8-K

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

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                                    FORM 8-K

                                 Current Report

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


                                  June 7, 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
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               (Address of principal executive offices) (Zip Code)



      (Registrant's telephone number, including area code): (518) 584-4100
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Item 5. Other Events and Regulation FD Disclosure

On June 7, 2004, Espey Mfg. & Electronics Corp., (AMEX:ESP), issued a press
release announcing that the company had been informed by the American Stock
Exchange ("AMEX") that its review of events relating to the Espey 2003 Annual
Meeting of Shareholders held on November 13, 2003, had been completed and that,
"no further action is warranted".

For further information concerning this matter, please refer to the Company's
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 June 7, 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: June 7, 2004

EX-99.1

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

AMEX completes report on Espey

Saratoga Springs, NY; June 7, 2004- Espey Mfg. & Electronics Corp., (AMEX:ESP),
announced today that the company had been informed by the American Stock
Exchange ("AMEX") that its review of events relating to the Espey 2003 Annual
Meeting of Shareholders held on November 13, 2003, had been completed and that,
"no further action is warranted".

At the meeting, a vote was taken on a shareholder proposal that had not been
included in the company's proxy materials sent to shareholders in advance of the
meeting. Following the commencement of the AMEX review in January, Espey's Board
of Directors retained special counsel to investigate whether any directors or
officers of the company had engaged in misconduct in connection with the
shareholder proposal. Special counsel subsequently reported to the Board of
Directors that no such finding had been made.

At the Espey Board of Directors meeting held in April, corporate governance
modifications were adopted, including the creation by the Board of a nominating
committee comprised of independent directors and the implementation of corporate
by-law amendments.

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.
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For further information, contact Mr. David O'Neil or Mr. Howard Pinsley 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.