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 June 30, 2009
                                       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 __ No  X
                                                 ===

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest practicable date: 4,592,267 shares of common
stock,  par  value  $.10,  as  of  August  10,  2009.


<TABLE>
<CAPTION>



                                                      INDEX
                  <S>                                                                                         <C>
                                                                                                          Page No.
                                                                                                       --------------

                  Part I.  Financial Information:

                  Item 1 - Financial Statements:

                  Condensed Consolidated Balance Sheets -
                  June 30, 2009(unaudited) and December 31, 2008                                              3-4

                  Condensed Consolidated Statements of Operations
                  for the Six and Three Months Ended
                  June 30, 2009 and 2008 (unaudited)                                                           5

                  Condensed Consolidated Statements of Cash Flows
                  for the Six Months Ended June 30, 2009 and 2008 (unaudited)                                 6-7

                  Notes to Condensed Consolidated Financial Statements (unaudited)                            8-19

                  Item 2 - Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                                        20-32

                  Item 3. - Quantitative and Qualitative Disclosures
                  About Market Risk                                                                           32

                  Item 4T. - Controls and Procedures                                                          32

Part II.          Other Information:

                  Item 2 - Unregistered Sales of Equity Securities and
                  Use of Proceeds                                                                             33

                  Item 4 - Submission of Matters to a Vote of Security Holders                               33-34

                  Item 6 - Exhibits                                                                           34

                  Signatures                                                                                  35

                  Exhibits                                                                                   36-41
 </TABLE>


<TABLE>
<CAPTION>


                                             PART I - FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

                                       ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                                         CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                                  June 30,        December 31,
                                                                                   2009              2008(1)
                                                                                ----------       --------------
                                                                                (unaudited)
<S>                                                                             <C>               <C>
ASSETS
-------
Current assets:

    Cash and cash equivalents                                                   $ 2,130,000       $ 2,080,000
    Investments in marketable securities                                          1,020,000         1,127,000
    Accounts receivable (less allowance for
     doubtful accounts of $145,000)                                               3,854,000         6,333,000
    Inventories                                                                  12,405,000        11,536,000
    Deferred tax asset                                                            1,159,000           850,000
    Other current assets                                                            228,000           198,000
                                                                                 ----------       -----------
      Total current assets                                                       20,796,000        22,124,000

Property and equipment, net                                                         772,000           655,000

Goodwill                                                                          2,909,000         2,909,000

Intangible assets, net                                                            2,098,000         2,346,000

Deferred tax asset                                                                1,000,000         1,322,000

Other assets                                                                        649,000           644,000
                                                                                -----------       -----------

       TOTAL ASSETS                                                             $28,224,000       $30,000,000
                                                                                ===========       ===========

<FN>

(1)  The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does
not  include  all  the  information  and  footnotes  required  by  accounting  principles  generally  accepted  in  the
United  States of America for complete financial statements. For further information, please refer to
the  consolidated  financial  statements and footnotes included in the Company's Annual Report on Form 10-K for the year
ended  December  31,  2008.


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





<TABLE>
<CAPTION>



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

                                                                                  June 30,        December 31,
                                                                                   2009               2008(1)
                                                                                ----------       --------------
                                                                                (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------
<S>                                                                                  <C>             <C>
Current liabilities:

    Current portion of long-term debt                                         $   1,602,000        $ 1,777,000
    Note payable - bank                                                               1,000            399,000
    Accounts payable                                                              1,100,000          1,499,000
    Income taxes payable                                                              5,000              6,000
    Accrued expenses                                                              1,186,000          1,185,000
    Customer advances                                                                45,000             37,000
    Deferred income                                                                  85,000             85,000
                                                                                -----------         ----------

      Total current liabilities                                                   4,024,000          4,988,000

Deferred income                                                                     214,000            257,000

Long-term debt, net of current
 portion                                                                          4,315,000          5,029,000
                                                                                -----------         ----------

      Total liabilities                                                           8,553,000         10,274,000
                                                                                -----------        -----------

STOCKHOLDERS' EQUITY

Common stock - $.10 par value, 10,000,000 shares
 authorized, 4,926,000 and 4,772,000 shares issued
  at 2009 and 2008, respectively, and 4,651,000 and
   4,535,000 shares outstanding at 2009 and 2008,
    respectively                                                                    493,000             477,000
Additional paid-in capital                                                       21,299,000          21,032,000
Treasury stock, at cost, 275,000 and
 237,000 shares, respectively, at 2009 and 2008                                    (629,000)           (529,000)
Accumulated other comprehensive loss, net of tax                                    (16,000)           (125,000)
Accumulated deficit                                                              (1,476,000)         (1,129,000)
                                                                                -----------         -----------

     Total stockholders' equity                                                  19,671,000          19,726,000
                                                                                -----------         -----------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $  28,224,000         $30,000,000
                                                                              =============         ===========

<FN>

(1)  The  balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does not
include  all  the  information  and  footnotes  required  by  accounting  principles  generally  accepted  in  the
United  States  of  America  for  complete  financial  statements.


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

</TABLE>


<TABLE>
<CAPTION>




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

                                             Six Months Ended                        Three Months Ended
                                                 June 30,                                June 30,
                                        2009                  2008             2009                     2008
                                        -----                 ----            -----                    ------
<S>                                      <C>                       <C>           <C>                     <C>
Net sales                            $12,153,000           $12,483,000       $6,106,000               $5,873,000

Cost of sales                          7,320,000             7,518,000        3,547,000                3,543,000
                                     -----------           -----------       ----------               ----------

Gross profit                           4,833,000             4,965,000        2,559,000                2,330,000
                                     ------------          ------------       ---------               ----------

Selling, general and
 administrative
  expenses                              5,165,000            5,249,000        2,564,000                2,631,000
Interest expense                           88,000              182,000           42,000                   80,000
Investment and
 other income, net                        (76,000)           ( 178,000)        ( 56,000)                 (82,000)
                                      -----------           -----------       ---------              ------------
(Loss) income before
 provision for
  income taxes                           (344,000)            (288,000)           9,000                 (299,000)

Provision for
  income taxes                              3,000                7,000            3,000                    7,000
                                       -----------          ----------         ---------              -----------

NET (LOSS) INCOME                      $ (347,000)           $(295,000)       $   6,000             $   (306,000)
                                       ===========          ===========       =========             =============

Net (loss) income per
common share:


Basic                                  $     (.08)           $    (.07)       $     .00               $     (.07)
                                        =========            ==========       =========               ===========
Diluted                                $     (.08)           $    (.07)       $     .00               $     (.07)
                                       ===========           ==========       =========               ===========


<FN>

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

</TABLE>

<TABLE>
<CAPTION>



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


                                                                        Six Months Ended
                                                                           June 30,
                                                                 2009                        2008
                                                                -----                        -----
<S>                                                                <C>                        <C>
Cash flows from operating activities:

Net loss                                                     $ (347,000)                $  (295,000)

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

Share-based compensation expense                                157,000                      94,000
Amortization of intangible assets                               248,000                     324,000
Depreciation and amortization                                   112,000                     100,000
Unrealized loss on write down
 of marketable securities                                        39,000                         -
Bond premium amortization                                         5,000                       8,000
Deferred income                                                 (43,000)                   (232,000)
Bad debt expense                                                 10,000                         -

Changes in operating assets and liabilities:

Accounts receivable, net                                      2,469,000                   1,000,000
Inventories                                                    (869,000)                 (1,297,000)
Costs and estimated earnings in excess of
 billings on uncompleted contracts                                  -                      (508,000)
Other current assets                                            (30,000)                    122,000
Other assets                                                     (5,000)                      2,000
Accounts payable                                               (399,000)                   (179,000)
Accrued expenses                                                  1,000                    (168,000)
Income taxes payable                                             (1,000)                   (155,000)
Customer advances                                                 8,000                     413,000
                                                             ----------                  -----------

Net cash provided by (used in)
  operating activities                                        1,355,000                    (771,000)

Cash flows from investing activities:

Additional ICS acquisition costs                                   -                        (56,000)
Purchases of property and equipment                            (238,000)                    (46,000)
Proceeds from sale of property and equipment                      9,000                         -
Proceeds from sale of marketable securities                     233,000                   1,717,000
Purchase of marketable securities                                  -                       (816,000)
                                                               --------                   ----------

Net cash provided by investing activities                         4,000                     799,000
<FN>

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

</TABLE>


                                                                     (continued)

<TABLE>
<CAPTION>



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


                                                                        Six Months Ended
                                                                             June 30,
                                                                 2009                        2008
                                                             ---------                     --------
Cash flows from financing activities:
<S>                                                              <C>                          <C>
Purchase of treasury stock                                    (100,000)                         -
Proceeds from issuance of long-term debt
 and note payable-bank                                           3,000                     527,000
Stock option exercises                                          75,000                       1,000
Repayments of long-term debt
 and note payable-bank                                      (1,287,000)                 (1,961,000)
                                                            -----------                 -----------

Net cash used in financing activities                       (1,309,000)                 (1,433,000)
                                                            -----------                 -----------

NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                                      50,000                  (1,405,000)
                                                            -----------                 -----------

Cash and cash equivalents - January 1                        2,080,000                   3,576,000
                                                            -----------                 -----------

CASH AND CASH EQUIVALENTS - June 30                        $ 2,130,000                 $ 2,171,000
                                                           ===========                 ===========

Supplemental cash flow information:

Cash paid for interest                                     $    99,000                 $   190,000
                                                           ===========                 ===========


<FN>



The accompanying notes are an integral part of these condensed 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:
 ------    ---------------------------------------------------------------------

The  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 and six months ended June 30, 2009
are not necessarily indicative of the results of operations that can be expected
for  the  year  ending  December  31,  2009.

     These  condensed consolidated statements should be read in conjunction with
the  Company's consolidated financial statements for the year ended December 31,
2008  contained  in  the  Company's  Annual  Report  on  Form  10-K.

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.
Realized  gains  and losses are included in investment income. Prior to adoption
of  FASB  Staff  Position  115-2("FSP 115-2"), any decline in value judged to be
other-than-temporary on available-for-sale securities was included in investment
income. After adoption of FSP 115-2 at the beginning of the current quarter, 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.

     The  Company  recognizes a substantial portion of its revenue upon delivery
of  its  products;  however, 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.  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.

                  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):
------------

     At June 30, 2009, 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.  Share-based  compensation  expense was $157,000 and $78,000 for the
six  and  three  months  ended  June 30, 2009, respectively, and was $94,000 and
$51,000,  respectively,  for  the  comparable  2008  periods.

     The Company estimated the fair value of its stock option awards on the date
of grant using the Black-Scholes valuation model. The assumptions used for stock
grants  issued  during  the  following  periods  were  as  follows:

                                                 Six  Months  Ended
                                                     June  30,
                                            2009                 2008
                                            ----                 ----
Expected  Volatility                       61.86%          49.16%  to  49.62%
Risk-free  interest  rate                   1.88%           3.70%  to  4.16%
Expected  life  of  options  (in  years)    4.5                   3.6
Dividend  Yield                              -                     -

Expected  volatility  assumptions  utilized  for 2009 and 2008 were based on the
volatility  of  the  Company's  stock price for 4.5 and 3.6 years, respectively,
prior  to grant date. The risk-free rate for 2009 and 2008 is derived from the 5
and  10  year U.S. treasury yield on grant date, respectively. Expected life for
2009  was  estimated  using  the  "simplified"  method,  as  allowed  under  the
provisions  of  the  Securities  and Exchange Commission Staff Bulletin No. 107,
since  there  was no prior history of similar stock option grants. Expected life
for  2008  was based on prior history of similar option activity. Dividend yield
is  based  on  prior  history  of  cash  dividends  declared.

     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. During the six months ended June
30, 2009, approximately 84,000 shares of restricted stock were awarded to senior
management  and  independent  directors  under the 2006 Employee Stock Incentive
Plan  and  the  2009  Independent Directors Incentive Stock Plan. As of June 30,
2009, the Company had unearned compensation of $1,081,000 associated with all of
the Company's restricted stock awards, which will be expensed over the next five
years.

     Stock  option activity during the six months ended June 30, 2009, under all
stock  option  plans  is  as  follows:

                   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):
------------

                                                        Average
                                         Weighted       Remaining
                                         Average        Contractual
                           Number of     Exercise       Term
                           Shares        Price          (in  years)
                           ------        -----           -----------
Options  outstanding,
 January  1,  2009         591,000        $3.19             4

Granted                     85,000         2.00             6

Forfeited                 (119,000)        2.17             -

Exercised                  (70,000)        1.07             -
                           --------        ----          ----

Options  outstanding,
 June  30,  2009           487,000        $3.54             4
                           =======        =====             =

Outstanding  exercisable
 at  June  30,  2009       416,000        $3.80             4
                           =======        =====             =

     At  June  30, 2009 the aggregate intrinsic value of options outstanding and
options  exercisable  was  $280,000  and  $227,000,  respectively.

     The  following  table  summarizes  the  Company's  nonvested  stock  option
activity  for  the  six  months  ended  June  30,  2009:

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

Nonvested  stock  options
 at  January  1,  2009           9,000                 $3.06

Granted                         85,000                  1.02

Vested                         (22,000)                 1.74

Forfeited                       (1,000)                 2.91
                               --------                -----

Nonvested  stock  options
 at  June  30,  2009            71,000                 $1.02
                                =======                =====

     At  June 30, 2009, there was approximately $15,000 of unearned compensation
cost  related  to the above non-vested stock options. The cost is expected to be
recognized  over  approximately  the  next  four  years.

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

     In  December  2007,  the  Company entered into an amended $3,000,000 credit
facility  with a commercial lender secured by accounts receivable, inventory and
property  and  equipment ("Line of Credit"). The Line of Credit, further amended
in  November  2008, will continue from year to year unless sooner terminated for
an  event  of  default, including non-compliance with financial covenants. Loans
under  the  Line of Credit will bear interest equal to the sum of 2.25% plus the
one-month  London  Inter-bank  offer  rate  ("LIBOR")  (.31%  at June 30, 2009).
Outstanding  borrowings  under  the Line of Credit were $1,000 at June 30, 2009.

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

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

     In  April  2005,  the Company entered into a five-year $5,000,000 Term Loan
Agreement  with  the  same commercial lender to finance the acquisition of Tulip
Development  Laboratory,  Inc.  and  TDL  Manufacturing, Inc. ,its manufacturing
affiliate,  (collectively, "Tulip")("The Tulip Term Loan"). The Tulip Term Loan,
which requires compliance with certain financial covenants, have fifty-nine (59)
monthly  principal  payments  of  approximately  $60,000  and  a sixtieth (60th)
payment  of  $1,488,000  in  May  2010.  In  June  2009, the Tulip Term Loan was
amended  to  sixty-four(64)  monthly  payments  and  a  sixty-fifth  payment  of
$1,190,000  in October 2010. In November 2008, the interest rate was amended and
the  Tulip Term Loan currently bears interest equal to the sum of 2.50% plus the
one-month  LIBOR. The unpaid balance on the Tulip Term Loan at June 30, 2009 was
approximately  $2,083,000.

     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 of prime (3.25%
at  June 30, 2009) plus 2.00% (the "Tulip Shareholder Note"). Principal payments
of  $100,000 were made on a quarterly basis along with accrued interest. In June
2007,  the  Company  refinanced the balance due on the Tulip Shareholder Note of
$1,050,000  with  its  primary  commercial  lender  (the  "New Tulip Shareholder
Note").  Under  the terms of the New Tulip Shareholder Note, monthly payments of
$35,000  are made over a thirty-month period, which commenced August 2007, along
with accrued interest at a rate of 1.15% plus the one-month LIBOR. The New Tulip
Shareholder  Note  requires  compliance  with  certain  financial  covenants. In
November  2008  the interest rate was amended to equal the sum of 2.50% plus the
one-month  LIBOR.  The  unpaid balance on the New Tulip Shareholder Note at June
30,  2009  was  approximately  $245,000.

     In December 2007, the Company entered into a five year $4,500,000 Term Loan
Agreement  with  the  same  commercial  lender  to  finance  the  acquisition of
Integrated Consulting Services, Inc. d/b/a Integrated Combat Systems ("ICS")(the
"ICS  Term  Loan").  The  ICS  Term Loan, which requires compliance with certain
financial covenant ratios, has fifty-nine (59) monthly payments of approximately
$54,000  and  a sixtieth (60th) payment of approximately $1,339,000. In November
2008, the interest rate was amended to equal the sum of 2.25% plus the one-month
LIBOR  rate.  The  unpaid  balance  on  the  ICS  Term Loan at June 30, 2009 was
approximately  $3,589,000.

     The Company was not in compliance with two of its financial covenant ratios
as  of September 30, 2008. In November 2008, the Company's primary lender waived
these  covenant  defaults  and  the  Company renegotiated the financial covenant
ratios  for  the  quarterly reporting periods ending December 31, 2008 and March
31,  2009.  Beginning June 30, 2009, the financial covenant ratios reverted back
to  their  original  ratios  with  a  modification  to a certain financial ratio
covenant definition. The lender instituted an unused line fee of .25% per annum,
as  the cost to the Company for the waiver and amendment to the loan agreements.
In  connection therewith, the interest rate on the Tulip Term Loan and New Tulip
Shareholder  Note increased to the sum of 2.50% plus the one month LIBOR and the
interest  rate  on the ICS Term Loan and the Line of Credit was increased to the
sum  of  2.25%  plus  the  one  month  LIBOR.

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

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

     The Company was not in compliance with two of its financial covenant ratios
as  of  June  30,  2009.  In August 2009, the Company's primary lender agreed to
waive  these  covenant  defaults.  The  lender, in consideration of such waiver,
accessed  a  waiver  fee  of $10,000 and increased the interest rate on all term
debt,  including  the Tulip Term Loan, Tulip Shareholder Note and ICS Term Loan,
and  the  Line  of Credit equal to the sum of 3.50% plus the one month LIBOR. In
addition, the Company has agreed to reduce its Line of Credit from $3,000,000 to
$2,500,000  until  October 31, 2009, at which time it will be further reduced to
$2,000,000.

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

     The following table sets forth the computation of basic and diluted
weighted average common shares outstanding:

<TABLE>
<CAPTION>
                                                   Six Months Ended                      Three Months Ended
                                                      June 30,                               June 30,
                                             2009                  2008             2009                 2008
                                             ----                  -----            ----                 ----
<S>                                           <C>                   <C>              <C>                 <C>
Denominator:
 Denominator for basic net
  income (loss) per share -
  weighted-average common shares           4,320,000            4,504,000         4,364,000           4,508,000

Effect of dilutive securities:
 Employee and directors stock options          -                    -                26,000                -

Unearned portion of restricted
 stock awards                                  -                    -                23,000                -
                                           ----------           ---------         ---------           ----------
Denominator for diluted net
 income (loss) per share -
  weighted-average common
   shares and assumed conversion          4,320,000            4,504,000          4,413,000           4,508,000
                                          =========            =========          =========           ==========
</TABLE>

The  numerator  for  basic  and  diluted income (loss) per share for the six and
three  month  periods  ended  June  30,  2009  and  2008  is  net income (loss).

     During  the  six months ended June 30, 2009, the Company had a net loss and
therefore did not include 41,000 incremental common shares in its calculation of
diluted net loss per common share since an inclusion of such securities would be
anti-dilutive.

     During  the  six  and three months ended June 30, 2008, the Company had net
losses  and  therefore  did  not  include 273,000 and 256,000 incremental common
shares,  respectively,  in  its calculation of diluted net loss per common share
since  an  inclusion  of  such  securities  would  be  anti-dilutive.

     Options  to purchase 256,000 shares of common stock were outstanding during
the  three  months ended June 30, 2009, but were not included in the computation
of  diluted  earnings  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.

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

(NOTE 3) - Net Income (Loss) Per Common Share   (continued):
 ------    ------------------------------------------------

     Approximately  273,000  shares  of common stock were outstanding during the
six  and  three months ended June 30, 2009 and approximately 281,000 and 224,000
shares  of  common  stock were outstanding during the six and three months ended
June  30,  2008, respectively, but were not included in the computation of basic
earnings  per  share.  These  shares  were  excluded  because they represent the
unvested  portion  of  restricted  stock  awards.

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

     For  interim  periods,  the  Company  estimates  its  inventory based on an
estimate  of  its  gross  profit.


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


     Inventories are comprised of the following:


                           June 30,             December 31,
                             2009                   2008
                             ----                   ----
                         (unaudited)
Raw Materials           $ 7,691,000            $ 7,108,000
Work-in-process           4,094,000              3,853,000
Finished goods              620,000                575,000
                        -----------            -----------
     TOTAL              $12,405,000            $11,536,000
                        ===========            ===========

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

          The  following  is  a  summary  of  the  Company's  available for sale
marketable  securities  at  June  30,  2009  and  December  31,  2008:

                                                               Unrealized
                             Adjusted        Fair               Holding
June 30, 2009                 Cost           Value                Loss
-------------                -------       ----------        -----------

Corporate Bonds            $  932,000     $  907,000         $   (25,000)
U.S. Government
  Agency Bonds                113,000        113,000                -
                           ----------     ----------         -----------

Total                      $1,045,000     $1,020,000         $   (25,000)
                           ==========     ==========         ===========

December 31, 2008
-----------------

Corporate Bonds            $  974,000     $  779,000        $   (195,000)
U.S. Government
  Agency Bonds                350,000        348,000              (2,000)
                           ----------     ----------          -----------

Total                      $1,324,000     $1,127,000        $   (197,000)
                           ==========     ==========         ============


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

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

The  Company  did  not have an other than temporary impairment charge during the
three  months  ended June 30, 2009. During the three months ended March 31, 2009
and  prior  to  adoption  of  FSP  115-2,  the  Company  charged $39,000 against
investment  and other income to record the impairment in market value of certain
available-for-sale  securities  deemed  other than temporary. For the year ended
December  31,  2008,  the  Company charged $130,000 against investment and other
income-net  to  record  the  impairment  in  market  value  of  certain
available-for-sale  securities  deemed  other  than  temporary.

(NOTE7) - Fair Value of Financial Instruments:
------    -----------------------------------

     Effective  January  1,  2008,  the  Company  adopted Statement of Financial
Accounting  Standards  No.  157, "Fair Value Measurements"("SFAS No. 157"). SFAS
No.  157  applies  to  all  assets  and  liabilities that are being measured and
reported  on  a  fair  value  basis.  SFAS  No. 157 requires new 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:

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 Statement No. 157.

     The  table  below presents the balances, as of June 30, 2009, of assets and
liabilities  measured  at  fair  value  on a recurring basis by level within the
hierarchy.

                         Total          Level  1      Level  2      Level  3
                      --------          --------      --------      --------

Corporate  Bonds     $   907,000     $   907,000     $   -          $   -
U.S.  Government
  Agency  Bonds          113,000         113,000         -              -
                      ----------     -----------      -------        ------

Total  Assets         $1,020,000      $1,020,000     $   -          $   -
                      ==========      ==========     ========        ======

     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.

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

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

     For  the  six  and  three  months  ended June 30, 2009, total comprehensive
income  (loss),  net  of tax, was $(238,000) and $119,000, respectively. For the
comparable  periods  during 2008, total comprehensive income (loss), net of tax,
was  $(286,000)  and  $(289,000),  respectively.  Comprehensive  income  (loss)
consists  of  net  income  (loss)  and unrealized gains and losses on marketable
securities,  net  of  tax.

(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  Tulip  and  ICS subsidiaries. The Orbit Instrument Division and Tulip
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 managed separately as they manufacture
and  distribute  distinct  products  with  different  production  processes.

     The following is the Company's business segment information for the six and
three  month  periods  ended  June  30,  2009  and  2008:

<TABLE>
<CAPTION>

                                    Six Months Ended                      Three Months Ended
                                        June 30,                               June 30,
                              2009                 2008               2009                      2008
                             -----                ------             ------                     ----
<S>                            <C>                 <C>                 <C>                        <C>
Net sales:
  Electronics
   Domestic                $ 6,528,000        $ 7,013,000           $3,242,000                $3,016,000
   Foreign                     769,000            779,000              378,000                   435,000
                            ----------         ----------           ----------                ----------
Total Electronics            7,297,000          7,792,000            3,620,000                 3,451,000

Power Units
   Domestic                  4,354,000          3,771,000            2,131,000                 1,951,000
   Foreign                     508,000            950,000              361,000                   501,000
                           -----------        -----------            ----------                ---------
Total Power Units            4,862,000          4,721,000            2,492,000                 2,452,000

   Intersegment sales           (6,000)           (30,000)              (6,000)                  (30,000)
                            -----------        -----------            ---------                ---------
Total                      $12,153,000        $12,483,000           $6,106,000                $5,873,000
                           ===========         ===========          ===========                =========

</TABLE>

<TABLE>
<CAPTION>

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

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


(Loss) income from operations:
<S>                             <C>                <C>                    <C>                      <C>
Electronics                  $ (99,000)        $(170,000)            $  44,000                 $(278,000)
Power Units                    538,000           546,000               357,000                   323,000
Intersegment profit            (17,000)           (4,000)               (3,000)                   (4,000)
General corporate
 expenses not allocated       (754,000)         (656,000)             (403,000)                 (342,000)
Interest expense               (88,000)         (182,000)              (42,000)                  (80,000)
Investment and other income     76,000           178,000                56,000                    82,000
                               --------         --------               -------                   ---------
(Loss) income before
 income taxes                $(344,000)        $(288,000)            $   9,000                 $(299,000)
                             =========          ========             ==========                 =========

</TABLE>





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


     The  Company  applies  SFAS  No.  142,  Goodwill  and  Other  Intangible
Assets-("SFAS  142").  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. The
Company  performs  its  annual  impairment test of goodwill and other intangible
assets  at  the  end  of  its  fiscal  year.

     At  June  30,  2009,  the  Company's  intangible assets other than goodwill
consist  of  the  following:

                          Estimated        Gross                          Net
                           Useful         Carrying     Accumulated     Carrying
                            Life           Value       Amortization      Value
                            ----        -----------    ------------      -----
Customer relationships     15 Years      $2,000,000    $ (200,000)   $1,800,000
Contract backlog          1-5 Years       1,750,000    (1,503,000)      247,000
Non-Compete Agreements      3 Years         415,000      (364,000)       51,000
                                        -----------    -----------   ----------
                                         $4,165,000   $(2,067,000)   $2,098,000
                                         ==========    ==========    ==========

At  December  31,  2008,  the  Company's  intangible  assets other than goodwill
consist  of  the  following:

                         Estimated       Gross                          Net
                          Useful         Carrying     Accumulated       Carrying
                           Life          Value        Amortization      Value
                           ----          -----        ------------      -----
Customer relationships    15 Years     $2,000,000     $ ( 133,000)   $1,867,000
Contract backlog         1-5 Years      1,750,000      (1,338,000)      412,000
Non-Compete Agreements     3 Years        415,000        (348,000)       67,000
                                        ----------      ----------   ----------
                                       $4,165,000     $(1,819,000)   $2,346,000
                                       ==========     ============   ==========



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

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

Amortization expense for the next five years is expected to be as follows:

                       Year ending December 31,

                       2009            $  249,000
                       2010               250,000
                       2011               133,000
                       2012               133,000
                       2013               133,000

The Company recognized amortization expense of $248,000 and $124,000 for six and
three  months  ended  June  30,  2009,  respectively.  The  Company  recorded
amortization  expense  of $324,000 and $148,000, respectively, in the comparable
2008  periods.

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

     For  the six and three months ended June 30, 2009, the Company utilized net
operating  loss  carryforwards  to  offset  all  of  its  income  taxes  with  a
corresponding  adjustment  to its valuation allowance, except for a $3,000 state
income  tax  expense  in  Pennsylvania.  For the comparable periods in 2008, the
Company  utilized  net  operating loss carryforwards to offset all of its income
taxes,  also with a corresponding adjustment to its valuation allowance,  except
for  a  $7,000  state  and  local  income  tax  expense  in  Kentucky.

     On  January  1,  2007,  the  Company adopted Financial Accounting Standards
Board("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
-  an  interpretation  of FASB Statement No. 109"("FIN 48"). This interpretation
provides  criteria for the recognition, measurement, presentation and disclosure
of  uncertain  tax  positions.  A  tax benefit from an uncertain position may be
recognized only if it is "more likely that not" that the position is sustainable
based  on  its  technical  merits.  Additionally,  FIN  48  provides guidance on
derecognition,  classification,  interest  and  penalties, accounting in interim
periods,  disclosure  and  transition.  There  was  no  impact  of FIN 48 to the
Company's  consolidated  financial position, results of operations or cash flows
for  the  six  and  three  month  periods  ending  June  30,  2009  and  2008.

(NOTE  12)  -  Related  Party  Transactions:
----------     -----------------------------

     Tulip  leases  its  facilities from a limited partnership, the ownership of
which  is  controlled  by  the former shareholders of Tulip. The five-year lease
commenced  April  2005 and provides for monthly payments of $9,100 and increases
of  2%  each  year  for  the  first two renewal periods and 3% for the final two
renewal  periods.  For  the six and three months ending June 30, 2009, the total
amount  paid  under  this  lease  was  approximately  $59,000  and  $30,000,
respectively.  For  the comparable periods in 2008, the amounts were $58,000 and
$30,000,  respectively.



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

(NOTE  13)  -  Recent  Accounting  Pronouncements:
----------     -----------------------------------

     In  June  2009,  the  Financial  Accounting  Standards Board("FASB") issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  168,  The  "FASB
Accounting  Standards  Codification"  and  the  Hierarchy  of Generally Accepted
Accounting  Principles.  This standard does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
the  authoritative  literature  related  to a particular topic in one place. All
existing  accounting  standard  documents  will  be  superseded  and  all  other
accounting  literature  not  included  in  this  standard  will  be  considered
nonauthoritative.  The  standard  is  effective  for  interim and annual periods
ending  after  September  15,  2009. The standard will not have an impact on the
Company's  financial  condition  or  results  of  operations  and the Company is
currently  evaluating the impact to its financial reporting process of providing
codification  references  in  its  public  filings.

     In  April  2009, the FASB issued FSP Financial Accounting Standards ("FAS")
115-2  and  FAS  124-2,  "Recognition  and  Presentation of Other-Than-Temporary
Impairments."  This  FSP  changes  existing  guidance for determining whether an
impairment  of  debt  securities is other than temporary. The FSP requires other
than  temporary  impairments  to  be  separated into the amount representing the
decrease  in cash flows expected to be collected from a security (referred to as
credit  losses)  which is recognized in earnings and the amount related to other
factors  which  is recognized in other comprehensive income. This noncredit loss
component of the impairment may only be classified in other comprehensive income
if  the  holder of the security concludes that it does not intend to sell and it
will  not  more  likely  than  not  be  required  to sell the security before it
recovers its value. If these conditions are not met, the noncredit loss must  be
recognized in earnings. When adopting the FSP, an entity is required to record a
cumulative  effect  adjustment  as of the beginning of the period of adoption to
reclassify  the  noncredit  component  of  a  previously  recognized  other than
temporary  impairment  from retained earnings to accumulated other comprehensive
income.  FSP FAS 115-2 and FAS 124-2 is effective for interim and annual periods
ending  after June 15, 2009. The adoption of this FSP does not materially impact
the  Company's  condensed  consolidated  financial  statements.

     In  April 2009, the FASB issued FSP FAS 157-4, "Determining Fair Value When
the  Volume  and Level of Activity for the Asset or Liability Have Significantly
Decreased  and Identifying Transactions That Are Not Orderly." This FSP provides
additional  guidance  on  estimating  fair  value  when  the volume and level of
activity  for  an asset or liability have significantly decreased in relation to
normal  market  activity  for  the  asset  or  liability.  The FSP also provides
additional guidance on circumstances that may indicate that a transaction is not
orderly.  FSP FAS 157-4 is effective for interim and annual periods ending after
June 15, 2009. The adoption of this FSP does not materially impact the Company's
condensed  consolidated  financial  statements.

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

(NOTE  13)  -  Recent  Accounting  Pronouncements   (continued):
----------     -------------------------------------------------

     FSP  107-1,  Interim  Disclosures about Fair Value of Financial Instruments
(FSP  107-1),  increases  the  frequency  of  fair value disclosures required by
Statements  of  Financial Accounting Standards (SFAS) No. 107, Disclosures About
Fair  Value  of  Financial Instruments (SFAS No. 107). FSP 107-1 relates to fair
value disclosures for any financial instruments that are not currently reflected
on the balance sheet of companies at fair value. Prior to issuing this FSP, fair
values  for these assets and liabilities were only required to be disclosed once
a  year.  The  FSP now requires these disclosures on a quarterly basis effective
June  30  2009,  providing  qualitative  and quantitative information about fair
value  estimates for all those financial instruments not measured on the balance
sheet  at  fair  value.

     In  May  2009,  the  FASB  issued  FASB  statement  No. 165 (SFAS No. 165),
"Subsequent  Events", which is effective for reporting periods ending after June
15,  2009.  SFAS  165  establishes  general  standards  of  accounting  for  and
disclosure  of  events  that  occur  after  the  balance  sheet date, but before
financial  statements  are  issued,  or are available to be issued.  The Company
adopted SFAS No. 165 and it did not have an impact on the Company's consolidated
financial  statements.  The  Company  evaluated  all events or transactions that
occurred  after June 30, 2009 up through August 19, 2009.  During this period no
material  subsequent  events  came  to  our  attention.

(NOTE  14)  -  Equity:
----------     -------

     In  August  2008,  the  Company's  Board  of  Directors  authorized a stock
repurchase  program  allowing  the Company to purchase up to $3.0 million of its
outstanding  shares  of  common  stock  in  open  market or privately negotiated
transactions  in  compliance  with applicable laws and regulations including the
SEC's  Rules  10b5-1  and 10b-18. The timing and amount of repurchases under the
program will depend on market conditions and publicly available information and,
therefore,  repurchase  activity  may  be suspended or discontinued at any time.
During  the  six  month  period  ended  June  30,  2009, the Company repurchased
approximately  38,000 shares of its common stock at an average purchase price of
$2.60  per  share.  Total  cash  consideration  for  the  repurchased  stock was
approximately  $100,000.  From  August 2008 through August 10, 2009, the Company
purchased  approximately  334,000  shares  of  its  common  stock for total cash
consideration  of  $796,000  representing an average purchase price of $2.39 per
share.

(NOTE  15)  -  Leasing  Arrangements:
----------     ----------------------

     In  April  2009,  the  Company's  Tulip subsidiary entered into a five year
lease  for  a  new  operating facility commencing November 1, 2009. Monthly rent
payments  will be approximately $15,300 for the first two years of the lease and
approximately $16,600, $17,200 and $17,800 for years three, four and five of the
lease,  respectively.  The  lease  includes  two five year renewable options and
Tulip is also responsible for partial occupancy costs from April 1, 2009 through
October  31,  2009.

<PAGE>
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  our reports and registration statements filed with the
Securities  and  Exchange  Commission.

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

     The  results  of  operations for the three months and six months ended June
30,  2009  include  the results of ICS which was acquired effective December 31,
2007.  We  recorded  a 4.0% increase in revenues for the three months ended June
30,  2009  despite  a  delay  in  the receipt of the MK 119 order by ICS that is
accounted  for  under  the percentage of completion method.  Prior year revenues
were  adversely  affected  by  a  shipment  delay  of  a product covered under a
substantial contract for the Orbit Instrument Division.  As a result, sales from
the Electronics Group increased by 4.9% and sales from the Power Group increased
by  1.6%.  Due  to  higher  gross  margins  and  decreased  selling, general and
administrative  expenses  and  interest  expense  during  the current period, we
recorded net income of $6,000 for the three months ended June 30, 2009, compared
to  a  net  loss  of  $306,000  for  the  three  months  ended  June  30,  2008.

Net  sales  for  the six month period ended June 30, 2009 decreased by 2.6% from
the  prior six month period due to a 6.4% decrease in sales from the Electronics
Group which was partially offset by a 3.0% increase from the Power Group.  Gross
profit  as  a  percentage  of sales for the six month period ended June 30, 2009
remained  the  same  from  the  prior  six  month period. Due to the decrease in
revenue  and  profitability from ICS due to the delay in the MK 119 contract, we
recorded a net loss of $347,000 for the six months ended June 30, 2009, compared
to  a  loss  of  $295,000  for  the  six  months  ended  June  30,  2008.

Our  backlog  at  June  30,  2009  was  approximately  $12,400,000  compared  to
$15,300,000  at  June  30,  2008.  Backlog  was  $14,300,000  at March 31, 2009.
Backlog  was also affected by the delay in the MK 119 contract as well as a $1.9
million  RCU  order,  expected  in  the  first half of 2009 that was received in
August  2009.  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.

Our  success  over the past few years has significantly strengthened our balance
sheet as evidenced by our 5.2 to 1 current ratio at June 30, 2009.  We currently
have  a $3,000,000 credit facility in place. Our inventory levels have increased
from  year  end  which  is  primarily  due  to  ICS,  during the recent quarter,
commencing  the  procurement  process for materials for the MK119 contract. As a
result  of  lower than expected profitability due to the aforementioned contract
delays,  we  were  not in compliance with two of its financial covenants at June
30,  2009.

In  August  2008,  our  Board of directors authorized a stock repurchase program
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  June 30, 2009, we repurchased approximately 275,000
shares  at  an  average  price  of $2.29 per share.  Total consideration for the
repurchased  stock  was approximately $629,000.  From August 2008 through August
10,  2009,  we  purchased  approximately  334,000 shares of its common stock for
total  cash consideration of $796,000 representing an average price of $2.39 per
share.

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

The  discussion  and  analysis of our financial condition and the results of our
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
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 ensure 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 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 we had previously determined obsolete.

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

     At  December  31,  2008,  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 $20,000,000
and  $7,000,000,  respectively  that  expire  through  2020.  Approximately,
$16,000,000 of federal net operating loss carry-forwards expire between 2010 and
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  our deferred tax asset and operating results could be affected, accordingly.

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

     We  have  significant  intangible  assets  related  to  goodwill  and other
acquired  intangibles.  In  determining the recoverability of goodwill and other
intangibles,  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 other intangible assets pursuant to Statement
of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other Intangible
Assets"  ("SFAS  142"),  we  concluded  an  impairment charge should be taken at
December  31,  2008  in  connection  with the recorded goodwill arising from its
acquisitions  made  between  2005  and  2007.  If  estimates  or  their  related
assumptions used in the current testing change in the future, we may be required
to  record  further  impairment  charges.

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

     Effective  January  1,  2006, we began recognizing share-based compensation
under  SFAS  No.  123(R),  which  requires  the  measurement  at  fair value and
recognition  of  compensation  expense  for  all  share-based  awards.  Total
share-based  compensation expense was $157,000 and $78,000 for the six and three
months  ended  June  30, 2009, respectively, compared to $94,000 and $51,000 for
the  comparable  prior  year  periods. The estimated fair value of stock options
granted  in  2008  were  calculated  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.

Other  than  Temporary  Impairment
----------------------------------

     We  currently  have  in  excess  of  $1,000,000  invested in government and
corporate bonds. We treat our investments as available for sale pursuant to SFAS
No.  115  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  i) 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  and  iv)  whether  interest  payments  continue  to be made and v) any
changes  to the rating of the security by a rating agency.  Although we received
all  our  interest  payments  during  the  current  year,  we took an other than
temporary  impairment write-down of $39,000 for the three months ended March 31,
2009 consisting of bonds held in two separate issuers in which we determined the
decline  in fair value was due to adverse conditions specifically related to the
security  or  specific  conditions  in an industry.  We did not take any further
other  than  temporary  impairment  charges  for the three months ended June 30,
2009.



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

Three month period ended June 30, 2009 v. June 30, 2008
-------------------------------------------------------

     We  currently  operate  in two industry segments, the Electronics Group and
the  Power  Group.  Our  Electronics  Group,  consisting of our Orbit Instrument
Division  and its Tulip subsidiary, are engaged in the design and manufacture of
electronic  components  and  subsystems  and  its ICS subsidiary performs system
integration  for  Gun  Weapons  Systems  and  Fire  Control Interface as well as
logistics  support  and  documentation.  Our Power Group consists of our Behlman
subsidiary  and  is  engaged  in  the design and manufacture of commercial power
units.  The results of operations for the three and six month periods ended June
30,  2009  and June 30, 2008 include the operations of ICS for the entire period
since  the  acquisition  was  completed  effective,  December  31,  2007.

     Consolidated  net  sales  for  the  three  month period ended June 30, 2009
increased by 4.0% to $6,106,000 from $5,873,000 for the three month period ended
June  30, 2008.  Sales from the Electronics Group increased by 4.9%, despite the
delay  in the receipt of the MK 119 order by ICS that is accounted for under the
percentage of completion method.  Sales for the quarter ended June 30, 2008 were
adversely  affected  when  our Orbit Instrument Division was verbally advised by
one  of  its customers to provide support for several modifications to a product
that  was  under  a  substantial  contract  with many of the units scheduled for
shipment  during  the  second  quarter.  As  a  result  of  the  request,  those
deliveries that were scheduled for the second quarter were delayed to the end of
the  third  quarter  and fourth quarter of 2008 resulting in significantly lower
revenues  for  the  operating unit for the second quarter.  Sales from the Power
Group slightly increased by 1.6% for the quarter ended June 30, 2009 as compared
to  the  comparable  period  in  the  prior  year.

     Gross profit, as a percentage of sales, for the three months ended June 30,
2009  increased  to  41.9%  from 39.7% for the three month period ended June 30,
2008.  This increase resulted from a higher gross profit from both the Company's
Electronics  Group  and  Power  Group.  The  increase  in  gross profit from the
Electronics  Group  was  principally due to a higher gross profit from the Orbit
Instrument Division due to the aforementioned shipping delay that affected gross
profit  in  the  prior  year  quarter,  a  higher gross profit from Tulip due to
slightly  higher sales and product mix and despite a lower gross profit from ICS
due  to  the aforementioned MK 119 contract delay.  The increase in gross profit
from  the  Power  Group  was  principally  due  to  product  mix.

     Selling,  general  and  administrative  expenses  decreased  by  2.5%  to
$2,564,000  for  the  three month period ended June 30, 2009 from $2,631,000 for
the  three  month  period  ended June 30, 2008 principally due to lower selling,
general  and  administrative costs from the Electronics Group that was partially
offset  by higher selling, general and administrative costs from the Power Group
and  higher  corporate costs. Selling, general and administrative expenses, as a
percentage of sales, for the three month period ended June 30, 2009 decreased to
42.0%  from 44.8% for the three month period ended June 30, 2008 principally due
to the aforementioned decrease in costs from the Electronics Group along with an
increase  in  sales  from  the  business  segment.

     Interest  expense  for  the  three  months ended June 30, 2009 decreased to
$42,000  from $80,000 for the three months ended June 30, 2008 due to a decrease
in the amounts owed to lenders in the current period as a result of the pay down
of  our  term  debt  and  a  decrease  in  interest  rates.

     Investment  and other income for the three month period ended June 30, 2009
decreased to $56,000 from $82,000 for the three-month period ended June 30, 2008
principally  due to a decrease in the amounts invested during the current period
and  to  a  decrease  in  interest  rates.

     Net  income  before  taxes  was  $9,000 for the three months ended June 30,
2009,  compared  to  a  loss before taxes of $299,000 for the three months ended
June  30,  2008.  The  increase  in  net  income  was principally due to (i) the
increase  in  sales  from  both the Orbit Instrument Division and Tulip, (ii) an
increase  in  gross  profit,  (iii)  a  decrease  in  selling,  general  and
administrative  expenses,  and,  (iv)  a decrease in interest expense, despite a
decrease in revenue and profitability from ICS due to the contract delay for the
MK  119  and  a  decrease  in  investment  and  other  income.

The  income  tax  provision  for the three months ended June 30, 2009 was $3,000
compared  to $7,000 for the three months ended June 30, 2008 consisting of state
income  taxes  that  cannot  be  offset  by  any  state  net  operating  loss
carry-forwards.

As  a  result  of  the foregoing, net income for the three months ended June 30,
2009  was  $6,000  compared to a net loss of $306,000 for the three months ended
June  30,  2008.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for  the  three  months  ended June 30, 2009 increased to $232,000 compared to a
loss  of  $21,000 for the three months ended June 30, 2008.  Listed below is the
EBITDA  reconciliation  to  net  income:

                                        Three  months  ended
                                            June  30,
                                            ---------
                                     2009               2008
                                     ----                ----

Net  (loss)  income                $ 6,000            $(306,000)
Interest  expense                   42,000               80,000
Income  tax  expense                 3,000                7,000
Depreciation  and  amortization    181,000              198,000
                                   -------              -------
EBITDA                          $  232,000           $  (21,000)
                                ==========           ===========

EBITDA  is  a  non-GAAP  financial  measure  and  should  not be construed as an
alternative  to  net  income. An element of our 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 we believe 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.


Six month period ended June 30, 2009 v. June 30, 2008
-----------------------------------------------------

     Consolidated  net  sales  for  the  six  month  period  ended June 30, 2009
decreased by 2.6% to $12,153,000 from $12,483,000 for the six month period ended
June  30,  2008 due to lower sales from our Electronics Group that was partially
offset  by  increased  sales  from  the Power Group.  Sales from the Electronics
Group  decreased  by  6.4% principally due to the delay in the receipt of the MK
119 order by ICS that is accounted for under the percentage of completion method
and  despite  during  the  prior  period,  our  Orbit  Instrument Division being
verbally  advised  by  one  of  its  customers  to  provide  support for several
modifications  to  a  product  that  was  under  a  substantial  contract, which
significantly  lowered  sales  during  the second quarter.  Sales from the Power
Group  increased  by 3.0% for the current six month period compared to the prior
year.

     Gross  profit,  as a percentage of sales, for the six months ended June 30,
2009  and  June  30,  2008  remained  the  same at 39.8%.  Gross profit from our
Electronics  Group slightly increased during the current period due to increased
sales  from the Orbit Instrument Division and Tulip and product mix; and despite
a  decrease  in  sales  from  ICS.  Gross  profit  from the Power Group slightly
decreased  during  the  period  principally  due  to  product  mix.

     Selling,  general  and  administrative  expenses  decreased  by  1.6%  to
$5,165,000  for the six month period ended June 30, 2009 from $5,249,000 for the
six  month  period ended June 30, 2008 principally due to lower selling, general
and  administrative  costs from the Electronics Group which was partially offset
by  higher  selling,  general  and administrative costs from the Power Group and
higher  corporate  costs.  The  lower  selling, general and administrative costs
from  the  Electronics  Group  was  principally  due  to  certain  cost  cutting
initiatives and to a decrease in the non-cash amortization of intangible assets,
due  to  certain  of  those  assets  becoming fully amortized in a prior period.
Selling,  general and administrative expenses, as a percentage of sales, for the
six  month  period ended June 30, 2009 increased to 42.5% from 42.0% for the six
month  period ended June 30, 2008 principally due to the reduction in sales from
the  Electronics  Group  that  was partially offset by the decrease in expenses.

     Interest  expense  for  the  six  months  ended  June 30, 2009 decreased to
$88,000  from  $182,000 for the six months ended June 30, 2008 due to a decrease
in the amounts owed to lenders in the current period as a result of the pay down
of  our  term  debt  and  to  a  decrease  in  interest  rates.

     Investment  and  other  income for the six month period ended June 30, 2009
decreased  to $76,000 from $178,000 for the six-month period ended June 30, 2008
principally due to a decrease in the amounts invested during the current period,
a  decrease  in  interest  rates  and  a $39,000 other than temporary impairment
charge  related to certain corporate bonds held by us taken in the first quarter
of  2009.


     Loss  before  income  taxes  increased to $344,000 for the six months ended
June  30,  2009 from the loss before income taxes of $288,000 for the six months
ended June 30, 2008.  The increase in the loss was principally due to a decrease
in  revenue  and  profitability from ICS due to the contract delay on the MK 119
and a decrease in investment and other income, despite an increase in sales from
both the Orbit Instrument Division and Tulip, a decrease in selling, general and
administrative  expenses  and  a  decrease  in  interest  expense.

The  income  tax  provision  for  the  six months ended June 30, 2009 was $3,000
compared  to  $7,000  for the six months ended June 30, 2008 consisting of state
income  taxes  that  cannot  be  offset  by  any  state  net  operating  loss
carry-forwards.

As  a  result  of the foregoing, net loss for the six months ended June 30, 2009
increased  to  $347,000  from  the net loss of $295,000 for the six months ended
June  30,  2008.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for  the six months ended June 30, 2009 decreased to $104,000 for the six months
ended June 30, 2008 compared to $318,000 for the six months ended June 30, 2008.
Listed  below  is  the  EBITDA  reconciliation  to  net  income:

                                           Six  months  ended
                                              June  30,
                                              ---------
                                     2009                     2008
                                     ----                     ----

Net  (loss)  income               $(347,000)             $(295,000)
Interest  expense                    88,000                182,000
Income  tax  expense                  3,000                  7,000
Depreciation  and  amortization     360,000                424,000
                                   --------                -------
EBITDA                           $  104,000               $318,000
                                  =========               ========


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

     Working  capital  decreased  to  $16,772,000  at  June 30, 2009 compared to
$17,136,000  at  December  31,  2008.  The  ratio  of  current assets to current
liabilities  was  5.2 to 1 at June 30, 2009 compared to 4.4 to 1 at December 31,
2008.  The  decrease  in  working  capital was primarily attributable to the net
loss  for  the  period,  repayments  of debt and the purchase of treasury stock.

Net cash provided by operations for the six month period ended June 30, 2009 was
$1,355,000,  primarily  attributable  to the decrease in accounts receivable and
the  non-cash  amortization  of  intangible  assets,  depreciation  and  stock
compensation  expense,  despite  the  net  loss  for the period, the increase in
inventory  and the decrease in accounts payable. Net cash used in operations for
the six month period ended June 30, 2008 was $771,000, primarily attributable to
the  net  loss  for  the  period,  the  non-cash deferred income, an increase in
inventory  and costs and estimated earnings in excess of billings, a decrease in
accounts  payable,  accrued  expenses  and  income  taxes  payable,  despite the
non-cash  amortization of intangible assets, the decrease in accounts receivable
and  the  increase  in  customer  advances.

Cash  flows provided by investing activities for the six month period ended June
30, 2009 was $4,000, primarily attributable to the sale of marketable securities
and  the sale of fixed assets that was partially offset by the purchase of fixed
assets.  Cash  flows  provided  by investing activities for the six month period
ended  June  30,  2008  was  $799,000,  primarily  attributable  to  the sale of
marketable  securities  that  was partially offset by the purchase of marketable
securities,  the  purchase  of  property  and  equipment  and  additional  costs
associated  with  the  ICS  acquisition.

     Cash flows used in financing activities for the six month period ended June
30,  2009  was  $1,309,000, primarily attributable to the repayment of long term
debt  and  the  purchase  of  treasury  stock  that  was partially offset by the
exercise  of  stock  options.  Cash  flows  used  in  financing  activities  was
$1,433,000,  primarily  attributable to the repayment of long term debt that was
partially  offset  from  loan  proceeds  from  the  our  line  of  credit.

     In  December  2007,  we  entered into an amended $3,000,000 credit facility
with  a commercial lender secured by accounts receivable, inventory and property
and equipment(the "Line of Credit").  In April 2005, we entered into a five-year
$5,000,000  Term Loan Agreement to finance the acquisition of Tulip ("Tulip Term
Loan")  and  its  manufacturing  affiliate.  In December 2007, we entered into a
five-year $4,500,000 Term Loan Agreement to finance the acquisition of ICS ("ICS
Term  Loan").  In  connection with the ICS Term Loan, the interest rates on both
term  loan  agreements, including the Tulip Term and ICS Term Loan, and the Line
of  Credit  were  amended to equal a certain percentage plus the one month LIBOR
depending  on  a  matrix  related  to a certain financial covenant.  The Line of
Credit  will continue from year to year unless sooner terminated for an event of
default  including  non-compliance  with certain financial covenants.  Principal
payments  under  the  two  term  loan  facilities are approximately $113,000 per
month.  Outstanding  borrowings under the Line of Credit were $1,000 at June 30,
2009.  The  Tulip  Term  Loan  and  the  ICS  Term  Loan  had unpaid balances of
$2,083,000  and  $3,589,000,  respectively,  at  June  30,  2009.

In  April  2005, we entered into a five year $2,000,000 Promissory Note with the
selling  shareholders of Tulip ("Tulip Shareholder Note") at an interest rate of
prime  (3.25%  at  March  31, 2009) plus 2.00% .  Principal payments of $100,000
were  made  on  a quarterly basis along with accrued interest.  In June 2007, we
refinanced the balance due on the  Tulip Shareholder Note of $1,050,000 with our
primary  commercial lender ( the "New Tulip Shareholder Note").  Under the terms
of  the  New  Tulip  Shareholder  Note, monthly payments of $35,000 will be made
over  a  thirty-month  period (through January 2010) along with accrued interest
pursuant  to  the  interest  terms  described  below.  The New Tulip Shareholder
Note's  unpaid  balance  at  June  30,  2009  was  approximately  $245,000.

As  a  result  of lower profitability related to customer shipping delays in the
first  and  second  quarter  of  2008, we were not in compliance with two of our
financial covenants at September 30, 2008.  In November 2008, our primary lender
waived the covenant default of two of its financial ratios at September 30, 2008
and  we  renegotiated  the financial covenant ratios for the quarterly reporting
periods  December  31,  2008  and  March 31, 2009.  Beginning June 30, 2009, the
covenants  were to revert back to their original ratios with a modification to a
certain  financial  ratio  covenant definition.  The lender instituted an unused
line  fee of .25% per annum, as a cost to us for the waiver and amendment to the
loan  agreements.  In  connection therewith, the interest rate on the Tulip Term
Loan  and the New Tulip Shareholder Note, increased to the sum of 2.50% plus the
one  month  LIBOR  and the interest rate on the ICS Term Loan and Line of Credit
was  increased  to  the sum of 2.25% plus the one month LIBOR. At June 30, 2009,
the  one  month  LIBOR  was  equal to 0.31%.  We were in compliance with all our
financial  covenants  at  March  31,  2008.

     As  a  result  of  decreased  revenue and profitability due to the customer
contract  delay  for  the  MK  119  that  is  recorded  under  the percentage of
completion  method,  the Company was not in compliance with two of its financial
covenant  ratios  as  of  June  30,  2009. In August 2009, the Company's primary
lender  agreed to waive these covenant defaults. The lender, in consideration of
such waiver, accessed a waiver fee of $10,000 and increased the interest rate on
all  term  debt,  including  the Tulip Term Loan, Tulip Shareholder Note and ICS
Term  Loan,  and the Line of Credit equal to the sum of 3.50% plus the one month
LIBOR.  In  addition,  the  Company has agreed to reduce its Line of Credit from
$3,000,000  to  $2,500,000  until  October  31.  2009,  at which time it will be
further  reduced  to  $2,000,000.

Our  contractual obligations and commitments as of June 30, 2009, are summarized
as  follows:

                                     Less  than       1-2       3-5
                       Total         One  Year       Years     Years
                       -----         ----------      ------    ------

Long-term  debt        $5,917,000     $1,602,000   $2,654,000  $1,661,000

Note  Payable               1,000          1,000         -          -

Employment
 Contracts              3,172,000      2,011,000    1,161,000       -

Operating  leases       3,749,000        895,000    1,757,000   1,097,000
                      -----------     ----------    ---------   ---------

Total  contractual
Obligations           $12,839,000     $4,509,000   $5,572,000  $2,758,000
                      ===========     ==========   ==========  ==========

     Our  existing  capital  resources, including our bank credit facilities and
its  cash  flow  from  operations  are 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  allowing us to purchase up to $3.0 million of its outstanding shares of
common  stock  in  open market or privately negotiated transactions.  During the
period  from  August  2008  through  June 30, 2009, we repurchased approximately
275,000  shares at an average price of $2.29 per share.  Total consideration for
the  repurchased  stock  was approximately $629,000.  From August through August
10,  2009,  we  purchased  approximately  334,000 shares of its common stock for
total  cash consideration of $796,000 representing an average price of $2.39 per
share.

     Inflation  has  not  materially  impacted  our  operations.

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

     During  the  second  quarter  of  2008,  our  Orbit Instrument Division was
verbally  advised  by  one of its customers to provide support for the immediate
development  of  certain modifications to a product for the Division.  This "out
of  scope" support caused a delay in a significant amount of shipments scheduled
throughout  2008  which  resulted in a decrease in revenue and profitability for
2008.  The  Division worked closely with this customer and shipment of the units
resumed  in the third quarter.  However, a significant number of units scheduled
for  shipment  by  December 31, 2008 are now being shipped in 2009. In addition,
that  same  customer  has  approached  us  and  requested  a modification to the
existing Memorandum of Agreement so that additional units may be procured before
the end of the year.  However, this modification was delayed and not received by
us  until  August 2009.  Consequently, certain shipments planned for 2009 may be
delayed  until  2010.  In addition, ICS has experienced a delay in the award for
its  MK  119  Gun Console System which has affected its first and second quarter
shipments.  This award is still being delayed although ICS has been assured that
these  orders  have  been  given  a  high priority by the government contracting
office  and  will  be received shortly. Due to the assurance from the government
and  in  order to attempt to meet anticipated delivery schedules, ICS during the
second  quarter,  commenced  the  procurement  process  for  materials  on  the
anticipated  contract  award.  Once  received, ICS will most likely apply a very
intense  labor  effort  in  order to meet contract delivery schedules.  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  Power  Group  had  a record year of bookings and revenue in 2008.  The
commercial  division  of  the  Power Group has historically been vulnerable to a
weak  economy.  However,  bookings in the commercial division were sustained and
bookings  from  the custom division remained fairly strong near the end of 2008.
However,  due to current economic conditions and its effect on capital spending,
the  Power  Group's  commercial  division has experienced a decrease in bookings
through  the  first  half  of  2009  but  it has been more than offset by strong
bookings  in  its  custom  division.

In  April  2005, we completed the acquisition of Tulip and its operations became
part  of  our Electronics Group.  In December 2007, we completed the acquisition
of  ICS  which also became part of the Electronics Group.  Our Electronics Group
and  the  Custom  Division  of our Power Group are heavily dependent on military
spending.  The  events  of September 11, 2001, have put a tremendous emphasis on
defense  and homeland security spending and we have benefited from an increasing
defense  budget.   Although the Electronics Group and the Custom Division of the
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 an unprecedented amount 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.

     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 under that contract.  During 2008, due to shipping schedules,
our  second  half  of  the  year  was  stronger than the first half.  Due to the
contract  delay  in  the  first and second quarter experienced by ICS, we expect
2009  to  have  a stronger operating performance in the second half of the year.

     Despite  the  increase  in  military  spending, 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.

     We are heavily dependent upon military spending as a source of revenues and
income.  However,  even  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
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 our 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 us some diversity and the additions of Tulip and ICS
gives  the  Electronics  Segment  a  more  diversified  customer  base.

     Our  business  strategy  is  to  expand  its  operations through strategic,
accretive  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 and in December
2007,  we  completed  the  acquisition  of ICS. However, 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 the interest payments, in which
case,  we  will  be  required to pay them out of Orbit's operations which may be
adversely  affected.  We  continue to review acquisition candidates but there is
no  assurance  that  an  acquisition  will  be  completed  in  2009.

During  the second quarter of 2007, we expanded the activities of our investment
banker to include the pursuit of alternative strategies, including the potential
sale  of the Company as a means of enhancing shareholder value. In June 2008, we
terminated  such activities with the investment banker.  In May 2009, we hired a
new  investment  banker and continue to pursue strategic alternatives to enhance
shareholder  value.  However,  there  is  no assurance that a sale or any of the
other  strategic  alternatives  will  be  accomplished.


Item  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISKS

Not  Applicable.

Item  4T.     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  our  management,  including  our  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 our 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 June 30, 2009 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
          None.

ITEM  1A.  RISK  FACTORS

          Not  applicable.

ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

 ISSUER'S  PURCHASE  OF  EQUITY  SECURITIES:

<TABLE>
<CAPTION>



<S>                 <C>           <C>                         <C>                                    <C>
                    (a)           (b)                         (c)                                   (d)
Period               Total                                                                           Maximum Number(or
                     Number of     Average Price Paid          Total Number of Shares(or Units)      Approximate Dollar Value)
                     Shares(or     Per Share(or Unit)          Purchased as part of Publicly         of Shares(or Units) that May
                     Units)                                    Announced Plans or Programs           Yet Be Purcahsed Under the
                     Purchased                                                                       Plans or Programs
-------             ----------     -------------------         ---------------------------------     --------------------------
April  1- 30, 2009     5,032             $ 2.86                            5,032                           $ 2,413,000

May 1-31, 2009        10,438             $ 3.09                           10,438                           $ 2,381,000

June 1-30, 2009        3,311             $ 3.12                            3,311                           $ 2,371,000
                      ------            -------                           ------                          ------------
Total                 18,781             $ 3.04                           18,781                           $ 2,371,000
                      ======             ======                           ======                           ===========
</TABLE>


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
          None

ITEM  4.  SUBMISSIONS  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     An  Annual  Meeting  of  our  Stockholders  was held on June 19, 2009.  The
holders  of  4,591,106  shares  of our common stock were entitled to vote at the
meeting.  The  holders of 4,437,019 shares of our common stock, or approximately
97%  of  shares were entitled to vote at the meeting, were represented in person
or  by  proxy.  The  following  actions  took  place:

1.     The  stockholders voted for the election of each of the following persons
nominated  to  serve  as a Director of the Company until the next annual meeting
and  until his successor is elected and qualified:  Dennis Sunshine by 4,381,879
votes  for  and 55,140 against, Bruce Reissman by 4,376,736 votes for and 60,283
against,  Mitchell  Binder  by  4,373,733  votes for and 63,286 against, Bernard
Karcinell  by 4,215,267 votes for and 221,752 against, Lee Feinberg by 4,355,316
votes  for  and  81,703 against, Sohail Malad by 4,202,280 votes for and 234,924
against  and  Fredric  Gruder  by  4,201,997  votes  for  and  235,022  against.

2.     With respect to Proposal 2 the adoption of the 2009 Independent Directors
Incentive  Stock  Plan,  stock holders voted 1,399,175 for and 1,614,677 against
(23,303  abstained)  which  did  not  constitute  the  needed votes for passage.
Accordingly,  we  have  terminated  proxy  solicitation  for  this  proposal.

3.     The  stockholders  voted 4,031,416 for and 281,297 against the resolution
relating  to  the  appointment  of  McGladrey  &  Pullen  LLP as the independent
auditors  and  accountants  for the Company for the year ended December 31, 2008
(124,305  votes  abstained).

ITEM  5.  OTHER  INFORMATION

          None

ITEM  6.  EXHIBITS

          Exhibit  Number     Description
          ---------------     -----------
               10.1*         Limited  Covenant  Waiver  and  Amendment  to
                             Tulip  Term  Loan,  Tulip  Shareholder  Note
                             and  ICS  Term  Loan  and  Line  of  Credit.
               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.



<PAGE>

                                   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:     August 19, 2009     /s/ Dennis Sunshine
                               -------------------
                              Dennis Sunshine, President,
                              Chief Executive Officer and
                              Director



Dated:     August 19, 2009     /s/ Mitchell Binder
                               ------------------
                              Mitchell Binder, Executive
                              Vice President, Chief
                              Financial Officer
                              and Director








<PAGE>