FORM 8-K

                 SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                          Current Report

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

	
Date of Report(Date of earliest event reported)October 28,1998(October 23, 1998)

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


New York                    I-4383                      14-1387171            
(State or other		           (Commission			              (IRS 
Employer  
jurisdiction of              File Number)                Identification No.)
incorporation)

233 Ballston Avenue,    Saratoga Springs,    New York           12866         
(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)


Item 4 - Changes in Certifying Accountant


At its board meeting held on October 23,1998, the Board of Directors of the 
Company, upon the recommendation of the Audit Committee, engaged 
PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal
year ending June 30, 1999.  Also at that meeting, upon the recommendation of the
Audit Committee, on October 23,1998, the Board notified KPMG Peat Marwick LLP
("KPMG"), the Company's independent auditors for the fiscal year ended June 30,
1998, that the Company would not engage them as independent auditors for the
fiscal year ended June 30, 1999 and that they were being dismissed as of 
October 23, 1998.

During the Company's two most recent fiscal year and the subsequent interim 
period preceding such dismissal, there were no disagreements with KPMG regarding
any matters of accounting principles or practices, financial statement 
disclosure, or auditing scope or procedure.

KPMG's report on the financial statements for the past two years did not contain
any adverse opinion and was not qualified or modified as to uncertainty, audit 
scope or accounting principles.

The Company has requested that KPMG furnish it with a letter addressed to the 
United States Securities and Exchange Commission (the "SEC") stating whether it
agrees with the above statements.  The former auditor's letter was not available
in time to be filed as an exhibit to this current report.  When received by the
company, the former auditor's letter will be filed as an amendment to this 
current report on Form 8-K.


                               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.


						
						                                   /s/	
                                  							Howard Pinsley, President

							
                                         /s/						
	
                                  							Herbert Potoker, Treasurer


  October 29, 1998
      Date 
   


                                                       


Item 7 - Financial Statements and Exhibits.

(1) Exhibits:

Letter dated October 30, 1998, from KPMG Peat Marwick LLP 
to the Securities and Exchange Commission.



                                        Exhibit I

[LETTERHEAD OF KPMG PEAT MARWICK LLP]


October 30, 1998



Securities and Exchange Commission
Washington, D.C. 20549


Ladies and Gentlemen:


We were previously principal accountants for Espey Mfg. & Electronics 
Corp. and, under the date of August 26, 1998,we reported on the 
financial statements of Espey Mfg. & Electronics Corp. as of June 30, 
1998 and 1997 and for the years ended June 30, 1998, 1997, and 1996. On 
October 23, 1998, our appointment as principal accountants was 
terminated.  We have read Espey Mfg. & Electronics Corp.'s statements 
included under Item 4 of its Form 8-K dated October 29, 1998, and we 
agree with such statements, except that we are not in a position to 
agree or disagree with Espey Mfg. & Electronics Corp.'s statement that 
the change was recommended by the audit committee and approved by the 
board of directors.

Very truly yours,

/s/ KPMG Peat Marwick LLP