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 24, 2008

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


              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)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]   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 24, 2008,  Espey Mfg. &  Electronics  Corp.  issued a press  release
announcing  that the  Company's  Board of Directors  had declared a special cash
dividend  and a  regular  quarterly  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 24, 2008




                                   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 24, 2008                     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

                                     [LOGO]




FOR IMMEDIATE RELEASE
- ---------------------

Espey Announces Special Dividend and Regular Quarterly Dividend...

Saratoga Springs,  NY; November 24, 2008- The Board of Directors of Espey Mfg. &
Electronics Corp.,  (AMEX:ESP) has declared a special cash dividend of $1.50 per
share and a regular quarterly dividend of $0.225 per quarter. The dividends will
be payable on December 19, 2008,  to all  shareholders  of record on December 8,
2008.

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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