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

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

                 For the Quarterly period ended March 31, 2010
                                       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        X Smaller  reporting  company
                                       ===

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: 4,632,277 shares of common
stock,  par  value  $.10,  as  of  May  19,  2010.


<TABLE>
<CAPTION>

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

                                                                                   Page No.
                                                                                 -----------

Part I.   Financial Information:

Item 1 - Financial Statements:

   Condensed Consolidated Balance Sheets -
     March 31, 2010(unaudited) and December 31, 2009                                  3-4

   Condensed Consolidated Statements of Operations
     for the Three Months Ended
      March 31, 2010 and 2009 (unaudited)                                              5

   Condensed Consolidated Statements of Cash Flows
      for the Three Months Ended March 31, 2010
       and 2009 (unaudited)                                                           6-7

   Notes to Condensed Consolidated Financial Statements (unaudited)                   8-18

Item 2 - Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                       19-31

Item 3. - Quantitative and Qualitative Disclosures
           About Market Risk                                                          31

Item 4T. - Controls and Procedures                                                    31

Part II.  Other Information:

Item 1 - Legal Proceedings                                                            32

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds                  32

Item 3 - Defaults Under Senior Securities                                             32

Item 4 - (Removed and Reserved)                                                       32

Item 5 - Other Information                                                            32

Item 6 - Exhibits                                                                     32

 Signatures                                                                           33

 Exhibits                                                                           34-39
</TABLE>



<TABLE>
<CAPTION>


                                PART I - FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

                          ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS

                                                        March 31,     December 31,
ASSETS                                                   2010            2009
------                                                   ----            ----
                                                      (unaudited)
Current assets:
<S>                   <C>                                       <C>          <C>
   Cash and cash equivalents                         $ 1,268,000     $ 2,321,000
   Investments in marketable securities                  910,000       1,019,000
   Accounts receivable (less allowance for
    doubtful accounts of $145,000)                     3,496,000       3,857,000
   Inventories                                        12,511,000      11,624,000
   Costs and estimated earnings in excess
    of billings on uncompleted contracts               1,394,000       1,079,000
   Deferred tax asset                                    999,000         714,000
   Other current assets                                  258,000         287,000
                                                     -----------      ----------

       Total current assets                           20,836,000      20,901,000

Property and equipment, net                            1,336,000       1,246,000

Goodwill                                               2,483,000       2,483,000

Intangible assets, net                                   141,000         227,000

Deferred tax asset                                     1,116,000       1,403,000

Other assets                                             661,000         661,000
                                                     -----------      ----------

        TOTAL ASSETS                                 $26,573,000     $26,921,000
                                                     ===========     ===========


<FN>

     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)

                                                        March 31,      December 31,
                                                          2010            2009
                                                          ----            ----
LIABILITIES AND STOCKHOLDERS' EQUITY                  (unaudited)
------------------------------------
Current liabilities:
<S>                                         <C>                    <C>           <C>
   Current portion of long-term obligations          $   931,000     $   995,000
   Note payable - bank                                 1,233,000         988,000
   Accounts payable                                    1,352,000       1,084,000
   Income taxes payable                                   20,000          57,000
   Accrued expenses                                    1,107,000       1,102,000
   Customer advances                                      61,000          32,000
   Deferred income                                        85,000          85,000
                                                    ------------    ------------

 Total current liabilities                             4,789,000       4,343,000

Deferred income                                          150,000         171,000

Long-term obligations, net of current
 portion                                               3,724,000       4,034,000
                                                    ------------    ------------

Total liabilities                                      8,663,000       8,548,000
                                                    ------------    ------------

STOCKHOLDERS' EQUITY

Common stock - $.10 par value, 10,000,000 shares
  authorized, 4,954,000 and 4,931,000 shares issued
  at 2010 and 2009, respectively, and 4,585,000 and
  4,563,000 shares outstanding at 2010 and 2009,
  respectively                                           495,000         493,000
Additional paid-in capital                            21,614,000      21,464,000
Treasury stock, at cost, 369,000 and
  368,000 shares, respectively                          (915,000)       (913,000)
Accumulated other comprehensive gain, net of tax          99,000          65,000
Accumulated deficit                                   (3,383,000)     (2,736,000)
                                                    ------------    ------------

Total stockholders' equity                            17,910,000      18,373,000
                                                    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $26,573,000     $26,921,000
                                                     ===========     ===========

<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 OPERATIONS
                                  (unaudited)

                                         Three Months Ended
                                            March 31,
<S>                    <C>          <C>          <C>      <C>
                                        2010            2009
                                        -----          ------
Net sales                            $5,532,000    $6,047,000

Cost of sales                         3,690,000     3,773,000
                                    -----------    ----------

Gross profit                          1,842,000     2,274,000
                                    -----------   -----------

Selling, general and
 administrative
  expenses                            2,469,000     2,592,000
Interest expense                         57,000        46,000
Investment and
 other income, net                      (41,000)      (20,000)
                                    -----------   ------------

Loss before provision
 for income taxes                      (643,000)    (344,000)

Provision for income
 taxes                                    4,000        9,000
                                    -----------   -----------

NET LOSS                             $ (647,000)  $ (353,000)
                                     ===========  ===========

Net loss per
common share:

    Basic                            $    (0.15)  $   (0.08)
    Diluted                          $    (0.15)  $   (0.08)

<FN>


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


</TABLE>


<TABLE>
<CAPTION>


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


                                                                     Three Months Ended
                                                                        March 31,
                                                                  2010             2009
                                                                  ----             ----
<S>                                           <C>                                         <C>          <C>
Cash flows from operating activities:
Net loss                                                        $ (647,000)  $ (353,000)

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

Share-based compensation expense                                    82,000       79,000
Amortization of intangible assets                                   86,000      124,000
Depreciation and amortization                                       67,000       55,000
Unrealized loss on write down
  of marketable securities                                            -          39,000
Loss on sale of marketable securities                                5,000          -
Bond premium amortization                                            1,000        3,000
Deferred income                                                    (21,000)     (22,000)

Changes in operating assets and liabilities:

Accounts receivable, net                                           361,000    3,066,000
Inventories                                                       (887,000)    (403,000)
Costs and estimated earnings in excess of
  billings on uncompleted contracts                               (315,000)       -
Other current assets                                                29,000       37,000
Other assets                                                          -           1,000
Accounts payable                                                   268,000     (104,000)
Accrued expenses                                                     5,000     (140,000)
Income taxes payable                                               (37,000)     (20,000)
Customer advances                                                   29,000       10,000
                                                               -----------   -----------

Net cash (used in) provided by operating
   activities                                                     (974,000)   2,372,000
                                                               -----------   -----------

Cash flows from investing activities:

Purchases of property and equipment                               (157,000)     (84,000)
Sale of property and equipment                                        -           7,000
Sale of marketable securities                                      156,000      233,000
                                                               -----------   -----------

Net cash (used in) provided by investing
  activities                                                        (1,000)     156,000
                                                               -----------   -----------
<FN>

                                                                                                       (continued)
</TABLE>


<TABLE>
<CAPTION>

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

                                                                       Three Months Ended
                                                                           March 31,
<S>                                    <C>                                         <C>           <C>
                                                                     2010             2009
                                                                     ----            --------
Cash flows from financing activities:

Purchase of treasury stock                                          (2,000)         (43,000)
Proceeds from issuance of long-term debt
  and note payable-bank                                          1,233,000            2,000
Stock option exercises                                              53,000              -
Repayments of long-term debt
  and note payable-bank                                         (1,362,000)        (843,000)
                                                              ------------       ----------

Net cash used in financing activities                              (78,000)        (884,000)
                                                              -------------      ----------
NET (DECREASE) INCREASE IN
CASH AND CASH EQUIVALENTS                                       (1,053,000)       1,644,000
                                                               ------------       ---------

Cash and cash equivalents - January 1                             2,321,000       2,080,000
                                                               ------------      ----------

CASH AND CASH EQUIVALENTS - March 31                          $   1,268,000     $ 3,724,000
                                                              =============     ===========

Supplemental cash flow information:

Cash paid for interest                                        $      70,000     $    54,000
                                                              =============     ===========


<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:
 ------    ---------------------------------------------------------------------

     General
     -------

     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 months ended March 31, 2010 are not
necessarily indicative of the results of operations that can be expected for the
year  ending  December  31,  2010.

     These  condensed consolidated statements should be read in conjunction with
the  Company's consolidated financial statements for the year ended December 31,
2009  contained  in  the  Company's  Annual  Report  on  Form  10-K.

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

     For  comparability,  certain  2009  amounts  have  been  reclassified where
appropriate,  to  conform  to  the  financial  presentation  in  2010.

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

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






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

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

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

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

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

     At  March  31,  2010,  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 $82,000 and
$79,000  for  the  three  months  ended  March  31, 2010 and 2009, respectively.

     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:

                                              Three  Months  Ended
                                                  March  31,
                                           2010                 2009
                                           ----                 ----
Expected  Volatility                        -                  61.86%
Risk-free  interest  rate                   -                   1.88%
Expected  life  of  options  (in  years)    -                   4.5
Dividend  Yield                             -                     -






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

     Expected  volatility  assumptions  were  based  on  the  volatility  of the
Company's  stock  price for 4.5 years prior to grant date. The risk-free rate is
derived  from  the  5  year U.S. treasury yield on grant date. Expected life 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. Dividend yield is based on prior
history  of  cash  dividends  declared.

     The  Company's  stock-based  employee  compensation  plans  allow  for  the
issuance  of  restricted  stock  awards  that  may  not  be  sold  or  otherwise
transferred  until  certain  restrictions  have lapsed. The unearned stock-based
compensation  related  to  restricted  stock  granted  is  being  amortized  to
compensation  expense  over  the  vesting  period,  which ranges from two to ten
years.  The  share  based  expense  for these awards was determined based on the
market  price  of  the Company's stock at the date of grant applied to the total
number  of  shares  that were anticipated to vest. During the three months ended
March  31, 2009, approximately 84,000 shares of restricted stock were awarded to
senior  management  and independent directors. As of March 31, 2010, the Company
had  unearned  compensation  of  $1,012,000 associated with all of the Company's
restricted  stock  awards,  which  will  be  expensed  over the next four years.

     Stock  option  activity during the three months ended March 31, 2010, 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,  2010         476,000        $3.58             3

Granted                        -             -              -

Forfeited                  (34,000)        6.20             -

Exercised                  (28,000)        1.84             -
                           --------        -----          ----

Options  outstanding,
 March  31,  2010          414,000        $3.48             3
                           =======        =====             =

Outstanding  exercisable
 at  March  31,  2010      357,000        $3.72             3
                           =======        =====             =

     At  March 31, 2010 the aggregate intrinsic value of options outstanding and
exercisable  was  $432,000  and  $329,000,  respectively. At the comparable 2009
period, the aggregate intrinsic value of options outstanding and exercisable was
$335,000  and  $297,000,  respectively.

                  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  following  table  summarizes  the  Company's  nonvested  stock  option
activity  for  the  three  months  ended  March  31,  2010:

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

Nonvested  stock  options
 at  January  1,  2010      71,000            $1.02

Granted                        -                 -

Vested                     (14,000)            1.02

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

Nonvested  stock  options
 at  March  31,  2010       57,000            $1.02
                           =======            =====

     At March 31, 2010, there was approximately $12,000 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:
--------      -----------------------

     During March 2010, the Company entered into a new $3,000,000 line of credit
with a new commercial lender secured by all assets of the Company.  In addition,
the  Company  refinanced  its  existing  term loans with the same aforementioned
commercial  lender  with  a  new  five-year  $4,655,000  term loan facility that
matures  April 2015. The unpaid balance on the term loan was $4,655,000 at March
31, 2010.  The interest rate on the line of credit is equal to; at the Company's
option,  either  2%  plus the one-month LIBOR or the prime rate of interest plus
0%.  The  interest  rate  on the term loan is equal to; at the Company's option,
either 3% plus the one-month LIBOR or the prime rate of interest plus 0.5%.  The
aggregate amount of principal outstanding under the line of credit cannot exceed
a  borrowing base of eligible accounts receivable and inventory, as defined. The
line of credit will expire on June 1, 2011 unless sooner terminated for an event
of  default  including  adherence  to  certain  financial covenants. Outstanding
borrowings  under  the  line  of  credit  were $1,233,000 at March 31, 2010. The
Company  was  not  in compliance with one of its financial covenant ratios as of
March  31,  2010.  In  May  2010,  the  Company's lender agreed (i) to waive the
covenant  default;  (ii)  to  amend the financial covenant ratio in question for
the  remainder  of  2010  and  (iii)  to  permit, through July 15, 2010, amounts
borrowed  under  the  Company's  Term  Loan  and  Line  of  Credit to exceed its
borrowing  base by a defined amount. The lender, in consideration of such waiver
and  amendment,  assessed  a waiver fee of $25,000 plus legal fees and increased
the  interest  rate  on  the Company's line of credit and term debt to the prime
rate of interest plus 1% and the prime rate of interest plus 1.5%, respectively.
In  addition,  the  Company  agreed  to  enhanced  reporting  and  monitoring
requirements,  to suspend its stock repurchase program and all future borrowings
will  be  on  a  prime  rate  basis  only  and  not  on  a  LIBOR  basis.



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

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

The  Company  previously  had  a credit agreement and three term loan agreements
with  a  different commercial lender. As a result of lower profitability related
to  customer  contract and shipping delays during 2008 and 2009, the Company was
not  in compliance with certain of its financial covenants for certain reporting
periods during 2008 and 2009. In all instances, such defaults were waived by the
Company's lender in consideration for waiver fees. The Company was in compliance
with  all  of  the  financial  covenants of its new lender at December 31, 2009.

In  March  2010,  the  Company  fully paid the outstanding principal on its term
loans  and  line  of  credit  with  its  previous  commercial  lender.


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


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

                                                          Three Months Ended
                                                               March 31,
                                                         2010              2009
                                                         ----              ----
Denominator:
     Denominator  for  basic  net  loss
     per  share  -  weighted-average  common  shares     4,367,000     4,267,000

     Effect  of  dilutive  securities:
     Employee  and  directors  stock  options                 -              -

     Unearned  portion  of  restricted  stock  awards         -              -
                                                       ----------    ----------
     Denominator  for  diluted  net  loss
     per  share  -     weighted-average  common
     shares  and  assumed  conversion                    4,367,000    4,267,000
                                                         =========    =========


     The  numerator  for  basic  and  diluted loss per share for the three month
periods  ended  March  31,  2010  and  2009  is  the  net  loss for each period.

     During  the three months ended March 31, 2010 and 2009, the Company had net
losses  and  therefore  did  not  include  82,000  and 14,000 incremental common
shares,  respectively,  in  its calculation of diluted net loss per common share
since  an  inclusion  of  such  securities  would  be  anti-dilutive.

     Approximately  258,000  and 284,000 shares of common stock were outstanding
during  the  three  months ended March 31, 2010 and 2009, respectively, but were
not  included  in the computation of basic earnings per share. These shares were
excluded because they represent the unvested portion of restricted stock awards.




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

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

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

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

     Inventories are comprised of the following:

                        March 31,     December 31,
                          2010           2009
                          ----           ----

Raw Materials        $ 8,132,000     $ 7,569,000
Work-in-process        3,628,000       3,328,000
Finished goods           751,000         727,000
                     -----------     -----------
     TOTAL           $12,511,000     $11,624,000
                     ===========     ===========


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

The following is a summary of the Company's available for sale marketable
securities at March 31, 2010 and December 31, 2009:

                                                           Unrealized
                         Adjusted       Fair               Holding
March 31, 2010           Cost           Value              Gain
--------------           ----            -----             --------

Corporate Bonds         $  754,000     $  909,000       $   155,000
U.S. Government
  Agency Bonds               1,000          1,000             -
                        ----------     ----------         ---------
Total                   $  755,000     $  910,000        $  155,000
                        ==========     ==========        ==========


December 31, 2009
-----------------

Corporate Bonds         $  915,000     $1,018,000            103,000
U.S. Government
  Agency Bonds               1,000          1,000             -
                        ----------     ----------         ----------

Total                   $  916,000     $1,019,000        $   103,000
                        ==========     ==========         ==========


The  Company  did  not have an other than temporary impairment charge during the
three months ended March 31, 2010. During the three months ended March 31, 2009,
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.





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

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

     The  Company  applies  Accounting  Standards  Codification("ASC") 820, Fair
Value  Measurements and Disclosures, which applies to all 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 March 31, 2010 and December 31,
2009,  of  assets and liabilities measured at fair value on a recurring basis by
level  within  the  hierarchy.

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

Corporate  Bonds          $   909,000     $   909,000     $   -         $   -
U.S.  Government
  Agency  Bonds                 1,000           1,000         -             -
                          -----------      -----------     -----         -----

Total  Assets             $   910,000     $   910,000     $   -         $   -
                          ===========     ===========     =====          =====




December  31,  2009          Total          Level  1      Level  2      Level  3
-------------------       --------          --------      --------      --------

Corporate  Bonds         $  1,018,000    $  1,018,000     $   -        $   -
U.S.  Government
  Agency  Bonds                 1,000           1,000         -            -
                          -----------    -----------       -----        -----

Total  Assets            $  1,019,000    $  1,019,000     $   -        $   -
                         ============    ============      =====       ======



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


(NOTE  7)  -  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 Loss:
-------    ------------------

     For  the  three  months  ended March 31, 2010 and 2009, total comprehensive
loss,  net  of  tax, was $613,000 and $357,000, respectively. Comprehensive loss
consists  of  the  net  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 three
month  periods  ended  March  31,  2010  and  2009:



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

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

                            Three Months Ended
                                 March 31,
                          2010              2009
                          ----              ----
Net sales:
     Electronics
     Domestic           $ 2,698,000     $ 3,286,000
     Foreign                779,000         391,000
                        -----------     -----------
     Total Electronics    3,477,000       3,677,000
                        -----------     -----------
     Power Units
     Domestic             1,781,000       2,223,000
     Foreign                403,000         147,000
                         ----------     -----------
     Total Power Units    2,184,000       2,370,000
                         ----------     -----------

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

          Total          $ 5,532,000    $ 6,047,000
                         ===========    ===========

(Loss) income from operations:
     Electronics         $  (402,000)   $  (143,000)
     Power Units              93,000        185,000
Intersegment profit           28,000        (14,000)
General corporate
  expenses not allocated    (346,000)      (346,000)
Interest expense             (57,000)       (46,000)
Investment and
  other income, net           41,000         20,000
                         -----------     -----------
 Loss before
     income taxes        $  (643,000)   $  (344,000)
                         ============   ============



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

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

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

<TABLE>
<CAPTION>


                       Estimated   Gross                                      Net
                       Useful      Carrying    Accumulated    Accumulated     Carrying
                       Life        Value       Amortization   Impairment      Value
                       --------   ---------   -------------  -----------    ---------
<S>                               <C>                  <C>                        <C>
Goodwill                          $9,798,000        -          (7,315,000)    $2,483,000
                                  ==========   ============    ===========    ==========
Intangible Assets:

Contract relationships 15 Years   2,000,000    $  (270,000)     (1,593,000)      137,000
Contract backlog       1-5 Years  1,750,000     (1,750,000)          -              -
Non-compete
agreements              3 Years     415,000       (382,000)        (29,000)        4,000
                                 -----------   -----------      -----------    ---------
                                 $4,165,000    $(2,402,000)    $(1,622,000)     $141,000
                                 ==========    ===========     ===========     =========
</TABLE>

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

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

At December 31, 2009, the Company's goodwill and intangible assets consist of
the following:

<TABLE>
<CAPTION>


                       Estimated    Gross                                       Net
                       Useful       Carrying   Accumulated    Accumulated       Carrying
                       Life         Value      Amortization   Impairment        Value
                       ----         -----    ------------     ----------           -----
<S>                               <C>                  <C>                        <C>                     <C>       <C>  <C>
Goodwill                           $9,798,000        -        (7,315,000)       $2,483,000
                                   ==========   =========     ===========       ===========
Intangible Assets:

Contract relationships  15 Years    2,000,000  $ (267,000)    (1,593,000)          140,000
Contract backlog       1-5 Years    1,750,000  (1,668,000)         -                82,000
Non-compete
agreements              3 Years       415,000    (381,000)       (29,000)            5,000
                                  -----------   ---------      ----------       ----------

                                  $ 4,165,000  $(2,316,000)  $(1,622,000)         $227,000
                                  ===========   ==========   ============         ========
</TABLE>


                                       19

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

     Year ending December 31,

     2010          12,000
     2011          11,000
     2012          11,000
     2013          11,000
     2014          11,000


The  Company  recognized  amortization  expense  of $86,000 and $124,000 for the
three  months  ended  March  31,  2010  and  2009,  respectively.

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

     For  the  three  months ended March 31, 2010 and 2009, the Company utilized
net  operating  loss carryforwards to offset income taxes, except for $4,000 and
$9,000,  respectively,  of  state  income  and  federal  minimum  tax  expense.

     The  Company  applies  ASC  740  relating to  accounting for uncertainty in
income taxes. A tax benefit from an uncertain position may be recognized only if
it  is  "more  likely  than  not"  that the position is sustainable based on its
technical  merits.  Additionally,  this  pronouncement  provides  guidance  on
derecognition,  classification,  interest  and  penalties, accounting in interim
periods,  disclosure  and transition.  The Company does not have any liabilities
for  uncertain  tax  positions  at  March  31,  2010.





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


(NOTE  12)  -  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  three  month  period  ended March 31, 2010, the Company repurchased
approximately  1,000  shares of its common stock at an average purchase price of
$3.44  per  share.  Total  cash  consideration  for  the  repurchased  stock was
approximately  $2,000.  From  August  2008  through  May  10,  2010, the Company
purchased  approximately  369,000  shares  of  its  common  stock for total cash
consideration  of  $915,000  representing an average purchase price of $2.48 per
share. In May 2010, in connection with an amendment to its Credit Agreement, the
Company  suspended  its  stock  repurchase  program.




Item 2.

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

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

Statements  in  this  Item  2 "Management's Discussion and Analysis of Financial
Condition  and Results of Operations" and elsewhere in this document are certain
statements  which  are  not  historical  or  current  fact  and  constitute
"forward-looking  statements"  within the meaning of such term in Section 27A of
the  Securities  Act  of  1933 and Section 21E of the Securities Exchange Act of
1934.  Such  forward-looking  statements  involve  known  and  unknown  risks,
uncertainties  and  other  factors  that  could  cause  the  actual financial or
operating  results of the Company to be materially different from the historical
results  or from any future results expressed or implied by such forward-looking
statements.  Such  forward looking statements are based on our best estimates of
future results, performance or achievements, based on current conditions and the
most  recent  results of the Company. In addition to statements which explicitly
describe  such risks and uncertainties, readers are urged to consider statements
labeled  with  the  terms "may", "will", "potential", "opportunity", "believes",
"belief",  "expects",  "intends",  "estimates",  "anticipates"  or "plans" to be
uncertain  and  forward-looking. The forward-looking statements contained herein
are  also  subject generally to other risks and uncertainties that are described
from  time  to  time  in the Company's reports and registration statements filed
with  the  Securities  and  Exchange  Commission.

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

We  recorded  a decrease in revenue and profitability for the three months ended
March  31,  2010  due  primarily  from decreased sales from our Orbit Instrument
Division  and TDL subsidiary due to production orders in our backlog, certain of
which  was  scheduled for shipment in the current quarter, that were delayed due
to  technical  issues  at  the  prime contractor level that was unrelated to our
hardware.   As  a  result,  sales decreased by 8.5% for the quarter due to lower
sales  from  both  the  Electronics  Group and Power Group. In addition to lower
sales  and  due  to  lower  gross  margins,  an increase in interest expense and
despite  lower  selling,  general and administrative expenses and an increase in
investment and other income, the Company recorded a net loss of $647,000 for the
three  months  ended  March  31,  2010 compared to a net loss of $353,000 in the
prior  period.

Our  backlog  at  March  31,  2010  was  approximately  $17,600,000  compared to
$14,300,000  at  March  31, 2009.  There is no seasonality to our business.  Our
shipping  schedules  are generally determined by the shipping schedules outlined
in  the  purchase  orders  received  from  our customers.  Both of our operating
segments  are pursuing a significant amount of business opportunities and we are
confident  that  we  will  receive  many of the orders we are pursuing, although
timing  is  always  an  uncertainty.

Our  success  of  the  past few years has significantly strengthened our balance
sheet evidenced by our 4.4 to 1 current ratio at March 31, 2010.  In March 2010,
we  entered into a new credit agreement with a new commercial lender pursuant to
which  we  (a) established a line of credit of up to $3,000,000, and (b) entered
into  a  term  loan in the amount of approximately $4,700,000.  These new credit
facilities  were  used  to pay off in full our obligations to our former primary
lender pursuant to a prior credit facility and to provide for us general working
capital  needs.  The  new credit facilities are secured by a first priority lien
and  security  interest  in substantially all of our assets.  As a result of our
first  quarter  loss,  primarily due to shipping schedule delays, we were not in
compliance  with  one of our financial covenants at March 31, 2010. In May 2010,
our  lender  agreed  (i)  to  waive  the  covenant  default;  (ii)  to amend the
financial  covenant  ratio  in  question  for the remainder of 2010 and (iii) to
permit,  through July 15, 2010, amounts borrowed under our Term Loan and Line of
Credit  to  exceed  our  borrowing  base  by  a  defined  amount. The lender, in
consideration  of  such  waiver  and amendment, assessed a waiver fee of $25,000
plus  legal  fees and increased the interest rate on our line of credit and term
debt  to  the prime rate of interest plus 1% and the prime rate of interest plus
1.5%,  respectively. In addition, we agreed to enhanced reporting and monitoring
requirements, to suspend our stock repurchase program, and all future borrowings
will  be  on  a  prime  rate  basis  only  and  not  on  a  LIBOR  basis.

     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 March 31, 2010, we repurchased approximately
369,000  shares at an average price of $2.48 per share.  Total consideration for
the  repurchased  stock  was  approximately  $915,000.

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

     The  discussion  and analysis of our financial condition and the results of
operations  are  based  on our financial statements and the data used to prepare
them.  Our  financial  statements  have  been  prepared  based  on  accounting
principles  generally  accepted in the United States of America.  On an on-going
basis,  we  re-evaluate  our  judgments and estimates including those related to
inventory valuation, the valuation allowance on our deferred tax asset, goodwill
and intangible assets impairment, valuation of share-based compensation, revenue
and  cost  recognition  on  long-term  contracts  accounted  for  under  the
percentage-of-completion  method  and  other  than  temporary  impairment  on
marketable  securities.  These  estimates  and judgments are based on historical
experience  and  various  other  assumptions  that are believed to be reasonable
under  current business conditions and circumstances.  Actual results may differ
from  these estimates under different assumptions or conditions.  We believe the
following  critical  accounting  policies  affect more significant judgments and
estimates  in  the  preparation  of  the  consolidated  financial  statements.

Inventories
-----------

Inventory  is  valued  at  the  lower  of  cost (specific, average and first-in,
first-out  basis)  or market.  Inventory items are reviewed regularly for excess
and obsolete inventory based on an estimated forecast of product demand.  Demand
for our products can be forecasted based on current backlog, customer options to
reorder  under  existing  contracts,  the need to retrofit older units and parts
needed  for  general  repairs.  Although  we  make  every  effort  to insure the
accuracy  of  our  forecasts  of  future  product  demand,  any  significant
unanticipated  changes  in  demand  or  technological developments could have an
impact  on the level of obsolete material in our inventory and operating results
could  be  affected, accordingly.  However, world events have forced our country
into  various  situations of conflict whereby equipment is used and parts may be
needed  for  repair.  This could lead to increased product demand as well as the
use  of  some  older inventory items that we had previously determined obsolete.

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

At  December 31, 2009, we had an alternative minimum tax credit of approximately
$573,000  with  no  limitation on the carry-forward period and Federal and state
net  operating  loss carry-forwards of approximately $20,000,000 and $7,000,000,
respectively,  that  expire  through 2020. Approximately, $16,000,000 of federal
net  operating  loss  carry-forwards  expire  between 2010-2012. In addition, we
receive  a  tax  deduction when our employees exercise their non-qualified stock
options  thereby  increasing  our  deferred  tax  asset.  We  record a valuation
allowance  to reduce our deferred tax asset when it is more likely than not that
a  portion  of  the  amount  may  not  be  realized.  We  estimate our valuation
allowance  based  on  an  estimated  forecast  of our future profitability.  Any
significant  changes in future profitability resulting from variations in future
revenues  or  expenses  could affect the valuation allowance on its deferred tax
asset  and  operating  results  could  be  affected,  accordingly.

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

     We  have  a  significant amount of goodwill and acquired intangible assets.
In determining the recoverability of goodwill and intangible assets, assumptions
are  made  regarding  estimated future cash flows and other factors to determine
the  fair  value  of  the  assets.  After  completing  the impairment testing of
goodwill  and  intangible  assets,  we  concluded an impairment charge should be
taken  at  December  31,  2009  in  connection  with  the  recorded goodwill and
intangible  assets arising from the acquisition of ICS in 2007.  In addition, we
concluded  an  impairment  charge  should  be  taken  at  December  31,  2008 in
connection  with the recorded goodwill arising from our TDL and ICS acquisitions
made  between  2005  and  2007.

  Our  analysis  employed  the  use  of  both  a  market  and  income  approach.
Significant  assumptions used in the income approach include growth and discount
rates,  margins  and  our  weighted  average cost of capital. We used historical
performance  and management estimates of future performance to determine margins
and  growth  rates.  Discount rates selected for each reporting unit varied. Our
weighted  average cost of capital included a review and assessment of market and
capital  structure  assumptions.  The  balance  of  our goodwill for each of our
operating  units  as  of  December  31,  2009  is  as follows: TDL $820,000, ICS
$795,000  and  Behlman  $868,000.  After  the  impairment  charges  taken on the
goodwill  and  intangible  assets  of  ICS  at  December  31, 2009, of the three
reporting units with goodwill, TDL, ICS and Behlman have a fair value that is in
excess  of  its  carrying value by approximately 45%, 67% and 33%, respectively.
Considerable  management  judgment  is  necessary  to  evaluate  the  impact  of
operating  changes  and  to  estimate  future  cash flows. Changes in our actual
results  and/or  estimates  or any of our other assumptions used in our analysis
could  result  in  a  different  conclusion.

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

     We  account  for  share-based compensation awards by recording compensation
based  on  the  fair value of the awards on the date of grant and expensing such
compensation  over  the vesting periods of the awards, which is generally one to
ten  years.  Total  share-based compensation expense was $82,000 and $79,000 for
the  three  month periods ended March 31, 2010 and March 31, 2009, respectively.
The estimated fair values of stock options granted in 2009 were calculated using
the Black-Scholes model. No stock options have been granted in 2010.  This model
requires  the  use  of  input  assumptions.  These  assumptions include expected
volatility,  expected  life, expected dividend rate, and expected risk-free rate
of  return.

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

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

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

     We  currently  have  approximately  $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 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 prior period, we recorded 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.

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

Three month period ended March 31, 2010 v. March 31, 2009
---------------------------------------------------------

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

     Consolidated  net  sales  for  the  three month period ended March 31, 2010
decreased by 8.5% to $5,532,000 from $6,047,000 for the three month period ended
March  31,  2009  due  to  lower sales from both our Electronics Group and Power
Group.  Sales  from  our Electronics Group decreased by 5.4%, due principally to
production  orders  in  the  backlog  of  our Orbit Instrument Division and TDL,
certain  of  which were scheduled for delivery in the current quarter, that were
delayed due to technical issues at the prime contractor level that was unrelated
to  our  hardware.  Sales  at  ICS  increased during the current year due to the
delay  of  new  orders  on the MK 119 Gun Console System during the prior period
which  had an adverse effect on revenue since work on this contract is accounted
for  under  the  percentage  of  completion  method.  Sales from our Power Group
decreased  by  7.8%  from  the  prior  year due to decreased sales from its COTS
division  and  despite  increased  sales  from  its  commercial  division.

     Gross  profit,  as  a percentage of sales, for the three months ended March
31,  2010  decreased  to 33.3% from 37.6% for the three month period ended March
31,  2009.  This  decrease resulted from a lower gross profit from our Company's
Electronics  Group,  principally  due  to  a  lower  gross  profit  at our Orbit
Instrument Division and TDL due to lower sales and despite a higher gross profit
at  ICS  due  to inefficient labor costs incurred in the prior period due to the
aforementioned  delay in orders.  Gross profit from the Power Group remained the
same  from  the  prior  year  despite  the  decrease  in  sales.

     Selling,  general  and  administrative  expenses  decreased  by  4.7%  to
$2,469,000  for  the three month period ended March 31, 2010 from $2,592,000 for
the  three  month  period ended March 31, 2009 principally due to lower selling,
general and administrative expenses from the Electronics Group. Selling, general
and  administrative  expenses,  as  a  percentage  of sales, for the three month
period  ended  March  31, 2010 increased to 44.6% from 42.9% for the three month
period  ended  March  31,  2009  principally due to a decrease in sales that was
slightly  offset  by  a  slight  decrease  in  costs.

Interest  expense for the three months ended March 31, 2010 increased to $57,000
from $46,000 for the three months ended March 31, 2009 due to an increase in the
interest  rate paid and despite a decrease in the amounts owed to lenders in the
current  period  due  to  the  pay  down  of  its  term  debt.

     Investment and other income for the three month period ended March 31, 2010
increased  to  $41,000  from  $20,000 for the three-month period ended March 31,
2009 principally due to a $39,000 other than temporary impairment charge related
to  certain  corporate  bonds  held by us that was taken in the prior period and
despite  a  decrease  in  the  amounts  invested  during  the  period.

     Net  loss  before  taxes  was $643,000 for the three months ended March 31,
2010  compared  to  net  loss before taxes of 344,000 for the three months ended
March  31,  2009.  The decrease in income was principally due to the decrease in
sales from both the Electronics and Power Groups, a decrease in gross profit, an
increase  in  interest  expense  and  despite a decrease in selling, general and
administrative  expenses  and  increase  in  investment  and  other  income.

Income  taxes  for  the  three  months  ended  March 31, 2010 and March 31, 2009
consist  of $4,000 and $9,000, respectively, in state income and Federal minimum
taxes  that  cannot  be  offset  by  any  state  or  Federal  net operating loss
carry-forwards.

As a result of the foregoing, net loss for the three months ended March 31, 2010
was  $647,000  compared to a loss of $353,000 for the year ended March 31, 2009.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for the three months ended March 31, 2010 decreased to a loss of $433,000 from a
loss  of  $119,000  for  three months ended March 31, 2009.  Listed below is the
EBITDA  reconciliation  to  net  income:


                                        Three  months  ended
                                             March  31,
                                             ----------
                                    2010                     2009
                                    ----                     ----

Net  income                     $(647,000)             $(353,000)
Interest  expense                  57,000                 46,000
Income  tax  expense                4,000                  9,000
Depreciation  and  amortization   153,000                179,000
                                 ---------             ----------
EBITDA                          $(433,000)             $(119,000)
                                ==========             ==========

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

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

     Working  capital  decreased  to  $16,047,000  at March 31, 2010 compared to
$16,558,000  at  December  31,  2009.  The  ratio  of  current assets to current
liabilities  was 4.4 to 1 at March 31, 2010 compared to 4.8 to 1 at December 31,
2009.  The  reduction  in  working capital was primarily attributable to the net
loss  for  the  period  and  repayments  of  debt.

Net cash used in operating activities for the three month period ended March 31,
2010  was  $974,000,  primarily attributable to the net loss for the period, the
increase  in inventory and costs and estimated earnings in excess of billings on
uncompleted  contracts  and  despite  the  decrease  in  accounts receivable and
increase  in  accounts  payable.  Net  cash provided by operations for the three
month  period ended March 31, 2009 was $2,372,000, primarily attributable to the
decrease  in  accounts  receivable  and  the non-cash amortization of intangible
assets  and  despite  the net loss for the period, the increase in inventory and
the  decrease  in  accounts  payable  and  accrued  expenses.

Cash  flows  used in investing activities for the three month period ended March
31,  2010  was  $1,000,  attributable  to  the purchase of fixed assets that was
partially  offset  by the sale of marketable securities.  Cash flows provided by
investing  activities  for  the  three  month  period  ended  March 31, 2009 was
$156,000,  primarily  attributable  to the sale of marketable securities and the
sale  of fixed assets that was partially offset by the purchase of fixed assets.

     Cash  flows  used  in financing activities for the three month period ended
March 31, 2009 was $78,000, primarily attributable to the repayment of long term
debt  and  note payable-bank which was partially offset by the proceeds from the
issuance  of long term debt and note payable-bank.  Cash flows used in financing
activities  for  the  three  month  period  ended  March  31, 2009 was $884,000,
primarily  attributable  to  the repayment of long term debt and the purchase of
treasury  stock.

     In  April  2005, we entered into a five-year $5,000,000 term loan agreement
to  finance  the  acquisition  of TDL and its manufacturing affiliate ("TDL Term
Loan").  In  December  2007,  we  entered  into a five-year $4,500,000 term loan
agreement  to  finance  the  acquisition  of  ICS  ("ICS Term Loan").  Principal
payments  under  the  two  term  loan facilities were approximately $113,000 per
month.  In  December 2007, we also amended an existing $3,000,000 line of credit
facility  with a commercial lender secured by accounts receivable, inventory and
property  and  equipment.  In  connection with the ICS Term Loan entered into in
December  2007,  the interest rates on both term loan facilities and the line of
credit  facility  were  amended to equal a certain percentage plus the one month
LIBOR  (0.25%  at  March  31,  2010)  depending on a matrix related to a certain
financial  covenant.  The  line  of credit facility was to continue from year to
year  unless  sooner terminated for an event of default including non-compliance
with  certain  financial  covenants.

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 December 31, 2009).  Principal payments of $100,000
were  made  on  a quarterly basis along with accrued interest.  In June 2007, we
refinanced  the  $1,050,000  balance  due  on  the TDL Shareholder Note with our
primary  commercial  lender.  Under  the terms of the new term loan entered into
with  our primary commercial lender ("TDL Refinanced Shareholder Loan"), monthly
payments  of $35,000 were made over a thirty-month period (through January 2010)
along with accrued interest pursuant to the interest terms described below.  The
TDL  Refinanced  Shareholder  Loan  was  paid  off  in  January  2010.

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 Refinanced Shareholder Loan, 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.  We were in
compliance  with  all  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 Refinanced Shareholder Loan 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  was  further  reduced  to  $2,000,000.

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  two of the financial ratios at
December  31,  2009  and for one of the financial ratios at 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
Refinanced Shareholder Loan and ICS Term Loan, and the Line of Credit 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. We were in compliance
with  all  financial  covenants  at  December  31,  2009.

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

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

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

     As  a  result of our first quarter loss, primarily due to shipping schedule
delays,  we  were not in compliance with one of our financial covenants at March
31, 2010. In May 2010, our lender agreed (i) to waive the covenant default; (ii)
to  amend the financial covenant ratio in question for the remainder of 2010 and
(iii) to permit, through July 15, 2010, amounts borrowed under our Term Loan and
Line  of Credit to exceed our borrowing base by a defined amount. The lender, in
consideration  of  such  waiver  and amendment, assessed a waiver fee of $25,000
plus  legal  fees and increased the interest rate on our line of credit and term
debt  to  the prime rate of interest plus 1% and the prime rate of interest plus
1.5%,  respectively. In addition, we agreed to enhanced reporting and monitoring
requirements, to suspend our stock repurchase program, and all future borrowings
will  be  on  a  prime  rate  basis  only  and  not  on  a  LIBOR  basis.

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


     In  August  2008,  our  Board  of  Directors  authorized a stock repurchase
program  allowing us to purchase up to $3.0 million of our outstanding shares of
common  stock  in  open market or privately negotiated transactions.  During the
period  from  August  2008  through March 31, 2010, we repurchased approximately
369,000  shares at an average price of $2.48 per share.  Total consideration for
the  repurchased  stock  was approximately $915,000.  In May 2010, in connection
with  an  amendment  to  our Credit Agreement, we suspended our stock repurchase
program.

Inflation  has  not  materially  impacted  the  operations  of  our  Company.

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

     During  the  second  quarter  of  2008,  our  Orbit Instrument Division was
verbally  advised  by  one  of  its  larger customers to provide support for the
immediate  development  of  certain  modifications to a critical 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.  We  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 were shipped in 2009. In addition,
that  same  customer  approached us and requested a modification to the existing
Memorandum  of  Agreement  so that additional units could 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 will be
delayed  until 2010.  In addition, the modification also contained an option for
our  customer  to procure additional units provided such option was exercised by
the  2009  year  end.  Our  customer requested and we agreed to additional units
being  added  to  the option quantity and such option was exercised by year end.
These  units  are  also  scheduled for delivery in 2010 for our Orbit Instrument
Division.

During  the  first  quarter of 2010, our revenue and profitability was adversely
affected  by  approximately  $2.5  million in production orders contained in the
backlog  of  our Orbit Instrument Division and TDL subsidiary, some of which was
scheduled  for delivery in the first quarter, that were delayed due to technical
issues at the prime contractor level that was unrelated to our hardware.  We now
expect  these orders to ship in the second half of 2010 although final technical
resolution  and  revised  shipping  dates  are  beyond  our  control.

ICS  experienced  a  delay  in the award for its MK 119 Gun Console System which
affected its first and second quarter shipments in 2009.  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 were delivered by year end
2009  but  due to the delay in the receipt of the award, other cabinets will not
be delivered until the second quarter of 2010.  We expect a similar delay in the
award of the MK 119 Gun Console System to ICS for 2010.  Shipment delays related
to  contracting,  funding and engineering issues are commonplace in our industry
and  could,  in the future, have an adverse effect on our financial performance.

During  the  fourth quarter of 2009, in addition to the significant delay in the
receipt of the MK 119 order, we were notified by our customer that a replacement
was  under  consideration  for a portion of future MK 119 requirements for which
ICS  was being considered but not guaranteed of future awards.  Consequently, we
believe  that  cash  flows  for  ICS  in the immediate future, particularly with
respect  to  MK  119  orders,  could potentially decrease.  After completing the
impairment testing of goodwill and intangible assets pursuant to ASC 350 and ASC
360,  we  concluded  an  impairment  charge of $1,622,000 and $426,000 should be
taken  in  connection  with  the recorded intangible assets and goodwill arising
from  the  acquisition  of ICS in 2007.  However, ICS, in addition to its bid on
two  of  the  replacement  programs,  is  currently  being  considered  as  a
subcontractor  for  one  of  the  prime  contractors  currently  bidding for the
Littoral Combat Ship which is a significant program being considered by the U.S.
Navy.  In  the event that MK 119 awards are even less than expected for 2010 and
the  prospects  for  additional  MK  119  awards  or  replacement  opportunities
diminish,  the  fair  market  value of the goodwill for ICS of $795,000 could be
further  impaired.

Our  Power  Group  had a record year of bookings and revenue in 2008 and another
record  year of revenue in 2009.  The commercial division of our Power Group has
historically  been  vulnerable  to  a  weak economy.  Bookings in the commercial
division  were  weak  during  most  of  2009 but bookings from the COTS division
remained  fairly  strong.  However,  despite current economic conditions and its
effect  on  capital spending, our Power Group's commercial division recorded its
strongest  bookings  of  the  year in the fourth quarter of 2009.  However, this
improvement  did  not  carry  over  into  the  first  quarter of 2010 and due to
continued  weakness  in  the  economy;  it  is  uncertain whether the commercial
division  can  sustain  the  improvement  from  the 2009 fourth quarter into the
current  year.  The  strength of our COTS division will position our Power Group
for  a  strong year of revenue and profitability for 2010 but improvement in the
commercial  division  will  be  needed to continue its trend of record revenues.

In  April  2005, our Company 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  through 2009, due to
shipping  schedules  resulting from contract delays, our second half of the year
was  stronger than the first half.  We again expect ICS's new orders for 2010 to
be  received  at  a similar time as was received in 2009 so we once again expect
the  second  half  of  2010  to  be  stronger  than  the  first  half.

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.  We believe that defense
budget dollars that are allocated to modernization and refurbishment of military
equipment  will  generally benefit us.  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.

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

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

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risks

     Not  applicable.

Item  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  its  management,  including  the  Company's
principal  executive  and  principal  financial  officers, or persons performing
similar  functions, as appropriate, to allow timely decisions regarding required
disclosure.

Internal  Control  over  Financial  reporting

     There  has  been no change to the Company's internal control over financial
reporting  (as  such  term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange  Act)  during the three months ended March 31, 2010 that has materially
affected,  or  is  reasonably  likely to materially affect, our internal control
over  financial  reporting.

<PAGE>

PART  II-  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS
          None

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

          ISSUER'S  PURCHASE  OF  EQUITY  SECURITIES:

<TABLE>
<CAPTION>

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

                      (a)                (b)                   (c)                                (d)
Period                Total Number       Average Price Paid    Total Number of Shares(or Units)   Maximu Number(or
                      of Shares(or       per Share(or Unit)    Purchased as part of Publicly      Approximate Dollar Value)
                      Units)                                   Announced Plans or Programs        of Shares(or Units) that May
                      Purchased                                                                   Yet Be Purchased Under the
                                                                                                  Plans or Programs
------------          --------------     -------------------   -------------------------------    -----------------------------
January  1- 31, 2010      700                    $3.44                       700                          $2,085,000
February 1-28, 2010        -                        -                         -                           $2,085,000
March 1-31, 2010           -                        -                         -                           $2,085,000
                       -------------     -------------------   -------------------------------    ------------------
Total                     700                    $3.44                       700                          $2,085,000
</TABLE>

     In  connection  with the Amendment and Waiver to the Credit Agreement dated
May  21,  2010,  the  Company  agreed  to  suspend its stock repurchase program.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
          None

ITEM  4.  (REMOVED  AND  RESERVED)

ITEM  5.  OTHER  INFORMATION
          None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits

        Exhibit  Number    Description
        ---------------     -----------
               10.1*       Amendment  and  Waiver  to  Credit  Agreement.

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

_________________*Filed  with  this  report.



                                   SIGNATURES
                                   ----------

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


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


Dated:     May 24, 2010         /s/ Dennis Sunshine
                                -------------------
                                Dennis Sunshine, President,
                                Chief Executive Officer and
                                Director


Dated:     May 24, 2010         /s/Mitchell Binder
                                ------------------
                                Mitchell Binder, Executive
                                Vice President, Chief
                                Financial Officer
                                and Director