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

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

                  For the Quarterly period ended June 30, 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           Smaller  reporting  company  X
                                                                   ===
Indicate  by  check mark whether the registrant is a shell company(as defined in
Rule  12b-2  of  the  Exchange  Act):  Yes  No  X
                                               ===
Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest practicable date: 4,644,881 shares of common
stock,  par  value  $.10,  as  of  August  10,  2010.



                                     INDEX

                                                                        Page No.
                                                                        --------

Part  I.     Financial  Information:

     Item  1  -  Financial  Statements:

     Condensed  Consolidated  Balance  Sheets  -
     June  30,  2010(unaudited)  and  December  31,  2009                   3-4

     Condensed  Consolidated  Statements  of  Operations
     for  the  Six  and  Three  Months  Ended
       June  30,  2010  and  2009  (unaudited)                               5

     Condensed  Consolidated  Statements  of  Cash  Flows
          for  the  Six  Months  Ended  June  30,  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                               19-33

     Item  3.  -  Quantitative  and  Qualitative  Disclosures
          About  Market  Risk                                               33

     Item  4T.  -  Controls  and  Procedures                                33

Part  II.     Other  Information:

     Item  1  -  Legal  Proceedings                                         34

     Item  2  -  Unregistered  Sales  of  Equity
                  Securities and Use of Proceeds                            34

     Item  3  -  Defaults  Under  Senior  Securities                        34

     Item  4  -  (Removed  and  Reserved)                                   34

     Item  5  -  Other  Information                                         34

     Item  6  -  Exhibits                                                   34

     Signatures                                                             35

     Exhibits                                                              36-41



<TABLE>
<CAPTION>



                                PART I - FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

                          ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS


                                                           June 30,     December 31,
ASSETS                                                      2010            2009
------                                                      ----            ----
                                                         (unaudited)
Current assets:
<S>                          <C>                                       <C>          <C>
   Cash and cash equivalents                           $   875,000    $ 2,321,000
   Investments in marketable securities                    401,000      1,019,000
   Accounts receivable (less allowance for
     doubtful accounts of $145,000)                      5,931,000      3,857,000
   Inventories                                          11,881,000     11,624,000
   Costs and estimated earnings in excess
     of billings on uncompleted contracts                     -         1,079,000
   Deferred tax asset                                      397,000        714,000
   Other current assets                                    197,000        287,000
                                                       -----------    -----------

  Total current assets                                  19,682,000     20,901,000

Property and equipment, net                              1,330,000      1,246,000

Goodwill                                                 2,483,000      2,483,000

Intangible assets, net                                     137,000        227,000

Deferred tax asset                                       1,759,000      1,403,000

Other assets                                               685,000        661,000
                                                      ------------    -----------

TOTAL ASSETS                                           $26,076,000    $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)

                                                           June 30,     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                                   1,142,000        988,000
   Accounts payable                                      1,119,000      1,084,000
   Income taxes payable                                     15,000         57,000
   Accrued expenses                                      1,045,000      1,102,000
   Customer advances                                        45,000         32,000
   Deferred income                                          85,000         85,000
                                                      ------------    ------------

  Total current liabilities                              4,382,000      4,343,000

Deferred income                                            129,000        171,000

Long-term obligations, net of current
 portion                                                 3,491,000      4,034,000
                                                      ------------    ------------

Total liabilities                                        8,002,000      8,548,000
                                                      ------------    ------------

STOCKHOLDERS' EQUITY

Common stock - $.10 par value, 10,000,000 shares
  authorized, 5,004,000 and 4,931,000 shares issued
  at 2010 and 2009, respectively, and 4,635,000 and
  4,563,000 shares outstanding at 2010 and 2009,
  respectively                                            502,000         493,000
Additional paid-in capital                             21,700,000      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           29,000          65,000
Accumulated deficit                                    (3,242,000)     (2,736,000)
                                                     ------------    -------------

Total stockholders' equity                             18,074,000      18,373,000
                                                     ------------    -------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $26,076,000     $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)

                                            Six Months Ended                         Three Months Ended
                                               June 30,                                   June 30,
                                          2010          2009                         2010            2009
                                          ----          ----                         ----            ----
<S>                                      <C>                       <C>                       <C>         <C>
Net sales                             $12,504,000    $12,153,000                  $6,972,000      $6,106,000

Cost of sales                           8,110,000      7,320,000                   4,420,000       3,547,000
                                      -----------    -----------                  ----------      -----------

Gross profit                            4,394,000      4,833,000                   2,552,000       2,559,000
                                      -----------    -----------                  ----------      -----------

Selling, general and
 administrative
  expenses                              4,949,000      5,132,000                   2,480,000       2,540,000
Interest expense                          111,000         88,000                      54,000          42,000
Investment and
 other income, net                       (181,000)       (76,000)                   (140,000)        (56,000)
                                      ------------   ------------                 -----------      ----------
(Loss) income before
 provision for
  income taxes                           (485,000)      (311,000)                    158,000          33,000

Provision for
  income taxes                             21,000         36,000                      17,000          27,000
                                      -----------    -----------                ------------       ----------


NET (LOSS) INCOME                       $(506,000)     $(347,000)                   $141,000          $6,000
                                        ==========   ============               ============       ==========

Net (loss) income per
common share:

Basic                                  $     (.12)    $     (.08)                   $    .03       $     .00
                                       ===========    ===========                   ========       =========
Diluted                                $     (.12)    $     (.08)                   $    .03       $     .00
                                       ===========    ===========                   ========       =========

<FN>



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

</TABLE>

<TABLE>
<CAPTION>


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

                                                                  Six Months Ended
                                                                     June 30,
<S>                                           <C>                                                    <C>           <C>
                                                             2010                 2009
                                                            ------               ------
Cash flows from operating activities:

Net loss                                                $ (506,000)           $ (347,000)

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

Share-based compensation expense                           169,000               157,000
Amortization of intangible assets                           90,000               248,000
Depreciation and amortization                              135,000               112,000
Unrealized loss on write down
 of marketable securities                                     -                   39,000
Gain on sale of marketable securities                     (100,000)                  -
Bond premium amortization                                     -                    5,000
Deferred income                                            (42,000)              (43,000)
Bad debt expense                                              -                   10,000

Changes in operating assets and liabilities:

Accounts receivable, net                                (2,074,000)            2,469,000
Inventories                                               (257,000)             (869,000)
Costs and estimated earnings in excess of
 billings on uncompleted contracts                       1,079,000                  -
Other current assets                                        90,000               (30,000)
Other assets                                               (24,000)               (5,000)
Accounts payable                                            35,000              (399,000)
Accrued expenses                                           (57,000)              (58,000)
Income taxes payable                                       (42,000)               58,000
Customer advances                                           13,000                 8,000
                                                      ------------            -----------

Net cash (used in) provided by
  operating activities                                  (1,491,000)            1,355,000

Cash flows from investing activities:

Purchases of property and equipment                       (219,000)             (238,000)
Proceeds from sale of property and equipment                  -                    9,000
Proceeds from sale of marketable securities                660,000               233,000
                                                      ------------           -----------

Net cash provided by investing activities                  441,000                 4,000

</TABLE>


                                                                     (continued)

<TABLE>
<CAPTION>


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

                                                                  Six Months Ended
                                                                     June 30,

<S>                                    <C>                                         <C>           <C>
                                                             2010                  2009
                                                             ----                 ------
Cash flows from financing activities:

Purchase of treasury stock                                  (2,000)             (100,000)
Proceeds from issuance of long-term debt
  and note payable-bank                                  1,659,000                 3,000
Stock option exercises                                      59,000                75,000
Repayments of long-term debt
  and note payable-bank                                 (2,112,000)           (1,287,000)
                                                        -----------           -----------

Net cash used in financing activities                     (396,000)           (1,309,000)
                                                        -----------           -----------

NET(DECREASE)INCREASE IN
CASH AND CASH EQUIVALENTS                               (1,446,000)               50,000
                                                        ----------            -----------

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

CASH AND CASH EQUIVALENTS - June 30                   $    875,000           $ 2,130,000
                                                      ============           ============

Supplemental cash flow information:

Cash paid for interest                                 $    113,000          $    99,000
                                                       ============          ============

Cash paid for income taxes                             $     63,000          $    42,000
                                                       ============          ============





<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 six and three months ended June 30, 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 and notes thereto 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 June 30, 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 $169,000 and $87,000 for the
six  and  three  months  ended June 30, 2010, respectively, and was $157,000 and
$78,000,  respectively,  for  the  comparable  2009  periods.

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

                                                   Six  Months  Ended
                                                      June  30,
                                             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. Approximately 48,000 and 84,000
shares  of  restricted  stock  were awarded to senior management and independent
directors  during  the six months ended June 30, 2010 and 2009, respectively. As
of  June  30, 2010, the Company had unearned compensation of $926,000 associated
with  all  of the Company's restricted stock awards, which will be expensed over
the  next  four  years.

     Stock  option activity during the six months ended June 30, 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                     (31,000)        1.85             -
                              --------       -----          -----

Options  outstanding,
 June  30,  2010              411,000        $3.49             3
                              =======        =====             =

Outstanding  exercisable
 at  June  30,  2010          355,000        $3.73             3
                              =======        =====             =

     At  June  30, 2010 the aggregate intrinsic value of options outstanding and
exercisable  was  $387,000  and  $296,000,  respectively. At the comparable 2009
period, the aggregate intrinsic value of options outstanding and exercisable was
$280,000  and  $227,000,  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  six  months  ended  June  30,  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  June  30,  2010             57,000            $1.02
                                =======            =====

     At  June 30, 2010, there was approximately $11,000 of unearned compensation
cost  related  to the above non-vested stock options. The cost is expected to be
recognized  over  approximately  the  next  three  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 $4,422,000 at June
30,  2010.  The  interest  rate  on  the  line  of  credit  was 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 was 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
$1,142,000  at  June  30,  2010.

The Company was in compliance with all of its financial covenants as of June 30,
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; and (ii) to amend the financial covenant ratio in
question for the remainder of 2010 and to replace it with a new covenant related
to  the  Company's operating profitability. The lender, in consideration of such
waiver  and  amendment,  assessed  a  waiver  fee of $25,000 plus legal fees and
increased the interest rate on 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 for all
future  borrowings  to  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.
In  March  2010,  the Company paid in full the outstanding principal on its term
loans  and  line  of  credit  with  its  previous  commercial  lender.

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

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

                                     Six Months Ended        Three Months Ended
                                         June 30,                 June 30,
                                     2010        2009        2010          2009
                                     ----        ----        ----          ----
Denominator:
 Denominator  for  basic  net
 income  (loss)  per  share  -
 weighted-average  common  shares  4,376,000   4,320,000    4,380,000  4,364,000

Effect  of  dilutive  securities:
 Employee  and  directors
  stock  options                        -          -           64,000     26,000

 Unearned  portion  of  restricted
     stock  awards                      -          -           17,000     23,000
                                    --------   --------     ---------  ---------
Denominator  for  diluted  net
 income  (loss)  per  share  -
 weighted-average  common
shares  and  assumed  conversion   4,376,000   4,320,000    4,461,000  4,413,000
                                   =========   =========    =========  =========

     The numerator for basic and diluted income (loss) per share for the six and
three  month  periods  ended June 30, 2010 and 2009 is the net income (loss) for
each  period.

     During  the  six  months  ended June 30, 2010 and 2009, the Company had net
losses  and  therefore  did  not  include  85,000  and 41,000 incremental common
shares,  respectively,  in  its calculation of diluted net loss per common share
since  an  inclusion  of  such  securities  would  be  anti-dilutive.

     Options  to  purchase  229,000  and  256,000  shares  of  common stock were
outstanding  during the three months ended June 30, 2010 and 2009, respectively,
but  were  not  included  in  the computation of diluted earnings per share. The
inclusion  of  these  options  would  have  been  anti-dilutive  as the options'
exercise  prices  were  greater  than  the average market price of the Company's
common  shares  during  the  relevant  period.

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

 (NOTE 3) - Net Income (loss) per Common Share (continued):
  ------    ----------------------------------------------

     Approximately  253,000  shares  of common stock were outstanding during the
six  and  three  months ended June 30, 2010, and approximately 273,000 shares of
common  stock  were  outstanding during the six and three months ending June 30,
2009,  but  were  not  included  in the computation of basic earnings per share.
These  shares  were  excluded  because  they  represent  the unvested portion of
restricted  stock  awards.

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

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

(NOTE 5) - Inventories:
-------    -----------
     Inventories are comprised of the following:

                              June 30,        December 31,
                               2010              2009
                               ----              ----

Raw Materials              $ 7,723,000     $ 7,569,000
Work-in-process              3,445,000       3,328,000
Finished goods                 713,000         727,000
                           -----------     -----------
     TOTAL                 $11,881,000     $11,624,000
                           ===========     ===========

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

The following is a summary of the Company's available for sale marketable
securities at June 30, 2010 and December 31, 2009:

                                                         Unrealized
                         Adjusted         Fair             Holding
June 30, 2010              Cost           Value             Gain
-------------         ------------     ----------       -----------

Corporate Bonds         $  356,000     $  400,000       $   44,000
U.S. Government
  Agency Bonds               1,000          1,000             -
                        ----------     ----------       ----------
Total                   $  357,000     $  401,000       $   44,000
                        ==========     ==========       ==========


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
six  months  ended June 30, 2010. During the six months ended June 30, 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, 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 June 30, 2010 and December 31,
2009,  of  assets and liabilities measured at fair value on a recurring basis by
level  within  the  hierarchy.

June  30,  2010               Total          Level  1      Level  2      Level 3
---------------            --------          --------      --------      -------

Corporate  Bonds          $   400,000     $   400,000     $   -        $     -
U.S.  Government
  Agency  Bonds                 1,000           1,000         -              -
                          -----------     -----------     ------       --------

Total  Assets             $   401,000     $   401,000     $   -        $     -
                          ===========     ===========     ======       ========




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. The fair value estimates presented herein
were  based  on  market or other information available to management. The use of
different  assumptions  and/or estimation methodologies could have a significant
effect  on  the  estimated  fair  value  amounts.

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

     For  the  six  and  three  months  ended June 30, 2010, total comprehensive
income  (loss),  net  of  tax, was $(542,000) and $71,000, respectively. For the
comparable  periods  during 2009, total comprehensive income (loss), net of tax,
was  $(238,000) and $119,000, respectively. Comprehensive income (loss) consists
of  the  net  income  (loss)  and  unrealized  gains  and  losses  on marketable
securities,  net  of  tax.

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

     The Company operates through two business segments, the Electronics Segment
(or  "Electronics  Group")  and the Power Units Segment (or "Power Group").  The
Electronics  Segment  is  comprised  of  the  Orbit  Instrument Division and the
Company's  TDL  and  ICS subsidiaries. The Orbit Instrument Division and TDL are
engaged  in the design, manufacture and sale of customized electronic components
and subsystems. ICS performs system integration for Gun Weapons Systems and Fire
Control  Interface as well as logistics support and documentation. The Company's
Power Units Segment, through the Company's Behlman Electronics, Inc. subsidiary,
is  engaged  in  the  design, manufacture and sale of distortion free commercial
power units, power conversion devices and electronic devices for measurement and
display.

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

     The following is the Company's business segment information for the six and
three  month  periods  ended  June  30,  2010  and  2009:



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

<TABLE>
<CAPTION>

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

                                                      Six Months Ended                        Three Months Ended
                                                          June 30,                                 June 30,
<S>                             <C>                      <C>                <C>           <C>          <C>
                                                  2010               2009                   2010             2009
                                                 -----              -----                   ----            -------
Net sales:
 Electronics
   Domestic                                    $ 7,105,000         $ 6,528,000            $4,407,000       $3,242,000
   Foreign                                         951,000             769,000               172,000          378,000
                                               ------------        ------------           -----------      -----------
Total Electronics                                8,056,000           7,297,000             4,579,000        3,620,000

 Power Units
    Domestic                                     4,053,000           4,354,000             2,272,000        2,131,000
    Foreign                                        524,000             508,000               121,000          361,000
                                               ------------        ------------           -----------      -----------
Total Power Units                                4,577,000           4,862,000             2,393,000        2,492,000

 Intersegment sales                               (129,000)             (6,000)                 -              (6,000)
                                               ------------        ------------            ----------      -----------
Total                                          $12,504,000         $12,153,000            $6,972,000       $6,106,000
                                               ============         ===========            ==========      ===========

(Loss) income from operations:
Electronics                                    $  (288,000)        $   (99,000)           $  111,000       $   44,000
Power Units                                        368,000             547,000               275,000          362,000
Intersegment profit                                 52,000             (17,000)               27,000           (3,000)
General corporate
 expenses not allocated                           (687,000)           (730,000)             (341,000)        (384,000)
Interest expense                                  (111,000)            (88,000)              (54,000)         (42,000)
Investment and other income                        181,000              76,000               140,000           56,000
                                               ------------         -----------           ----------        ----------
(Loss) income before
 income taxes                                  $  (485,000)        $  (311,000)           $  158,000        $  33,000
                                               ===========         ===========            ==========        ==========

</TABLE>


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

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





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



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

<TABLE>
<CAPTION>
      At June 30, 2010, the Company's goodwill and intangible assets consist of the following:

<S>                               <C>                  <C>                                                  <C>
                                 Estimated       Gross                                           Net
                                  Useful        Carrying      Accumulated      Accumulated     Carrying
                                   Life          Value        Amortization     Impairment       Value
                               -----------     -----------   -------------     ----------       --------

Goodwill                                       $9,798,000           -          (7,315,000)     $2,483,000
                                               ==========    ==============    ===========     ===========
Intangible Assets:

Contract relationships           15 Years       2,000,000    $   (270,000)     (1,595,000)        135,000
Contract backlog                1-5 Years       1,750,000      (1,750,000)           -               -
Non-compete
agreements                       3 Years          415,000        (382,000)        (31,000)          2,000
                                               ----------     --------------   ------------    -----------

                                               $4,165,000    $ (2,402,000)    $(1,626,000)       $137,000
                                               ==========    =============    ============     ===========

</TABLE>

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

<S>                               <C>                  <C>                                                  <C>
                                 Estimated      Gross                                          Net
                                  Useful       Carrying    Accumulated      Accumulated      Carrying
                                   Life         Value      Amortization      Impairment       Value
                                  --------    ----------   ------------     ------------    ----------

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(remainder)    $8,000
     2011               11,000
     2012               11,000
     2013               11,000
     2014               11,000

The  Company  recognized  amortization expense of $90,000 and $4,000 for the six
and  three  months  ended  June  30,  2010,  respectively.  The Company recorded
amortization  expense  of  the  $248,000  and  $124,000,  respectively,  in  the
comparable  2009  periods.

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

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

     The  Company  recorded  $21,000  and  $17,000  of  state income and federal
minimum  tax  expense  for  the  six  and  three  months  ended  June  30, 2010,
respectively.  For the comparable 2009 periods, the Company recorded $36,000 and
$27,000  of  state  income  and  federal  minimum tax expense, respectively. The
Company  did  not  record  a  tax benefit relating to its net losses for the six
months  ended  June  30,  2010  and  2009  due  to  an increase to its valuation
allowance  on  its  deferred  tax  asset  for  the  respective  periods.

     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  June  30,  2010.

(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  six  month  period  ended  June  30,  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 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 was
required  to  suspend  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  risks  and uncertainties which the Company may face, readers are urged
to  consider  statements  labeled  with  the  terms  "may", "will", "potential",
"opportunity",  "believes",  "belief",  "expects",  "intends",  "estimates",
"anticipates"  or  "plans"  to  be  uncertain  and  forward-looking.  The
forward-looking  statements contained herein are also subject generally to other
risks  and  uncertainties  that are described from time to time in the Company's
reports  and  registration  statements  filed  with  the Securities and Exchange
Commission.

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

     We  recorded  an increase in revenue and profitability for the three months
ended  June  30,  2010 as compared to the three months ended June 30, 2009.  Our
sales  increased  due  primarily  from  increased  sales  from  our  TDL and ICS
subsidiaries.  However,  our  gross  margin for the second quarter significantly
declined  due  to  higher than expected labor and material costs associated with
the  $4.1  million  MK  119  contract  which  was completed by June 30, 2010. In
addition,  due  to  lower  selling,  general  and administrative expenses and an
increase  in  investment and other income and despite lower sales from our Power
Group  and  an  increase in interest expense, the Company recorded net income of
$141,000  for  the  three  months  ended June 30, 2010 compared to net income of
$6,000  for  the  three  months  ended  June  30,  2009.

     For  the  six  months ended June 30, 2010, we recorded a slight increase in
sales  but  our  net  loss  for  the six months ended June 30, 2010 was $506,000
compared  to  a  net  loss  of  $347,000 in the prior period in 2009.  Our gross
margins  for  the  six  month  period  ended  June 30, 2010 were again adversely
affected by higher than expected labor and material costs on the MK 119 contract
that  was  completed  by June 30, 2010.  The increased loss was also affected by
slightly  lower  sales from our Power Group, an increase in interest expense and
despite the increase in sales from the Electronics Group, a decrease in selling,
general  and  administrative  expenses  and  an increase in investment and other
income.

     Our  backlog  at  June  30,  2010 was approximately $16,400,000 compared to
$12,400,000  at  June  30,  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.

     Despite  weak  but  improving  operating  results  in  2010,  our financial
condition  remains strong as evidenced by our 4.5 to 1 current ratio at June 30,
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 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.  As  a  result  of  our first quarter loss due to shipping schedule
delays,  we  were not in compliance with one of our financial covenants at March
31, 2010.  However, we did negotiate an amendment to our Credit Agreement in May
2010  and  we  were in compliance with our financial covenants at June 30, 2010.

     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 May 2010, we repurchased approximately 369,000
shares  at  an  average  price  of $2.48 per share.  Total consideration for the
repurchased  stock  was approximately $915,000.  In May 2010, in connection with
an  amendment  to  our  Credit  Agreement, we were required to suspend our stock
repurchase  program.

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
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 its 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 has 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 $169,000 and $157,000 for
the  six  month periods ended June 30, 2010 and June 30, 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  $400,000  invested  in  government  and
corporate  bonds.  We treat our investments as available-for-sale which requires
us  to  assess our portfolio each reporting period to determine whether declines
in  fair  value  below book value are considered to be other than temporary.  We
must first determine that we have both the intent and ability to hold a security
for a period of time sufficient to allow for an anticipated recovery in its fair
value  to  its  amortized  cost.  In assessing whether the entire amortized cost
basis  of the security will be recovered, we compare the present value of future
cash  flows  expected  to  be collected from the security (determination of fair
value)  with  the  amortized  cost  basis  of the security. If the impairment is
determined  to  be  other  than temporary, the investment is written down to its
fair  value and the write-down is included in earnings as a realized loss, and a
new  cost  is  established  for  the  security.   Any  further impairment of the
security  related  to  all  other  factors  is recognized in other comprehensive
income.  Any  subsequent  recovery  in  fair  value  is not recognized until the
security  either  is  sold  or  matures.

     We  use  several factors in our determination of the cash flows expected to
be  collected  including  i) the length of time and extent to which market value
has  been less than cost; ii) the financial condition and near term prospects of
the  issuer;  iii)  whether  a  decline in fair value is attributable to adverse
conditions  specifically  related  to  the security or specific conditions in an
industry;  iv)  whether interest payments continue to be made and v) any changes
to  the rating of the security by a rating agency.  Although we received all our
interest  payments  during the 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.  During the three and six months
ended June 30, 2010, we recorded a gain of approximately $109,000 on a corporate
bond sold at par on which an other than temporary impairment charge was taken in
a  prior  period.


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


Three  month  period  ended  June  30,  2010  v.  June  30,  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 June 30, 2010
increased  by  14.2%  to  $6,972,000  from $6,106,000 for the three month period
ended  June  30, 2009 due to higher sales from our Electronics Group and despite
slightly  lower  sales  from  our Power Group.  Sales from our Electronics Group
increased  by  26.5%,  due  principally  to increased sales from our TDL and ICS
subsidiaries  and  despite  slightly  lower  sales  from  our  Orbit  Instrument
Division.  Sales  at  ICS  increased during the three months ended June 30, 2010
due  to the completion of certain contracts for the MK 119 and MK 437 and to the
delay  of  new orders on the MK 119 Gun Console System during the same period in
2009  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 4.0% 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 June 30,
2010  decreased  to  36.6%  from 41.9% for the three month period ended June 30,
2009.  This  decrease  resulted  from  a  lower  gross profit from our Company's
Electronics  Group, principally due to a lower gross profit at ICS due to higher
than expected labor and material costs associated with the MK 119 contract which
was  completed  by June 30, 2010.  Gross profit at our Orbit Instrument Division
also  decreased  due  to a decrease in sales and product mix and gross profit at
TDL  increased  due principally to the increase in sales.  Gross profit from the
Power Group slightly decreased from the prior year due to the decrease in sales.

     Selling,  general  and  administrative  expenses  decreased  by  2.4%  to
$2,480,000  for  the  three month period ended June 30, 2010 from $2,540,000 for
the  three  month  period  ended June 30, 2009 principally due to lower selling,
general  and  administrative expenses from both our Electronics and Power Groups
and  slightly  lower  corporate costs. Lower selling, general and administrative
expenses  from  our Electronics Group were principally due to lower amortization
expense  since  intangible  assets  relating  to  our TDL acquisition were fully
amortized as of March 31, 2010. Selling, general and administrative expenses, as
a  percentage of sales, for the three month period ended June 30, 2010 decreased
to  35.6%  from 41.6% for the three month period ended June 30, 2009 principally
due  to  both  an  increase  in  sales  as  well  as  a  decrease  in  expenses.

     Interest  expense  for  the  three  months ended June 30, 2010 increased to
$54,000 from $42,000 for the three months ended June 30, 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  our  term  debt.

     Investment  and other income for the three month period ended June 30, 2010
increased  to  $140,000  from  $56,000 for the three month period ended June 30,
2009 principally due to a recorded gain of approximately $109,000 on a corporate
bond sold at par on which an other than temporary impairment charge was taken in
a  prior  period  and;  despite  a  decrease  in the amounts invested during the
period.

     Net  income  before  taxes was $158,000 for the three months ended June 30,
2010 compared to $33,000 for the three months ended June 30, 2009.  The increase
in  income  was  principally  due  to the increase in sales from the Electronics
Group,  a  decrease in selling, general and administrative expenses, an increase
in  investment  and other income and despite slightly lower sales from the Power
Group,  significantly  lower  gross margins and an increase in interest expense.

     Income  taxes  for  the  three months ended June 30, 2010 and June 30, 2009
consist  of  $17,000  and  $27,000,  respectively,  in  state income and Federal
minimum  taxes  that cannot be offset by any state or Federal net operating loss
carry-forwards.

     As  a  result  of the foregoing, net income for the three months ended June
30,  2010  was  $141,000  compared to $6,000 for the three months ended June 30,
2009.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for the three months ended June 30, 2010 increased to $284,000 from $256,000 for
the three months ended June 30, 2009.  Listed below is the EBITDA reconciliation
to  net  income:


                                        Three  months  ended
                                             June  30,
                                   2010                     2009
                                  ----                     ----

Net  income                    $  141,000               $   6,000
Interest  expense                  54,000                  42,000
Income  tax  expense               17,000                  27,000
Depreciation  and  amortization    72,000                 181,000
                                   ------                 -------
EBITDA                         $  284,000              $  256,000
                               ==========              ==========

     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 we
believe  it  is  useful  to  our  investors  and management as a measure of cash
generated  by  our business operations that will be used to service our debt and
fund  future  acquisitions as well as provide an additional element of operating
performance.

Six  month  period  ended  June  30,  2010  v.  June  30,  2009
---------------------------------------------------------------

     Consolidated  net  sales  for  the  six  month  period  ended June 30, 2010
increased by 2.9% to $12,504,000 from $12,153,000 for the six month period ended
June  30,  2009  due  to  higher  sales  from  our Electronics Group and despite
slightly  lower  sales  from  our Power Group.  Sales from our Electronics Group
increased  by  10.4%, due principally to increased sales from our ICS subsidiary
and  despite  slightly  lower  sales  from our Orbit Instrument Division and TDL
subsidiary.  Sales  at  ICS  increased  during  the  current  period  due to the
completion  of  certain  contracts for the MK 119 and MK 437 and 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 5.9%
from  the same period during 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 six months ended June 30,
2010 decreased to 35.1% from 39.8% for the six month period ended June 30, 2009.
This  decrease resulted from a lower gross profit from our Company's Electronics
Group,  principally  due  to  a  lower  gross  profit  at ICS due to higher than
expected  labor and material costs associated with the MK 119 contract which was
completed  by June 30, 2010.  Gross profit at our Orbit Instrument Division also
decreased  due  to  a  decrease in sales and product mix and gross profit at TDL
increased due principally to product mix and despite a slight decrease in sales.
Gross  profit from the Power Group slightly decreased from the prior year due to
the  decrease  in  sales.

     Selling,  general  and  administrative  expenses  decreased  by  3.6%  to
$4,949,000  for the six month period ended June 30, 2010 from $5,132,000 for the
six  month  period ended June 30, 2009 principally due to lower selling, general
and  administrative  expenses  from both our Electronics and Power Groups. Lower
selling,  general  and  administrative  expenses from our Electronics Group were
principally  due  to lower amortization expense since intangible assets relating
to  our  TDL  acquisition  were  fully amortized as of March 31, 2010. Corporate
costs  remained  approximately  the  same.  Selling,  general and administrative
expenses, as a percentage of sales, for the six month period ended June 30, 2010
decreased  to  39.6%  from  42.2%  for  the six month period ended June 30, 2009
principally  due to both an increase in sales as well as a decrease in expenses.

     Interest  expense  for  the  six  months  ended  June 30, 2010 increased to
$111,000  from $88,000 for the six months ended June 30, 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  our  term  debt.

     Investment  and  other  income for the six month period ended June 30, 2010
increased  to $181,000 from $76,000 for the six month period ended June 30, 2009
principally  due  to  a  recorded  gain, in the second quarter, of approximately
$109,000  on  a  corporate  bond  sold  at  par on which an other than temporary
impairment  charge  was  taken  in a prior period and; despite a decrease in the
amounts  invested  during  the  period.

     Net  loss  before taxes was $485,000 for the six months ended June 30, 2010
compared  to  a  loss  of  $311,000 for the six months ended June 30, 2009.  The
increased loss was principally due to slightly lower sales from the Power Group,
significantly  lower  gross  margins  and  an  increase  in interest expense and
despite the increase in sales from the Electronics Group, a decrease in selling,
general  and  administrative  expenses  and  an increase in investment and other
income.

     Income  taxes  for  the  six  months  ended June 30, 2010 and June 30, 2009
consist  of  $21,000  and  $36,000,  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, the net loss for the six months ended June
30,  2010  was  $506,000  compared  to a net loss of $347,000 for the six months
ended  June  30,  2009.

     Earnings  (loss)  before  interest, taxes and depreciation and amortization
(EBITDA)  for the six months ended June 30, 2010 decreased to a loss of $149,000
from  earnings of $137,000 for the six months ended June 30, 2009.  Listed below
is  the  EBITDA  reconciliation  to  net  income:





                                         Six  months  ended
                                             June  30,
                                            ---------
                                    2010                 2009
                                    ----                 ----

Net  loss                       $(506,000)              $(347,000)
Interest  expense                 111,000                  88,000
Income  tax  expense               21,000                  36,000
Depreciation  and  amortization   225,000                 360,000
                                ---------               ---------
EBITDA                          $(149,000)             $  137,000
                                ==========             ==========

Liquidity  and  Capital  Resources
----------------------------------

     Working  capital  decreased  to  $15,300,000  at  June 30, 2010 compared to
$16,558,000  at  December  31,  2009.  The  ratio  of  current assets to current
liabilities  was  4.5 to 1 at June 30, 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, repayments of debt and a reallocation of the deferred tax
asset  from  short-term  to  long-term.


     Net  cash  used in operating activities for the six month period ended June
30,  2010 was $1,491,000, primarily attributable to the net loss for the period,
the increase in accounts receivable and inventory and the non-cash gain from the
sale  of  marketable securities, and despite the decrease in costs and estimated
earnings  in  excess  of  billings  on  uncompleted  contracts  and the non-cash
depreciation  and  stock  compensation expense.  Net cash provided by operations
for  the  six  month  period  ended  June  30,  2009  was  $1,355,000, primarily
attributable  to  the  decrease  in  accounts  receivable  and  the  non-cash
amortization  of  intangible assets, depreciation and stock compensation expense
and  despite  the  net  loss  for  the period, the increase in inventory and the
decrease  in  accounts  payable.

     Cash  flows provided by investing activities for the six month period ended
June  30,  2010  was $441,000, attributable to the sale of marketable securities
that  was partially offset by the purchase of fixed assets.  Cash flows provided
by investing activities for the six month period ended June 30, 2009 was $4,000,
primarily  attributable  to  the  sale  of marketable securities and the sale of
fixed  assets  that  was  partially  offset  by  the  purchase  of fixed assets.

     Cash flows used in financing activities for the six month period ended June
30, 2010 was $396,000, 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 the exercise of stock options.  Cash flows used
in  financing  activities  for  the  six  month  period  ended June 30, 2009 was
$1,309,000,  primarily  attributable  to the repayment of long term debt and the
purchase  of  treasury  stock that was partially offset by the exercise of stock
options.

     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  (0.35%  at  June  30,  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 June 30, 2010). 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
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  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; and
(ii) to amend the financial covenant ratio in question for the remainder of 2010
and  replace  it  with  a  new  covenant  related  to  the  Company's  operating
profitability.  The  lender,  in  consideration  of  such  waiver and amendment,
assessed a waiver fee of $25,000 plus legal fees and increased the interest rate
on  our  line  of credit and term debt to the prime rate of interest plus 1% and
the  prime  rate of interest plus 1.5%, respectively.  In addition, we agreed to
enhanced  reporting and monitoring requirements, to suspend our stock repurchase
program, and all future borrowings to be on a prime rate basis only and not on a
LIBOR  basis.

     We  were  in  compliance  with  our  financial  covenants at June 30, 2010.

     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  the  amendment  to our Credit Agreement, we suspended our stock repurchase
program.

Inflation  has  not  materially  impacted  the  operations  of  our  Company.

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

     During  the  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 were
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 were
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 for our Orbit Instrument Division to ship
in  the  second  half  of  2010  and  the  orders for our TDL subsidiary to ship
commencing  in  2011  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  were  not  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 MK119 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
although  bookings  did improve in the second quarter and July was the strongest
booking  month  of  2010  thus  far.  However,  due to continued weakness in the
economy,  it  is  uncertain  whether  the  improvement  in the bookings from the
commercial  division  can  be  sustained  through  the  remainder  of 2010.  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 the second half of 2010 to be
stronger  than  the  first  half  due  to  shipping  schedules.

     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. The efforts of our investment banker,
which  have been primarily focused on the exploration of a potential sale of the
Company,  have recently increased. 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 June 30, 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
<TABLE>
<CAPTION>


          ISSUER'S  PURCHASE  OF  EQUITY  SECURITIES:


<S>       <C>  <C>  <C>  <C>
                       (a)            (b)                  (c)                                (d)
Period                 Total          Average Price Paid   Total Number of Shares(or Units)    Maximum Number(or
                       Number of      per Share(or Unit)   Purchased as part of Publicly       Approximate Dollar Value)
                       Shares(or                           Announced Plans or Programs         of Shares(or Units) that May
                       Units)                                                                  Yet Be Purchased Under the
                       Purchased                                                               Plans or Programs
                     ------------    ------------------   ---------------------------------  ------------------------------
April  1- 30, 2010         -                 -                          -                          $ 2,085,000
May  1-31, 2010            -                 -                          -                          $ 2,085,000
June  1-30, 2010           -                 -                          -                          $ 2,085,000
                      ----------     ------------------   ---------------------------------  ------------------------------
Total                      -                 -                          -                          $ 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
          ---------------     -----------

               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:     August 16, 2010          /s/ Dennis Sunshine
                                    -------------------
                                    Dennis Sunshine, President,
                                    Chief Executive Officer and
                                    Director



Dated:     August 16, 2010          /s/Mitchell Binder
                                    ------------------
                                    Mitchell Binder, Executive
                                    Vice President, Chief
                                    Financial Officer
                                    and Director