UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

OR

Commission File Number I-4383

 (Exact name of registrant as specified in its charter)

(Address of principal executive offices)

Note 1. Basis of Presentation

In the opinion of management the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the results for such periods.  The results for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of assets and liabilities.  On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, income taxes, and stock-based compensation.  Management bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  These financial statements should be read in conjunction with the Company's most recent audited financial statements included in its report on Form 10-K for the year ended June 30, 2009.

Note 2. Net Income per Share

Basic net income per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company.  As Unearned ESOP shares are released or committed-to-be-released the shares become outstanding for earnings-per-share computations.

The Company follows Statement of Financial Accounting Standards No. 123(R) (FASB ASC 718) in establishing standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, as well as transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that maybemay be settled by the issuance of those equity instruments.  FASB ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements based on the fair value of the share-based payment.  FASB ASC 718 establishes fair value as the measurement objective in accounting for share-based payment transactions with employees, except for equity instruments held by employee share ownership plans.

Total stock-based compensation expense recognized in the Statement of Income for the three month period ended DecemberMarch 31, 20092010 and 2008,2009, was $25,552 and $29,083,$26,945, respectively, before income taxes.  The related total deferred tax benefit was approximately $2,183$2,043 and $2,477$2,399 for the three month period ended DecemberMarch 31, 20092010 and 2008,2009, respectively.  Total stock-based compensation expense recognized in the Statement of Income for the sixnine month period ended DecemberMarch 31, 2010 and 2009, was $76,408 and 2008, was $50,856 and $58,166,$85,111, respectively, before income taxes.  The related total deferred tax benefit was approximately $4,660$6,703 and $4,954$7,353 for the sixnine month period ended DecemberMarch 31, 20092010 and 2008,2009, respectively.  FASB ASC 718 requires the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options to be classified and reported as both an operating cash outflow and a financing cash inflow on a prospective basis upon adoption.

As of DecemberMarch 31, 2009,2010, there was approximately $71,132$45,580 of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over the next 1.751.5 years.  The total deferred tax benefit related to these awards is approximately $6,343.$4,013.

The Company has one employee stock option plan under which options may be granted, the 2007 Stock Option and Restricted Stock Plan (the "2007 Plan"). The Board of Directors may grant options to acquire shares of common stock to employees of the Company at the fair market value of the common stock on the date of grant.  Generally,

FASB ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option valuation model, which incorporates various assumptions including those for volatility, expected life and interest rates.

The table below outlines the weighted average assumptions that the Company used to calculate the fair value of each option award for the six monthsnine month periods ended DecemberMarch 31, 2009:2010 and 2009 were as follows:

The Company pays dividends quarterly and anticipates that it will be able to continue to pay dividends in the foreseeable future. Expected stock price volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options. The expected option life (in years) represents the estimated period of time until exercise and is based on actual historical experience.

The following table summarizes stock option activity during the threenine months ended DecemberMarch 31, 2009:2010:

The intrinsic value of stock options exercised was $10,373$23,046 and $18,495,$21,073, during the sixnine months ended DecemberMarch 31, 20092010 and 2008,2009, respectively.  The intrinsic value of stock options outstanding and exercisable as of DecemberMarch 31, 2010 and 2009 was $176,420 and 2008 was $123,394 and $90,637,$25,120, respectively.

The Company at certain times enters into standby letters of credit agreements with financial institutions primarily relating to the guarantee of future performance on certain contracts.  Contingent liabilities on outstanding standby letters of credit agreements aggregated to zero at DecemberMarch 31, 2009.2010.  As a government contractor, the Company is continually subject to audit by various agencies of the U.S. Government to determine compliance with various procurement laws and regulations.  As a result of such audits and as part of normal business operations of the

Note 5.  Recently Issued Accounting Standards

In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 165, Subsequent Events (FASB ASC 855-10).  FASB ASC 855-10 establishes principles and requirements for subsequent events.  FASB ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009.  Adoption of FASB ASC 855-10 did not have a material effect on the company’s financial statements.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 168 (“SFAS 168”), The FASB Accounting Standards Codification ("Codification") and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. Under the provisions of SFAS 168, the Codification will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. The rules and interpretive releases of the SEC under authority of the federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative.  The provisions of SFAS 168 are effective for financial statements issued for interim and annual periods endingended after September 15, 2009.  Adoption of SFAS 168 had no effect on the company's financial statements.

In September 2009, the FASB issued ASC 605-25 for revenue recognition with multiple deliverables. These new standards impact the determination of when the individual deliverables included in a multiple-element arrangement may be treated as separate units of accounting. Additionally, these new standards modify the manner in which the transaction consideration is allocated across the separately identified deliverables by no longer permitting the residual method of allocating arrangement consideration. These new standards are effective in fiscal years beginning on or after June 15, 2010, however early adoption is permitted. The Company is currently assessing the potential impact, if any, of the guidance on its financial statements.

The Company sponsors a leveraged employee stock ownership plan (the "ESOP") that covers all nonunion employees who work 1,000 or more hours per year and are employed on June 30.  The Company makes annual contributions to the ESOP equal to the ESOP's debt service less dividends on unallocated shares received by the ESOP.  All dividends on unallocated shares received by the ESOP are used to pay debt service.  Dividends on allocated ESOP shares are recorded as a reduction of retained earnings.  As the debt is repaid, shares are released and allocated to active employees, based on the proportion of debt service paid in the year.  The Company accounts for its ESOP in accordance with FASB ASC 718.  Accordingly, the shares purchased by the ESOP are reported as Unearned ESOP Shares in the statement of financial position.  As shares are released or committed-to-be-released, the Company reports compensation expense equal to the current average market price of the shares, and the shares become outstanding for earnings-per-share (EPS) computations.   ESOP compensation expense was $108,843$110,530 and $110,485$97,360 for the three month periods ended DecemberMarch 31, 20092010 and 2008,2009, respectively.  ESOP compensation expense was $199,742$310,273 and $228,903$326,263 for the sixnine month periods ended DecemberMarch 31, 20092010 and 2008,2009, respectively.    The ESOP shares as of DecemberMarch 31, 20092010 and 20082009 were as follows:

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Espey Mfg. & Electronics Corp. (the "Company") located in Saratoga Springs, New York, is engaged principally in the development, design, production and sale of specialized electronic power supplies, a wide variety of transformers and other types of iron-core components, and electronic system components. In some cases, the Company manufactures such products in accordance with pre-developed mechanical and electrical requirements (“build to print”). In other cases, the Company is responsible for both the overall design and manufacture of the product. The Company does not generally manufacture standardized components and does not have a product line.  The products manufactured by the Company find application principally in (i) shipboard and land based radar, (ii) locomotives, (iii) aircraft, (iv) short and medium range communication systems, (v) navigation systems, and (vi) land-based military vehicle artillery.

Business is solicited from large industrial manufacturers and defense companies, the government of the United States, foreign governments and major foreign electronic equipment companies.  In certain countries the Company has external sales representatives to help solicit and coordinate foreign contracts. The Company is also on the eligible list of contractors of agencies of the United States Department of Defense and generally is automatically solicited by such agencies for procurement needs falling within the major classes of products produced by the Company. In addition, the Company directly solicits bids from the United States Department of Defense for prime contracts.

There is competition in all classes of products manufactured by the Company from divisions of the largest electronic companies, as well as many small companies. The Company's sales do not represent a significant share of the industry's market for any class of its products. The principal methods of competition for electronic products of both a military and industrial nature include, among other factors, price, product performance, the experience of the particular company and history of its dealings in such products. The Company, as well as other companies engaged in supplying equipment for military use, is subject to various risks, including, without limitation, dependence on United States and foreign government appropriations and program allocations, the competition for available military business, and government termination of orders for convenience.

New orders received in the first sixnine months of fiscal 2010 were approximately $7.6$13.7 million, representing a 34%3.8% decrease overfrom the amount of new orders received in the first sixnine months of fiscal 2009.  These orders are in line with the Company’s strategy of getting involved in long-term high quantity military and industrial products and are predominately for follow-on production of mature products.  The Company's backlog was $33.9$33.1 million at DecemberMarch 31, 2010 which includes $21.3 million from three customers compared to $40.0 million at March 31, 2009 which includes $23.0 million from three significant customers compared to $44.0 million at December 31, 2008 which included $24.6$20.9 million from two significant customers.  The backlog for the Company represents the estimated remaining sales value of work to be performed under firm contracts.

Net sales to three significant customers represented 48.0%64% of the Company's total sales for the three-month period ended DecemberMarch 31, 20092010 while sales to two significant customers represented 67.1%59% of the Company's total sales for the three-month period ended DecemberMarch 31, 2008,2009, respectively.  Sales to twothree significant customers represented 50.9% of the Company's total sales for the six-monthnine month period ended DecemberMarch 31, 2009 and 20082010 while sales to two significant customers represented 46.0% and 69.4%65.7% of the Company's total sales for the nine month period ended March 31, 2009, respectively.  Historically, a small number of customers have accounted for a large percentage of the Company’s total sales in any given fiscal year.  Even though our business tends to be concentrated in several customers, the make upmakeup of those customers is constantly changing.  For several years, management has pursued opportunities with current and new customers with an overall objective of lowering the concentration of sales, mitigating excessive reliance upon a single major product of a particular program and minimizing the impact of the loss of a single significant customer.  Management continues to evaluate its business development functions and potential revised courses of action.

Management, along with the Board of Directors, continues to evaluate the need and use of the Company’s working capital.  Expectations are that the working capital will be required to fund any increase in orders over the next several quarters, dividend payments, and general operations of the business.  Also, the Mergers and Acquisitions Committee of the Board of Directors continues to evaluate potential strategic options on a periodic basis.

Critical Accounting Policies and Estimates

Management believes our most critical accounting policies include revenue recognition and estimates to completion.

A significant portion of our business is comprised of development and production contracts.  Generally, revenues on long-term fixed-price contracts are recorded on a percentage of completion basis using units of delivery as the measurement basis for progress toward completion.

Percentage of completion accounting requires judgment relative to expected sales, estimating costs and making assumptions related to technical issues and delivery schedule.  Contract costs include material, subcontract costs, labor and an allocation of overhead costs.  The estimation of cost at completion of a contract is subject to numerous variables involving contract costs and estimates as to the length of time to complete the contract.  Given the significance of the estimation processes and judgments described above, it is possible that materially different amounts of expected sales and contract costs could be recorded if different assumptions were used, based on changes in circumstances, in the estimation process.  When a change in expected sales value or estimated cost is determined, changes are reflected in current period earnings.

Results of Operations

For the three months ended DecemberMarch 31, 20092010 and 20082009 gross profits were $1,462,093$1,838,782 and $625,930,$1,732,812, respectively.  Gross profit as a percentage of sales was 24.9%26.4% and 10.1%25.8%, for the three months ended DecemberMarch 31, 20092010 and 2008,2009, respectively.  For the sixnine months ended DecemberMarch 31, 20092010 and 20082009 gross profits were $3,520,295$5,359,077 and $1,777,205,$3,510,017, respectively.  Gross profit as a percentage of sales was 27.6%27.2% and 14.5%18.5%, for the sixnine months ended DecemberMarch 31, 20092010 and 2008,2009, respectively.  The primary factor in determining gross profit and net income is product mix.  The gross profits on mature products and build to print contracts are higher as compared to products which are still in the engineering development stage or in the early stages of production.  In any given accounting period the mix of product shipments between higher margin mature programs and less mature programs, including loss contracts, has a significant impact on gross profit and net income.  The increased gross profit and gross profit percentage in the three and sixnine months ended December 31, 2009,March 2010, was primarily the result of favorable product mix with only minor cost overruns related to loss contracts.  For the sixnine months ended DecemberMarch 31, 20082009 the Company had unexpected losses incurred on two programs with significant engineering and production time required for design efforts.  These two programs experienced significant cost overruns due to extended product qualification testing and difficulties moving the products from engineering design into full production.  Currently, one program has completed qualification testing and has moved into full production.  The other program is still in qualification testing and has made significant progress towards completion.

Management continues to evaluate the Company’s workforce to ensure that production and overall execution of the backlog orders and additional anticipated orders are successfully obtained and executed.  Employment of full time equivalents at DecemberMarch 31, 20092010 was 165170 compared to 171166 people at DecemberMarch 31, 2008.2009.

The effective income tax rate at DecemberMarch 31, 2010 and 2009 was 26.9% and 2008 was 26.8% and 31.7%31.8%, respectively.  The effective tax rate is less than the statutory tax rate mainly due to the benefit the Company receives on its Qualified Production Activities and the benefit derived from the ESOP dividends paid on allocated shares.

Liquidity and Capital Resources

The Company's working capital is an appropriate indicator of the liquidity of its business, and during the past three fiscal years, the Company, when possible, has funded all of its operations with cash flows resulting from operating activities and when necessary from its existing cash and investments. The Company did not borrow any funds during the last three fiscal years.

The Company's working capital as of DecemberMarch 31, 20092010 and 20082009 was approximately $24.1$24.5 million and $23.8$24.1 million, respectively.  During the three months ended DecemberMarch 31, 2010 and 2009 the Company repurchased 0 and 200814,350 shares, respectively, of its common stock for a total purchase price of $0 and $209,035, respectively.  Of the total purchases, 0 shares and 10,699 shares, respectively, were purchased from the Company's Employee Retirement Plan and Trust ("ESOP") for a purchase price of $0 and $157,222, respectively.  All remaining shares were purchased on the open market.  During the nine months ended March 31, 2010 and 2009 the Company repurchased 23,513 and 2,80519,899 shares, respectively, of its common stock for a total purchase price of $452,155 and $50,471,$311,545, respectively.  Of the total purchases, 23,513 shares and 80011,499 shares, respectively, were purchased from the Company's Employee Retirement Plan and Trust ("ESOP") for a purchase price of $452,155 and $14,400, respectively.  All remaining shares were purchased on the open market.  During the six months ended December 31, 2009 and 2008 the Company repurchased 23,513 and 5,549 shares, respectively, of its common stock for a total purchase price of $452,155 and $102,510, respectively.  Of the total purchases, 23,513 shares and 800 shares, respectively, were purchased from the Company's Employee Retirement Plan and Trust ("ESOP") for a purchase price of $452,155 and $14,400,$171,662, respectively.  All remaining shares were purchased on the open market.  Under existing authorizations from the Company's Board of Directors, as of DecemberMarch 31, 2009,2010, management is authorized to purchase an additional $1,236,300 million of Company stock.

The Company currently believes that the cash flow generated from operations and when necessary, from cash and cash equivalents, will be sufficient to meet its long-term funding requirements for the foreseeable future.

During the sixnine months ended DecemberMarch 31, 20092010 and 2008,2009, the Company expended $290,965$386,029 and $185,801,$211,952, respectively, for plant improvements and new equipment. The Company has budgeted approximately $450,000 for new equipment and plant improvements in fiscal 2010.  Management anticipates that the funds required will be available from current operations.

The Company at certain times enters into standby letters of credit agreements with financial institutions primarily relating to the guarantee of future performance on certain contracts.  Contingent liabilities on outstanding standby letters of credit agreements aggregated to zero at DecemberMarch 31, 20092010 and DecemberMarch 31, 2008.2009.

This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  The terms "believe," "anticipate," "intend," "goal," "expect," and similar expressions may identify forward-looking statements.  These forward-looking statements represent the Company's current expectations or beliefs concerning future events.  The matters covered by these statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including the Company's dependence on timely development, introduction and customer acceptance of new products, the impact of competition and price erosion, supply and manufacturing constraints, potential new orders from customers and other risks and uncertainties.  The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is a smaller reporting company as defined under Securities and Exchange Commission Rule 12b-2. Pursuant to the exemption available to smaller reporting company issuers under Item 305 of Regulation S-K, quantitative and qualitative disclosures about market risk, the Company is not required to provide the information for this item.

Item 4T. Controls and Procedures

(a) The Company's management, with the participation of the Company's chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) There have been no changes in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.