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
                                December 16, 2009

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

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



Item 5.02.    Departure of Directors or Certain Officers; Election of Directors;
              Appointment of Certain Officers; Compensatory Arrangements of
              Certain Officers.

On December 16, Espey Mfg. & Electronics  Corp. (the  "Company")  issued a press
release,  a copy of which is  attached  to this  Current  Report  on Form 8-K as
Exhibit  99.1 and  incorporated  herein  by  reference,  regarding  the death of
Seymour  Saslow.  Mr. Saslow,  88, was a member of the board of directors  since
1992.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.        Document
- ----------         --------
99.1               Press Release dated December 16, 2009


                                   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: December 16, 2009           ESPEY MFG. & ELECTRONICS CORP.


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

EX-99.1

                                     [LOGO]



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

Espey Mfg. & Electronics Corp. Reports the Death of a Director

Saratoga Springs,  NY, December 16, 2009 (NYSE Amex: ESP) - Seymour (Sy) Saslow,
former VP of  Engineering  and current member of the Board of Directors of Espey
Mfg. & Electronics Corp. has passed away.

Sy served Espey for over 50 years and was successful in designing and developing
many innovative  products and receiving patents for those products.  Several are
still in production.

His incisive input and leadership will be sorely missed.

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. David O'Neil or Mr. Howard Pinsley at (518)
245-4400.

This press  release may contain  certain  statements  that 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.

                               ###################


3