SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  Form 10-KSB

  X    ANNUAL REPORT UNDER  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
----   OF  1934
        For  the  fiscal  year  ended  December  31,  2003
         or
____   TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
       ACT  OF  1934
       For  the  transition  period  from  to

                           Commission File No. 0-3936
                            ORBIT INTERNATIONAL CORP.
                 (Name of small business issuer 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)              (Zip  Code)

Issuer's  telephone  number,  including  area  code:  (631)  435-8300

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

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

                     COMMON STOCK, $.10 PAR VALUE PER SHARE
                     --------------------------------------
                                (TITLE OF CLASS)

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-B  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-KSB or any amendment to
this  Form  10-KSB._____

Issuer's  revenues  for  its  fiscal  year  ended December 31, 2003: $17,139,000

Aggregate  market value of registrant's voting and non-voting common equity held
by  non-affiliates  (based  on  shares  held and the closing price quoted on the
Nasdaq  SmallCap  on  March  19,  2004):  $16,811,148

Number  of  shares  of  common stock outstanding as of March 19, 2004: 2,776,785

                      DOCUMENTS INCORPORATED BY REFERENCE:
Items  9,10,11,12  and  14  of Part III of this Annual Report on Form 10-KSB are
herein  incorporated  by  reference  from  the  registrant's  definitive  proxy
statement  to  be  filed with the Securities and Exchange Commission pursuant to
Regulation  14A  promulgated  under  the  Securities  Exchange  Act  of  1934 in
connection  with  the  Registrant's  2004  Annual  Meeting  of  Stockholders.

Transitional  Small  Business  Disclosure  Format  (check  one)  Yes   ;  No  X
                                                                    ----   ----

<PAGE>
     PART  I
     -------


ITEM  1.          DESCRIPTION  OF  BUSINESS

GENERAL

     Orbit International Corp. (the "Company" or "Orbit") was incorporated under
the laws of the State of New York on April 4, 1957 as Orbit Instrument Corp.  In
December  1986, the state of incorporation was changed from New York to Delaware
and in July 1991, the name was changed to Orbit International Corp.  The Company
conducts  its  operations  through  its  Orbit  Instrument  Division  and  its
wholly-owned 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 high quality commercial power units, AC
power  sources,  frequency  converters,  uninterruptible  power  supplies  and
associated  analytical  equipment.

     In  August  1996,  the  Board of Directors of the Company adopted a plan to
sell  and/or  liquidate  its  remaining  United  States  and  Canadian  apparel
operations.  In  connection  with  a  license agreement entered into in May 1999
with  an  unaffiliated  third party, the Company collected a royalty of $140,000
paid  in  sixteen  equal  quarterly  installments for the use of its "East/West"
trademark  (its  principal  label)  in  the  United  States  and  Canada.

In  March  1996,  as  part of its plan to dispose of its apparel operations, the
Company  entered  into  an  amended agreement with the sellers of a discontinued
apparel  division  whereby  the  purchase  price  of the assets was reduced from
$15,000,000 to $8,850,000 leaving $1,850,000 remaining to be paid at the time of
the  Amendment.  The  remaining $660,000 is being paid in quarterly installments
of $33,000 through December 2004.  In addition, the sellers received warrants to
purchase Orbit common shares in which the Company guaranteed a minimum profit of
$375,000  on the sale of such shares.  In July 2001, the warrants were exercised
on  a  cashless basis in accordance with their terms and 83,332 shares of common
stock  were  issued.  During  2003, the sellers sold their shares at prices that
resulted  in  profits  in  excess  of  $375,000  thereby  removing  any  further
obligation  of  the  Company  with  respect  to  such  warrants.

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 customized
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:


<TABLE>
<CAPTION>




                                                December 31,
                                               --------------
<S>                                          <C>            <C>
                                            2003           2002
                                       ----------     ---------
Net sales:
----------


Electronics
     Domestic                 $         9,701,000   $10,677,000
     Foreign                               16,000         -
                                    -------------   -----------
Total Electronics                       9,717,000    10,677,000

Power Units
Domestic                                6,786,000     5,652,000
Foreign                                   636,000       366,000
                                    -------------   -----------
Total Power Units                       7,422,000     6,018,000
=================                   =============   ===========

Operating income (loss) (1):
----------------------------

Electronics                             2,001,000     1,973,000
Power Units                               520,000        (6,000)
===========                         =============   ===========

Assets:
-------

Electronics                             5,511,000     4,342,000
Power Units                             4,503,000     4,494,000
===========                         =============   ===========
<FN>


(1)  Exclusive  of corporate overhead expenses, interest expense, and investment
income  which  are  not  allocated  to  the  business  segments.
</TABLE>

Additional  financial  information  relating  to  the business segments in which
Orbit  conducts  its  operations  is  set  forth  in Note 13 to the Consolidated
Financial  Statements  appearing  elsewhere  in  this  report.

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"(hardware designed to meet severe
environmental  conditions)  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,
Joint  Surveillance Target Attack Radar Systems (J/STARS), Lookdown Surveillance
Aircraft  (AWACS)  and  P-3 (anti-submarine warfare) requirements, and shipboard
programs,  including  AEGIS  (Guided  Missile  Cruisers  and  Destroyers), DDG'S
(Guided  Missile  Destroyers),  BFTT  (Battle  Force  Tactical  Training), LSD'S
(Amphibious Warfare Ships) and LHA'S (Amphibious Warfare Ships) applications, as
well  as  a  variety  of  land  based  guidance  control  programs.

     Orbit's  Power Units Segment is operated through its Behlman subsidiary and
is in the business of manufacturing and selling power supplies, AC power sources
(equipment that produces power that is the same as what would be received from a
public  utility), "frequency converters" (equipment that converts local power to
equivalent  foreign  power),  "uninterruptible  power supplies ("UPS")" (devices
that  allow  a  computer  to  operate  while  utility power is lost), associated
analytical  equipment  and other electronic equipment.  The military division of
Behlman  designs  and  manufactures  "power  conversion devices" (equipment that
produces power that is the same as what would be received from a public utility)
and  electronic  products  for  measurement  and  display.

PRODUCTS

Electronics  Segment

     Intercommunication  Panels

     The  Orbit  Instrument Division has designed and developed various types of
shipboard  communication  terminals.  Orbit  also  upgraded  these  panels  with
state-of-the  art  displays  and  touch  screens.  These communication terminals
support  existing  shipboard secure and non secure voice communication switches.
In  addition, the Orbit Instrument Division has also upgraded the communications
terminals  with  "telco-based"  capability. The upgraded communication terminals
are  installed  on  combat  information centers of various U.S. Naval ships. The
Division  has  also completed color Liquid Crystal Display (LCD) technology that
are  form,  fit  and  functional  replacements of existing communication panels.

<PAGE>

     Displays

     The  Orbit  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. Some of the Orbit designed/developed
Displays  are  used  as  data  entry  and as such include embedded Pentium based
Single  Board  Computers and touch screens.  The modular design of the terminals
facilitates  applications  for  surface ship, submarine, aircraft and land based
requirements.  Orbit  designed/  developed Displays implement Flat panel plasma,
Electroluminescent  -El or Color LCD technology based displays. Depending on the
requirement, Orbit offers 4" x 4", 6.5", 8.1", 10.4", 12.1", 18.1", 20.1", 21.2"
(measured  diagonally)  size  displays.

     The  Orbit  Instrument Division developed a family of 18.1" and 20.1" color
LCD  display  panels  for  military  and  rugged  commercial opportunities.  The
displays  are  manufactured  using  Super Fine TFT (thin film transistor) active
matrix technology.  The displays are backlit with Cold Cathode Fluorescent Tubes
(CCFT),  and  are  driven by an integral inverter.  The Company has adapted this
technology for high brightness and full-color imaging requirements.  The Company
is  positioning  this  technology  for  naval  ships,  FAA  tower  controller
applications  and  trading  floor  opportunities.

     The  Orbit Instrument Division also has designed and manufactures a variety
of  flat  technology  display  based  "computer  controlled  action entry panels
(CCAEPS)",  which  provide a console operator with multiple displays of computer
generated  data.

Orbit has completed the design and development phase of integrating several size
displays  with  single  board  computers  and touch screens. The 12.1" color LCD
based  display is integrated with a high speed, x586 based single board computer
with  256  MB  of  RAM and with 2 Giga Byte of Flash memory. These units include
various  serial  interfaces  such  as  RS-232/RS-422,  PS/2  and USB. The PC-104
modules  can  add several other capabilities. Both the 12.1" and the 10.4" color
LCD  based  displays/computers  are  currently  being  offered  for  airborne
applications.

     Keyboards,  and  Pointing  Devices

     The  Orbit  Instrument  Division  has  designed  a number of custom backlit
keyboards  to  meet  full  military  specifications.  These  keyboards have been
designed  for  shipboard,  airborne,  sub-surface  and  land  based  program
requirements  as  well as for the Federal Aviation Administration. The keyboards
include  various microprocessor based serial interfaces, such as RS-232, RS-422,
PS/2,  USB  and  SUN  type interfaces. Depending on the requirement, some of the
backlit keyboards are night vision goggle compatible and designed for NVIS Green
A  or  Green  B  night  vision  requirements.

          Orbit has designed and developed pointing devices which are Trackballs
and  Force  sticks. Orbit manufactures various militarized Trackballs in various
sizes for Airborne, shipboard, Army and FAA requirements. The Trackballs and the
Force  stick  include  various  microprocessor  based  serial interfaces such as
RS-232,  RS-422,  PS/2,  USB  and  SUN  type  interfaces.

          The  Orbit  Instrument Division has designed and developed a prototype
C41  workstation  that  will  be used to support the Advanced Amphibious Assault
Vehicle  Program  (AAAV).  The  keyboard/trackball workstation, designed for the
U.S.  Marine  Corp.,  meets severe military specification requirements including
nuclear,  chemical  and  biological  compliance.  Pre-production units have been
delivered  to  the  customer.

          The  Orbit  Instrument  Division has designed and delivered production
orders  for  several  digital  interrogators for full military requirements. One
Digital Data Entry Device Terminal (DDEDT) configuration displays real time data
to  the  operator  for  interrogation  for Naval shipboard program requirements.

     Operator  Control  Trays

     The  Orbit  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. The operator
trays  are  integrated  with  Orbit  designed/developed  keyboards,  flat  panel
technology  based  computer  controlled  action  entry panels, switch panels and
pointing  devices.


     Command  Display  Units  (CDU'S)

     The  Orbit Instrument Division is currently under order for command display
panels  that  are being utilized for vehicular, shipboard and sheltered platform
requirements.  The  display panels are flat panel technology based and include a
Pentium  based single board computer. Orbit designed/developed several models of
the  CDU to be used by US Navy, US Army and Marines, Korean and Canadian armies.


Power  Units  Segment

     Power  Sources

Behlman's  "AC  power  sources"  are  used  in  the  production  of ballasts for
florescent lighting, hospital beds, motors, compressors for air conditioners and
refrigerators,  circuit  breakers  and  fuses,  electrical  noise  suppressant
equipment such as Metal Oxide Varisters (MOV's), household appliances both large
and  small,  electrically  powered tools such as hand drills, plating equipment,
cable  TV  boxes,  transmission  equipment, vending machines and gasoline pumps.
Other  uses  are  for equipment used in oil and gas exploration, aircraft, ships
and  on production lines.  Behlman's equipment is used as a supply for hydraulic
test  stands for the U.S. Air Force as well as commercial airlines.  These power
sources  have  power  levels  from  100  VA  (Volts)  to  120,000  VA.

     Behlman's frequency converters are used to convert power from one frequency
to  another.  They are used to test products to be exported to foreign countries
from  the  point  of

origin (e.g. in the U.S., 60 HZ (Hertz) is converted to 50 HZ).  These frequency
converters are also used to supply 400 Hz aircraft and ship power from the local
power  grid  that is 50 or 60 HZ.  They are also used on airplanes to supply the
60 HZ required by standard equipment such as computers from the 400 HZ available
on  the  aircraft.

     Behlman's  UPS products are used for backup power when local power is lost.
Behlman  only  competes  in  the  "ruggedized", industrial and military markets.
Behlman  is  now  producing  its  UPS units for Aegis Destroyers, LHD Wasp Class
ships  and  Hummers  .

Behlman's  custom  power supply division designs and manufactures power supplies
that  use  commercial-off-the-shelf  (COTS) power modules to meet its customer's
environmental  specifications.  This  technique  requires  less  engineering and
produces  a  more  reliable  unit  in  much  less  time.

     Behlman  also performs reverse engineering of analog systems for the United
States Government or United States Government contractors to enable them to have
a  new  contractor  when  the  old  manufacturer  cannot  or will not supply the
equipment.

Behlman is recognized by the Source Development Department of the NAVICP and has
been  given  the  opportunity to compete against prime contractors.  Behlman has
current  orders including positioning assemblies and power supplies for the F/18
FLIR  system.

Behlman's  inverters  which convert system battery power to AC are being used in
utility  substations  and  electric, gas and water transmission systems.  Yearly
order commitments have been received from one of the nation's largest utilities.

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

PROPOSED  PRODUCTS

Electronics  Segment

          Orbit designed/developed the next generation Remote Control Unit - RCU
to  be  used  as an entry panel by pilots as part of the transponder system. The
RCU  will  used  by  all U.S. armed forces, Navy, Marines, Army and Air Force on
both fixed wing aircrafts and helicopters. The RCU is NVIS Green A certified and
fully environmentally qualified to the MIL-STD-810 requirements as a stand alone
unit.

          The  Orbit  Instrument  Division  has  completed  the  design  and
pre-production  orders  for  Electroluminescent  -  EL  based Display with touch
screen for the Cooperative Engagement Program for the U.S. Naval ships. Orbit is
in  the  design and development phase of a militarized infrared touch screen and
controller  for  the  CEC  EL  Display.

The  Orbit Instrument Division has completed the design and development of color
LCD  technology  based CDU'S. The new CDU'S also include faster and more capable
single Board computers. The color LCD based CDU'S are designed to be a form, fit
and  functional  replacement  of  existing  EL  based  CDU'S  as well as provide
state-of-the-art  capability for new requirements. The new color LCD based CDU'S
include  color,  high  resolution  wide viewing angle displays as well as faster
x586  processor  and larger memory capacity, up to 640 MB of RAM and 4 Giga Byte
of  Flash  memory.

The  Orbit Instrument Division is currently expanding its design and development
resources  to  update  hardware  previously  used  for  full  military  program
requirements.  The  Orbit  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.  Orbit  is  also  proposing  these  for  Home Land Security
applications  as  well.


Power  Units  Segment

     In response to requirements by industrial customers, Behlman will be adding
Ethernet  and  Internet  interfaces in addition to the existing RS232, RS485 and
IEEE488  interfaces.  The  new  interfaces  will  allow  Behlman  equipment  to
controlled and monitored through local area networks and from a distance via the
Internet.

Behlman  was  requested by one of its customers to build a 5000VA UPS to replace
an  unreliable  unit.  This  unit  will  be  delivered  to the U.S. Navy and its
development  will  be expanded to include other units at different power levels.

          Behlman  is  developing a frequency converter that will allow the U.S.
Marines  to purchase less costly 60 Hz Environmental Control Units that are used
in  their  portable  shelters  that  normally use 400 Hz.  The U.S. Marines have
purchased  four  units  that  are  now  in  qualification  testing.

     In  an  effort to expand its product base to the railroad industry, Behlman
is developing a 2500 VA inverter that will convert rail-side battery power to AC
power  at  any  of  the  frequencies  required  by  the  railroad.

Behlman  has been supplying a power supply to an oil and gas exploration company
for  several  years  that is used to drive tools used in the exploration process
that  are  located  five  miles  below the ground.  Behlman is working with this
customer to develop a new unit that will support exploration 7.5 miles below the
surface.

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

     Many  of our competitors are well established, have reputations for success
in  the  development  and  sale  of  their  products  and  services  and  have
significantly  greater  financial,  marketing, distribution, personnel and other
resources  than  us,  thereby permitting them to implement extensive advertising
and  promotional  campaigns,  both  in  general  and  in  response to efforts by
additional  competitors to enter into new markets and introduce new products and
services.

     The  electronics  industry is characterized by frequent introduction of new
products  and  services,  and  is  subject  to changing consumer preferences and
industry  trends,  which  may  adversely  affect  our ability to plan for future
design,  development and marketing of our products and services. The markets for
electronic  products,  components and related services are also characterized by
rapidly  changing technology and evolving industry standards, often resulting in
product  obsolescence  or short product life cycles.  We are constantly required
to  expend  more  funds  for  research  and  development  of  new  technologies.

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.  (See "Major Customers" below). There are
numerous  companies,  many  of  which  have  greater resources 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 nearly all
of  the  products  that  the  Electronics  Segment  produces.

     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 United
States  Government markets has been increasingly severe and price has become the
major  overriding  factor  in  contract and subcontract awards. To the Company's
knowledge,  some  of  Behlman's  regular  competitors  include  companies  with
substantially  greater capital resources and larger engineering, administrative,
sales  and  production  staffs  than  Behlman.


SOURCES  AND  AVAILABILITY  OF  RAW  MATERIALS

          The Company uses multiple sources for its procurement of raw materials
and  is  not  dependent  on  any  suppliers  for  such procurement.  The Company
continuously  updates  its  delivery  schedules  and  evaluates  availability of
components  so  that  they  are  received  on  a  "just-in-time  schedule".
Occasionally,  in  the production of certain military units, the Company will be
faced with procuring certain components that are either obsolete or difficult to
procure.  However,  the  Company  has  access  to  worldwide  brokers  using the
Internet  to  assure  component  availability.  Nevertheless,  there  can  be no
assurance  that such components will be available, and even if so, at reasonable
prices.

MAJOR  CUSTOMERS

     Various  agencies  of  the  United  States  Government,  Raytheon  Company,
Lockheed Martin Corp. and a unit of BAE SYSTEMS accounted for approximately 26%,
20%, 14% and 14%, respectively, of consolidated net sales of the Company for the
year  ended  December 31, 2003.  The loss of any 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 any of the
above-mentioned  customers.

     The  major  customers of the Electronics Segment are Lockheed Martin Corp.,
various agencies of the United States Government, Raytheon Company and a unit of
BAE SYSTEMS accounting for approximately 24%, 24%, 21% and 21%, respectively, of
the net sales of such segment for the year ended December 31, 2003.  The loss of
any of these customers would have a material adverse effect on the net sales and
earnings  of  the  Electronics  Segment.

     The  major customers of the Power Units Segment are various agencies of the
United  States Government and Raytheon Company, accounting for approximately 28%
and  18%,  respectively,  of  the  net  sales of such segment for the year ended
December  31, 2003.  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  United  States  Government  could  have  a
materially  adverse  effect  on  the  Company's  sales  and  earnings.

BACKLOG

     As  of  December  31,  2003  and 2002 the Company's backlog was as follows:
<TABLE>
<CAPTION>
<S>          <C>          <C>
                    2003         2002
             -----------  -----------

Electronics  $ 6,000,000  $ 8,000,000
-----------  -----------  -----------

Power Units    4,000,000    5,000,000
-----------  -----------  -----------

Total        $10,000,000  $13,000,000
-----------  ===========  ===========
</TABLE>

     Substantially  all  of  the backlog at December 31, 2003 represents backlog
under  contracts  that  will  be  shipped  during  2004.

The  backlog  at  December  31,  2003  and  December  31,  2002 does not include
approximately  $3,000,000  and  $1,000,000,  respectively,  of  orders  not  yet
received  under  a  Master  Order Agreement received from a customer whereby the
Company was authorized to procure material to complete such orders.  The Company
received  additional orders in January 2004, but is uncertain when the remaining
units  will  be  ordered.  All orders that had not been received at December 31,
2002,  were  subsequently  received  during  2003.

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

SPECIAL  FEATURES  OF  UNITED  STATES  GOVERNMENT  CONTRACTS

     Orders  under  United States Government prime contracts or subcontracts are
customarily  subject  to  termination  at  the  convenience of the United States
Government,  in which event the contractor is normally entitled to reimbursement
for  allowable  costs  and  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 United States Government occurred
during  the  years  ended  December  31,  2003  and  2002.

     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 United States Government contracts.  Management believes based
on  its  experience,  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 $987,000, and $882,000 of research and
development  expenses  during  the  years  ended  December  31,  2003  and 2002,
respectively.  During  the  years  ended December 31, 2003 and 2002, the Company
recognized  revenue  of  approximately  $679,000 and $368,000, respectively, for
customer  funded  research  and  development.

PATENTS

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

EMPLOYEES

     As  of  March  12, 2004, the Company employed 102 persons, all but one on a
full-time  basis.  Of  these,  the  Electronics  Segment  employed  54  people,
consisting  of  9  in  engineering and drafting, 5 in sales and marketing, 10 in
direct  and  corporate  administration  and the balance in production. The Power
Units  Segment employed 48 people, consisting of 13 in engineering and drafting,
6  in  sales,  3  in  direct  and  corporate  administration  and the balance in
production.

RISK  FACTORS

     This  report  and other reports filed by us contain certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  Actual  results  could  differ  materially  from  those  projected in the
forward-looking  statements as a result of certain uncertainties set forth below
and  elsewhere  in this report, as well as additional risks and uncertainties of
which  we  are  currently  unaware.  See  Item  6.  "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations-Forward Looking
Statements".

WE  ARE  HEAVILY  DEPENDENT  UPON  THE  CONTINUANCE  OF  MILITARY  SPENDING.

A  significant  amount  of  all the products we manufacture are used in military
applications.  The  attacks  of  September  11, 2001 and subsequent world events
have  led  the  U.S.  Government  to  increase  the  level  of military spending
necessary  for  domestic  and  overseas  security. We are heavily dependent upon
military  spending  as  a  source  of  revenues  and  income.  Accordingly,  any
substantial  future  reductions  in  overall  military  spending  by  the  U.S.
Government  could  have  a  material  adverse  effect on our sales and earnings.

WE  COULD HAVE DIFFICULTIES IN PROCURING CONTRACTS BECAUSE OF A REDUCTION IN THE
LEVEL  OF  INDUSTRY-WIDE  FUNDING  AND  PRICING  PRESSURES.

          We  continue to pursue many business opportunities, including programs
in  which  we have previously participated but, due to industry-wide funding and
pricing  pressures,  we could encounter delays in the awards of these contracts.
We  continue  to  seek  new  contracts  which require incurring up-front design,
engineering,  prototype  and  pre-production  costs.  While we are attempting to
negotiate  contract awards for reimbursement of product development, there is no
assurance  that  sufficient monies will be set aside by our customers, including
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 we have completed the
design  and  pre-production  stage,  there  is no assurance that funding will be
provided  for  future  production.

     A  significant  amount  of  our contracts are subject to termination at the
convenience  of  the  U.S.  Government.  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 a reasonable allowance for
profits,  unless  the termination of a contract was due to a default on the part
of  the  contractor.

WE  ARE  DEPENDENT  ON CERTAIN OF OUR CUSTOMERS AND WE DO NOT HAVE ANY LONG-TERM
CONTRACTS  WITH  THESE  CUSTOMERS.

          Various  agencies  of  the U.S. Government, Raytheon Company, Lockheed
Martin  Corp, and BAE SYSTEMS accounted for approximately 26%, 20%, 14% and 14%,
respectively,  of  our  consolidated  net  sales for the year ended December 31,
2003.  Various  agencies of the U.S. Government, Lockheed Martin Corp., Raytheon
Company  and  BAE  SYSTEMS  accounted  for  approximately 24%, 24%, 21% and 21%,
respectively,  of  the  net  sales of our Electronics Segment for the year ended
December 31, 2003.  Various agencies of the U.S. Government and Raytheon Company
accounted  for  approximately 28% and 18%, respectively, of the net sales of our
Power  Units  Segment  for the year ended December 31, 2003.  We do not have any
significant  long-term contracts with any of the above-mentioned customers.  The
loss  of  any of these customers would have a material adverse effect on our net
sales  and  earnings.    Due to major consolidations in the defense industry, it
has  become  more difficult to avoid dependence on certain customers for revenue
and  income.

WE  ARE  DEPENDENT  UPON OUR SENIOR EXECUTIVE OFFICERS AND KEY PERSONNEL FOR THE
OPERATION  OF  OUR  BUSINESS.

We are dependent for the operation of our business on the experience, technology
knowledge,  abilities  and  continued services of our officers, Dennis Sunshine,
President  and Chief Executive Officer, Bruce Reissman, Executive Vice President
and  Chief  Operating  Officer  and  Mitchell Binder, Vice President-Finance and
Chief  Financial  Officer.  The loss of services of any of such persons would be
expected  to  have  a  material  adverse  effect  upon  our  business and/or our
prospects.  Our  future  success  is  dependent  upon,  among  other things, the
successful  recruitment  and  retention  of  key  personnel  including executive
officers,  for  sales,  marketing,  finance and operations.  We face significant
competition  for skilled and technical talent.  No assurance can be made that we
will be successful in attracting and retaining such personnel.  If we are unable
to  retain  existing  key  employees or hire new employees upon acceptable terms
when  necessary,  our  business  could  potentially  be  adversely  affected.

ITEM  2.          DESCRIPTION  OF  PROPERTIES

     The  Company  owned  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 available for manufacturing operations) in
a two-story, sprinklered, brick building which was completed in October 1982 and
expanded  in  1985.  In  March  2001,  the  Company  completed  a sale-leaseback
transaction  whereby  it  sold  its land and building for $3,000,000 and entered
into a twelve year net lease with the buyer of the property.  The lease provides
for  an annual payment of $360,000 with 10% increases in the fourth, seventh and
tenth  years  of  the  lease.  The  lease  expires  in February 2013, but may be
extended  by  the  Company  at  its  option  through 2025.  During the extension
period,  the lease provides for an annual rent of $527,076 with 10% increases in
the  fourth,  seventh  and  tenth  years  of  the  extended  lease.

     Behlman  leases 1,700 square feet in Ventura, California which are used for
sales.  The  lease  provides for monthly payments of  $1,557.00 through December
2004.

ITEM  3.          LEGAL  PROCEEDINGS

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

ITEM  4.          SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
          None.
                                     PART II
                                     -------

ITEM  5.          MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The  Company's  common stock is quoted on the National Association of Securities
Dealers,  Inc.  Automated  Quotation System ("Nasdaq") SmallCap Market under the
symbol  ORBT.
The  following  table  sets  forth  the  high and low closing sale prices of the
Company's  common stock for each quarter from January 1, 2002 through its fiscal
year  ended  December  31,  2003,  as  reported  on  the Nasdaq SmallCap Market.


<TABLE>
<CAPTION>

                   CLOSE (1)
                   ----------

<S>                <C>         <C>
                   HIGH        LOW
                   ----------  -----

2002:

  First Quarter:   $     3.42  $2.12
-----------------  ----------  -----

  Second Quarter:        4.32   3.16
-----------------  ----------  -----

  Third Quarter:         3.88   2.28
-----------------  ----------  -----

  Fourth Quarter:        3.64   1.70
-----------------  ----------  -----


2003:

  First Quarter:   $     4.00  $3.01
-----------------  ----------  -----

  Second Quarter:        5.07   3.30
-----------------  ----------  -----

  Third Quarter:         7.55   4.47
-----------------  ----------  -----

  Fourth Quarter:        7.85   6.18
-----------------  ----------  -----

_______________
-----------------

<FN>

(1) Retroactively restated to reflect a twenty-five percent (25%) stock dividend
--------------------------------------------------------------------------------
effective  August  15,  2003.
-----------------------------
</TABLE>

HOLDERS

     As  of  March  19,  2004,  the  Company had 427 shareholders of record. The
Company's  stock  is traded on the Nasdaq SmallCap Market (Nasdaq symbol: ORBT).

DIVIDENDS

     The  Company  has  not paid or declared any cash dividends to date and does
not  anticipate  paying  any  in  the foreseeable future. The Compnay intends to
retian  earnings,  if  any,  to  support  the  growth  of  its  business.

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

     The  following  table  sets  forth,  as  of  December  31,  2003:

-     the  number of shares of the Company's common stock issuable upon exercise
of  outstanding  options,  warrants  and  rights, separately identified by those
granted     under  equity incentive plans approved by the Company's stockholders
and  those granted under plans, including individual compensation contracts, not
approved  by  the  Company's  stockholders  (column  A),

-     the  weighted average exercise price of such options, warrants and rights,
also  as  separately  identified  (column  B),  and

-     the  number  of  shares remaining available for future issuance under such
plans,  other  than  those shares issuable upon exercise of outstanding options,
warrants  and  rights  (column  C).


                   EQUITY COMPENSATION PLAN INFORMATION TABLE


                (a)                 (b)                   (c)

Plan Category  Number of securities  Weighted-average     Number of securities
               to be issued upon     exercise price of    remaining available
               exercise of           outstanding options, for future issuance
               outstanding options,  warrants and rights  under equity
               warrants and rights                        compensation plans
                                                          (excluding securities
                                                          reflected in
                                                          column(a))
----------------------------------------------------------------------------

Equity compensation   871,677                $2.97                   365,204
plans approved by
security holders  ----------------------------------------------------------

Equity compensation
plans not approved
by security
holders                  0                    N/A                    0
                  ----------------------------------------------------------

Total                 871,677                $2.97                   365,204
                  ==========================================================







ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
     FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS

Executive  Overview
-------------------

     The  Company  achieved  a significant increase in operating results for the
year  ended  December  31, 2003.   Revenues increased slightly but the Company's
gross profit margins and net income significantly improved during the year.  Our
backlog  at  December  31,  2003,  was  approximately  $10,000,000  compared  to
approximately  $13,000,000  at  December  31,  2002.  However,  the current year
backlog  does  not include approximately $3,000,000 of anticipated orders from a
customer  for  which the Company has been authorized to procure material.  There
is  no  seasonality  to  the  Company's  business.  Our  shipping  schedules are
generally  determined  by the shipping schedules outlined in the purchase orders
received  from  our  customers.  Both  of  our operating segments are pursuing a
significant  amount  of  business opportunities and our confidence level remains
very  high with respect to receiving many of the orders we are pursuing although
timing  is  always  an  uncertainty.  Nevertheless,  we remain encouraged by our
business  environment  and we expect our strong operating results to continue in
2004.  Our  success  of  the  past  few years has significantly strengthened our
balance  sheet evidenced by our 5.3 to 1 current ratio at December 31, 2003.  We
currently  have  a $2,000,000 credit facility in place that we have not used, to
date, and the Company is currently exploring accretive acquisition opportunities
that  are  compatible  with  our  existing  operations.  We  also  have  several
financing  alternatives  available  to  us,  if  needed,  in  order  to fund any
potential  acquisitions.

Forward  Looking  Statements
----------------------------

     Statements  in  this  Item  6,  "Management's  Discussion  and  Analysis of
Financial  Condition  and  Results of Operations" and elsewhere in this document
are  certain  statements which are not historical or current fact and constitute
"forward-looking  statements"  within the meaning of such term in Section 27A of
the  Securities  Act  of  1933 and Section 21E of the Securities Exchange Act of
1934.  Such  forward-looking  statements  involve  known  and  unknown  risks,
uncertainties  and  other  factors  that  could  cause  the  actual financial or
operating  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.  Such  forward looking statements are based on our best estimates of
future results, performance or achievements, based on current conditions and the
most  recent results of the Company.  In addition to statements which explicitly
describe  such risks and uncertainties, readers are urged to consider statements
labeled  with  the  terms "may", "will", "potential", "opportunity", "believes",
"belief",  "expects",  "intends",  "estimates",  "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.

CRITICAL  ACCOUNTING  POLICIES

     The  discussion  and  analysis of the Company's financial condition and the
results  of  its  operations are based on the Company's financial statements and
the  data  used  to  prepare them.  The Company's financial statements have been
prepared  based on accounting principles generally accepted in the United States
of  America.  On  an  on-going basis, we re-evaluate our judgments and estimates
including  those  related to inventory valuation, the valuation allowance on the
Company's  deferred  tax  asset  and  goodwill  impairment.  These estimates and
judgments  are based on historical experience and various other assumptions that
are  believed  to  be  reasonable  under  current  business  conditions  and
circumstances.  Actual  results  may differ from these estimates under different
assumptions  or  conditions.  The  Company  believes  the  following  critical
accounting  policies  affect  more  significant  judgments  and estimates in the
preparation  of  the  consolidated  financial  statements.

Inventories
-----------

     Inventory  is  valued  at  the lower of cost (first in, first out basis) or
market.  Inventory  items  are  reviewed  regularly  for  excess  and  obsolete
inventory  based  on  an  estimated  forecast of product demand.  Demand for the
Company's  products can be forecasted based on current backlog, customer options
to  reorder under existing contracts, the need to retrofit older units and parts
needed  for  general repairs.  Although the Company makes every effort to insure
the  accuracy  of  its  forecasts  of  future  product  demand,  any significant
unanticipated  changes  in  demand  or  technological developments could have an
impact  on the level of obsolete material in its inventory and operating results
could  be  affected, accordingly.  However, world events have forced our country
into  various  situations of conflict whereby equipment is used and parts may be
needed  for  repair.  This could lead to increased product demand as well as the
use  of some older inventory items that the Company had previously determined to
be  obsolete.


Deferred  tax  asset
--------------------

     At  December 31, 2003, the Company had an alternative minimum tax credit of
approximately  $564,000  with  no  limitation  on  the  carry-forward period and
federal and state net operating loss carry-forwards of approximately $24,600,000
and  $10,300,000,  respectively,  that  expire  through  2021.  In addition, the
Company  receives  a  tax  deduction  when  their  employees  exercise  their
non-qualified stock options thereby increasing the Company's deferred tax asset.
The  Company  places a valuation allowance to reduce its deferred tax asset when
it is more likely than not that a portion of the amount may not be realized. The
Company  estimates its valuation allowance based on an estimated forecast of its
future  profitability. Any significant changes in future profitability resulting
from  variations  in  future  revenues  or  expenses  could affect the valuation
allowance  on  its  deferred  tax asset and operating results could be affected,
accordingly.

Impairment  of  Goodwill
------------------------

     The Company has significant intangible assets related to goodwill and other
acquired  intangibles.  In  determining the recoverability of goodwill and other
intangibles,  assumptions must be made regarding estimated future cash flows and
other  factors to determine the fair value of the assets.  If these estimates or
their  related  assumptions change in the future, the Company may be required to
record  impairment  charges for those assets not previously recorded.  Effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No.  142,  "Goodwill and Other Intangible assets".  Under the provisions of SFAS
142,  the  cost  of  certain intangibles are no longer  subject to amortization.
These  costs were reviewed for potential impairment in 2003 and 2002 and will be
reviewed  on  an  annual  basis  thereafter.

RESULTS  OF  OPERATIONS:

Year  Ended  December  31,  2003  v.  Year  Ended  December  31,  2002
----------------------------------------------------------------------

     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").

Consolidated net sales for the year ended December 31, 2003 increased by 2.7% to
$17,139,000  from  $16,695,000  for  the  prior  year principally due to a 23.3%
increase  in  sales  recorded  from  the  Power Units Segment that was partially
offset  by  9.0%  decrease  in  sales  recorded  by  the  Electronics  Segment.

Gross profit, as a percentage of net sales, for the year ended December 31, 2003
increased  to 43.6% from 40.8% for the prior year. The increase in gross profit,
as  a  percentage  of  sales, was due to an increase in gross profit realized by
both  the  Electronics  and  Power Units Segments.  The increase in gross profit
realized  by the Power Units Segment was principally due to an increase in sales
and  the  increase  in  gross  profit  realized  by  the Electronics Segment was
principally  due  to  a  change  in  product  mix.

Selling,  general  and  administrative  expenses for the year ended December 31,
2003  increased  to  $6,039,000  from  $5,666,000,  or 6.6%, from the year ended
December  31,  2002  principally  due  to higher corporate administrative costs,
particularly,  non-cash  net  charges of $133,000 resulting from the issuance of
warrants  to  its  investment  banker.  Exclusive of these non-cash net charges,
selling,  general  and  administrative  expenses for the year ended December 31,
2003 increased by 4.2% from the year ended December 31, 2002.   Selling, general
and  administrative  expenses,  as  a  percentage  of  sales, for the year ended
December  31,  2003 increased to 35.2% from 33.9% for the prior year principally
due  to  the  aforementioned  costs that was partially offset by increased sales
during  the  current  year.

Interest  expense  for the year ended December 31, 2003 decreased to $9,000 from
$74,000  for  the year ended December 31, 2002 principally due to the pay off of
the  outstanding balance under the Company's credit facility with an asset-based
lender  in  the  first  quarter  of  2003.

Investment  and  other  income for the year ended December 31, 2003 decreased to
$110,000 from $143,000 for the prior year principally due to a decrease in funds
available  for  investment  and  due  to  lower  interest  rates.

Net  income before income tax benefit was $1,528,000 for the year ended December
31,  2003,  compared  to  $1,215,000  for the year ended December 31, 2002.  Net
income  before  income  tax benefit for the current period includes non-cash net
charges  of  $133,000  resulting from the issuance of warrants to its investment
banker.  The  increase  in  income  was principally due to the increase in sales
from the Company's Power Units Segment, the increase in gross profit realized by
the  Electronics  Segment  that  was  partially  offset  by  higher  corporate
administrative  costs.

During  the  year  ended  December 31, 2003, due to increased profitability, the
Company  adjusted  its  valuation  allowance  on  its deferred tax asset thereby
realizing  $100,000  in  an  income  tax  benefit.

As  a  result  of the foregoing, net income for the year ended December 31, 2003
was  $1,628,000  compared  to  $1,215,000  for the year ended December 31, 2002.
Adjusting  for  the aforementioned non-cash income and expense items, net income
for  the  year ended December 31, 2003 was $1,661,000 compared to $1,215,000 for
the  year  ended  December  31,  2002.

Liquidity,  Capital  Resources  and  Inflation
----------------------------------------------

     Working  capital  increased  to $9,005,000 at December 31, 2003 compared to
$6,987,000  at  December  31,  2002.  The  ratio  of  current  assets to current
liabilities increased to 5.3 to 1 at December 31, 2003 from 2.9 to 1 at December
31,  2002.

Net  cash  used in operations for the year ended December 31, 2003 was $345,000,
primarily  attributable  to  an  increase  in accounts receivable, a decrease in
accounts  payable  and
accrued  expenses,  a decrease in reserves applicable to discontinued operations
and  the  non-cash effect of the income tax benefit that was partially offset by
net income for the period and the non-cash effect of the issuance of warrants to
the  Company's investment banker.   Net cash provided by operations for the year
ended December 31, 2002 was $1,649,000, primarily attributable to the net income
for  the  period,  a  decrease  in  accounts  receivable  and inventories and an
increase in accrued expenses that was partially offset by a decrease in accounts
payable  and  customer  advances.

Cash flows used in investing activities for the year ended December 31, 2003 was
$75,000  attributable  to the purchase of marketable securities and the purchase
of property and equipment.  Cash flows used in investing activities for the year
ended  December  31, 2002 was $20,000, attributable to the purchases of property
and  equipment.

Cash flows used in financing activities for the year ended December 31, 2003 was
$805,000,  attributable  to  the repayments of long-term debt that was partially
offset by the proceeds from stock option exercises due to a material increase in
the  price  of the Company's stock.  Cash flows used in financing activities for
the  year  ended  December  31, 2002 was $352,000, primarily attributable to the
repayments  of  long  term  debt  and  notes  payable.

     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.

     In  January  2001,  the  Company closed on a new $1,000,000 credit facility
with  an  asset-based  lender  secured  by  accounts  receivable,  inventory and
machinery  and  equipment  of the Company.  In October 2001, the credit facility
was  increased  to  $1,500,000.  The  agreement continued until February 2003 at
which  time  the  Company  entered  into a new $2,000,000 credit facility with a
commercial  lender  secured  by accounts receivable, inventory and machinery and
equipment.  The  agreement  will  continue  from  year to year thereafter unless
sooner  terminated  for  an  event  of default including compliance with certain
financial  covenants.  Loans  under the terminated facility did bear interest at
the  prime rate of the Chase Manhattan Bank plus 1.75% per annum (4% at December
31,  2003).  Loans under the new facility will bear interest equal to the sum of
2.75%  plus  the  one-month  London Inter-bank Offer rate (1.12% at December 31,
2003).
The Company's contractual obligations and commitments are summarized as follows:


<TABLE>
<CAPTION>



<S>                             <C>       <C>         <C>       <C>       <C>
                         Less than                   1-3        4-5      After 5
Obligation               Total        1 Year        Years      Years      Years
-----------------------  -----        ------        -----      -----      -----

Long-term debt        $138,000      $ 138,000          $0        $0           $0

Capital lease
    obligations         41,000         11,000       30,000        0            0

Operating leases     4,057,000        440,000    1,236,000  871,000    1,510,000

Other long-term
    obligations        252,000        252,000            0         0           0
                     ----------    ----------    ---------   --------  ---------
Total contractual
    obligations     $4,488,000       $841,000   $1,266,000  $871,000  $1,510,000

</TABLE>


     The  Company's  existing  capital  resources,  including  its  bank  credit
facility, and its cash flow from operations are expected to be adequate to cover
the  Company's  cash  requirements  for its operations.  However, the Company is
seeking  an  accretive  acquisition  and would likely need financing in order to
complete such acquisition.  The Company believes that financing alternatives are
available.

     Inflation  has  not  materially  impacted  the  operations  of the Company.

Certain  Material  Trends
-------------------------

     The  Company's  Electronics  Segment  and  the Custom Division of its Power
Units  Segment  are  heavily  dependent  on  military  spending.  The  events of
September  11,  2001  have  put  a  tremendous  emphasis on defense and homeland
security  spending  and the Company has seen improvement in bookings and revenue
levels  since  2001.  The  Company  has  realized  a significant increase to the
backlog  of the Custom Division of its Power Unit Segment and shipments of these
orders  commenced  in  the  third quarter of 2002 and continued throughout 2003.
The  Company  also  had experienced a slowdown in its commercial division of its
Power  Units  Segment  due  to  a  reduction  in capital spending as a result of
current  economic  conditions.  However, the commercial division has realized an
increase  in  bookings,  particularly for military requirements for its standard
commercial  products.  Currently,  the backlog of the commercial division is the
highest  it's  been  since the Company acquired its Power Units Segment in 1996.
The  Company  has  also seen the flow of new orders from its Electronics Segment
running  about  comparable  to the prior year.  Although the Electronics Segment
and  the  custom  division  of  the  Power  Units  Segment  are  pursing several
opportunities  for  reorders  as  well  as  new contract awards, the Company has
always  found  it  difficult  to  predict  the  timing  of  such  awards.

There  is  no seasonality to the Company's business.  The Company's revenues are
generally  determined  by the shipping schedules outlined in the purchase orders
received from its customers.  The Company stratifies all the opportunities it is
pursuing  by  various  confidence levels.  The Company generally realizes a very
high  success  rate  with  those opportunities that it applies a high confidence
level  to.  The Company currently has a significant amount of potential contract
awards  that  it has applied a high confidence level to.  However, because it is
difficult  to  predict  the  timing  of awards for most of the opportunities the
Company  is pursuing, it also becomes difficult to predict when the Company will
commence shipping under these contracts.  A delay in the receipt of any contract
from  its  customer  ultimately  causes a corresponding delay in shipments under
that  contract.

Despite the increase in military spending, the Company still faces a challenging
environment.  The  government is emphasizing the engineering of new and improved
weaponry  and  it  continues  to be our challenge to work with each of our prime
contractors  so  that  we  can  participate on these new programs.  In addition,
these  new  contracts  which  require  incurring  up-front  design, engineering,
prototype  and  pre-production  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 its customers, including the United
States  Government,  for  such  effort.  In  addition, even if the United States
Government  agrees  to reimburse development costs, there is still a significant
risk  of  cost  overrun  that  may  not  be reimbursable.  Furthermore, once the
Company has completed the design and pre-production stage, there is no assurance
that funding will be provided for future production.  In such event, even if the
Company  is  reimbursed  for  its  development  costs  it  will not generate any
significant  profits.

     The  Company  is  heavily  dependent  upon military spending as a source of
revenues and income.  Any future reductions in the level of military spending by
the  United  States  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  and the Orbit Instrument Division is beginning to
introduce certain of its products into commercial and foreign markets as well as
to  other  Departments  of  Defense.


Quantitative  and  Qualitative  Disclosures  About  Market  Risks
-----------------------------------------------------------------

     The  Company currently has no bank debt and consequently, is not exposed to
market  risk  related to changes in interest rates.  However, the Company's line
of  credit is at a variable rate of interest and is not hedged by any derivative
instruments.



ITEM  7.          FINANCIAL  STATEMENTS

     The  information  required  under  this  Item appears in a separate section
following  Item  14  of  this  report.


ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     None.

ITEM  8A.     CONTROLS  AND  PROCEDURES

     An evaluation was performed, as of December 31, 2003, under the supervision
and  with the participation of our management, including its President and Chief
Executive  Officer  and  Chief  Financial  Officer,  of the effectiveness of the
design  and  operation  of our disclosure controls and procedures, as defined in
Rules  13a-15(e)  and 15d-15(e) under the Securities Exchange Act of 1934. Based
on  such  evaluation,  our management has concluded that its disclosure controls
and  procedures  were  effective  as  of  December  31,  2003.

     There have been no significant changes in our internal controls or in other
factors  that  could  significantly  affect  our internal controls subsequent to
December  31,  2003.





                                    PART III
                                    --------


ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

     Incorporated  herein  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 2004 Annual
Meeting  of  Stockholders.

ITEM  10.     EXECUTIVE  COMPENSATION

     Incorporated  herein  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 2004 Annual
Meeting  of  Stockholders.

ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

     Incorporated  herein  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 2004 Annual
Meeting  of  Stockholders.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Incorporated  herein  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 2004 Annual
Meeting  of  Stockholders.


ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibit:

Exhibit  No.     Description  of  Exhibit
------------     ------------------------

  3  (a)*        Composite  of  Certificate  of  Incorporation,  as  amended.

  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 Stock Option Plan for
                 Non-Employee Directors. Incorporated by reference to
                 Annex C to Registrant's Definitive Proxy Statement on
                 Schedule 14A filed with the Securities and Exchange
                 Commission on November  17,  1995.

  4  (b)         Orbit  International  Corp.  1995  Employee  Stock  Option
                 Plan Incorporated  by reference to Annex B to Registrant's
                 Definitive Proxy Statement on  Schedule  14A  filed with
                 the Securities and Exchange Commission on November 17, 1995

  4  (c)         Orbit International  Corp. 2000  Employee  Stock  Option  Plan
                 Incorporated  by  reference  to  Appendix  B  to  Registrant's
                 Definitive Proxy Statement  on  Schedule 14A filed with the
                 Securities and Exchange Commission on April  28, 2000.

  4  (d)         Orbit  International  Corp.  2003  Employee  Stock  Incentive
                 Plan. Incorporated  by  reference to Exhibit 4 to Registrant's
                 Annual Report on Form 10-KSB  for  the  fiscal  year  ended
                 December  31,  2002.

 10  (a)         Form of Agreement  among  Kenneth  Freedman, Frederick Meyers,
                 The Panda  Group, Inc. and  Orbit International  Corp. dated
                 March  28,  1996. Incorporated by reference to Exhibit 10(g) to
                 Registrant's Annual Report on Form 10-K  for  the  fiscal  year
                 ended  December  31,  1995.

 10  (b)         Form  of  Amended  Promissory  Note dated March 28, 1996
                 between the Orbit International Corp. and The Panda Group, Inc.
                 Incorporated by reference to Exhibit  10(g)  to  Registrant's
                 Annual Report on Form 10-K for the fiscal year ended
                 December  31, 1995.

  10 (c)         Asset  Purchase  Agreement,  dated  as of January 11, 1996, by
                 and among  Astrosystems,  Inc., Behlman Electronics, Inc.,
                 Orbit International Corp. and Cabot Court, Inc. Incorporated
                 by reference to the Registrant's Current Report on Form 8-K
                 filed with the Securities and Exchange Commission on
                 February 21, 1996

  10  (d)        Amendment  dated  as of March 1, 2000 to the Agreement dated
                 March 28,  1996  among  Kenneth  Freedman, Frederick Meyers,
                 The Panda Group, Inc. and Orbit  International  Corp.
                 Incorporated by reference to  Exhibit  10(i)  to Registrant's
                 Annual Report on Form 10-KSB for the fiscal year ended
                 December 31,2000.

  10 (e)         Amended and Restated Employment Agreement, dated as of
                 February 15, 1999, between Registrant and Mitchell  Binder.
                 Incorporated by reference to Exhibit 10(a)  to Registrant's
                 Annual Report on Form 10-K for the fiscal year ended
                 December  31,  1998.

  10 (f)         Amended and Restated Employment Agreement, dated as of
                 February 15, 1999,  between  Registrant  and  Bruce
                 Reissman.  Incorporated  by reference to Exhibit  10(b)
                 to  Registrant's  Annual Report on Form 10-K for the
                 fiscal year ended  December  31,  1998.

  10 (g)         Amended and Restated Employment Agreement, dated as
                 of February 15, 1999  between  Registrant  and  Dennis
                 Sunshine. Incorporated by reference to Exhibit  10(c)
                 to  Registrant's  Annual Report on Form 10-K for the
                 fiscal year ended  December  31,  1998.

  10  (h)        Financing  Agreement dated January 8, 2001 between the Company
                 and Rosenthal  &  Rosenthal,  Inc.  including  exhibits  and
                 schedules  thereto. Incorporated by reference to Exhibit 10(j)
                 to Registrant's Annual Report on Form 10-KSB  for  the  fiscal
                 year  ended  December  31,  2000.

  10  (i)        Financing Agreement dated  January  8,  2001 between  Behlman
                 Electronics,  Inc.  and  Rosenthal  &  Rosenthal,  Inc.
                 including  exhibits and schedules  thereto.  Incorporated
                 by reference to Exhibit 10(k) to Registrant's Annual  Report
                 on  Form  10-KSB for the fiscal year ended December 31, 2000.

  10 (j)         Purchase and Sale Agreement between the Company and 80 Cabot
                 Realty LLC  dated  February  26,  2001.  Incorporated  by
                 reference to Exhibit 10(l) to Registrant's Annual Report on
                 Form 10-KSB for the fiscal year ended December 31, 2000.

  10(k)          Lease  Agreement between the Company and 80 Cabot Realty LLC
                 dated February  26,  2001.  Incorporated by reference to
                 Exhibit 10(m) to Registrant's Annual  Report on Form  10-KSB
                 for  the  fiscal year ended December 31, 2000.

  10  (l)        Form  of Indemnification Agreement between the Company and
                 each of its  Directors  dated  as  of  September  10, 2001.
                 Incorporated by reference to Exhibit  10(d)  to Registrant's
                 Annual Report on Form 10-KSB for the fiscal year ended
                 December  31,  2001.

  10(m)          Loan and Security Agreement dated as of January 28, 2003
                 between the Company  and  Merrill  Lynch Business Financial
                 Services Inc. including exhibits and  other  attachments
                 thereto.  Incorporated by reference to Exhibit 10(k) to
                 Registrant's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 2002.

  14*            Code  of  Ethics  between the Company and its Chief Executive
                 Officer, Chief  Financial  Officer  and  Chief  Accounting
                 Officer.

  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  Goldstein  Golub  Kessler  LLP.

  31  (a)*     Certification  of  the  Chief  Executive Officer required by Rule
               13a-14(a)  or  Rule  15d-14(a)  and  18  U.S.C.  1350.

  31  (b)*     Certification  of  the  Chief  Financial Officer required by Rule
               13a-14(a)  or  Rule  15d-14(a)  and  18  U.S.C.  1350.

  32  (a)*     Certification  of  the  Chief  Executive Officer required by Rule
               13a-14(b)  or  Rule  15d-14(b)  and  18  U.S.C.  1350.

  32  (b)*     Certification  of  the  Chief  Financial Officer required by Rule
               13a-14(b)  or  Rule  15d-14(b)  and  18  U.S.C.  1350.

_________________________
     *  Filed  herewith.


(b)     Reports  on  Form  8-K:

     On  November  6, 2003, the Company filed a current report on Form 8-K under
Item  12.  Results  of  Operations and Financial Condition relating to its press
release  issued  on November 6, 2003, announcing the Company's operating results
for  its  third  quarter  and  nine  months  ended  September  30,  2003.


ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

     Incorporated  herein  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 2004 Annual
Meeting  of  Stockholders.




                                      ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------
INDEPENDENT  AUDITOR'S  REPORT                                        F-1


CONSOLIDATED  FINANCIAL  STATEMENTS:

   Balance  Sheet  as  of  December  31,  2003  and  2002             F-2
   Statement  of  Operations  for  the  Years  Ended
     December 31, 2003 and 2002                                       F-3
   Statement  of  Stockholders' Equity for the Years
     Ended December 31, 2003 and 2002                                 F-4
   Statement  of  Cash  Flows  for  the  Years
     Ended December 31, 2003 and 2002                                 F-5
   Notes  to  Consolidated  Financial  Statements                  F-6 - F-16


<PAGE>
INDEPENDENT  AUDITOR'S  REPORT




To  the  Stockholders  and  Board  of  Directors
Orbit  International  Corp.


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Orbit
International  Corp.  and Subsidiaries as of December 31, 2003 and 2002, and the
related  consolidated  statements  of operations, stockholders' equity, and cash
flows  for  the  years  then  ended.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of Orbit International
Corp.  and  Subsidiaries  as  of  December 31, 2003 and 2002, and the results of
their  operations  and  their  cash flows for the years then ended in conformity
with  accounting  principles generally accepted in the United States of America.




GOLDSTEIN  GOLUB  KESSLER  LLP
New  York,  New  York

February  25,  2004


<TABLE>
<CAPTION>
                                                         ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                                                       CONSOLIDATED  BALANCE  SHEET


<S>                                                                      <C>           <C>

DECEMBER 31,                                                                    2003          2002
                                                                               -----          -----
ASSETS

Current Assets:
  Cash and cash equivalents                                              $   797,000   $ 2,022,000
  Investments in marketable securities                                        55,000         3,000
  Accounts receivable, less allowance for doubtful accounts of $145,000
   in 2003 and $165,000 in 2002                                            2,615,000     1,355,000
  Inventories                                                              7,077,000     7,109,000
  Other current assets                                                       158,000       154,000
  Deferred tax asset                                                         390,000        75,000
                                                                          ----------    -----------
  TOTAL CURRENT ASSETS                                                    11,092,000    10,718,000

Property and Equipment, at cost, less accumulated
 depreciation and amortization                                               164,000       218,000

Excess of Cost over the Fair Value of Assets Acquired                        868,000       868,000

Other Assets                                                                 869,000       853,000

Deferred Tax Asset                                                           200,000       275,000
                                                                         -----------      ---------
  TOTAL ASSETS                                                           $13,193,000   $12,932,000
                                                                         ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term obligations                               $   149,000   $   201,000
  Accounts payable                                                           759,000     1,048,000
  Notes payable                                                                    -       766,000
  Accrued expenses                                                           842,000     1,029,000
  Accounts payable, accrued expenses and reserves applicable
   to discontinued operations                                                252,000       555,000
  Customer advances                                                                -        47,000
  Deferred income                                                             85,000        85,000
                                                                          ----------     ----------
  TOTAL CURRENT LIABILITIES                                                2,087,000     3,731,000
Deferred Income                                                              684,000       769,000
Long-term Obligations                                                         30,000       173,000
                                                                           ---------     ----------
  TOTAL LIABILITIES                                                        2,801,000     4,673,000

Stockholders' Equity:
  Common stock - $.10 par value                                              403,000       391,000
  Additional paid-in capital                                              24,583,000    24,090,000
  Accumulated deficit                                                     (4,744,000)   (6,372,000)
                                                                          ----------     ----------
                                                                          20,242,000    18,109,000
  Treasury stock, at cost                                                 (9,850,000)   (9,850,000)
                                                                          ----------    -----------
  STOCKHOLDERS' EQUITY                                                    10,392,000     8,259,000
                                                                         -----------    ----------
  TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                             $13,193,000   $12,932,000
                                                                         ===========   ===========
</TABLE>
                                 See Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                               ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                  CONSOLIDATED  STATEMENT  OF  OPERATIONS


<S>                                            <C>           <C>
YEAR ENDED DECEMBER 31,                               2003          2002
                                               -----------   -----------

Net sales                                      $17,139,000   $16,695,000

Cost of sales                                    9,673,000     9,883,000
                                                ----------    -----------
Gross profit                                     7,466,000     6,812,000

Selling, general and administrative expenses     6,039,000     5,666,000

Interest expense                                     9,000        74,000

Investment and other income, net                  (110,000)     (143,000)
                                                 ---------     ----------
Total expenses                                   5,938,000     5,597,000
                                                 ---------     ----------
Income before income tax benefit                 1,528,000     1,215,000

Income tax benefit                                (100,000)         -
                                                ---------      ----------
Net income                                     $ 1,628,000   $ 1,215,000
                                               ===========   ===========

Net income per common share: (a)
  Net income:
    Basic                                      $       .60   $       .46
                                               ===========   ===========
    Diluted                                    $       .55   $       .42
                                               ===========   ============
<FN>


(a)  Retroactively  restated  to  reflect  a  twenty-five  (25%)  stock dividend
effective  August  15,  2003.

                           See Notes to Consolidated Financial Statements



</TABLE>

<TABLE>
<CAPTION>
                                     ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  ----------------------------------------------



YEARS  ENDED  DECEMBER  31,  2003  AND  2002
--------------------------------------------
<S>                     <C>            <C>           <C>            <C>         <C>        <C>          <C>
                             COMMON  STOCK
                          10,000,000  SHARES
                              AUTHORIZED            ADDITIONAL
                           SHARES                    PAID-IN       ACCUMULATED      TREASURY  STOCK
                          ISSUED(A)   AMOUNT(A)     CAPITAL(A)       DEFICIT      SHARES(A)     AMOUNT           TOTAL
                         ----------  ---------    ------------    -----------    ---------     --------         ------
Balance  at
December 31, 2001        3,904,000    $390,000    $24,087,000      $(7,587,000)  (1,268,000) $(9,850,000)  $ 7,040,000

Exercise  of  options        4,000       1,000          3,000       -                 -             -            4,000

Net  income                    -           -             -           1,215,000        -             -        1,215,000
Balance at               ---------     ---------    ----------      ----------   ----------   ----------     ---------
December  31,  2002      3,908,000     391,000     24,090,000       (6,372,000)  (1,268,000)  (9,850,000)    8,259,000

Exercise  of  options      116,000      12,000        144,000           -             -            -           156,000

Issuance  of  warrants         -            -         209,000           -             -            -           209,000

Tax  benefit  of stock
option exercise                -            -          140,000          -             -            -           140,000

Net  income                   -             -             -         1,628,000         -            -         1,628,000
                         ---------     ---------    ---------      ----------     ----------    ----------   ---------
Balance  at
December  31,  2003      4,024,000     $403,000    $24,583,000    $(4,744,000)   (1,268,000)  $(9,850,000) $10,392,000
                         =========     ========    ===========    ===========    ==========   ===========  ===========



(a)  Retroactively  restated  to  reflect  a  twenty-five  (25%)  stock dividend
effective  August  15,  2003.

</TABLE>
                  See Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED  STATEMENT  OF  CASH  FLOWS


<S>                                                                      <C>           <C>
YEAR ENDED DECEMBER 31,                                                         2003         2002
                                                                               ------      -------

Cash flows from operating activities:
  Net income                                                             $ 1,628,000   $1,215,000
  Adjustments to reconcile net income to net cash (used in) provided by
   operating activities:
    Depreciation and amortization                                             77,000       73,000
    Bad debt                                                                  37,000            -
    Expense due to issuance of warrants                                      209,000            -
    Deferred income                                                          (85,000)     (85,000)
    Deferred tax benefit                                                    (240,000)           -
    Tax benefit of options exercised                                         140,000            -
    Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable                          (1,297,000)     733,000
      Decrease in inventories                                                 32,000      104,000
      Increase in other current assets                                        (4,000)     (74,000)
      Increase in other assets                                               (16,000)     (96,000)
      Decrease in accounts payable                                          (289,000)    (287,000)
      (Decrease) increase in accrued expenses                               (187,000)     215,000
      Decrease in customer advances                                          (47,000)    (110,000)
      Decrease in accounts payable, accrued expenses and reserves
       applicable to discontinued operations                                (303,000)     (39,000)
                                                                           ---------    ----------
  NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                       (345,000)   1,649,000

Cash flows from investing activities:
    Purchase of marketable securities                                        (52,000)           -
    Purchase of property and equipment                                       (23,000)     (20,000)
                                                                             --------     --------
  NET CASH USED IN INVESTING ACTIVITIES                                      (75,000)     (20,000)

Cash flows from financing activities:
  Repayments of long-term debt                                              (961,000)    (184,000)
  Repayments of notes payable                                                      -     (172,000)
  Proceeds from exercise of options                                          156,000        4,000
                                                                            --------    ---------
  NET CASH USED IN FINANCING ACTIVITIES                                     (805,000)    (352,000)

Net (decrease) increase in cash and cash equivalents                      (1,225,000)   1,277,000

Cash and cash equivalents at beginning of year                             2,022,000      745,000
                                                                         -----------   -----------
Cash and cash equivalents at end of year                                 $   797,000   $2,022,000
                                                                         ===========   ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the year for interest                                 $     9,000   $  137,000
                                                                         ===========   ==========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITY:

  Property and equipment acquired through capital lease                  $         -   $   51,000
                                                                         ============  ===========
</TABLE>

                  See Notes to Consolidated Financial Statements

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS
------------------------------------------

  1.  ORGANIZATION  AND  BUSINESS:
  --------------------------------

The  consolidated  financial  statements  include  the  accounts  of  Orbit
International  Corp.  and  its  wholly  owned  subsidiaries  (collectively,  the
"Company").  All  significant  intercompany transactions have been eliminated in
consolidation.

    The  Company has two reportable segments:
(a)  the  Orbit  Instrument  Division  (Electronics  Segment)  is engaged in the
design, manufacture and sale of customized electronic components and subsystems,
and  (b)  the  Behlman  Electronics,  Inc.  subsidiary  (Power Units Segment) is
engaged in the design and manufacture of distortion-free commercial power units,
power  conversion  devices  and  electronic devices for measurement and display.

  2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:
  ---------------------------------------------------

     During  2003,  the  board of directors approved a twenty-five percent (25%)
stock  dividend.  The  stock  dividend has been accounted for as a 5 for 4 stock
split  and  all  references  to shares and per share amounts in the accompanying
consolidated  financial  statements  have been retroactively restated to reflect
the  stock  dividend.

     The  Company  considers  all  highly  liquid investments with a maturity of
three  months  or  less  when  purchased  to  be  cash  equivalents.

     The  Company  maintains  cash  in  deposit accounts which, at times, exceed
federally  insured  limits.  The Company has not experienced any losses on these
accounts.

     Accounts  receivable  are  reported  at  their outstanding unpaid principal
balances  reduced  by an allowance for doubtful accounts.  The Company estimates
doubtful  accounts  based  on  historical bad debts, factors related to specific
customers'  ability  to pay and current economic trends.  The Company writes off
accounts  receivable  against  the  allowance when a balance is determined to be
uncollectible.

     Inventories  are priced at the lower of cost (first-in, first-out basis) or
market.

     Property  and equipment is recorded at cost.  Depreciation and amortization
of  the respective assets are computed using the straight-line method over their
estimated  useful  lives  ranging from 5 to 8 years.  Leasehold improvements are
amortized using the straight-line method over the remaining term of the lease or
the  estimated  useful  life  of  the  improvement,  whichever  is  less.

     The Company's investment in available-for-sale securities is stated at fair
value  with  the  unrealized  gains  and  losses,  net of tax, reported in other
comprehensive income.  Realized gains and losses and declines in value judged to
be  other-than-temporary  on  available-for-sales  securities  are  included  in
investment  income.  The  cost  of  securities  sold  is  based  on  the
specific-identification  method.  Interest  and dividends on such securities are
included  in  investment  income.

     Substantially  all  of the Company's revenue is recognized from the sale of
tangible  products.  The  Company records sales upon delivery of the units under
its  manufacturing  contracts.

     The  Company's  freight and delivery costs were $39,000 and $49,000 for the
years  ended  December 31, 2003 and 2002, respectively. These costs are included
in  selling,  general  and  administrative  expenses.

     The  preparation  of  consolidated  financial statements in conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management  to  make  estimates  and  assumptions  that  affect  the
consolidated  financial statements and accompanying notes.  Actual results could
differ  from  those  estimates.

     When  impairment  indicators  are present, the Company reviews the carrying
value  of  its  long-lived  assets in determining the ultimate recoverability of
their  unamortized  values  using  future  undiscounted  cash  flow  analyses.

     Effective  January  1,  2002,  the  Company  adopted Statement of Financial
Accounting  Standards  ("SFAS")  No.  142, Goodwill and Other Intangible Assets.
SFAS  No.  142 requires that an intangible asset with a finite life be amortized
over  its  useful  life  and  that  goodwill  and  other  intangible assets with
indefinite  lives  not  be  amortized but evaluated for impairment.  The Company
concluded,  as  of March 31, 2003, that there was no impairment to goodwill and,
pursuant  to  SFAS  No.  142,  goodwill  is  no  longer  being  amortized.

     Management  does  not  believe  that  any  recently  issued,  but  not  yet
effective,  accounting  standards  if  currently  adopted  would have a material
effect  on  the  accompanying  consolidated  financial  statements.

     The  Company  measures  employee  stock-based  compensation  cost  using
Accounting  Principles  Board ("APB") Opinion No. 25 as is permitted by SFAS No.
123,  Accounting  for  Stock-Based  Compensation.

     Pro  forma  information  regarding  net  income and net income per share is
required by SFAS No. 123 and has been determined as if the Company had accounted
for  its stock options granted using the fair value method of SFAS No. 123.  The
fair  value  for  these  options  was  estimated  at the date of grant using the
Binomial  and  Black-Scholes  option  pricing  models  with  the  following
weighted-average  assumptions  for  the  years ended December 31, 2003 and 2002:
risk-free  interest  rates  of 2.3% to 3.58% and 4.9%, respectively; no dividend
yield;  volatility  factors of the expected market price of the Company's common
stock  of  131%  and 144%, respectively; and a weighted-average expected life of
the  options  of  9.0  years.


<PAGE>
For  purposes  of pro forma disclosures, the estimated fair value of the options
is  amortized  to  expense  over the options' vesting period.  The Company's pro
forma  information  is  as  follows:

<TABLE>
<CAPTION>

<S>                                     <C>         <C>
December 31,                                  2003        2002
                                              ----        -----

Net income - as reported                $1,628,000  $1,215,000

Deduct: Total stock-based employee
 compensation expense determined
 under fair-value-based method for all
 awards, net of related tax effect         256,000       3,000
                                        ----------  ----------
Net income - pro forma                  $1,372,000  $1,212,000
                                        ==========  ==========

Basic income per share - as reported    $      .60  $      .46
                                        ==========  ==========

Basic income per share - pro forma      $      .51  $      .46
                                        ==========  ==========

Diluted income per share - as reported  $      .55  $      .42
                                        ==========  ==========

Diluted income per share - pro forma    $      .46  $      .42
                                        ==========  ===========
</TABLE>


The  fair value of the Company's long-term obligations is estimated based on the
current  rates  offered to the Company for debt of similar terms and maturities.
Using  this  method,  the  Company's fair value of long-term obligations was not
significantly  different  from  the  stated value at December 31, 2003 and 2002.

Research and development costs are expensed when incurred.  The Company expensed
approximately  $987,000  and  $882,000  for  research and development during the
years  ended  December  31,  2003  and  2002,  respectively.  Such  expenses are
included  in  selling,  general  and  administrative  expenses.


  3.  INVENTORIES:
 ------------------

Inventories  consist  of  the  following:

<TABLE>
<CAPTION>

<S>               <C>         <C>
December 31,            2003        2002
                       -----        ----

Raw materials     $3,433,000  $3,665,000
Work-in-progress   3,202,000   3,020,000
Finished goods       442,000     424,000
                  ----------  ----------
                  $7,077,000  $7,109,000
                  ==========  ==========
</TABLE>


  4.  PROPERTY  AND  EQUIPMENT:
  -----------------------------

Property  and  equipment  consists  of:

<TABLE>
<CAPTION>


<S>                                        <C>         <C>
December 31,                                     2003        2002
                                                -----        ----
    Leasehold improvements                 $    4,000  $    4,000
Machinery and equipment                     1,194,000   1,175,000
Furniture and fixtures                        632,000     628,000
                                            ---------   ---------
                                            1,830,000   1,807,000
Accumulated depreciation and amortization   1,666,000   1,589,000
                                            ---------  ----------
                                           $  164,000  $  218,000
                                           ==========  ==========

</TABLE>

  5.  EXCESS  OF  COST  OVER  THE  FAIR  VALUE OF ASSETS ACQUIRED:
  ----------------------------------------------------------------

Effective January  1,  2002,  Orbit  adopted  SFAS  No. 142, Goodwill and Other
Intangible Assets.  SFAS  No.  142  requires that an intangible asset with a
finite life be amortized  over  its  useful  life and that goodwill and other
intangible assets with  indefinite  lives  not  be  amortized  but  evaluated
for impairment.  The Company  concluded,  as  of  March  31,  2003,  that there
was no impairment to goodwill  and,  pursuant to SFAS No. 142, goodwill is no
longer being amortized.


 6.  DEBT:
  -----------

     At  December  31,  2002, the Company had an outstanding balance of $766,000
due  to  an asset based lender. This amount was fully paid off by the Company in
2003.

In  February  2003,  the  Company  entered into a new $2,000,000
credit  facility  with  a  commercial  lender  secured  by  accounts receivable,
inventory and machinery and equipment.  The agreement will continue from year to
year,  unless  terminated sooner due to an event of default including compliance
with  financial  covenants.  The  agreement  was renewed in February 2004. Loans
under  the  facility  will  bear  interest  equal  to  the sum of 2.75% plus the
one-month  LIBOR  rate  (1.12%  and  1.382%  at  December  31,  2003  and  2002,
respectively).  No  amounts  have  been  borrowed  under  the  credit  facility.



<PAGE>
The  Company's  long-term  debt  obligations  are  as  follows:

December  31,                                                  2003        2002
                                                        -----      -----

Promissory  note  payable  to  the  sellers  of  a
discontinued apparel division through
December  2004                                        $132,000   $264,000

Note due to the estate of the former principal
officer, interest at prime (4.00% at  December
 31,  2003), payable  in monthly installments            6,000     59,000

Capitalized  lease  obligation  collateralized by
certain machinery, interest at 8.6%, payable in
monthly installments of $870 through 2007               41,000      51,000
                                                     ---------    --------

                                                       179,000     374,000
Less  current  portion                                 149,000     201,000
                                                     ---------    --------
                                                     $  30,000    $173,000
                                                     =========   =========
 Principal  payments  due  on  the  Company's long-term debt are as follows:

Year  ending  December  31,
     2004      $149,000
     2005        10,000
     2006        10,000
     2007        10,000
                -------
               $179,000
                =======


  7.  STOCK-BASED  COMPENSATION  PLANS:
  -------------------------------------

     The  Company  has  stock  option  plans  which  provide for the granting of
nonqualified  or  incentive  stock  options  to  officers,  key  employees  and
nonemployee  directors.  The  plans  authorize  the granting to officers and key
employees  options  to acquire up to 1,312,500 common shares.  Additionally, the
plans  authorize the granting to nonemployee directors of the Company options to
acquire  up  to  62,500  common  shares.  Each plan grants options at the market
value  of  the  Company's  stock  on  the  date  of such grant.  All options are
exercisable  at  times as determined by the board of directors, not to exceed 10
years  from  the  date  of  grant.

<PAGE>
------
The  following  table  summarizes  activity  in  stock  options:
----------------------------------------------------------------

December  31,                         2003                2002
-------------                        -----                ----

                                    Weighted-             Weighted-
                                     average               average
                                    Exercise              Exercise
                               Options     Price     Options     Price
                              -------      -----     ------     ------

Outstanding  at  beginning
 of  year                      865,000     $2.32     866,000     $2.31

Granted                        145,000     $5.50       3,000     $3.76

Forfeited                      (22,000)    $2.41          -        -

Exercised                     (116,000)    $1.37      (4,000)    $0.95
                              ---------   ------    --------     -----
Outstanding  at  end  of  year 872,000     $2.02     865,000     $2.32
                               =======               =======

Exercisable  at  end  of  year 695,000               801,000
                               =======               =======

Weighted-average  fair
 value  of  options  granted
 during  the  year                         $4.52                 $3.67
                                           -----                 -----

The  following  table summarizes information about stock options outstanding and
exercisable  at  December  31,  2003:

                     Options  Outstanding                Options  Exercisable
                     --------------------               ---------------------
                                Weighted-
                                 average      Weighted  Weighted-
                                Remaining     average    average
   Range  of         Number     Contractual   Exercise   Number      Exercise
Exercise  Prices   Outstanding     Life        Price   Exercisable    Price
----------------  -----------   ----------   --------  -----------  --------

$ .75  -  $1.34      148,000       7.00       $1.30     148,000       $1.30
$1.58  -  $1.94       81,000       3.00       $1.86      81,000       $1.86
$2.02  -  $3.00      466,000       3.00       $2.81     434,000       $2.84
$3.74  -  $7.20      177,000       9.00       $5.28      32,000       $5.28
---------------     ---------     -----       -----     -------       -----
$ .75  -  $7.20      872,000       5.00       $2.97     695,000       $2.47
================    ========     ======       ======   ========       =====

At  December  31,  2003, 365,000 shares of common stock were reserved for future
issuance  of  stock  options.

In  June 2003, the Company issued 62,500 warrants to its investment banker at an
exercise price of $4.83 per share. At December 31, 2003, 31,250 of such warrants
were  exercisable.

  8.  EMPLOYEE  BENEFIT  PLAN:
  ----------------------------

     A  profit-sharing  and  incentive-savings plan provides benefits to certain
employees  who  meet  specified  minimum  service and age requirements. The plan
provides for contributions by the Company equal to 1/2 of employee contributions
(but  not  more  than  2%  of  eligible  compensation)  and the Company may make
additional  contributions out of current or accumulated net earnings at the sole
discretion  of  the  Company's  board  of  directors.

     The  Company  contributed  approximately  $154,000 and $143,000 to the plan
during  the  years  ended  December  31,  2003  and  2002,  respectively.

  9.  INCOME  TAXES:
  ------------------
     For  the  years ended December 31, 2003 and 2002 , the Company utilized net
operating  loss  carryovers  and,  accordingly, recorded no provision for income
taxes.

     At  December  31, 2003 and 2002, the Company has an alternative minimum tax
credit  of approximately $564,000 with no limitation on the carryforward period.
The  Company  also  has  federal  and  state net operating loss carryforwards of
approximately  $24,600,000  and $10,300,000, respectively, at December 31, 2003.
The  net  operating  loss  carryforwards  expire  through  2021.


     During  the  year ended December 31, 2003, the Company's deferred tax asset
increased principally due to an income benefit relating to the exercise of stock
options  during  the  year and a reduction to its valuation allowance due to the
projected  increase  in  profitability  of  the  Company, therefore allowing the
Company  to  utilize  more  of  its  net  operating  loss  carryforwards.

The  components  of  the  net income tax benefit for the year ended December 31,
2003  consist  of:

Deferred:
  Federal          $  90,000
  State               10,000
                   ---------
Total  deferred     $100,000
                   =========

The  reconciliation  of  income  tax  computed  at  the  U.S.  federal and state
statutory  tax  rates  to  income  tax  expense  is  as  follows:

December  31,                             2003     2002
                                        ------    -----

Tax  at  U.S.  statutory  rates          34.0%     34.0%
State  taxes                              6.0
Exercise  of  stock  options             (9.0)
Utilization  of  net  operating
  loss  carryforward                    (22.0)    (34.0)
Reduction  in  valuation allowance      (16.0)
                                       -------    ------
                                         (7.0)%     -0-%
                                        ======    ======

<PAGE>
------
The  deferred  tax  asset  is  comprised  of  the  following:

December  31,                                           2003              2002
                                                 -----------    --------------

Alternative minimum tax credit carryforward     $     564,000   $      564,000

Net  operating  loss  and  capital  loss
 Carryforwards (including  pre-acquisition
 net  operating  loss carryforwards)                8,740,000        8,598,000

Temporary  differences  in  bases  of  assets  and
 liabilities:
  Accounts  receivable  and  inventory                336,000          336,000
  Goodwill                                            537,000          738,000
  Deferred  revenue                                   281,000          312,000
  Accrued  expenses                                   142,000          136,000
  Property  and  equipment                            (31,000)          10,000
                                                  ------------      ----------
                                                    1,265,000        1,532,000
                                                  -----------       ----------
Total  deferred  tax  asset                        10,569,000       10,694,000

Valuation  allowances                              (9,979,000)     (10,344,000)
                                                  ------------    ------------
Net  deferred  tax  asset                       $     590,000   $      350,000
                                                =============   ==============

  10.  SIGNIFICANT  CUSTOMERS  AND  CONCENTRATIONS  OF  CREDIT  RISK:
  -------------------------------------------------------------------

     Sales  to  significant customers accounted for approximately 74% (26%, 20%,
14%  and 14%) and 69% (34%, 23% and 12%) of the Company's consolidated net sales
for  the  years  ended  December  31,  2003  and  2002,  respectively.

     Significant  customers  of  the Company's Electronics Segment accounted for
approximately  90%  (24%,  24%,  21%  and 21%) and 83% (52%, 16% and 15%) of the
Electronics  Segment's net sales for the years ended December 31, 2003 and 2002,
respectively.

     Significant  customers  of  the Company's Power Units Segment accounted for
approximately  46%  (28% and 18%) of the Power Units Segment's net sales for the
year  ended  December  31,  2003.  One  significant  customer  accounted  for
approximately  37%  of  the  Power  Units Segment's net sales for the year ended
December  31,  2002.

     Certain significant customers of the Company sell the Company's products to
the  U.S.  government.  Accordingly,  a  substantial portion of the net sales is
subject  to  audit  by  agencies  of  the  U.S.  government.  In  the opinion of
management,  adjustments  to  such  net  sales, if any, will not have a material
effect  on  the  Company's  financial  position  or  results  of  operations.

     Financial  instruments  which  potentially  subject  the  Company  to
concentrations  of credit risk consist principally of cash and trade receivables
from its customers. The Company performs credit evaluations on its customers and
collateral  is  generally  not  required.  Credit losses are provided for in the
consolidated  financial  statements during the period in which an impairment has
been  determined.  At  times, cash at financial institutions may be in excess of
FDIC  insurance  limits.


  11.  LEASING  ARRANGEMENTS:
  -----------------------------

     The  Company  entered  into  a  sale-leaseback of its operating facility in
2001.  The  initial  term  of  the  operating  lease  expires in 2013 and may be
extended  by  the  Company  at  its  option  through  February 2025. The Company
recorded  a deferred gain on the sale which is being recognized over the initial
term  of  the  lease.  Additional  operating  leases  are for a sales office and
vehicles. The Company also has a capital lease obligation for equipment acquired
in  2002.

   Future minimum lease payments as of December 31,
2003 under operating and capital lease agreements that have initial or remaining
noncancelable  lease  terms  in  excess  of  one  year  are  as  follows:

Year  ending  December  31,
     2004                                     $450,000
     2005                                      414,000
     2006                                      414,000
     2007                                      439,000
     2008                                      436,000
     Thereafter                              1,945,000
                                            ----------
Total  future  minimum  lease  payments     $4,098,000
                                            ==========

Rent  expense  for  operating leases was approximately $378,000 and $381,000 for
the  years  ended  December  31,  2003  and  2002,  respectively.


  12.  COMMITMENTS   AND  CONTINGENCIES:
----------------------------------------

The Company has employment agreements
with  its  three  executive officers which may be terminated by the Company with
not  less  than three years' prior notice and with two other principal officers,
for  aggregate  annual  compensation of $1,262,000.  In the event of a change in
control  of  the  Company,  the  executive  officers  have  the right to elect a
lump-sum  payment  representing  future compensation due them over the remaining
years  of  their  agreements.  In  addition,  the  five officers are entitled to
bonuses based on a percentage of earnings before taxes, as defined.  Total bonus
compensation  expense was approximately $185,000 and $94,000 for the years ended
December  31,  2003  and  2002,  respectively.

The  Company  is a party to lawsuits arising primarily in the ordinary course of
business.  Management  is  of  the  opinion  that  the ultimate outcome of these
matters  would  not  have  a  material  impact  on the financial position of the
Company  or  the  results  of  its  operations.

  13.   BUSINESS  SEGMENTS:
  --------------------------

     The  Company  operates  through  two  business  segments.  Its  Electronics
Segment,  through  the  Orbit  Instrument  Division,  is  engaged in the design,
manufacture  and  sale  of customized electronic components and subsystems.  Its
Power  Units  Segment,  through  the  Behlman  Electronics,  Inc. subsidiary, is
engaged  in the design, manufacture and sale of distortion-free commercial power
units,  power  conversion  devices  and  electronic  devices for measurement and
display.

     The  Company's  reportable  segments  are business
units that offer different products.  The Company's reportable segments are each
managed  separately  as  they  manufacture and distribute distinct products with
different  production  processes.

The  following  is  the Company's business segment information as of and for the
years  ended  December  31,  2003  and  2002:

Year  ended  December  31,                 2003                  2002
-------------------------                 ------                -----

Net  sales:

Electronics:
  Domestic                           $  9,701,000          $10,677,000
  Foreign                                  16,000                    -
                                     ------------         ------------
Total  Electronics                      9,717,000           10,677,000

Power  Units:
  Domestic                              6,786,000            5,652,000
  Foreign                                 636,000              366,000
                                     ------------         ------------
Total  Power  Units                     7,422,000            6,018,000
                                      -----------         ------------
Total  net  sales                     $17,139,000          $16,695,000
                                      ===========         ============

                                                                     (continued)

<PAGE>
------
December  31,                              2003                  2002
                                         ------                 -----

Income  from  operations:
  Electronics                       $  2,052,000           $  2,021,000
  Power  Units                           546,000                 19,000
  General  corporate  expenses
    not  allocated                    (1,094,000)              (821,000)
  Depreciation  and  amortization        (77,000)               (73,000)
  Interest  expense                       (9,000)               (74,000)
  Investment  and  other  income,  net   110,000                143,000
                                     -----------            -----------
  Income  from  operations
   before  income  taxes            $  1,528,000           $  1,215,000
                                    ============           ============

Assets:
  Electronics                       $  5,511,000           $  4,342,000
  Power  Units                         4,503,000              4,494,000
General  corporate  assets
    not  allocated                     3,179,000              4,096,000
                                    ------------           ------------
  TOTAL  ASSETS                      $13,193,000            $12,932,000
                                     ===========            ===========

  14.  INCOME  PER  COMMON  SHARE:
  ---------------------------------

     The  following table sets forth the computation of basic and diluted income
per  common  share:

    Year  ended  December  31,                         2003          2002
    -------------------------                          ----          ----

Denominator:
  Denominator  for  basic  income  per
   share  -  weighted-average  common  shares     2,716,000     2,638,000
                                                  ---------     ---------

Effect  of  dilutive  securities:
  Employee  and  director  stock  options           251,000       224,000
  Warrants                                            3,000             -
                                                  --------     ----------
Dilutive  potential  common  shares                 254,000       224,000
                                                  ---------    ----------

Denominator  for  diluted  income
 per  share  -  weighted-average
 common shares  and  assumed
 conversions                                      2,970,000     2,862,000
                                                  =========     ==========

The  numerator  for  basic  and  diluted  income  per  share for the years ended
December  31,  2003  and  2002  is  the  net  income  for  each  year.

Options  to  purchase 128,332 and 32,699 shares of common stock were outstanding
during  the  years  ended December 31, 2003 and 2002, respectively, but were not
included  in  the  computation  of  earnings  per  share. The inclusion of these
options  would  have been antidilutive due to the options' exercise prices being
greater  than the average market price of the Company's common shares during the
respective  periods.

<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,  thereto  duly  authorized.

     ORBIT  INTERNATIONAL  CORP.


Dated:  March  29,  2004                    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     President, Chief Executive Officer
--------------------     and Director
Dennis  Sunshine        (Principal  Executive  Officer)         March  29, 2004

/s/ Mitchell Binder     Vice President-Finance, Chief
--------------------    Financial Officer, Treasurer
Mitchell Binder         and Director                            March  29, 2004
                        (Principal  Financial  Officer)

/s/  Bruce  Reissman     Executive Vice President,
---------------------    Chief Operating Officer
Bruce Reissman           and Director                           March  29, 2004

/s/  David  Goldman
--------------------
David  Goldman           Controller                             March  29, 2004

/s/  MarkTublisky
------------------
Mark  Tublisky           Secretary                              March  29, 2004

 /s/  John  Molloy
------------------
John  Molloy             Director                               March  29, 2004

/s/  Bernard  Karcinell
------------------------
Bernard  Karcinell       Director                               March  29, 2004

/s/  Denis  Feldman
--------------------
Denis  Feldman           Director                               March  29, 2004

/s/  Lee  Feinberg
-------------------
Lee  Feinberg            Director                               March  29, 2004

<PAGE>

                                  EXHIBIT INDEX

Exhibit  No.     Description  of  Exhibit
-----------      ------------------------

     3  (a)     Composite  of  Certificate  of  Incorporation,  as  amended.

     14         Code  of Ethics between the Company and its Chief Executive
                Officer, Chief  Financial  Officer  and  Chief  Accounting
                Officer.

     23         Consent  of  Goldstein  Golub  Kessler  LLP.

     31  (a)    Certification  of  the Chief Executive Officer required by
                Rule 13a-14(a) or Rule  15d-14(a)  and  18  U.S.C.  1350.

     31  (b)    Certification  of  the Chief Financial Officer required by
                Rule 13a-14(a) or Rule  15d-14(a)  and  18  U.S.C.  1350.

     32  (a)    Certification  of  the Chief Executive Officer required by
                Rule 13a-14(a) or Rule  15d-14(a)  and  18  U.S.C.  1350.

     32  (b)    Certification  of  the Chief Financial Officer required by
                Rule 13a-14(a) or Rule  15d-14(a)  and  18  U.S.C.  1350.