SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

Form 10-K/A  No. 1


   XX  	Annual Report Pursuant to Section 13 or 15(d) of the 
Securities and Exchange Act of 1934 for the fiscal year 
ended December 31, 1996. [No Fee Required]

or

         	Transition report pursuant to Section 13 of 15(d) of the 
Securities Exchange Act of 1934 for transition period from         
to         . [No Fee Required]

Commission File No. 0-3936

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

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

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

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

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

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

Title of Each Class

Common Stock, $.10 par value per share

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

			Yes    X   				No ______





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

Aggregate market value of Registrant's voting stock held by non-
affiliates (based on shares held and the closing price quoted on 
the Nasdaq National Market on March 19, 1997): $15,465,000

Number of shares of common stock outstanding as of the close of 
the period covered by this report: 6,186,093.

Documents incorporated by reference: the Registrant's definitive 
proxy statement to be filed pursuant to regulation 14A promulgated 
under the Securities Exchange Act of 1934 in connection with the 
Registrant's 1996 Annual Meeting of Stockholders, the Registrant's 
Annual Report on Form 10-K for the fiscal year ended December 31, 
1995, the Registrant's Current Report on Form 8-K filed February 
7, 1996 and the Registrant's Current Report on Form 8-K/A filed 
July 8, 1996.

Sections amended by this Form 10K/A:  Item 8, Financial Statements 
and Supplementary Data, as amended to revise Note B.



Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

The following sets forth certain selected, unaudited quarterly financial data:
<TABLE>
<CAPTION>

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
QUARTERLY FINANCIAL DATA
(Consolidated)

Year Ended
December 31, 1996   
<S>
First  
Quarter
<C>
Second 
Quarter
<C>
Third 
Quarter
<C>
Fourth 
Quarter
<C>

Net Sales
$2,881,000
$4,889,000
$4,798,000

$4,403,000

Gross Profit
1,102,000
2,292,000
2,150,000

2,066,000

Income from continuing 
operations

771,000

1,068,000

741,000

731,000


(Loss) from discontinued 
operations


(1,541,000)


(6,460,000)


0


(799,000)


Net income (loss)

(770,000)

(5,392,000)

741,000

(68,000)


Income per share from 
continuing operations


0.14


0.18


0.12


0.11


(Loss) per share from 
discontinued operations


(0.28)


(1.07)


 (0.12)



Net income (loss) per 
share (fully diluted)


(0.14)


(0.89)


0.12


(0.01)

</TABLE>


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

Net Sales
$4,106,000
$4,069,000
$1,851,000
$1,737,000


Gross Profit

1,817,000

1,402,000

542,000

1,473,000


Income (loss) from 
continuing operations


1,786,000


920,000


(401,000)


186,000


(Loss) from discontinued 
operations


(2,099,000)


(3,053,000)


(14,887,000)


(4,705,000)


Net (loss)

(313,000)

(2,133,000)

(15,288,000)

(4,519,000)


Income (loss) per share 
from continuing 
operations

 

0.30

 

0.16



( 0.07)



0.03



(Loss) per share from 
discontinued operations




0.36)



(0.52)



(2.53)



(0.80)

Net (loss) per share 
(0.05)
(0.36)
(2.60)
(0.77)







	
</TABLE>




SIGNATURES

	Pursuant to the requirement of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunder duly authorized.

			ORBIT INTERNATIONAL CORP.


Dated: April 25, 1997 				By: /s/ Dennis Sunshine
	 Dennis Sunshine, President and Chief 
Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

Signature
Title
Date

 /s/ Dennis Sunshine	
Dennis Sunshine 

President, Chief Executive 
Officer and Director
April 25, 1997

 /s/ Mitchell Binder	
Mitchell Binder

 
Vice President-Finance, 
Chief Financial Officer 
and Director
April 25, 1997

 /s/ Bruce Reissman	
Bruce Reissman


Executive Vice President, 
Chief Operating Officer 
and Director
April 25, 1997

 /s/ Harlan Sylvan	
Harlan Sylvan

Treasurer,
Secretary and Controller
April 25, 1997

 /s/ Nathan A. Greenberg	
Nathan A. Greenberg

Director
April 25, 1997

 /s/ John Molloy	
John Molloy

Director
April 25, 1997

 /s/ Stanley Morris	
Stanley Morris

Director
April 25, 1997





FORM 10-K/A - ITEM 14(a)(1) & (2)

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE




	REPORTS OF INDEPENDENT  AUDITORS

	CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1996 AND 1995

	CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE 
	YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
	
	CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
	EQUITY FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 
	YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 
	

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


THE FOLLOWING FINANCIAL STATEMENT SCHEDULE IS INCLUDED IN ITEM 14(d):


		II - VALUATION AND QUALIFYING ACCOUNTS


All other schedules for which provision is made in the applicable accounting 
regulation of the Securities and Exchange Commission are not required under the 
related instructions or are inapplicable and therefore have been omitted.


















F-1







REPORT OF INDEPENDENT AUDITORS



Stockholders and Board of Directors
Orbit International Corp.


We have audited the accompanying consolidated balance sheet of Orbit 
International Corp. and subsidiaries as of December 31, 1996 and the related 
consolidated statements of operations, changes in stockholders' equity, and 
cash flows for the year then ended.  Our audit also included the financial 
statement schedule listed in the Index at Item 14(a) for the year ended 
December 31, 1996.  These consolidated financial statements and schedule are 
the responsibility of the Company's management.  Our responsibility is to 
express an opinion on these consolidated financial statements and schedule 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards.  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 audit provides a reasonable basis 
for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the consolidated financial position of Orbit 
International Corp. and subsidiaries at December 31, 1996 and the consolidated 
results of their operations and their cash flows for the year then ended, in 
conformity with generally accepted accounting principles.  Also, in our 
opinion, the related financial statement schedule, when considered in relation 
to the basic consolidated financial statements as a whole, presents fairly in 
all material respects the information set forth therein for the year ended 
December 31, 1996.

We also audited the adjustments described in Note B that were applied to 
restate the 1995 and 1994 consolidated financial statements.  In our opinion, 
such adjustments are appropriate and have been properly applied.


                                              Ernst & Young LLP


New York, New York
March 12, 1997

F-2




REPORT OF INDEPENDENT AUDITORS



Board of Directors and Stockholders
Orbit International Corp.
Hauppauge, New York

	We have audited the accompanying consolidated balance sheet of Orbit 
International Corp. and subsidiaries as at December 31, 1995 and the related 
consolidated statements of operations, changes in stockholders' equity, cash 
flows and Schedule II, for the years ended December 31, 1995 and December 31, 
1994 prior to their restatement for the adjustments described in Note B to the 
1996 consolidated financial statements.  These financial statements are the 
responsibility of the Company's management.  Our responsibility is to express 
an opinion on these financial statements based on our audits.

	We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatements.  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 financial statements described above present fairly, 
in all material respects, the consolidated financial position of Orbit 
International Corp. and subsidiaries at December 31, 1995 and the consolidated 
results of their operations and their consolidated cash flows for the years 
ended December 31, 1995 and December 31, 1994 prior to their restatement for 
the adjustments described in Note B to the 1996 consolidated financial 
statements in conformity with generally accepted accounting principles.  
Further, it is our opinion that the schedule referred to above presents fairly, 
in all material respects the information set forth therein, in compliance with 
the applicable accounting regulation of the Securities and Exchange Commission.

Richard A. Eisner & Company, LLP


New York, New York
March 21, 1996    







F-3

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


										  December 31,
                                               1996            1995
                                             
ASSETS
	     

Current assets:

 Cash and cash equivalents..............     $   927,000     $ 2,274,000
 Investments in marketable securities...         782,000       7,495,000  
 Accounts receivable (less allowance for
  doubtful accounts of $150,000 (1996)  
  and $1,576,000 (1995))................       3,114,000		854,000
 Inventories............................	  6,657,000      13,124,000
 Restricted investments, related to
  discontinued operations...............       2,453,000
 Assets held for sale, net..............	    712,000		 	 
 Other current assets...................         246,000       1,669,000

   Total current assets................. 	 14,891,000	  25,416,000
		
Property, plant and equipment - at cost
 less accumulated depreciation and 
 amortization...........................       2,347,000       3,069,000
Excess of cost over the fair value of
 assets acquired (less accumulated
 amortization of $85,000 (1996) and
 $252,000 (1995)........................	  1,019,000         834,000 
Restricted investments in marketable
 securities.............................                       7,567,000
Investments in marketable securities....       1,150,000         795,000
Other assets............................         524,000	 	347,000


TOTAL ASSETS............................     $19,931,000     $38,028,000  











 See accompanying notes.


F-4

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
  (continued)

 									         December 31,
                                                  1996            1995
                                              
LIABILITIES AND STOCKHOLDERS' EQUITY
		       
            
Current liabilities:

 Current portion of long-term obligations..	 $ 1,656,000    $ 2,292,000
 Accounts payable..........................       940,000      3,860,000
 Accrued expenses..........................     2,545,000      4,090,000
 Notes payable.............................		 65,000
 Accounts payable, accrued expenses and
  reserves for discontinued operations.....     2,636,000
 Due to factor.............................	     852,000	  15,294,000	
	
   Total current liabilities...............     8,694,000     25,536,000

Long-term obligations, less current
 portion...................................     4,352,000      1,097,000
Accounts payable, accrued expenses and
 reserves for discontinued operations,
 less current portion......................     1,424,000
Other liabilities..........................       315,000 	   2,077,000
   Total liabilities.......................    14,785,000     28,710,000

Commitments and contingencies


STOCKHOLDERS' EQUITY
		  

Common stock - $.10 par value..............       907,000        877,000
Additional paid-in capital.................    23,518,000     23,285,000
Accumulated deficit........................    (9,515,000)	  (4,026,000)
Less treasury stock, at cost...............    (9,588,000)    (9,588,000)
Less deferred compensation.................      (174,000)	
Less cumulative translation adjustment.....				  (1,230,000)
Less unrealized loss on marketable
 securities................................	      (2,000)	  		  	
  Total stockholders' equity...............     5,146,000      9,318,000 

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY.   $19,931,000    $38,028,000 



See accompanying notes.


F-5



ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
					    				Year Ended December 31,	
                        	       						                   
								1996	        	1995	      	1994	
<S>                                 <C>            <C>           <C>		
Net sales.......................... $16,971,000	 $11,763,000  	$12,254,000
					 
Cost of sales......................   9,361,000      6,529,000     7,078,000
	
Gross profit.......................   7,610,000      5,234,000     5,176,000   
  		  	
Selling, general and	
 administrative expenses...........   5,501,000      5,274,000     4,489,000
Interest expense...................     118,000        236,000       323,000
Investment and other (income)......  (1,320,000)    (2,614,000)    ( 734,000)
 
Income from continuing operations
 before income taxes...............   3,311,000	   2,338,000	  1,098,000

Tax (benefit)......................    		         (153,000)	 	       .

Income from continuing
operations.........................   3,311,000	   2,491,000	  1,098,000

Discontinued operations:
  (Loss) from operations...........  (4,200,000)	 (24,744,000)  (18,093,000)

  (Loss) from disposal.............  (4,600,000)		         	            .

NET (LOSS)......................... $(5,489,000) 	$(22,253,000) $(16,995,000)


Income (loss) per share:
 
Income from continuing operations:	
   Primary.........................     $   .53        $   .42       $   .18
   Fully diluted...................         .50            .42           .18

(Loss) from discontinued operations:
   Primary.........................       (1.42)         (4.20)        (2.93)
   Fully diluted...................       (1.32)         (4.20)        (2.93)
 
NET (LOSS):
   Primary.........................       ( .89)         (3.78)        (2.75)
   Fully diluted...................       ( .82)         (3.78)        (2.75)

</TABLE>

See accompanying notes.

F-6







ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES










CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY










<TABLE>
<CAPTION>













  Common Stock











25,000,000 Shares










  Authorized  


      Treasury Stock   


Unrealized



Number of

Additional
Retained
Number


Cumulative
loss on



Shares

Paid-in
Earnings 
of 

Deferred
Translation
Marketable



Issued
Amount
Capital
(Deficit)
Shares
Amount
Compensation
Adjustment
Securities
Total

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

Balance - December 31, 1993 . . . . . . . . .
  11,723,000 
 $ 1,172,000 
 $32,710,000 
 $ 35,222,000 
  (5,316,000)
 $ (18,106,000)
 $ (442,000)
 $ (930,000)
   $      -   
 $   49,626,000 

Purchase of treasury stock . . . . . . . . . . . .




     (480,000)
      (1,480,000)



      (1,480,000)

Deferred compensation earned. . . . . . . . . .






     294,000 


           294,000 

Compensation attributable to stock options


        231,000 






           231,000 

Foreign currency translation adjustment. .







    (413,000)

         (413,000)

Retirement of treasury shares . . . . . . . . . 
  (2,952,000)
      (295,000)
    (9,771,000)

    2,952,000 
      10,066,000 

















Net (loss). . . . . . . . . . . . . . . . . . . . . . . . . .
                    .   
                    .
                      .           
  (16,995,000)
                       .
                          .
                    .      
                  .
                     .       
    (16,995,000)













Balance - December 31, 1994 . . . . . . . . .
    8,771,000 
       877,000 
   23,170,000 
    18,227,000 
  (2,844,000)
      (9,520,000)
    (148,000)
 (1,343,000)
-   
      31,263,000 

Purchase of treasury stock . . . . . . . . . . .




       (41,000)
           (68,000)



           (68,000)

Deferred compensation earned. . . . . . . . . .






     148,000 


           148,000 

Compensation attributable to stock options


        115,000 






           115,000 

Foreign currency translation adjustment. .







      113,000 

           113,000 

Net (loss). . . . . . . . . . . . . . . . . . . . . . . . . .
                    .   
                    .
                      .           
  (22,253,000)
                       .
                          .
                    .      
                  .
                     .       
    (22,253,000)













Balance - December 31, 1995 . . . . . . . . .
    8,771,000 
       877,000 
   23,285,000 
    (4,026,000)
  (2,885,000)
      (9,588,000)
-   
 (1,230,000)
-   
        9,318,000 

Issuance of compensatory stock . . . . . . . 
       300,000 
         30,000 
        233,000 



    (233,000)


             30,000 

Deferred compensation earned. . . . . . . . . .






       59,000 


             59,000 

Write-off of foreign currency translation











  adjustment, included in discontinued











  operations . . . . . . . . . . . . . . . . . . . . . . . .







   1,230,000 

        1,230,000 

Marketable securities valuation adjustment








        (2,000)
             (2,000)

Net (loss). . . . . . . . . . . . . . . . . . . . . . . . . .
                    .
                    .
                      .
    (5,489,000)
                      .
                        .
                    .
                  .
                     .
      (5,489,000)














Balance - December 31, 1996

     9,071,000


 $    907,000 

 $23,518,000 

 $ (9,515,000)

  (2,885,000)
 
$   (9,588,000)

 $ (174,000)

  $       -      .   

 $     (2,000)
 
$     5,146,000 






























 See accompanying notes. 

              F - 7






</TABLE>







ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>




<CAPTION>





Year Ended December 31,




<S>
1996
<C>
1995
<C>
1994
<C>

Cash flows from operating activities:




  Net (loss)........................................................................................................
 $      (5,489,000)
 $  (22,253,000)
 $  (16,995,000)

  Adjustments to reconcile net (loss) to net cash provided  by (used  in)




    operating activities:




    Inventory reserves.........................................................................................

4,500,000


    Deferred compensation.................................................................................

801,000


    Provision for doubtful accounts.....................................................................

798,000
(85,000)

    Depreciation and amortization.......................................................................
122,000
398,000
521,000

    Write-off of intangible assets........................................................................

9,780,000


    Amortization and write-off of goodwill............................................................
919,000
58,000
671,000

    Write-down of investment in affiliate.............................................................


13,987,000

    Deferred tax (benefit)....................................................................................


(2,115,000)

    Compensatory issuance of stock and options...............................................
59,000
262,000
525,000

    Gain on sales of marketable securities.........................................................
 
(173,000)


    Change in value of marketable securities......................................................

(222,000)
(222,000)

    Imputed interest on acquisition note..............................................................

213,000 
274,000 

    Purchases of marketable securities .............................................................
 
(24,229,000)
(24,594,000)

    Proceeds of sales of marketable securities...................................................
 
25,710,000 
22,122,000 

    Gain on sale of fixed assets..........................................................................

(79,000)


    Write-off of fixed assets................................................................................

144,000 


    Write-off of foreign currency translation.......................................................
1,230,000



    (Loss) on disposal of discontinued operations..............................................
4,600,000



    Changes in operating assets and liabilities, excluding effect of acquisitions:




     Accounts receivable.....................................................................................
(2,992,000)
3,729,000 
(192,000)

      Inventories...................................................................................................
914,000
3,465,000 
(6,036,000)

      Prepaid and refundable taxes......................................................................


168,000 

      Other current assets...................................................................................
985,000
(4,000)
641,000 

      Other assets...............................................................................................
(268,000)
           
        

      Accounts payable........................................................................................
655,000
165,000 
(784,000)

      Accrued expenses......................................................................................
(395,000)
1,881,000 
(1,597,000)

      Income taxes payable..................................................................................
 
(245,000)
188,000 

      Assets held for sale....................................................................................
 1,473,000

                   

      Other long term liabilities.............................................................................
       3,000
                .
                   .

        Net cash provided by (used in) operating activities...................................
1,816,000
4,699,000 
(13,523,000) 

Cash flows from investing activities:




 Purchases of marketable securities.................................................................
(17,765,000)



 Proceeds of sales of marketable securities......................................................
29,237,000 



 Purchase of fixed assets..................................................................................
(170,000)
(455,000)
(611,000)

 Purchase of net assets of acquired companies...............................................
(3,779,000)



 Proceeds on sale of fixed assets.....................................................................

216,000 
479,000 

 Acquisition costs related to purchase of businesses.......................................
                . 
              .         
  (27,000)

       Net cash provided by (used in) investing activities.....................................
7,523,000 
(239,000)
(159,000)











(continued)




</TABLE>





F - 8





ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS




(continued)




<TABLE>
<CAPTION>





Year Ended December 31,




<S>
1996
<C>
1995
<C>
1994
<C>

Cash flows from financing activities:




 Repayments of debt.........................................................................................
(1,956,000)
(7,079,000)
(5,746,000)

 Proceeds of debt..............................................................................................
2,482,000 
395,000 
5,214,000 

 Increase (decrease) in due to factor.................................................................
(11,242,000)
3,754,000 
11,086,000 

 Purchase of treasury stock..............................................................................

(68,000)
(1,480,000)

 Proceeds from issuance of performance shares.............................................
       30,000 
                  .    
                .

       Net cash (used in) provided by financing activities....................................
(10,686,000)
(2,998,000)
9,074,000 

Effect of exchange rate changes on cash.........................................................
                                 -       .   
       (3,000)
  (24,000)






NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS........
(1,347,000)
1,459,000 
(4,632,000)

Cash and cash equivalents - beginning of year.................................................
2,274,000 
   815,000
5,447,000 







CASH AND CASH EQUIVALENTS - END OF YEAR.....................................

$927,000 

$2,274,000 

$815,000 








</TABLE>

Supplemental disclosures of cash flow information:

                                                 Year Ended December 31,

                                            1996          1995         1994
     Cash paid for:
       Interest....................... $1,806,000   $ 2,994,000    $ 1,392,000
       Income taxes (net of refunds
        of $115,000 (1995) and 
        $444,000, (1994) respectively) $     -      $   (85,000)   $  (268,000)


   












See accompanying notes.

F-9

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
December 31, 1996


(NOTE A) - Organization, Business and Summary of Significant Accounting 
Policies:

	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 is engaged in the design, manufacture and sale of customized 
electronic components and subsystems, distortion free commercial power units, 
power conversion devices and electronic devices for measurement and display.  
The Company discontinued its operations (see Note B) in the apparel business in 
1996.
 
Summary of Significant Accounting Policies

	Cash Equivalents

	For purposes of the statement of cash flows, the Company considers all 
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.

	Inventories

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

	Property, Plant and Equipment

	Property, plant and equipment is stated at cost.  Depreciation and 
amortization of the respective assets are computed using the straight-line 
method over their estimated useful lives ranging from 8 years to 40 years.  
Leasehold improvements are amortized using the straight-line method over the 
remaining life of the lease or the life of the improvement, whichever is less.

	Intangible Assets

	Excess of cost over the fair value of net assets acquired is being 
amortized on a straight-line basis over fifteen years.




(continued)

F-10
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

(NOTE A) - Organization, Business and Summary of Significant Accounting 
Policies: (continued)

	Investments

	The Company classifies its investments as held-to-maturity, available for 
sale, or trading.  The Company classified all of its securities as trading 
securities until December 30, 1995 when it transferred all of its securities 
from trading securities to available-for-sale securities.  

	Available-for-sale securities are carried at fair value, with the 
unrealized gains and losses, net of tax, reported in a separate component of 
stockholders' equity.  The amortized cost of debt securities in this category is
adjusted for amortization of premiums and accretions of discounts to maturity. 
Realized gains and losses and declines in value judged to be other than 
temporary on available-for-sale securities are included in investment income.  
The cost of securities sold is based on the specific identification method.  
Interest and dividends on securities are included in investment income.

	Revenue Recognition	

	The Company records sales upon delivery for manufacturing contracts and 
upon completion of performance under certain engineering contracts.

	Income (Loss) Per Share

	Income (loss) per share is based on the weighted average number of common 
and common equivalent shares outstanding during each period, utilizing the 
treasury stock method or modified treasury stock method where applicable.  The 
average number of shares and equivalent shares outstanding for the year ended 
December 31, 1996 was 6,688,000 for continuing operations. The average number of
shares and equivalent shares outstanding for the year ended December 31, 1995 
and December 31, 1994 were 5,886,000 and 6,169,000, respectively for continuing 
operations.

	Foreign Currency

	Assets and liabilities of the Company's discontinued Canadian operations 
are translated at the foreign currency exchange rate in effect at the balance 
sheet date.  Results of operations are translated using weighted average 
exchange rates during the period.  Stockholders' equity accounts are translated 
at historical exchange rates.  Prior to the discontinuance of the operations, 
the accumulated gains and losses resulting from the translation of foreign 
currency financial statements were included in a separate component of 
stockholders' equity.

	Foreign currency translation adjustments have been written-off as part of 
the loss on disposal of discontinued operations during the year ended December 
31, 1996.
(continued)
F-11

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS


(NOTE A) - Organization, Business and Summary of Significant Accounting 
Policies: (continued)

	Accounting Estimates

	The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the financial statements and accompany notes.  Actual 
results could differ from those estimates.
	
	Long-Lived Assets
	
	The Company adopted the provisions of Statement of Financial Accounting 
Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and 
for Long-Lived Assets to be Disposed Of" ("SFAS 121").  The statement requires 
impairment losses to be recorded on long-lived assets used in operations when 
indicators of impairment are present and the undiscounted cash flows estimated 
to be generated by those assets are less then the assets' carrying amount. SFAS 
121 also addresses the accounting for long-lived assets that are expected to be 
disposed of.  This standard specifies when assets should be reviewed for 
impairment, how to determine if an asset is impaired, how to measure an 
impairment loss, and what disclosures are necessary in the financial statements.

	Stock Based Compensation:

	The Company has elected to follow Accounting Principles Board Opinion No. 
25, "Accounting for Stock Issued to Employees" ("APB 25") and related 
Interpretations in accounting for its stock options.	

	Fair Value of Financial Instruments

	The book values of cash and cash equivalents, accounts receivable, accounts 
payable, and accrued liabilities approximate their fair values principally 
because of the short-term maturities of these instruments.  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.  Under this 
method, the Company's fair value of long-term obligations was not significantly 
different than the stated value at December 31, 1996 and 1995.








(continued)

F-12
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

(NOTE B) - Discontinued Operations:

	On August 6, 1996, the Board of Directors of the Company adopted a plan to 
dispose of its U.S. and Canadian apparel operations. The Company estimated the 
loss on the discontinuance to be approximately $8,800,000, including 
approximately $4,200,000 of operating losses and approximately $4,600,000 of 
estimated losses on the disposal of the operations.  Such estimated losses 
include a $1,456,000 write-off of cumulative translation adjustments, $1,333,000
pursuant to certain operating lease agreements and $1,300,000 resulting from the
write-down of assets to net realizable value.

	The U.S. apparel operations consisted of the design, importation and 
manufacture of women's active-wear and outerwear, principally under the 
East/West label, through the Company's East/West division and East End Apparel 
Group, Ltd. subsidiary.  In the fourth quarter of 1996, the Company entered into
a three-year license agreement with a third party pursuant to which the Company 
granted the right to manufacture and sell ladies apparel under the "East/West" 
trademark in the U.S. and Canada.  The Company has otherwise ceased operations 
of the East/West division.  During the fourth quarter of 1996, the Company 
commenced discussions with the Company's factor to convert the amounts due to 
the factor from the Company's discontinued U.S. apparel operations to a term 
loan from the Company.  The new term loan is expected to commence on May 1, 1997
at which time the factor expects to complete its collection of all outstanding 
accounts receivable.  Under the terms of the new lending arrangement, 
amortization of the loan would be based on a 60 month repayment period with 
payments due on a monthly basis for 35 months and a final payment of 
approximately $1,493,000 due April 1, 2000.  The loan would have an interest 
rate of prime rate plus 1%.  In accordance with FASB No. 6 and management's 
intent to refinance this obligation on a long-term basis, a substantial portion 
of the short term amounts due to the factor have been classified as non-current 
(See Note G).

	Pursuant to the Company's plans to dispose of its U.S. and Canadian apparel 
operations, it recorded an impairment loss of $793,000 in 1996.  In 1995, 
management determined that intangible assets relating to its East/West division 
were impaired and accordingly recorded a write down of $13,216,000.

	The Canadian apparel operations have been operated through the Company's 
three wholly-owned subsidiaries in Canada; Canada Classique ("Classique"), 
Winnipeg Leather (1991) Inc. ("Winnipeg Leather") and Symax Garment Co. (1993) 
Ltd. ("Symax"). On March 12, 1997, the Company commenced bankruptcy proceedings
against Classique, which manufactured and sold branded and private label men's, 
women's and children's outerwear in Winnipeg, Canada and Winnipeg Leather, which
manufactured and sold women's garments under private labels in Winnipeg, Canada.
Classique and Winnipeg Leather are now in Bankruptcy and Orbit has appointed a 
receiver and manager for the purpose of liquidating their assets; the Company is
currently seeking buyers.  On March 7, 1997, substantially all of the assets of 
Symax, which manufactured and sold private label men's outerwear in Vancouver, 
British Columbia, Canada, were sold to a third-party.
(continued)
F-13

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS

(NOTE B) - Discontinued Operations: (continued)

	

	In July 1988 the Company, through USA Classic ("Classic"), a wholly-owned 
subsidiary, acquired all of the outstanding stock of U.S. Apparel, Inc.  In 
November 1992, Classic completed an initial public offering (the "Offering") of 
3,105,000 shares of its common stock, thereby reducing the Company's ownership 
to approximately 43%.  Classic designed, manufactured and marketed men's, 
women's and children's active-wear, sportswear and outerwear until it, and its 
subsidiaries, filed petitions under Chapter 11 of the United States Bankruptcy 
Code in 1994.  The Company recorded a non cash charge related to such bankruptcy
of $13,987,000, which includes its 43% equity interest in Classic, subordinated 
debt owing by Classic to the Company of approximately $2,400,000 and 
approximately $2,500,000 of related costs (see Note M (2)). 

	Amounts previously reported for the apparel segments in 1995 and 1994 have 
been restated to give effect to recording of the discontinued operations in the 
accompanying consolidated statements of operations.  The operating results of 
the discontinued operations are summarized as follows:

For the Year Ended December 31,	     1996		          1995		         1994

Sales				                       		$26,235,000	   $46,471,000	   $45,576,000
(Loss) before tax benefit   	      (8,800,000)   (24,755,000)   (20,020,000)
Tax benefit								                                   11,000	     1,927,000
Net (loss)				    	                (8,800,000)   (24,744,000)   (18,093,000)

Net (loss) per share of common stock:
  Primary						                       $(1.42)         $(4.20)	       $(2.93)
  Fully diluted                       $(1.32)         $(4.20)        $(2.93)



	At December 31, 1996, the assets of the discontinued operations consist 
primarily of inventories and accounts receivable.  Liabilities of the 
discontinued operations consist of accounts payable, accrued expenses and other 
reserves.  The consolidated balance sheet at December 31, 1995 has not been 
restated.









(continued)
F-14

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS


	

(NOTE C) - Acquisition:

	On February 6, 1996, the Company, through a wholly-owned subsidiary 
acquired certain assets subject to certain liabilities of Astrosystems, Inc. and
Behlman Electronics, Inc. (collectively, "Behlman").  The assets are primarily 
used in the business of manufacturing and selling various power supply and power
source products. The purchase price is subject to adjustment based upon final 
valuations.  The transaction was partially financed pursuant to a bridge loan in
the amount of $500,000 from the Company's primary lender which was replaced by a
term loan and revolving credit facility (See Note G).

	The operations of Behlman have been included in the consolidated financial 
statements from February 6, 1996.  Had the acquisition been made on January 1, 
1995 (unaudited) proforma sales, income and earnings per share from continuing 
operations would have been $20,635,000, $1,734,000 and $.29 per share 
respectively, for the year ended December 31, 1995.

	The fair value of the net assets as of the date of acquisition is presented 
below:

          Inventory                      $ 2,560,000
          Property, plant and equipment      115,000
          Excess of cost over the fair
            value of assets acquired       1,104,000

                                         $ 3,779,000


(NOTE D) - Inventories: 

	Inventories consist of the following:
										 December 31,
									 1996              1995

			Raw materials. . . . . .   $ 2,332,000       $ 1,594,000
			Work in process. . . . .     4,325,000         4,756,000
			Finished goods (apparel)        -              6,774,000


        					                 $ 6,657,000       $13,124,000




(continued)

F-15
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS

(NOTE E) - Property, Plant and Equipment: 

	Property, plant and equipment are as follows:
									 	   December 31,
									   1996              1995

	Land and building. . . . . . . . . . .  $ 2,688,000     $ 2,688,000
	Building and leasehold improvements. .      279,000         599,000
	Machinery and equipment. . . . . . . .    1,053,000       1,418,000
	Furniture and fixtures . . . . . . . .      413,000         937,000
                					                      4,433,000       5,642,000
	Accumulated depreciation
	  and amortization . . . . . . . . . .    2,086,000       2,573,000

                                         $ 2,347,000     $ 3,069,000

(NOTE F) - Available-For-Sale Securities:

     On December 30, 1995 the Company transferred its marketable securities to 
the available for sale category of investments.  On the date of the transfer, 
all debt securities were being carried at their amortized cost which 
approximated fair market value.  Under the terms of certain credit facilities, 
the Company's investment portfolio and certain cash balances must be maintained 
at a minimum collateral value.  On December 31, 1996, this collateral 
requirement amounted to approximately $2,453,000 and on December 31, 1995 it was
approximately $11,647,000 of which $540,000 represents the balance in cash 
accounts, $3,540,000 represents available-for-sale securities classified as 
current assets and the remainder was shown as restricted investments.
     
	The following is a summary of available-for-sale securities:

                 					                  December 31, 1996
							      	                                     Estimated
								                                             Fair
                    					              Cost       	  Value

U.S. Treasury bills............       $3,235,000	 	   $3,235,000
Debt securities issued by 
  government agencies..........            5,000		  	      5,000
Corporate debt securities......        1,147,000	      1,145,000

                        	              4,387,000       4,385,000
Restricted value of portfolio
  used to collateralize credit 
  facility (included in assets
  held for sale)..............         2,453,000	    	 2,453,000

Balance of securities 
  portfolio...................        $1,934,000	     $1,932,000
(continued)
F-16

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS


(NOTE F) - Available-For-Sale Securities: (continued)


                                           December 31, 1995

								                                             Estimated
								                                               Fair
                       					              Cost		       Value
	            
U.S. Treasury Bills	                 $10,400,000	    $10,400,000
Debt securities issued by 
  government agencies.........	        2,919,000	      2,919,000
Corporate debt securities.....	        2,526,000	      2,526,000
Total debt securities.........	       15,845,000      15,845,000
Equity securities.............	           12,000	         12,000
					                                 15,857,000	     15,857,000
Restricted value of portfolio
  used to collateral credit
  facility....................	        7,567,000	      7,567,000
Balance of securities
  portfolio (including
  $3,450,000 of marketable 
  securities used to satisfy 
  outstanding debt classified
  as a current obligation)....        $8,290,000	     $8,290,000



	The amortized cost and estimated fair value of debt and marketable equity 
securities at December 31, 1996 and December 31, 1995, by contractual maturity,
are shown below.  Expected maturities will differ from contractual maturities 
because the issuers of the securities may have the right to repay obligations 
without prepayment penalties.

                               										December 31, 1996
												                               Estimated Fair
								                                   Cost	       Value

Due in one year or less...............		$3,235,000		$3,235,000
Due after three years ................		 1,152,000		 1,150,000
                               									 4,387,000		 4,385,000
Restricted value of portfolio used to
  collateralize credit facilities.....		 2,453,000		 2,453,000

                               									$1,934,000		$1,932,000


(continued)
F-17

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS


(NOTE F) - Available-For-Sale Securities: (continued)

                                    										December 31, 1995
												                                            Estimated Fair
								                                      Cost         		  Value

Due in one year or less...............	    $15,050,000	    $15,050,000
Due after three years.................	        795,000	        795,000
                                   									15,845,000    		15,845,000
Equity securities.....................	         12,000	         12,000
									                                   15,857,000		    15,857,000
Restricted value of portfolio used to
  collateralize credit facilities.....	      7,567,000	      7,567,000

                               								    $ 8,290,000	    $ 8,290,000


(NOTE G) - Debt:

	Long-term obligations consist of the following:
                                										                December 31,
											                                            1996	 	       1995
	
Term loan collateralized by $1,120,000 of treasury 
  bills, inventories, accounts receivable and
  general tangibles of the electronics division,
  bearing interest at LIBOR (5.875% at December 31,
  1995) plus .75%, paid in full on January 1, 1996.			            	$1,000,000
	
Term loan collateralized by certain real estate of
  the Company bearing interest at prime
  (8.25% at December 31, 1996) plus 1.5%,
  payable in monthly installments of $56,000
  commencing July 1996 through June 1999........... 	$1,667,000
									
Promissory note payable to the sellers of the East/	
  West division (face amount $1,850,000) - 
  noninterest bearing, imputed interest at 6% 
  payable in one installment of $500,000 on March 
  28, 1996, two installments of $250,000 on July 1,
  1996 and January 1, 1997 and twenty quarterly 
  installments of $42,500 commencing March 31, 2002      785,000	   1,535,000




(continued)

F-18

	ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS


(NOTE G) - Debt: (continued)
		                                                       December 31,
											                                            1996	     		1995
Term loan collateralized by certain real estate of
  the electronics division, bearing interest
  at LIBOR (5.875% at December 31, 1995)
  plus .75% (floating), payable in $250,000
  quarterly installments through April 1, 1996.....			            250,000
								
Note due to the estate of the former principal 
  officer payable in monthly installments through 
  February 1998 (Note N)...........................	   356,000	   604,000

Short term debt expected to be refinanced,
  collateralized by accounts receivable and
  inventories of the Company, bearing
  interest at prime (8.25% at December 31,
  1996) plus 1%.  The replacement debt is expected
  to be payable in monthly payments of $53,000 
  commencing May 1997 with a final payment of 
  approximately $1,493,000 in April, 2000 
  (see Note B).....................................	 3,200,000              .
                                         											 6,008,000	   3,389,000
	             						
Less current portion..............................	  1,656,000	   2,292,000

                                                   	$4,352,000	  $1,097,000


		Payments due on the Company's long-term debt at December 31, 1996 are 
as follows:

                           Year Ending
				                       December 31,

                           1997.................   	$1,656,000
					                      1998.................     1,351,000
                      					1999.................       973,000
				                      	2000 (January through
                                 April).........	    1,493,000
                           Thereafter...........       535,000
							
							                                           		$6,008,000



(continued)

F-19
	
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS


(NOTE G) - Debt: (continued)

	Short-term notes payable aggregated $65,000 at December 31, 1996.  This is 
in connection with the Company's revolving line of credit which bears interest 
at prime (8.25% at December 31, 1996) plus 1%.

	Under the various debt agreements, the Company must comply with certain 
covenants which require it to maintain minimum levels of working capital, 
minimum levels of debt to equity and tangible net worth at all times.  The 
Company is also precluded from declaring and paying dividends without the 
consent of such lender.

(NOTE H) - Stock Based Compensation Plans:

	The alternative fair value accounting provided for under Statement of 
Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
("Statement 123"), requires use of opinion valuation models that were not 
developed for use in valuing employee stock options.  Under APB 25, because the 
exercise price of the Company's stock options equals the market price of the 
underlying stock on the date of grant, no compensation expense is recognized.

	The Company has a stock option plan which provides for the granting of non-
qualified or incentive options to officers, directors and key employees.  The 
plan authorizes granting  of up to 1,500,000 shares of the Company's common 
stock at the market value on the date of such grants.  All options are 
exercisable at times as determined by the Board of Directors not to exceed ten 
years from the date of grant.
	Pro forma information regarding net loss and net loss per share is required 
by Statement 123, which also requires that the information be determined as if 
the Company has accounted for its stock options granted subsequent to December 
31, 1994 under the fair value method of that Statement.  The fair value of these
options was estimated at the date of grant using the Black-Sholes option pricing
model with the following weighted average assumptions:  risk-free interest rate 
of 6%; no dividend yields; volatility factor of the expected market price of the
Company's common stock of 85.5%; and a weighted-average expected life of the 
options of 3.0 years at December 31, 1996 and 1995.

	The Black-Sholes option valuation model was developed for use in estimating 
fair value of traded options which have no vesting restrictions and are fully 
transferable.  In addition, option valuation models require the input of highly 
subjective assumptions including the expected stock price volatility.    Because





(continued)

F-20

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS


(NOTE H) - Stock Based Compensation Plans:(continued)

the Company's employers stock options have characteristics significantly 
different from those of traded options, and because changes in the subjective 
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not provide a reliable single measure of the 
fair value of its employee stock options.

	For purposes of pro forma disclosures, the estimated fair value of the 
options is amortized to expense over the options' vested period.  The Company's 
pro forma information follows:
				                                			              1996	          1995
    
      	Net earnings from
       continuing operations:     As Reported   $ 3,311,000     $  2,491,000
					                             Pro Forma       2,830,000        2,325,000
	      Primary EPS:		             As Reported           .53              .42
					                             Pro Forma             .46              .38
	     Fully Diluted EPS:	         As Reported           .50              .42
					                             Pro Forma             .42              .35




                                   								         1996	          1995

      	Net (loss):                As Reported   $(5,489,000)    $(22,253,000)
					                             Pro Forma      (5,970,000)     (22,419,000)
     	Primary EPS:		              As Reported          (.89)           (3.78)
					                             Pro Forma            (.96)           (3.81)
	     Fully Diluted EPS:	         As Reported          (.82)           (3.78)
					                             Pro Forma            (.89)           (3.81)


	Because Statement 123 is applicable only to options granted subsequent to 
December 31, 1994, its pro forma effect will not be fully reflected until 1997.

	As required by Statement 123, the fair values method of accounting has not 
been applied to options granted prior to January 1, 1995.  As a result, the pro 
forma compensation cost may not be representative of that to be expected in 
future years.





(continued)

F-21

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS


(NOTE H) - Stock Based Compensation Plans:(continued)
	

	Information as to options for share of common stock is as follows:
<TABLE>
<CAPTION>

                     1996                  .

                     1995                  .

                     1994                  .



 
Weighted Average

Weighted Average

Weighted Average


Options
Exercise Price
Options
Exercise Price
Options
Exercise Price

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

Outstanding at the 







  beginning of year.............
964,000
  $1.25  
965,000
$3.13 
900,000
$4.93

   Granted...........................
332,500
0.92
1,017,000
1.25
965,000
3.13

   Canceled.........................
(15,000)
0.92
(1,018,000)
2.70
(900,000)
4.93

Outstanding at the







  end of year.......................
1,281,500 
0.92
964,000 
1.25
965,000 
3.13

Exercisable at end of year.
964,000 

          -         

             -    


Weighted average fair







  value of options granted..

0.54 

0.54 

 

</TABLE>
	The weighted average remaining contractual life of the options outstanding 
is 3 years.

	At December 31, 1996, 218,500 shares of common stock were reserved for 
future issuance of stock options.

	In consideration of an executive officer's entry into an employment 
agreement during the year, the Company sold to the officer 300,000 shares of its
common stock at par value $.10 per share.  The stock is subject to repurchase by
the Company, at the same price, in the event of resignation or discharge for 
cause, of the officer.  The difference between the fair value of the shares and 
its issue price will be charged to operations over a three year period.

(NOTE I) - Employee Benefit Plans:

	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 one-half 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.





(continued)

F-22

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS


(NOTE I) - Employee Benefit Plans:

	The Company contributed $117,000, $185,000 (including $24,000 applicable to 
discontinued operations) and $312,000 (including $139,000 applicable to 
discontinued operations) to the plans for the years ended December 31, 1996, 
December 31, 1995 and December 31, 1994, respectively.

(NOTE J) - Income Taxes:
	
	The Company uses the liability method in accounting for income taxes.  
Under this method, deferred tax assets and liabilities are determined based on 
differences between financial reporting and tax bases of assets and liabilities 
and are measured using the enacted tax rates and laws that will be in effect 
when the differences are expected to reverse.

	Deferred income taxes reflect the net effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax purposes.

	For the year ended December 31, 1996, the Company recorded no income tax 
provision.  The Company has an alternative minimum tax credit of $ 564,000 with 
no limitation on the carryforward period, a net operating loss carryforward of 
$18,400,000 which expire in 2010 and a capital loss carryforward of $ 1,968,000 
which expires in 1999.  In addition, a subsidiary whose operations were disposed
of in 1991 has various income tax benefits which are available to offset future 
taxable income of the parent only.  These benefits consist of a net operating 
loss carryforward of approximately $ 5,900,000 and certain tax credits which 
amount to approximately $ 594,000 which are available through 1999.

	The provision (benefit) for income taxes for the years December 31, 1995 
and 1994 are as follows:

                     						          	 December 31,
						 	                            1995	         1994
Current:
	Foreign and state....	        $(164,000)	   $   188,000

Deferred: 
	Federal..............		            -    	    (1,823,000)
	Foreign and state....		            -           (292,000)
						     
                               $(164,000)    $(1,927,000)




(continued)
F-23

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS



(NOTE  J) - INCOME TAXES:  (continued)

	A reconciliation of the Federal statutory tax rate with the effective tax 
rate is as follows:
						
                                           December 31,
                             							1996           1995		      1994

Federal statutory tax rate...     (34.0%)       (34.0%)          (34.0%)

Increase (reduction) in taxes
    resulting from:
    Foreign and state income
     tax, net of federal 
     income tax benefit......	                    3.3              (.3)
    	Nondeductible items.....  	                  1.3              1.3

Non taxable life insurance 
    proceeds.................                    (6.7)

Nonutilization of net 
    operating and capital 
    loss carryforwards and 
    carrybacks...............       34.0          35.0            22.1

Other			     	                                      .5              .7

                          						       0%          (.7%)         (10.2%)
                                                                                














(continued)



F-24

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS

(NOTE  J) - INCOME TAXES:  (continued)

	The deferred tax assets (liability) are as follows:

                                           December 31,
                                 							  1996		      1995
Deferred tax asset:
    Alternative minimum 
     tax credit carryforward..    	 $  564,000      $   561,000

    Net operating loss and 
     capital loss 
     carryforwards (including
     pre-acquisition net
     operating loss 
     carryforwards)...........    	  8,931,000        7,100,000

    Various temporary 
     differences..............	        912,000        6,559,000
     Total deferred tax assets	     10,407,000       14,220,000
Valuation allowances on.......    	(10,249,000)     (14,220,000)

Net deferred tax assets.......	        158,000            -   

Deferred tax liability:
    Various temporary 
     differences..............        (158,000)                  .


Net deferred tax assets.......	$     -          $     -      .

	As the Company has had cumulative losses and there is no assurance of 
future taxable income, a valuation allowance has been established to offset 
deferred tax assets.

(NOTE K) - Major Customer and Concentrations of Credit Risk:

	Sales to significant customers accounted for approximately 72% (28%, 15%, 
17% and 12%), 79% (54%, 12% and 13%) and 77% (66% and 11%) of the Company's net 
sales from continuing operations for the years ended December 31, 1996, 1995 and
1994, respectively.

	Certain major customers of the Company sell the Company's products to the 
United States Government.  Accordingly, a substantial portion of the net sales 
is subject to audit by agencies of the United States 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.

(continued)
F-25

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS


(NOTE K) - Major Customer and Concentrations of Credit Risk: (continued)

	Financial instruments which potentially subject the Company to 
concentrations of credit risk consist principally of cash and trade receivables.
The Company places its cash and cash equivalents with one financial institution.
At times, cash may be in excess of FDIC insurance limits.

(NOTE L) - Leasing Arrangements:

	Operating leases are for a sales office and certain equipment and vehicles 
for continuing operations and office, showroom, warehouse and manufacturing 
facilities for discontinued operations, and are subject to annual increases 
based on changes in the Consumer Price Index and increases in real estate taxes 
and certain operating expenses.

	Future minimum lease payments as of December 31, 1996 under operating lease 
agreements that have initial or remaining noncancellable lease terms in excess 
of one year are as follows:

                         	Year Ending			  Continuing  	   Discontinued
         	December 31,			  Operations	    Operations		           Total

		1997 . . . . . . . .   $ 78,000        $ 901,000         $ 979,000

		1998 . . . . . . . .     34,000          876,000           910,000

		1999 . . . . . . . .                     646,000           646,000

		2000 . . . . . . . .                     239,000           239,000

		    Total minimum
       lease payments   $ 112,000      $ 2,662,000       $ 2,774,000


	Operating lease rent expense for the years ended December 31, 1996, 1995 
and 1994 was $1,083,000, $1,170,000 and $1,100,000, respectively.  Continuing 
operations account for approximately $41,000 of operating lease expense for the 
year ended December 31, 1996.  Leasing arrangements for discontinued operations 
do not include amounts owed to the Company under certain sublease agreements.






(continued)


F-26

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS


(NOTE M) - Commitments and Contingencies:

	[1]	The Company has employment agreements with its three executive 
officers which may be terminated by the Company on not less than three years 
prior notice and with two other principal officers, for aggregate annual 
compensation of $1,099,000. 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 contracts.  In 
addition, the five officers are entitled to bonuses based on a percentage of 
earnings before taxes, as defined.  Total bonus compensation paid to the 
executive officers was approximately $281,000 in 1996.  No bonuses were earned 
or paid in 1995 or 1994.

	[2]	On September 23, 1993, a class action was commenced by an alleged 
shareholder of USA Classic (formerly  a  subsidiary  of  the  Company),  against
USA Classic and certain of its directors in the United States District Court for
the Southern District of New York.  The action was commenced on behalf of 
shareholders, other than the defendants, who acquired their shares from November
20, 1992, the date of the initial offering, through September 22, 1993, and 
alleges violations of the Securities Act of 1933 in connection with the offering
as well as violations of Section 10b of the Securities Act of 1934.  The 
plaintiffs are seeking compensatory damages as well as fees and expenses.

		On February 1, 1994, a Consolidated Amended Complaint was filed in the 
class action.  The amended Complaint adds the Company as a defendant and alleges
that the Company is a "controlling person" of USA Classic and an "aider and 
abetter" of the alleged violations of the securities laws.  The Amended 
Complaint was answered on March 21, 1994.  The class action has been stayed 
against USA Classic as a result of its filing for protection for relief under 
Chapter 11 of the bankruptcy code.

		On October 4, 1994, a Second Amended and Consolidated Complaint was 
filed in the class action.  The Second Amended and Consolidated Complaint 
restated the allegations against the Company and added Paine Webber Incorporated
and Ladenburg Thalmann & Co. Inc., the lead underwriters in the Offering, as 
additional defendants.  On November 15, 1994, the Company and such underwriters 
moved to dismiss certain of the allegations in the Second Amended and 
Consolidated Complaint. On June 16, 1995, the motion for dismissal was denied in
its entirety.  On March 8, 1995, the plaintiff's representatives filed a motion 
for class certification.  Since that date, the parties have been conducting 
depositions and reviewing documents relevant to issues of class certification.  
It is estimated that discovery in this matter will continue throughout 1997.  
The Company plans to continue to vigorously defend against this action.



(continued)

F-27

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
					NOTES TO FINANCIAL STATEMENTS


(NOTE M) - Commitments and Contingencies: (continued)

	[3]	The Company, in the ordinary  course of business, is the subject of or 
a party to various lawsuits, the outcome of which, in the opinion of management,
will not have a material adverse effect on the consolidated financial 
statements.
           
(NOTE N) - Death of Principal Officer:

	On February 24, 1995, the Company's principal officer died.  Pursuant to 
his employment contract, the Company owed approximately $800,000 to the 
principal officer's estate, payable in monthly installments over a three year 
period.  During 1995, the Company received insurance proceeds aggregating 
$1,500,000 on keyman policies on the life of the principal officer (see Note G).
	 	

































F-28










ORBIT INTERNATIONAL CORP.
VALUATION  AND  QUALIFYING ACCOUNTS






<TABLE>
<CAPTION>






Column  A
Column B
Column C

Column D
Column E



Additions






                (1)   
              (2)











Balance at
Charged to
Charged to

Balance at


Beginning
cost and
Other accounts -
Deductions -
end of


of Period
expenses
describe
describe
period

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

Year ended December 31, 1996:






  Reserve for estimated doubtful






  accounts and allowance...............
  $1,576,000 
   $359,000 
  $(338,000)**
$(1,447,000)***
    $150,000 

Valuation allowance on deferred






  tax asset........................................
$14,220,000 

$(3,971,000)**

$10,249,000 








Year ended December 31, 1995:






  Reserve for estimated doubtful






  accounts and allowance...............
   $769,000 
   $887,000 

     $ 80,000*
 $1,576,000 

Valuation allowance on deferred






  tax asset........................................
$6,380,000 
$7,840,000 


$14,220,000 








Year ended December 31, 1994:






  Reserve for estimated doubtful






  accounts and allowance...............
  $882,000 
   $226,000 

   $ 339,000*
   $769,000 

Valuation allowance on deferred






  tax asset........................................
$2,425,000 
$3,995,000 


 $6,380,000 








     TOTAL
$3,307,000 
$4,181,000 

    $339,000 
$7,149,000 















*Amount represents write-offs.






**Relief of allowances






***Transfer of allowances of






apparel companies to discontinued






operations.


























 

</TABLE>




See Accompanying notes.

F-29