UNITED  STATES
SECURITIES  AND  EXCHANGE  COMMISSION
Washington, DC  20549

FORM  10-QSB

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                    SECURITIES EXCHANGE  ACT  OF  1934
For the quarterly period ended 		June 30, 2001
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 small business issuer as specified in its charter)
Delaware					   ID #	11-1826363
(State or other jurisdiction      (I.R.S. Employer Identification
 incorporation or organization)	  Number)
80 Cabot Court, Hauppauge, New York			11788
(Address of principal executive offices			    (Zip Code)
(631) 435-8300
(Issuer=s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
  since last report)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act 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 ___

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:

Check whether the issuer filed all documents and reports required to
be filed by Sections 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes ___   No ___

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer=s classes of
common equity, as of the latest practicable date:

August 9, 2001			      						2,109,196
Transitional Small Business Disclosure Format (check one): Yes___
No_X_












INDEPENDENT ACCOUNTANT'S REPORT




To the Board of Directors
Orbit International Corporation

We have reviewed the accompanying consolidated balance
sheet of Orbit International
Corporation and subsidiaries
as of June 30, 2001, and the related consolidated statements of
operations for the six-month
 and three-month periods
ended June 30, 2001 and 2000, and the consolidated
statements of cash flows for the
six-month periods ended June
30, 2001 and 2000.  These financial statements are the
consolidated statements of  responsibility of the Company's
 management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the consolidated
financial statements taken as a whole.  Accordingly, we do not express such
an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying
consolidated financial statements for them to be in conformity with generally
 accepted accounting principles.




GOLDSTEIN GOLUB KESSLER LLP
New York, New York

July 31, 2001











PART I - FINANCIAL INFORMATION
ITEM - I

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS



     June 30,       December 31,
       2001 	        2000
    (unaudited)

ASSETS

Current assets:

 Cash and cash equivalents...............  $ 1,307,000    $ 1,102,000
 Investments in marketable securities....        3,000          3,000
 Accounts receivable (less allowance for
  doubtful accounts).....................    1,752,000		2,137,000
 Inventories ............................    7,101,000		6,654,000
 Other current assets....................      108,000        104,000
 Deferred tax assets.....................	   75,000		   75,000

   Total current assets..................   10,346,000     10,075,000

Property, plant and equipment - at cost,
  less accumulated depreciation and
  amortization...........................      221,000      2,024,000

Excess of cost over the fair value of
   assets acquired.......................      916,000     	  963,000

Other assets............................	  854,000        758,000
Deferred tax assets.....................	  275,000		  675,000


 TOTAL ASSETS............................  $12,612,000    $14,495,000







See accompanying notes.


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



       June 30,    December 31,
         2001		  2000
     (unaudited)

LIABILITIES AND STOCKHOLDERS= EQUITY

Current liabilities:



 Current portion of long-term obligations.. $   273,000    $  841,000
 Accounts payable..........................   1,265,000     1,486,000
 Accrued expenses..........................     728,000       858,000
 Notes payable.............................     927,000         -
 Deferred income...........................      85,000         -
  Customer advances.......................	   608,000       670,000
 Accounts payable, accrued expenses and
  reserves applicable to discontinued
  operations...............................     739,000       758,000

Total current liabilities........     			 4,625,000      4,613,000

Deferred income...........................      897,000

Long-term obligations......................     335,000     2,664,000

   Total liabilities.......................   5,857,000     7,277,000

STOCKHOLDERS= EQUITY

Common stock - $.10 par value..............     304,000       304,000
Additional paid-in capital.................  24,165,000    24,165,000
Accumulated deficit........................  (7,864,000)   (7,401,000)
16,605,000    17,068,000
Treasury stock, at cost....................	(9,850,000)   (9,850,000)
   Total stockholders= equity..............   6,755,000     7,218,000


TOTAL LIABILITIES AND STOCKHOLDERS= EQUITY  $12,612,000   $14,495,000






See accompanying notes.

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


Six Months Ended	    Three Months Ended
                              June 30,           	     June 30,
                          2001        2000 	      2001	   2000


Net sales...........  $ 6,783,000 $ 5,941,000  $ 3,603,000 $ 3,188,000

Cost of sales.......    4,258,000   3,801,000    2,226,000   1,970,000

Gross profit........    2,525,000   2,140,000    1,377,000   1,218,000

Selling, general and


 administrative
 expenses...........    2,597,000   2,486,000    1,289,000   1,244,000
Interest expense....      112,000     170,000       20,000      87,000
Investment and
 other income, net..    ( 121,000) (  108,000)    ( 54,000)   ( 54,000)
Income (loss) before
 income tax YYYYY       (  63,000) (  408,000)     122,000    ( 59,000)

Income tax                400,000       -             -           -   -

Net income (loss) before
  extraordinary item    ( 463,000)  ( 408,000)     122,000    ( 59,000)

Extraordinary item..         -        190,000         -           -   -

NET INCOME (LOSS)...  $ ( 463,000)  $(218,000)   $ 122,000   $( 59,000)

Net income (loss) per
common share:
Income (loss) before
  extraordinary item
     Basic.............$ (.23)    $  (.20)      $    .06      $  (.03)
     Diluted...........$ (.23)    $  (.20)      $    .06      $  (.03)

Extraordinary item
     Basic.............$   -      $   .09       $     -       $    -
     Diluted...........$   -      $   .09       $     -       $    -

Net income (loss)
     Basic.............$ (.23)    $  (.11)      $    .06      $  (.03)
     Diluted...........$ (.23)    $  (.11)      $    .06      $  (.03)

See accompanying notes.


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

    	                           Six Months Ended
                            		          	      June 30,
    				            2001        2000

Cash flows from operating activities:
 Net income (loss)...........................  $ (463,000) 	$ (218,000)
  Adjustments to reconcile net income
  to net cash (used in)
  operating activities:
   Depreciation and amortization.............      81,000       77,000
   Amortization of goodwill..................      48,000       48,000
   Forgiveness of debt.......................    			  (190,000)
   Deferred income...........................    	(42,000)		-
   Deferred tax asset........................     400,000		-


Changes in operating assets and liabilities:
 Accounts receivable.........................     385,000     (955,000)
 Inventories.................................    (447,000)    (421,000)
 Other current assets........................      (4,000)      28,000
 Other assets................................    (131,000)    (184,000)
 Accounts payable............................    (221,000)     238,000
 Accrued expenses............................    (130,000)      67,000
 Customer advances...........................     (62,000)      	 -
 Assets held for sale,net....................                   41,000
 Accounts payable, accrued expenses and
  and reserves applicable to
  discontinued operations....................     (19,000)     (74,000)

Net cash (used in)
   operating activities......................    (605,000)  (1,543,000)

Cash flows from investing activities:
 Purchases of property, plant and equipment..      (3,000)     (32,000)
 Proceeds from sales of property, plant
   and equipment........ .....................  2,783,000            -


Net cash provided by (used in)
   investing activities......................   2,780,000      (32,000)



(continued)





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


                     Six Months Ended
                                            June 30,
                     2001         2000

Cash flows from financing activities:
 Repayments of debt..........................  (2,897,000)    (338,000)
 Proceeds from debt..........................   1,000,000          -
 Net repayments of note payable .............     (73,000)        -
Net cash provided by (used in) financing
 activities..................................  (1,970,000)    (338,000)


NET (DECREASE) INCREASE IN CASH AND CASH
 EQUIVALENTS.................................     205,000   (1,913,000)




Cash and cash equivalents - January 1........   1,102,000    2,975,000


CASH AND CASH EQUIVALENTS - June 30..........  $1,307,000  $ 1,062,000




Supplemental cash flow  information:

       Cash paid for:

       Interest.............................. $112,000     $   170,000









See accompanying notes.







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


(NOTE 1) B Basis of Presentation:

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

The results of operations for the six months ended June 30, 2001 are not
necessarily indicative of the results of operations for the full fiscal year
ending December 31, 2001.

These condensed consolidated statements should be read in conjunction
with the Company=s financial statements for the fiscal year ended December
31, 2000 contained in the Company=s Form 10-KSB.



(NOTE 2) B Sale-leaseback Transaction:

In March 2001, the Company entered into a sale-leaseback of its
operating facility whereby it received proceeds of $3,000,000 and entered
into an operating lease with an initial term expiring in 2013.  The lease
may be extended by the Company at its option through February 2025.  The
Company used the proceeds from the sale to pay off the amount outstanding
under its existing mortgage with the remainder used for working capital.

(NOTE 3) B Financing Arrangement:

In January 2001, the Company entered into an agreement with an asset-
based lender that provided a $1,000,000 loan, collateralized by the Company=s
accounts receivable, inventory and machinery and equipment, at an interest
rate of prime plus 1.75%.  The Company used the proceeds to pay off all
amounts outstanding under its existing term loans, a portion of the amount
outstanding under its existing mortgage and the remainder will be used for
working capital.  Pursuant to the terms of the agreement, the Company must
comply with, among other matters, certain financial covenants which include
minimum levels of working capital and tangible net worth, as defined.



(continued)

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

(NOTE 4) - Income Per Share:

The following table sets forth the computation of basic and diluted income
(loss) per common share:
       			Six Months Ended	  Three
Months Ended
                   	       		    June 30,	           June
30,
       					 2001      2000        2001
2000
Denominator:
 Denominator for basic
  income (loss) per share -
  weighted-average common
  shares					   2,026,000  2,026,000  2,026,000
2,026,000
Effect of dilutive securities:
 Employee and directors
  stock options				  0	        0	        14,000
 0
 Warrants					       0   	   0           0
 0



Denominator for diluted
 income (loss) per share -
 weighted-average common
 shares and assumed
 conversion    			   2,026,000  2,026,000  2,040,000
2,026,000

Due to a loss recorded for the six month periods ended June 30, 2001
and 2000, and the three month period ended June 30, 2000, the denominator
for both basic and diluted loss per common share is the weighted-average
common shares.  There is no effect of common share equivalents as such
effect would be antidilutive.

The numerator for basic and diluted income (loss) per share for the six
and three months ended June 30, 2001 and June 30, 2000 is the net income
(loss) for each period.


(NOTE 5) - Cost of Sales:

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




(continued)




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

(NOTE 6) - Inventories:

     Inventories are comprised of the following:

                                   June 30,      December 31,
                                     2001            2000

Raw Materials..............      $ 3,434,000      $ 3,231,000
Work-in-process............        3,084,000        2,857,000
Finished goods.............          583,000          566,000
                TOTAL		   $ 7,101,000      $ 6,654,000


(NOTE 7)  -  Business Segments:



The Company operates through two business segments.  Its Electronics
Segment, through the Orbit Instrument Division, is engaged in the design,
manufacture and sale of customized electronic components and subsystems.  Its
Power Units Segment, through the 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, 2001 and 2000.

                  Six Months Ended	          Three Months
Ended
       June 30,                    June 30,
  					   2001	     2000            2001
2000
Net sales:
   Electronics........ $ 3,737,000 $ 2,865,000	$ 1,889,000
$1,618,000
   Power Units........

Domestic.........   2,686,000   2,641,000      1,629,000  1,443,000
Foreign..........     360,000     435,000         85,000    127,000

   Total Power Units...  3,046,000   3,076,000      1,714,000  1,570,000
Total	   $ 6,783,000 $ 5,941,000    $ 3,603,000
$3,188,000




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


Income (loss) from
operations:
   Electronics......... $  294,000  $    58,000  $   208,000 $
192,000
   Power Units.........    (55,000)    (148,000)      34,000
(96,000)
General corporate
  expenses not
  allocated    ........   (311,000)    (256,000)    (154,000)
(122,000)
Interest expense.......	 (112,000)    (170,000)     (20,000)
(87,000)
Investment and other
  income...............    121,000 	108,000       54,000
54,000


Income (loss) before
income taxes and
extraordinary item     $   (63,000)  $ (408,000)   $ 122,000
$(59,000)


(NOTE 8)  -  Recent Accounting Pronouncements:

In July 2001, the Financial Accounting Standards Board issued
Statement of
Financial Accounting Standards No. 141, "Business Combinations"
(SFAS No.
141) and Statement of Financial Accounting Standards No. 142,
"Goodwill and
Other Intangible Assets" (SFAS No. 142).

SFAS No. 141 addresses financial accounting and reporting for
business
combinations.  This statement requires the purchase method of
accounting to
be used for all business combinations, and prohibits the
pooling-of-interests method of accounting. This statement is
effective for
all business combinations initiated after June 30, 2001 and
supercedes APB
Opinion No. 16, "Business Combinations" as well as FASB Statement of
Financial Accounting Standards No. 38, "Accounting for
Preacquisition
Contingencies of Purchased Enterprises".

SFAS No. 142 addresses how intangible assets that are acquired
individually
or with a group of other assets should be accounted for in financial
statements upon their acquisition.  This statement requires goodwill
to be
periodically reviewed for impairment rather than amortized,
beginning on
January 1, 2002.  SFAS No. 142 supercedes APB Opinion No. 17,
"Intangible
Assets".

Pursuant to the effective date and transition stated in SFAS 142, the
Company plans to apply this pronouncement for its fiscal year
beginning January 1, 2002.

(continued)




Item 2.
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
MANAGEMENT=S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS



Material Changes in Results of Operations

Three month period ended June 30, 2001 v. June 30, 2000

The Company currently operates in two industry segments.  Its
Orbit Instrument Division is engaged in the design and manufacture of
electronic components and subsystems (the AElectronics Segment@).  Its
Behlman subsidiary is engaged in the design and manufacture of
commercial power units (the APower Units Segment@).

Consolidated net sales for the three month period ended June 30, 2001
increased to $3,603,000 from $3,188,000, or 13.0%, for the three month
period ended June 30, 2000 principally due to higher sales recorded from
both its Electronics Segment and Power Units Segments.

Gross profit, as a percentage of sales, for the three months ended
June 30, 2001 was 38.2% which was equal to the percentage recorded for the
three months ended June 30, 2000.  This result was due to an increase in
gross profit realized by the Power Unit Segment that was offset by a lower
gross profit realized by the Electronics Segment .

Selling, general and administrative expenses for the three month
period ended June 30, 2001 increased to $1,289,000 from $1,244,000, or
3.6%, for the three month period ended June 30, 2000 principally due to
higher selling costs incurred by both the Electronics and Power Unit
Segment.    Selling, general and administrative expenses, as a percentage
of sales, for the three month period ended June 30, 2001 decreased to 35.8%
from 39.0% for the three month period ended June 30, 2000 principally due
to increased sales during the current period.

Interest expense for the three month period ended June 30, 2001
decreased to $20,000 from $87,000 for the three month period ended June 30,
2000 principally due to the pay off of the outstanding balance under the
Company=s credit facility in the first quarter of 2001 and to lower interest
rates.

Investment and other income for both the three month period ended June
30, 2001 and June 30, 2000 was $54,000 principally due to the amortization
of deferred income realized on the sale-leaseback of the Company=s operating
facility completed in the first quarter of 2001 that was offset by a
decrease in funds available for investment during the current period.

As a result of the foregoing, net income for the three month period
ended June 30, 2001 was $122,000 compared to a net loss of $59,000 for the
three month period ended June 30, 2000.



Six month period ended June 30, 2001 v. June 30, 2000

Consolidated net sales for the six month period ended June 30, 2001
increased to $6,783,000 from $5,941,000, or 14.2%, for the six month period
ended June 30, 2000 principally due to higher sales recorded from its
Electronics Segment that was partially offset by slightly lower sales
recorded by its Power Units Segment during the six month period ended June
30, 2001.



Gross profit, as a percentage of sales, for the six months ended June
30, 2001 increased to 37.2% from 36.0% for the six month period ended June
30, 2000 due to a higher gross profit realized by both its Electronics and
Power Units Segment. The increase in gross profit realized by its
Electronics Segment was principally due to an increase in such segment=s
sales while the increase in the gross profit realized by the Power Unit
Segment was principally due to product mix.

Selling, general and administrative expenses for the six month period
ended June 30, 2001 increased to $2,597,000 from $2,486,000, or 4.5%, for
the six month period ended June 30, 2000 principally due to the write-off
of $103,000 of bank financing costs resulting from the pay off of the
outstanding balance under the Company=s credit facility in the first quarter
of 2001.  Selling, general and administrative expenses, as a percentage of
sales, for the six month period ended June 30, 2001 decreased to 38.3% from
41.8% for the six month period ended June 30, 2000 principally due to
increased sales during the current period.

Interest expense for the six month period ended June 30, 2001
decreased to $112,000 from $170,000 for the six month period ended June 30,
2000 principally due to the pay off of the outstanding balance under our
credit facility in the first quarter of 2001 and to lower interest rates.

Investment and other income for the six month period ended June 30,
2001 increased to $121,000 from $108,000 for the six month period ended
June 30, 2000 principally due to the amortization of deferred income
realized on the sale-leaseback of the Company=s operating facility completed
in the first quarter of 2001 that was offset by a decrease in funds
available for investment during the current period.

The net loss before income tax and extraordinary item for the six
month period ended June 30, 2001 decreased to $63,000 from the $408,000
loss recorded for the six month period ended June 30, 2000.  This reduced
loss was principally due to an increase in  sales from the Company=s
Electronics Segment and an increase in gross profit realized by the Power
Unit Segment due to product mix.

During the first quarter of 2001, the Company completed the sale-
leaseback of its operating facility.  For tax purposes, the Company will be
able to offset the capital gain realized on the sale of the facility with
its net operating loss carryforward.  As a result of the transaction and
pursuant to Statement of Financial Statements No. 109 AAccounting for
Income Taxes@, the Company adjusted its valuation allowance against its
deferred tax asset thereby taking a charge of $400,000 to income for the
six months ended June 30, 2001.

The net loss before extraordinary item for the six month period ended
June 30, 2001 was $463,000 compared to a loss of $408,000 recorded for the
six month period ended June 30, 2000.

In March 2000, the Company reached an agreement with the sellers of a
discontinued apparel division whereby the Company agreed to commence making
payments on a promissory note payable to such sellers in 2000 rather than
in 2002 as scheduled.  The agreement resulted in an extraordinary gain of
$190,000 net of income taxes.



As a result of the foregoing, the net loss for the six month period
ended June 30, 2001 was $463,000 compared to a net loss of $218,000 for the
six month period ended June 30, 2000.

Material Change in Financial Condition

Working capital increased to $5,721,000 at June 30, 2001 compared to
$5,462,000 at December 31, 2000.  The ratio of current assets to current
liabilities  remained at 2.2 to 1 at June 30, 2001 from December 31, 2000.

Net cash used in operations for the six month period ended June 30,
2001 was $605,000, primarily attributable to the net loss for the period,
the increase in inventory and other assets and the decrease in accounts
payable and accrued expenses that was partially offset by the non-cash flow
effect of the reduction in the deferred tax asset and a decrease in
accounts receivable.

 Cash flows provided by investing activities for the six month period
ended June 30, 2001 was $2,780,000, primarily attributable to the proceeds
from the sale of property, plant and equipment.

Cash flows used in financing activities for the six month period ended
June 30, 2001 was $1,970,000, primarily attributable to repayments of long-
term debt that was partially offset by the proceeds from debt.

All operations of the discontinued apparel companies have been
terminated.   All losses and obligations of these apparel operations have
been provided for, and accordingly, the Company does not anticipate using
any significant portion of its resources towards these discontinued apparel
operations.

In January, 2001, the Company closed on a new $1,000,000 credit facility
with an asset based lender secured by accounts receivable, inventory and
machinery and equipment of the Company.  The agreement shall continue until
January 31, 2003 and from year to year thereafter unless sooner terminated.
Loans will bear interest at the prime rate of the Chase Manhattan Bank plus
1.75% per annum. In March, 2001, the Company completed a sale-leaseback of its
New York operating facility whereby it received proceeds of $3,000,000 and
entered into a net operating lease with an initial term expiring in 2013.  The
proceeds of the loan and the sale-leaseback were used to pay off the
outstanding balance under its existing credit facility (approximately
$2,756,000 at an interest rate of 1.75% above the prime rate of interest) and
the remainder of the proceeds will be used for working capital.

The Company=s existing capital resources, including its bank credit
facilities, and its cash flow from operations are expected to be adequate to
cover the Company=s cash requirements for the foreseeable future.



Inflation has not materially impacted the operations of the Company.



Certain Material Trends

The Company continues to face a very difficult business environment
with continuing pressure on the Company=s prices for its sole source sales.
 The Company continues to pursue many business opportunities, including
programs in which it has long participated but, due to industry-wide
funding and pricing pressures, the Company has encountered delays in the
awards of these contracts.  These contract delays adversely affected
revenue levels for 1999 and 2000.  However, the Company realized an
increase in bookings in 2000 and currently in 2001 and consequently, has
experienced some improvement to revenue levels in 2001.

The Company continues to seek new contracts which require incurring
up-front design, engineering, prototype and preproduction costs.  While the
Company attempts to negotiate contract awards for reimbursement of product
development, there is no assurance that sufficient monies will be set aside
by its 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 which
may not be reimbursable.  Furthermore, once the Company has completed the
design and preproduction stage, there is no assurance that funding will be
provided for future production.

The Company is heavily dependent upon military spending, particularly
the Department of the Navy, as a source of revenues and income.  The U.S.
Navy fleet has been significantly reduced in the past several years thereby
impacting the procurement of equipment.  Any further reductions in the
level of military spending by the United States Government and/or further
reductions to the U.S. fleet could have a negative impact on the Company=s
future revenues and earnings.  In addition, due to major consolidations in
the defense industry, it has become more difficult to avoid dependence on
certain customers for revenue and income.  Behlman=s line of commercial
products gives the Company some diversity and the Orbit Instrument Division
is beginning to introduce certain of its products into commercial and
foreign markets as well as to other Departments of Defense.


Forward Looking Statements



Statements in this Item 2 AManagement=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 Aforward-looking statements@ within the meaning of such term
in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause
the actual financial or operating results of the Company to be materially
different from the historical results or from any future results expressed
or implied by such forward-looking statements. Such forward looking
statements are based on our best estimates of future results, performance
or achievements, based on current conditions and the most recent results of
the Company.  In addition to statements which explicitly describe such
risks and uncertainties, readers are urged to consider statements labeled
with the terms Amay@, Awill@, Apotential@, Aopportunity@, Abelieves@, Abelief@,
Aexpects@, Aintends@, Aestimates@, Aanticipates@ or Aplans@ 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.






PART II- OTHER INFORMATION

Item 1. Legal Proceedings
None

Item 2. Changes in Securities and Use of Proceeds
None

Item 3. Defaults Upon Senior Securities
None

Item 4. Submissions of Matters to Vote of Security Holders

An Annual Meeting of Stockholders of the Company was held on June 29,
2001.  The holders of 2,025,864 shares of Common Stock of the Company were
entitled to vote at the meeting, the holders of 1,929,654 shares of Common
Stock, or approximately 95% of shares entitled to vote at the meeting, were
represented by proxy. The following action took place:

The stockholders voted for the election of each of the following persons
nominated to serve as a Director of the Company until the next annual
meeting and until his successor is elected and qualified:  Dennis
Sunshine by 1,906,465 votes for and 23,189 against, Bruce Reissman by
1,906,465 votes for and 23,189 against, Mitchell Binder by 1,906,465
votes for and 23,189 against, John Molloy by 1,906,465 votes for and
23,189 against, Bernard Karcinell by 1,906,465 votes for and 23,189
against, Denis Feldman by 1,906,465 votes for and 23,189 against and
Mark Manno by 1,906,465 votes for and 23,189 against.
10	The stockholders voted 1,917,400 for and 7,989 against the resolution
relating to the appointment of Goldstein Golub Kessler LLP as the
independent auditors and accountants for the Company for the year
ended December 31, 2001 (4,265 votes abstained).

Item 5. Other Information
None

Item 6. Exhibits and Reports on form 8-K

(a) Exhibits
None

(b) Reports on 8-K
None











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 13, 2001		/s/ Dennis Sunshine
Dennis Sunshine, President, Chief
  						     	Executive officer and
Director



Dated:   	August 13, 2001		/s/ Mitchell Binder
Mitchell Binder, Vice President-
Finance, Chief Financial Officer
and Director