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 March 31, 2009

                                       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  May  8,  2009  was  4,592,631.
                            ----------
<TABLE>
<CAPTION>


                                               INDEX


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

Part I.   Financial Information:

          Item 1 - Financial Statements:

          Condensed Consolidated Balance Sheets -
          March 31, 2009(unaudited) and December 31, 2008                                        3-4

          Condensed Consolidated Statements of Operations
          for the Three Months Ended
          March 31, 2009 and 2008 (unaudited)                                                      5

          Condensed Consolidated Statements of Cash Flows
          for the Three Months Ended
          March 31, 2009 and 2008 (unaudited)                                                    6-7

          Notes to Condensed Consolidated Financial Statements (unaudited)                      8-18

          Item 2 - Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                                  19-28

          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>

<TABLE>
<CAPTION>


                                PART I - FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

                          ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS

                                                         March 31,       December 31,
                                                          2009             2008(1)
                                                          ----             -------
                                                       (unaudited)
ASSETS
------
Current assets:

<S>                          <C>                                       <C>          <C>
Cash and cash equivalents                               $ 3,724,000      $ 2,080,000
Investments in marketable securities                        846,000        1,127,000
Accounts receivable (less allowance for
  doubtful accounts of $145,000)                          3,267,000        6,333,000
Inventories                                              11,939,000       11,536,000
Deferred tax asset                                        1,200,000          850,000
Other current assets                                        161,000          198,000
                                                        -----------      -----------

                             Total current assets        21,137,000       22,124,000

Property and equipment, net                                 677,000          655,000

Goodwill                                                  2,909,000        2,909,000

Intangible assets, net                                    2,222,000        2,346,000

Deferred tax asset                                          974,000        1,322,000

Other assets                                                643,000          644,000
                                                        -----------      -----------

                             TOTAL ASSETS               $28,562,000      $30,000,000
                                                        ===========      ===========

<FN>

(1)  The  balance  sheet  at  December  31,  2008  has  been derived from the audited financial
statements  at  that  date  but  does not include all the information and footnotes required by
accounting principles generally accepted in the United States of America for complete financial
statements.


                                          See accompanying notes


</TABLE>

<TABLE>
<CAPTION>



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

                                                         March 31,        December 31,
                                                           2009             2008(1)
                                                           ----            -------
                                                       (unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

<S>                                         <C>               <C>           <C>
Current liabilities:

Current portion of long-term obligations               $ 1,707,000       $ 1,777,000
Note payable - bank                                          2,000           399,000
Accounts payable                                         1,395,000         1,499,000
Income taxes payable                                         6,000             6,000
Accrued expenses                                         1,025,000         1,185,000
Customer advances                                           47,000            37,000
Deferred income                                             85,000            85,000
                                                      ------------       -----------

                       Total current liabilities         4,267,000         4,988,000

Deferred income                                            235,000           257,000

Long-term obligations, net of current
 maturities                                              4,655,000         5,029,000
                                                      ------------       -----------

                       Total liabilities                 9,157,000        10,274,000
                                                      ------------        ----------

STOCKHOLDERS' EQUITY

Common stock - $.10 par value, 10,000,000 shares
  authorized, 4,856,000 and 4,772,000 shares issued
  at 2009 and 2008, respectively, and 4,600,000 and
  4,535,000 shares outstanding at 2009 and 2008,
  respectively                                             486,000           477,000
Additional paid-in capital                              21,102,000        21,032,000
Treasury stock, at cost, 256,000 and
  237,000 shares, respectively                            (572,000)         (529,000)
Accumulated other comprehensive loss, net of tax          (129,000)         (125,000)
Accumulated deficit                                     (1,482,000)       (1,129,000)
                                                       ------------       ----------

                       Total stockholders' equity       19,405,000        19,726,000
                                                       ------------       ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $28,562,000       $30,000,000
                                                      ============       ===========
<FN>


(1)  The  balance  sheet at December 31, 2008 has been derived from the audited financial statements at that date but does
not include all the information and footnotes required by accounting principles generally accepted in the United States of
America  for  complete  financial  statements.


                                                 See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>





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

                                     Three Months Ended
                                         March 31,
                                     2009          2008
                                     ----          ----
<S>                            <C>            <C>            <C>       <C>

Net sales                      $  6,047,000   $  6,610,000

Cost of sales                     3,773,000      3,975,000
                               ------------   ------------

Gross profit                      2,274,000      2,635,000
                               ------------   ------------

Selling, general and
 administrative
  expenses                        2,601,000      2,618,000
Interest expense                     46,000        102,000
Investment and
 other income, net              (    20,000)   (    96,000)
                               -------------  ------------

(Loss)income before provision
 for income taxes               (   353,000)        11,000

Provision for income
 taxes                                -               -
                               -------------    ----------

NET (LOSS) INCOME              $ (  353,000)  $     11,000
                               ============   ============

Net (loss) income per
common share:

                Basic          $      (0.08)   $     0.00
                Diluted        $      (0.08)   $     0.00


<FN>

                 See accompanying notes.
</TABLE>


<TABLE>
<CAPTION>



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


                                                                   Three Months Ended
                                                                       March 31,
                                                              2009                  2008
                                                              ----                   ----

<S>                                               <C>                                           <C>
Cash flows from operating activities:

Net (loss) income                                         $  (353,000)             $11,000

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

Share-based compensation expense                               79,000               43,000
Amortization of intangible assets                             124,000              176,000
Depreciation and amortization                                  55,000               50,000
Unrealized loss on write down
  of marketable securities                                     39,000                  -
Bond premium amortization                                       3,000                3,000
Deferred income                                               (22,000)             (21,000)

Changes in operating assets and liabilities:

Accounts receivable, net                                    3,066,000             (272,000)
Inventories                                                  (403,000)            (587,000)
Costs and estimated earnings in excess of
  billings on uncompleted contracts                              -                (403,000)
Other current assets                                           37,000               75,000
Other assets                                                    1,000                1,000
Accounts payable                                             (104,000)            (205,000)
Accrued expenses                                             (160,000)            (264,000)
Customer advances                                              10,000              453,000
                                                            ---------           ----------

Net cash provided by (used in)
  operating activities                                      2,372,000             (940,000)

Cash flows from investing activities:

Additional ICS acquisition costs                                 -                 (49,000)
Purchases of property and equipment                           (84,000)             (19,000)
Sale of property and equipment                                  7,000                  -
Sale of marketable securities                                 233,000              276,000
Purchase of marketable securities                                 -               (261,000)
                                                            ---------            ---------

Net cash provided by (used in)
  investing activities                                        156,000              (53,000)

(continued)

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

                                                                    Three Months Ended
                                                                        March 31,
                                                               2009                  2008
                                                              ------                -------
Cash flows from financing activities:

Purchase of treasury stock                                    (43,000)                  -
Proceeds from issuance of long-term debt
  and note payable-bank                                         2,000               427,000
Repayments of long-term debt
  and note payable-bank                                      (843,000)           (1,090,000)
                                                            -----------          ----------

Net cash used in financing activities                        (884,000)             (663,000)
                                                           ----------           ----------

NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                                 1,644,000            (1,656,000)
                                                           -----------            ---------

Cash and cash equivalents - January 1                       2,080,000             3,576,000
                                                           -----------            ---------

CASH AND CASH EQUIVALENTS - March 31                      $ 3,724,000          $  1,920,000
                                                          ===========          ============

Supplemental cash flow information:

Cash paid for interest                                   $    54,000          $    103,000
                                                         ===========          ============

<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 three months ended March 31, 2009 are not
necessarily  indicative  of  the  results of operations for the full year ending
December  31,  2009.

     These  condensed consolidated statements should be read in conjunction with
the  Company's consolidated financial statements for the year ended December 31,
2008  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  March  31,  2009,  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 $79,000 and $43,000 for the
three  months  ended  March  31,  2009  and  2008,  respectively.

     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:

                                               Three  Months  Ended
                                                   March  31,
                                            2009                 2008
                                            ----                 ----
Expected  Volatility                       61.86%               49.16%
Risk-free  interest  rate                   1.88%                3.70%
Expected  life  of  options  (in  years)    4.5                  3.6
Dividend  Yield                              -                    -

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

     Expected  volatility  assumptions  utilized for 2009 and 2008 were based on
the volatility of the Company's stock price for 4.5 and 3.6 years, respectively,
prior  to grant date. The risk-free rate for 2009 and 2008 is derived from the 5
and  10  year U.S. treasury yield on grant date, respectively. Expected life for
2009  was  estimated  using  the  "simplified"  method,  as  allowed  under  the
provisions  of  the  Securities  and Exchange Commission Staff Bulletin No. 107,
since  there  was no prior history of similar stock option grants. Expected life
for  2008  was based on prior history of similar 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 two to ten
years.  The  share  based  expense  for these awards was determined based on the
market  price  of  the Company's stock at the date of grant applied to the total
number  of  shares that were anticipated to vest. During the three months ending
March  31, 2009, approximately 84,000 shares of restricted stock were awarded to
senior  management  and  independent  directors  under  the  2006 Employee Stock
Incentive  Plan  and  the 2009 Independent Directors Incentive Stock Plan. As of
March  31,  2009, the Company had unearned compensation of $1,156,000 associated
with  all  of the Company's restricted stock awards, which will be expensed over
the  next  five  years.

     Stock  option  activity during the three months ended March 31, 2009, 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,  2009           591,000        $3.19             4

Granted                       85,000         2.00             6

Forfeited                   (119,000)        2.17             -

Exercised                       -              -              -
                            --------        -----        --------

Options  outstanding,
 March  31,  2009            557,000        $3.23             4
                             =======        =====             =

Outstanding  exercisable
 at  March  31,  2009        481,000        $3.36             4
                             =======        =====             =

     At  March 31, 2009 the aggregate intrinsic value of options outstanding and
exercisable  was  $335,000  and  $297,000,  respectively.

                                                                     (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  three  months  ended  March  31,  2009:

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

Nonvested  stock  options
 at  January  1,  2009         9,000              $3.06

Granted                       85,000               1.02

Vested                       (17,000)              1.39

Forfeited                     (1,000)              2.91
                            --------             -------

Nonvested  stock  options
 at  March  31,  2009         76,000              $1.14
                              ======              =====

     At March 31, 2009, there was approximately $18,000 of unearned compensation
cost  related  to the above non-vested stock options. The cost is expected to be
recognized  over  approximately  the  next  four  years.

(NOTE  2)  -  Financing  Arrangements:
--------      -----------------------

     In  November  2008,  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  the sum of 2.25% plus the one-month London Inter-bank offer
rate (LIBOR) (.51% at March 31, 2009). Outstanding borrowings under the facility
were  $2,000  at  March  31,  2009.

     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
November  2008,  the  interest  rate  was  amended  and the loan currently bears
interest  equal  to the sum of 2.25% plus the one-month LIBOR. The loan's unpaid
balance  at  March  31,  2009  was  approximately  $2,262,000.

     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 (3.25%
at  March 31, 2009) 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  November  2008 the interest rate was amended to equal the sum of
2.25%  plus the one-month LIBOR. The loan's unpaid balance at March 31, 2009 was
approximately  $350,000.
                                                                     (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. In November
2008, the interest rate was amended to equal the sum of 2.25% plus the one-month
LIBOR  rate.  The  loan's  unpaid  balance  at  March 31, 2009 was approximately
$3,750,000.


     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 3) - NetIncome (Loss) Per Common Share:
 ------    ---------------------------------

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

                                                           Three Months Ended
                                                                March 31,
                                                            2009         2008
                                                        ----------    ----------
Denominator:
     Denominator  for  basic  net  income(loss)
     per  share  -  weighted-average  common  shares     4,267,000     4,527,000

     Effect  of  dilutive  securities:
     Employee  and  directors  stock  options                -           227,000

     Unearned  portion  of  restricted  stock  awards        -            53,000
                                                          -------     ----------
     Denominator  for  diluted  net  income(loss)
     per  share  -     weighted-average  common
     shares  and  assumed  conversion                   4,267,000      4,807,000
                                                        =========      =========



     The  numerator  for  basic  and diluted net income (loss) per share for the
three  month  periods  ended  March  31,  2009  and  2008  is net income (loss).

     During  the  three  months ended March 31, 2009, the Company had a net loss
and  therefore  did  not include 14,000 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. Options to purchase 14,000 shares of common
stock  were  outstanding  during the three months ended March 31, 2008, 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  period.

                                                                     (continued)

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

     Approximately  284,000  and 197,000 shares of common stock were outstanding
during  three months ended March 31, 2009 and 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  4)  -  Cost  of  Sales:
 -------      ---------------

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

(NOTE 5) - Inventories:
-------    -----------

     Inventories are comprised of the following:

                          March 31,          December 31,
                            2009                 2008
                            ----                 ----

Raw Materials          $ 7,402,000         $ 7,108,000
Work-in-process          3,940,000           3,853,000
Finished goods             597,000             575,000
                       -----------         -----------
     TOTAL             $11,939,000         $11,536,000
                       ===========         ===========

(NOTE 6) - Fair Value of Financial Instruments:
-------    -----------------------------------

     Effective  January  1,  2008,  the  Company  adopted Statement of Financial
Accounting  Standards  No.  157, "Fair Value Measurements"("SFAS No. 157"). SFAS
No.  157  applies  to  all  assets  and  liabilities that are being measured and
reported  on  a  fair  value  basis.  SFAS  No. 157 requires new disclosure that
establishes  a framework for measuring fair value in GAAP and expands disclosure
about  fair  value  measurements.  This  statement  enables  the  reader  of the
financial  statements to assess the inputs used to develop those measurements by
establishing  a  hierarchy  for  ranking  the  quality  and  reliability  of the
information  used  to  determine fair values. The statement requires that assets
and liabilities carried at fair value will be classified and disclosed in one of
the  following  three  categories:

Level  1:  Quoted  market  prices  in  active  markets  for  identical assets or
liabilities.

Level  2:  Observable  market  based  inputs  or  unobservable  inputs  that are
corroborated  by  market  data.

Level  3:  Unobservable  inputs  that  are  not  corroborated  by  market  data.

     In  determining  the  appropriate  levels,  the Company performs a detailed
analysis  of  the  assets and liabilities that are subject to Statement No. 157.



                                                                     (continued)



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



     The table below presents the balances of assets and liabilities measured at
fair  value  on  a  recurring  basis  by  level  within  the  hierarchy.

                     Total         Level  1        Level  2         Level  3
                     -----         --------        --------         --------

Debt  Securities     $  846,000   $  846,000        $   -           $   -
                     ----------   ----------         -----           -----

Total  Assets        $  846,000   $  846,000        $   -           $   -
                     ==========   ==========         =====           =====


     The  Company's only asset or liability that is measured at fair value  on a
recurring  basis  is  marketable  securities,  based  on quoted market prices in
active  markets  and  therefore  classified  as  level  1  within the fair value
hierarchy.

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

     For  three months ended March 31, 2009 and 2008, total comprehensive income
(loss), net of tax was $(357,000) and $3,000, 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  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 three
month  periods  ended  March  31,  2009  and  2008:



                                                                     (continued)




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


                                        Three Months Ended
                                             March 31,
                                     2009                  2008
                                     ----                 ----

Net sales:
     Electronics
     Domestic                    $ 3,286,000          $ 3,997,000
     Foreign                         391,000              344,000
                                 -----------           ----------
     Total Electronics             3,677,000            4,341,000
                                 -----------           -----------
     Power Units
          Domestic                 2,223,000            1,820,000
          Foreign                    147,000              449,000
                                 -----------           ----------
     Total Power Units             2,370,000            2,269,000
                                 -----------            ---------
          Total                  $ 6,047,000          $ 6,610,000
                                 ===========          ===========

(Loss) income from operations:
     Electronics                  $ (143,000)         $   108,000
     Power Units                     181,000              223,000
Intersegment profit                  (14,000)                -
General corporate
  expenses not allocated            (351,000)            (314,000)
Interest expense                     (46,000)            (102,000)
Investment and other income, net      20,000               96,000
                                  -----------         -----------
(Loss) income before
     income taxes                $  (353,000)         $    11,000
                                 ============         ===========


(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  March  31,  2009,  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     $ ( 167,000)  $1,833,000
Contract backlog         1-5 Years      1,750,000      (1,420,000)     330,000
Non-Compete Agreements     3 Years        415,000        (356,000)      59,000
                                        ---------     ------------   ---------
                                       $4,165,000     $(1,943,000)  $2,222,000
                                       ==========     ============  ==========


     At  December  31, 2008, the Company's intangible assets other than goodwill
consist  of  the  following:
                                                                     (continued)

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

                        Estimated     Gross                          Net
                         Useful      Carrying     Accumulated      Carrying
                          Life        Value       Amortization      Value
                          ----        -----       ------------      -----
Customer relationships   15 Years   $2,000,000    $ ( 133,000)   $1,867,000
Contract backlog        1-5 Years    1,750,000     (1,338,000)      412,000
Non-Compete Agreements    3 Years      415,000       (348,000)       67,000
                                       -------     -----------   ----------
                                    $4,165,000    $(1,819,000)   $2,346,000
                                    ==========    ============   ==========

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

                       2009            $  373,000
                       2010               250,000
                       2011               133,000
                       2012               133,000
                       2013               133,000

     The  Company  recognized  amortization expense of $124,000 and $176,000 for
three  months  ended  March  31  2009  and  2008,  respectively.

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

     For  the  three  months  ended  March  31,  2009,  the Company utilized net
operating  loss  carryforwards  to  offset  income taxes. At March 31, 2009, the
Company had federal and state net operating loss carry-forwards of approximately
$20,000,000  and  $7,000,000,  respectively,  that  expire  through  2020.
Approximately,  $16,000,000  of federal net operating loss carry-forwards expire
between  2010  and  2012.

     During the three months ended March 31, 2009 and 2008, the Company recorded
a $2,000 and $5,000 increase, respectively, in its deferred tax asset due to the
tax  benefit  associated  with  its  unrealized  holding  loss  on  marketable
securities.

     The  Company recognized a $61,000 deferred tax expense for the three months
ended March 31, 2008. 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 three
months  ended  March  31,  2008,  the Company recorded a deferred tax benefit of
$61,000  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.

     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  three  month  periods  ending  March  31,  2009  and  2008.


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

(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  three  months  ending March 31, 2009 and 2008, the total
amount  paid  under  this  lease  was  approximately  $29,000  and  $28,000,
respectively.

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

     On  April  9,  2009,  the  FASB  issued FSP FAS 107-1 and APB 28-1, Interim
Disclosures  about Fair Value of Financial Instruments ("FSP 107-1").  FSP 107-1
amends  FASB  Statement  No.  107,  Disclosures  about  Fair  Value of Financial
Instruments, to require disclosures about fair value of financial instruments in
interim  financial  statements of publicly traded companies as well as in annual
financial  statements. The FSP also amends APB opinion No. 28, Interim Financial
Reporting,  to  require those disclosures in summarized financial information at
interim  reporting periods. FSP 107-1 is effective for interim reporting periods
ending  after  June  15,  2009, with early adoption permitted for periods ending
after  March  15,  2009.  In  periods  after  initial adoption, the FSP requires
comparative disclosures only for periods ending after initial adoption. Adoption
of  FSP  FAS 107-1 is not expected to have a significant impact on the Company's
consolidated  financial  statements.

     On  April  9,  2009,  the  FASB  issued  FSP  FAS  115-2 and FSP FAS 124-2,
Recognition  and Presentation of Other-Than-Temporary Impairments ("FSP 115-2").
FSP  115-2  amends  the  other-than-temporary  impairment  guidance  for  debt
securities.  FSP 115-2 modifies the intent and ability indicator for recognizing
other-than-temporary  impairment,  and  changes  the  trigger used to assess the
collectibility  of  cash flows from probable that the investor will be unable to
collect  all  amounts  due  to  the entity does not expect to recover the entire
amortized  cost  basis  of  the  security.  FSP  115-2  changes the total amount
recognized  in earnings when there are credit losses associated with an impaired
debt  security  and  management asserts that it does not have the intent to sell
the  security  and  it is more likely than not that it will not have to sell the
security  before  recovery  of  its  cost  basis. The difference between the new
amortized  cost  basis  and  the  cash  flows  expected to be collected shall be
accreted  as  interest  income.  FSP  115-2  is  effective for reporting periods
ending  after June 15, 2009. The Company does not expect initial adoption of FSP
115-2  to  have  a  significant  impact  on  its  financial  statements.



                                                                     (continued)




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



     On  April  9,  2009,  the FASB issued FSP FAS 157-4, Determining Fair Value
When  the  Volume  and  Level  of  Activity  for  the  Asset  or  Liability have
Significantly  Decreased and Identifying Transactions that are not Orderly ("FSP
157-4").  FSP  157-4  provides  additional guidance for estimating fair value in
accordance  with  SFAS 157 when the volume and level of activity for an asset or
liability  have  significantly  decreased.  FSP 157-4 identifies several factors
that  a  reporting  entity should evaluate to determine whether there has been a
significant  decrease  in  the  volume  and  level  of  activity for an asset or
liability.  If  the  reporting  entity  concludes  there  has been a significant
decrease  in  the  volume  and  level  of activity for the asset or liability in
relation  to  normal  market  activity, transactions or quoted prices may not be
determinative  of  fair  value (for example, there may be increased instances of
transactions  that  are  not  orderly),  further analysis of the transactions or
quoted  prices  is  needed,  and a significant adjustment to the transactions or
quoted  prices  may  be necessary to estimate fair value in accordance with SFAS
157.  FSP  157-4  reiterates  that  even in circumstances where there has been a
significant  decrease  in  the  volume  and  level  of activity for the asset or
liability  and regardless of the valuation technique(s) used, the objective of a
fair  value measurement remains the same.  Fair value is the price that would be
received  to  sell  an  asset  or  paid  to  transfer  a liability in an orderly
transaction  (that  is,  not  a  forced  liquidation or distressed sale) between
market participants at the measurement date under current market conditions. FSP
157-4 is effective for reporting periods ending after June 15, 2009. Adoption of
FSP  157-4  is  not  expected  to  have a significant impact on the 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 March 31, 2009, the Company repurchased approximately
20,000  shares  of  its  common  stock at an average purchase price of $2.18 per
share.  Total  cash  consideration  for  the repurchased stock was approximately
$43,000.  From  August  2008  through  May  8,  2009,  the  Company  purchased
approximately 263,000 shares of its common stock for total cash consideration of
$592,000  representing  an  average  purchase  price  of  $2.25  per  share.





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



(NOTE 14) - Subsequent Event:
---------   -----------------

     In  April  2009,  the  Company's  Tulip subsidiary entered into a five year
lease  for  a  new  operating facility commencing November 1, 2009. Monthly rent
payments  will be approximately $15,300 for the first two years of the lease and
approximately $16,600, $17,200 and $17,800 for years three, four and five of the
lease,  respectively.  The  lease  includes  two five year renewable options and
Tulip is also responsible for partial occupancy costs from April 1, 2009 through
October  31,  2009.

<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 ended March 31, 2009 and
March 31, 2008 include the results of ICS which was acquired effective, December
31,  2007.  The  Company  recorded a decrease in operating results for the three
months  ended  March  31,  2009  compared  to  the  prior  period primarily from
decreased  sales  by  ICS  due  to  a  delay in orders on the MK 119 Gun Console
system.   Sales  decreased  by  8.5% for the quarter due to lower sales from the
Electronics  Group and despite higher sales from the Power Group. In addition to
lower  sales, the Company realized lower gross margins, a decrease in investment
and  other  income  which  despite  slightly  lower  selling,  general  and
administrative  expenses  and  lower interest expense, resulted in a net loss of
$353,000  for  the  three  months ended March 31, 2009 compared to net income of
$11,000  in  the  prior  period.

     Our  backlog  at  March  31, 2009 was approximately $14,300,000 compared to
$13,700,000  at  March  31,  2008.  In  addition,  the Company expects increased
bookings  in  the  coming  months,  particularly  on  the  MK 119 for ICS and an
additional  order  for  Remote  Control Units for the Orbit Instrument Division.
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
very  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 and we expect improved operating results in the next three
quarters  and  in  particular,  the  second  half  of  2009.

     Our  success  of  the  past  few  years  has significantly strengthened our
balance  sheet  evidenced  by  our 5.0 to 1 current ratio at March 31, 2009.  We
currently  have  a  $3,000,000  credit  facility  in place. As a result of lower
profitability  related  to  customer  shipping  delays  in  the first and second
quarter  of  2008,  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  ended  December 31, 2008 and March 31, 2009.  Beginning with
the  quarterly  period  ending  June 30, 2009, the covenants will revert back to
their  original ratios with a modification to a certain financial ratio covenant
definition.    The Company was in compliance with all its financial covenants at
March  31,  2009.



     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  period  from  August  2008  through  March  31,  2009,  the Company
repurchased approximately 256,000 shares at an average price of $2.23 per share.
Total  consideration for the repurchased stock was approximately $572,000.  From
August  through  May 8, 2009, the Company purchased approximately 263,000 shares
of  its  common  stock  for total cash consideration of $592,000 representing an
average  price  of  $2.25  per  share.

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,  revenue and cost recognition on long-term contracts accounted for
under  the  percentage-of-completion method, and other than temporary impairment
on marketable securities.  These estimates and judgments are based on historical
experience  and  various  other  assumptions  that are believed to be reasonable
under  current business conditions and circumstances.  Actual results may differ
from  these  estimates  under  different assumptions or conditions.  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  December  31,  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 $20,000,000
and  $7,000,000,  respectively  that  expire  through  2020.  Approximately,
$16,000,000 of federal net operating loss carry-forwards expire between 2010 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.

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

     The Company has significant intangible assets related to goodwill and other
acquired  intangibles.  In  determining the recoverability of goodwill and other
intangibles,  assumptions  are  made  regarding  estimated future cash flows and
other  factors  to determine the fair value of the assets.  After completing the
impairment testing of goodwill and other intangible assets pursuant to Statement
of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other Intangible
Assets" ("SFAS 142"), the Company concluded an impairment charge should be taken
at  December  31, 2008 in connection with the recorded goodwill arising from its
acquisitions  made  between  2005  and  2007.  If  estimates  or  their  related
assumptions used in the current testing change in the future, the Company may be
required  to  record  further  impairment  charges.

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 $79,000 for the three months ended March
31,  2009.  The  estimated  fair value of stock options granted in 2009 and 2008
were  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.

Other  than  Temporary  Impairment
----------------------------------

     The  Company currently has in excess of $800,000 invested in government and
corporate  bonds.  The  Company  treats  its  investments  as available for sale
pursuant to SFAS No. 115 which requires the Company to assess its portfolio each
reporting  period  to  determine whether declines in fair value below book value
are  considered  to be other than temporary.  If the impairment is determined to
be  other  than  temporary,  the  investment  is  written  down  to cost and the
write-down  is  included  in  earnings  as  a  realized  loss, and a new cost is
established  for  the  security.  Any  subsequent  recovery in fair value is not
recognized  until  the  security  either  is  sold or matures.  The Company uses
several  factors  in  its  determination  of  whether  an  other  than temporary
impairment of one of its securities has occurred including i) the length of time
and  extent  to  which  market  value has been less than cost; ii) the financial
condition  and near term prospects of the issuer; iii) the intent and ability of
the  Company to retain its investment in the issuer to allow for any anticipated
recovery in market value; iv) whether a decline in fair value is attributable to
adverse  conditions  specifically related to the security or specific conditions
in  an  industry and v) whether interest payments continue to be made.  Although
the  Company  received  all its interest payments during the current quarter, it
took  an  other  than  temporary  impairment write-down of $39,000 for the three
months  ended March 31, 2009 consisting of bonds held in two separate issuers in
which  it  determined  the  decline  in fair value was due to adverse conditions
specifically  related  to  the  security  or specific conditions in an industry.

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

Three  month  period  ended  March  31,  2009  v.  March  31,  2008
-------------------------------------------------------------------

     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 month period
ended  March  31,  2009 and March 31, 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 March 31, 2009
decreased by 8.5% to $6,047,000 from $6,610,000 for the three month period ended
March  31,  2008  principally  due to lower sales from the Electronics Group and
despite  increased sales from the Power Group.  Sales from the Electronics Group
decreased by 15.3%, due principally to the delay of new orders for ICS on the MK
119  Gun  Console  System  which  had an adverse effect on revenue since work on
this contract is accounted for under the percentage of completion method.  Sales
also  decreased at Tulip but increased for the Orbit Instrument Division.  Sales
from  the  Power  Group  increased  by 4.5% from the prior year due to increased
sales  from  its  custom  division  and  despite lower sales from its commercial
division.
     Gross  profit,  as  a percentage of sales, for the three months ended March
31,  2009  decreased  to 37.6% from 39.9% for the three month period ended March
31,  2008.  This  decrease resulted from a lower gross profit from the Company's
Electronics  Group  resulting  from  inefficient  labor  costs at ICS due to the
aforementioned  delay  in  orders,  a  decrease  in  gross profit from the Orbit
Instrument  Division  due  to  product  mix  and  despite  a higher gross profit
realized  by  Tulip.  Gross  profit from the Power Group also slightly decreased
during  the  current  period  due  to  product  mix.

     Selling,  general and administrative expenses decreased slightly by 0.6% to
$2,601,000  for  the three month period ended March 31, 2009 from $2,618,000 for
the  three  month  period ended March 31, 2008 principally due to lower selling,
general and administrative expenses from the Electronics Group that was slightly
offset  by  higher  selling,  general and administrative expenses from the Power
Group  and higher corporate costs. Selling, general and administrative expenses,
as  a  percentage  of  sales,  for  the  three month period ended March 31, 2009
increased  to  43.0%  from 39.6% for the three month period ended March 31, 2008
principally  due  to  a  decrease  in sales that was slightly offset by a slight
decrease  in  costs.

     Interest  expense  for  the  three months ended March 31, 2009 decreased to
$46,000  from $102,000 for the three months ended March 31, 2008, resulting from
a  decrease  in the amounts owed to lenders in the current period due to the pay
down  of  its  term  debt  and  to  a  decrease  in  interest  rates.

     Investment and other income for the three month period ended March 31, 2009
decreased  to  $20,000  from  $96,000 for the three-month period ended March 31,
2008  principally  due  to a decrease in the amounts invested during the current
period,  a  decrease  in  interest  rates  and  a  $39,000  other than temporary
impairment  charge  related  to  certain  corporate  bonds  held by the Company.

     Net loss was $353,000 for the three months ended March 31, 2009 compared to
net income of 11,000 for the three months ended March 31, 2008.  The decrease in
income  was principally due to the decrease in sales from the Electronics Group,
a  decrease  in  gross  profit,  a  decrease  in investment and other income and
despite  a  slight  decrease in selling, general and administrative expenses and
interest  expense.

     There was no income tax provision for the three months ended March 31, 2009
or  March  31,  2008.

     Earnings  before interest, taxes and depreciation and amortization (EBITDA)
for  the  three months ended March 31, 2009 decreased to a loss of $128,000 from
income  of  $339,000 for three months ended March 31, 2008.  Listed below is the
EBITDA  reconciliation  to  net  income:

                                        Three  months  ended
                                             March  31,
                                             ----------
                                    2009                     2008
                                    ----                     ----

Net  income                      $(353,000)               $  11,000
Interest  expense                   46,000                  102,000
Income  tax  expense                   0                       0
Depreciation  and  amortization    179,000                  226,000
                                   -------                  -------
EBITDA                           $(128,000)                $339,000
                                 ==========                ========

     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.

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

     Working  capital  decreased  to  $16,870,000  at March 31, 2009 compared to
$17,136,000  at  December  31,  2008.  The  ratio  of  current assets to current
liabilities  was 5.0 to 1 at March 31, 2009 compared to 4.4 to 1 at December 31,
2008.  The  reduction  in  working capital was primarily attributable to the net
loss  for  the  period,  repayments  of debt and the purchase of treasury stock.

     Net  cash provided by operations for the three month period ended March 31,
2009  was  $2,372,000,  primarily  attributable  to  the  decrease  in  accounts
receivable  and  the  non-cash amortization of intangible assets and despite the
net  loss for the period, the increase in inventory and the decrease in accounts
payable  and  accrued  expenses. Net cash used in operations for the three month
period  ended March 31, 2008 was $940,000, primarily attributable to an increase
in  accounts receivable, inventory and costs and estimated earnings in excess of
billings,  a  decrease  in accounts payable and accrued expenses and despite the
non  cash  amortization  of  intangible  assets  and  the  increase  in customer
advances.

     Cash  flows  provided  by  investing  activities for the three month period
ended  March  31,  2009  was  $156,000,  primarily  attributable  to the sale of
marketable  securities and the sale of fixed assets that was partially offset by
the  purchase  of  fixed assets. Cash flows used in investing activities for the
three  month  period ended March 31, 2008 was $53,000, primarily attributable to
the  purchase  of  marketable  securities, property and equipment and additional
costs  associated with the ICS acquisition that was partially offset by the sale
of  marketable  securities.

     Cash  flows  used  in financing activities for the three month period ended
March  31,  2009  was  $884,000, primarily attributable to the repayment of long
term  debt  and  the  purchase  of  treasury stock. Cash flows used in financing
activities  for  the  three  month  period  ended  March  31, 2008 was $663,000,
primarily  attributable to the repayment of long term debt and note payable-bank
that  was partially offset from loan proceeds from the Company's line of credit.

     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 ("Tulip term
Loan")  and  its manufacturing affiliate.  In December 2007, the Company entered
into  a  five-year $4,500,000 Term Loan Agreement to finance the acquisition  of
ICS  ("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(.51%  at  March  31,  2009)  depending  on  a  matrix related to a certain
financial  covenant.  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.

     In  April  2005, the Company entered into a five year $2,000,000 Promissory
Note  with  the  selling  shareholders of Tulip ("Tulip Shareholder Note") at an
interest rate of prime plus 2.00% (3.25% at March 31, 2009).  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 a new Term
Loan,  monthly payments of $35,000 will be made over a thirty-month period along
with  accrued  interest  pursuant  to  the  interest  terms  described  below.

     As  a  result of lower profitability related to customer shipping delays in
the first and second quarter of 2008, 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  with the quarter ending 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  a  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. The Company was in
compliance  with  all  its  financial  covenants  at  March  31,  2009.

     The Company's contractual obligations and commitments as of March 31, 2009,
are  summarized  as  follows:

                                     Less  than       1-2           3-5
                         Total       One  Year        Years        Years
                         -----        ----------      ------       ------
Long-term  debt        $6,362,000    $1,707,000    $2,833,000   $1,822,000
Note  Payable-bank          2,000         2,000         -            -
Employment
 Contracts              3,712,000     2,086,000     1,626,000        -
Operating  leases       2,963,000       727,000     1,457,000      779,000
                        ---------   -----------     ---------    ---------
Total  contractual
Obligations           $13,039,000    $4,522,000    $5,916,000   $2,601,000
                       ==========    ==========    ==========   ==========


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

     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  period  from  August  2008  through  March  31,  2009,  the Company
repurchased approximately 256,000 shares at an average price of $2.23 per share.
Total  consideration for the repurchased stock was approximately $572,000.  From
August  through  May 8, 2009, the Company purchased approximately 263,000 shares
of  its  common  stock  for total cash consideration of $592,000 representing an
average  price  of  $2.25  per  share.

     Inflation  has  not  materially  impacted  the  operations  of the Company.

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

     During  the second quarter of 2008, 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 caused a delay in a significant amount of shipments
scheduled  throughout  2008  which  resulted  in  a  decrease  in  revenue  and
profitability  for  2008.  The  Division  worked  closely with this customer and
shipment  of  the  units  resumed  in the third quarter.  However, a significant
number  of  units  scheduled  for  shipment  by  December 31, 2008 are now being
shipped  in 2009. In addition, that same customer has approached the Company and
requested  a  modification  to  the  existing  Memorandum  of  Agreement so that
additional  units  may  be  procured  before  the  end of the year.  The Company
expects this modification to be completed shortly and purchase orders to follow.
In  addition,  ICS  experienced  a delay in the award for its MK 119 Gun Console
System  which affected its first quarter of 2009 shipments.  This award is still
being  delayed although ICS has been assured that these orders have been given a
high  priority  by  the  government contracting office.  Once received, ICS will
most likely apply a very intense labor effort in order to meet contract delivery
schedules.  Shipment  delays  related  to  contracting,  funding and engineering
issues are commonplace in our industry and could, in the future, have an adverse
effect  of  the  financial  performance  of  the  Company.

     The  Power  Group  had  a record year of bookings and revenue in 2008.  The
commercial  division  of  the  Power Group has historically been vulnerable to a
weak  economy.  However,  bookings in the commercial division were sustained and
bookings  from  the custom division remained fairly strong near the end of 2008.
However,  due  to  current  economic  conditions  and  their  effect  on capital
spending,  the  Power  Group's commercial division has experienced a decrease in
bookings  in  the first quarter 2009, however, it has been offset by very strong
bookings  in  its  custom  division.

     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 increasing 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. During 2007 and in 2008, due to shipping schedules, the Company's
second  half  of  the year was stronger than the first half. Due to the contract
delay in the first quarter experienced by ICS, we expect in 2009 as well to have
a  stronger  operating  performance  in  the  second  half  of  the  year.

     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
additions  of  Tulip  and  ICS  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.     However,
due  to  current economic conditions and tightening of credit markets, there can
be no assurance that the Company 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, however, there is no assurance that
an  acquisition  will  be  completed  in  2009.

     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  Risks

     See Part II, Item 7A "Quantitative and Qualitative Disclosures About Market
Risk",  of  the Company's Annual Report on Form 10-K for the year ended December
31,  2008 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,  2008.


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 March 31, 2009 that has materially
affected,  or  is  reasonably  likely to materially affect, our internal control
over  financial  reporting.


<PAGE>



PART  II-  OTHER  INFORMATION

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

<TABLE>
<CAPTION>
ISSUER'S PURCHASE OF EQUITY SECURITIES:
<S>                     <C>               <C>                  <C>                       <C>
                        (a)               (b)                  (c)                       (d)
                                                               Total Number of           Maximum Number(or
                        Total                                  Shares(or Units)          Approximate Dollar Value)
                        Number of                              Purchased as part of      of Shares(or Units) that May
                        Shares (or Units) Average Price Paid   Publicly Announced        Yet be Purchased Under the
Period                  Purchased         per Share(or Unit)   Plans or Programs         Plans or Programs
-------                 ---------         ------------------   ------------------        -----------------------------
January  1-31, 2009        3,324               $ 2.26                 3,324                     $ 2,463,000
February 1-28, 2009        7,381               $ 2.04                 7,381                     $ 2,448,000
March    1-31, 2009        8,888               $ 2.27                 8,888                     $ 2,428,000
                        --------               ------              --------                    --------------
Total                     19,593               $ 2.18                19,593                     $ 2,428,000
</TABLE>

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:     May 15, 2009            /s/ Dennis Sunshine
                                    -------------------
                                   Dennis Sunshine, President,
                                   Chief Executive Officer and
                                   Director



Dated:     May 15, 2009            /s/Mitchell Binder
                                   ------------------
                                   Mitchell Binder, Executive
                                   Vice President, Chief
                                   Financial Officer
                                   and Director