8-K/A

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


                                   FORM 8-K/A
                                 CURRENT REPORT
                                 --------------

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

                                 Date of Report
                                 October 1, 2009

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


            New York                     001-04383             14-1387171
 (State or Other Jurisdiction of     (Commission File        (IRS Employer
         Incorporation)                   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))


                                       1


This  Amendment No. 1 amends the Current  Report on Form 8-K filed on October 6,
2009 to supplement the disclosure included under Item 4.01 thereof.

Item 4.01    Changes in Registrant's Certifying Accountant

On October 1, 2009,  Espey Mfg. & Electronics  Corp.  ("the  Company")  received
notice  that its  current  auditors,  Rotenberg  and Co.  LLP,  had  resigned in
connection  with their  merger  with EFP Group.  The Company has engaged the new
firm resulting from the merger, EFP Rotenberg, LLP, to continue as the Company's
independent registered public accounting firm. All of the partners and employees
of Rotenberg and Co. LLP and EFP Group have joined the new firm,  EFP Rotenberg,
LLP.

The reports of Rotenberg and Co. LLP as of and for the years ended June 30, 2009
and  2008  and the  subsequent  interim  period  preceding  the  resignation  of
Rotenberg  and Co.  LLP did not  contain an adverse  opinion  or  disclaimer  of
opinion,  or were  qualified  or modified as to  uncertainty,  audit  scope,  or
accounting principles. During the Company's two most recent fiscal years and the
subsequent  interim period  preceding the  resignation of Rotenberg and Co. LLP,
there  were no  disagreements  with  Rotenberg  and  Co.  LLP on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
Rotenberg  would have caused it to make  reference to such  disagreement  in its
reports.

On October 13, 2009,  with the approval of the Audit  Committee of the Company's
Board of Directors,  EFP Rotenberg, LLP was engaged as the Company's independent
registered public accountant effective concurrent with the merger. Prior to such
engagement,  during  the two most  recent  fiscal  years,  the  Company  has not
consulted with EFP Rotenberg, LLP on any matter.

The Company provided Rotenberg and Co. LLP with a copy of this Current Report on
Form 8-K/A  prior to its filing  with the  Securities  and  Exchange  Commission
("SEC") and  requested  that  Rotenberg  and Co. LLP furnish the Company  with a
letter  addressed to the SEC stating whether it agrees with the above statements
and, if it does not agree,  the  respects in which it does not agree,  a copy of
which is filed as Exhibit 16.1 herewith.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.       Document
- -----------       ------------
16.1              Letter from Rotenberg & Co. LLP to the U.S. Securities and
                  Exchange Commission


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: October 15, 2009             ESPEY MFG. & ELECTRONICS CORP.

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



                                       2

EX-16.1

                                  Exhibit 16.1
      LETTER FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-6010

Dear Ladies and Gentlemen:

         We are the predecessor  independent  registered  public accounting firm
for Espey Mfg. & Electronics  Corp.  (the  Company).  We have read the Company's
disclosure  set  forth  in  Item  4.01,  "Changes  in  Registrant's   Certifying
Accountant",  of the Company's Current Report on Form 8-K/A dated on October 13,
2009 (the  Current  Report)  and are in  agreement  with the  disclosure  in the
Current Report insofar as it pertains to our firm.



/s/ Rotenberg & Co. LLP

Rochester, New York
October 13, 2009

CORRESP

[LOGO]                                                        TEL : 518-245-4400
       SARATOGA INDUSTRIES                                    FAX : 518-245-4421
       SARATOGA ELECTRO-FINISHING                                www.espey.com
       -------------------------------------------------------------------------
       ESPEY MFG. & ELECTRONICS CORP.
       233 BALLSTON AVENUE, SARATOGA SPRINGS, NY 12866 USA


October 14, 2009

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Mail Stop 3030
Washington, D.C. 20549
Attention: Jeanne Bennett, Staff Accountant

Re:     Espey Mfg. & Electronics Corp. ("Registrant"),
        Commission File No. 001-04383


Dear Ms. Bennett:

Under  cover of this  letter we are  filing  Form 8-K/A as an  amendment  to our
report on Form 8-K filed on October 6, 2009.  This  filing is in response to the
Commission's comment letter dated October 8, 2009.

The Registrant  acknowledges  that:  (i) it is responsible  for the adequacy and
accuracy of the  disclosures  in the filing;  (ii) staff  comments or changes to
disclosure in response to staff  comments do not foreclose the  Commission  from
taking  any  action  with  respect  to the  Form 8-K or  8-K/A;  and  (iii)  the
Registrant  may  not  assert  staff  comments  as a  defense  in any  proceeding
initiated by the Commission or any person under the federal  securities  laws of
the United States.

Very truly yours,

ESPEY MFG. & ELECTRONICS CORP.

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