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
                                  May 22, 2006

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


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

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ITEM 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers.

On May 22,  2006,  Espey  Mfg.  &  Electronics  Corp.  issued  a  press  release
announcing  that the Company's  Board of Directors had appointed  James Clemens,
56, as an  executive  officer  of the  Company.  Mr.  Clemens  has been the Vice
President of Sales & Marketing  since March 1, 2004, and will retain that title.
Mr. Clemens held various positions in the power systems industry for seven years
prior to joining the  Company.  From 1997 to 1999,  he was  President  and Chief
Executive Officer of Ling Electronics,  Inc., which was acquired by SatCon Power
Systems.  He then served as Transition  Manager and a consultant to SatCon until
2003.

Mr. Clemens does not have an employment contract with the Company.


Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.       Document
- -----------       --------
99.1              Press Release dated May 22, 2006




                                   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: May 22, 2006              ESPEY MFG. & ELECTRONICS CORP.


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


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EX-99.1

                                     [LOGO]



FOR IMMEDIATE RELEASE


Espey Announces 4th Quarter Dividend...

Saratoga  Springs,  NY, May 22,  2006 - The Board of  Directors  of Espey Mfg. &
Electronics Corp., (AMEX:ESP) has declared a cash dividend of $.09 per share for
the fourth quarter of the fiscal year ending June 30, 2006. The dividend will be
payable on June 23,  2006 to all  shareholders  of record at June 5,  2006.  The
amount of the cash dividend per share has been adjusted to reflect the Company's
two for one stock  split in the form of a stock  dividend  of one share for each
issued share that was distributed on December 30, 2005.

The Board of Directors is pleased to announce the  appointment of James Clemens,
56,  as a  corporate  officer  of the  Company.  Mr.  Clemens  has been the Vice
President  of Sales &  Marketing  for the past two  years and will  retain  that
title. Prior to joining Espey, he was President & CEO of Ling Electronics, Inc.,
formally owned by Mechanical Technologies Incorporated.

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. Howard Pinsley or Mr. David O'Neil 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.

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