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
                                February 23, 2009

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


           New York                    001-04383               14-1387171
(State or Other Jurisdiction of    (Commission File         (IRS Employer
        Incorporation)                  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 8.01  Other Events

On February 23, 2009,  Espey Mfg. &  Electronics  Corp.  issued a press  release
announcing  that the  Company's  Board  of  Directors  had  declared  a  regular
quarterly dividend.  A copy of the press release is furnished as Exhibit 99.1 to
this report.  The information in this report shall not be deemed to be filed for
purposes  of Section 18 of the  Securities  Exchange  Act of 1934 (the  Exchange
Act), as amended,  or otherwise  subject to the  liability of that section,  and
shall not be incorporated by reference into any registration  statement or other
document  filed under the  Securities  Act of 1933, as amended,  or the Exchange
Act,  except as shall be  expressly  set  forth by  specific  reference  in such
filing.



Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.              Document
- -----------              --------
99.1                     Press Release dated February 23, 2009







                                   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: February 23, 2009            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 3rd Quarter Dividend...

Saratoga Springs,  NY; February 23, 2009- The Board of Directors of Espey Mfg. &
Electronics  Corp.  (NYSE  Alternext  US: ESP) has declared a regular  quarterly
dividend  of $0.225 per share for the third  quarter of fiscal  year ending June
30, 2009. The dividend will be payable on March 20, 2009, to all shareholders of
record on March 6, 2009.

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.

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.

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