UNITED STATES
                       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,  2005

     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-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-KSB or any amendment to
this  Form  10-KSB.  X
                    --

Issuer's  revenues  for  its  fiscal  year  ended December 31, 2005: $24,254,000

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  Capital  Market  on  March  17,  2006):  $35,377,985

Number  of  shares  of  common stock outstanding as of March 17, 2006: 4,583,071

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 2006 Annual Meeting of
Stockholders.
<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  subsidiaries,  Behlman  Electronics,  Inc.  and  Tulip Development
Laboratory,  Inc.  ("TDL")  and  its  affiliated  manufacturing  company,  TDL
Manufacturing, Inc. ("TDLM")(collectively "Tulip"). Through its Orbit Instrument
Division,  which  includes  its  wholly-owned  subsidiary,  Orbit  Instrument of
California,  Inc.  and  Tulip, the Company is engaged in the design, manufacture
and  sale  of  customized  electronic  components  and  subsystems.  Behlman
Electronics,  Inc.  is  engaged in the design and manufacture of distortion free
commercial  power  units,  power  conversion  devices and electronic devices for
measurement  and  display.

On April 4, 2005, the Company completed the acquisition of all of the issued and
outstanding  capital  stock of Tulip. The total transaction value was $9,027,000
consisting  of  $5,000,000 in cash, a $2,000,000 promissory note to the sellers,
$1,500,000  in  value  of  Orbit stock and $527,000 of direct acquisition costs.
Headquartered  in  Quakertown,  Pennsylvania,  Tulip  is  a leading designer and
engineering provider of computer peripheral products including custom integrated
solutions  for  keyboards, illuminated data entry devices and displays.  Through
TDLM,  it  provides  both defense contractors and commercial customers with high
volume  production  to  support  membrane  control  panel, military vetronic and
avionic  display  program  requirements.

FINANCIAL  INFORMATION  ABOUT  INDUSTRY  SEGMENTS

     The  Company  currently  operates in two industry segments. The Electronics
Segment,  which  is comprised of the Company's Orbit Instrument Division and its
Tulip  subsidiary,  is  engaged  in  the  design  and  manufacture of electronic
components  and  subsystems.  The  Power  Units  Segment  is  comprised  of  the
Company's  Behlman  subsidiary  and  is engaged in the design and manufacture of
commercial  power  units.


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


<TABLE>
<CAPTION>

<S>                    <C>                 <C>

                                         December 31,
                                    -----------------
                                     2005         2004
                       ------------------ ------------
Net sales:
---------------------
Electronics
     Domestic          $       13,878,000  $9,806,000
     Foreign                      868,000      73,000
                       ------------------  ----------
Total Electronics              14,746,000   9,879,000


Power Units
Domestic                        8,894,000   7,470,000
Foreign                           614,000     663,000
                       ------------------  ----------
Total Power Units               9,508,000   8,133,000
-------------------

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


Electronics                     2,812,000   2,115,000
Power Units                     1,587,000     647,000
---------------------

Assets:
---------------------

Electronics                     8,383,000   5,386,000
Power Units                     4,854,000   5,696,000
---------------------
<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 15 to the Consolidated
Financial  Statements  appearing  elsewhere  in  this  report.




DESCRIPTION  OF  BUSINESS

     GENERAL

     Orbit's  Electronics  Segment  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 Segment 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,
E-2D,  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 including the TAD
(Towed  Artillery  Digitization)  fire  control  system.

     Orbit's Power Units Segment 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  US  Naval  ships.



     Displays

     The  Orbit  Instrument  Division's  and Tulip'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  is  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 manufactured 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.

     Tulip  has  designed and manufactured a monochrome and color Mobile Display
Terminal  that  is  comprised of a switch matrix bezel that allows a driver on a
mass  transit  vehicle  to  transmit  and  receive  real  time data and critical
information  on  a  3x5  inch  color  display.

     Keyboards,  Keypads  and  Pointing  Devices

     The  Orbit  Instrument  Division and Tulip have designed a number of custom
backlit  keyboards  and  keypads  to  meet  full military specifications.  These
keyboards  and  keypads  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  designed/developed pointing devices 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.




     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.

Mobile  Key  Panel  Receivers

Tulip  is  under  contract for the production of mobile key panel receivers that
provide  battlefield operators with real time position, velocity, navigation and
timing  (PVNT)  information  in  a  stand  alone,  hand-held,  lightweight
configuration.


Power  Units  Segment

     Power  Sources

     Behlman's  "AC  power sources" are used in the production of 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  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. is converted to 50 Hz).
These  frequency  converters  are  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  products  are being used for
railroad  signaling; its frequency converters are being manufactured for most of
the  passenger  railroads  in  the  United  States.

     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 customers'
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.

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

PROPOSED  PRODUCTS

Electronics  Segment

     The  Orbit  Instrument  Division  has  designed  and  developed  the  next
generation,  Color  LCD flat panel technology with a touch screen based Computer
Controlled  Action  Entry  Panel  for the AEGIS Class Ships. The new Color Entry
Panel  (CEP) replaces our existing Plasma Entry Panel (PEP). The CEP has already
been  successfully  manufactured  and  tested  on  several  platforms.

     The  Orbit  Instrument  Division  has  a  current  order for the design and
development  of  15" color LCD based displays with touch screen that can operate
at  -40  degrees  centigrade  for  the  Swedish  Coast Guard and New Zealand P-3
programs.  Orbit is also contracted to provide an airborne keyboard and pointing
device  for  the  pilot's  station  as  well as keyboards and trackballs for the
mission  consoles  for  the  same  programs.

     The  Orbit  Instrument Division has completed the design and pre-production
of  orders  for  12.1"  Color LCD display based computers with a touch screen as
well  as  20.1"  color  LCD  based  UXGA  monitors  for  amphibious  ships.

     The  Orbit  Instrument Division is in the research and development phase of
designing  new  Control  Display  Units  - CDU's that interfaces with TALIN land
navigation  system for the US Army Fire Finder Program. The new CDU will replace
the  Orbit  RDU that was designed/developed by Orbit and interfaced with the now
obsolete  DRUH  Land  Navigation  System  on  the  Fire  Finder  Program.

Power Units Segment

     In  an  effort  to  expand  their product base to Army vehicles, Behlman is
developing  a  2500VA inverter to be used in military equipment such as HUMVEES.

Behlman is expanding its high power Bht series to be used on the newest aircraft
that  utilize  "wild  frequency"  systems.

Behlman  is  developing  a  new  line  of  low  cost,  high  power  frequency
converters-called  the  BLP  series.

In  response  to customer requests, Behlman is developing COTS power supplies to
be  used  for  satellite,  sonar  and  fire  control  optics.

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  sales  and  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  and  Tulip'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").  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, Rockwell Collins, Inc.,
Raytheon Company and a unit of BAE SYSTEMS accounted for approximately 17%, 12%,
11% and 11%, respectively, of consolidated net sales of the Company for the year
ended  December  31,  2005.  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 Rockwell Collins, Inc.,
various  agencies  of  the  United  States Government and a unit of BAE SYSTEMS,
accounting for approximately 19%, 18% and 14%, respectively, of the net sales of
such  segment  for  the  year ended December 31, 2005.  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 17%
and  14%,  respectively,  of  the  net  sales of such segment for the year ended
December  31,  2005.  The  loss 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,  2005  and 2004 the Company's backlog was as follows:

<TABLE>
<CAPTION>

<S>          <C>          <C>
                    2005         2004
             -----------  -----------

Electronics  $ 9,000,000  $ 6,000,000
-----------  -----------  -----------

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

Total        $13,000,000  $11,000,000
-----------  ===========  ===========
</TABLE>

     Substantially  all  of  the backlog at December 31, 2005 represents backlog
under  contracts  that  will  be  shipped  during  2006.

The  backlog  at  December  31,  2005  and  December  31,  2004 does not include
approximately  $400,000 and $2,000,000, 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
the  final  $400,000  in  orders  in  January  2006.

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,  2005  and  2004.

     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.  The Company believes that
adjustments  to  such  revenues,  if any, will not have a material effect on the
Company's  financial  position.

RESEARCH  AND  DEVELOPMENT

     The Company incurred approximately $1,100,000, and $967,000 of research and
development  expenses  during  the  years  ended  December  31,  2005  and 2004,
respectively.  During  the  years  ended December 31, 2005 and 2004, the Company
recognized  revenue  of  approximately  $807,000 and $391,000, 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 10, 2006, the Company employed 130 persons, all on a full-time
basis  except  for  one  part-time  employee.  Of these, the Electronics Segment
employed 81 people, consisting of 14 in engineering and drafting, 6 in sales and
marketing,  13  in  direct  and  corporate  administration  and  the  balance in
production.  The  Power  Units  Segment  employed 49 people, consisting of 14 in
engineering  and  drafting, 5 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".

RISKS  RELATING  TO  THE  COMPANY

WE  ARE  HEAVILY DEPENDENT UPON THE CONTINUANCE OF MILITARY SPENDING AS A SOURCE
OF  REVENUE  AND  INCOME.

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 ENCOUNTER 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, in the event of 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 United States Government, Rockwell Collins,
Inc.,  Raytheon  Company  and  a unit of BAE SYSTEMS accounted for approximately
17%,  12%,  11%  and 11%, respectively, of consolidated net sales of the Company
for  the  year ended December 31, 2005. Rockwell Collins, Inc., various agencies
of  the  U.S.  Government  and a unit of BAE SYSTEMS accounted for approximately
19%,  18% and 14%, respectively, of the net sales of our Electronics Segment for
the  year  ended December 31, 2005.  Various agencies of the U.S. Government and
Raytheon  Company  accounted for approximately 17% and 14%, respectively, of the
net  sales  of our Power Units Segment for the year ended December 31, 2005.  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, Mitchell Binder, Vice President-Finance
and  Chief  Financial  Officer  and  Richard  Hetherington,  President and Chief
Operating  Officer  of Tulip.  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  effected.

WE  MAY  NOT  BE  SUCCESSFUL  IN  OUR  EXPANSION  EFFORTS.

          We  have  a  strategy  to  expand  our  operations  through  strategic
acquisitions.  Through  the  past  several  years, we reviewed various potential
acquisitions  and  believe there are numerous opportunities presently available.
In  April  2005,  we  completed the acquisition of Tulip.  While there can be no
assurance  we  will  obtain  the  necessary  financing  to  complete  additional
acquisitions,  even  if  we  do,  there  can  be  no assurance that we will have
sufficient  income  from  operations  of  such acquired companies to satisfy the
interest payments, in which case, we will be required to pay them out of Orbit's
operations  which  may  be  adversely  affected.  Furthermore,  there  can be no
assurance we will be able to successfully complete the integration of any future
acquired  business and that such acquisition will be profitable and enable us to
grow  our  business.

WE  MAY HAVE DIFFICULTY PROCURING CERTAIN RAW MATERIALS ON TERMS SATISFACTORY TO
US.

          We  use  multiple sources for our procurement of our raw materials and
we  are  not  dependent  on  any  suppliers for such procurement.  Occasionally,
however,  in  the  production  of  certain  military units, we will be face with
procuring  certain  components that are either obsolete or difficult to procure.
Although we believe that with our access to worldwide brokers using the Internet
we  can  obtain  the  necessary  components, there can be no assurance that such
components  will  be  available,  and  even  if  so,  at  reasonable  prices.


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 is used as a
selling  office.  The lease provides for monthly payments of $1,679 from January
1,  2005  through December 31, 2005 and increases to $1,730 from January 1, 2006
through  December  31,  2006  and to $1,781 from January 1, 2007 to December 31,
2007.

On April 4, 2005, Tulip entered into a five year lease for 19,000 square feet at
1765  Walnut  Drive,  Quakertown,  Pennsylvania which is used for manufacturing,
engineering  and  administration.  The  lessor  of  this  facility  is a limited
partnership,  the ownership of which is controlled by the former shareholders of
Tulip.  The  lease  provides  for monthly payments of $9,100 and increases by 2%
each  year for the first two renewal periods and by 3% for the final two renewal
periods.


ITEM  3.     LEGAL  PROCEEDINGS

There  are no material 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 COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS  ISSUER  PURCHASES  OF  EQUITY  SECURITIES

     The Company's common stock is quoted on the National Association of
Securities Dealers, Inc. Automated Quotation System ("Nasdaq") Capital Market
under the symbol ORBT.

     The following table sets forth the high and low closing sales prices of the
Company's common stock for each quarter from January 1, 2004 through its fiscal
year ended December 31, 2005, as reported on the Nasdaq Capital Market.

<TABLE>
<CAPTION>

<S>                <C>        <C>
                       CLOSE(1)
                       ---------

                   HIGH       LOW
                   ---------  ------

2004:

  First Quarter:   $    6.92  $ 5.50
-----------------  ---------  ------

  Second Quarter:       6.96    5.09
-----------------  ---------  ------

  Third Quarter:        5.76    4.64
-----------------  ---------  ------

  Fourth Quarter:      10.86    5.09
-----------------  ---------  ------


2005:

  First Quarter:   $    8.75  $ 6.96
-----------------  ---------  ------

  Second Quarter:       9.41    7.32
-----------------  ---------  ------

  Third Quarter:       11.77    8.84
-----------------  ---------  ------

  Fourth Quarter:      14.70   10.18
-----------------  ---------  ------

<FN>


(1) Retroactively restated to reflect a twenty-five percent (25%) stock
dividend effective July 18, 2005.

</TABLE>


HOLDERS

     As  of  March  17,  2006,  the  Company  had  326  shareholders  of record.

DIVIDENDS

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

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

     The  following  table  sets  forth,  as  of  December  31,  2005:

-     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        FOR FUTURE ISSUANCE
                  OUTSTANDING OPTIONS,  OPTIONS, WARRANTS  UNDER EQUITY
                  WARRANTS AND RIGHTS   AND RIGHTS         COMPENSATION PLANS
                                                          (EXCLUDING
                                                           SECURITIES
                                                           REFLECTED IN
                                                           COLUMN (A))
                   -----------------   ------------------  -----------------
EQUITY COMPENSATION
PLANS APPROVED BY
SECURITY HOLDERS           615,000              $2.96                100,000

EQUITY COMPENSATION
PLANS NOT APPROVED
BY SECURITY
HOLDERS                        -0-                N/A                    -0-
                    ----------------    -----------------    ---------------
TOTAL                      615,000              $2.96                100,000


RECENT  SALE  OF  UNREGISTERED  SECURITIES

     As  previously  reported  by  the  Company  on  Form 8-K for April 4, 2005,
approximately  206,000  shares  of  unregistered  common  stock  were  issued in
connection  with  the  Tulip  acquisition. On January 10, 2006 these shares were
registered  with  the  Securities  and  Exchange  Commission with a Registration
Statement  on  Form  S-3.

PURCHASES  OF  EQUITY  SECURITIES  BY  THE  SMALL BUSINESS ISSUER AND AFFILIATED
PURCHASES

None.



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

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

     The  Company  recorded  a significant increase in operating results for the
year  ended  December  31,  2005.   The results of operations for the year ended
December  31, 2005 include the operations of Tulip as of April 4, 2005, the date
the  transaction  was  completed.  Revenues  increased  significantly  and  the
Company's  gross  profit  margins  improved for the year ended December 31, 2005
compared  to  the  prior  year.  Consequently,  net  income  for  the year ended
December  31, 2005 also increased significantly compared to the prior year.  Our
backlog  at  December  31,  2005  was  approximately  $13,000,000  compared  to
$11,000,000  at  December  31,  2004.  This  increase  was due to the $3,900,000
backlog  of  Tulip  that was included in the current year's backlog. The backlog
from  our  Power Units Segment was lower due to a large contract that was in the
backlog  in the prior year and completed shipment in the second quarter of 2005.
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 very encouraged by our
business environment and we expect our strong operating results to continue into
2006.  Our  success  of  the  past  few years has significantly strengthened our
balance  sheet evidenced by our 4.9 to 1 current ratio at December 31, 2005.  We
currently  have  a  $2,500,000 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 (specific and average) 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 obsolete.

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

     At  December 31, 2005, the Company had an alternative minimum tax credit of
approximately  $573,000  with  no limitation on the carry-forward period and net
operating  loss  carry-forwards of approximately $25,000,000 that expire through
2025.  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  records 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, 2001, the Company adopted Statement of Financial Accounting Standards
No.  142,  "Goodwill  and  Other  Intangible  Assets"  ("SFAS  142").  Under the
provisions  of  SFAS  142,  the  cost of certain intangible assets are no longer
subject  to amortization.  These costs were reviewed for potential impairment in
2005  and  2004  and  will  be  reviewed  on  an  annual  basis  thereafter.

RESULTS  OF  OPERATIONS:

Year  Ended  December  31,  2005  vs.  Year  Ended  December  31,  2004
-----------------------------------------------------------------------

     The  Company  currently  operates  in  two  industry  segments.  Its  Orbit
Instrument  Division  and  its  Tulip  subsidiary  are engaged in the design and
manufacture of electronic components and subsystems (the "Electronics Segment").
Its  Behlman  subsidiary  is engaged in the design and manufacture of commercial
power units (the "Power Units Segment").  The results of operations for the year
ended December 31, 2005 include the operations of Tulip since April 4, 2005, the
date  the  transaction  was  completed.

Consolidated  net  sales for the year ended December 31, 2005 increased by 34.7%
to  $24,254,000  from  $18,012,000 for the prior year principally due to a 49.3%
and  16.9%  increase  in  sales  recorded from the Electronics Segment and Power
Units  Segment,  respectively.  Approximately 114% of the increase in sales from
the  Electronics  Segment was due to the inclusion of the operations of Tulip in
the  current  year.

Gross profit, as a percentage of net sales, for the year ended December 31, 2005
increased  to 44.7% from 43.0% for the prior year. This increase resulted from a
higher  gross  profit  from the Company's Power Units Segment that was partially
offset  by  a  decrease  in gross profit from the Company's Electronics Segment.
The increase in gross profit from the Power Units Segment was due principally to
an  increase in sales. The decrease in gross profit from the Electronics Segment
was  principally due to a lower gross profit recorded by the Instrument Division
due  to  lower  sales  and  slightly  higher  overhead  costs.

Selling,  general  and  administrative  expenses for the year ended December 31,
2005  increased  by  32.5%  to  $7,973,000  from $6,019,000  from the year ended
December 31, 2004 principally due to the inclusion of the operations of Tulip in
the  current  year,  higher  selling  costs from the Power Units Segment, higher
corporate  administrative costs and $326,000 of amortization of intangible costs
associated  with  the  Tulip  acquisition.  Selling,  general and administrative
expenses,  as  a  percentage  of  sales,  for  the  year ended December 31, 2005
decreased  to  32.9%  from  33.4% principally due to the significant increase in
sales  from  both  operating  segments.

Interest expense for the year ended December 31, 2005 increased to $333,000 from
$2,000  for  the  year  ended  December  31,  2004  due  to interest incurred in
connection  with a $5,000,000 acquisition loan from the Company's primary lender
for  the  acquisition  of  Tulip, as well as interest incurred on the $2,000,000
promissory  note  to  the  former  shareholders  of  Tulip.

Investment  and  other  income for the year ended December 31, 2005 increased to
$186,000  from $104,000 for the prior year principally due to an increase in the
amounts invested during the current year.  This increase in the amounts invested
during  the  current  year  resulted from cash generated from operations and the
exercise  of  employee  stock  options.

Net  income  before  income  tax  provision  was  $2,714,000  for the year ended
December  31, 2005.; Net income before income tax benefit was $1,837,000 for the
year ended December 31, 2004.  The increase in income was principally due to the
increase in sales from both of the Company's operating segments, the increase in
gross margin from the Power Unit's Segment, the decrease in selling, general and
administrative  expenses  as  a  percentage of sales and despite the lower gross
profit  from  the  Electronics  Segment  and  the  increase in interest expense.

Income  taxes  for  the year ended December 31, 2005 consist of $30,000 in state
income  taxes  that  cannot  be  offset  by  any  state  net  operating  loss
carry-forwards.  During  the  year  ended  December  31,  2004, 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, 2005
was  $2,684,000  compared to $1,937,000 for the year ended December 31, 2004, an
increase  of  38.6%.

     Earnings  before  interest,  taxes,  depreciation  and  amortization,  and
amortization  of  unearned compensation (EBITDA) for the year ended December 31,
2005  significantly  increased  to  $3,710,000  from  $1,967,000  for year ended
December  31,  2004.  Listed  below  is the EBITDA reconciliation to net income:

                                                       Year  ended
                                                     December  31,
                                                     -------------
                                             2005                   2004
                                             ----                   ----

Net  income                               $2,684,000             $1,937,000
Interest  expense                            333,000                  2,000
Income  tax  expense  (benefit)               30,000               (100,000)
Depreciation  and  amortization              487,000                 69,000
Amortization  of  unearned  compensation     176,000                 59,000
                                           ---------             ----------
EBITDA                                    $3,710,000             $1,967,000
                                         ===========             ==========


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

     Working  capital  increased to $14,839,000 at December 31, 2005 as compared
to  $10,932,000  at  December  31, 2004.  The ratio of current assets to current
liabilities decreased to 4.9 to 1 at December 31, 2005 from 7.1 to 1 at December
31,  2004,  principally  due  to  the debt incurred in connection with the Tulip
acquisition.

Net  cash  provided  by  operations  for  the  year  ended December 31, 2005 was
$2,923,000,  primarily  attributable  to  net  income for the year, the non-cash
amortization  of intangible assets and restricted stock awards, depreciation and
an  increase  in  accrued  expenses  that was partially offset by an increase in
other  long-term assets, a decrease in accounts payable and in the amount due to
the  former  shareholders of Tulip. Net cash provided by operations for the year
ended  December  31, 2004 was $587,000, primarily attributable to net income for
the  period  that was partially offset by an increase in inventory, deferred tax
benefit  and  other  assets  and  a  decrease  in  accrued  expenses.

Cash flows used in investing activities for the year ended December 31, 2005 was
$5,827,000,  attributable  to  the  purchase  of  Tulip, purchases of marketable
securities  and  property and equipment. Cash flows used in investing activities
for  the  year ended December 31, 2004 was $211,000 attributable to the purchase
of  marketable  securities  and  the  purchase  of  property  and  equipment.

Cash flows provided by financing activities for the year ended December 31, 2005
was $5,725,000, primarily attributable to the proceeds from the issuance of long
term debt and the proceeds from stock option exercises that was partially offset
by the repayments of long term debt. Cash flows used in financing activities for
the  year  ended  December  31,  2004 was $61,000, primarily 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.

In  February  2003, the Company entered into a $2,000,000 credit facility with a
commercial  lender  secured  by  accounts receivable, inventory and property and
equipment.  In  April  2005,  the  Company  entered into a new $2,500,000 credit
facility  with  the  same lender along with a new five-year $5,000,000 Term Loan
Agreement  to  finance  the  acquisition  of Tulip. The new credit facility will
continue  from  year  to  year  unless sooner terminated for an event of default
including  non-compliance  with certain financial covenants. Loans under the old
facility  bore  interest  equal  to  the  sum of 2.75% plus the one-month London
Inter-bank  Offer Rate (LIBOR) (4.39% at December 31, 2005). Loans under the new
facility  bear  interest  equal to the sum of 2.00% plus the one-month LIBOR and
the  Term Loan bear interest equal to the sum of 2.25% plus the one-month LIBOR.
Monthly  principal  payments  under  the Term Loan, of approximately $60,000 per
month,  commenced  in  June  2005.

In  April  2005, the Company entered into a five year $2,000,000 Promissory Note
with  the  selling shareholders of Tulip at an interest rate equal to the sum of
2.00%  plus  the  prime rate of interest (7.25% at December 31, 2005). Principal
payments  of $100,000 are made on a quarterly basis along with accrued interest.
   The  Company's  contractual  obligations  and  commitments  are summarized as
follows:
                                Less  than   1-3         4-5        After 5
Obligation          Total       1  Year      Years      Years       Years
----------          -----       -------      -----      -----       -----

Long-term debt      $6,384,000 $1,114,000   $3,343,000 $1,927,000     -

Capital  lease
    obligations         20,000     10,000       10,000      -         -

Operating  leases    3,822,000    574,000    1,708,000    981,000  $559,000
                     ---------  ---------    ---------    -------  --------
Total  contractual
    Obligations    $10,226,000 $1,698,000  $5,061,000  $2,908,000  $559,000

     The  Company's  existing  capital  resources,  including  its  bank  credit
facilities,  and  its  cash  flow from operations are expected to be adequate to
cover  the  Company's cash requirements for its operations. The Company believes
that financing alternatives are available in order to fund  future acquisitions.

     Inflation  has  not  materially  impacted  the  operations  of the Company.

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

     In  April  2005,  the  Company  completed  the acquisition of Tulip and its
operations  became  part  of  the  Company's Electronics Segment.  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 its Power Units
Segment  during  2004 and shipments from this Segment contributed to very strong
operating  results  for  the first and second quarters of 2005.   In particular,
during  2005,  its  commercial  division  has  realized an increase in bookings,
particularly  for  military  requirements  for its standard commercial products.
Both  of  the  Company's business segments had strong bookings in 2004 and 2005.
The  addition  of  Tulip  in  April 2005 added approximately $4.5 million to the
Company's  backlog.  Although the Electronics Segment and the Custom Division of
the Power Units Segment are pursuing several opportunities for reorders, as well
as  new  contract awards, the Company has normally 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 to which it applies a high confidence
level.  The  Company  currently  has  a significant amount of potential contract
awards  to which it has applied a high confidence level.  However, because it is
difficult  to  predict  the  timing  of awards for most of the opportunities the
Company  is  pursuing,  it  is  also  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  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 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.  However,  even  increased  military  spending  does  not
necessarily  guarantee the Company of increased revenues, particularly, when the
allocation  of  budget  dollars  may  vary  depending  on what may be needed for
specific  military  conflicts   Any  future  reductions in the level of military
spending  by  the  United States Government due to budget constraints or for any
other  reason, 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  addition  of  Tulip  gives  the  Electronics Segment a more
diversified  customer  base.

     The  Company's  business  strategy  is  to  expand  its  operations through
strategic,  accretive acquisitions.  Through the past several years, the Company
reviewed  various  potential  acquisitions  and  believes  there  are  numerous
opportunities  presently available.  In April 2005, it completed the acquisition
of  Tulip.  The  Company has received offers from several financial institutions
that  have  expressed  an  interest  in  helping  the  Company  with acquisition
financing.  However,  there  can  be  no  assurance it will obtain the necessary
financing  to complete additional acquisitions and even if it does, there can be
no  assurance  that  we  will  have  sufficient  income  from operations of such
acquired  companies  to satisfy the interest payments, in which case, we will be
required  to pay them out of Orbit's operations which may be adversely affected.
The  Company continues to review acquisition candidates but none have progressed
beyond  a  preliminary  due  diligence  stage.

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

     As  of  December  31,  2005,  the  Company had an amount due to its primary
lender  under  its Term Loan of approximately $4,584,000.  Interest on this Term
Loan  is  equal  to the sum of 2.25% plus the one-month LIBOR.  In addition, the
Company  has a $2,500,000 line of credit with the same lender at a rate equal to
the  sum  of  2.00%  plus  the  one-month  LIBOR.  The  Company did not have any
borrowings  under  the  line  of credit during the year ended December 31, 2005.
During  2005,  LIBOR  averaged  3.37%  and  was  4.39%  at  December  31,  2005.

The  Company also has a Promissory Note to the former shareholders of Tulip that
had  a balance of $1,800,000 at December 31, 2005.  Interest on this note was at
2.00%  over  the  prime rate of interest.  During 2005, the Bank's prime rate of
interest  averaged  6.25%  and  was  7.25%  at  December  31,  2005.

We  are subject to changes in the prime rate based on the actions of the Federal
Reserve  that  are  generally  determined  by  general  market  and  economic
fluctuations.  Any  hypothetical increase of 1% in interest rates will result in
an increase of approximately $60,000 of annual interest expense exclusive of the
impact  of  any  borrowings  under  the  Company's  line  of  credit.

None  of  the Company's variable rate of interest arrangements are hedged by any
derivative  instruments.  The  Company  believes that any moderate interest rate
increases  will  not  have  any  material  adverse  effect  on  its  results  of
operations,  liquidity  or  financial  position.

The  Company  believes  that  it is not subject in any material way to any other
forms  of  market  risk.


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

     The  Company's  management, including the Company's Chief Executive Officer
and  Chief  Financial  Officer, evaluated the effectiveness of the design of the
Company's  disclosure  controls and procedures, as defined in Rules 13a-15(e) or
15d-15(e)  under the Securities Exchange Act of 1934 as of the end of the period
covered  by  this report.  Based on that evaluation, the Chief Executive Officer
and the Chief Financial Officer concluded that the Company's disclosure controls
and  procedures  are  effective.

     There have been no changes in our internal control over financial reporting
during  the three months ended December 31, 2005, that have materially affected,
or  are  reasonably  likely  to  materially  affect,  our  internal control over
financial  reporting.

ITEM  8B.     OTHER  INFORMATION

     There  have  not  been  any other material changes in the Company's affairs
which  have not been described in a report on Form 8-K during the fourth quarter
ended  December  31,  2005.


          PART  III
          ---------

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

     Incorporated by reference to the Company's definitive proxy statement to be
filed  pursuant  to Regulation 14A promulgated under the Securities Exchange Act
of  1934  in  connection with the Company's 2006 Annual Meeting of Stockholders.

ITEM  10.     EXECUTIVE  COMPENSATION

     Incorporated by reference to the Company's definitive proxy statement to be
filed  pursuant  to Regulation 14A promulgated under the Securities Exchange Act
of  1934  in  connection with the Company's 2006 Annual Meeting of Stockholders.

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

     Incorporated by reference to the Company's definitive proxy statement to be
filed  pursuant  to Regulation 14A promulgated under the Securities Exchange Act
of  1934  in  connection with the Company's 2006 Annual Meeting of Stockholders.


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Incorporated by reference to the Company's definitive proxy statement to be
filed  pursuant  to Regulation 14A promulgated under the Securities Exchange Act
of  1934  in  connection with the Company's 2006 Annual Meeting of Stockholders.



ITEM  13.     EXHIBITS

     (a)  The  following  documents  are  filed as part of this Annual Report on
Form  10-KSB  for  the  fiscal  year  ended  December  31,  2005.

1  and  2.     Financial  Statements  and  Schedule:

     The  index  to  the  financial  statements  and schedule is incorporated by
reference  to  the  index  to financial statements which follows Item 13 of this
Annual  Report  on  Form  10-KSB.

3.  Exhibits:

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

  2.1     Stock  Purchase Agreement, dated December 13, 2004, by and among Orbit
International  Corp.,  Tulip Development Laboratory, TDL Manufacturing, Inc. and
the  respective  Shareholders  of  Tulip  Development  Laboratory,  Inc. and TDL
Manufacturing,  Inc.  Incorporated  by  reference to Exhibit 2.1 to Registrant's
Current  Report  on  Form  8-K  for  December  13,  2004.

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

  3.2     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.

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

  10.1     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.

  10.2          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.

  10.3          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.

  10.4     Form of Indemnification Agreement between the Company and each of its
Directors  dated  as  of  September  10,  2001.

  10.5     Purchase  and  Sale Agreement between the Company and 80 Cabot Realty
LLC  dated  February  26,  2001.  Incorporated  by  reference to Exhibit 4(b) to
Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2000.

  10.6     Lease  Agreement  between  the  Company and 80 Cabot Realty LLC dated
February  26,  2001.  Incorporated  by reference to Exhibit 4(b) to Registrant's
Annual  Report  on  Form  10-KSB  for  the  fiscal year ended December 31, 2000.

  10.7     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 Registrant's Annual
Report  on  Form  10-KSB  for  the  fiscal  year  ended  December  31,  2002.

  10.8     Employment  Agreement  dated  April 4, 2005 between Tulip Development
laboratory,  Inc.  and  Richard  Hetherington.  Incorporated  by  reference  to
Registrant's  Current  Report  on  Form  8-K  for  April  4,  2005.

  10.9     Custody,  Pledge and Security Agreement dated as of April 4, 2005, by
and  among  the  Company and Richard Hetherington, Joanne Hetherington, Larry M.
Bateman  and  Stephen  Hill.   Incorporated by reference to Registrant's Current
Report  on  Form  8-K  for  April  4,  2005.

  10.10     Net  Lease  dated  as  of  April  4,  2005  by  and  between  Rudy's
Thermo-Nuclear  Devices,  as  Landlord,  and  TDL  Manufacturing, Inc. and Tulip
Development  Laboratory, Inc.  Incorporated by reference to Registrant's Current
Report  on  Form  8-K  for  April  4,  2005.

  10.11     Term  Loan  and Security Agreement dated as of April 4, 2005 between
the  Company and Merrill Lynch Financial Business Services Inc.  Incorporated by
reference  to  Registrant's  Current  Report  on  Form  8-K  for  April 4, 2005.

  10.12     Collateral  Installment  Note  to  Merrill  Lynch Financial Business
Services  Inc.  dated  as  of  April 4, 2005, from the Company.  Incorporated by
reference  to  Registrant's  Current  Report  on  Form  8-K  for  April 4, 2005.

  14.1     Form  of  Code  of Ethics between the Company and its Chief Executive
Officer,  Chief Financial Officer and Chief Accounting Officer.  Incorporated by
reference to Registrant's Annual Report on Form 10K-SB for the fiscal year ended
December  31,  2003.

  21.1*     Subsidiaries  of  Registrant.

  23.1*     Consent  of  Goldstein  Golub  Kessler  LLP.

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

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

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

  32.2*     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.



ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

          Incorporated  by reference to the Company's definitive proxy statement
to be filed pursuant to Regulation 14A promulgated under the securities Exchange
Act  of  1934  in  connection  with  the  Company's  2006  Annual  Meeting  of
Shareholders.


<PAGE>

ORBIT INTERNATIONAL CORP.
 AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005


                                      ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES


                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                      ------------------------------------------



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 F-1


CONSOLIDATED FINANCIAL STATEMENTS:

   Balance Sheet as of December 31, 2005 and 2004                       F-2
   Statement of Operations for the Years Ended
     December 31, 2005 and 2004                                         F-3
   Statement of Stockholders' Equity for the Years Ended
     December 31, 2005 and 2004                                         F-4
   Statement of Cash Flows for the Years Ended
     December 31, 2005 and 2004                                       F-5-F-6
   Notes to Consolidated Financial Statements                        F-7 - F-20


<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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, 2005 and 2004, 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  financial  statements  based  on  our  audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 financial statements referred to above present fairly, in
all  material  respects, the financial position of Orbit International Corp. and
Subsidiaries  as  of  December  31,  2005  and  2004,  and  the results of their
operations  and  their  cash  flows  for the years then ended in conformity with
United  States  generally  accepted  accounting  principles.




GOLDSTEIN  GOLUB  KESSLER  LLP
New  York,  New  York

February  23,  2006

                                                                             F-1

<TABLE>
<CAPTION>

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
------------------------------------------
<S>                                                                      <C>
December 31,                                                                           2005           2004
                                                                                       ----           ----
ASSETS

Current Assets:
  Cash and cash equivalents                                                $      3,933,000       $1,112,000
  Investments in marketable securities                                            1,012,000          158,000
  Accounts receivable, less allowance for doubtful accounts of $145,000           3,695,000        2,472,000
  Inventories                                                                     9,055,000        8,265,000
  Deferred tax asset                                                                784,000          564,000
  Other current assets                                                              130,000          147,000
--------------------------------------------------------                      --------------      -----------
TOTAL CURRENT ASSETS                                                             18,609,000       12,718,000

Property and Equipment, net                                                         357,000          198,000

Goodwill                                                                          6,130,000          868,000

Intangible Assets, net                                                            1,639,000             -

Deferred Tax Asset                                                                1,219,000          200,000

Other Assets                                                                      1,198,000        1,058,000
---------------------------------------------------------                     --------------      ----------
TOTAL ASSETS                                                                $    29,152,000      $15,042,000
                                                                              ==============     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term obligations                                 $      1,125,000      $    13,000
  Accounts payable                                                                  857,000          712,000
  Accrued expenses                                                                1,447,000          976,000
  Customer advances                                                                 256,000             -
  Deferred income                                                                    85,000           85,000
----------------------------------------------------------                      -------------    -----------
TOTAL CURRENT LIABILITIES                                                         3,770,000        1,786,000

Deferred Income                                                                     513,000          598,000
Long-term Obligations, net of current maturities                                  5,279,000           20,000
                                                                                ------------    ------------
TOTAL LIABILITIES                                                                 9,562,000        2,404,000


Stockholders' Equity:
  Common stock - authorized 10,000,000 shares-
    $.10 par value; issued and outstanding-4,575,000 shares                         457,000          382,000
  Additional paid-in capital                                                     20,600,000       16,582,000
  Unearned compensation                                                          (1,340,000)      (1,516,000)
  Accumulated other comprehensive loss                                               (4,000)          (3,000)
  Accumulated deficit                                                              (123,000)      (2,807,000)
---------------------------------------------------------                       ------------    ------------
STOCKHOLDERS' EQUITY                                                             19,590,000       12,638,000

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $29,152,000      $15,042,000
                                                                                ===========      ===========

</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                             F-2

<TABLE>
<CAPTION>

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
<S>                                            <C>           <C>
YEAR ENDED DECEMBER 31,                               2005          2004
                                               -----------   ------------

Net sales                                      $24,254,000   $18,012,000

Cost of sales                                   13,420,000    10,258,000
                                               -----------   ------------
Gross profit                                    10,834,000     7,754,000

Selling, general and administrative expenses     7,973,000     6,019,000

Interest expense                                   333,000         2,000

Investment and other income, net                  (186,000)     (104,000)
                                               -----------   ------------
Total expenses, net                              8,120,000     5,917,000

Income before income tax provision (benefit)     2,714,000     1,837,000

Income tax provision (benefit)                      30,000      (100,000)
                                               -----------   ------------
Net income                                     $ 2,684,000   $ 1,937,000
                                               ===========   ============

Net income per common share: (a)
  Net income:
    Basic                                      $       .66   $       .56
                                               ===========   ============
    Diluted                                    $       .60   $       .50
                                               ===========   ============
<FN>


(a) Retroactively restated to reflect a twenty-five (25%) stock dividend
effective July 18, 2005.

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                             F-3

<TABLE>
<CAPTION>

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY
--------------------------------------------------
<S>                                     <C>            <C>            <C>               <C>           <C>
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------
                                  COMMON STOCK
                                10,000,000 SHARES                                                              ACCUMULATED
                                   AUTHORIZED      ADDITIONAL                                                     OTHER
                               SHARES               PAID-IN    ACCUMULATED    TREASURY STOCK       UNEARNED    COMPREHENSIVE
                               ISSUED(a) AMOUNT(a)  CAPITAL(a)   DEFICIT      SHARES(a)   AMOUNT   COMPENSATION    LOSS       TOTAL
                              --------  -------   ----------- -----------  ---------- -----------  -----------  -------- ----------
Balance at January 1, 2004   5,030,000  $503,000  $24,483,000 $(4,744,000) (1,585,000) $(9,850,000)    -            -   $10,392,000

Exercise of options and
 warrants                       82,000     8,000       76,000       -           -           -          -            -        84,000

Issuance of warrants              -         -          94,000       -           -           -          -            -        94,000

Issuance of restricted stock   294,000    29,000    1,547,000       -           -           -    $(1,516,000)       -        60,000

Retirement of treasury
 stock                      (1,585,000) (158,000)  (9,692,000)      -       1,585,000   9,850,000      -            -          -

Tax benefit of stock option
 exercise                         -         -          74,000       -           -           -          -            -        74,000

Other comprehensive loss          -         -            -          -           -           -          -        $(3,000)     (3,000)

Net income                        -         -            -      1,937,000       -           -          -            -     1,937,000
                            ----------  -------- ---------- -----------  ----------    -----------  -------    --------  ----------
Balance at December 31, 2004 3,821,000   382,000   16,582,000  (2,807,000)      -           -     (1,516,000)    (3,000) 12,638,000

Amortization of
 restricted stock                 -         -            -          -           -           -        176,000        -       176,000

Issuance of common stock
 for Tulip acquisition         206,000    20,000    1,480,000       -           -           -          -            -     1,500,000

Exercise of options            548,000    55,000    1,299,000       -           -           -          -            -     1,354,000

Tax benefit of stock option
 exercise                         -         -       1,239,000       -           -           -          -            -     1,239,000

Other comprehensive loss          -         -            -          -           -           -          -        (1,000)      (1,000)

Net income                        -         -            -      2,684,000       -           -          -            -     2,684,000
                              ---------   -------- ----------  -----------  ---------  --------- -----------   -------- -----------
Balance at December 31, 2005 4,575,000  $457,000  $20,600,000 $  (123,000)      -           -    $(1,340,000)  $(4,000) $19,590,000
                             =========  ========  =========== ============ ==========  ========= ===========   ======== ===========

</TABLE>
(a) Retroactively restated to reflect a twenty-five (25%) stock dividend
effective July 18, 2005.


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                             F-4

<TABLE>
<CAPTION>

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------------
<S>                                                                               <C>            <C>

Year Ended December 31,                                                           2005              2004
-----------------------                                                           ----             -----

Cash flows from operating activities:

  Net income                                                                $ 2,684,000     $ 1,937,000

  Adjustments to reconcile net income to net cash provided by
     operating activities:

    Amortization of intangible assets                                           326,000             -
    Depreciation                                                                161,000          69,000
    Bond premium amortization                                                    23,000           2,000
    Bad debt                                                                      9,000           2,000
    Expense due to restricted stock awards                                      176,000          59,000
    Expense due to issuance of warrants                                            -             94,000
    Deferred income                                                             (85,000)        (86,000)
    Deferred tax benefit                                                     (1,239,000)       (174,000)
    Tax benefit of options exercised                                          1,239,000          74,000
    Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable                                (63,000)        141,000
      Decrease (increase) in inventories                                         50,000      (1,188,000)
      Decrease in other current assets                                           29,000          11,000
      Increase in other assets                                                 (140,000)       (189,000)
      Decrease in accounts payable                                             (108,000)        (47,000)
      Decrease in customer advances                                              40,000            -
      Increase (decrease) in accrued expenses                                   271,000        (118,000)
      Decrease in amount due to former shareholders of Tulip                   (450,000)           -
                                                                            -----------      -----------
     NET CASH PROVIDED BY OPERATING ACTIVITIES                                2,923,000         587,000

Cash flows from investing activities:

    Cash paid for acquisition of Tulip, net of cash received of $693,000     (4,834,000)           -
    Purchase of marketable securities                                          (879,000)       (108,000)
    Purchase of property and equipment                                         (114,000)       (103,000)
                                                                            -----------      ----------
   NET CASH USED IN INVESTING ACTIVITIES                                     (5,827,000)       (211,000)

Cash flows from financing activities:

  Proceeds from issuance of long term debt                                    5,000,000             -
  Repayments of long-term debt                                                 (629,000)      (146,000)
  Proceeds from exercise of options                                           1,354,000         84,000
  Restricted stock award                                                          -              1,000
                                                                             ----------     -----------
  NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                         5,725,000        (61,000)


(continued)
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                             F-5


ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(continued)
-----------------------------------


Net increase in cash and cash equivalents                                     2,821,000       315,000

Cash and cash equivalents at beginning of year                                1,112,000       797,000
                                                                             ----------      --------
Cash and cash equivalents at end of year                                     $3,933,000    $1,112,000
                                                                            ===========   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:


  Cash paid during the year for interest                                      $ 266,000  $     2,000
                                                                              ========= ============
<FN>


SUPPLEMENTAL  SCHEDULE  OF  NONCASH  INVESTING  AND  FINANCING  ACTIVITIES:

The  Company  purchased  all  of  the  capital  stock of Tulip Development Laboratory, Inc. and its manufacturing affiliate, TDL
Manufacturing,  Inc.  for  $9,027,000.  In  conjunction  with  the  acquisition, net assets with a fair value of $1,800,000 were
acquired.

In  connection  with  the  aforementioned acquisition, the Company funded $2,000,000 of the purchase price with promissory notes
issued to the former shareholders of Tulip. Also in connection with the acquisition, approximately 206,000 shares of Orbit, $.10
par  value,  common  stock,  valued  at  approximately  $1,500,000,  was  issued  to  the  former  shareholders  of  Tulip.


</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                             F-6

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED 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 Electronics Segment is
comprised  of  the  Orbit  Instrument  Division  and  the Company's wholly owned
subsidiary,  Tulip Development Laboratory, Inc. and its manufacturing affiliate,
TDL  Manufacturing,  Inc.  The  Electronics  Segment  is  engaged in the design,
manufacture and sale of customized electronic components and subsystems;     (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.   ACQUISITION:
-----------------

     On  April  4,  2005, the Company acquired all of the issued and outstanding
capital stock of Tulip. The primary reason for the acquisition was the expansion
of  both  our  customer  and  product  bases and the possibility of accretion to
earnings. The total purchase price was $9.027 million consisting of $5.0 million
in  cash, which was funded by a term loan, a $2.0 million promissory note to the
sellers,  approximately 206,000 shares of Orbit stock valued at $1.5 million and
direct  acquisition  costs  of  approximately  $527,000.  Included in the direct
acquisition  costs  was a $138,000 liability at December 31, 2005, in connection
with  the Company agreeing to reimburse the sellers for additional tax owed as a
result  of  an  election  under  Internal  Revenue  Code  338  (h)  (10).

     The Tulip acquisition was accounted for as a purchase, and accordingly, the
assets  purchased  and  liabilities  assumed  are  included  in the consolidated
balance  sheet  as  of  December  31,  2005.  The operating results of Tulip are
included in the consolidated financial statements since the date of acquisition.

     In  accordance with SFAS No. 141, Business Combinations, the purchase price
was  allocated  to  the  tangible and intangible assets acquired and liabilities
assumed based on their estimated fair values. The excess purchase price over the
fair  values  is  recorded as goodwill. The fair values assigned to tangible and
intangible  assets  acquired  and liabilities assumed are based on estimates and
assumptions  made  by  management and their consultants. In accordance with SFAS
No.  142,  Goodwill  and  Other Intangible Assets, goodwill is not amortized but
will  be  reviewed at least annually for impairment. Purchased intangible assets
with  finite  lives  will  be  amortized  on  a  straight-line  basis over their
respective  estimated useful lives. The total purchase price has been  allocated
as  follows:

     Tangible assets and liabilities:

      Cash                                         $  693,000
      Accounts receivable                           1,169,000
      Inventories                                     840,000
      Other current assets                             12,000
      Property and equipment                          206,000
      Accounts payable                               (254,000)
      Accrued expenses                               (200,000)
      Due to stockholders                            (450,000)
      Customer advances                              (216,000)
                                                   -----------

     Total net tangible assets and liabilities      1,800,000

                                                                     (continued)

                                                                             F-7

     Amortizable intangible assets:
      Contract backlog                               1,650,000
      Non-compete provision of employment contract     315,000
                                                   -----------

     Total amortizable intangible assets             1,965,000

     Goodwill                                        5,262,000
                                                    ----------

     Total purchase price                           $9,027,000
                                                    ==========


     The  following  summarized  pro  forma  financial  information presents the
combined  results of the Company and Tulip as if the acquisition had occurred as
of  the  beginning of periods presented. Adjustments, which reflect amortization
of  purchased intangible assets, interest on debt to finance the acquisition and
recalculation  of  bonuses  due to adjustments  to net income, have been made to
the  combined  results  of  operations for the years ended December 31, 2005 and
2004.  The unaudited summarized pro forma financial information is presented for
informational  purposes only and may not be indicative of what actual results of
operations  would have been had the acquisition occurred at the beginning of the
dates  presented  nor does it purport to represent the results of operations for
future  periods.

                                               Year ended
                                              December 31,

                             2005                           2004
                   (Pro forma and Unaudited)   (Pro forma and Unaudited)
                   -------------------------   -------------------------

     Net  Sales          $25,908,000                   $22,828,000
                         ===========                   ===========

     Net  Income           2,847,000                     1,986,000
                           =========                     =========

     Basic  earnings
      per  share              0.69                          0.54
                              ====                          ====
     Diluted  earnings
      per  share              0.63                          0.48
                              ====                          ====

 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     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.

     As  described in Note 2, the Company acquired Tulip Development Laboratory,
Inc.  and  its  manufacturing  affiliate  TDL Manufacturing, Inc., collectively,
("Tulip"), on April 4, 2005. Operating results for Tulip for the period April 1,
2005  through  April 4, 2005 are included in these financial statements but were
not  material.

     On  June  24,  2005,  the Board of Directors approved a twenty-five percent
(25%)  stock  dividend  to  shareholders of record on July 18, 2005. The payable
date  for  the dividend was July 29, 2005. 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  financial  statements have been retroactively restated to
reflect  the  stock  dividend.

                                                                             F-8

     During  the  third  quarter  of  2004,  the  Board of Directors unanimously
approved  the  retirement  of  the Company's 1,584,623 shares of treasury stock.

     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 bank 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 (specific and average) 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 3 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,  based on quoted market prices, with the unrealized gains and losses, net
of  income  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.

     The  Company  recognizes  deferred  tax assets and liabilities based on the
expected  future  tax  consequences  of  events  that  have been included in the
financial  statement  or tax returns. Under this method, deferred tax assets and
liabilities  are  determined  based  on  the  difference  between  the financial
statement  and  tax  bases  of assets and liabilities using enacted tax rates in
effect  for the year in which the differences are expected to reverse. Valuation
allowances  have  been  established  to reduce deferred tax assets to the amount
expected  to  be  realized.

     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.

     All  of  our  contracts  are  for  products  made  to  specific  customer
specifications  with  no  right  of  return. All of our units are shipped with a
one-year  warranty.  The  costs  to  repair units within the warranty period was
immaterial  during  the  years  ended  December  31,  2005  and  2004.

                                                                             F-9

     The  Company's  freight and delivery costs were $86,000 and $66,000 for the
years  ended  December 31, 2005 and 2004, respectively. These costs are included
in  selling,  general  and  administrative  expenses.

     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.

     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, 2005 and 2004:
risk-free  interest  rates of 3.92% and 3.81% to 4.58% respectively; no dividend
yield;  volatility  factors of the expected market price of the Company's common
stock of 55% and 116%, respectively; and a weighted-average expected life of the
options  of  9.0  years.

     In  December  2004,  the  FASB  issued  Statement  of  Financial Accounting
Standards  No. 123R (Revised 2004), Share-Based Payment ("SFAS No. 123R"), which
requires that the compensation cost relating to share-based payment transactions
be  recognized  in  financial statements based on alternative fair value models.
The  share-based  compensation  cost will be measured based on the fair value of
the  equity or liability instruments issued. The Company currently discloses pro
forma  compensation  expense  quarterly  and  annually  by calculating the stock
option  grants'  fair  value  using  the  Black-Scholes  and  Binomial model and
disclosing  the  impact  on net income and net income per share in a Note to the
Consolidated  Financial  Statements. Upon adoption, pro forma disclosure will no
longer  be  an  alternative.  The table at the end of this footnote reflects the
estimated  impact  that  such a change in accounting treatment would have had on
our net income and net income per share if it had been in effect during the year
ended  December  31,  2005.  SFAS  No.  123R  also  requires the benefits of tax
deductions  in  excess  of  recognized  compensation  cost  to  be reported as a
financing  cash  flow  rather  than  as an operating cash flow as required under
current  literature.  This  requirement will reduce net operating cash flows and
increase  net  financing cash flows in periods after adoption. While the Company
cannot  estimate  what  those  amounts  will  be  in  the  future, the amount of
operating  cash flows recognized for such deductions were $1,239,000 in 2005 and
$74,000  for  2004. The Company will begin to apply SFAS No. 123R using the most
appropriate fair value model as of the interim reporting period ending March 31,
2006.

     Except  for  the  aforementioned SFAS No. 123R, 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.

                                                                            F-10

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:

December 31,                                       2005             2004
                                                  -----            -----

Net income - as reported                      $2,684,000       $1,937,000

Add:  Stock-based employee compensation
expense included in reported net income,
net  of  related  tax  effect                    176,000           59,000

Deduct:  Total  stock-based  employee
 compensation  expense  determined
 under  fair-value-based  method  for  all
 awards,  net  of  related  tax  effect         (245,000)        (995,000)
                                               ---------       ----------
Net  income  -  pro  forma                    $2,615,000       $1,001,000
                                              ==========       ==========

Basic  income  per  share  -  as reported     $      .66       $      .56
                                              ==========       ==========

Basic  income  per  share  -  pro  forma      $      .64       $      .29
                                             ===========       ==========

Diluted  income  per  share - as reported     $      .60       $      .50
                                              ==========       ==========

Diluted  income  per  share  -  pro forma     $      .59       $      .26
                                              ==========       ==========

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, 2005 and 2004.

Research and development costs are expensed when incurred.  The Company expensed
approximately  $1,110,000  and  $967,000 for research and development during the
years  ended  December  31,  2005  and  2004,  respectively.  Such  expenses are
included  in  selling,  general  and  administrative  expenses.



4.  INVENTORIES:

Inventories  consist  of  the  following:


December 31,                2005           2004
                      ----------    -----------
Raw materials         $4,637,000     $4,303,000
Work-in-progress       3,813,000      3,478,000
Finished goods           605,000        484,000
                      ---------     -----------
                      $9,055,000     $8,265,000
                     ===========    ===========

                                                                            F-11

 5.  COMPREHENSIVE INCOME:

     For  the  years  ended  December  31,  2005  and  2004,  total
comprehensive  income was $2,683,000 and $1,934,000, respectively. Comprehensive
income  consists  of  net  income  and unrealized gains and losses on marketable
securities.

 6.  INTANGIBLE ASSETS:

     The  Company  applies  Statement of Financial Accounting Standards ("SFAS")
No.  142,  Goodwill  and  Other  Intangible  Assets.  SFAS  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.

     Intangible assets with finite lives are being amortized over three and five
years.  Amortization  expense  for  the  next  five  years  is expected to be as
follows:

                         Year  ending  December  31,

                           2006           $    435,000
                           2007                435,000
                           2008                356,000
                           2009                330,000
                           2010                 83,000
                                             ----------
                            Total           $1,639,000
                                            ==========



  7.  PROPERTY  AND  EQUIPMENT:

     Property  and  equipment  consists  of:

<TABLE>
<CAPTION>

<S>                       <C>                      <C>         <C>
December 31,                                 2005        2004
                                       ----------  ----------
Leasehold improvements                 $  121,000     $22,000
Computer equipment                        237,000     145,000
Machinery and equipment                 1,271,000   1,223,000
Furniture and fixtures                    575,000     543,000
                                        ---------  ----------
                                        2,204,000   1,933,000
Accumulated depreciation                1,847,000   1,735,000
                                        ---------  ----------
                                       $  357,000  $  198,000
                                       ========== ===========
</TABLE>


  8.  DEBT:
     In  April  2005,  the  Company  entered  into  an amended $2,500,000 credit
facility  with a commercial lender secured by accounts receivable, inventory and
property  and  equipment.  The  agreement  will  continue  from  year  to  year
thereafter  unless  sooner  terminated  for  an  event  of  default  including
non-compliance  with  financial  covenants.  Loans  under the facility will bear
interest  equal  to  the  sum  of 2.00% plus the one-month LIBOR rate (4.39% and
2.40%  at  December  31,  2005  and  2004,  respectively).  No amounts have been
borrowed  under  the  credit  facility.



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

                                                                            F-12



December 31,                                  2005                  2004
------------                                  ----                  ----

Promissory  note  payable  to  the
sellers  of  a discontinued apparel
division through  February  2005          $      -              $   3,000

Promissory  note  with the former
shareholders of Tulip, collateralized
by Tulip stock,  at  an  interest
rate of Prime (7.25% at December 31, 2005)
plus 2.00%, payable  in  quarterly
principal  installments  of  $100,000
through  2010.                              1,800,000                  -

Term loan agreement collateralized
by all business assets of Company.
Payable in fifty-nine  monthly principal
payments of approximately $60,000 and a
sixtieth payment of approximately
$1,500,000. The loan bears interest equal
to the sum of 2.25% plus one-month
LIBOR  (4.39% at December 31, 2005.)        4,584,000                  -

Capitalized  lease  obligation
collateralized by certain machinery,
interest at 8.6%, payable in monthly
installments of $870 through 2007              20,000               30,000
                                           ----------          -----------
                                            6,404,000               33,000
Less  current  portion                      1,125,000               13,000
                                          -----------         ------------
                                         $  5,279,000            $  20,000
                                         ============         ============

     Principal  payments  due  on  the  Company's long-term debt are as follows:

Year ending December 31,

     2006    $1,125,000
     2007     1,124,000
     2008     1,114,000
     2009     1,114,000
     2010     1,927,000
             ----------
             $6,404,000
             ==========

                                                                            F-13

  9.  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  stock  options and restricted stock awards to acquire up to 1,641,000
common  shares.  Additionally,  the  plans authorize the granting to nonemployee
directors  of  the Company options to acquire up to 125,000 common shares.  Each
plan  grants  options  at the market value of the Company's stock on the date of
such grant.  All options and restricted stock grants are exercisable at times as
determined  by  the  board of directors, not to exceed 10 years from the date of
grant.

 The  following  table  summarizes  activity  in  stock  options:


December  31,                                     2005                    2004
-------------                                  -------                   ------

                                               Weighted-               Weighted-
                                                average                 average
                                                Exercise               Exercise
                                      Options    Price       Options     Price
                                    ---------   -------     -------   --------
Outstanding  at  beginning
 of  year                           1,158,000    $2.70    1,090,000     $1.62

Granted                                 5,000    $8.78      104,000     $5.95

Forfeited                                -         -           -          -

Exercised                            (548,000)   $2.48      (36,000)    $2.26
                                     ---------  -----     ---------    ------
Outstanding  at  end  of  year        615,000    $2.96     1,158,000    $2.70
                                      =======              =========

Exercisable  at  end  of  year        610,000              1,133,000
                                      =======              =========

Weighted-average  fair
 value  of  options  granted
 during  the  year                              $8.78                  $5.66
                                                =====                  =====

The  following  table summarizes information about stock options outstanding and
exercisable  at  December  31,  2005:

                       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
---------------   -----------   -------  --------  -------------  -------
$ .60  -  $1.07     175,000       5.00     $1.06     175,000       $1.06
$1.26  -  $1.62      32,000       3.00     $1.39      32,000       $1.39
$1.92  -  $2.04     159,000       4.00     $1.92     159,000       $1.92
$2.40  -  $3.70      10,000       5.00     $3.35      10,000       $3.35
$4.51  -  $8.78     239,000       8.00     $5.22     234,000       $5.14
---------------   ---------     ------    ------    -------       ------
$ .60  -  $8.78     615,000       6.00     $2.96     610,000       $2.89
===============    ========      =====     =====    ========       =====

                                                                            F-14

At  December  31,  2005, 100,000 shares of common stock were reserved for future
issuance  of  stock  options.

During  2004,  294,000  shares  of  restricted  stock  were  awarded  to  senior
management under the 2003 Employee Stock Incentive Plan. The unearned portion of
this  grant is treated as a component of stockholders equity. The vesting period
for 13,000 and 281,000 of these shares is three and ten years, respectively. The
amount  of  compensation  expense related to restricted stock awards in 2005 was
$176,000.

In  June 2003, the Company issued 78,000 warrants to its investment banker at an
exercise  price  of $3.86 per share. At December 31, 2004, all of these warrants
were  converted  into  46,000  shares  of  common  stock  pursuant to a cashless
exercise.

 10.  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 $184,000 and $163,000 to the plan during
the years ended December 31, 2005 and 2004, respectively.

  11.  INCOME TAXES:

     For  the  year  ended December 31, 2005, the Company utilized net operating
loss  carryforwards to offset income taxes except for a $30,000 state income tax
expense  in  Pennsylvania.  For  the  year  ended December 31, 2004, the Company
utilized net operating loss carryforwards to offset all income, and accordingly,
recorded  no  provision  for  income  taxes.

     At  December  31, 2005 and 2004, the Company has an alternative minimum tax
credit  of approximately $573,000 and $564,000, respectively, with no limitation
on the carryforward period. The Company also has federal and state net operating
loss carryforwards of approximately $25,000,000 and $9,700,000, respectively, at
December  31,  2005.  The  net operating loss carryforwards expire through 2025.

     During  the  year ended December 31, 2005, the Company's deferred tax asset
increased  principally  due to an income tax benefit relating to the exercise of
stock  options  during  the  year.  During the year ended December 31, 2004, the
Company's  deferred tax asset increased principally due to an income tax 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,
2004,  consist  of:

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

                                                                            F-15

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,                                      2005        2004
                                                  ----        ----
Tax at U.S. statutory rates                       34.0%      34.0%
State taxes                                        7.0        6.0
Exercise of stock options                           -        (1.0)
Utilization of net operating loss carryforward   (40.0)     (19.0)
Reduction in valuation allowance                    -       (25.0)
                                                ------     -------
                                                   1.0%      (5.0)%
                                                 =====     ========

The deferred tax asset is comprised of the following:


December 31,                                            2005              2004
                                                  ------------    -------------

Alternative minimum tax credit carryforward     $     573,000    $      564,000

Net operating loss and capital
 loss carryforwards(including pre-acquisition
  net operating loss carryforwards)                 8,774,000         8,370,000

Temporary differences in bases of assets and
 liabilities:
  Accounts receivable and inventory                   413,000           371,000
  Goodwill                                            122,000           336,000
  Deferred revenue                                    219,000           250,000
  Accrued expenses                                    100,000            62,000
  Property and equipment                              (13,000)          (24,000)
                                                   ----------     --------------
                                                      841,000           995,000
                                                   ----------     -------------
Total deferred tax asset                           10,188,000         9,929,000

Valuation allowances                               (8,185,000)       (9,165,000)
                                                 ------------    --------------
Net deferred tax asset                          $   2,003,000    $      764,000
                                                =============    ==============


12.  SIGNIFICANT  CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK:

     Sales  to  significant customers accounted for approximately 51% (17%, 12%,
11% and 11%) and 56% (25%, 20%, and 11%) of the Company's consolidated net sales
for  the  years  ended  December  31,  2005  and  2004,  respectively.

     Significant  customers  of  the Company's Electronics Segment accounted for
approximately  51%  (19%,  18%  and  14%) and 86% (41%, 18%, 16% and 11%) of the
Electronics  Segment's net sales for the years ended December 31, 2005 and 2004,
respectively.

     Significant  customers  of  the Company's Power Units Segment accounted for
approximately 31% (17% and 14%) of the Power Units Segment's net sales for 2005.
One  significant  customer  of  the  Company's Power Units Segment accounted for
approximately  23%  of  the  Power  Units Segment's net sales for the year ended
December  31,  2004.


                                                                            F-16

     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 sales, if any, will not have a material effect
on  the  Company's  consolidated  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.


 13. 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 Tulip's facility, 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, 2005 under all 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,
     2006                            $     584,000
     2007                                  598,000
     2008                                  564,000
     2009                                  555,000
     2010                                  502,000
     Thereafter                          1,039,000
                                     -------------
Total future minimum lease payments     $3,842,000
                                     =============

Rent  expense  for  operating leases was approximately $499,000 and $409,000 for
the  years  ended  December  31,  2005  and  2004,  respectively.

  14.  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 three other principal officers, for aggregate
     annual  compensation  of $1,717,000. 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 six officers are entitled to bonuses
     based  on  a  percentage  of earnings before taxes, as defined. Total bonus
     compensation  expense was approximately $398,000 and $182,000 for the years
     ended December 31, 2005 and 2004, respectively.

                                                                            F-17

  15.   BUSINESS  SEGMENTS:

     The  Company  operates  through  two  business  segments.  The  Electronics
Segment  is  comprised of the Orbit Instrument Division and the Company's wholly
owned  subsidiary,  Tulip  Development  Laboratory,  Inc.  and its manufacturing
affiliate,  TDL  Manufacturing,  Inc.  The Electronics Segment is engaged in the
design, manufacture and sale of customized electronic components and subsystems.
The  Company's  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,  2005  and  2004:


Year ended December 31,                        2005              2004
-----------------------                        ----              ----

Net sales:

Electronics:
  Domestic                             $ 13,878,000       $ 9,806,000
  Foreign                                   868,000            73,000
                                        -----------      ------------
Total Electronics                        14,746,000         9,879,000

Power Units:
  Domestic                                8,894,000         7,470,000
  Foreign                                   614,000           663,000
                                       -----------       ------------
Total Power Units                         9,508,000         8,133,000
                                       ------------      ------------
Total net sales                         $24,254,000       $18,012,000
                                       ===========       ============


Income (expenses) from operations:
  Electronics                          $  2,812,000     $  2,115,000
  Power Units                             1,587,000          647,000
  General corporate expenses
    not allocated                        (1,538,000)     (1,027,000)
   Interest expense                        (333,000)         (2,000)
  Investment and other income, net          186,000         104,000
                                       ------------      -----------
  Income from operations
   before income taxes                 $  2,714,000    $  1,837,000
                                       ============     ============

                                                                            F-18

December 31,                                   2005            2004
------------                                  -----            ----
Assets:
  Electronics                          $  8,383,000     $  5,386,000
  Power Units                             4,854,000        5,696,000
General corporate assets
           not allocated                 15,915,000        3,960,000
                                        -----------     -----------
      TOTAL ASSETS                      $29,152,000      $15,042,000
                                        ==========      ============
Depreciation and amortization:
  Electronics                         $     468,000     $     51,000
  Power Units                                19,000           18,000
  Corporate                                 199,000           61,000
                                      -------------   --------------
  TOTAL DEPRECIATION AND AMORTIZATION $     686,000     $    130,000
                                      ============    ==============


  16.  INCOME  PER  COMMON  SHARE:

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


Year  ended  December  31,                         2005          2004
                                                -------         -----
Denominator:
  Denominator for basic income per
   share - weighted-average common shares     4,056,000     3,478,000

Effect of dilutive securities:
  Unearned portion of restricted stock awards    65,000        17,000
  Employee and director stock options           348,000       389,000
  Warrants                                         -           15,000
                                              ---------    ----------
Dilutive potential common shares                413,000       421,000
                                              ---------   -----------
Denominator for diluted income
 per share - weighted-average common
 shares and assumed conversions               4,469,000     3,899,000
                                              ========      =========

The  numerator  for  basic  and  diluted  income  per  share for the years ended
December  31,  2005  and  2004  is  the  net  income  for  each  year.

Stock  options  and  a  certain  unvested  portion  of  a restricted stock award
totaling 11,000 shares were outstanding during the year ended December 31, 2004,
but were not included in the computation of earnings per share. The inclusion of
these  instruments  would  have  been  antidilutive due to the options' exercise
prices  and  grant  date market price of the restricted stock being greater than
the  average  market  price of the Company's common shares during the respective
periods.

                                                                            F-19

      17.   RELATED PARTY TRANSACTION:

 Tulip  leases  its  facilities from a limited partnership, the ownership of
which  is  controlled  by  the  former shareholders of Tulip. The lease is for 5
years  and provides for monthly payments of $9,100 and increases by 2% each year
for  the  first two renewal periods and by 3% for the final two renewal periods.
For the year ended December 31, 2005, the total amount paid under this lease was
approximately  $82,000.

                                                                            F-20

                                   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  30,  2006                    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  30,  2006

/s/ Mitchell Binder     Vice President-Finance,
--------------------    Chief Financial Officer,
Mitchell Binder         and Director
                        (Principal  Financial  Officer)  March  30,  2006

/s/  Bruce  Reissman
---------------------
Bruce Reissman          Executive Vice President,
                        Chief Operating Officer and
                        Director                         March  30,  2006

/s/  Arthur  Rhein
-------------------
Arthur  Rhein           Director                         March  30,  2006

/s/  Bernard  Karcinell
------------------------
Bernard  Karcinell      Director                         March  30,  2006

 /s/  Lee  Feinberg
-------------------
Lee  Feinberg           Director                         March  30,  2006