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

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

               For the Quarterly period ended September 30, 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: 4,694,825 shares of common
stock,  par  value  $.10,  as  of  November  10,  2010.

<PAGE>


<TABLE>
<CAPTION>
                                       INDEX

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

Part I. Financial Information:

   Item 1 - Financial Statements:

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

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

     Condensed Consolidated Statements of Cash Flows
       for the Nine Months Ended September 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 Proceeding                                                   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>

<PAGE>

<TABLE>
<CAPTION>



                                PART I - FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

                          ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS


                                                      September 30,    December 31,
ASSETS                                                   2010             2009
------                                                   ----             ----
                                                      (unaudited)
Current assets:
<S>                                                 <C>               <C>
   Cash and cash equivalents                        $ 2,625,000       $ 2,321,000
   Investments in marketable securities                 413,000         1,019,000
   Accounts receivable (less allowance for
    doubtful accounts of $145,000)                    3,949,000         3,857,000
   Inventories                                       11,309,000        11,624,000
   Costs and estimated earnings in excess
    of billings on uncompleted contracts                513,000         1,079,000
   Deferred tax asset                                   399,000           714,000
   Other current assets                                 283,000           287,000
                                                    -----------       -----------

        Total current assets                         19,491,000        20,901,000

Property and equipment, net                           1,343,000         1,246,000

Goodwill                                              2,483,000         2,483,000

Intangible assets, net                                  133,000           227,000

Deferred tax asset                                    1,788,000         1,403,000

Other assets                                            692,000           661,000
                                                    -----------       -----------
TOTAL ASSETS                                        $25,930,000       $26,921,000
                                                    ===========       ===========



<FN>

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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


                                                      September 30,    December 31,
                                                          2010             2009
                                                         ----              ----
LIABILITIES AND STOCKHOLDERS' EQUITY                  (unaudited)
------------------------------------
Current liabilities:
<S>                                                   <C>            <C>
   Current portion of long-term obligations          $     931,000    $   995,000
   Note payable - bank                                     552,000        988,000
   Accounts payable                                      1,159,000      1,084,000
   Income taxes payable                                          -         57,000
   Accrued expenses                                      1,005,000      1,102,000
   Customer advances                                        66,000         32,000
   Deferred income                                          85,000         85,000
                                                      ------------    ------------

         Total current liabilities                       3,798,000      4,343,000

Deferred income                                            107,000        171,000

Long-term obligations, net of current
 portion                                                 3,258,000      4,034,000
                                                      ------------    -----------

         Total liabilities                               7,163,000      8,548,000
                                                      ------------    -----------

STOCKHOLDERS' EQUITY

Common stock - $.10 par value, 10,000,000 shares
  authorized, 5,054,000 and 4,931,000 shares issued
  at 2010 and 2009, respectively, and 4,685,000 and
  4,563,000 shares outstanding at 2010 and 2009,
  respectively                                             507,000        493,000
Additional paid-in capital                              21,873,000     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            35,000         65,000
Accumulated deficit                                     (2,733,000)    (2,736,000)
                                                      ------------   ------------

        Total stockholders' equity                      18,767,000     18,373,000
                                                      ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $25,930,000    $26,921,000
                                                      ============    ===========

<FN>

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

<PAGE>

<TABLE>
<CAPTION>


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

                                     Nine Months Ended                     Three Months Ended
                                       September 30,                          September 30,
                                   2010             2009                  2010              2009
                                   ----             ----                  ----              ----
<S>                            <C>               <C>                   <C>               <C>
Net sales                      $19,803,000       $19,029,000           $7,299,000        $6,876,000

Cost of sales                   12,594,000        11,471,000            4,484,000         4,151,000
                               -----------       -----------            ---------        ----------

Gross profit                     7,209,000         7,558,000            2,815,000         2,725,000
                               -----------       -----------            ---------        ----------

Selling, general and
 administrative
  expenses                       7,246,000         7,551,000            2,297,000         2,419,000
Interest expense                   172,000           141,000               61,000            53,000
Investment and
 other income, net                (213,000)         (157,000)             (32,000)          (81,000)
                               -----------        -----------          ----------        -----------
Income before
  income tax
  provision(benefit)                 4,000            23,000              489,000           334,000

Provision (benefit)
  for income taxes                   1,000            50,000              (20,000)           14,000
                               -----------        -----------          ----------        ----------

NET INCOME (LOSS)                   $3,000          $(27,000)            $509,000          $320,000
                               ===========        ===========          ==========        ==========

Net income (loss) per
common share:

Basic                                 $.00             $(.01)                $.11              $.07
                                     =====             ======               =====              ====
Diluted                               $.00             $(.01)                $.11              $.07
                                     =====             ======               =====              ====
<FN>






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


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

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

  Net income (loss)                                      $    3,000   $  (27,000)

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

  Share-based compensation expense                          257,000      233,000
  Amortization of intangible assets                          94,000      373,000
  Depreciation and amortization                             206,000      165,000
  Unrealized loss on write down
   of marketable securities                                    -          39,000
  Gain on sale of marketable securities                    (100,000)     (26,000)
  Bond premium amortization                                    -           6,000
  Deferred income                                           (64,000)     (64,000)
  Bad debt expense                                             -          10,000

Changes in operating assets and liabilities:

  Accounts receivable, net                                  (92,000)   1,429,000
  Inventories                                               315,000      (49,000)
  Costs and estimated earnings in excess of
   billings on uncompleted contracts                        566,000     (435,000)
  Other current assets                                        4,000      (71,000)
  Other assets                                              (31,000)      (8,000)
  Accounts payable                                           75,000     (181,000)
  Accrued expenses                                          (97,000)      49,000
  Income taxes payable                                      (57,000)      (1,000)
  Customer advances                                          34,000      (10,000)
                                                        -----------   -----------

Net cash provided by
  operating activities                                    1,113,000    1,432,000

Cash flows from investing activities:

  Purchases of property and equipment                      (303,000)    (734,000)
  Proceeds from sale of property and equipment                 -           9,000
  Proceeds from sale of marketable securities               659,000      388,000
                                                         -----------  -----------

Net cash provided by (used in) investing
  activities                                                356,000     (337,000)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                               Nine Months Ended
                                                                 September 30,
<S>                                                          <C>             <C>
                                                                2010          2009
                                                             --------        ------
Cash flows from financing activities:

  Purchase of treasury stock                                  (2,000)     (369,000)
  Proceeds from issuance of long-term debt
   and note payable-bank                                   1,809,000     1,184,000
  Stock option exercises                                     113,000        75,000
  Repayments of long-term debt
   and note payable-bank                                  (3,085,000)   (1,734,000)
                                                          -----------   -----------

Net cash used in financing activities                     (1,165,000)     (844,000)
                                                          -----------   -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                    304,000       251,000
                                                          ----------    -----------

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

CASH AND CASH EQUIVALENTS - September 30                  $2,625,000    $2,331,000
                                                          ==========   ===========

Supplemental cash flow information:

Cash paid for interest                                    $  177,000    $  142,000
                                                          ==========    ==========

Cash paid for income taxes                                $   66,000    $   47,000
                                                          ==========    ==========



<FN>




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

</TABLE>

<PAGE>

                   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 nine and three months ended September 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.






<PAGE>
                    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  September  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 $257,000 and
$88,000  for  the  nine and three months ended September 30, 2010, respectively,
and  was  $233,000  and  $76,000, 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:

                                              Nine  Months  Ended
                                                 September  30,
                                           2010                 2009
                                           ----                 ----
Expected  Volatility                        -                  61.86%
Risk-free  interest  rate                   -                   1.88%
Expected  life  of  options  (in  years)    -                   4.5
Dividend  Yield            -                -                    -


<PAGE>

                   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  nine  months  ended  September  30,  2010  and  2009,
respectively. As of September 30, 2010, the Company had unearned compensation of
$839,000  associated  with  all  of the Company's restricted stock awards, which
will  be  expensed  over  the  next  four  years.

     Stock  option  activity  during  the  nine months ended September 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                  (81,000)         1.37                 -
                           --------        -----               ----

Options  outstanding,
 September  30,  2010      361,000         $3.83                 3
                           =======         =====                 =

Outstanding  exercisable
 at  September  30,  2010  304,000         $4.18                 3
                           =======         =====                 =

     At  September 30, 2010 the aggregate intrinsic value of options outstanding
and  exercisable was $231,000 and $151,000, respectively. At the comparable 2009
period, the aggregate intrinsic value of options outstanding and exercisable was
$405,000  and  $311,000,  respectively.

<PAGE>

                    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  nine  months  ended  September  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  September  30,  2010    57,000                $1.02
                             ======                =====

     At  September  30,  2010,  there  was  approximately  $10,000  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 $4,189,000 at
September  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
$552,000  at  September  30,  2010.

     The  Company  was  in  compliance with all of its financial covenants as of
June 30, 2010 and September 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.

<PAGE>

                   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:

                                        Nine Months Ended     Three Months Ended
                                           September 30,        September 30,
                                       2010         2009     2010          2009
                                       ----         ----     ----          ----
Denominator:
 Denominator  for  basic  net
 income  (loss)  per  share  -
 weighted-average  common  shares   4,417,000   4,343,000  4,444,000   4,346,000

Effect  of  dilutive  securities:
 Employee  and  directors
 stock  options                        59,000       -         46,000      70,000

 Unearned  portion  of
 restricted stock  awards              23,000       -         24,000      29,000
                                       ------    ------    ---------   ---------
 Denominator  for  diluted  net
 income  (loss)  per  share  -
 weighted-average  common
 shares  and  assumed
 conversion                         4,499,000   4,343,000  4,514,000   4,445,000
                                    =========   =========  =========   =========

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

     Options  to purchase 229,000 shares of common stock were outstanding during
the  nine  and  three  months  ended  September 30, 2010 and options to purchase
255,000  shares  of  common stock were outstanding during the three months ended
September 30, 2009, but were not included in the computation of diluted earnings
per  share.  The inclusion of these options would have been anti-dilutive as the
options'  exercise  prices  were  greater  than  the average market price of the
Company's  common  shares  during  the  relevant  period.

During  the nine months ended September 30, 2009, the Company had a net loss and
therefore did not include 98,000 incremental common shares, respectively, in its
calculation  of  diluted  net  loss  per common share since an inclusion of such
securities  would  be  anti-dilutive.

<PAGE>

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

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

     Approximately  225,000  shares  of common stock were outstanding during the
nine and three months ended September 30, 2010, and approximately 252,000 shares
of  common  stock  were  outstanding  during  the  nine  and three months ending
September  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) - Inventories and Cost of Sales:
-------    -----------------------------

     Inventories are comprised of the following:

                           September 30,     December 31,
                               2010             2009
                               ----             ----

Raw Materials              $ 7,351,000     $ 7,569,000
Work-in-process              3,280,000       3,328,000
Finished goods                 678,000         727,000
                           -----------     -----------
     TOTAL                 $11,309,000     $11,624,000
                           ===========     ===========

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

(NOTE 5) - Marketable Securities:
-------    ---------------------

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

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

Corporate Bonds         $  357,000     $  412,000      $   55,000
U.S. Government
  Agency Bonds               1,000          1,000             -
                        ----------     ----------      ----------
Total                   $  358,000     $  413,000      $   55,000
                        ==========     ==========      ==========


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
nine months ended September 30, 2010. During the nine months ended September 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.

<PAGE>

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

(NOTE 6) - 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 September 30, 2010 and December 31,
2009,  of  assets and liabilities measured at fair value on a recurring basis by
level  within  the  hierarchy.

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

Corporate  Bonds        $   412,000     $   412,000     $   -         $   -
U.S.  Government
  Agency  Bonds               1,000           1,000         -             -
                        -----------     -----------     ------        -------

Total  Assets              $413,000     $   413,000     $   -         $   -
                           ========     ===========     =======       =======




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     $   -        $   -
                         ==========     ============     ======       =======

<PAGE>


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


(NOTE  6)  -  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 7) - Comprehensive Income (loss):
-------    ---------------------------

     For the nine and three months ended September 30, 2010, total comprehensive
income  (loss),  net  of  tax, was $(27,000) and $515,000, respectively. For the
comparable  periods  during  2009,  total  comprehensive income, net of tax, was
$145,000 and $383,000, respectively. Comprehensive income (loss) consists of the
net  income (loss) and unrealized gains and losses on marketable securities, net
of  tax.

(NOTE 8) - Business Segments:
--------   -----------------

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

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

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

<PAGE>

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


(NOTE 8) - Business Segments   (continued):
--------   -------------------------------

<TABLE>
<CAPTION>
                                                    Nine Months Ended                  Three Months Ended
                                                     September 30,                       September 30,
                                                 2010              2009              2010                2009
                                                 ----              ----              ----                ----
<S>                                                  <C>               <C>           <C>                <C>
Net sales:
  Electronics
   Domestic                                  $11,806,000       $10,165,000         $4,701,000          $3,637,000
   Foreign                                     1,136,000         1,547,000            185,000             778,000
                                            ------------       -----------        -----------       -------------
      Total Electronics                       12,942,000        11,712,000          4,886,000           4,415,000
   Power Units
     Domestic                                  6,159,000         6,453,000          2,106,000           2,099,000
     Foreign                                     868,000           934,000            344,000             426,000
                                            ------------       -----------        -----------       -------------
           Total Power Units                   7,027,000         7,387,000          2,450,000           2,525,000

   Intersegment sales                           (166,000)          (70,000)           (37,000)            (64,000)
                                            ------------       -----------        ------------         -----------
                                Total        $19,803,000       $19,029,000         $7,299,000          $6,876,000
                                            ============       ===========        ===========          ==========

Income (loss) from operations:

   Electronics                               $   160,000       $   156,000         $  448,000          $  255,000
   Power Units                                   708,000           945,000            340,000             398,000
   Intersegment profit                            42,000           (37,000)           (10,000)            (20,000)
   General corporate
    expenses not allocated                      (947,000)       (1,057,000)          (260,000)           (327,000)
 Interest expense                               (172,000)         (141,000)           (61,000)            (53,000)
 Investment and other income                     213,000           157,000             32,000              81,000
                                             ------------      -----------        -----------          -----------

Income (loss) before
  income taxes                               $     4,000       $    23,000         $  489,000          $  334,000
                                             ============      ============        ===========         ==========


</TABLE>


(NOTE 9) - 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.

<PAGE>




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

 (NOTE 9) - Goodwill and Other Intangible Assets (continued):
---------   -------------------------------------------------

     At September 30, 2010, the Company's goodwill and intangible assets consist
of the following:
<TABLE>
<CAPTION>
                        Estimated   Gross                          Net
                        Useful      Carrying      Accumulated      Accumulated      Carrying
                        Life        Value         Amortization     Impairment       Value
                        ----        -----         ------------     ----------       -----
<S>                               <C>                  <C>         <C>             <C>
Goodwill                           $9,798,000           -          $(7,315,000)    $2,483,000
                                   ==========     =============    ============    ===========
Intangible Assets:

Contract relationships 15 Years     2,000,000     $   (273,000)     (1,595,000)       132,000
Contract backlog       1-5 Years    1,750,000       (1,750,000)          -               -
Non-compete
agreements              3 Years       415,000         (383,000)        (31,000)         1,000
                                  -----------      ------------   -------------   ------------

                                   $4,165,000      $(2,406,000)   $ (1,626,000)      $133,000
                                   ==========     =============   =============    ===========
</TABLE>

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

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

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

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

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

     Year ending December 31,

     2010(remainder)     $4,000
     2011                11,000
     2012                11,000
     2013                11,000
     2014                11,000

The  Company  recognized amortization expense of $94,000 and $4,000 for the nine
and  three  months  ended September 30, 2010, respectively. The Company recorded
amortization  expense  of  the  $373,000  and  $125,000,  respectively,  in  the
comparable  2009  periods.

<PAGE>


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

(NOTE  10)  -  Income  Taxes:
----------     --------------

     The  Company  recorded  $1,000  and  $(20,000)  of state income and federal
minimum  tax expense (benefit) for the nine and three months ended September 30,
2010,  respectively.  For  the  comparable  2009  periods,  the Company recorded
$50,000  and  $14,000  of  state  income  and  federal  minimum  tax  expense,
respectively.  The  Company  did  not  record  a tax expense relating to its net
income  for  the nine months ended September 30, 2010 and 2009 due to a decrease
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  September  30,  2010.

(NOTE  11)  -  Equity:
----------     -------

     In  August  2008,  the  Company's  Board  of  Directors  authorized a stock
repurchase  program  allowing  the Company to purchase up to $3.0 million of its
outstanding  shares  of  common  stock  in  open  market or privately negotiated
transactions  in  compliance  with applicable laws and regulations including the
SEC's  Rules  10b5-1  and 10b-18. The timing and amount of repurchases under the
program will depend on market conditions and publicly available information and,
therefore,  repurchase  activity  may  be suspended or discontinued at any time.
During  the  nine month period ended September 30, 2010, the Company repurchased
approximately  700  shares  of  its common stock at an average purchase price of
$3.44  per  share.  Total  cash  consideration  for  the  repurchased  stock was
approximately  $2,400.  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.
<PAGE>

Item  2.
                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

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

We  recorded an increase in revenue and profitability for the three months ended
September  30, 2010 as compared to the same quarter in 2009.  Our sales increase
was  due primarily from increased sales from our Electronics Group. However, our
gross margin for the quarter slightly decreased due to a lower gross profit from
our  Power Group due to a slight decrease in sales and product mix. In addition,
due  to  the  increase  in  sales  from the Electronics Group and lower selling,
general  and  administrative  expenses  and  despite  lower sales from our Power
Group,  a  slight  decrease in gross margin and an increase in interest expense,
the Company recorded net income of $509,000 for the three months ended September
30, 2010 compared to net income of $320,000 for the three months ended September
30,  2009.

     For the nine months ended September 30, 2010, we recorded a slight increase
in  sales  due  to higher sales from our Electronics Group and recorded a slight
profit  of  $3,000  for  the  nine months ended September 30, 2010 compared to a
small  loss  of  $27,000  in the same period in 2009.  Our gross margins for the
nine  month  period  ended  September 30, 2010 decreased from the same period in
2009 and was adversely affected by higher than expected labor and material costs
on  our  MK 119 contract that was completed by June 30, 2010.  Net income before
taxes  was  $4,000  for  the  nine  months  ended September 30, 2010 compared to
$23,000 for the same period in 2009.  The slight decrease was principally due to
slightly  lower  sales from the Power Group, 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.

Our  backlog  at  September  30,  2010 was approximately $20,100,000 compared to
$18,900,000  at  September  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,  while  we  are  reasonably  confident that we will receive a number of the
orders  we  are  pursuing,  timing is always an uncertainty and, there can be no
assurance  that  we  will  receive  any  particular  order  or  orders.

     Despite  weak  but  improving  operating  results  in  2010,  our financial
condition remains strong as evidenced by our 5.1 to 1 current ratio at September
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 us general working capital needs.  The new credit facilities are
secured  by  a first priority lien and security interest in substantially all of
our  assets.  As  a  result  of  our first quarter loss 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 and
September  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 March 31, 2010, we repurchased approximately
369,000  shares at an average price of $2.48 per share.  Total consideration for
the  repurchased  stock  was approximately $915,000.  In May 2010, in connection
with  an  amendment  to  our Credit Agreement, we suspended our stock repurchase
program.

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  our deferred tax asset when it is more likely than not that a portion of
the amount may not be realized.  We estimate our valuation allowance based on an
estimated  forecast  of  our  future  profitability.  Any significant changes in
future  profitability  resulting  from variations in future revenues or expenses
could  affect  the  valuation  allowance on its deferred tax asset and operating
results  could  be  affected,  accordingly.

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

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

  Our  analysis  employed  the  use  of  both  a  market  and  income  approach.
Significant  assumptions used in the income approach include growth and discount
rates,  margins  and  our  weighted  average cost of capital. We used historical
performance  and management estimates of future performance to determine margins
and  growth  rates.  Discount rates selected for each reporting unit varied. Our
weighted  average cost of capital included a review and assessment of market and
capital  structure  assumptions.  The  balance  of  our goodwill for each of our
operating  units  as  of  December  31,  2009  is  as follows: TDL $820,000, ICS
$795,000  and  Behlman  $868,000.  After  the  impairment  charges  taken on the
goodwill  and  intangible  assets  of  ICS  at  December  31, 2009, of the three
reporting  units with goodwill, TDL, ICS and Behlman 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 $257,000 and $233,000 for
the  nine  month  periods  ended  September 30, 2010 and 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 nine months ended
September  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  September  30,  2010  v.  September  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 September 30, 2010
increased by 6.2% to $7,299,000 from $6,876,000 for the three month period ended
September  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 10.7%, due principally to increased sales from our Orbit Instrument
Division  and  TDL  subsidiary  and despite lower sales from our ICS subsidiary.
Sales at ICS decreased during the current period due to the award of less MK 119
cabinets  than  the  prior year. Revenue on this contract is accounted for under
the  percentage  of  completion  method. Sales from our Power Group decreased by
3.0%  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
September  30,  2010  decreased  to  38.6% from 39.6% for the three month period
ended September 30, 2009.  This decrease resulted from a lower gross profit from
our  Company's  Power Group, principally due to slightly lower sales and product
mix  and despite a slightly higher gross profit from our Electronics Group.  The
higher  gross  profit from our Electronics Group was principally due to a higher
gross profit at our Orbit Instrument Division due to increased sales and despite
a lower gross profit at TDL due to product mix and at ICS due to lower sales and
higher  projected  costs  to  meet  its new MK 119 order, which is accounted for
under  the  percentage  of  completion  method.

     Selling,  general  and  administrative  expenses  decreased  by  5.0%  to
$2,297,000  for  the three month period ended September 30, 2010 from $2,419,000
for  the three month period ended September 30, 2009 principally due to slightly
lower selling, general and administrative expenses from both our Electronics and
Power  Groups  and  lower  corporate  costs. Selling, general and administrative
expenses,  as  a percentage of sales, for the three month period ended September
30,  2010  decreased  to  31.5%  from  35.2%  for  the  three month period ended
September  30,  2009  principally  due to both an increase in sales as well as a
decrease  in  expenses.

     Interest expense for the three months ended September 30, 2010 increased to
$61,000  from  $53,000  for  the three months ended September 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 September 30,
2010  decreased  to  $32,000  from  $81,000  for  the  three  month period ended
September 30, 2009 principally due a decrease in the amounts invested during the
period.

     Net  income  before taxes was $489,000 for the three months ended September
30, 2010 compared to 334,000 for the three months ended September 30, 2009.  The
increase in net income before taxes was principally due to the increase in sales
from the Electronics Group and a decrease in selling, general and administrative
expenses,  notwithstanding  a  decrease  in sales from the Power Group, a slight
decrease  in  gross  margins,  an increase in interest expense and a decrease in
investment  and  other  income.

We had an income tax benefit of $20,000 for the three months ended September 30,
2010  principally  due  to the reversal of certain state income taxes previously
accrued.  Income  taxes for the three months ended September 30, 2009 consist of
$14,000  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 September
30,  2010 was $509,000 compared to $320,000 for the three months ended September
30,  2009.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for  the  three  months  ended  September  30,  2010  increased to $625,000 from
$565,000  for  the  three  months ended September 30, 2009.  Listed below is the
EBITDA  reconciliation  to  net  income:

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

Net  income                       $  509,000              $  320,000
Interest  expense                     61,000                  53,000
Income  tax  (benefit)  expense      (20,000)                 14,000
Depreciation  and  amortization       75,000                 178,000
                                     ------                  -------
EBITDA                            $  625,000              $  565,000
                                  ==========              ==========

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

Nine  month  period  ended  September  30,  2010  v.  September  30,  2009
--------------------------------------------------------------------------

     Consolidated  net  sales for the nine month period ended September 30, 2010
increased  by  4.1%  to  $19,803,000  from $19,029,000 for the nine month period
ended  September  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  10.5%, due principally to increased sales from our ICS and
TDL  subsidiaries  and  despite  slightly  lower sales from our Orbit Instrument
Division.  Sales  from our Power Group decreased by 4.9% 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 nine months ended September
30, 2010 decreased to 36.4% from 39.7% for the nine month period ended September
30,  2009.  This  decrease  resulted  from  a  lower  gross profit from both our
Company's  Electronics  and  Power Group.  The decrease in gross profit from the
Electronics  Group  was  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 decreased due principally to product mix and despite a
slight  increase in sales.  Gross profit from the Power Group slightly decreased
from  the  prior  year  due  to  the  decrease  in  sales  and  to  product mix.

     Selling,  general  and  administrative  expenses  decreased  by  4.0%  to
$7,246,000  for  the  nine month period ended September 30, 2010 from $7,551,000
for  the  nine  month  period  ended September 30, 2009 principally due to lower
selling, general and administrative expenses from both our Electronics and Power
Groups  and  to  lower  corporate  costs.  Selling,  general  and administrative
expenses,  as  a  percentage of sales, for the nine month period ended September
30, 2010 decreased to 36.6% from 39.7% for the nine month period ended September
30,  2009  principally due to both an increase in sales as well as a decrease in
expenses.

     Interest  expense for the nine months ended September 30, 2010 increased to
$172,000  from  $141,000  for the nine months ended September 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 nine month period ended September 30,
2010  increased  to  $213,000  from  $157,000  for  the  nine month period ended
September 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  income before taxes was $4,000 for the nine months ended September 30,
2010  compared  to  $23,000  for  the nine months ended September 30, 2009.  The
slight  decrease  was  principally  due  to  slightly lower sales from the Power
Group,  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 nine months ended September 30, 2010 was $1,000 consisting
of  state income and Federal minimum taxes that cannot be offset by any state or
Federal  net  operating  loss  carry-forwards that was offset by the reversal of
certain state income taxes previously accrued.  Income taxes for the nine months
ended  September  30,  2009  was  $50,000 consisting of 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 nine months ended September 30,
2010  was  $3,000  compared  to  a net loss of $27,000 for the nine months ended
September  30,  2009.

     Earnings  (loss)  before  interest, taxes and depreciation and amortization
(EBITDA) for the nine months ended September 30, 2010 decreased to $476,000 from
$702,000  for  the  nine  months  ended September 30, 2009.  Listed below is the
EBITDA  reconciliation  to  net  income:


                                         Nine  months  ended
                                           September  30,
                                           --------------
                                    2010                    2009
                                    ----                    ----

Net  income  (loss)              $  3,000              $  (27,000)
Interest  expense                 172,000                 141,000
Income  tax  expense                1,000                  50,000
Depreciation  and  amortization   300,000                 538,000
                                  -------                 -------
EBITDA                         $  476,000              $  702,000
                               ==========              ==========



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

     Working  capital decreased to $15,693,000 at September 30, 2010 compared to
$16,558,000  at  December  31,  2009.  The  ratio  of  current assets to current
liabilities  was 5.1 to 1 at September 30, 2010 compared to 4.8 to 1 at December
31,  2009.  The  reduction  in working capital was primarily attributable to the
repayments  of  debt  and  an  increase  in  the  long  term deferred tax asset.

Net  cash  provided  by  operating  activities  for  the nine month period ended
September  30,  2010  was  $1,113,000,  primarily  attributable  to  non-cash
depreciation and stock compensation expense, the decrease in inventory and costs
and  estimated  earnings  in  excess  of  billings  on uncompleted contracts and
despite  the  non-cash  gain  from  the  sale of marketable securities. Net cash
provided  by  operations  for the nine month period ended September 30, 2009 was
$1,432,000,  primarily  attributable  to the decrease in accounts receivable and
the  non-cash  amortization  of  intangible  assets,  depreciation  and  stock
compensation expense and despite the increase in costs and estimated earnings in
excess  of  billings  on  uncompleted  contracts  and  the  decrease in accounts
payable.

Cash  flows  provided  by  investing  activities for the nine month period ended
September  30,  2010  was  $356,000,  primarily  attributable  to  the  sale  of
marketable securities that was partially offset by the purchase of fixed assets.
Cash  flows  used  in  investing  activities  for  the  nine  month period ended
September 30, 2009 was $337,000, primarily attributable to the purchase of fixed
assets  that  was  partially  offset  by  the  sale  of  marketable  securities.

     Cash  flows  used  in  financing activities for the nine month period ended
September  30,  2010  was $1,165,000, 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 nine month period ended September 30,
2009 was $844,000, primarily attributable to the repayment of long term debt and
the  purchase  of treasury stock that was partially offset by loan proceeds from
the  line  of  credit.

     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  (0.26%  at September 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 September 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 lower profitability related to customer shipping delays in
the  first and second quarter of 2008, we were not in compliance with two of our
financial covenants at September 30, 2008.  In November 2008, our primary lender
waived the covenant default of two of our financial ratios at September 30, 2008
and  we  renegotiated  the financial covenant ratios for the quarterly reporting
periods  December  31,  2008  and  March 31, 2009.  Beginning June 30, 2009, the
covenants  were to revert back to their original ratios with a modification to a
certain  financial  ratio  covenant definition.  The lender instituted an unused
line  fee of .25% per annum, as a cost to us for the waiver and amendment to the
loan  agreements.  In  connection  therewith,  the interest rate on the TDL Term
Loan and TDL Refinanced Shareholder Loan, increased to the sum of 2.50% plus the
one  month  LIBOR  and the interest rate on the ICS Term Loan and line of credit
was  increased  to  the  sum  of  2.25%  plus  the  one month LIBOR.  We were in
compliance  with  all  financial  covenants  at  March  31,  2009.

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

     As  a  result  of  the  customer  contract delay for the MK 119 and capital
expenditures  made for our new TDL operating facility, we were not in compliance
with  two  of  our financial covenant ratios at September 30, 2009.  In November
2009,  our  primary lender agreed to waive the covenant defaults as of September
30,  2009  and  to  amend  the  requirement  for  two of the financial ratios at
December  31,  2009  and for one of the financial ratios at March 31, 2010.  Our
lender,  in  consideration  of such waiver, assessed a waiver fee of $15,000 and
increased  the  interest rate on all term debt, including the TDL Term Loan, TDL
Refinanced Shareholder Loan and ICS Term Loan, and the Line of Credit to the sum
of 4.00% plus the one month LIBOR.  In addition, we agreed to reduce our Line of
Credit from $2,000,000 to $1,500,000 at December 31, 2009. We were in compliance
with  all  financial  covenants  at  December  31,  2009.

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

At  June  30,  2010  and  September  30,  2010,  we  were in compliance with our
financial  covenants.

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  first  quarter  of  2010,  our  revenue  and profitability was
adversely  affected by approximately $2.8 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.  Shipments  on  the  orders  for  our  Orbit  Instrument  Division,
approximating  $800,000,  will  commence in the fourth quarter and continue into
2011.  Shipment  for  the  $2,000,000  in  orders  for  our  TDL  subsidiary was
initially  postponed  until  2011;  however,  in  November  2010,  TDL  received
notification  that  its  prime contractor was terminated by the U.S. Government.
TDL  does  not  have  any  significant  termination  claim  on  this  contract.

During  the  third  quarter  of  2010 and during the current fourth quarter, our
Orbit Instrument Division has received several new follow-on contract awards for
its  legacy  hardware.  Based  on  these  awards  and  expected  contracts to be
received  in  the  fourth  quarter,  we expect our Orbit Instrument Division, in
2010,  to  record its highest level of bookings in many years.  In addition, the
Division  was  recently  notified  by  its prime contractor on a program that it
provides  one  of  its  products  related to Federal Aviation Administration air
traffic  control  towers  that  it is seeking to procure a significant amount of
units  which  could  approximate $4,400,000.  Delivery schedules for these units
have  not  yet been determined.  However, due to its increasing backlog and this
latest  opportunity,  our  Orbit Instrument Division appears well positioned for
increased  revenue  and  profitability  in  2011.

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 did experience a similar delay
in  the  award  of  the MK 119 Gun Console System to ICS in 2010; deliveries are
expected  by  June  2011.  Shipment  delays  related to contracting, funding and
engineering  issues  are  commonplace  in our industry and could, in the future,
have  an  adverse  effect  on  our  financial  performance.

During  the  fourth quarter of 2009, in addition to the significant delay in the
receipt of the MK 119 order, we were notified by our customer that a replacement
was  under  consideration  for a portion of future MK 119 requirements for which
ICS  was being considered but not guaranteed of future awards.  Consequently, we
believe  that  cash  flows  for  ICS  in the immediate future, particularly with
respect  to  MK  119  orders,  could  potentially  decrease.
After  completing  the  impairment  testing  of  goodwill  and intangible assets
pursuant to ASC 350 and ASC 360, we concluded an impairment charge of $1,622,000
and  $426,000  should be taken in connection with the recorded intangible assets
and  goodwill  arising  from  the  acquisition of ICS in 2007.  However, ICS, in
addition  to  its  bid  on  two  of the replacement programs, is currently being
considered as a subcontractor for one of the prime contractors currently bidding
for  the Littoral Combat Ship which is a significant program being considered by
the  U.S.  Navy.  In  the  event  that  the  MK  119 awards or other 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. Notwithstanding
the  foregoing,  this  improvement  did not carry over into the first quarter of
2010  although  bookings  did  improve in the second and third quarters of 2010.
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,  we  completed the acquisition of TDL and its operations became
part  of  our Electronics Group.  In December 2007, we completed the acquisition
of  ICS  which also became part of our Electronics Group.  Our Electronics Group
and  the  COTS  Division  of  our  Power Group are heavily dependent on military
spending.  The  events  of September 11, 2001, have put a tremendous emphasis on
defense  and homeland security spending and we have benefited from an increasing
defense  budget.   Although  our  Electronics Group and our COTS Division of our
Power  Group  are  pursuing  several  opportunities for reorders, as well as new
contract  awards,  we  have normally found it difficult to predict the timing of
such  awards.  In addition, we have an unprecedented amount of new opportunities
that  are  in  the  prototype  or  pre-production  stage.  These  opportunities
generally  move  to a production stage at a later date but the timing of such is
also  uncertain.

     There  is  no  seasonality  to  our  business.  Our  revenues are generally
determined  by  the  shipping schedules outlined in the purchase orders received
from  its  customers.  We  stratify  all  the  opportunities  we are pursuing by
various  confidence  levels.  We generally realize a very high success rate with
those  opportunities  to  which  we apply a high confidence level.  We currently
have  a significant amount of potential contract awards to which we have applied
a high confidence level.  However, because it is difficult to predict the timing
of awards for most of the opportunities we are pursuing, it is also difficult to
predict  when  we  will commence shipping under these contracts.  A delay in the
receipt  of  any  contract  from  our customer ultimately causes a corresponding
delay  in  shipments  under  that  contract.  During  2007  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
stockholders  value.  Our  investment  banker's  activities  have been primarily
focused  on a potential sale of our Company. However, there is no assurance that
a  sale  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  September  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

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
          None

ITEM  4.  (REMOVED  AND  RESERVED)


ITEM  5.  OTHER  INFORMATION
          None

ITEM  6.  EXHIBITS

     (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.








<PAGE>





                                   SIGNATURES
                                   ----------

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


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


Dated:     November 15, 2010          /s/ Dennis Sunshine
                                      -------------------
                                      Dennis Sunshine, President,
                                      Chief Executive Officer and
                                      Director



Dated:     November 15, 2010          /s/Mitchell Binder
                                      ------------------
                                      Mitchell Binder, Executive
                                      Vice President, Chief
                                      Financial Officer
                                      and Director