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 September 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: 4,557,801 shares of common
stock,  par  value  $.10,  as  of  November  10,  2009.

<TABLE>
<CAPTION>


                                                   INDEX


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

Part I.     Financial Information:

            Item 1 - Financial Statements:

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

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

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

            Notes to Condensed Consolidated Financial Statements (unaudited)                            8-20

            Item 2 - Management's Discussion and Analysis of Financial
            Condition and Results of Operations                                                        21-34

            Item 3. - Quantitative and Qualitative Disclosures
            About Market Risk                                                                             34

            Item 4T. - Controls and Procedures                                                            34

Part II.    Other Information:

            Item 2 - Changes in Securities and Use of Proceeds                                            35

            Item 6 - Exhibits                                                                             35

            Signatures                                                                                    36

            Exhibits                                                                                   37-42
</TABLE>


<TABLE>
<CAPTION>

                                       PART I - FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

                                 ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                                   CONDENSED CONSOLIDATED BALANCE SHEETS


                                                      September 30,        December 31,
                                                          2009               2008(1)
                                                          ----               -------
                                                       (unaudited)
ASSETS
------
Current assets:
<S>                                                  <C>                   <C>
   Cash and cash equivalents                          $ 2,331,000         $ 2,080,000
   Investments in marketable securities                   991,000           1,127,000
   Accounts receivable (less allowance for
    doubtful accounts of $145,000)                      4,894,000           6,333,000
   Inventories                                         11,585,000          11,536,000
   Costs and estimated earnings in excess
    of billings on uncompleted contracts                  435,000                 -
   Deferred tax asset                                     770,000             850,000
   Other current assets                                   269,000             198,000
                                                       ----------          ----------

Total current assets                                   21,275,000          22,124,000

Property and equipment, net                             1,215,000             655,000

Goodwill                                                2,909,000           2,909,000

Intangible assets, net                                  1,973,000           2,346,000

Deferred tax asset                                      1,353,000           1,322,000

Other assets                                              652,000             644,000
                                                       ----------        ------------

TOTAL ASSETS                                          $29,377,000         $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)

                                                      September 30,        December 31,
                                                          2009                2008(1)
                                                      ------------        --------------
                                                       (unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
<S>                                                  <C>                    <C>
   Current portion of long-term debt                  $ 1,497,000         $ 1,777,000
   Note payable - bank                                  1,181,000             399,000
   Accounts payable                                     1,318,000           1,499,000
   Income taxes payable                                     5,000               6,000
   Accrued expenses                                     1,234,000           1,185,000
   Customer advances                                       27,000              37,000
   Deferred income                                         85,000              85,000
                                                     ------------         -----------

Total current liabilities                               5,347,000           4,988,000

Deferred income                                           193,000             257,000

Long-term debt, net of current
 maturities                                             3,976,000           5,029,000
                                                     ------------         -----------

Total liabilities                                       9,516,000          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 4,562,000 and
  4,535,000 shares outstanding at 2009 and 2008,
  respectively                                            493,000             477,000
Additional paid-in capital                             21,375,000          21,032,000
Treasury stock, at cost, 364,000 and
  237,000 shares, respectively                           (898,000)           (529,000)
Accumulated other comprehensive gain (loss),
  net of tax                                               47,000            (125,000)
Accumulated deficit                                    (1,156,000)         (1,129,000)
                                                     ------------         -----------

Total stockholders' equity                             19,861,000          19,726,000
                                                     ------------         -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $29,377,000         $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 STATEMENTS OF OPERATIONS
                                                                    (unaudited)

                                           Nine Months Ended                          Three Months Ended
                                             September 30,                               September 30,
                                         2009              2008                    2009                  2008
                                         ----              ----                    ----                  ----
<S>                                   <C>                <C>                     <C>                   <C>
Net sales                            $19,029,000        $19,434,000             $ 6,876,000          $6,951,000

Cost of sales                         11,471,000         11,730,000               4,151,000           4,212,000
                                     -----------        -----------               ----------          ---------

Gross profit                           7,558,000          7,704,000               2,725,000           2,739,000
                                     -----------        -----------              ----------           ---------

Selling, general and
 administrative
  expenses                             7,606,000          7,757,000               2,441,000           2,508,000
Interest expense                         141,000            261,000                  53,000              79,000
Investment and
 other income, net                      (157,000)          (249,000)                (81,000)            (71,000)
                                     ------------        -----------             -----------          ----------
(Loss) income before
 (benefit) provision
  for income taxes                       (32,000)           (65,000)                312,000             223,000

(Benefit) provision
  for income taxes                        (5,000)            15,000                  (8,000)              8,000
                                      -----------        ----------             -----------           ---------

NET (LOSS) INCOME                     $  (27,000)        $ ( 80,000)              $ 320,000          $  215,000
                                      ===========       ============            ===========          ==========

Net (loss) income per
common share:


        Basic                         $  (.01)            $  (.02)                 $  .07                $.05
        Diluted                       $  (.01)            $  (.02)                 $  .07                $.05
<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)

                                                                Nine Months Ended
                                                                 September 30,
                                                          2009                   2008
                                                          ----                    ----
<S>                                                     <C>                     <C>
Cash flows from operating activities:
Net loss                                            $  ( 27,000)             $   (80,000)

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

Share-based compensation expense                         233,000                 171,000
Amortization of intangible assets                        373,000                 474,000
Depreciation and amortization                            165,000                 149,000
Loss on write down
  of marketable securities                                39,000                     -
(Gain) loss on sale of marketable securities             (26,000)                  8,000
Bond premium amortization                                  6,000                  11,000
Deferred income                                          (64,000)               (253,000)
Provision for doubtful accounts                           10,000                     -

Changes in operating assets and liabilities:

Accounts receivable, net                               1,429,000                (854,000)
Inventories                                              (49,000)             (1,237,000)
Costs and estimated earnings in excess of
  billings on uncompleted contracts                     (435,000)             (1,124,000)
Due from ICS sellers                                        -                    103,000
Other current assets                                     (71,000)                 61,000
Other assets                                              (8,000)                    -
Accounts payable                                        (181,000)                702,000
Accrued expenses                                          49,000                 (85,000)
Income taxes payable                                      (1,000)               (161,000)
Customer advances                                        (10,000)                348,000
                                                    ------------             -----------

Net cash provided by (used in) operating
   activities                                          1,432,000              (1,767,000)

Cash flows from investing activities:

Additional ICS acquisition costs                            -                    (97,000)
Purchases of property and equipment                     (734,000)               (118,000)
Sale of property and equipment                             9,000                   -
Sale of marketable securities                            388,000               2,076,000
Purchase of marketable securities                           -                 (1,033,000)
                                                     ------------            ------------

Net cash (used in) provided by investing
  activities                                            (337,000)                 828,000

                                                                     (continued)

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

                                                                Nine Months Ended
                                                                  September 30,
                                                          2009                   2008
                                                          ----                   ----
Cash flows from financing activities:

Purchase of treasury stock                             (369,000)               (109,000)
Proceeds from issuance of long-term debt
  and note payable-bank                               1,184,000               1,520,000
Stock option exercises                                   75,000                   9,000
Repayments of long-term debt
  and note payable-bank                              (1,734,000)             (2,506,000)
                                                     -----------             -----------

Net cash used in financing activities                (  844,000)             (1,086,000)
                                                     -----------             -----------

NET INCREASE (DECREASE) IN
     CASH AND CASH EQUIVALENTS                          251,000              (2,025,000)
                                                     ----------              -----------

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

CASH AND CASH EQUIVALENTS - September 30             $2,331,000              $1,551,000
                                                     ==========              ==========

Supplemental cash flow information:

Cash paid for interest                               $  142,000              $  265,000
                                                     ==========              ==========

<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 nine months ended September 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  Financial  Accounting  Standards Board ("FASB") issued FASB Accounting
Standards  Codification  ("ASC")  effective  for financial statements issued for
interim  and  annual  periods  ending  after  September  15, 2009. The ASC is an
aggregation  of  previously  issued  authoritative  U.S.  generally  accepted
accounting principles ("GAAP") in one comprehensive set of guidance organized by
subject  area.  In  accordance  with  the  ASC,  references to previously issued
accounting  standards have been replaced by ASC references. Subsequent revisions
to  GAAP  will be incorporated into the ASC through Accounting Standards Updates
(ASU).  The ASC did not have an effect on the Company's results of operations or
financial  condition.

In  accordance  with  ASC  855, the Company evaluated all events or transactions
that  occurred after September 30, 2009 up through the filing of this Form 10-Q,
November 20, 2009.  During this period no material subsequent events came to our
attention.

     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  an  amendment  to  ASC  320,  Investments  - Debt and Equity Securities, any
decline  in  value  judged  to  be  other-than-temporary  on  available-for-sale
securities  was included in investment income. After adoption of an amendment to
ASC  320  at the beginning of the second 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.



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

     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.

     At  September  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 $233,000 and
$76,000  for  the  nine and three months ended September 30, 2009, respectively,
and  was  $171,000  and  $77,000, 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:

                                               Nine  Months  Ended
                                                 September  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.


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


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  nine  months  ended September 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  September  30, 2009, the Company had
unearned  compensation  of  $1,005,000  associated  with  all  of  the Company's
restricted  stock  awards,  which  will  be  expensed  over the next five years.

     Stock  option  activity  during  the  nine months ended September 30, 2009,
under  all  stock  option  plans  is  as  follows:
                                                           Average
                                           Weighted        Remaining
                                           Average         Contractual
                            Number  of     Exercise        Term
                              Shares       Price          (in  years)
                              ------        -----          -----------

Options  outstanding,
 January  1,  2009           591,000        $3.19             4

Granted                       85,000         2.00             6

Forfeited                   (125,000)        2.15             -

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

Options  outstanding,
 September  30,  2009        481,000        $3.56             4
                             =======        =====             =

Outstanding  exercisable
 at  September  30,  2009    410,000        $3.83             4
                             =======        =====             =

     At  September 30, 2009 the aggregate intrinsic value of options outstanding
and  exercisable  was  $405,000  and  $311,000,  respectively.

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





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

                               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  September  30,  2009      71,000                 $1.02
                              =======                 =====

     At  September  30,  2009,  there  was  approximately  $14,000  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
to  a $2,500,000 credit facility in August 2009, 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 3.50% plus the one-month London Inter-Bank Offer Rate ("LIBOR") (.25%
at  September  30,  2009).  Outstanding borrowings under the Line of Credit were
$1,181,000  at  September 30, 2009 and availability under the Line of Credit was
$1,319,000.

     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, "TDL")("The TDL Term Loan"). The TDL Term Loan, which
requires  compliance with certain financial covenants, was payable in 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 TDL Term Loan was amended
so that the then remaining eleven (11) monthly payments would be paid in fifteen
(15) monthly payments of approximately $60,000 and a sixteenth (16th) payment of
$1,190,000  in  October  2010. In August 2009, the interest rate was amended and
the  TDL  Term  Loan currently bears interest equal to the sum of 3.50% plus the
one-month  LIBOR.  The unpaid balance on the TDL Term Loan at September 30, 2009
was  approximately  $1,905,000.



                  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 $2,000,000 Promissory Note
with  the  selling  shareholders  of  TDL at an interest rate of prime (3.25% at
September  30, 2009) plus 2.00% (the "TDL Shareholder Note"). Principal payments
of  $100,000  were  made  on  a  quarterly basis along with accrued interest. In
September  2007,  the  Company refinanced the balance due on the TDL Shareholder
Note  of $1,050,000 with its primary commercial lender (the "New TDL Shareholder
Note").  Under  the  terms  of the New TDL 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 TDL
Shareholder Note requires compliance with certain financial covenants. In August
2009, the interest rate was amended to equal the sum of 3.50% plus the one-month
LIBOR.  The unpaid balance on the New TDL Shareholder Note at September 30, 2009
was  approximately  $140,000.

     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 August
2009, the interest rate was amended to equal the sum of 3.50% plus the one-month
LIBOR  rate.  The  unpaid balance on the ICS Term Loan at September 30, 2009 was
approximately  $3,428,000.

     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 TDL Term Loan and New TDL
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.

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 TDL Term Loan, New TDL 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  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.

                  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 September 30, 2009. In November 2009, the Company's primary lender agreed
to  waive  these  covenant  defaults  as  of  September  30,  2009, to amend the
requirement  for one of the financial ratios at December 31, 2009 and thereafter
and  to  delete  one  of the financial ratio covenants and replace it with a new
covenant  requirement  for  December  31,  2009 and thereafter. The Company also
agreed  to  two new covenants, one which requires the Company to obtain a signed
commitment  letter  from  another  lender  by February 28, 2010 or be assessed a
$35,000  fee,  and  another which requires an equipment appraisal and collateral
field  exam,  at the Company's expense, if all obligations to the lender are not
paid  by March 31, 2010. The lender, in consideration of such waiver, assessed a
waiver fee of $15,000 and increased the interest on all term debt, including the
TDL  Term  Loan,  New TDL Shareholder Note and ICS Term Loan, and on the Line of
Credit  to  a  rate  equal  to  the  sum  of  4.00% plus the one month LIBOR. In
addition,  the  Company  agreed  to reduce its Line of Credit from $2,000,000 to
$1,500,000  at  December  31, 2009 and for the Line of Credit to expire June 30,
2010.

(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>
                                               Nine Months Ended                  Three Months Ended
                                                 September 30,                      September 30,
 <S>                                       <C>               <C>              <C>                   <C>
                                            2009              2008             2009                 2008
-----------------------------------        -----              ----            -----                 -----
Denominator:
  Denominator for basic net
  income (loss) per share -
  weighted-average common shares          4,343,000        4,529,000       4,346,000               4,547,000

Effect of dilutive securities:
 Employee and directors stock options         -                 -             70,000                 158,000
 Unearned portion of restricted
  stock awards                                -                 -             29,000                   1,000
                                         ---------      -----------       ----------            ------------
Denominator for diluted net
  income (loss) per share -
  weighted-average common
shares and assumed conversion             4,343,000        4,529,000       4,445,000               4,706,000
                                        ===========      ===========       =========               =========

</TABLE>


     During  the  nine months ended September 30, 2009 and 2008, the Company had
net  losses  and therefore did not include 98,000 and 231,000 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  255,000  and  123,000  shares  of  common stock were
outstanding  during  the  three  months  ended  September  30,  2009  and  2008,
respectively,  but  were not included in the computation of diluted earnings per
share.  The  inclusion of these options would have been anti-dilutive due to the
options'  exercise  prices  being  greater  than the average market price of the
Company's  common  shares  during  the  respective  period.


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

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

     Approximately  252,000  shares  of common stock were outstanding during the
nine  and three months ended September 30, 2009 and approximately 209,000 shares
of  common  stock  were outstanding during the comparable 2008 periods, 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 and related gross
profit.

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

     Inventories are comprised of the following:

                            September 30,     December 31,
                                2009              2008
                                ----              ----

Raw Materials              $ 7,183,000       $ 7,108,000
Work-in-process              3,823,000         3,853,000
Finished goods                 579,000           575,000
                           -----------       -----------
     TOTAL                 $11,585,000       $11,536,000
                           ===========       ===========


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

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

                                                         Unrealized
                         Adjusted        Fair               Holding
September 30, 2009         Cost          Value          Gain (loss)
------------------         ----          -----          -----------

Corporate Bonds         $  916,000     $  990,000       $    74,000
U.S. Government
  Agency Bonds               1,000          1,000               -
                        ----------         ------        ----------
Total                   $  917,000     $  991,000          $ 74,000
                        ==========     ==========          ========


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

Corporate Bonds         $  974,000     $  774,000          (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 month periods ended September 30, 2009 and June 30, 2009. During the three
months  ended  March  31, 2009 and prior to adoption of an amendment to ASC 320,
Investments-Debit  and  Equity  Securities,  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.

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

     Effective  January  1,  2008,  the  Company  adopted  ASC  820,  Fair Value
Measurements  and  Disclosures,  which  applies  to  all  financial  assets  and
liabilities  that are being measured and reported on a fair value basis. ASC 820
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 ASC 820. All of the Company's
cash  and  cash  equivalents  are  considered  Level  1  investments.

The  table  below presents the balances, as of September 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     $   990,000     $   990,000      $   -         $   -
U.S.  Government
  Agency  Bonds            1,000           1,000          -             -
                           -----           -----       -----         -----

Total  Assets           $991,000      $  991,000      $   -         $   -
                        ========      ==========       =====        =====



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


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

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

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

     For  nine  and  three  months ended September 30, 2009, total comprehensive
income,  net of tax, was $145,000 and $383,000, respectively. For the comparable
periods  during  2008,  total  comprehensive  income  (loss),  net  of  tax, was
$(121,000)  and  $165,000, 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  TDL  and  ICS subsidiaries. The Orbit Instrument Division and TDL are
engaged  in the design, manufacture and sale of customized electronic components
and subsystems. ICS performs system integration for Gun Weapons Systems and Fire
Control  Interface as well as logistics support and documentation. The Company's
Power Units Segment, through the Company's Behlman Electronics, Inc. subsidiary,
is  engaged  in  the  design, manufacture and sale of distortion free commercial
power units, power conversion devices and electronic devices for measurement and
display.

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

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





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

(NOTE 9) - Business Segments   (continued):
--------   -------------------------------
<TABLE>
<CAPTION>
                                         Nine Months Ended                   Three Months Ended
                                           September 30,                       September 30,
                                     2009              2008              2009                 2008
                                    -----             -----             -----               -------
<S>                               <C>                <C>               <C>                 <C>
Net sales:
  Electronics
  Domestic                     $10,165,000        $10,859,000       $3,637,000           $3,846,000
  Foreign                        1,547,000          1,332,000          778,000              553,000
                              ------------        -----------      -----------          ------------
Total Electronics               11,712,000         12,191,000        4,415,000            4,399,000

Power Units
  Domestic                       6,453,000          6,341,000        2,099,000            2,570,000
  Foreign                          934,000          1,188,000          426,000              238,000
                               -----------         ----------      -----------          -----------
Total Power Units                7,387,000          7,529,000        2,525,000            2,808,000

Intersegment sales                 (70,000)          (286,000)         (64,000)            (256,000)
                               -----------         ----------       ----------           ----------
Total                          $19,029,000        $19,434,000       $6,876,000           $6,951,000
                               ===========        ===========       ==========           ==========

Income (loss) from operations:
 Electronics                   $   156,000        $  (164,000)      $  255,000           $    6,000
 Power Units                       926,000          1,162,000          388,000              616,000
 Intersegment profit               (37,000)           (50,000)         (20,000)             (46,000)
 General corporate
  expenses not
  allocated                     (1,093,000)        (1,001,000)        (339,000)            (345,000)
Interest expense                  (141,000)          (261,000)         (53,000)             (79,000)
Investment and other income        157,000            249,000           81,000               71,000
                                ----------         ----------       ----------           ----------
(Loss) income before
  income taxes                 $   (32,000)       $   (65,000)      $  312,000           $  223,000
  >                            ===========        ===========      ===========           ==========

</TABLE>

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


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

     At  September 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    $ (234,000)    $1,766,000
Contract backlog          1-5 Years    1,750,000    (1,585,000)       165,000
Non-Compete Agreements      3 Years      415,000      (373,000)        42,000
                                       ---------    -----------   -----------
                                      $4,165,000   $(2,192,000)    $1,973,000
                                      ==========   ============     =========

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

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

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
                                     ==========    ============   ==========

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

                       Year ending December 31,

                       2009(remainder)   $124,000
                       2010               250,000
                       2011               133,000
                       2012               133,000
                       2013               133,000

     The  Company  recognized  amortization expense of $373,000 and $125,000 for
nine  and  three  months  ended  September  30,  2009, respectively. The Company
recorded  amortization  expense  of  $474,000 and $150,000, respectively, in the
comparable  2008  periods.

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

     For  the  nine  and  three  months  ended  September  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 $5,000 and
$8,000  state  income  tax  benefit,  respectively,  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  $15,000  and $8,000,
respectively,  state  and  local  income  tax  expense  in  Kentucky.

     On  January  1,  2007,  the  Company  adopted amended accounting principles
related  to  the  accounting  for  uncertainty  in  income taxes (ASC 740). This
amendment  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, this amendment provides
guidance on derecognition, classification, interest and penalties, accounting in
interim  periods,  disclosure  and  transition.  There  was  no  impact  of this
amendment  to  the  Company's  consolidated  financial  position,  results  of
operations  or  cash flows for the nine and three month periods ending September
30,  2009  and  2008.


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

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

     TDL  leases  its  facilities  from  a limited partnership, the ownership of
which  is  controlled  by  the  former  shareholders of TDL. 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 nine and three months ending September 30, 2009, the
total  amount  paid  under  this  lease  was  approximately $90,000 and $30,000,
respectively.  For  the comparable periods in 2008, the amounts were $87,000 and
$29,000,  respectively.

(NOTE  13)  -  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  nine month period ended September 30, 2009, the Company repurchased
approximately 127,000 shares of its common stock at an average purchase price of
$2.90  per  share.  Total  cash  consideration  for  the  repurchased  stock was
approximately  $369,000. From August 2008 through November 10, 2009, the Company
purchased  approximately  368,000  shares  of  its  common  stock for total cash
consideration  of  $913,000  representing an average purchase price of $2.48 per
share.

(NOTE  14)  -  Leasing  Arrangements:
----------     ----------------------

     In  April 2009, the Company's TDL 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 TDL
is  also  responsible  for  partial  occupancy  costs from April 1, 2009 through
October  31,  2009.




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

(NOTE  15)  -  Recent  Accounting  Pronouncements:
----------     -----------------------------------

     In  April  2009,  the  FASB issued amended accounting principles related to
recognition and presentation of other-than-temporary impairments(ASC 320). These
amended  principles  changed  existing  guidance  for  determining  whether  an
impairment  of  debt  securities is other than temporary. It also required 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 this amendment, 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.  This  amendment  was  effective  for  interim and annual
periods  ending  after  June  15,  2009.  The adoption of this amendment did not
materially  impact  the  Company's  condensed consolidated financial statements.

     In  April  2009,  the  FASB issued amended accounting principles related to
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.(ASC  820).  This  amendment  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 amendment also provides additional guidance on circumstances that
may indicate that a transaction is not orderly. This amendment was effective for
interim  and  annual  periods  ending  after June 15, 2009. The adoption of this
amendment  did  not  materially  impact  the  Company's  condensed  consolidated
financial  statements.

     In  April  2009,  the  FASB  issued  amended  principles related to interim
disclosures  about  fair value of financial instruments(ASC 825). This amendment
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
issuance,  fair values for these assets and liabilities were only required to be
disclosed  once  a  year.  This  amendment  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.



<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 the Company's reports and registration statements filed
with  the  Securities  and  Exchange  Commission.

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

     The  results  of  operations  for  the  three  months and nine months ended
September  30,  2008  include  the  results  of ICS which was acquired effective
December  31,  2007.  We  recorded  a  1.1%  decrease  in revenues for the three
months  ended September 30, 2009 as compared to the three months ended September
30,  2008,  due  principally  to a delay in the receipt of a MK 119 order by ICS
that is accounted for under the percentage of completion method.  Sales from our
Electronics  Group  slightly  increased  by  0.4% and sales from our Power Group
decreased  by  10.1%  due  to  a termination settlement that was received in the
prior  year. Due to slightly higher gross margins and decreased selling, general
and  administrative  expenses and interest expense during the current period, we
recorded  net  income of $320,000 for the three months ended September 30, 2009,
compared  to  $215,000  for  the  three  months  ended  September  30,  2008.

Net  sales  for the nine month period ended September 30, 2009 decreased by 2.1%
from  the  prior  nine  month  period  due  to a 3.9% decrease in sales from our
Electronics  Group  and a 1.9% decrease from our Power Group.  Prior year period
revenues  were adversely affected by a shipment delay of a product covered under
a  substantial contract for the Orbit Instrument Division.  Gross profit for the
nine  month  period  ended  September 30, 2009 slightly increased from the prior
nine  month  period.  Despite  the slight decrease in revenue, we recorded a net
loss  of $27,000 for the nine months ended September 30, 2009, compared to a net
loss  of $80,000 for the nine months ended September 30, 2008 due principally to
tighter  management  of  costs.

Our  backlog  at  September  30,  2009 was approximately $18,900,000 compared to
$14,200,000  at  September  30, 2008.  Backlog was $12,400,000 at June 30, 2009.
The  increase  in  backlog  was  due primarily to the receipt by ICS of its $4.1
million  MK  119  contract  and well as a $1.9 million RCU order received by the
Orbit  Instrument  Division.  In  addition,  bookings  for  the  Power  Group's
commercial  division,  which  had  been  down  for  the  first half of the year,
improved  significantly  in  the  third quarter.  There is no seasonality to the
Company's  business.  Our  shipping  schedules  are  generally determined by the
shipping  schedules outlined in the purchase orders received from our customers.
Both  of  our  operating  segments are pursuing a significant amount of business
opportunities  and  our  confidence level remains high with respect to receiving
many  of  the  orders  we are pursuing although timing is always an uncertainty.
Nevertheless,  we  remain  very  encouraged  by  our business environment and we
expect  a  continuation of improved operating results in the second half of 2009
as  compared  to  the  first  half.

Our  success  of  the  past few years has significantly strengthened our balance
sheet  evidenced  by  our  4.0  to  1  current  ratio at September 30, 2009.  We
currently have a $2,000,000 credit facility in place.  As a result of lower than
expected profitability due to the aforementioned contract delays, we were not in
compliance  with  two  of  our  financial  covenants  at  September  30,  2009.

In  August  2008, our Company's Board of Directors authorized a stock repurchase
program  allowing it 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 September 30, 2009, we repurchased approximately
364,000  shares at an average price of $2.47 per share.  Total consideration for
the  repurchased  stock  was  approximately  $898,000.  From August 2008 through
November 10, 2009, we purchased approximately 368,000 shares of its common stock
for  total cash consideration of $913,000 representing an average price of $2.48
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.  The  Company's  financial statements have been prepared based on
accounting principles generally accepted in the United States of America.  On an
on-going  basis,  we  re-evaluate  our  judgments  and estimates including those
related  to  inventory  valuation,  the  valuation  allowance  on  the Company's
deferred  tax asset, 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. On an interim basis, we estimate our inventory and
related gross profit. Our estimates are based on an analysis of costs associated
with  shipments  during  the  interim  period,  as  wells  as  other  analytical
procedures.  Actual  results  could  differ from these interim period estimates.
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 our inventory and operating results could be affected, accordingly.
However,  world  events  have  forced  our  country  into  various situations of
conflict  whereby  equipment  is  used and parts may be needed for repair.  This
could  lead  to  increased  product  demand  as  well  as  the use of some older
inventory  items  that  we  had  previously  determined  obsolete.

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

     At  December  31,  2008,  we  had  federal  and  state  net  operating loss
carry-forwards  of  approximately $20,000,000 and $7,000,000, respectively, that
expire  through  2020  and  an  alternative  minimum tax credit of approximately
$573,000  with  no  limitation  on  the  carry-forward  period..  Approximately,
$16,000,000  of  federal  net  operating  loss  carry-forwards  expire  between
2010-2012.  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, we concluded an
impairment  charge  should  be taken at December 31, 2008 in connection with the
recorded  goodwill arising from our 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
requiring  the measurement at fair value and recognition of compensation expense
for  all share-based awards. Total share-based compensation expense was $233,000
and  $76,000  for  the  nine  and  three  months  ended  September  30,  2009,
respectively,  compared  to  $171,000  and $77,000 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  approximately  $900,000  invested  in  government  and
corporate  bonds.  We treat our investments as available for sale which requires
us  to  assess our portfolio each reporting period to determine whether declines
in  fair  value  below book value are considered to be other than temporary.  We
must first determine that we have both the intent and ability to hold a security
for a period of time sufficient to allow for an anticipated recovery in its fair
value  to  its  amortized  cost.  In assessing whether the entire amortized cost
basis  of the security will be recovered, we compare the present value of future
cash  flows  expected  to  be collected from the security (determination of fair
value)  with  the  amortized  cost  basis  of the security. If the impairment is
determined  to  be  other  than temporary, the investment is written down to its
fair  value and the write-down is included in earnings as a realized loss, and a
new  cost  is  established  for  the  security.   Any  further impairment of the
security  related  to  all  other  factors  is recognized in other comprehensive
income.  Any  subsequent  recovery  in  fair  value  is not recognized until the
security  either  is  sold  or  matures.


We  use  several  factors  in our determination of the cash flows expected to be
collected  including  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;  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 September 30,
2009  and  June  30,  2009.

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

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

     We  currently  operate  in  two  industry  segments.  Our  Orbit Instrument
Division  and  our  TDL  subsidiary are engaged in the design and manufacture of
electronic  components  and  subsystems  and  our ICS subsidiary performs system
integration  for  Gun  Weapons  Systems  and  Fire  Control Interface as well as
logistics support and documentation (collectively the "Electronics Group").  Our
Behlman  subsidiary is engaged in the design and manufacture of commercial power
units  and commercial-off-the-shelf("COTS") power solutions (the "Power Group").
The  results  of operations for the three and nine month periods ended September
30,  2009  and  September  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 September 30, 2009
decreased by 1.1% to $6,876,000 from $6,951,000 for the three month period ended
September  30,  2008.  Sales  from  our  Electronics Group slightly increased by
0.4%,  despite the delay in the receipt of the $4.1 million MK 119 order by ICS.
ICS  finally  did  receive the contract at the end of the third quarter.  During
the  second  quarter,  ICS  commenced the procurement of material; and labor was
applied  as  the  material  was  received.  Consequently, ICS was able to record
revenue  in  the third quarter since the MK 119 is recorded under the percentage
of  completion  method.  Sales  for  our  Orbit  Instrument  Division  slightly
increased  in  the  quarter as compared to the prior comparable period and sales
from  the  TDL subsidiary slightly decreased over the same periods.   Sales from
our Power Group decreased by 10.1% for the quarter as compared to the prior year
due  to  a  termination  settlement  that  was  received  in  the  prior  year.

     Gross  profit,  as  a  percentage  of  sales,  for  the  three months ended
September  30,  2009  slightly increased to 39.6% from 39.4% for the three month
period  ended  September  30,  2008.  This increase resulted from a higher gross
profit  from  our Electronics Group and despite a lower gross profit realized by
our  Power  Group.  The  increase in gross profit from our Electronics Group was
principally  due to a higher gross profit from the Orbit Instrument Division due
to  a  shipping  delay  that  affected gross profit in the prior year quarter, a
higher gross profit from TDL due to product mix and despite a lower gross profit
from  ICS  due  to  higher  estimated costs on the current MK 119 contract.  The
decrease  in  gross  profit  from  our  Power  Group  was principally due to the
aforementioned  termination  settlement  that  was  received  in the prior year.

     Selling,  general  and  administrative  expenses  decreased  by  2.7%  to
$2,441,000  for  the three month period ended September 30, 2009 from $2,508,000
for  the  three  month  period ended September 30, 2008 principally due to lower
selling,  general  and  administrative costs from our Electronics Group that was
partially  offset  by  higher selling, general and administrative costs from our
Power  Group.  Corporate  costs  did not materially change. Selling, general and
administrative  expenses,  as  a percentage of sales, for the three month period
ended  September  30,  2009  decreased  to  35.5% from 36.1% for the three month
period  ended  September 30, 2008 principally due to the aforementioned decrease
in  costs  from our Electronics Group along with a slight increase in sales from
the  business  segment.

     Interest expense for the three months ended September 30, 2009 decreased to
$53,000  from  $79,000  for  the  three months ended September 30, 2008 due to a
decrease  in  the  amounts  owed to lenders in the current period due to the pay
down  of  its  term  debt,  and  to  a  decrease  in  interest  rates.

     Investment  and other income for the three month period ended September 30,
2009  increased  to  $81,000  from  $71,000  for  the  three  month period ended
September 30, 2008 principally due to a $26,000 capital gain recorded during the
current  quarter  on a sale of a corporate bond that had been previously written
down  due  to  an  other-than-temporary impairment and despite a decrease in the
amounts  invested during the current period and to a decrease in interest rates.

     Net  income  before  tax  benefit  was  $312,000 for the three months ended
September 30, 2009 compared to net income before taxes of $223,000 for the three
months  ended September 30, 2008.  The increase in income was principally due to
the  increase  in  sales  from our Electronics Group, a slight increase in gross
profit,  a  decrease in selling, general and administrative expenses, a decrease
in  interest  expense,  an increase in investment and other income and despite a
decrease  in  revenue  and  profitability  from  our  Power  Group.

     The  income  tax  benefit for the three months ended September 30, 2009 was
$8,000,  consisting of a refund of state income taxes, compared to an income tax
provision  of $8,000 for the three months ended September 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 September
30,  2009  was  $320,000 compared to net income of $215,000 for the three months
ended  September  30,  2008.


Earnings  before  interest, taxes and depreciation and amortization (EBITDA) for
the  three  months  ended  September  30, 2009 increased to $543,000 compared to
$501,000  for  the  three  months ended September 30, 2008.  Listed below is the
EBITDA  reconciliation  to  net  income:

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

Net  income                      $  320,000             $  215,000
Interest  expense                    53,000                 79,000
Income  tax  (benefit)  expense    (  8,000)                 8,000
Depreciation  and  amortization     178,000                199,000
                                  ---------                -------
EBITDA                           $  543,000             $  501,000
                                 ==========             ==========

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.

Nine month period ended September 30, 2009 v. September 30, 2008
----------------------------------------------------------------

     Consolidated  net  sales for the nine month period ended September 30, 2009
decreased  by  2.1%  to  $19,029,000  from $19,434,000 for the nine month period
ended  September 30, 2008 due to lower sales from both our Electronics Group and
Power Group.  Sales from our Electronics Group decreased by 3.9% 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 the fact that during the
prior  year  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  our Power Group decreased by 1.9% for the current
nine  month  period  compared  to the prior year due to a termination settlement
that  was  received  in  the  prior  year.

     Gross profit, as a percentage of sales, for the nine months ended September
30, 2009 slightly increased to 39.7% compared to 39.6% for the nine months ended
September  30, 2008.  This increase resulted from a higher gross profit from our
Electronics  Group and despite a lower gross profit realized by our Power Group.
The increase in gross profit from our Electronics Group was principally due to a
higher  gross  profit from our Orbit Instrument Division due to a shipping delay
that  affected gross profit in the prior year period, a higher gross profit from
TDL  due  to product mix and despite a lower gross profit from ICS due to higher
estimated costs on the current MK 119 contract and lower sales.  The decrease in
gross  profit  from  our  Power  Group was principally due to the aforementioned
termination  settlement  that  was  received  in  the  prior  year.

     Selling,  general  and  administrative  expenses  decreased  by  1.9%  to
$7,606,000  for  the  nine month period ended September 30, 2009 from $7,757,000
for  the  nine  month  period  ended September 30, 2008 principally due to lower
selling,  general  and administrative costs from our Electronics Group which was
partially  offset  by  slightly higher selling, general and administrative costs
from our Power Group and higher corporate costs.  The lower selling, general and
administrative  costs  from our 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 nine month period ended September 30, 2009 slightly increased to
40.0%  from 39.9% for the nine month period ended September 30, 2008 principally
due  to  a  slight increase in expenses from our Power Group along with a slight
decrease  in  sales  and  higher  corporate  expenses.

     Interest  expense for the nine months ended September 30, 2009 decreased to
$141,000  from  $261,000  for  the nine months ended September 30, 2008 due to a
decrease  in  the  amounts  owed to lenders in the current period due to the pay
down  of  our  term  debt,  and  to  a  decrease  in  interest  rates.

     Investment  and  other income for the nine month period ended September 30,
2009  decreased  to  $157,000  from  $249,000  for  the  nine month period ended
September  30, 2008 principally due to a decrease in the amounts invested during
the  current  period  and  a  decrease  in  interest  rates.

     Loss  before  income  taxes  decreased to $32,000 for the nine months ended
September  30,  2009  from  the loss before income taxes of $65,000 for the nine
months  ended  September 30, 2008.  The decrease in the loss was principally due
to  an  increase in revenue and profitability from our Orbit Instrument Division
due  to  a  shipping  delay  by  a customer that affected shipments in the prior
period,  lower selling, general and administrative costs, lower interest expense
and  despite  lower  sales  from  ICS  due to the contract delay for the MK 119,
slightly  lower revenue and profitability from our Power Group and a decrease in
investment  and  other  income.

The  income tax benefit for the nine months ended September 30, 2009 was $5,000,
consisting  primarily  of  a refund of state income taxes, compared to an income
tax provision of $15,000 for the nine months ended September 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 nine months ended September 30,
2009 decreased to $27,000 from the net loss of $80,000 for the nine months ended
September  30,  2008.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for  the  nine months ended September 30, 2009 decreased to $647,000 compared to
$819,000  for  the  nine  months  ended  September 30, 2008. Listed below is the
EBITDA  reconciliation  to  net  income:

                                          Nine  months  ended
                                            September  30,
                                            --------------
                                      2009                     2008
                                      ----                     ----

Net  loss                          $ (27,000)            $  (80,000)
Interest  expense                    141,000                261,000
Income  tax  (benefit)  expense       (5,000)                15,000
Depreciation  and  amortization      538,000                623,000
                                  ----------                -------
EBITDA                            $  647,000               $819,000
                                  ==========               ========


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

     Working  capital decreased to $15,928,000 at September 30, 2009 compared to
$17,136,000  at  December  31,  2008.  The  ratio  of  current assets to current
liabilities  was 4.0 to 1 at September 30, 2009 compared to 4.4 to 1 at December
31,  2008.  The  decrease  in  working  capital  was  primarily  attributable to
repayments  of  debt  and  the  purchase  of  treasury  stock.

     Net  cash  provided by operations for the nine month period ended September
30,  2009  was  $1,432,000,  primarily  attributable to the decrease in accounts
receivable  and the non-cash amortization of intangible assets, depreciation and
stock  compensation  expense  and  despite  the  increase in costs and estimated
earnings  in  excess  of  billings  on uncompleted contracts and the decrease in
accounts  payable.  Net  cash used in operations for the nine month period ended
September  30,  2008  was $1,767,000, primarily attributable to the net loss for
the  period,  the  non cash deferred income, an increase in accounts receivable,
inventory  and costs and estimated earnings in excess of billings, a decrease in
income  taxes payable and despite the non cash amortization of intangible assets
and  depreciation  and  the  increase in accounts payable and customer advances.

     Cash  flows  used  in  investing activities for the nine month period ended
September 30, 2009 was $337,000, primarily attributable to the purchase of fixed
assets  that  was  partially  offset  by the sale of marketable securities. Cash
flows provided by investing activities for the nine month period ended September
30,  2008  was  $828,000,  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 nine month period ended
September 30, 2009 was $844,000, primarily attributable to the repayment of long
term  debt  and the purchase of treasury stock that was partially offset by loan
proceeds  from the line of credit.   Cash flows used in financing activities for
the  nine  month  period  ended  September  30,  2008  was $1,086,000, primarily
attributable to the repayment of long term debt and the Company's line of credit
and  purchases  of  treasury  stock that was partially offset from loan proceeds
from  the  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.  In April 2005, we entered into a five-year $5,000,000 Term Loan
Agreement  to  finance  the  acquisition  of  TDL  ("TDL  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 new Term Loan entered into in December 2007, the
interest rates on both Term Loan Agreements and the credit facility were amended
to  equal  a  certain  percentage plus the one month LIBOR depending on a matrix
related to a certain financial covenant.  The credit facility 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.

In  April  2005, we entered into a five year $2,000,000 Promissory Note with the
selling  shareholders  of  TDL  ("TDL  Shareholder Note") at an interest rate of
prime  plus 2.00% (3.25% at September 30, 2009).  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 Promissory Note of $1,050,000 with our primary
commercial  lender.  Under  the  terms  of  a new Term Loan, 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.

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 our 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 TDL Term
Loan  and TDL 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 September 30, 2009,
the  one  month  LIBOR  was  equal to 0.25%.  We were in compliance with all our
financial  covenants  at  March  31,  2009.

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,
we  were  not in compliance with two of our financial covenant ratios as of June
30,  2009.  In  August  2009,  our primary lender agreed to waive these covenant
defaults.  The lender, in consideration of such waiver, assessed a waiver fee of
$10,000 and increased the interest rate on all term debt, including the TDL Term
Loan,  TDL  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, we agreed to reduce our
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.  Outstanding borrowings under the
Line  of  Credit  were  $1,181,000  at  September  30,  2009.

As  a  result  of  the  customer  contract  delay  for  the  MK  119 and capital
expenditures  made for our new TDL operating facility, we were not in compliance
with  two  of  our financial covenant ratios at September 30, 2009.  In November
2009,  our  primary lender agreed to waive the covenant defaults as of September
30,  2009  and  to  amend  the  requirement  for  one of the financial ratios at
December  31,  2009  and  thereafter  and  to  delete one of the financial ratio
covenants  and  replce  it with a new covenant requirement for December 31, 2009
and  thereafter.  We  also agreed to two new covenants; one which requires us to
obtain a signed commitment letter from another lender by February 28, 2010 or be
assessed  a  $35,000  fee  and another which requires an equipment appraisal and
collateral  field  exam, at our expense, if all loan obligations are not paid by
March  31,  2010. Our lender, in consideration of such waiver, assessed a waiver
fee  of  $15,000 and increased the interest rate on all term debt, including the
TDL  Term  Loan,  TDL Shareholder Note and ICS Term Loan, and the Line of Credit
equal  to  the sum of 4.00% plus the one month LIBOR.  In addition, we agreed to
reduce our Line of Credit from $2,000,000 to $1,500,000 at December 31, 2009 and
for  the  Line  of  Credit to expire June 30, 2010. We are currently negotiating
with  two  separate  commercial  lenders  and expect a commitment letter from at
least  one  of  the  lenders  prior  to  February  28, 2010 and for all our debt
obligations  to  be  refinanced  no  later  than  the  first  quarter  of  2010.

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

     In  August  2008,  our  Board  of  Directors  authorized a stock repurchase
program  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 September 30, 2009, we repurchased approximately
364,000  shares at an average price of $2.47 per share.  Total consideration for
the  repurchased  stock was approximately $898,000.  From August through October
31,  2009,  we  purchased  approximately  368,000 shares of our common stock for
total  cash consideration of $913,000 representing an average price of $2.48 per
share.

     Inflation  has  not  materially  impacted  the  operations  of the Company.

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.  Our  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 experienced a delay in the award for its
MK 119 Gun Console System which affected its first and second quarter shipments.
This  award  was  finally  received by ICS at the end of September 2009. ICS had
commenced the procurement process of material and labor resources were allocated
to  the job beginning in the second quarter.  As a result, certain cabinets will
be delivered by year end but due to the delay in the receipt of the award, other
cabinets  will  not  be  delivered  until the second quarter of 2010.   Shipment
delays related to contracting, funding and engineering issues are commonplace in
our  industry  and could, in the future, have an adverse effect of the financial
performance  of  the  Company.

     Our  Power  Group  had  a record year of bookings and revenue in 2008.  The
commercial  division  of  our  Power Group has historically been vulnerable to a
weak  economy.  However,  bookings in the commercial division were sustained and
bookings  from  the  COTS  division remained fairly strong near the end of 2008.
However,  due to current economic conditions and its effect on capital spending,
our  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 very strong
bookings  in  its COTS division.  However, in spite of continued weakness in the
economy,  during  the  third  quarter,  the  commercial  division  recorded  its
strongest  bookings  for the year and increased bookings have continued into the
fourth  quarter.

     In  April  2005,  we  completed  the  acquisition of TDL and its operations
became  part  of  our  Electronics  Group.  In  December  2007, we completed the
acquisition  of  ICS  which  also  became  part  of  our Electronics Group.  Our
Electronics Group and the COTS Division of our Power Group are heavily dependent
on  military  spending.  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  our  Electronics  Group  and  our  COTS
Division  of our Power Group are pursuing several opportunities for reorders, as
well  as new contract awards, we have normally found it difficult to predict the
timing  of  such  awards.  In  addition,  we have 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  its  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  2007  and  in 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 in 2009 as well 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 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  TDL  and ICS gives our Electronics Segment a more diversified customer base.

     Our  business strategy had been to expand our operations through strategic,
accretive  acquisitions.  Through  the  past  several years, we reviewed various
potential  acquisitions  and  believe there are numerous opportunities presently
available,  particularly to integrate into our current operating facilities.  In
April  2005,  we  completed  the  acquisition  of  TDL  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 our operations which may be
adversely  affected.

     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

     See Part II, Item 6A "Quantitative and Qualitative Disclosures About Market
Risk",  of  the  Company's  Annual Report on Form 10-K for the fiscal year ended
December  31,  2008  for  a discussion of the Company's exposure to market risk.
There have been no material changes to the Company's market risk exposures since
December  31,  2008.

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  September  30, 2009 that has materially
affected,  or  is  reasonably  likely to materially affect, our internal control
over  financial  reporting.

PART  II-  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS
          None
ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

          ISSUER'S  PURCHASE  OF  EQUITY  SECURITIES:
<TABLE>
<CAPTION>
<S>                     <C>               <C>                  <C>                       <C>
                        (a)               (b)                  (c)                       (d)
                                                               Total Number of           Maximum Number(or
                        Total                                  Shares(or Units)          Approximate Dollar Value)
                        Number of                              Purchased as part of      of Shares(or Units) that May
                        Shares (or Units) Average Price Paid   Publicly Announced        Yet be Purchased Under the
Period                  Purchased         per Share(or Unit)   Plans or Programs         Plans or Programs
-------                 ---------         ------------------   ------------------        -----------------------------
July 1- 31, 2009          5,545               $ 3.00                 5,545                     $ 2,354,000
August 1-31, 2009        60,584               $ 2.85                60,584                     $ 2,181,000
September 1-30, 2009     22,646               $ 3.49                22,646                     $ 2,102,000
                        --------               ------              --------                    ------------
Total                    88,775               $ 3.02                88,775                     $ 2,102,000
</TABLE>


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
          None
ITEM  4.  SUBMISSIONS  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
          None
ITEM  5.  OTHER  INFORMATION
          None
ITEM  6.  EXHIBITS
          Exhibit  Number     Description
          ---------------     -----------
               10.1*          Amendment  to  TDL  Term  Loan,  TDL
                              Shareholder  Note,  ICS  Term  Loan
                              and  Line  of  Credit.
                              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:     November 20, 2009     /s/ Dennis Sunshine
                                 -------------------
                                 Dennis Sunshine, President,
                                 Chief Executive Officer and
                                 Director



Dated:     November 20, 2009     /s/ Mitchell Binder
                                 ------------------
                                 Mitchell Binder, Executive
                                 Vice President, Chief
                                 Financial Officer
                                 and Director