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, 2008

                                       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 is a large accelerated filer, an
accelerated  filer,  a  non-accelerated  filer,  or a smaller reporting company.
    _ Large  accelerated  filer    _  Accelerated  Filer
    _ Non-accelerated  filer       X Smaller  reporting  company
                                   -


Indicate  by  check mark whether the registrant is a shell company(as defined in
Rule  12b-2  of  the  Exchange  Act):  Yes___  No  X
                                                  --

The  number  of shares outstanding of registrant's Common Stock, par value $.10,
as  of  November  11,  2008  was  4,684,034.
                                  ---------


<TABLE>
<CAPTION>


                                               INDEX


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

Part I.   Financial Information:

          Item 1 - Financial Statements:

          Condensed Consolidated Balance Sheet -
          September 30, 2008(unaudited) and December 31, 2007                                    3-4

          Condensed Consolidated Statement of Operations
          for the Three and Nine Months Ended
          September 30, 2008 and 2007 (unaudited)                                                  5

          Condensed Consolidated Statement of Cash Flows
          for the Nine Months Ended September 30, 2008 and 2007
          (unaudited)                                                                              6

          Notes to Condensed Consolidated Financial Statements (unaudited)                      7-16

          Item 2 - Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                                  17-28

          Item 3. - Quantitative and Qualitative Disclosures
          About Market Risk                                                                       29

          Item 4T. - Controls and Procedures                                                      29

Part II.  Other Information:

          Item 2 - Changes in Securities and Use of Proceeds                                      30

          Item 6 - Exhibits                                                                       30

          Signatures                                                                              31

          Exhibits                                                                             32-37
</TABLE>




<PAGE>

<TABLE>
<CAPTION>


                                PART I - FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

                          ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED BALANCE SHEET



                             <S>                                       <C>          <C>          <C>
                                                               September 30,   December 31,
                                                                   2008           2007
                                                                ----------      --------
                                                               (unaudited)
ASSETS
-------
Current assets:

  Cash and cash equivalents                                    $ 1,551,000    $ 3,576,000
  Investments in marketable securities                           2,871,000      3,997,000
  Accounts receivable (less allowance for
   doubtful accounts of $145,000)                                5,415,000      4,561,000
  Inventories                                                   11,690,000     10,453,000
  Costs and estimated earnings in excess
   of billings on uncompleted contracts                          1,260,000        136,000
  Deferred tax asset                                               800,000      1,025,000
  Other current assets                                             125,000        331,000
                                                                -----------    -----------

  Total current assets                                          23,712,000     24,079,000

Property and equipment, net                                        660,000        691,000

Goodwill                                                         9,773,000      9,634,000

Intangible assets, net                                           2,495,000      2,969,000

Deferred tax asset                                               2,115,000      1,678,000

Other assets                                                       634,000        634,000
                                                                ----------    -----------


  TOTAL ASSETS                                                 $39,389,000    $39,685,000
                                                               ===========    ===========




<FN>


                                         See accompanying notes.
</TABLE>


<TABLE>
<CAPTION>


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

                                            <S>                                                  <C>           <C>          <C>  <C>
                                                         September 30,       December 31,
                                                             2008              2007
                                                      ---------------       ------------
                                                          (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------

Current liabilities:

   Current portion of long-term obligations             $ 1,777,000      $ 1,777,000
   Note payable - bank                                      993,000          699,000
   Accounts payable                                       2,086,000        1,384,000
   Income taxes payable                                       1,000          162,000
   Accrued expenses                                       1,310,000        1,395,000
   Customer advances                                        511,000          163,000
   Deferred income                                          143,000          332,000
                                                        ------------      ----------

    Total current liabilities                             6,821,000        5,912,000

Deferred tax liability                                      773,000          595,000

Deferred income                                             278,000          342,000

Long-term obligations, net of current
 maturities                                               5,473,000        6,753,000
                                                         ----------       ----------

Total liabilities                                        13,345,000       13,602,000
                                                         ----------       ----------

STOCKHOLDERS' EQUITY

 Common stock - $.10 par value, 10,000,000 shares
  authorized, 4,772,000 and 4,724,000 shares issued
  at 2008 and 2007, respectively, and 4,746,000 and
   4,724,000 shares outstanding at 2008 and 2007,
   respectively                                             477,000          472,000
 Additional paid-in capital                              20,952,000       20,766,000
 Treasury Stock, at cost, 26,000 shares                    (109,000)            -
 Accumulated other comprehensive loss, net of tax           (74,000)         (33,000)
 Retained earnings                                        4,798,000        4,878,000
                                                       ------------      -----------

  Total stockholders' equity                             26,044,000       26,083,000
                                                        -----------      -----------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $ 39,389,000      $39,685,000
                                                       ============      ===========


<FN>

                                             See accompanying notes.

</TABLE>

<TABLE>
<CAPTION>



                                        ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                                      CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                       (unaudited)
<S>                                 <C>                         <C>                       <C>           <C>           <C>

                                           Three Months Ended                    Nine Months Ended
                                             September 30,                         September 30,
                                     2008                   2007             2008                 2007
                                    -----                  -----           ------                 ------

Net sales                         $6,951,000            $6,312,000        19,434,000             $18,686,000

Cost of sales                      4,212,000             3,682,000        11,730,000              10,595,000
                                   ---------            ----------        ----------              ----------

Gross profit                       2,739,000             2,630,000         7,704,000               8,091,000
                                  ----------            ----------        ----------              ----------

Selling, general and
 administrative
  expenses                         2,508,000             2,117,000         7,757,000               6,576,000
Interest expense                      79,000                76,000           261,000                 258,000
Investment and
 other income, net                  ( 71,000)            ( 116,000)         (249,000)               (371,000)
                                  ----------           -----------         ---------              -----------
Income (loss) before
 provision for
  income taxes                       223,000               553,000          ( 65,000)              1,628,000

Provision for
  income taxes                         8,000                  -               15,000                  25,000
                                    --------             ---------         ---------               ---------


NET INCOME (LOSS)                   $215,000              $553,000         $( 80,000)             $1,603,000
                                    ========              ========         =========               =========

Net income (loss) per
common share:


       Basic                        $  .05               $   .13             $  (.02)                 $.37
       Diluted                      $  .05               $   .12             $  (.02)                 $.34

<FN>


                                                 See accompanying notes.


</TABLE>

<TABLE>
<CAPTION>

                                     ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                     (unaudited)
                                                                             Nine Months Ended
                                                                               September 30,
                                                                         2008                    2007
<S>                                                              <C>   ------                   -----
-
Cash flows from operating activities:
     Net (loss) income                                                  $(80,000)             $1,603,000
    Adjustments to reconcile net (loss) income
     to net cash (used in) provided by
     operating activities:
    Share-based compensation expense                                     171,000                 134,000
    Amortization of intangible assets                                    474,000                 326,000
    Depreciation and amortization                                        149,000                  93,000
    Loss (gain) on sale of marketable securities                           8,000                 (15,000)
    Bond premium amortization                                             11,000                  11,000
    Bad Debt                                                                 -                     6,000
    Deferred income                                                     (253,000)                (64,000)

Changes in operating assets and liabilities:
     Accounts receivable, net                                           (854,000)              (144,000)
     Inventories                                                      (1,237,000)             (1,164,000)
     Costs and estimated earnings in excess of
      billings on uncompleted contracts                               (1,124,000)                    -
     Due from ICS sellers                                                103,000                     -
     Other current assets                                                 61,000                 (31,000)
     Other assets                                                          -                     (16,000)
     Accounts payable                                                    702,000                  99,000
     Accrued expenses                                                    (85,000)                (39,000)
     Income taxes payable                                               (161,000)                   -
     Customer advances                                                   348,000                (722,000)
                                                                       ---------               ----------

Net cash (used in) provided by operating activities                   (1,767,000)                 77,000

Cash flows from investing activities:

     Additional ICS acquisition costs                                    (97,000)                    -
     Purchases of property and equipment                                (118,000)               (125,000)
     Sale of marketable securities                                     2,076,000               1,073,000
     Purchase of marketable securities                                (1,033,000)             (1,269,000)
                                                                      ----------               ---------

Net cash provided by (used in) investing activities                      828,000                (321,000)

Cash flows from financing activities:

     Purchase of treasury stock                                         (109,000)                    -
     Proceeds from issuance of long-term debt                          1,520,000               1,050,000
     Stock option exercises                                                9,000                  29,000
     Repayments of long-term debt                                     (2,506,000)             (1,964,000)
                                                                     -----------            ------------

Net cash used in financing activities                                 (1,086,000)               (885,000)
                                                                     -----------              -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                             (2,025,000)             (1,129,000)
                                                                      ------------            -----------

Cash and cash equivalents - January 1                                  3,576,000               3,935,000
                                                                      ----------              ----------

CASH AND CASH EQUIVALENTS - September 30                              $1,551,000              $2,806,000
                                                                      ==========              ==========

Supplemental cash flow information:

Cash paid for interest                                                $  265,000                $291,000
                                                                      ==========              ==========

<FN>
                                         See accompanying notes.
</TABLE>


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



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


     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  consolidated  financial  statements  do  not purport to
contain  complete  disclosures  required  for  annual  financial  statements  in
conformity  with  generally  accepted  accounting  principles.

     The results of operations for the nine and three months ended September 30,
2008  are  not  necessarily indicative of the results of operations for the full
fiscal  year  ending  December  31,  2008.

     These  condensed consolidated statements should be read in conjunction with
the  Company's  consolidated  financial  statements  for  the  fiscal year ended
December  31,  2007  contained  in  the  Company's  Form  10-K.

     The  Company  recognizes a substantial portion of its revenue upon delivery
of  product,  however,  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.  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.

     At  September  30,  2008,  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 $171,000 and
$77,000  for  the  nine and three months ended September 30, 2008, respectively,
and  was  $134,000  and  $46,000  for  the  comparable  2007  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:

                                                                     (continued)


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

                                                 Nine  Months  Ended
                                                  September  30,
                                             2008                 2007
                                            ----                 ----
Expected  Volatility                  49.16%  to  49.62%     50.05%  to  51.19%
Risk-free  interest  rate              3.70%  to  4.1              5.00%
Expected  life  of  options  (in  years)     3.6                   3.6
Dividend  Yield                                -                    -

     Expected  volatility  assumptions  utilized for 2008 and 2007 were based on
the  volatility  of the Company's stock price for 3.6 years prior to grant date.
The  risk-free  rate  is  derived  from the 10 year U.S. treasury yield on grant
date.  Expected  life  for  2008  and  2007 was based on prior history of option
activity.  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 three to ten
years.  The  share  based  expense  for these awards was determined based on the
market  price  of  the Company's stock at the date of grant applied to the total
number  of  shares  that were anticipated to vest. During the nine months ending
September  30,  2008,  40,000  shares of restricted stock were awarded to senior
management  under  the  2006  Employee Stock Incentive Plan. As of September 30,
2008, the Company had unearned compensation of $1,113,000 associated with all of
the  Company's  restricted  stock  awards.

     Stock  option  activity  during  the  nine months ended September 30, 2008,
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,  2008           599,000      $3.15             4

Granted                        9,000       7.51            10

Forfeited                     (4,000)      9.21             -

Exercised                     (8,000)      1.26             -
                              -------      ----          ----

Options  outstanding,
 September  30,  2008        596,000      $3.19             3
                             =======      =====             =

Outstanding  exercisable
 at  September  30,  2008    587,000      $3.13             3
                             =======      =====             =


     At  September 30, 2008 the aggregate intrinsic value of options outstanding
and  exercisable  was  $825,000.

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

The following table summarizes the Company's nonvested stock option activity for
the nine months ended September 30, 2008:

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

Nonvested  stock  options
 at  January  1,  2008         9,000                 $3.82

Granted                        9,000                  3.06

Vested                        (8,000)                 3.81

Forfeited                     (1,000)                 3.92
                               -------                ----

Nonvested  stock  options
 at  September  30,  2008      9,000                 $3.06
                               =====                 =====

     At  September  30,  2008,  there  was  approximately  $17,000  of  unearned
compensation  cost  related  to  the above non-vested stock options. The cost is
expected  to  be  recognized  over  the  next  nine  months.

     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.

     The Company had $1,375,000 invested in Auction Rate Securities at September
30,  2008,  which  are  included  in Investments in Marketable Securities on the
Company's  Balance  Sheet.  Failed  auctions  have  created liquidity issues for
investors.  However, the Company has redeemed all of its auction rate securities
at  par  subsequent  to  September  30,  2008.

(Note  2)  -  Acquisition:
---------     ------------

     On  December  19,  2007,  the  Company  acquired  all  of  the  issued  and
outstanding  stock  of  Integrated  Consulting  Services,  Inc. d/b/a Integrated
Combat Systems, Inc. ("ICS"). The reasons for the acquisition were the expansion
of  both  customer  and  product  bases,  cross-marketing  opportunities and the
accretion  to  earnings.  The  acquisition  was effective December 31, 2007. The
total transaction value was approximately $6,695,000 consisting of $5,400,000 in
cash,  of  which  $4,500,000  was  funded  by a term loan, approximately 120,000
shares  of  Orbit  stock valued at approximately $1,000,000 (based on the volume
weighted  average  closing  price  of  the Company's common stock for the twenty
consecutive  trading  days ending December 14, 2007), and approximately $295,000
of  direct  costs  related  to  the  purchase  of  ICS. Additionally, there is a
contingent  earn  out  of  $1,000,000 payable over the next three years based on
ICS's  ability  to  attain  certain revenue levels over the three years. The ICS
acquisition  was  accounted  for  as  a  purchase,  and  accordingly, the assets
purchased and liabilities assumed are included in the consolidated balance sheet
as of December 31, 2007. The results of operations for the nine and three months
ended  September  30,  2008  include the operations of ICS for the entire period
since  the  acquisition  was  completed  effective  December  31,  2007.
                                                                     (continued)
                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)

     In  accordance with SFAS No. 141, Business Combinations, the purchase price
was  allocated  to  the  tangible and intangible assets acquired and liabilities
assumed  based  on  their  estimated fair values. The excess purchase price over
those  fair values is recorded as goodwill. The fair values assigned to tangible
and  intangible  assets  acquired and liabilities assumed are based on estimates
and  assumptions  made  by management. In accordance with SFAS No. 142, Goodwill
and  Other  Intangible Assets, goodwill is not amortized but will be reviewed at
least  annually  for  impairment.  Purchased intangible assets with finite lives
will  be  amortized  on  a  straight-line  basis over their respective estimated
useful lives. Any additional goodwill relating to the $1,000,000 contingent earn
out  based on ICS's ability to attain certain revenue levels over the next three
years  will be recorded, if necessary, in future years. The total purchase price
has  been  allocated  as  follows:

Tangible assets and liabilities:
Cash                                           $1,942,000
Accounts receivable                               579,000
Inventory                                         352,000
Other current assets                              273,000
Property and equipment                            260,000
Other long term assets                             11,000
Accounts payable                                 (111,000)
Note payable                                   (1,997,000)
Accrued expenses                                  (73,000)
Income tax payable                               (132,000)
Deferred income                                  (247,000)
                                              -----------

Total net tangible assets and liabilities         857,000

Amortizable intangible assets:
Customer relationships                          2,000,000
Non-compete agreement                             100,000
Contract backlog                                  100,000
                                               ----------

Total amortizable intangible assets             2,200,000

Goodwill                                        3,638,000
                                                ---------

Total purchase price                           $6,695,000
                                               ==========

     The  following  summarized  pro  forma  financial  information presents the
combined  results  of  the  Company as if the ICS acquisition had occurred as of
January 1, 2007. Adjustments, which reflect amortization of purchased intangible
assets, interest on debt to finance the acquisition, elimination of intercompany
sales  and purchases, recalculation of bonuses due to adjustments to net income,
adjustment to income taxes payable, and reversal of interest expense incurred by
ICS  have been made to the combined results of operations for the nine and three
months  ended  September  30, 2007. The unaudited summarized pro forma financial
information  is  presented  for  informational  purposes  only  and  may  not be
indicative  of  what  the  actual  results of operations would have been had the
acquisition  occurred  at  the  beginning  of  the periods presented nor does it
purport  to  represent  the  results  of  operations  for  future  periods.
                                                                     (continued)

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


                          Nine Months Ended              Three Months Ended
                          September 30,2007              September 30, 2007
                     (Pro forma and Unaudited)       (Pro forma and Unaudited)
                      ------------------------       -------------------------

Net  Sales                    $22,998,000                   $7,232,000
----------                    ===========                   ==========

Net  Income                    2,248,000                      244,000
-----------                    =========                      =======

Basic  earnings  per  share        0.51                         0.05
---------------------------        ====                         ====

Diluted  earnings  per  share      0.47                         0.05
-----------------------------      ====                         ====

     During  the  nine  months ending September 30, 2008, one of the ICS sellers
terminated  his employment agreement by resigning from the Company, although all
restrictive  covenants  remain in place. The former employee forfeited his right
to  receive  any  contingent  earn-out payments and all registration rights. The
Company  incurred no additional costs associated with the resignation other than
legal  fees.  The  former  employee's  responsibilities were assumed by existing
personnel.


(NOTE  3)  -  Financing  Arrangements:
--------      -----------------------

     In  December  2007,  the  Company entered into an amended $3,000,000 credit
facility  with a commercial lender secured by accounts receivable, inventory and
property and equipment ("Line of Credit"). The agreement will continue from year
to  year  thereafter  unless sooner terminated for an event of default including
non-compliance  with  financial  covenants.  Loans  under the facility will bear
interest  equal  to  a  certain  percentage  depending  on a matrix related to a
certain  financial  covenant,  as  defined, plus the one-month London Inter-bank
offer  rate  (LIBOR) (3.93% at September 30, 2008). Outstanding borrowings under
the  facility  were  $993,000  at  September  30,  2008.

     In  April  2005,  the Company entered into a five-year $5,000,000 Term Loan
Agreement  with  the  same  aforementioned  lender to finance the acquisition of
Tulip  ("The  Tulip  Term  Loan"). The Term Loan, which requires compliance with
certain  financial  covenants, has fifty-nine (59) monthly principal payments of
approximately  $60,000  and  a sixtieth (60th) payment of $1,488,000 in 2010. In
December  2007,  the  interest  rate  was  amended  and the loan currently bears
interest  equal  to  an applicable margin based on a matrix related to a certain
financial  covenant,  as  defined,  plus  the one-month LIBOR. The loan's unpaid
balance  at  September  30,  2008  was  approximately  $2,619,000.

     In  April  2005, the Company entered into a five year $2,000,000 Promissory
Note  with the selling shareholders of Tulip at an interest rate of prime (5.00%
at September 30, 2008) plus 2.00% ("Tulip Shareholder Note"). Principal payments
of  $100,000 were made on a quarterly basis along with accrued interest. In June
2007,  the  Company  refinanced  the  balance  due  on  the  Promissory  Note of
$1,050,000  with its primary commercial lender. Under the terms of the new loan,
monthly  payments  of  $35,000  will  be  made over a thirty-month period, which
commenced  August  2007, along with accrued interest at a rate of 1.15% plus the
one-month  LIBOR.  The  term  loan  requires  compliance  with certain financial
covenants. In December 2007 the interest rate was amended to equal an applicable
margin  based  on  a matrix related to a certain financial covenant, as defined,
plus  the  one-month  LIBOR. The loan's unpaid balance at September 30, 2008 was
approximately  $560,000.

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

     In December 2007, the Company entered into a five year $4,500,000 Term Loan
Agreement  with  the  same  aforementioned  lender to finance the acquisition of
ICS("The  ICS Term Loan"). The term loan, which requires compliance with certain
financial covenant ratios, has fifty-nine (59) monthly payments of approximately
$54,000  and  a  sixtieth  (60th)  payment of approximately $1,339,000. The loan
bears  interest  equal  to  the  one-month LIBOR rate, plus an applicable margin
based  on  a  matrix  related  to  a certain financial covenant, as defined. The
loan's  unpaid  balance  at  September  30,  2008  was approximately $4,071,000.

The  Company  was not in compliance with two of its financial covenant ratios as
of September 30, 2008. In November 2008, the Company's primary lender waived the
covenant  default  of  two of its financial ratios at September 30, 2008 and the
Company  renegotiated  the financial covenant ratios for the quarterly reporting
periods  December  31,  2008  and  March  31,  2009. Beginning June 30, 2009 the
covenants  will  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  the cost to the Company for the waiver and
amendment  to the loan agreements. In connection therewith, the interest rate on
the  Tulip  Term  Loan and Tulip Shareholder Note, 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.


(NOTE 4) - Income (Loss) Per Share:
 ------    -----------------------

     The following table sets forth the computation of basic and diluted
weighted average common shares outstanding:

                                     Nine Months Ended        Three Months Ended
                                       September 30,             September 30,
                                     2008         2007       2008          2007
                                     ----         ----       ----          ----
Denominator:
     Denominator  for  basic
     Income  (loss)  per
      share  - weighted-average
         common  shares            4,529,000   4,312,000   4,547,000   4,319,000

Effect  of  dilutive  securities:
 Employee  and  directors  stock
   options                               -       228,000     158,000     229,000

 Unearned  portion  of  restricted
     stock  awards                       -       115,000       1,000     116,000
                                    ---------    -------     -------    --------
     Denominator  for  diluted
     Income  (loss)  per  share  -
     weighted-average  common
     shares  and  assumed
      conversion                     4,529,000  4,655,000   4,706,000  4,664,000
                                     =========  =========   =========  =========


     The  numerator  for  basic and diluted income (loss) per share for the nine
and  three month periods ended September 30, 2008 and 2007 is net income (loss).

     During the nine months ended September 30, 2008, the Company had a net loss
and  therefore  did not include 231,000 incremental common shares and options in
its  calculation of diluted net loss per common share since an inclusion of such
securities  would  be  anti-dilutive.
                                                                     (continued)
                  ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)

     Options  to purchase 123,000 shares of common stock were outstanding during
the  three  months  ended  September 30, 2008 and 15,000 shares were outstanding
during the three and nine months ended September 30, 2007, but were not included
in the computation of diluted earnings per share. The inclusion of these options
would  have been anti-dilutive due to the options' exercise prices being greater
than  the  average  market  price  of  the  Company's  common  shares during the
respective  periods.

     Approximately  209,000  shares  of common stock were outstanding during the
nine  and  three  months  ended September 30, 2008, 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  5)  -  Cost  of  Sales:
 -------      ---------------

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

(NOTE 6) - Inventories:
-------    -----------

     Inventories are comprised of the following:

                       September 30,     December 31,
                            2008             2007
                       ------------     ------------

Raw Materials           $ 6,874,000     $ 6,146,000
Work-in-process           4,068,000       3,639,000
Finished goods              748,000         668,000
                        -----------     -----------
     TOTAL              $11,690,000     $10,453,000
                         ==========     ===========

(NOTE 7) - Comprehensive Income(Loss):
-------    --------------------------

     For the nine and three months ended September 30, 2008, total comprehensive
(loss)  income,  net  of  tax was $(121,000) and $165,000, respectively. For the
comparable  periods  during  2007, total comprehensive income was $1,547,000 and
$531,000,  respectively.  Comprehensive  income  (loss)  consists  of net income
(loss)  and  unrealized  gains  and  losses  on  marketable  securities.

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

     The  Company  operates  through  two  business  segments.  The  Electronics
Segment  is  comprised  of  the  Orbit  Instrument  Division  and  Tulip and ICS
Subsidiaries. The Orbit Instrument Division and Tulip 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  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
results  of  operations  for  the nine and three months ended September 30, 2008
include  the  operations  of ICS for the entire period since the acquisition was
completed  effective  December  31,  2007.

                                                                     (continued)

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

     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,  2008  and  2007:


                             Nine Months Ended             Three Months Ended
                               September 30,                 September 30,
                           2008            2007          2008            2007
                           ----            ----          ----            ----

Net sales:
     Electronics
     Domestic          $10,859,000   $11,639,000     $ 3,846,000    $ 3,721,000
     Foreign             1,332,000       848,000         553,000        313,000
                        -----------  -----------     -----------     ----------
     Total Electronics  12,191,000    12,487,000       4,399,000      4,034,000
     Power Units
     Domestic            6,341,000     5,427,000       2,570,000      1,992,000
     Foreign             1,188,000       772,000         238,000        286,000
                       -----------    ----------       ---------     ----------
     Total Power Units   7,529,000     6,199,000       2,808,000      2,278,000
     Intersegment sales   (286,000)         -           (256,000)          -
                          ---------     --------     ------------    ----------
          Total        $19,434,000   $18,686,000     $ 6,951,000    $ 6,312,000
                       ===========    ==========     ===========     ==========

(Loss) income from operations:
     Electronics       $  (164,000)  $ 2,025,000     $     6,000     $  515,000
     Power Units         1,162,000       571,000         616,000        371,000
     Intersegment profit   (50,000)         -            (46,000)           -
     General corporate
     expenses not
     allocated          (1,001,000)   (1,081,000)       (345,000)      (373,000)
Interest expense          (261,000)     (258,000)        (79,000)       (76,000)
Investment and other
   income, net             249,000       371,000          71,000        116,000
                        -----------   -----------      -----------   ----------
(Loss) income before
     income taxes     $    (65,000)  $ 1,628,000     $   223,000       $553,000
                      ============   ===========     ===========      =========

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

     The  Company  applies  SFAS  No. 142, Goodwill and Other Intangible Assets.
SFAS  142 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.

     At  September 30, 2008, the Company's intangible assets other than goodwill
consist  of  the  following:

                       Estimated      Gross                           Net
                        Useful        Carrying    Accumulated      Carrying
                         Life         Value       Amortization       Value
                         ----          -----      ------------     --------
Customer relationships   15 Years     $2,000,000   $ ( 100,000)  $1,900,000
Contract backlog         1-5 Years     1,750,000    (1,230,000)     520,000
Non-Compete Agreements    3 Years        415,000      (340,000)      75,000
                                         -------     ---------   ----------
                                      $4,165,000   $(1,670,000)  $2,495,000
                                      ==========   ===========   ==========



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

     At  December  31, 2007, the Company's intangible assets other than goodwill
consist  of  the  following:

                          Estimated      Gross                           Net
                           Useful       Carrying      Accumulated       Carrying
                            Life         Value        Amortization       Value
                            ----         -----        ------------    ---------
Customer relationships     15 Years    $2,000,000           -       $2,000,000
Contract backlog          1-5 Years     1,750,000        (907,000)     843,000
Non-Compete Agreements      3 Years       415,000        (289,000)     126,000
                                        ----------      ----------   ----------
                                       $4,165,000     $(1,196,000)   2,969,000
                                       ===========     ==========    =========


Amortization expense for the next five years is expected to be as follows:
                       Year ending December 31,

                       2008          $    149,000
                       2009               497,000
                       2010               250,000
                       2011               133,000
                       2012               133,000
                       2013               133,000
                                       ----------
                       Total           $1,295,000
                                       ==========

     The  Company  recognized  amortization expense of $474,000 and $150,000 for
the  nine  and  three  months ended September 30 2008, respectively. The Company
recorded  amortization  expense  of  $326,000 and $108,000, respectively, in the
comparable  2007  periods.

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

     For  the  nine  and  three  months  ended  September  30, 2008, the Company
utilized  net  operating  loss  carryforwards  to offset income taxes except for
state  and  local  income  tax  expense  in  Kentucky  for  $15,000  and $8,000,
respectively. For the nine months ended September 30, 2007, the Company utilized
net  operating  loss  carryforwards  to offset income taxes except for a $25,000
state  income  tax  expense in Pennsylvania. There was no income tax expense for
the  three  months  ended September 30, 2007. At September 30, 2008, the Company
had  federal  and  state  net  operating  loss  carry-forwards  of approximately
$21,000,000  and  $7,000,000,  respectively,  that  expire  through  2025.
Approximately,  $17,000,000  of federal net operating loss carry-forwards expire
between  2010  and  2012.

     The  Company recognized a $178,000 and $58,000 deferred tax expense for the
nine  and  three months ended September 30, 2008, respectively. This expense was
recorded  since the Company's deferred tax liability relating to its goodwill is
required  to  be  separately  stated  on its financial statements apart from its
deferred  tax  asset. Also, during the nine and three months ended September 30,
2008,  the  Company  recorded  a  deferred  tax benefit of $178,000 and $58,000,
respectively,  by  reducing  its  valuation allowance on its deferred tax asset.
This  was  due to an increase in the Company's projected future profitability as
well  as  an increase in the probability of attaining that profitability. During
the  nine  months  ended  September  30,  2008,  the Company also recorded a net
$34,000  increase  in  its  deferred tax asset due to the tax benefit associated
with  its  unrealized  holding loss on marketable securities and the tax benefit
associated  with  stock  options  exercised.

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

     On  January  1,  2007,  the  Company adopted Financial Accounting Standards
Board("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
-  an  interpretation  of FASB Statement No. 109"("FIN 48"). This interpretation
provides  criteria for the recognition, measurement, presentation and disclosure
of  uncertain  tax  positions.  A  tax benefit from an uncertain position may be
recognized only if it is "more likely that not" that the position is sustainable
based  on  its  technical  merits.  Additionally,  FIN  48  provides guidance on
derecognition,  classification,  interest  and  penalties, accounting in interim
periods,  disclosure  and  transition.  There  was  no  impact  of FIN 48 to the
Company's  consolidated  financial position, results of operations or cash flows
for  the  nine  and  three  month  periods  ending  September 30, 2008 and 2007.

(NOTE  11)  -  Related  Party  Transactions:
----------     -----------------------------

     Tulip  leases  its  facilities from a limited partnership, the ownership of
which  is  controlled  by  the former shareholders of Tulip. The five-year lease
commenced  April  2005 and provides for monthly payments of $9,100 and increases
by  2%  each  year for the first two renewal periods and by 3% for the final two
renewal  periods.  For  the nine and three months ending September 30, 2008, the
total  amount  paid  under  this  lease  was  approximately $87,000 and $29,000,
respectively.  For  the  comparable periods in 2007 the amounts were $85,000 and
$28,000,  respectively.

(NOTE  12)  -  Recent  Accounting  Pronouncements:
----------     -----------------------------------

     In April, 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful
Life  of  Intangible  Assets"  ("FSP 142-3").  FSP 142-3 amends the factors that
should  be  considered in developing assumptions about renewal or extension used
in  estimating  the  useful life of a recognized intangible asset under SFAS No.
142  and expands the disclosure requirements of SFAS 142.  The provisions of FSP
142-3  are  effective for the Company as of January 1, 2009.   The provisions of
FSP 142-3 for determining the useful life of a recognized intangible asset shall
be applied prospectively to intangible assets acquired after the effective date.
The  disclosure  requirements  shall  be applied prospectively to all intangible
assets  recognized as of, and subsequent to, the effective date.  The Company is
currently evaluating the impact of the adoption of FSP 142-3 on its consolidated
financial  statements.

(NOTE  13)  -  Equity:
----------     -------

In  August  2008, the Company's Board of Directors authorized a stock repurchase
program  allowing it to purchase up to $3.0 million of its outstanding shares of
common  stock  in open market or privately negotiated transactions in compliance
with  applicable  laws  and  regulations  including  the  SEC's Rules 10b5-1 and
10b-18.  The  timing  and amount of repurchases under the program will depend on
market  conditions  and publicly available information and therefore, repurchase
activity  may  be  suspended or discontinued at any time. During the three month
period  ended  September  30, 2008, the Company repurchased approximately 26,000
shares  of  its  common  stock  at an average purchase price of $4.17 per share.
Total  cash  consideration for the repurchased stock was approximately $109,000.
From  August 2008 through November 13, 2008, the Company purchased approximately
90,000  shares  of  its  common  stock  for total cash consideration of $289,000
representing  an  average  purchase  price  of  $3.21  per  share.
<PAGE>

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


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

     The  results  of  operations  for  the  three  months and nine months ended
September  30,  2008  include  the  results  of ICS which was acquired effective
December  31,  2007.  The Company recorded an increase in revenues for the three
months ended September 30, 2008 due to the inclusion of ICS. Net sales increased
by  10.1%  for the quarter, but exclusive of ICS, net sales would have decreased
by  7.7%.  However,  sales from the Company's Power Group increased by 23.3% for
the  quarter  compared  to  the  prior year.  Due to lower gross margins, higher
selling,  general and administrative expenses and decreased investment and other
income  during the current period, the Company recorded a decrease in net income
to  $215,000  for the three months ended September 30, 2008 compared to $553,000
for the three months ended September 30, 2007.   Net sales increased by 4.0% for
the  nine  months but exclusive of ICS, net sales would have decreased by 15.4%.
However,  sales  from  the Company's Power Group increased by 21.4% for the nine
months  compared to the prior year.  Due to lower gross margins, higher selling,
general  and  administrative  expenses and decreased investment and other income
during  the  current  period, the Company recorded a net loss of $80,000 for the
nine  months  ended September 30, 2008, compared to net income of $1,603,000 for
the  nine  months  ended  September  30,  2007.

Our  backlog  at  September  30,  2008 was approximately $14,200,000 compared to
$16,000,000  at  September  30,  2007  which  was exclusive of ICS.  Backlog was
$15,300,000  at  June  30,  2008.  The  Company's  lower  profitability reflects
weakness  in  the  Company's Electronics Group which is being offset by a record
year  of  bookings  and revenue from its Power Group. There is no seasonality to
the  Company's 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  our  confidence level remains high with respect to receiving
many  of  the  orders  we are pursuing although timing is always an uncertainty.
Nevertheless,  we  remain  very  encouraged by our business environment although
there  is  growing  uncertainty  due  to  the current credit crisis, a potential
slowing  economy  and  a  new  administration  in  Washington.

Our  success  of  the  past few years has significantly strengthened our balance
sheet  evidenced  by  our  3.5  to  1  current  ratio  at September 30, 2008. We
currently  have  a  $3,000,000  credit  facility  in place. As a result of lower
profitability  related  to  customer shipping delays described under "Results of
Operations"  below,  the Company was not in compliance with two of its financial
covenants  at September 30, 2008. In November 2008, the Company's primary lender
waived the covenant default of two of its financial ratios at September 30, 2008
and  the  Company  renegotiated  the financial covenant ratios for the quarterly
reporting  periods December 31, 2008 and March 31, 2009. Beginning June 30, 2009
the covenants will 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  the cost to the Company for the waiver and
amendment  to  the  loan  agreements.


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,  goodwill  impairment, valuation of share-based
compensation  and  revenue and cost recognition on long-term contracts accounted
for  under  the  percentage-of-completion method.  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 (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  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.  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 the Company had previously
determined  obsolete.

Deferred  tax  asset
--------------------

     At September 30, 2008, the Company 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 $21,000,000
and  $7,000,000,  respectively,  that  expire  through  2025.  Approximately,
$17,000,000 of federal net operating loss carry-forwards expire between 2010 and
2012.  In  addition,  the  Company receives a tax deduction when their employees
exercise  their  non-qualified  stock  options  thereby increasing the Company's
deferred  tax  asset.  The  Company  records 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.  Due  to  the  Company's  record  of
profitability,  the  acquisition  of  ICS,  and  the unprecedented amount of new
opportunities  in  the prototype and preproduction stage,  the Company increased
its  projection  for profitability for future periods and increased its estimate
of  probability  that  it  will attain those profit levels; thereby reducing its
valuation  allowance  on  its  deferred  tax  asset.

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

     The  Company has significant intangible assets including 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.  The Company
applies Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142").  Under the provisions of SFAS 142, the costs of
certain  intangible  assets  are no longer subject to amortization.  These costs
are  reviewed for potential impairment on an annual basis, which occurred during
the  first  quarter of 2008. The Company determined that there was no impairment
to  its  goodwill  and  other  intangible  assets.

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

     Effective  January  1,  2006,  the  Company  began  recognizing share-based
compensation under SFAS No. 123(R), which requires the measurement at fair value
and  recognition  of  compensation  expense  for  all  share-based awards. Total
share-based compensation expense was $171,000 and $77,000 for the nine and three
months  ended September 30, 2008, respectively, compared to $134,000 and $46,000
for the respective prior year periods. The estimated fair value of stock options
granted  was  calculated  using the Black-Scholes model. 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.



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

Three month period endedSeptember 30, 2008 v.September 30, 2007
---------------------------------------------------------------

     The  Company  currently  operates  in  two  industry  segments.  Its  Orbit
Instrument  Division  and  its  Tulip  subsidiary  are engaged in the design and
manufacture  of  electronic  components  and  subsystems  and its ICS subsidiary
performs  system  integration for Gun Weapons Systems and Fire Control Interface
as  well  as logistics support and documentation (the "Electronics Group").  Its
Behlman  subsidiary is engaged in the design and manufacture of commercial power
units (the "Power Group").  The results of operations for the three months ended
September 30, 2008 include the operations of ICS for the entire period since the
acquisition  was  completed  effective,  December  31,  2007.

     Consolidated  net sales for the three month period ended September 30, 2008
increased  by  10.1%  to  $6,951,000  from $6,312,000 for the three month period
ended  September  30, 2007 due to the inclusion of ICS in the current period and
increased  sales  from  the  Power Group. Exclusive of ICS, net sales would have
decreased  by  7.7%.  Sales from the Electronics Group increased by 9.0%, due to
the  inclusion  of  ICS  in  the current period and despite lower sales from the
Company's  Orbit  Instrument  Division  and Tulip subsidiary.  During the second
quarter,  the Company's Orbit Instrument Division was verbally advised by one of
its customers to provide support for several modifications to a product that was
under  a  substantial  contract  with  many  of the units scheduled for shipment
during  2008.  As  a  result  of this request,  deliveries have been delayed and
have  resulted  in  significantly lower than expected revenues for the operating
unit.  This  loss  of sales, along with decreased sales from the Company's Tulip
subsidiary  resulted  in  the  significant decrease in sales for the Electronics
Group  despite  the  inclusion  of ICS.  Sales from the Power Group increased by
23.3%  for  the  quarter as compared to the prior year and is currently on track
for  a  record  year  in  bookings  and  revenue.

     Gross  profit,  as  a  percentage  of  sales,  for  the  three months ended
September  30,  2008  decreased  to  39.4% from 41.7% for the three month period
ended September 30, 2007.  This decrease resulted from a lower gross profit from
the  Company's  Electronics Group due to a decrease in sales from both the Orbit
Instrument  Division  and Tulip and despite a higher gross profit from the Power
Group  principally  due  to  increased  sales  and  to  product  mix.

     Selling,  general  and  administrative  expenses  increased  by  18.5%  to
$2,508,000  for  the three month period ended September 30, 2008 from $2,117,000
for  the  three  month  period  ended  September 30, 2007 principally due to the
inclusion  of ICS's selling, general and administrative costs of $403,000 in the
current period. Selling, general and administrative expenses, as a percentage of
sales,  for  the  three month period ended September 30, 2008 increased to 36.1%
from  33.5%  for the three month period ended September 30, 2007 principally due
to  the  aforementioned increase in costs along with the reduction in sales from
the  Electronics  Segment.

     Interest  expense  for  the  three months ended September 30, 2008 slightly
increased  to $79,000 from $76,000 for the three months ended September 30, 2007
due  to  an increase in the amounts owed to lenders in the current period due to
the  acquisition  of  ICS  and  despite  a  decrease  in  interest  rates.

     Investment  and other income for the three month period ended September 30,
2008  decreased  to  $71,000  from  $116,000  for  the  three-month period ended
September  30, 2007 principally due to a decrease in the amounts invested during
the  current  period  and  to  a  decrease  in  interest  rates.

     Net  income before income tax provision decreased to $223,000 for the three
months  ended September 30, 2008 compared to $553,000 for the three months ended
September  30, 2007.  The decrease in income was principally due to the decrease
in  sales from both the Orbit Instrument Division and Tulip, a decrease in gross
profit,  an increase in selling, general and administrative expenses, a decrease
in  investment and other income and despite increased revenues and profitability
from  the  Power  Group.

     The  income tax provision for the three months ended September 30, 2008 was
$8,000  consisting  of state income taxes that cannot be offset by any state net
operating  loss  carry-forwards.

As  a  result  of the foregoing, net income for the three months ended September
30,  2008  was  $215,000 compared to net income of $553,000 for the three months
ended  September  30,  2007.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for  the  three  months  ended  September 30, 2008 decreased to $501,000 for the
three  months ended September 30, 2008 compared to $770,000 for the three months
ended  September  30,  2007.  Listed  below  is the EBITDA reconciliation to net
income:

                                        Three  months  ended
                                           September  30,
                                    2008                     2007
                                    ----                     ----

Net  income                      $  215,000                $553,000
Interest  expense                    79,000                  76,000
Income  tax  expense                  8,000                       0
Depreciation  and  amortization     199,000                 141,000
                                    -------                 -------
EBITDA                              $501,000               $770,000
                                    ========               ========


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

Nine month period endedSeptember 30, 2008 v.September 30, 2007
--------------------------------------------------------------

     Consolidated  net  sales for the nine month period ended September 30, 2008
increased  by  4.0%  to  $19,434,000  from $18,686,000 for the nine month period
ended  September  30, 2007 due to the inclusion of ICS in the current period and
increased  sales from the Power Group and despite lower sales from the Company's
Orbit  Instrument  Division  and  Tulip  subsidiary. Exclusive of ICS, net sales
would  have  decreased  by  15.4%. Sales from the Electronics Group decreased by
2.4%  despite the inclusion of ICS in the current nine month period.  During the
current  period, the Company's Orbit Instrument Division was verbally advised by
one  of  its customers to provide support for several modifications to a product
that  was  under  a  substantial  contract  with many of the units scheduled for
shipment during 2008.  As a result of this request, deliveries have been delayed
and  have  resulted  in  significantly  lower  than  expected  revenues  for the
operating  unit.  In addition, the Orbit Instrument Division also experienced an
unrelated customer delivery issue in the first quarter of  2008 that resulted in
a  shipment  shortfall  for  that  period,  which has still not been resolved at
September  30,  2008.  The  Company  still  expects this issue to be resolved by
either  year-end  or  the  first quarter of 2009. This loss of sales, along with
decreased  sales from the Company's Tulip subsidiary resulted in the decrease in
sales  for  the  Electronics  Group  despite the inclusion of ICS in the current
period.  Sales  from  the  Power  Group  increased by 21.5% for the current nine
month period compared to the prior year as the segment is currently on track for
a  record  year  of  revenue  and  profitability.

     Gross profit, as a percentage of sales, for the nine months ended September
30, 2008 decreased to 39.6% from 43.3% for the nine month period ended September
30,  2007.  This  decrease resulted from a lower gross profit from the Company's
Electronics  Group  due  to  a  decrease in sales from both the Orbit Instrument
Division  and  Tulip  and  despite  a  higher  gross profit from the Power Group
principally  due  to  increased  sales  and  to  a  less  favorable product mix.

     Selling,  general  and  administrative  expenses  increased  by  18.0%  to
$7,757,000  for  the  nine month period ended September 30, 2008 from $6,576,000
for  the  nine  month  period  ended  September  30, 2007 principally due to the
inclusion  of  ICS's  selling, general and administrative costs of $1,245,000 in
the  current  period.  Selling,  general  and  administrative  expenses,  as  a
percentage  of  sales,  for  the  nine  month  period  ended  September 30, 2008
increased to 39.9% from 35.2% for the nine month period ended September 30, 2007
principally due to the aforementioned increase in costs along with the reduction
in  sales  from  the  Electronics  Segment.

     Interest  expense  for  the  nine  months ended September 30, 2008 slightly
increased to $261,000 from $258,000 for the nine months ended September 30, 2007
due  to  an increase in the amounts owed to lenders in the current period due to
the  acquisition  of  ICS  that  was  offset  by  a  decrease in interest rates.

     Investment  and  other income for the nine month period ended September 30,
2008  decreased  to  $249,000  from  $371,000  for  the  nine-month period ended
September  30, 2007 principally due to a decrease in the amounts invested during
the  current  period  and  to  a  decrease  in  interest  rates.

     Loss  before  income  tax  provision  was $65,000 for the nine months ended
September 30, 2008 compared to income before tax provision of $1,628,000 for the
nine  months  ended  September 30, 2007.  The decrease in income was principally
due  to the decrease in sales from both the Orbit Instrument Division and Tulip,
a  decrease  in gross profit, an increase in selling, general and administrative
expenses,  a  decrease  in  investment  and  other  income and despite increased
revenues  and  profitability  from  the  Power  Group.

The  income  tax  provision  for  the  nine  months ended September 30, 2008 was
$15,000  compared  to  $25,000  for  the  nine  months  ended September 30, 2007
consisting  of  state  income  taxes  that  cannot  be  offset  by any state net
operating  loss  carry-forwards.

As  a  result of the foregoing, net loss for the nine months ended September 30,
2008  was $80,000 compared to net income of $1,603,000 for the nine months ended
September  30,  2007.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for  the nine months ended September 30, 2008 decreased to $819,000 for the nine
months ended September 30, 2008 compared to $2,305,000 for the nine months ended
September  30,  2007.  Listed  below is the EBITDA reconciliation to net income:

                                          Nine  months  ended
                                            September  30,
                                     2008                     2007
                                     ----                     ----

Net  (loss)  income             $  (80,000)            $1,603,000
Interest  expense                   261,000               258,000
Income  tax  expense                 15,000                25,000
Depreciation  and  amortization     623,000               419,000
                                    -------               -------
EBITDA                             $819,000            $2,305,000
                                    =======            ==========

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

     Working  capital decreased to $16,891,000 at September 30, 2008 compared to
$18,167,000  at  December  31,  2007.  The  ratio  of  current assets to current
liabilities  was 3.5 to 1 at September 30, 2008 compared to 4.1 to 1 at December
31,  2007.

     Net  cash  used in operations for the nine month period ended September 30,
2008  was $1,767,000, primarily attributable to the net loss for the period, the
non  cash  deferred  income,  an  increase in accounts receivable, inventory and
costs  and  estimated earnings in excess of billings, a decrease in income taxes
payable  and  despite  the  non  cash  amortization  of  intangible  assets  and
depreciation  and  the  increase in accounts payable and customer advances.  Net
cash  provided  by operations for the nine-month period ended September 30, 2007
was  $77,000,  primarily  attributable  to  the  net  income for the period, the
non-cash  amortization  of  intangible  assets  and stock based compensation and
deferred  tax  expense  that  was  partially  offset by the increase in accounts
receivable  and  inventory,  the  decrease in customer advances and deferred tax
income.


Cash  flows  provided  by  investing  activities for the nine month period ended
September  30,  2008  was  $828,000,  primarily  attributable  to  the  sale  of
marketable  securities  that  was partially offset by the purchase of marketable
securities,  the  purchase  of  property  and  equipment  and  additional  costs
associated  with  the  ICS acquisition.  Cash flows used in investing activities
for the nine-month period ended September 30, 2007 was $321,000, attributable to
the  purchase  of  marketable  securities  and  property  and equipment that was
partially  offset  by  the  sale  of  marketable  securities.
     Cash  flows  used  in  financing activities for the nine month period ended
September  30,  2008  was $1,086,000, primarily attributable to the repayment of
long  term debt and the Company's line of credit and purchases of treasury stock
that  was  partially  offset  from  loan proceeds from the line of credit.  Cash
flows used in financing activities for the nine-month period ended September 30,
2007  was  $885,000,  attributable  to the repayments of long term debt that was
partially  offset  by the issuance of long term debt and stock option exercises.

     In  December  2007,  the  Company entered into an amended $3,000,000 credit
facility  with a commercial lender secured by accounts receivable, inventory and
property  and  equipment.  In  April  2005, the Company entered into a five-year
$5,000,000  Term  Loan  Agreement  to  finance  the acquisition of Tulip and its
manufacturing  affiliate("The  Tulip Term Loan").  In December 2007, the Company
entered  into  a  five-year  $4,500,000  Term  Loan  Agreement  to  finance  the
acquisition  of  ICS("The ICS Term Loan").  In connection with the new Term Loan
entered  into  in December 2007, the interest rates on both Term Loan Agreements
and  the credit facility were amended to equal a certain percentage plus the one
month  LIBOR  depending on a matrix related to a certain financial covenant.  At
September  30,  2008,  the  interest rate was equal to the sum of 1.50% plus the
one-month  LIBOR  (3.93%  at  September  30,  2008).  The  credit  facility will
continue  from  year  to  year  unless sooner terminated for an event of default
including  non-compliance  with certain financial covenants.  Principal payments
under the two term loan facilities are approximately $113,000 per month.

As a result of lower profitability related to customer shipping delays described
above,  the  Company  was  not  in compliance with two of its financial covenant
ratios  at  September  30,  2008. In November 2008, the Company's primary lender
waived the covenant default of two of its financial ratios at September 30, 2008
and  the  Company  renegotiated  the financial covenant ratios for the quarterly
reporting  periods December 31, 2008 and March 31, 2009. Beginning June 30, 2009
the covenants will 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  the cost to the Company for the waiver and
amendment  to the loan agreements. In connection therewith, the interest rate on
the  Tulip  Term  Loan and Tulip Shareholder Note, 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.

During  the  third  quarter  and  into October 2008, due to the worldwide credit
crisis,  there  was  a  significant  increase  in LIBOR and the Company incurred
increased  interest  expense  near  the end of the third quarter and in October,
2008.  However, LIBOR rates have begun to decrease and are currently below rates
in  effect prior to when the credit crisis began. As a result, the interest rate
increase  referenced  above  may  be mitigated somewhat by the decrease in LIBOR
rates.

In  April  2005, the Company entered into a five year $2,000,000 Promissory Note
with  the  selling shareholders of Tulip at an interest rate of prime plus 2.00%
(5.00%  at  September  30, 2008).  Principal payments of $100,000 were made on a
quarterly  basis  along  with  accrued  interest.  In  June  2007,  the  Company
refinanced the balance due on the Promissory Note of $1,050,000 with its primary
commercial  lender("Tulip  Shareholder  Note").  Under  the  terms of a new Term
Loan,  monthly payments of $35,000 will be made over a thirty-month period along
with  accrued  interest  at  a  rate  of  1.50%  plus  the  one-month  LIBOR.

          The  Company's contractual obligations and commitments as of September
30,  2008,  are  summarized  as  follows:
                                      Less  than       1-2              3-5
                       Total          One  Year        Years           Years
                       -----          ----------       ------          ------
Long-term  debt      $7,250,000       $1,777,000      $3,330,000     $2,143,000
Note  Payable-bank      993,000          993,000           -               -
Employment
 Contracts            4,227,000        1,962,000       2,265,000           -
Operating  leases     3,285,000          769,000       1,402,000      1,114,000
                      ---------          -------       ---------      ---------
Total  contractual
Obligations         $15,755,000       $5,501,000      $6,997,000     $3,257,000
                    ===========       ==========      ==========     ==========

In  August  2008, the Company's Board of Directors authorized a stock repurchase
program  allowing it to purchase up to $3.0 million of its outstanding shares of
common  stock  in  open  market or privately negotiated transactions. During the
three  month  period  ended  September  30,  2008,  the  Company  repurchased
approximately  26,000 shares of its common stock at an average purchase price of
$4.17  per  share.  Total  cash  consideration  for  the  repurchased  stock was
approximately  $109,000. From August 2008 through November 13, 2008, the Company
purchased  approximately  90,000  shares  of  its  common  stock  for total cash
consideration  of  $289,000  representing an average purchase price of $3.21 per
share.


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
-------------------------

     During  the  second  quarter,  the  Company's Orbit Instrument Division was
verbally  advised  by  one of its customers to provide support for the immediate
development  of  certain modifications to a product for the Division.  This "out
of  scope"  support  has  caused  a  delay  in a significant amount of shipments
scheduled  throughout  2008  which  resulted  in  a  decrease  in  revenue  and
profitability  for  the nine month period ended September 30, 2008 and will have
an  adverse  effect on annual revenues and profitability for 2008.  The Division
is  working  closely  with  this  customer  and  shipment  of  some of the units
commenced  in  the  third  quarter.  However,  a  significant  number  of  units
scheduled for shipment by December 31, 2008 will not be shipped until 2009. This
includes  certain  purchase  orders  for  this product that were expected in the
third  quarter  but  have not yet been received.  The Company still expects this
purchase order and these orders are covered under a Long Term Agreement with the
customer.  In  addition,  the  Orbit  Instrument  Division  also  experienced an
unrelated  customer delivery issue in the first quarter of 2008 that resulted in
a  shipment  shortfall  for that period, which was not resolved by September 30,
2008.  The  Company  expects this issue to be resolved either by year-end or the
first  quarter  of 2009.  These shipment delays, along with reduced revenue from
the  Company's  Tulip  subsidiary  have  had  an adverse effect on the Company's
Electronics  Group  which  may  carry  into  2009.

In  November  2008,  the Company's primary lender waived the covenant default of
two  of  its financial ratios at September 30, 2008 and the Company renegotiated
the  financial  covenant ratios for the quarterly reporting periods December 31,
2008  and  March 31, 2009. Beginning June 2009 the covenants will revert back to
their  original ratios with a modification to a certain financial ratio covenant
definition.  The  Company expects to be in compliance with its revised financial
covenant ratios although there is no assurance that it will be in compliance for
these  future  periods.

     The  Power  Group  is  currently on track for a record year of bookings and
revenue.  The  commercial  division  of  the  Power  Group has historically been
vulnerable  to a weak economy.  However, bookings in the commercial division are
being  sustained  and  bookings  from  the custom division remain fairly strong.
However,  due  to  the  current credit crisis and the possible effect on capital
spending,  it  is  uncertain  that  this  trend  will  continue  into  2009.

     In  April  2005,  the  Company  completed  the acquisition of Tulip and its
operations  became  part  of the Company's Electronics Group.  In December 2007,
the  Company  completed  the  acquisition  of  ICS which also became part of the
Electronics  Group.  The  Company's Electronics Group and the Custom Division of
its  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  the  Company  has  benefited  from an increased defense
budget.   Although  the  Electronics  Group and the Custom Division of the Power
Group  are  pursuing several opportunities for reorders, as well as new contract
awards,  the  Company  has  normally found it difficult to predict the timing of
such  awards.  In  addition,  the  Company  has  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 the Company's business.  The Company's revenues
are  generally  determined  by  the  shipping schedules outlined in the purchase
orders  received  from  its  customers.  The  Company  stratifies  all  the
opportunities  it  is  pursuing  by  various  confidence  levels.  The  Company
generally realizes a very high success rate with those opportunities to which it
applies a high confidence level.  The Company currently has a significant amount
of  potential  contract  awards to which it has applied a high confidence level.
However, because it is difficult to predict the timing of awards for most of the
opportunities  the Company is pursuing, it is also difficult to predict when the
Company will commence shipping under these contracts.  A delay in the receipt of
any  contract  from  its  customer  ultimately  causes  a corresponding delay in
shipments  under  that  contract.

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  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  that  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 as a source of
revenues  and  income.  However,  even  increased  military  spending  does  not
necessarily  guarantee  the  Company  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 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  addition  of  Tulip  gives  the  Electronics Segment a more
diversified  customer  base.

     The  Company's  business  strategy  is  to  expand  its  operations through
strategic,  accretive acquisitions.  Through the past several years, the Company
reviewed  various  potential  acquisitions  and  believes  there  are  numerous
opportunities  presently available.  In April 2005, it completed the acquisition
of  Tulip  and  in  December  2007,  it completed the acquisition of ICS.    The
Company  had  received  offers  from  several  financial  institutions that have
expressed  an  interest  in  helping  the  Company  with  acquisition financing.
However,  due  to  the  recent  credit crisis and other reasons, there can be no
assurance  it  will  obtain  the  necessary  financing  to  complete  additional
acquisitions  and  even  if it does, 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 Orbit's
operations  which  may  be  adversely affected.  The Company continues to review
acquisition  candidates  but  there  is no assurance that an acquisition will be
completed  over  the  next  twelve  months.

During  the  second  quarter of 2007, the Company expanded the activities of its
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, the Company terminated such activities with the investment banker but
continues  to  pursue  strategic  alternatives  to  enhance  shareholder  value.
However,  there  is  no  assurance  that  a  sale  or any of the other strategic
alternatives  will  be  accomplished.
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.

Item  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     See Part II, Item 6A "Quantitative and Qualitative Disclosures About Market
Risk",  of  the  Company's  Annual Report on Form 10-K for the fiscal year ended
December  31,  2007  for  a discussion of the Company's exposure to market risk.
There have been no material changes to the Company's market risk exposures since
December  31,  2007.

Item  4T.     CONTROLS  AND  PROCEDURES

Disclosure  Controls  and  Procedures

     The  Company's  management,  with  the participation of the Company's chief
executive  officer  and chief financial officer, has evaluated the effectiveness
of  the Company's 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,  the Company's chief executive officer and
chief  financial  officer have concluded that, as of the end of such period, the
Company's  disclosure  controls  and procedures are effective (i) to ensure that
information required to be disclosed by the Company in the reports that it files
or  submits  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 the Company in the
reports  that  it submits 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,  2008 that has
materially  affected, or is reasonably likely to materially affect, our internal
control  over  financial  reporting.

PART  II-  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS
          None
ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

 ISSUER'S  PURCHASE  OF  EQUITY  SECURITIES:

                   (a)         (b)           (c)                (d)
Period              Total      Average Price  Total Number      Maximum Number
                    Number of  Paid per       of Shares(or      (or Approximate
                    Shares(or  Share          Units) Purchased  Dollar Value)
                    Units)     (or Unit)      as part of        of Shares(or
                    Purchased                 Publicly          Units) that May
                                              Announced Plans   Yet be Purchased
                                              or Programs       Under the Plans
                                                                or Programs
--------             ---------   -----------  ----------------  ---------------
July 1-31, 2008            0             0              0                    0
August 1-31, 2008         25         $4.83             25           $3,000,000
September 1-30, 2008  26,087         $4.17         26,087           $2,891,000
                      ------       -------        -------         ------------
Total                 26,112         $4.17         26,112           $2,891,000

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
          None
ITEM  4.  SUBMISSIONS  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None
ITEM  5.  OTHER  INFORMATION
          None

ITEM  6.  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 19, 2008     /s/ Dennis Sunshine
                                -------------------
                                Dennis Sunshine, President,
                                Chief Executive Officer and
                                Director



Dated:     November 19, 2008     /s/Mitchell Binder
                                 ------------------
                                Mitchell Binder, Executive
                                Vice President, Chief
                                Financial Officer
                                and Director