UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q
(Mark one)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                 For the Quarterly period ended March 31, 2011
                                       OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                  For the transition period from           to

                         COMMISSION FILE NUMBER 0-3936

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

           DELAWARE                                      11-1826363
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    Identification Number)

  80 CABOT COURT, HAUPPAUGE, NEW YORK                      11788
 (Address of principal executive offices)               (Zip Code)

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

                                      N/A
   (Former name, former address and formal fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  past 12 months (or for such shorter period that the registrant was required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days.
Yes X        No ____
   ===
Indicate  by  check mark whether the registrant has submitted electronically and
posted  on  its corporate Web site, if any, every Interactive Data File required
to  be submitted and posted pursuant to Rule 405 of Registration S-T  232.405 of
this  chapter)  during  the preceding 12 months (or for such shorter period that
the  registrant  was  required  to  submit  and  post  such  files). Yes__ No__

Indicate  by  check mark whether the Registrant is a large accelerated filer, an
accelerated  filer,  a  non-accelerated  filer,  or a smaller reporting company.
          Large  accelerated  filer ___      Accelerated  Filer   ____
          Non-accelerated  filer    ___      Smaller  reporting  company  X
                                                                         ===
Indicate  by  check mark whether the registrant is a shell company(as defined in
Rule  12b-2  of  the  Exchange  Act): ___ Yes  X  No
                                              ===
Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest practicable date: 4,734,220 shares of common
stock,  par  value  $.10,  as  of  May  14,  2011.

<TABLE>
<CAPTION>

                                      INDEX
<S>                                                                          <C>
                                                                              Page No.
                                                                             ---------
Part I.          Financial Information:

Item 1 - Financial Statements:

Condensed Consolidated Balance Sheets -
 March 31, 2011(unaudited) and December 31, 2010                                  3-4

Condensed Consolidated Statements of Operations
 for the Three Months Ended
  March 31, 2011 and 2010 (unaudited)                                              5

Condensed Consolidated Statements of Cash Flows
 for the Three Months Ended March 31, 2011
  and 2010 (unaudited)                                                           6-7

Notes to Condensed Consolidated Financial Statements (unaudited)                 8-17

Item 2 - Management's Discussion and Analysis of Financial
            Condition and Results of Operations                                 18-28

Item 3. - Quantitative and Qualitative Disclosures
             About Market Risk                                                    28

Item 4. - Controls and Procedures                                                 28

Part II. Other Information:

Item 1 -  Legal Proceedings                                                       29

Item 2 -  Unregistered Sales of Equity Securities and Use of Proceeds             29

 Item 3 - Defaults Under Senior Securities                                        29

 Item 4 - (Removed and Reserved)                                                  29

 Item 5 - Other Information                                                       29

 Item 6 - Exhibits                                                                29

Signatures                                                                        30

Exhibits                                                                        31-36
</TABLE>



<PAGE>


<TABLE>
<CAPTION>


                                               PART I - FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

                                         ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                                            CONDENSED CONSOLIDATED BALANCE SHEETS


<S>                                                    <C>            <C>
                                                        March 31,     December 31,
ASSETS                                                   2011            2010
-----------------                                      ----------     ------------
                                                      (unaudited)
Current assets:

 Cash and cash equivalents                            $   804,000     $ 1,964,000
 Investments in marketable securities                     152,000         146,000
 Accounts receivable (less allowance for
  doubtful accounts of $145,000)                        4,570,000       3,927,000
 Inventories                                           12,770,000      11,627,000
 Costs and estimated earnings in excess
  of billings on uncompleted contracts                    532,000         468,000
 Deferred tax asset                                       602,000         391,000
 Other current assets                                     982,000       1,043,000
                                                       ----------     -----------
    Total current assets                               20,412,000      19,566,000

Property and equipment, net                             1,171,000       1,172,000

Goodwill                                                1,688,000       1,688,000

Deferred tax asset                                      1,635,000       1,847,000

Other assets                                              104,000         106,000
                                                      -----------     -----------

TOTAL ASSETS                                          $25,010,000     $24,379,000
                                                      ===========     ===========


<FN>

The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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



<S>                                                       <C>                     <C>
                                                         March 31,           December 31,
                                                           2011                  2010
                                                      --------------         -------------
LIABILITIES AND STOCKHOLDERS' EQUITY                   (unaudited)
------------------------------------------

Current liabilities:

 Current portion of long-term debt                      $  931,000            $   931,000
 Accounts payable                                        1,188,000                794,000
 Note payable - bank                                     1,017,000                387,000
 Liability associated with former chief
  executive officer                                      1,081,000              1,194,000
 Accrued expenses                                        1,001,000              1,051,000
 Customer advances                                          37,000                118,000
 Deferred income                                            85,000                 85,000
                                                      -------------          --------------

Total current liabilities                                5,340,000              4,560,000

Deferred income                                             64,000                 86,000

Liability associated with former chief
 executive officer, net of current portion                  29,000                494,000

Long-term debt, net of current
 portion                                                 2,793,000              3,026,000
                                                    --------------           -------------

Total liabilities                                        8,226,000              8,166,000
                                                    --------------           -------------

STOCKHOLDERS' EQUITY

Common stock - $.10 par value, 10,000,000 shares
 authorized, 5,103,000 and 5,101,000 shares issued
  at 2011 and 2010, respectively, and 4,734,000 and
   4,732,000 shares outstanding at 2011 and 2010,
    respectively                                           510,000                510,000
Additional paid-in capital                              22,403,000             22,360,000
Treasury stock, at cost, 369,000 shares
 at 2011 and 2010                                         (915,000)              (915,000)
Accumulated other comprehensive gain, net of tax            23,000                 19,000
Accumulated deficit                                     (5,237,000)            (5,761,000)
                                                    --------------          --------------

Total stockholders' equity                              16,784,000             16,213,000
                                                    --------------          --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $   25,010,000          $  24,379,000
                                                    ==============          ==============

<FN>


             The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>

        ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       (unaudited)


                                    Three Months Ended
                                       March 31,
<S>                             <C>          <C>
                                    2011        2010
                               -----------  -------------

Net sales                       $6,812,000   $5,532,000

Cost of sales                    3,885,000    3,690,000
                                -----------  -----------

Gross profit                     2,927,000    1,842,000
                                -----------  -----------

Selling, general and
 administrative
  expenses                       2,368,000    2,469,000
Interest expense                    53,000       57,000
Investment and
 other income, net                 (34,000)     (41,000)
                                -----------  -----------

Income (loss) before
 income tax provision              540,000     (643,000)

Income tax provision                16,000        4,000
                                -----------  -----------

NET INCOME (LOSS)               $  524,000   $ (647,000)
                                ===========  ===========

Net income (loss) per
common share:

Basic                           $     0.11   $    (0.15)
                                ===========  ===========
Diluted                         $     0.11   $    (0.15)
                                ===========  ===========


<FN>


The accompanying notes are in integral part of these condensed consolidated
financial statements.

</TABLE>


<TABLE>
<CAPTION>


                                         ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        (unaudited)

                                                     Three Months Ended
                                                         March 31,
<S>                                               <C>               <C>
                                                       2011          2010
                                                -----------   -------------
Cash flows used in operating activities:

Net income (loss)                               $   524,000   $  (647,000)

Adjustments to reconcile net income (loss)
 to net cash used in operating activities:

Share-based compensation expense                     40,000        82,000
Amortization of intangible assets                         -        86,000
Depreciation and amortization                        69,000        67,000
Inventory reserves                                   40,000         8,000
(Gain) loss on sale of marketable securities         (5,000)        5,000
Bond premium amortization                                 -         1,000
Deferred income                                     (22,000)      (21,000)

Changes in operating assets and liabilities:

Accounts receivable                                (643,000)      361,000
Inventories                                      (1,183,000)     (895,000)
Costs and estimated earnings in excess of
 billings on uncompleted contracts                  (64,000)     (315,000)
Other current assets                                 61,000        29,000
Other assets                                          2,000             -
Accounts payable                                    394,000       268,000
Accrued expenses                                    (50,000)        5,000
Income taxes payable                                      -       (37,000)
Customer advances                                   (81,000)       29,000
Liability associated with former
 senior officer                                    (578,000)           -
                                                ------------   ------------

Net cash used in operating activities            (1,496,000)     (974,000)
                                                 -----------  ------------

Cash flows from investing activities:

Purchases of property and equipment                 (74,000)     (157,000)
Sale of property and equipment                        6,000             -
Purchase of marketable securities                   (98,000)            -
Sale of marketable securities                       104,000       156,000
                                                ------------  ------------

Net cash used in investing activities               (62,000)       (1,000)
                                                ------------  ------------

(continued)



                          ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (unaudited)
                                        (continued)

                                                      Three Months Ended
                                                          March 31,
                                                     2011           2010
                                                    -----          ------
Cash flows from financing activities:

Purchase of treasury stock                             -           (2,000)
Proceeds from issuance of long-term debt
 and note payable-bank                              750,000     1,233,000
Stock option exercises                                1,000        53,000
Repayments of long-term debt
 and note payable-bank                             (353,000)   (1,362,000)
                                                ------------  ------------

Net cash provided by (used in) financing
  activities                                        398,000       (78,000)
                                                  ----------   -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS        (1,160,000)   (1,053,000)
                                                 -----------   -----------

Cash and cash equivalents - January 1             1,964,000     2,321,000
                                                ------------  -----------

CASH AND CASH EQUIVALENTS - March 31            $   804,000   $ 1,268,000
                                                ============  ===========

Supplemental cash flow information:

Cash paid for interest                          $    52,000   $    70,000
                                                ============  ===========

Cash paid for income taxes.                     $     16,000  $    41,000
                                                ============  ============

<FN>


The accompanying notes are an integral part of these condensed consolidated  financial statements.
</TABLE>




                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)


(NOTE 1) - Basis of Presentation and Summary of Significant Accounting Policies:
 ------    ---------------------------------------------------------------------

     General
     -------

     The  interim  financial  information  herein is unaudited.  However, in the
opinion  of  management,  such  information reflects all adjustments (consisting
only  of  normal  recurring  accruals)  necessary for a fair presentation of the
results  of  operations for the periods being reported.  Additionally, it should
be  noted  that  the accompanying condensed consolidated financial statements do
not  purport  to  contain  complete  disclosures  required  for annual financial
statements  in  accordance  with accounting principles generally accepted in the
United  States  of  America.

     The results of operations for the three months ended March 31, 2011 are not
necessarily indicative of the results of operations that can be expected for the
year  ending  December  31,  2011.

     These  condensed consolidated statements should be read in conjunction with
the  Company's consolidated financial statements for the year ended December 31,
2010  contained  in  the  Company's  Annual  Report  on  Form  10-K.

     Reclassification
     ----------------

     For  comparability,  certain  2010  amounts  have  been  reclassified where
appropriate,  to  conform  to  the  financial  presentation  in  2011.

     Marketable  Securities
     ----------------------

     The  Company's  investments are classified as available-for-sale securities
and are stated at fair value, based on quoted market prices, with the unrealized
gains  and  losses,  net  of  income tax, reported in other comprehensive income
(loss). Realized gains and losses are included in investment income. Any decline
in  value judged to be other-than-temporary on available-for-sale securities are
included  in  earnings to the extent they relate to a credit loss. A credit loss
is  the  difference  between  the  present  value  of  cash flows expected to be
collected  from  the  security  and  the amortized cost basis. The amount of any
impairment  related to other factors will be recognized in comprehensive income.
The  cost of securities is based on the specific-identification method. Interest
and  dividends  on  such  securities  are  included  in  investment  income.





                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)

(NOTE  1) - Basis of Presentation and Summary of Significant Accounting Policies
 -------    --------------------------------------------------------------------
(continued):
------------

     Revenue  and  Cost  Recognition
     -------------------------------

     The  Company  recognizes a substantial portion of its revenue upon delivery
of  product,  however  for  certain  products,  revenue  and costs under larger,
long-term  contracts  are  reported  on the percentage-of-completion method. For
projects  where  materials  have  been  purchased  but have not been placed into
production, the costs of such materials are excluded from costs incurred for the
purpose  of  measuring  the  extent of progress toward completion. The amount of
earnings  recognized  at  the  financial  statement  date  is  based  on  an
efforts-expended  method,  which measures the degree of completion on a contract
based  on  the  amount  of  labor  dollars  incurred compared to the total labor
dollars expected to complete the contract. When an ultimate loss is indicated on
a  contract,  the  entire  estimated  loss is recorded in the period the loss is
identified.  Assets  related  to  these  contracts  are  included  in  costs and
estimated  earnings  in excess of billings on uncompleted contracts as they will
be  liquidated  in  the normal course of contract completion, which at times may
require  more  than  one  year. The components of cost and estimated earnings in
excess  of  billings  on  uncompleted  contracts  are  the  sum  of  the related
contract's  direct  material,  direct  labor,  and  manufacturing  overhead  and
estimated  earnings  less  accounts  receivable  billings.

     Stock  Based  Compensation
     --------------------------

     At  March  31,  2011,  the  Company  has  various  stock-based  employee
compensation  plans.  These  plans  provide for the granting of nonqualified and
incentive  stock  options  as  well  as restricted stock awards to officers, key
employees  and  nonemployee  directors.  The  terms  and  vesting  schedules  of
stock-based  awards  vary  by  type of grant and generally the awards vest based
upon  time-based  conditions.  The Company estimates the fair value of its stock
option  awards  on  the  date  of grant using the Black-Scholes valuation model.
Share-based  compensation  expense  was $40,000 and $82,000 for the three months
ended  March  31,  2011  and  2010,  respectively.


     The  Company's  stock-based  employee  compensation  plans  allow  for  the
issuance  of  restricted  stock  awards  that  may  not  be  sold  or  otherwise
transferred  until  certain  restrictions  have lapsed. The unearned stock-based
compensation  related  to  restricted  stock  granted  is  being  amortized  to
compensation  expense  over  the  vesting  period,  which ranges from two to ten
years.  The  share  based  expense  for these awards was determined based on the
market  price  of  the Company's stock at the date of grant applied to the total
number  of  shares  that  were  anticipated  to  vest. As of March 31, 2011, the
Company  had  unearned  compensation  of  $401,000  associated  with  all of the
Company's restricted stock awards, which will be expensed over approximately the
next  four  years.




                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)


(NOTE  1) - Basis of Presentation and Summary of Significant Accounting Policies
--------    --------------------------------------------------------------------
(continued):
------------


     Stock  option  activity during the three months ended March 31, 2011, under
all  stock  option  plans  is  as  follows:

                                                     Average
                                        Weighted     Remaining
                                        Average      Contractual
                           Number  of   Exercise     Term
                           Shares       Price        (in  years)
                           ------       -----         -----------

Options  outstanding,
 January  1,  2011           314,000     $4.24           3

Granted                         -          -             -

Forfeited                    (62,000)     5.24           -

Exercised                     (2,000)     0.60           -
                             --------     ----          ----

Options  outstanding,
 March  31,  2011            250,000     $4.03            3
                             =======     =====            =

Outstanding  exercisable
 at  March  31,  2011        207,000     $4.44            3
                             =======     =====            =


     At  March 31, 2011 the aggregate intrinsic value of options outstanding and
exercisable  was  $120,000  and  $59,000,  respectively.  At the comparable 2010
period, the aggregate intrinsic value of options outstanding and exercisable was
$432,000  and  $329,000,  respectively.

     The  following  table  summarizes  the  Company's  nonvested  stock  option
activity  for  the  three  months  ended  March  31,  2011:

                               Number  of     Weighted-Average
                               Shares         Grant-Date  Fair  Value
                               ------        -----------------------

Nonvested  stock  options
 at  January  1,  2011          57,000             $1.02

Granted                           -                  -

Vested                          14,000              1.02

Forfeited                          -                 -
                                ------              -----

Nonvested  stock  options
 at  March  31,  2011           43,000             $1.02
                               =======             =====


At  March 31, 2011, there was approximately $9,000 of unearned compensation cost
related  to  the  above  non-vested  stock  options.  The cost is expected to be
recognized  over  approximately  the  next  two  years.





                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)


(NOTE  2)  -  Financing  Arrangements:
--------      -----------------------

     During  March  2010,  the  Company entered into a $3,000,000 line of credit
with a new commercial lender secured by all assets of the Company.  In addition,
the  Company  refinanced  its  existing  term loans with the same aforementioned
commercial  lender  with  a five-year $4,655,000 term loan facility that matures
March  2015.  The  unpaid  balance  on the term loan was $3,724,000 at March 31,
2011.  The  aggregate  amount  of principal outstanding under the line of credit
cannot exceed a borrowing base of eligible accounts receivable and inventory, as
defined.  During  March  2011,  the  expiration  date  on the line of credit was
extended  to  August  15,  2011 unless sooner terminated for an event of default
including  adherence  to  financial  covenants. Outstanding borrowings under the
line  of  credit  were  $1,017,000  at  March  31,  2011.

The  Company  was not in compliance with one of its financial covenant ratios as
of  March  31,  2010.  In May 2010, the Company's lender agreed (i) to waive the
covenant default; (ii) to amend the financial covenant ratio in question for the
remainder  of  2010 and (iii) to permit, through July 15, 2010, amounts borrowed
under the Company's Term Loan and Line of Credit to exceed its borrowing base by
a  defined  amount.  The  lender, in consideration of such waiver and amendment,
assessed a waiver fee of $25,000 plus legal fees and increased the interest rate
on the Company's line of credit and term debt to the prime rate of interest plus
1%  and  the  prime  rate  of interest plus 1.5%, respectively. In addition, the
Company agreed to enhanced reporting and monitoring requirements, to suspend its
stock repurchase program and all future borrowings will be on a prime rate basis
only  and  not  on  a LIBOR basis. The Company was in compliance with all of its
financial  covenants  as  of  June  30,  2010  and  September  30,  2010.


     The Company was not in compliance with one of its financial covenants as of
December 31, 2010. In March 2011, the Company and its lender agreed to (i) waive
the  covenant default; (ii) replace a financial covenant ratio for the first two
quarters  of  2011  with  a  new  covenant  related  to  the Company's operating
profitability;  (iii)  modify  the  definition  of  a  financial  covenant; (iv)
institute  a new covenant related to the Company's liquidity; and (v) extend the
expiration  date of the Company's line of credit to August 15, 2011. The lender,
in  consideration of such waiver and amendment, assessed a waiver fee of $10,000
plus  legal  fees  but did not change the interest rate on the Company's line of
credit  or  term  debt.  The Company was in compliance with all of its financial
covenants  as  of  March  31,  2011.



                 ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)



(NOTE 3) - Net Income (loss) Per Common Share:
 ------    ----------------------------------


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

                                                          Three Months Ended
                                                              March 31,
                                                       2011               2010
                                                       ----               ----
Denominator:
 Denominator  for  basic  net  income  (loss)
 per  share  -  weighted-average  common  shares     4,638,000       4,367,000


Effect  of  dilutive  securities:
  Employee  and  directors  stock  options              22,000            -

  Unearned  portion  of  restricted  stock  awards       2,000            -
                                                         -----        --------
Denominator  for  diluted  net  income  (loss)
 per  share  -     weighted-average  common
 shares  and  assumed  conversion                    4,662,000       4,367,000
                                                     =========       =========

     The  numerator  for  basic  and diluted net income (loss) per share for the
three  month  periods ended March 31, 2011 and 2010 is the net income (loss) for
each  period.

Options  to  purchase 166,000 shares of common stock were outstanding during the
three  months  ended March 31, 2011, but were not included in the computation of
diluted  income (loss) per share. The inclusion of these options would have been
anti-dilutive  as  the  options'  exercise  prices were greater than the average
market  price  of  the  Company's  common  shares  during  the  relevant period.

     During  the  three  months ended March 31, 2010, the Company had a net loss
and  therefore  did  not  include  82,000  incremental  common  shares  in  its
calculation  of  diluted  net  loss  per common share since an inclusion of such
securities  would  be  anti-dilutive.

     Approximately  97,000  and  258,000 shares of common stock were outstanding
during  the  three  months ended March 31, 2011 and 2010, respectively, but were
not  included  in the computation of basic income (loss) per share. These shares
were  excluded  because  they represent the unvested portion of restricted stock
awards.

                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                 (continued)


(NOTE  4)  -  Cost  of  Sales:
 -------      ---------------

     For  interim  periods,  the  Company  estimates  certain  components of its
inventory  and  related  gross  profit.

(NOTE 5) - Inventories:
-------    -----------

     Inventories are comprised of the following:

                           March 31,      December 31,
                              2011           2010
                              ----           ----

Raw Materials            $ 8,301,000     $ 7,584,000
Work-in-process            3,831,000       3,512,000
Finished goods               638,000         531,000
                         -----------     -----------
     TOTAL               $12,770,000     $11,627,000
                         ===========     ===========

(NOTE 6) - Marketable Securities:
-------    ---------------------

     The following is a summary of the Company's available for sale marketable
securities at March 31, 2011 and December 31, 2010:

<TABLE>
<CAPTION>


<S>                     <C>              <C>        <C>
                                                    Unrealized
                         Adjusted        Fair       Holding
March 31,2011            Cost           Value       Gain
------------------      ----------    ---------     ----------

Corporate Bonds         $115,000      $151,000     $    36,000
U.S. Government
  Agency Bonds             1,000         1,000             -
                        ----------   -----------   -----------
Total                   $116,000      $152,000     $    36,000
                        =========     ========     ===========


December 31, 2010
-------------------

Corporate Bonds         $116,000      $145,000          29,000
U.S. Government
  Agency Bonds             1,000         1,000             -
                        ---------    ----------        --------

Total                   $117,000      $146,000         $ 29,000
                        ========      ========         ========
</TABLE>


(NOTE 7) - Fair Value of Financial Instruments:
-------    -----------------------------------

     Accounting  Standards Codification ("ASC") 820, Fair Value Measurements and
Disclosures, requires disclosure that establishes a framework for measuring fair
value  in  GAAP  and  expands  disclosure  about  fair  value measurements. This
statement  enables  the  reader of the financial statements to assess the inputs
used  to  develop those measurements by establishing a hierarchy for ranking the
quality  and  reliability  of the information used to determine fair values. The
statement  requires  that  assets  and liabilities carried at fair value will be
classified  and  disclosed  in  one  of  the  following  three  categories:



                  ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)

(NOTE 7) - Fair Value of Financial Instruments (continued):
-------    -----------------------------------------------

Level  1:  Quoted  market  prices  in  active  markets  for  identical assets or
liabilities.

Level  2:  Observable  market  based  inputs  or  unobservable  inputs  that are
corroborated  by  market  data.

Level  3:  Unobservable  inputs  that  are  not  corroborated  by  market  data.

In  determining the appropriate levels, the Company performs a detailed analysis
of  the  assets  and  liabilities  that  are  subject  to  ASC  820.

The  table  below  presents  the balances, as of March 31, 2011 and December 31,
2010,  of  assets and liabilities measured at fair value on a recurring basis by
level  within  the  hierarchy.

<TABLE>
<CAPTION>


<S>                    <C>         <C>           <C>        <C>
March 31, 2011          Total      Level 1       Level 2     Level 3
-----------------       -----      --------     ---------    ---------

Corporate Bonds       $ 151,000     151,000     $    -        $   -
U.S. Government
  Agency Bonds            1,000       1,000          -            -
                       --------     -------     -----------   ---------

Total Assets          $ 152,000     152,000     $    -        $   -
                      =========    =========    ===========   ==========


December 31, 2010        Total      Level 1        Level 2      Level 3
-----------------      --------  -----------     -----------   ---------

Corporate Bonds       $ 145,000     145,000     $    -        $    -
U.S. Government
  Agency Bonds            1,000       1,000          -             -
                       --------    --------     ------------  ----------

Total Assets           $146,000     146,000     $    -        $     -
                       ========     =======     ============  ==========
</TABLE>

     The  Company's  only asset or liability that is measured at fair value on a
recurring  basis  is  marketable  securities,  based  on quoted market prices in
active  markets  and  therefore  classified  as  level  1  within the fair value
hierarchy. The carrying value of cash and cash equivalents, accounts receivable,
accounts  payable,  and  short-term debt reasonably approximate their fair value
due  to  their  relatively  short  maturities. Long-term debt carrying value and
liability  associated  with  former  chief  executive officer are approximate to
their  fair  value at the balance sheet date. The fair value estimates presented
herein  were  based  on market or other information available to management. The
use  of  different  assumptions  and/or  estimation  methodologies  could have a
significant  effect  on  the  estimated  fair  value  amounts.

(NOTE 8) - Comprehensive Income (loss):
-------    ---------------------------

     For  the  three  months  ended March 31, 2011 and 2010, total comprehensive
income  (loss),  net  of  tax,  was  $528,000  and  $(613,000),  respectively.
Comprehensive  income  (loss)  consists  of the net income (loss) and unrealized
gains  and  losses  on  marketable  securities,  net  of  tax.

                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)

(NOTE 9) - Business Segments:
--------   -----------------

     The Company operates through two business segments, the Electronics Segment
(or  "Electronics  Group")  and the Power Units Segment (or "Power Group").  The
Electronics  Segment  is  comprised  of  the  Orbit  Instrument Division and the
Company's  TDL  and  ICS subsidiaries. The Orbit Instrument Division and TDL are
engaged  in the design, manufacture and sale of customized electronic components
and subsystems. ICS performs system integration for Gun Weapons Systems and Fire
Control  Interface as well as logistics support and documentation. The Company's
Power Units Segment, through the Company's 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  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 for the three
month  periods  ended  March  31,  2011  and  2010:


<TABLE>
<CAPTION>


                                                 Three Months Ended
                                                     March 31,

                                                2011            2010
                                                ----            -----
<S>                                           <C>             <C>
Net sales:
Electronics
 Domestic                                     $4,243,000   $2,698,000
 Foreign                                         193,000      779,000
                                             -----------   ----------
  Total Electronics                            4,436,000    3,477,000
                                             -----------   ----------
Power Units
 Domestic                                      2,482,000    1,781,000
 Foreign                                         181,000      403,000
                                             -----------   ----------
  Total Power Units                            2,663,000    2,184,000
                                             -----------   ----------

 Intersegment Sales                             (287,000)    (129,000)
                                             -----------   -----------

Total                                         $6,812,000   $5,532,000
                                             ===========   ==========

Income (loss) before income tax provision:
 Electronics Group                            $  458,000   $ (402,000)
 Power Group                                     419,000       93,000
Intersegment profit                              (38,000)      28,000
General corporate
 expenses not allocated                         (280,000)    (346,000)
Interest expense                                 (53,000)     (57,000)
Investment and other income, net                  34,000       41,000
                                              -----------   ----------
Income (loss) before
 income tax provision                         $  540,000   $ (643,000)
                                              ==========   ===========

</TABLE>



                  ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)


(NOTE 10) - Goodwill and Other Intangible Assets:
---------   -------------------------------------

     The  Company  applies  ASC  350,  Intangibles-Goodwill  and  Other. ASC 350
requires  that  an  intangible  asset  with  a finite life be amortized over its
useful  life and that goodwill and other intangible assets with indefinite lives
not  be  amortized but evaluated for impairment. The Company performs its annual
impairment  test  of  goodwill at the end of its fiscal year and tests its other
intangible  assets  when  impairment  indicators  are  present.

     As  of  March  31,  2011  and December 31, 2010, the Company's goodwill and
intangible  assets  consist  of  the  following:

<TABLE>
<CAPTION>


                          Estimated    Gross                                        Net
                          Useful       Carrying    Accumulated     Accumulated      Carrying
                          Life         Value       Amortization    Impairment       Value
                          ----         -----       ------------    ----------       -----
<S>                                   <C>          <C>             <C>             <C>
Goodwill                              $9,798,000         -         (8,110,000)      $1,688,000
                                      ==========   ============    ===========      ===========
Intangible Assets:

Contract relationships   15 Years      2,000,000   $  (278,000)    (1,722,000)             -
Contract backlog        1-5 Years      1,750,000    (1,750,000)          -                 -
Non-compete
agreements               3 Years         415,000      (386,000)       (29,000)             -
                                       ---------   -----------    -------------     -----------
                                      $4,165,000   $(2,414,000)   $(1,751,000)      $      -
                                     ===========   ============   ============      ============
</TABLE>

     The Company recognized amortization expense of $86,000 for the three months
ended  March  31,  2010.

(NOTE  11)  -  Income  Taxes:
----------     --------------

     For  the  three  months  ended  March  31,  2011,  the Company utilized net
operating loss carryforwards to offset income taxes, except for $16,000 of state
income  and  federal minimum tax expense. For the comparable period in 2010, the
Company  recorded  income  tax  expense  of  $4,000 for state income and federal
minimum  taxes.

     The  Company  applies  ASC  740  relating  to accounting for uncertainty in
income taxes. A tax benefit from an uncertain position may be recognized only if
it  is  "more  likely  than  not"  that the position is sustainable based on its
technical  merits.  Additionally,  this  pronouncement  provides  guidance  on
derecognition,  classification,  interest  and  penalties, accounting in interim
periods,  disclosure  and transition.  The Company does not have any liabilities
for  uncertain  tax  positions  at  March  31,  2011.





                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)

(NOTE  12)  -  Commitments:
----------     ------------

     The  Company  elected  not  to renew the employment agreement of its former
chief  executive  officer, effectively terminating his employment as of December
31,  2010.  The  Company  recorded an expense during the year ended December 31,
2010 of $2,000,000 representing its estimated contractual obligation, along with
associated costs, relating to the contract non-renewal. Included in the recorded
expense  was  $312,000 of stock compensation expense relating to the accelerated
vesting of restricted stock. As of March 31, 2011, the liability associated with
the  former  chief executive officer was approximately $1,110,000. A majority of
the  obligation will be paid by January 2012. The former chief executive officer
has filed for an arbitration hearing in the City of New York to settle a dispute
regarding  certain  contractual  provisions  in  connection  with  the  contract
non-renewal.  The  Company is committed to paying the amount that it believes is
owed  to its former chief executive officer. The Company believes any claims for
amounts over what it believes are contractually owed to him is without merit and
will  be  vigorously  defended.




Item 2.

                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

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

Statements  in  this  Item  2 "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.

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

We  recorded an increase in revenue and profitability for the three months ended
March  31,  2011  as compared to the same period in 2010. Our sales increase was
due  to increased sales from both our Electronics and Power Groups. The increase
in sales from our Electronics Group was primarily attributable to an increase in
sales  from  our  Orbit  Instrument Division and TDL subsidiary. The increase in
sales  from  our  Power  Group  was attributable to both its commercial and COTS
divisions.  We  recorded  net  income  of $524,000 during the three months ended
March  31,  2011  compared  to a net loss of $647,000 during the comparable 2010
period.  The increase in net income was primarily attributable to an increase in
sales  and  gross  profit  and a decrease in selling, general and administrative
expenses during the three months ended March 31, 2011 compared to the prior year
period.

Our  backlog  at  March  31,  2011  was  approximately  $21,200,000  compared to
$15,500,000  at  March  31, 2010.  There is no seasonality to our 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 we are
confident  that  we  will  receive  many of the orders we are pursuing, although
timing  is  always  an  uncertainty.

     Our financial condition remains strong as evidenced by our 3.8 to 1 current
ratio  at  March 31, 2011. In March 2010, we entered into a new credit agreement
with  a  new  commercial  lender  pursuant to which we (a) established a line of
credit  up  to  $3,000,000  and  (b)  entered  into a term loan in the amount of
approximately  $4,700,000. These new facilities were used to pay off in full our
obligations to our former primary lender pursuant to a prior credit facility and
to  provide  us  general  working  capital  needs. As a result of our 2010 first
quarter  loss  due to shipping delays, we were not in compliance with one of our
financial  covenants  at  March  31,  2010. In addition, as a result of our 2010
fourth  quarter  loss due mainly to costs associated with the non-renewal of our
former  chief executive officer's employment contract, we were not in compliance
with  one  of  our  financial  covenants  at  December 31, 2010. However, we did
negotiate  amendments  to  our  Credit  Agreement in May 2010 and March 2011 and
obtained waivers relating to the covenant violations. We were in compliance with
our  financial  covenants  at  March  31,  2011.

Critical  Accounting  Policies
------------------------------

     The  discussion  and analysis of our financial condition and the results of
operations  are  based  on our financial statements and the data used to prepare
them.  Our  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 our deferred tax asset, goodwill
and intangible assets impairment, valuation of share-based compensation, revenue
and  cost  recognition  on  long-term  contracts  accounted  for  under  the
percentage-of-completion  method  and  other  than  temporary  impairment  on
marketable  securities.  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.  We believe 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, average and first-in,
first-out  basis)  or market.  Inventory items are reviewed regularly for excess
and obsolete inventory based on an estimated forecast of product demand.  Demand
for our 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  we  make  every  effort  to insure the
accuracy  of  our  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 our 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 we had previously determined obsolete.

Deferred  Tax  Asset
--------------------

At  March  31,  2011,  we had an alternative minimum tax credit of approximately
$573,000  with  no  limitation on the carry-forward period and Federal and state
net  operating  loss carry-forwards of approximately $22,000,000 and $8,000,000,
respectively that expire through 2030. Approximately, $15,000,000 of federal net
operating  loss carry-forwards expire between 2011-2012. In addition, we receive
a  tax  deduction  when our employees exercise their non-qualified stock options
thereby  increasing  our deferred tax asset.  We record a valuation allowance to
reduce  our deferred tax asset when it is more likely than not that a portion of
the amount may not be realized.  We estimate our valuation allowance based on an
estimated  forecast  of  our  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
------------------------

     We  have  a  significant amount of goodwill and had a significant amount of
acquired  intangible  assets.  In determining the recoverability of goodwill and
intangible  assets,  assumptions  are made regarding estimated future cash flows
and  other  factors to determine the fair value of the assets.  After completing
the  impairment  testing  of  goodwill  and  intangible  assets, we concluded an
impairment  charge  should  be  taken  at  December  31,  2010 for the remaining
carrying  value  of  goodwill  and  intangible  assets  in  connection  with the
acquisition of ICS in 2007.  An impairment charge was also taken at December 31,
2009 in connection with the recorded goodwill and intangible assets arising from
our  ICS  acquisition.  As  of December 31, 2010, all acquired intangible assets
have  either  been  fully  amortized  or  written  off.

  Our  analysis  employed  the  use  of  both  a  market  and  income  approach.
Significant  assumptions used in the income approach include growth and discount
rates,  margins  and  our  weighted  average cost of capital. We used historical
performance  and management estimates of future performance to determine margins
and  growth  rates.  Discount rates selected for each reporting unit varied. Our
weighted  average cost of capital included a review and assessment of market and
capital  structure  assumptions.  The  balance  of  our goodwill for each of our
operating  units as of December 31, 2010 is as follows: TDL $820,000 and Behlman
$868,000.  After  the impairment charge taken on the remaining carrying value of
ICS'  goodwill  and intangible assets at December 31, 2010, of the two reporting
units  with  goodwill,  TDL  and  Behlman have a fair value that is in excess of
their  carrying  value by approximately 23% and 27%, respectively.  Considerable
management judgment is necessary to evaluate the impact of operating changes and
to estimate future cash flows. Changes in our actual results and/or estimates or
any  of  our  other assumptions used in our analysis could result in a different
conclusion.

Share-Based  Compensation
-------------------------

     We  account  for  share-based compensation awards by recording compensation
based  on  the  fair value of the awards on the date of grant and expensing such
compensation  over  the vesting periods of the awards, which is generally one to
ten  years.  Total  share-based compensation expense was $40,000 and $82,000 for
the  three  months  ended  March  31, 2011 and 2010, respectively. No restricted
stock  or  stock  options  were  granted during the three months ended March 31,
2011.  We  account  for  stock option grants using the Black-Scholes model. This
model  requires the use of input assumptions. These assumptions include expected
volatility,  expected  life, expected dividend rate, and expected risk-free rate
of  return.

Revenue  and  Cost  Recognition
-------------------------------

     Revenue  and  costs  under  larger, long-term contracts are reported on the
percentage-of-completion  method.  For  projects  where  materials  have  been
purchased,  but  have not been placed in production, the costs of such materials
are  excluded  from  costs  incurred  for the purpose of measuring the extent of
progress  toward  completion. The amount of earnings recognized at the financial
statement date is based on an efforts-expended method, which measures the degree
of  completion  on  a  contract  based  on  the amount of labor dollars incurred
compared  to  the total labor dollars expected to complete the contract. When an
ultimate  loss is indicated on a contract, the entire estimated loss is recorded
in  the period. Assets related to these contracts are included in current assets
as they will be liquidated in the normal course of contract completion, although
this  may  require  more  than  one  year.

Marketable  Securities
----------------------

     We  currently  have  approximately $152,000 invested primarily in corporate
bonds.  We  treat  our  investments  as  available-for-sale which requires us to
assess our portfolio each reporting period to determine whether declines in fair
value below book value are considered to be other than temporary.  We must first
determine  that  we  have  both  the intent and ability to hold a security for a
period of time sufficient to allow for an anticipated recovery in its fair value
to  its amortized cost.  In assessing whether the entire amortized cost basis of
the  security  will  be  recovered,  we compare the present value of future cash
flows  expected  to be collected from the security (determination of fair value)
with  the  amortized cost basis of the security. If the impairment is determined
to be other than temporary, the investment is written down to its fair value and
the  write-down  is  included  in earnings as a realized loss, and a new cost is
established  for  the security.   Any further impairment of the security related
to all other factors is recognized in other comprehensive income. Any subsequent
recovery  in  fair  value is not recognized until the security either is sold or
matures.

We  use  several  factors  in our determination of the cash flows expected to be
collected including the length of time and extent to which market value has been
less  than  cost;  ii)  the  financial  condition and near term prospects of the
issuer;  iii)  whether  a  decline  in  fair  value  is  attributable to adverse
conditions  specifically  related  to  the security or specific conditions in an
industry;  iv)  whether interest payments continue to be made and v) any changes
to  the  rating  of  the  security  by  a  rating  agency.



Results of Operations
---------------------

Three month period ended March 31, 2011 v. March 31, 2010
---------------------------------------------------------

     We  currently  operate  in  two  industry  segments.  Our  Orbit Instrument
Division  and  our  TDL  subsidiary are engaged in the design and manufacture of
electronic  components  and  subsystems  and  our ICS subsidiary performs system
integration  for  Gun  Weapons  Systems  and  Fire  Control Interface as well as
logistics  support  and  documentation  (the  "Electronics Group").  Our Behlman
subsidiary  is  engaged  in the design and manufacture of commercial power units
and  COTS  power  solutions  (the  "Power  Group").

     Consolidated  net  sales  for  the  three month period ended March 31, 2011
increased  by  23.1%  to  $6,812,000  from $5,532,000 for the three month period
ended  March  31,  2010, due to higher sales from both our Electronics and Power
Groups.  The  increase  in  sales  was mainly attributable to shipping schedules
related  to  our  approximately  $1,700,000  increase in consolidated backlog at
December  31,  2010  compared  to December 31, 2009.  Sales from our Electronics
Group  increased  by  27.6%  due  principally  to  higher  sales  from our Orbit
Instrument  Division  and  TDL  subsidiary. The increase in sales from our Power
Group  was  due  to  an  increase  in  sales  from  both its commercial and COTS
divisions.

     Gross  profit,  as  a percentage of sales, for the three months ended March
31,  2011  increased  to 43.0% from 33.3% for the three month period ended March
31,  2010.  This  increase  was primarily the result of higher gross profit from
both  our  Electronics  and  Power Groups. The increase in gross profit from our
Electronics  Group  was  principally  due  to higher gross profit from our Orbit
Instrument  Division  and  TDL  subsidiary. This increase was principally due to
operating leverage inherent in our business due to the increase in sales at both
operating  units  as  well as product mix. The increase in gross profit from our
Power  Group  was principally due to operating leverage inherent in our business
due  to  the  increase  in  sales  during  the  current  period.

     Selling,  general  and  administrative  expenses  decreased  by  4.1%  to
$2,368,000  for  the three month period ended March 31, 2011 from $2,469,000 for
the  three  month  period ended March 31, 2010 principally due to lower selling,
general  and  administrative  expenses  from  our  Electronics  Group  and lower
corporate  costs  which  were  primarily  attributable to the non-renewal of the
contract  of  our  former  CEO  and lower rent for our Hauppauge facility. These
lower  costs  were  partially  offset  by  slightly  higher selling, general and
administrative  expenses  from  our  Power  Group.  Selling,  general  and
administrative  expenses,  as  a percentage of sales, for the three month period
ended  March  31,  2011 decreased to 34.8% from 44.6% for the three month period
ended  March 31, 2010 principally due to the increase in sales and a decrease in
costs.

Interest  expense for the three months ended March 31, 2011 decreased to $53,000
from  $57,000 for the three months ended March 31, 2010 due to a decrease in the
amounts  owed  to  lenders in the current period due to the pay down of its term
debt  and  despite an increase in the interest rate paid on balances outstanding
on  our  term  loan  and  credit  facility.

     Investment and other income for the three month period ended March 31, 2011
decreased  to  $34,000  from  $41,000 for the three-month period ended March 31,
2010 principally due to a decrease in the amounts invested during the period and
despite a $5,000 gain on the sale of a corporate bond during the current period.


Net  income  before taxes was $540,000 for the three months ended March 31, 2011
compared  to  net loss before taxes of $643,000 for the three months ended March
31,  2010.  The  increase in income was principally due to the increase in sales
and  gross  profit  from both the Electronics and Power Groups and a decrease in
selling,  general  and  administrative  expenses.

Income  taxes  for  the  three  months  ended  March 31, 2011 and March 31, 2010
consist of $16,000 and $4,000, respectively, in state income and Federal minimum
taxes  that  cannot  be  offset  by  any  state  or  Federal  net operating loss
carry-forwards.

As  a  result  of the foregoing, net income for the three months ended March 31,
2011  was  $524,000  compared to a loss of $647,000 for the year ended March 31,
2010.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for  the  three months ended March 31, 2011 increased to $662,000 from a loss of
$433,000  for  three  months  ended  March 31, 2010.  Listed below is the EBITDA
reconciliation  to  net  income  (loss):


                                      Three  months  ended
                                           March  31,
                                          ----------
                                  2011                     2010
                                 ----                     ----

Net  income  (loss)             $  524,000              $(647,000)
Interest  expense                   53,000                 57,000
Income  tax  expense                16,000                  4,000
Depreciation  and  amortization     69,000                153,000
                                    ------                -------
EBITDA                          $  662,000              $(433,000)
                                ==========              ==========

     EBITDA  is  a  Non-GAAP financial measure and should not be construed as an
alternative  to net income. An element of the Company's growth strategy has been
through  strategic acquisitions which have been substantially funded through the
issuance  of  debt.  This  has  resulted  in  significant  interest  expense and
amortization  expense. EBITDA is presented as additional information because the
Company  believes  it  is useful to our investors and management as a measure of
cash  generated by our business operations that will be used to service our debt
and  fund  future  acquisitions  as  well  as  provide  an additional element of
operating  performance.

Material  Change  in  Financial  Condition
------------------------------------------

     Working  capital  slightly  increased  to  $15,072,000  at  March  31, 2011
compared  to  $15,006,000  at December 31, 2010.  The ratio of current assets to
current  liabilities  was  3.8  to  1  at March 31, 2011 compared to 4.3 to 1 at
December  31,  2010.  The increase in working capital was primarily attributable
to  the net income for the period which was partially offset by the repayment of
debt.

Net cash used in operating activities for the three month period ended March 31,
2011  was  $1,496,000,  primarily  attributable to the increase in inventory and
accounts receivable and a decrease in the liability associated with former chief
executive  officer  and despite the net income for the period and an increase in
accounts  payable.  Net  cash  used  in operating activities for the three month
period ended March 31, 2010 was $974,000, primarily attributable to the net loss
for  the  period,  the increase in inventory and costs and estimated earnings in
excess of billings on uncompleted contracts and despite the decrease in accounts
receivable  and  increase  in  accounts  payable.

 Cash  flows used in investing activities for the three month period ended March
31,  2011  was  $62,000,  attributable  to  the  purchase  of  fixed  assets and
marketable  securities  that  was  partially  offset  by  the sale of marketable
securities  and  fixed  assets.  Cash flows used in investing activities for the
three month period ended March 31, 2010 was $1,000, attributable to the purchase
of  fixed assets that was partially offset by the sale of marketable securities.

Cash  flows from financing activities for the three month period ended March 31,
2011 was $398,000, primarily attributable to the proceeds from note payable-bank
which  was  partially offset by the repayment of long term debt. Cash flows used
in  financing  activities  for  the  three month period ended March 31, 2010 was
$78,000,  primarily  attributable  to  the  repayment of long term debt and note
payable-bank  which  was  partially  offset by the proceeds from the issuance of
long  term  debt  and  note  payable-bank.

     On  March  10,  2010,  we  entered into a new credit agreement (the "Credit
Agreement")  with a new commercial lender pursuant to which we (a) established a
new  line of credit of up to $3,000,000, and (b) entered into a term loan in the
amount  of  approximately  $4,655,000.  These new credit facilities were used to
pay  off  all of our obligations to our former primary lender and to provide for
our  general  working capital needs.  The new credit facilities are secured by a
first  priority  security  interest  in  substantially  all  of  our  assets.

The term loan is payable in 60 consecutive monthly installments of principal and
interest  and  matures  on  March  1,  2015.  The expiration date on the line of
credit  was  extended  to August 15, 2011.  Payment of interest on all loans was
due  at  a  rate per annum (at our option) as follows: (1) for a prime rate loan
under  the  line  of credit at a rate equal to the Prime Rate established by the
Bank  plus  0%, (2) for a prime rate loan under the term loan at a rate equal to
the Prime Rate established by the Bank plus 0.5%, (3) for a LIBOR loan under the
line  of  credit at a rate equal to LIBOR plus 2% and (4) for a LIBOR loan under
the  term  loan  at  a  rate  equal  to  LIBOR  plus  3%.

     The  Credit Agreement contains customary affirmative and negative covenants
and  certain financial covenants.  Available borrowings under the line of credit
are  subject to a borrowing base of eligible accounts receivable, inventory and,
for  the  term  loan  facility only, cash and marketable securities.  The Credit
Agreement  also  contains  customary  events  of  default  such  as non-payment,
bankruptcy  and  material  adverse  change.

     As  a  result  of  our  2010  first quarter loss, primarily due to shipping
schedule  delays,  we were not in compliance with one of our financial covenants
at  March  31,  2010.  In  May 2010, our lender agreed to (i) waive the covenant
default;  and  (ii)  to  amend  the financial covenant ratio in question for the
remainder  of  2010  and replace it with a new covenant related to the Company's
operating  profitability.  The  lender,  in  consideration  of  such  waiver and
amendment,  assessed  a  waiver fee of $25,000 plus legal fees and increased the
interest  rate on our line of credit and term debt to the prime rate of interest
plus 1% and the prime rate of interest plus 1.5%, respectively.  In addition, we
agreed  to  enhanced reporting and monitoring requirements, to suspend our stock
repurchase  program,  and all future borrowings to be on a prime rate basis only
and  not  on  a  LIBOR  basis.

As  a  result  of  our  loss in the fourth quarter of 2010, primarily due to the
costs  associated  with  the non-renewal of our former chief executive officer's
employment  contract,  we  were  not  in  compliance  with  one of our financial
covenants  at  December 31, 2010. In March 2011, we and our lender agreed to (i)
waive  the  covenant  default;  (ii)  replace a financial covenant ratio for the
first  two  quarters  of  2011  with a new covenant related to the our operating
profitability;  (iii)  modify  the  definition  of  a  financial  covenant; (iv)
institute  a new covenant related to the Company's liquidity; and (v) extend the
expiration  date  of  our  line  of  credit  to  August 15, 2011. The lender, in
consideration  of  such  waiver  and amendment, assessed a waiver fee of $10,000
plus  legal  fees  but did not change the interest rate on our line of credit or
term  debt.  We  were in compliance with all of our financial covenants at March
31,  2011.

Our  existing  capital  resources,  including our bank credit facilities and our
cash  flow  from  operations,  is  expected  to  be  adequate  to cover our cash
requirements  for  the  foreseeable  future.

In  August  2008,  our  Board of Directors authorized a stock repurchase program
through  December  2010,  allowing  us  to  purchase  up  to $3.0 million of our
outstanding  shares  of  common  stock  in  open  market or privately negotiated
transactions.  During  the  period  from  August  2008  through  May  2010,  we
repurchased approximately 369,000 shares at an average price of $2.48 per share.
Total  consideration  for  the repurchased stock was approximately $915,000.  In
May 2010, in connection with the amendment to our credit agreement, we suspended
our  stock  repurchase  program.

Inflation  has  not  materially  impacted  the  operations  of  our  Company.

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

     During  the  first  quarter  of  2010,  our  revenue  and profitability was
adversely  affected by approximately $2.8 million in production orders contained
in  the  backlog  of  our  Orbit Instrument Division and TDL subsidiary, some of
which  was scheduled for delivery in the first quarter, that were delayed due to
technical  issues  at  the  prime  contractor  level  that  was unrelated to our
hardware.  Shipments  on  the  orders  for  our  Orbit  Instrument  Division,
approximating  $800,000,  commenced  in the fourth quarter of last year and have
continued into the first quarter of 2011.  Shipment for $2,000,000 in orders for
our  TDL  subsidiary  was  initially  postponed until 2011; however, in November
2010,  TDL received notification that its prime contractor was terminated by the
U.S.  Government.  TDL  does  not have any significant termination claim on this
contract.

     During the third and fourth quarters of 2010, our Orbit Instrument Division
received  several  new follow-on contract awards for its legacy hardware.  Based
on  these  awards,  our Orbit Instrument Division, in 2010, recorded bookings of
over  $11,000,000,  its  highest level in many years.  In addition, the Division
was  recently notified by its prime contractor on a program that it provides one
of  its  products related to Federal Aviation Administration air traffic control
towers  that  it is seeking to procure a significant amount of units which could
approximate  $4,400,000.  The first order, in excess of $600,000 was received in
April  2011.  Deliveries of these units are expected in the second half of 2011;
Delivery schedules for the remaining units have not yet been determined although
it  is  currently expected that the concentration of deliveries will be in 2013.
Due  to its increasing backlog and this latest opportunity, our Orbit Instrument
Division  appears  well-positioned  for  increased  revenue and profitability in
2011.

     ICS  experienced  a  delay  in the awards for its MK 119 Gun Console System
which  affected  its  shipments  in  2009 and 2010.  The delay in the receipt of
these  awards  led  to inefficient production resulting in reduced profitability
for  this  operating  unit  during  those  periods.  Shipment  delays related to
contracting,  funding and engineering issues are commonplace in our industry and
could,  in  the  future,  have  an  adverse effect on our financial performance.

     The commercial division of our Power Group has historically been vulnerable
to a weak economy.  Bookings in the commercial division were weak during most of
2009  due to the severe recession resulting from the financial crisis.  However,
bookings  from  the  COTS division remained fairly strong.  However, as economic
conditions  started  to improve into 2010, bookings from our commercial division
started  to  improve along with continued strength from our COTS division.  As a
result, our Power Group had another strong year of revenue and profitability for
2010.  Bookings for our Power Group have remained strong in 2011 due principally
to  improved  economic  conditions  which  has  this segment well-positioned for
increased  revenue  and  profitability  in  2011.

     In  April  2005,  we  completed  the  acquisition of TDL and its operations
became  part  of  our  Electronics  Group.  In  December  2007, we completed the
acquisition  of  ICS  which  also  became  part  of  our Electronics Group.  Our
Electronics Group and the COTS Division of our Power Group are heavily dependent
on  military  spending. Although we are heavily dependent upon military spending
as  a  source  of  revenues  and  income,  increased  military spending does not
necessarily  guarantee  us increased revenues, particularly, when the allocation
of budget dollars may vary depending on what may be needed for specific military
conflicts.   Due  to  budget  constraints,  government  spending is coming under
intense  pressure and the defense budget, usually immune from such pressures, is
also  under  review.

     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 our future revenues and earnings.  However, we believe that
any  future  cuts  in  defense  spending will be in certain areas of the defense
budget that will not materially affect us.  In fact, we believe that as military
assets return from the Middle East, the need for refurbishment and modernization
should become a defense spending priority.  Therefore, we believe there could be
significant  opportunities  for us as military efforts are curtailed and defense
spending  priorities  are  refocused.

     Although our Electronics Group and our COTS Division of our Power Group are
pursuing  several opportunities for reorders, as well as new contract awards, we
have  normally  found  it  difficult  to  predict the timing of such awards.  In
addition,  we  have  a  number of new opportunities that are in the prototype or
pre-production  stage.  These opportunities generally move to a production stage
at  a  later  date,  but  the  timing  of such is also uncertain.  However, once
initial  production  orders  are  received,  we are generally well positioned to
receive follow-on orders depending on government needs and funding requirements.

     There  is  no  seasonality  to  our  business.  Our  revenues are generally
determined  by  the  shipping schedules outlined in the purchase orders received
from  our  customers.  We  stratify  all  the  opportunities  we are pursuing by
various  confidence  levels.  We generally realize a very high success rate with
those  opportunities  to  which  we apply a high confidence level.  We currently
have  a significant amount of potential contract awards to which we have applied
a high confidence level.  However, because it is difficult to predict the timing
of awards for most of the opportunities we are pursuing, it is also difficult to
predict  when  we  will commence shipping under these contracts.  A delay in the
receipt  of  any  contract  from  our customer ultimately causes a corresponding
delay  in  shipments.

     Despite  the expected increase in military refurbishment and modernization,
we  still  face  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 we attempt 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 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 we have
completed  the  design  and  pre-production  stage,  there  is no assurance that
funding  will  be provided for future production.  In such event, even if we are
reimbursed  for  our  development  costs,  it  will not generate any significant
profits.

     In May 2009, we hired an investment banker to pursue strategic alternatives
to enhance shareholder value.  The investment banker's activities were primarily
focused  on a potential sale of the Company.  In January 2011, we terminated the
services  with  such  investment banker and we are no longer actively pursuing a
sale  of  the  Company.

     In  March  2011,  we  hired  a  new investment banker to help us expand our
operations  and  achieve  better  utilization of our existing facilities through
strategic,  accretive acquisitions.  Through the past several years, we reviewed
various  potential  acquisitions  and  believe  there are numerous opportunities
presently  available,  particularly  to  integrate  into  our  current operating
facilities.    However,  there  is no assurance that any future acquisition will
be accomplished.  In addition, due to current economic conditions and tightening
of  credit  markets, there can be no assurance that we will obtain the necessary
financing to complete additional acquisitions and even if we do, there can be no
assurance  that  we will have sufficient income from operations of such acquired
companies to satisfy scheduled debt payments, in which case, we will be required
to  pay  them  out  of  our existing operations which may be adversely affected.

Off-balance  sheet  arrangements
--------------------------------

     We  presently  do  not  have  any  off-balance  sheet  arrangements.

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risks

     Not  applicable.

Item  4.  CONTROLS  AND  PROCEDURES

Disclosure  Controls  and  Procedures
-------------------------------------

     Our  management,  with the participation of our chief executive officer and
chief  financial  officer,  has  evaluated  the  effectiveness of our disclosure
controls  and  procedures  (as  such  term  is  defined  in  Rules 13a-15(e) and
15d-15(e)  under the Securities Exchange Act of 1934, as amended (the " Exchange
Act  "))  as  of  the  end  of  the period covered by this report. Based on such
evaluation,  our  chief  executive  officer  and  chief  financial  officer have
concluded  that,  as  of  the  end  of  such period, our disclosure controls and
procedures are effective (i) to ensure that information required to be disclosed
by  us in the reports that we file or submit under the Exchange Act is recorded,
processed,  summarized  and  reported,  within the time periods specified in the
SEC's  rules  and  forms  and  (ii)  to  ensure  that information required to be
disclosed  by  us  in  the  reports  that  we  submit  under the Exchange Act is
accumulated  and  communicated  to  its  management,  including  the  Company's
principal  executive  and  principal  financial  officers, or persons performing
similar  functions, as appropriate, to allow timely decisions regarding required
disclosure.

Internal  Control  over  Financial  Reporting
---------------------------------------------

     There  has  been no change to the Company's internal control over financial
reporting  (as  such  term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange  Act)  during the three months ended March 31, 2011 that has materially
affected,  or  is  reasonably  likely to materially affect, our internal control
over  financial  reporting.

<PAGE>

PART  II-  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

 In  March 2011, in connection with the non-renewal of his employment agreement,
our  former chief executive officer filed for an arbitration hearing in the City
of  New  York  to  settle  a  claim  regarding  certain  disputed  contractual
obligations.  At  December  31,  2010,  we recorded an expense of $2,000,000 for
estimated  costs  associated  with  such  non-renewal.  Included in the recorded
expense  is  $312,000  of stock compensation expense relating to the accelerated
vesting  of  restricted stock issued to such officer. We are committed to paying
the  amount  that  we  believe  is  owed  to  our former chief executive officer
pursuant  to his employment contract. We believe any amount over what we believe
is contractually owed to him is without merit and will be vigorously defended by
us.  The  arbitration  is  pending.


ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS
          None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
          None

ITEM  4.  (REMOVED  AND  RESERVED)

ITEM  5.  OTHER  INFORMATION
          None

ITEM  6.  EXHIBITS

     (a)  Exhibits

         Exhibit  Number    Description
         ---------------    -----------
              10.1*        First  Amendment  to  Employment  Agreement.
              31.1*        Certification  of  the  Chief  Executive  Officer.
                           Required  by  Rule  13a-14  (a)  or  Rule  15d-14(a).
              31.2*        Certification  of  the  Chief  Financial  Officer.
                           Required  by  Rule  13a-14  (a)  or  Rule  15d-14(a).
              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  with  this  report.








                                   SIGNATURES
                                   ----------

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                           ORBIT INTERNATIONAL CORP.
                           ------------------------
                                   Registrant


Dated:     May 16, 2011          /s/ Mitchell Binder
                                 -------------------
                                 Mitchell Binder, President,
                                 Chief Executive Officer and
                                 Director



Dated:     May 16, 2011          /s/ David Goldman
                                 ----------------
                                 David Goldman, Chief
                                 Financial Officer