8-K

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

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                                    FORM 8-K

                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                February 9, 2004
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                Date of Report (Date of earliest event reported)

                          ESPEY MFG & ELECTRONICS CORP.
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             (Exact name of registrant as specified in its charter)

            New York                     1-4383                  14-1387171
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     (State or other jurisdiction (Commission File Number)    (I.R.S. Employer
         of incorporation)                                   Identification No.)

              233 Ballston Avenue, Saratoga Springs, New York 12866
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               (Address of principal executive offices) (Zip Code)



      (Registrant's telephone number, including area code): (518) 584-4100
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Item 12.  Results of Operations and Financial Condition

On February 9, 2004 Espey Mfg. & Electronics Corp. issued a press release
announcing its financial results for the fiscal quarter ended December 30, 2003.
A copy ofthe press release is furnished as Exhibit 99.1 to this report. The
informationin this report shall not be deemed to be filed for purposes of
Section 18 of theSecurities Exchange Act of 1934 (the Exchange Act), as amended,
or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.                Document
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99.1                       Press Release dated February 9, 2004




                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       ESPEY MFG. & ELECTRONICS CORP.


                                       /s/ David A. O'Neil
                                       -----------------------------------
                                       David A. O'Neil
                                       Treasurer and Principal Financial Officer


Dated: February 9, 2004

EX-99.1

                                                                    EXHIBIT 99.1


                         [ESPEY LETTERHEAD LOGO OMITTED]





FOR IMMEDIATE RELEASE
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Espey Reports 2nd Quarter Results-
Increases in both revenues and profits...

Saratoga  Springs,  NY;  February  9,  2004-  Espey Mfg.  &  Electronics  Corp.,
(AMEX:ESP)  reported  results for its second  quarter of fiscal 2004 and the six
months ended December 31, 2003.

For the second  quarter  fiscal 2004, net sales rose to $5.9 million as compared
with last year's  second  quarter net sales of $5.4 million.  This  represents a
9.3% sales increase over last year's second  quarter.  Net income for the period
increased  to $61,430 or $.06 per share as compared  with a net loss of $417,334
or $.41 per share for the corresponding period last year.

For the first  six-months  fiscal 2004, net sales  increased to $11.0 million as
compared with $9.9 million for the first six months fiscal 2003.  Net income for
the six month period was significantly improved at $342,395 or $.34 per share as
compared  with a net loss of  $110,789  or $.11 per share for the  corresponding
period last year.  On December  31,  2003,  Espey's  sales order  backlog was in
excess  of $17.0  million  and new  orders  for the six month  period  were $6.9
million.

Espey's  primary  business  is  the  development,   design,  and  production  of
specialized  military and industrial power  supplies/electronic  equipment.  The
Company's web site can be found on the Internet at www.espey.com.
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For further information, contact Mr. Howard Pinsley at (518) 245-4400.

Certain  statements in this press release are  "forward-looking  statements" and
are made  pursuant  to the safe  harbor  provisions  of the  Private  Securities
Litigation Reform Act of 1995. 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.  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.









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Espey Mfg. & Electronics Corp.  comparative  unaudited three-month and six-month
figures for the periods ended December 31, 2003 and 2002.

                                     Three Months                  Six Months

                                 2003          2002            2003          2002
                             -------------------------------------------------------
                                                              
Sales:                         $5,871,675    $5,374,456     $10,966,992   $9,865,815

Net Income/(Loss):                 61,430      (417,334)        342,395     (110,789)

Basic and Diluted
Income/(Loss) per share:              .06          (.41)            .34        ( .11)

Weighted average number of
Shares outstanding:
Basic                           1,013,077     1,026,090       1,014,591    1,030,326

Diluted                         1,023,660     1,028,748       1,021,821    1,033,104

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