14th Amendment

                                  EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                         CERTIFICATE OF INCORPORATION OF
                         ESPEY MFG. & ELECTRONICS CORP.

                Under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

      (1) The name of the  corporation  is Espey Mfg. & Electronics  Corp.  (the
Corporation").  The name  under  which  the  Corporation  was  formed  is "Espey
Manufacturing Company, Inc."

      (2) The  Certificate of  Incorporation  (as amended,  the  "Certificate of
Incorporation") was filed by the Department of State on July 9, 1928.

      (3) Article  SEVENTH of the  Certificate of  Incorporation,  as amended by
Certificate  of Amendment  filed by the Department of State on February 14, 1994
now provides that the number of members of the Board of Directors  shall consist
of nine  persons  and shall be  classified  into  three  classes,  each class to
consist of three directors.

      (4) Article SEVENTH of the Certificate of  Incorporation is hereby amended
to read as follows:

      SEVENTH:  The entire  Board of Directors  shall  consist of not fewer than
      three persons and not more than nine persons, with the actual number to be
      determined in accordance with the by-laws.  The directors shall be divided
      into three classes, Class A, Class B and Class C, and all classes shall be
      as nearly equal in number as possible. At each annual meeting,  successors
      to the class of directors  whose term expires at that annual meeting shall
      be elected for a three-year term. The Class A directors at the time of the
      adoption of this Article SEVENTH, as amended,  have a term expiring at the
      2006 Annual Meeting.  The Class B directors  elected at the meeting of the
      adoption of this Article SEVENTH, as amended, will have a term expiring at
      the 2007 Annual Meeting. The Class C directors at the time of the adoption
      of this  Article  SEVENTH,  as amended,  have a term  expiring at the 2005
      Annual Meeting.

      (5) This amendment to the Certificate of  Incorporation  was authorized by
unanimous vote of the board of directors and was subsequently  authorized by the
majority vote of the shareholders entitled to vote thereon.

      IN WITNESS  WHEREOF,  we have  hereunto  subscribed  this  Certificate  of
Amendment this 12th day of November, 2004.


/s/ Peggy A. Murphy                       /s/ Howard Pinsley
--------------------------------          ---------------------------------
Peggy A. Murphy, Secretary                Howard Pinsley, President


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