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


                                January 29, 2004.
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                Date of Report (Date of earliest event reported)

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


           New York                     1-4383                    14-1387171
           --------                     ------                    ----------
(State or other jurisdiction   (Commission File Number)      (I.R.S. Employer
 of incorporation)                                           Identification No.)

              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
                                                            --------------








Item 5. Other Events and Regulation FD Disclosure.

On January 29, 2004, Espey Mfg. & Electronics Corp. (the "Company") issued 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.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.                Document
- ----------                 ------------
99.1                       Press Release dated January 29, 2004









                                   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.

                                        ESPEY MFG. & ELECTRONICS CORP.


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


Dated: February 2, 2004

EX-99.I

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

ESPEY MFG. & ELECTRONICS CORP. ANNOUNCES REINSTATEMENT OF DIRECTORS

Saratoga Springs, New York -- (January 29, 2004) - Espey Mfg. & Electronics
Corp. (AMEX: ESP), announced today that its Board of Directors has unanimously
determined that certain actions taken at its November 13, 2003 annual meeting of
shareholders, which resulted in a vote to remove two incumbent directors,
Messrs. Michael W. Wool and Paul J. Corr, were improper. Accordingly, Messrs.
Wool and Corr have been reinstated as directors, and Mr. Corr has been
reinstated as Chairman of the Company's Audit Committee.

The Board of Directors also determined to set aside its appointment on November
24, 2003 of Mr. Alan D. Kohn to fill a pre-existing vacancy on the Board of
Directors on the basis that it was procedurally improper. Mr. Kohn has concurred
in this decision. No decision has been made by the Board as to whether Mr. Kohn
will be considered again for appointment to the Board. The Board will create a
nominating committee comprised of independent directors for future nominations
of directors.

The Board's actions followed consultation with special independent counsel who
had been retained in connection with the previously announced review that is
being conducted by the American Stock Exchange ("AMEX") of events related to the
2003 annual meeting of shareholders. The Company has provided information
requested by AMEX in connection with such review. The AMEX review has not been
concluded.

Espey also announced today that it has reached an agreement with Messrs. Wool,
Corr and Franklin Resources, Inc. that has resulted in such parties' withdrawal
of claims that have been asserted against the Company in connection with the
events that transpired at the November 13, 2003 annual meeting of shareholders.
On January 20, 2004, Franklin Resources, an investment advisor to Franklin
MicroCap Value Fund, which holds a 7.7% ownership interest in the Company, filed
a statement on Schedule 13D with the Securities and Exchange Commission stating
that it had joined with Messrs. Wool and Corr in pursuing contemplated legal
action against the Company.








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 Emanuel R. Gold, Esq. (718) 897-7300 .
Important Legal Information Cautionary Statement: 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.