-front design,
engineering, prototype and preproduction costs. While the
Company attempts to negotiate contract awards for reimbursement
of product development, there is no assurance that sufficient
monies will be set aside by the U.S. Government for such effort.
In addition, even if the U.S. Government agrees to reimburse
development costs, there is still a significant risk of cost
overrun which may not be reimbursable.  Furthermore, once the
Company has completed the design and preproduction stage, there
is no assurance that funding will be provided for future
production.

	The Company is heavily dependent upon military spending as
a source of revenues and income.  World events have led the U.S.
Government to reevaluate the level of military spending for
national security.  Any significant reductions in the level of
military spending by the U.S. Government could have a negative
impact on the Company's future revenues and earnings.  In
addition, due to major consolidations in the defense industry,
it has become more difficult to avoid dependence on certain
customers for revenue and income.  Behlman's line of commercial
products gives the Company some diversity.



	In December 1997, the Company retained OEM Capital Corp
("OEM"), an investment banking firm specializing in the
electronics, communications and computer industries, to assist
the Company in identifying viable acquisition opportunities.
Although the Company is committed to enhancing its sales and
profitability through strategic acquisitions as well as through
internal growth, there is no guarantee that OEM will present
acquisition candidates that will ultimately result in a
transaction for the Company.

	The Company has developed a plan to modify its information
technology systems to recognize the Year 2000, including the
purchase of a new manufacturing software package, and has begun
converting its critical data processing systems.  The Company
expects the project to be completed by the end of 1998 and to
cost between approximately $100,000 and $150,000.  This estimate
includes the price of new software and internal costs but
excludes the costs to upgrade and replace systems in the normal
course of business as well as potential costs for outside
consultants to assist the Company in the implementation of the
new software package.  The Company does not expect this project
to have a material effect on its operations in 1998 and did not
expend any significant amount of money on this project for the
year ended December 31, 1997.  The Company has also initiated
discussions with its significant suppliers, large customers and
financial institutions to ensure that these parties have
appropriate plans to remediate Year 2000 issues where their
systems interface with Company systems or otherwise impact its
operations.  The Company is assessing the extent to which its
operations are vulnerable should these organizations fail to
properly remediate their computer systems.

	While the Company intends to use diligent efforts and care
to implement the plan set forth above and to take any other
necessary steps with regard to its information technology
systems to prepare for the Year 2000, there is no assurance that
such steps will effectively accomplish such goal.  Furthermore,
any failure on the part of the Company's primary suppliers,
service providers and customers to adapt their respective
information technology systems to recognize the Year 2000 could
adversely impact the Company.

Forward Looking Statements

	Statements in this Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
elsewhere in this document as well as statements made in press
releases and oral statements that may be made by the Company or
by officers, directors or employees of the Company acting on the
Company's behalf that are not statements of historical or
current fact constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause the actual
results of the Company to be materially different from the
historical results or from any future results expressed or
implied by such forward-looking statements.  In addition to
statements which explicitly describe such risks and
uncertainties, readers are urged to consider statements labeled
with the terms "believes", "belief", "expects", "intends",
"anticipates" or "plans" to be uncertain and forward-looking.
The forward-looking statements contained herein are also subject
generally to other risks and uncertainties that are described
from time to time in the Company's reports and registration
statements filed with the Securities and Exchange Commission.




Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

		See index to financial statements, which is a part of the financial
statements, and the financial statements and schedules included elsewhere in
this Annual Report on Form 10-K.

	The following sets forth certain selected, unaudited quarterly financial
data. The 1996 and first three quarters of 1997 income per share amounts have
been restated to comply with Statement of Financial Accounting Standards No.
128, "Earnings Per Share":

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
QUARTERLY FINANCIAL DATA
(Consolidated)
<TABLE>
<CAPTION>
Year Ended
December 31, 1997
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter

<S>
Net sales
<C>
$3,970,000
<C>
$4,426,000
<C>
$4,651,000
<C>
$4,579,000


Gross profit

1,595,000

1,900,000

1,926,000

2,182,000


Income from
continuing
operations

409,000

485,000

672,000

  472,000


(Loss) from
discontinued
operations


--


--


--


--


Net income (loss)

409,000

485,000

672,000

  472,000


Basic income per
share:






	Income per
share from
	continuing
operations


 .07


 .08


 .11


 .08


	(Loss) per
share from
	discontinued
operations


--


--


--


--


	Net income per
share

 .07

 .08

 .11

 .08


Diluted income per
share:






	Income per
share from
	continuing
operations


 .06


 .07


 .10


 .07


	(Loss) per
share from
	discontinued
operations


--


--


--


--


	Net income
(loss) per
            share
</TABLE>



$       .06



$       .07



$      .10



$       .07



<TABLE>
<CAPTION>
Year Ended
December 31, 1996
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter

<S>
<C>
<C>
<C>
<C>

Net sales
$2,881,000
$4,889,000
$4,798,000
$4,403,000

Gross profit
1,102,000
2,292,000
2,150,000
2,066,000

Income from
continuing
operations
771,000
1,068,000
741,000
731,000

(Loss) from
discontinued
operations
(1,541,000)
(6,460,000)
--
(799,000)

Net income (loss)
(770,000)
(5,392,000)
741,000
(68,000)

Basic income per
share:





	Income (loss)
per share from
	continuing
operations
0.13
0.18
0.12
0.12

	(Loss) per
share from
	discontinued
operations
(0.26)
(1.09)
--
(0.13)

	Net income
(loss) per share
(0.13)
(0.91)
0.12
(0.01)

Diluted income per
share:





	Income per
share from
	continuing
operations

 .13

 .18

 .12

 .11

	(Loss) per
share from
	discontinued
operations

(.26)

(1.06)

--

(.12)

	Net income
(loss) per share
$     (.13)
$     (.89)
$      .12
$     (.01)

</TABLE>








Item 9.	DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.



PART III

Item 10.	 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

		Information regarding the remaining members of the
Board of Directors is incorporated by reference to the Company's
definitive proxy statement to be filed pursuant to regulation
14A promulgated under the Securities Exchange Act of 1934 in
connection with the Company's 1998 Annual Meeting of
Stockholders.

Item 11.	EXECUTIVE COMPENSATION

		Incorporated by reference to the Company's definitive
proxy statement to be filed pursuant to regulation 14A
promulgated under the Securities Exchange Act of 1934 in
connection with the Company's 1998 Annual Meeting of
Stockholders.

Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

		Incorporated by reference to the Company's definitive
proxy statement to be filed pursuant to regulation 14A
promulgated under the Securities Exchange Act of 1934 in
connection with the Company's 1998 Annual Meeting of
Stockholders.

Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

		Incorporated by reference to the Company's definitive
proxy statement to be filed pursuant to regulation 14A
promulgated under the Securities Exchange Act of 1934 in
connection with the Company's 1998 Annual Meeting of
Stockholders.


	PART IV

Item 14.	EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS
ON FORM 8-K

			(a)  The following documents are filed as part of
this Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

1.& 2.	Financial Statements and Schedule:

			The index to the financial statements and
schedule is incorporated by reference to the index to financial
statements attached as an exhibit to this Annual Report on Form
10-K.

3.  Exhibits:

Exhibit No.	Description of Exhibit

  3 (a)		Certification of Incorporation, as amended.
Incorporated by reference to Exhibit 3(a) to
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1991.

  3 (b)		By-Laws, as amended.  Incorporated by reference
to Exhibit 3(b) to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1988.

  4 (a)		Orbit International Corp. 1995 Employee Stock
Option Plan. Incorporated by reference to Exhibit 4(a)
to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.

  4 (b)		Orbit International Corp. 1995 Stock Option Plan
for Non-Employee Directors.  Incorporated by reference
to Exhibit 4(b) to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995.

  10 (a)	Employment Agreement, dated July 1, 1996 between
Registrant and Mitchell Binder.  Incorporated by
reference to Exhibit 10(a) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1996.

  10 (b)	Employment Agreement dated July 1, 1996 between
Registrant and Bruce Reissman.  Incorporated by
reference to Exhibit 10(b) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1996.

  10 (c)	Employment Agreement dated July 1, 1996 between
Registrant and Dennis Sunshine.  Incorporated by
reference to Exhibit 10(c) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1996.

  10 (d)	Form of Indemnification Agreement between the Company
and each of its Directors.  Incorporated by reference
to Exhibit 10(e) to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1988.

  10 (e)	Asset Purchase Agreement, dated July 12, 1993, among
The Panda Group, Inc., Kenneth Freedman, Frederick
Meyers and Registrant.  Incorporated by reference to
Exhibit 1 to Registrant's Current Report on Form 8-K
dated July 12, 1993.

  10 (f)	Asset Purchase Agreement, dated as of January 11,
1996, by and among 		Astrosystems, Inc., and BEI
Electronics, Inc., Orbit International Corp.  and
	Cabot Court, Inc. Incorporated by reference to the
Registrant's Current Report 		on Form 8-K dated February 7,
1996

  10 (g)	Form of Agreement among Kenneth Freedman, Frederick
Meyers, The Panda Group, Inc. and Orbit International
Corp. dated March 28, 1996; Form of Amendment
Promissory Note dated March 28, 1996; and Form of
Warrant to purchase 125,000 shares of Orbit
International Corp. Common Stock.  Incorporated by
reference to Exhibit 10(g) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1995.

  21		Subsidiaries of Registrant.  Incorporated by reference
to Exhibit 21 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.

  23		Consent of Ernst & Young LLP.

  27		Financial Data Schedule

	(b)  Reports on Form 8-K:

			No reports on Form 8-K have been filed during the
last quarter of the period covered by this report.




SIGNATURES

	Pursuant to the requirement 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,
thereunder duly authorized.

			ORBIT INTERNATIONAL CORP.


Dated: March 31, 1998 				By: /s/ Dennis Sunshine
								Dennis Sunshine,
President and Chief
Executive Officer

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.

Signature
Title
Date

 /s/ Dennis Sunshine

Dennis Sunshine
President, Chief
Executive Officer and
Director
March 31, 1998

 /s/ Mitchell Binder

Mitchell Binder
Vice President-
Finance, Chief
Financial Officer and
Director
March 31, 1998

 /s/ Bruce Reissman
Bruce Reissman
Executive Vice
President, Chief
Operating Officer and
Director
March 31, 1998

 /s/ Harlan Sylvan
Harlan Sylvan
Treasurer,
Secretary and
Controller
March 31, 1998

 /s/ Mark Pfefferle
Mark Pfefferle
Director
March 31, 1998

 /s/ John Molloy
John Molloy
Director
March 31, 1998

 /s/ Stanley Morris
Stanley Morris
Director
March 31, 1998

20