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

                                  July 15, 2005
                -----------------------------------------------
                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 1.01. Entry into a Definitive Material Agreement

See disclosure under Item 3.02 below.

Item 3.02. Unregistered Sales of Equity Securities.

On July 15, 2005 pursuant to a Stock Purchase  Agreement  dated as of such date,
Espey Mfg. & Electronics  Corp. (the  "Corporation")  sold 150,000 shares of its
common stock, par value $0.33 1/3 per share, to the Trustees of The Espey Mfg. &
Electronics Corp. Employee Stock Ownership Plan and Trust (the "ESOP"). The ESOP
paid $28.90 per share, for an aggregate  purchase price of $4,335,000.  The ESOP
borrowed from the  Corporation an amount equal to the purchase  price.  The loan
will be repaid in fifteen (15) equal annual  installments  of principal  and the
unpaid balance will bear interest at a fixed rate of 6.25% per annum, the "prime
rate" as quoted in The Wall Street Journal on the date of closing.

The Board of Directors  of the  Corporation  had  approved a purchase  price per
share equal to a 5% discount on the average  trading price of the  Corporation's
common stock on the American Stock Exchange on the date before  closing,  but in
no event  greater than the fair market  value as  determined  by an  independent
valuation  firm  retained  by  the  ESOP.  The  average  trading  price  of  the
Corporation's  common stock on the American  Stock Exchange on July 14, 2005 was
$30.72,  which exceeded fair value, taking into account a restricted  securities
discount, as determined by the valuation firm.

In making the sale, the  Corporation  relied on the exemption from  registration
under Section 4(2) of the Securities Act of 1933, as amended, because the shares
sold were offered only to the ESOP.

After  giving  effect to the  transaction  the ESOP owns  380,120  shares of the
Corporation's 1,158,294 outstanding shares of common stock.





                                   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: July 15, 2005