8-K

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

                                    FORM 8-K

                                 CURRENT REPORT
                                 --------------

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

                                 Date of Report
                                November 20, 2006

         New York                     001-04383                   14-1387171
(State or Other Jurisdiction         (Commission                (IRS Employer
     of Incorporation)               File Number)            Identification No.)

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

               Registrant's telephone number, including area code:
                                 (518) 584-4100

                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

[_]   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))


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ITEM 8.01  Other Events

On November 21, 2006,  Espey Mfg. &  Electronics  Corp.  issued a press  release
announcing that the Company's Board of Directors had declared a cash dividend. A
copy of the press  release is  furnished  as Exhibit  99.1 to this  report.  The
information  in this  report  shall not be deemed  to be filed for  purposes  of
Section  18 of the  Securities  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 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.      Document
- -----------      ------------
99.1             Press Release dated November 21, 2006




                                   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.

Date: November 21, 2006           ESPEY MFG. & ELECTRONICS CORP.


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





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EX-99.1

                                                                    Exhibit 99.1

                    [LOGO OF ESPEY MFG. & ELECTRONICS CORP.]


FOR IMMEDIATE RELEASE

Espey Announces 2nd Quarter Dividend ...

Saratoga Springs,  NY; November 21, 2006- The Board of Directors of Espey Mfg. &
Electronics Corp., (AMEX:ESP) has declared a cash dividend of $.13 per share for
the second quarter of the fiscal year ending June 30, 2007. The dividend will be
payable on December 22, 2006,  to all  shareholders  of record as of December 1,
2006.

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.
                                                   -------------

For further information, contact Mr. Howard Pinsley or Mr. David O'Neil 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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