UNITED  STATES
               SECURITIES  AND  EXCHANGE  COMMISSION
                       Washington, DC  20549

                            FORM 10-QSB

  [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                      SECURITIES EXCHANGE  ACT  OF  1934
  For the quarterly period ended          June 30, 2002

                                 OR
  [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
              SECURITIES  EXCHANGE  ACT  OF  1934
  For the transition period from                to

  Commission file number             0-3936


                 Orbit International Corp.

  (Exact name of small business issuer as specified in its charter)
       Delaware                            11-1826363
  (State or other jurisdiction      (I.R.S. Employer Identification
   incorporation or organization)      Number)
       80 Cabot Court, Hauppauge, New York               11788
  (Address of principal executive offices               (Zip Code)
                      (631) 435-8300

       (Issuer's telephone number, including area code)
                                N/A
  (Former name, former address and former fiscal year, if changed
    since last report)

       Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15 (d) of the Exchange Act during the past 12
  months (or for such shorter period that the registrant was required to
  file such reports), and (2) has been subject to such filing requirements
  for the past 90 days.
                                     Yes  X   No ___

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

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

            APPLICABLE ONLY TO CORPORATE ISSUERS:

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

  August 13, 2002                                   2,110,196
  Transitional Small Business Disclosure Format (check one): Yes___ No_X_










  INDEPENDENT ACCOUNTANT'S REPORT




  To Orbit International Corp.


  We have reviewed the accompanying consolidated balance sheet of Orbit
  International Corp. and Subsidiaries as of June 30, 2002, and the related
  consolidated statements of operations for the six-month and three-month
  periods ended June 30, 2002 and 2001 and the statements of cash flows for
  the six-month periods ended June 30, 2002 and 2001.  These financial
  statements are the responsibility of the Company's management.

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

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

  We have previously audited, in accordance with auditing standards
  generally accepted in the United States of America, the consolidated
  balance sheet as of December 31, 2001, and the related consolidated
  statements of operations, stockholders' equity, and cash flows for the
  year then ended (not presented herein); and in our report dated March 8,
  2002, we expressed an unqualified opinion on those consolidated financial
  statements. In our opinion, the information set forth in the accompanying
  condensed consolidated balance sheet as of December 31, 2001, is fairly
  stated, in all material respects, in relation to the consolidated balance
  sheet from which it has been derived.


  GOLDSTEIN GOLUB KESSLER LLP
  New York, New York

  July 31, 2002








                   PART I - FINANCIAL INFORMATION
                              ITEM - I

             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS


                                              June 30,
                 December 31,
                                                 2002
  2001
                                              (unaudited)

  ASSETS

  Current assets:

   Cash and cash equivalents...............     $ 1,818,000    $
  745,000
   Investments in marketable securities....               3,000
   3,000
   Accounts receivable (less allowance for
    doubtful accounts).....................            1,132,000
  2,088,000
   Inventories ............................            7,640,000
  7,213,000
   Other current assets....................             92,000
  80,000
   Deferred tax assets.....................               75,000
  75,000

     Total current assets..................      10,760,000
  10,204,000

  Property, plant and equipment - at cost,
    less accumulated depreciation and
    amortization...........................              208,000
  220,000

  Goodwill.................................              868,000
  868,000

  Other assets............................        853,000
  757,000
  Deferred tax assets.....................               275,000
  275,000


   TOTAL ASSETS............................     $12,964,000
  $12,324,000






                      See accompanying notes.








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


                                                    June
  30,   December 31,
                                                          2002
        2001
                                                      (unaudited)

  LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities:

   Current portion of long-term obligations..       $
  216,000   $  243,000
   Accounts payable..........................
  1,124,000    1,335,000
   Accrued expenses..........................
  855,000      814,000
   Notes payable.............................
  899,000      938,000
   Deferred income...........................
  85,000       85,000
   Customer advances..................... Accounts payable, accrued expenses and
    reserves applicable to discontinued
    operations...............................
  581,000      594,000

  Total current liabilities........
  4,435,000    4,166,000

  Deferred income...........................
  811,000      854,000

  Long-term obligations......................
  197,000      264,000

     Total liabilities.......................
  5,443,000    5,284,000

  STOCKHOLDERS' EQUITY

  Common stock - $.10 par value..............
  312,000      312,000
  Additional paid-in capital.................
  24,165,000   24,165,000
  Accumulated deficit.......................
  (7,106,000)  (7,587,000)

  17,371,000   16,890,000
  Treasury stock, at cost....................
  (9,850,000)  (9,850,000)   Total stockholders'
  equity..............           7,521,000    7,040,000


  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $12,964,000   $12,324,000






                      See accompanying notes.








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


            Six Months Ended    Three Months Ended
                                June 30,                  June 30,
                            2002        2001         2002     2001


  Net sales...........  $ 8,096,000 $ 6,783,000  $ 4,008,000 $ 3,603,000

  Cost of sales.......    4,918,000   4,258,000    2,387,000   2,226,000

  Gross profit........    3,178,000   2,525,000    1,621,000   1,377,000

  Selling, general and
   administrative
   expenses...........    2,728,000   2,597,000    1,423,000   1,289,000
  Interest expense....       39,000     112,000       18,000      20,000
  Investment and
   other income, net..    (  70,000) (  121,000)    ( 34,000)   ( 54,000)
  Income (loss) before
   income tax.........      481,000  (   63,000)     214,000     122,000

  Income tax..........                  400,000         -           -   -


  NET INCOME (LOSS)...  $   481,000   $(463,000)   $ 214,000   $ 122,000

  Net income (loss) per
  common share:

  Net income (loss)
       Basic.............$  .23     $  (.23)      $    .10      $  .06
       Diluted...........$  .21     $  (.23)      $    .09      $  .06







                      See accompanying notes.














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

                                            Six Months
                                            Ended
                                                       June 30,
                           2002        2001

  Cash flows from operating activities:
   Net income (loss)...........................  $  481,000     $ (463,000)
    Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
     Depreciation and amortization.............      36,000       81,000
     Amortization of goodwill..................        -          48,000
     Deferred income...........................     (43,000)       (42,000)
     Deferred tax asset........................               400,000

  Changes in operating assets and liabilities:
   Accounts receivable.........................     956,000      385,000
   Inventories.................................    (427,000)    (447,000)
   Other current assets........................     (12,000)      (4,000)
   Other assets................................     (96,000)    (131,000)
   Accounts payable............................    (211,000)    (221,000)
   Accrued expenses............................      41,000     (130,000)
   Customer advances...........................     518,000      (62,000)
   Accounts payable, accrued expenses and
    and reserves applicable to
    discontinued operations....................     (13,000)     (19,000)

  Net cash provided by (used in)
     operating activities......................   1,230,000     (605,000)

  Cash flows from investing activities:
   Purchases of property, plant and equipment..     (24,000)      (3,000)

   Proceeds from sales of property, plant
     and equipment........ .....................        -      2,783,000


  Net cash provided by (used in)
     investing activities......................     (24,000)   2,780,000



  (continued)














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


    Six Months
    Ended
                                                    June 30,
                                    2002         2001

               Cash flows from financing activities:
 Repayments of debt..........................     (94,000)  (2,897,000)
   Proceeds from debt..........................                1,000,000
 Net repayments of note payable .............     (39,000)   (73,000)
                   Net cash (used in) financing
 activities..................................    (133,000)  (1,970,000)


  NET INCREASE IN CASH AND CASH
 EQUIVALENTS.................................   1,073,000      205,000


Cash and cash equivalents - January 1........     745,000    1,102,000


CASH AND CASH EQUIVALENTS - June 30..........  $1,818,000  $ 1,307,000




  Supplemental cash flow  information:

                              Cash paid for:

       Interest..............................  $  39,000    $  112,000









                      See accompanying notes.










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



  (NOTE 1)
    The results of operations for the six and three months ended June
  30, 2002 are not necessarily indicative of the results of operations for
  the full fiscal year ending December 31, 2002.

    These consolidated statements should be read in conjunction with
  the Company's financial statements for the fiscal year ended December
  31, 2001 contained in the Company's Form 10-KSB.

  (NOTE 2) -leaseback Transaction:

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

  (NOTE 3) -
  based lender that provided a $1,000,000 credit facility, collateralized by
  the Company's accounts receivable, inventory and machinery and equipment,
  at an interest rate of prime plus 1.75%.  In October 2001, the credit
  facility was increased to $1,500,000.  The Company used the proceeds to pay
  off all amounts outstanding under its existing term loans, a portion of the
  amount outstanding under its existing mortgage and the remainder will be
  used for working capital.  Pursuant to the terms of the agreement, the
  Company must comply with, among other matters, certain financial covenants
  which include minimum levels of working capital and tangible net worth, as
  defined.


  (continued)









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

  (NOTE 4) - Income Per Share:

  The following table sets forth the computation of basic and diluted
  income (loss) per common share:
                      Six Months Ended    Three
  Months Ended
                                        June 30,
  June 30,
                           2002       2001       2002
       2001
  Denominator:
   Denominator for basic
    income (loss) per share -
    weighted-average common
    shares                2,109,000  2,026,000
  2,110,000  2,026,000
  Effect of dilutive securities:
   Employee and directors
    stock options               165,000    0
  274,000     14,000

  Denominator for diluted
   income (loss) per share -
   weighted-average common
   shares and assumed
   conversion                   2,274,000  2,026,000
  2,384,000  2,040,000

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

    The numerator for basic and diluted income (loss) per share for the
  six and three month periods ended June 30, 2002 and June 30, 2001 is the
  net income (loss) for each period.


  (NOTE 5) - Cost of Sales:

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




  (continued)










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

  (NOTE 6) - Inventories:

       Inventories are comprised of the following:


                                     June 30,      December 31,
                                       2002            2001

  Raw Materials..............      $ 3,801,000      $ 3,559,000
  Work-in-process............        3,247,000        3,133,000
  Finished goods.............          592,000          521,000
                  TOTAL     $ 7,640,000      $ 7,213,000



  (NOTE 7)  -  Business Segments:

    The Company operates through two business segments.  Its Electronics
  Segment, through the Orbit Instrument Division, is engaged in the design,
  manufacture and sale of customized electronic components and subsystems.
  Its Power Units Segment, through the Behlman Electronics, Inc. subsidiary,
  is engaged in the design, manufacture and sale of distortion free
  commercial power units, power conversion devices and electronic devices
  for measurement and display.

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

    The following is the Company's business segment information for the
  six and three month periods ended June 30, 2002 and 2001.

                  Six Months Ended       Three Months
  Ended
                              June 30,             June 30,

                     2002        2001        2002
  2001


  Net sales:
     Electronics......$ 5,965,000  $3,737,000  $3,045,000
  $1,889,000
     Power Units......

    Domestic......  1,971,000   2,686,000     861,000     1,629,000

    Foreign........   160,000     360,000     102,000        85,000

     Total Power Units. 2,131,000   3,046,000     963,000     1,714,000
     Total      $ 8,096,000  $6,783,000  $4,008,000   $
  3,603,000

   (continued)
             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited)
                            (continued)
  Income (loss) from
                            operations:

    Electronics.....$ 1,468,000  $ 294,000  $   742,000 $
                           208,000
    Power Units.....   (601,000)   (55,000)    (349,000)
                           34,000
                         General corporate
                         expenses not
    allocated    ....   (414,000)  (311,000)    (195,000)
                          (154,000)
 Interest expense...    (39,000)  (112,000)     (18,000)
                          (20,000)
                       Investment and other
   income............    67,000    121,000       34,000
                           54,000
                    Income (loss) before
                         income taxes  (NOTE 8)  -  Goodwill and Other
Intangible   Assets:

  Effective January 1, 2002, Orbit adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible
Assets.  SFAS 142 requires that an intangible asset with a definite 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 concluded, as of March 31, 2002, that there was
no impairment to goodwill and, pursuant to SFAS 142, goodwill is no
                      longer being  amortized.

  The following pro-forma information reconciles net income (loss)
reported for the six and three month periods ended June 30, 2002 and
2001 to adjusted net income (loss) reflecting the adoption of SFAS 142:

      Six Months Ended       Three Months Ended
                              June 30,          June 30,
                   2002        2001       2002        2001
  Reported net income (loss)  $481,000   $(463,000)  $ 214,000   $122,000
                         Addback:  Goodwill
 amortization                   -         48,000    ____-___     24,000

Adjusted net income         $481,000   $(415,000)  $ 214,000   $146,000

                   Basic income (loss) per share:
  Reported net income (loss)  $.23      $ (.23)       $.10       $.06
                          Addback: Goodwill
 amortization              -          .02          -         .01
    Adjusted net income (loss)  $.23    (.21)     $.10      $.07

                  Diluted income (loss) per share:
  Reported net income (loss)  $.21      $ (.23)       $.09       $.06
    Addback: Goodwill
  amortization             -          .02          -         .01
    Adjusted net income (loss) $.21       $ (.21)      $.09     $.07


                            (continued)


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

  Critical Accounting Policies


    The discussion and analysis of the Company's financial condition and
  the results of its operations are based on the Company's financial
  statements and the data used to prepare them.  The Company's financial
  statements have been prepared based on accounting principles generally
  accepted in the United States of America.  On an on-going basis, we re-
  evaluate our judgments and estimates including those related to inventory
  valuation, the valuation allowance on the Company's deferred tax asset and
  goodwill impairment.  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.  The Company believes 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 (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
  the Company's 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 the Company
  makes every effort to insure the accuracy of its 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 its inventory and operating results could be affected,
  accordingly.

  Deferred tax asset

    At December 31, 2001, the Company had an alternative minimum tax
  credit of approximately $564,000 with no limitation on the carry-forward
  period and net operating loss carry-forwards of approximately $27,000,000
  that expire through 2021.  The Company places a valuation allowance to
  reduce its deferred tax asset when it is more likely than not that a
  portion of the amount may not be realized.  The Company estimates its
  valuation allowance based on an estimated forecast of its 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

    The Company has significant intangible assets related to goodwill
  and other acquired intangibles.  In determining the recoverability of
  goodwill and other intangibles, assumptions must be made regarding
  estimated future cash flows and other factors to determine the fair value
  of the assets.  If these estimates or their related assumptions change in
  the future, the Company may be required to record impairment charges for
  those assets not previously recorded.  Effective January 1, 2001, the
  Company adopted Statement of Financial Accounting Standards No. 142,
  "Goodwill and Other Intangible assets".  Under the provisions of SFAS 142,
  the cost of certain intangibles will no longer be subject to amortization
  but was reviewed for potential impairment during the first quarter of 2002
  and then on an annual basis thereafter.  During the first quarter, the
  Company determined that there was no impairment to its goodwill and other
  intangible assets.


  Material Changes in Results of Operations

      Three month period ended June 30, 2002 v. June 30, 2001

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

Consolidated net sales for the three month period ended June 30, 2002
increased by 11.2% to $4,008,000 from $3,603,000 for the three month
period ended June 30, 2001 due to 61% higher sales recorded from its
  Electronics Segment that was partially offset by 44% lower sales
recorded by its Power Units Segment.  The increase in sales from the
Electronics Segment was principally due to an increase in units shipped
as a result of an improved business environment for its military and
ruggedized products.  The decrease in sales from the Power Units Segment
is principally due to a slowdown in its commercial division due to a
   reduction in capital spending as a result of current economic
                            conditions.

Gross profit, as a percentage of sales, for the three months ended June
30, 2002 increased to 40.4% from 38.2% for the three months ended June
30, 2001.  This increase resulted from a higher gross profit realized by
the Electronics Segment due principally to an increase in this Segment's
  sales that was partially offset by a lower gross profit from the
 Company's Power Units Segment due principally to a decrease in the
                  Segment's sales for the quarter.

Selling, general and administrative expenses for the three month period
ended June 30, 2002 increased to $1,423,000 from $1,289,000, or 10.4%,
for the three month period ended June 30, 2001 principally due to higher
  selling costs incurred by the Electronics Segment and to higher
corporate administrative costs.    Selling, general and administrative
expenses, as a percentage of sales, for the three month period ended
June 30, 2002 slightly decreased to 35.5% from 35.8% for the three month
period ended June 30, 2001 principally due to increased sales during the
                          current period.

Interest expense for the three month period ended June 30, 2002 slightly
decreased to $18,000 from $20,000 for the three month period ended June
        30, 2001 principally due to lower interest rates.

Investment and other income for the three month period ended June 30,
2002 decreased to $34,000 from $54,000 for the three month period ended
 June 30, 2001 principally due to a decrease in funds available for
investment during the current period and due to lower interest rates.

For the three months ended June 30, 2002, the Company did not record any
 income tax expense because the taxes on income for the quarter was
offset by the adjustment to the valuation allowance on the deferred
assets resulting from the Company's net operating loss carryforwards.

Net income for the three month period ended June 30, 2002 was $214,000
compared to net income of $122,000 for the three month period ended June
30, 2001 principally due to the increase in sales from the Company's
                        Electronics Segment.



       Six month period ended June 30, 2002 v. June 30, 2001

Consolidated net sales for the six month period ended June 30, 2002
 increased by 19.4% to $8,096,000 from $6,783,000 for the six month
period ended June 30, 2001 due to 59.6% higher sales recorded from its
 Electronics Segment that was partially offset by 30.0% lower sales
recorded by its Power Units Segment. The increase in sales from the
Electronics Segment was principally due to an increase in units shipped
as a result of an improved business environment for its military and
ruggedized products.  The decrease in sales from the Power Units Segment
is principally due to a slowdown in its commercial division due to a
   reduction in capital spending as a result of current economic
                            conditions.

Gross profit, as a percentage of sales, for the six months ended June
30, 2002 increased to 39.3% from 37.2% for the six month period ended
  June 30, 2001. This increase resulted from a higher gross profit
realized by the Electronics Segment due principally to an increase in
this Segment's sales that was partially offset by a lower gross profit
from the Company's Power Unit Segment due principally to a decrease in
                the Segment's sales for the period.

Selling, general and administrative expenses for the six month period
ended June 30, 2002 increased to $2,728,000 from $2,597,000, or 5.0%,
for the six month period ended June 30, 2001 principally due higher
selling costs incurred by both its Electronics and Power Units Segments.
Selling, general and administrative expenses, as a percentage of sales,
for the six month period ended June 30, 2002 decreased to 33.7% from
38.3% for the six month period ended June 30, 2001 principally due to
             increased sales during the current period.

Interest expense for the six month period ended June 30, 2002 decreased
to $39,000 from $112,000 for the six month period ended June 30, 2001
principally due to the pay off of the outstanding balance under the
Company's credit facility in the first quarter of 2001 and to lower
                         interest rates.

Investment and other income for the six month period ended June 30, 2002
decreased to $70,000 from $121,000 for the six month period ended June
30, 2001 principally due to a decrease in funds available for investment
       during the current period and to lower interest rates.

Net income before income tax for the six month period ended June 30,
2002 increased to $481,000 from the $63,000 loss recorded for the six
  month period ended June 30, 2001 principally due to higher sales
          recorded from the Company's Electronics Segment.

    For the six months ended June 30, 2002, the Company did not record
  any income tax expense because the taxes on income for the period was
  offset by the adjustment to the valuation allowance on the deferred
  assets resulting from the Company's net operating loss carryforwards.

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

    As a result of the foregoing, the net income for the six month
  period ended June 30, 2002 was $481,000 compared to a net loss of $463,000
  for the six month period ended June 30, 2001.

  Material Changes in Financial Condition

       Working capital increased to $6,325,000 at June 30, 2002 compared to
  $6,038,000 at December 31, 2001.  The ratio of current assets to current
  liabilities slightly decreased to 2.43 to 1 at June 30, 2002 from 2.45 to
  1 at December 31, 2000.

    Net cash provided by operations for the six month period ended June
  30, 2002 was $1,230,000, primarily attributable to the net income for the
  period, a decrease in accounts receivable and an increase in customer
  advances that was partially offset by the increase in inventories and a
  decrease in accounts payable.  Net cash used in operations for the six
  month period ended June 30, 2001 was $605,000, primarily attributable to
  the net loss for the period, the increase in inventory and other assets
  and the decrease in accounts payable and accrued expenses that was
  partially offset by the non-cash flow effect of the reduction in the
  deferred tax asset and a decrease in accounts receivable.

    Cash flows used in investing activities for the six month period
  ended June 30, 2002 was $24,000, primarily attributable to the purchases
  of property, plant and equipment. Cash flows provided by investing
  activities for the six month period ended June 30, 2001 was $2,780,000,
  primarily attributable to the sale-leaseback of its operating facility.

    Cash flows used in financing activities for the six month period
  ended June 30, 2002 was $133,000, primarily attributable to the repayments
  of long-term debt.  Cash flows used in financing activities for the six
  month period ended June 30, 2001 was $1,970,000, primarily attributable to
  repayments of long-term debt resulting from the sale-leaseback of its
  operating facility that was partially offset by the proceeds from debt.

    In January, 2001, the Company closed on a new $1,000,000 credit
  facility with an asset based lender secured by accounts receivable,
  inventory and machinery and equipment of the Company.  In October 2001,
  the credit facility from the asset-based lender was increased to
  $1,500,000.  The agreement shall continue until January 31, 2003 and from
  year to year thereafter unless sooner terminated.  Loans will bear
  interest at the prime rate of the Chase Manhattan Bank (4.75% at June 30,
  2002) plus 1.75% per annum. In March, 2001, the Company completed a sale-
  leaseback of its New York operating facility whereby it received proceeds
  of $3,000,000 and entered into a net operating lease with an initial term
  expiring in 2013.  The proceeds of the loan and the sale-leaseback were
  used to pay off the outstanding balance under its existing credit facility
  (approximately $2,756,000 at an interest rate of 1.75% above the prime
  rate of interest) and the remainder of the proceeds will be used for
  working capital.

              Less than         1-3              4-5
  After 5
  Obligation   Total     1 Year       Years   Years
    Years

  Long-term debt  $1,312,000      $1,115,000      $197,000       0
            0

  Operating
     leases        4,620,000        410,000      1,193,000
835,000  2,182,000


  Other long-term
      obligations    581,000        581,000     0           0           0

  Total contractual
      obligations $6,513,000     $2,106,000     $1,390,000   835,000 $2,182,000

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

    Inflation has not materially impacted the operations of the Company.

  Certain Material Trends

    The Company's Electronics Segment and the Custom Division of its
  Power Units Segment are heavily dependent on military spending.  The
  events of September 11, 2001 have put a tremendous emphasis on defense and
  homeland security spending and the Company has seen improvement in
  bookings and revenue levels in 2001 and into 2002.  The Company has
  realized a significant increase to the backlog of the Custom Division of
  its Power Unit Segment and shipments of these orders are expected to
  commence during the third quarter of 2002.  However, the Company has
  experienced a slowdown in its commercial division of its Power Units
  Segment due to a reduction in capital spending as a result of current
  economic conditions.


    Despite the increase in military spending, the Company still faces
  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 which require incurring up-
  front design, engineering, prototype and pre-production costs.  While the
  Company attempts to negotiate contract awards for reimbursement of product
  development, there is no assurance that sufficient monies will be set
  aside by its customers, including the United States Government, for such
  effort.  In addition, even if the United States Government agrees to
  reimburse development costs, there is still a significant risk of cost
  overrun which may not be reimbursable.  Furthermore, once the Company has
  completed the design and pre-production stage, there is no assurance that
  funding will be provided for future production.  In such event, even if
  the Company is reimbursed its development costs it will not generate any
  significant profits.

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


  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.





  PART II- OTHER INFORMATION

  ITEM 1. LEGAL PROCEEDINGS
     None

  ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
     None

  ITEM 3. DEFAULTS UPON SENIOR SECURITIES
     None

  ITEM 4. SUBMISSIONS OF MATTERS TO VOTE OF SECURITY HOLDERS

    An Annual Meeting of Stockholders of the Company was held on June
  28, 2002.  The holders of 2,109,196 shares of Common Stock of the Company
  were entitled to vote at the meeting, the holders of 2,036,761 shares of
  Common Stock, or approximately 97% of shares entitled to vote at the
  meeting, were represented by proxy. The following action took place:

       The stockholders voted for the election of each of the following
         persons nominated to serve as a Director of the Company until the
         next annual meeting and until his successor is elected and
         qualified:  Dennis Sunshine by 1,983,725 votes for and 53,036
         against, Bruce Reissman by 1,983,725 votes for and 53,036
         against, Mitchell Binder by 1,983,725 votes for and 53,036
         against, John Molloy by 1,983,725 votes for and 53,036 against,
         Bernard Karcinell by 1,983,725 votes for and 53,036 against,
         Denis Feldman by 1,983,725 votes for and 53,036 against and Mark
         Manno by 1,985,725 votes for and 53,036 against.
       The proposal to adopt the Company's 2002 Employee Stock Incentive
         Plan was postponed to allow for additional time for stockholders
         to vote on the proposal.  As of June 28, 2002, the stockholders
         had voted 947,247 for and 110,088 against the resolution to adopt
         the 2002 Employee Stock Incentive Plan (2,623 votes abstained).
       The stockholders voted 2,027,294 for and 7,157 against the
         resolution relating to the appointment of Goldstein Golub Kessler
         LLP as the independent auditors and accountants for the Company
         for the year ended December 31, 2002 (2,310 votes abstained).

  ITEM 5. OTHER INFORMATION
     None

  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits
     None

    (b) Reports on 8-K
     None












































                             SIGNATURES



       In accordance with the requirements of the Exchange Act,

  the registrant caused this report to be signed on its behalf

  by the undersigned, thereunto duly authorized.


                     ORBIT INTERNATIONAL CORP.
                             Registrant






  Dated:      August 13, 2002      _/s/ Dennis Sunshine_____

                              Dennis Sunshine, President,
                                  Chief Executive Officer and


                                    Director



  Dated:      August 13, 2002      _/s/ Mitchell Binder __
                                  Mitchell Binder, Vice
                                  President-Finance, Chief
                                  Financial Officer
                   and Director

























                     CERTIFICATION PURSUANT TO
  18 U.S.C. SECTION 1350,
  AS ADOPTED PURSUANT TO
  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    I, Dennis Sunshine, Chief Executive Officer of Orbit International
  Corp., certify, pursuant to 18 U.S.C. section 1350, as enacted by section 906
of   the
  Sarbanes-Oxley Act of 2002, that:
    (1)  the Quarterly Report on Form 10-QSB for the quarterly period
  ended June 30, 2002 (the "Periodic Report") which this statement
  accompanies fully complies with the requirements of Section 13(a) or
  15(d) of the Securities Exchange Act of 1934; and
    (2)  information contained in the Periodic Report fairly
  presents, in all material respects, the financial condition and results
  of operations of Orbit International Corp.
  Dated: August 13, 2002
     /s/ Dennis Sunshine
     Dennis Sunshine
     Chief Executive Officer























































                     CERTIFICATION PURSUANT TO
  18 U.S.C. SECTION 1350,
  AS ADOPTED PURSUANT TO
  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


    I, Mitchell Binder, Chief Financial Officer of Orbit International
  Corp., certify, pursuant to 18 U.S.C. section 1350, as enacted by section 906
of   the
  Sarbanes-Oxley Act of 2002, that:
    (1)  the Quarterly Report on Form 10-QSB for the quarterly period
  ended June 30, 2002 (the "Periodic Report") which this statement
  accompanies fully complies with the requirements of Section 13(a) or
  15(d) of the Securities Exchange Act of 1934; and
    (2)  information contained in the Periodic Report fairly
  presents, in all material respects, the financial condition and results
  of operations of Orbit International Corp.
  Dated: August 13, 2002
     /s/ Mitchell Binder
     Mitchell Binder
                   Chief Financial Officer