SCHEDULE 14A
Information Required in Proxy Statement

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 
1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to  240.14a-11(c) or  240.14a-12

Orbit International Corp.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the 
filing fee is calculated and state how it was determined):

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(5) Total fee paid:

[ ] Fee previously paid with the preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act 
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previously.  Identify the previous filing by registration statement number, or 
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:	





ORBIT INTERNATIONAL CORP.
80 Cabot Court
Hauppauge, New York  11788


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


To the Stockholders of Orbit International Corp.:

	The Annual Meeting of Stockholders of Orbit International Corp. (the 
"Company") will be held at The Penn Club, 30 West 44th Street, New York, New 
York 10036, at 10:00 a.m., Eastern Daylight Savings Time, on June 26, 1998, 
for the following purposes:

1.	To elect the Board of Directors for the ensuing year.

		2.	To ratify the appointment of Ernst & Young LLP as 
independent auditors and accountants for the 				Company for 
the fiscal year ending December 31, 1998.

3.	To transact such other business as may properly come before 
the meeting.
		

	All stockholders are invited to attend the meeting.  Stockholders of 
record at the close of business on May 18, 1998, the record date fixed by the 
Board of Directors, are entitled to notice of, and to vote at, the meeting.  A 
complete list of stockholders entitled to notice of, and to vote at, the 
meeting will be open to examination by the stockholders beginning ten days 
prior to the meeting for any purpose germane to the meeting during normal 
business hours at the office of the Secretary of the Company at 80 Cabot 
Court, Hauppauge, New York 11788.

	Whether or not you intend to be present at the meeting, please sign and 
date the enclosed proxy and return it in the enclosed envelope.  Returning a 
proxy will not deprive you of your right to attend the annual meeting and vote 
your shares in person.

							By Order of the Board of Directors


							HARLAN SYLVAN
							Secretary
Hauppauge, New York
May 29, 1998



ORBIT INTERNATIONAL CORP.
80 Cabot Court
Hauppauge, New York 11788

(516) 435-8300
______________________

PROXY STATEMENT
______________________

	The accompanying proxy is solicited by the Board of Directors of Orbit 
International Corporation (the "Company") for use at the Annual Meeting of 
Stockholders (the "Annual Meeting") to be held at 10:00 a.m., Eastern Daylight 
Savings Time, on June 26, 1998, at The Penn Club, 30 West 44th Street, New 
York, New York 10036, and any adjournment thereof.

VOTING SECURITIES; PROXIES

	The Company will bear the cost of solicitation of proxies.  In addition 
to the solicitation of proxies by mail, certain officers and employees of the 
Company, without additional remuneration, may also solicit proxies personally 
by telefax and by telephone.  In addition to mailing copies of this material 
to stockholders, the Company may request persons, and reimburse them for their 
expenses in connection therewith, who hold stock in their names or custody or 
in the names of nominees for others to forward such material to those persons 
for whom they hold stock of the Company and to request their authority for 
execution of the proxies.

	One third of the outstanding shares of Common Stock, par value $.10 per 
share (the "Common Stock"), present in person or represented by proxy shall 
constitute a quorum at the Annual Meeting.  The approval of a plurality of the 
outstanding shares of Common Stock present in person or represented by proxy 
at the Annual Meeting is required for election of the nominees as directors. 
In all matters other than the election of directors, the affirmative vote of 
the majority of the outstanding shares of Common Stock present in person or 
represented by proxy at the Annual Meeting is required for adoption of such 
matters.

	The form of proxy solicited by the Board of Directors affords 
stockholders the ability to specify a choice among approval of, disapproval 
of, or abstention with respect to each matter to be acted upon at the Annual 
Meeting.  Shares of Common Stock represented by the proxy will be voted, 
except as to matters with respect to which authority to vote is specifically 
withheld.  Where the solicited stockholder indicates a choice on the form of 
proxy with respect to any matter to be acted upon, the shares will be voted as 
specified.  Abstentions and broker non-votes will not effect the outcome of 
the election of directors or the ratification of the appointment of the 
independent auditors.  With respect to all other matters to be voted on by 
stockholders at the Annual Meeting, abstentions will have the same effect as 
"no" votes, and broker non-votes will have no effect on the outcome of the 
vote.`   

	All shares of Common Stock represented by properly executed proxies 
which are returned and not revoked will be voted in accordance with the 
instructions, if any, given therein.  If no instructions are provided in a 
proxy, the shares of Common Stock represented by such proxy will be voted FOR 
the Board's nominees for director, and FOR the ratification of the appointment 
of Ernst & Young LLP and in accordance with the proxy-holder's best judgment 
as to any other matters raised at the Annual Meeting.

	A stockholder who has given a proxy may revoke it at any time prior to 
its exercise by giving written notice of such revocation to the Secretary of 
the Company, executing and delivering to the Company a later dated proxy 
reflecting contrary instructions or appearing at the Annual Meeting and taking 
appropriate steps to vote in person.

	At the close of business on April 24, 1998, 6,222,593 shares of Common 
Stock were outstanding and eligible for voting at the meeting.  Each 
stockholder of record is entitled to one vote for each share of Common Stock 
held on all matters that come before the meeting.  Only stockholders of record 
at the close of business on May 18, 1998 are entitled to notice of, and to 
vote at, the meeting.

No Dissenter's Rights

        	Under Delaware law, stockholders are not entitled to dissenter's 
rights of appraisal with respect to Proposal 2.

	This proxy material is being mailed to stockholders commencing on or 
about May 29, 1998.




	PROPOSAL 1

ELECTION OF DIRECTORS

	The bylaws of the Company provide that each director serves from the 
date of election until the next annual meeting of stockholders and until his 
successor is elected and qualified.  The specific number of directors is set 
by a resolution adopted by a majority of the entire Board of Directors.  The 
number of directors is currently fixed at seven, and the number of current 
directors is six.  Effective January 1, 1998, Nathan Greenberg resigned from 
the Board of Directors for personal reasons.  Marc Pfefferle was appointed by 
the remaining members of the Board of Directors to fill this vacancy.  The 
Company has nominated Dennis Sunshine, Bruce Reissman, Mitchell Binder, John 
Molloy, Stanley Morris, and Marc Pfefferle, each a current Director, for 
reelection to the Board of Directors and has decided not to fill the vacancy 
at this time.

	The persons named in the accompanying proxy intend to vote for the 
election of the nominees listed herein as directors.  Each nominee has 
consented to serve if elected.  The Board of Directors has no reason to 
believe that any nominee will not serve if elected, but if any of them should 
become unavailable to serve as a director, and if the Board of Directors 
designates a substitute nominee or nominees, the persons named as proxies will 
vote for the substitute nominee or nominees designated by the Board of 
Directors.

	The following table sets forth certain information with respect to the 
individuals nominated and recommended to be elected by the Board of Directors 
of the Company and is based on the records of the Company and information 
furnished to it by such persons. Reference is made to "Security Ownership of 
Certain Beneficial Owners and Management" for information pertaining to stock 
ownership by the nominees. 


Name of Nominee	Age		Position

Dennis Sunshine	51		President, Chief Executive Officer 
and Director

Bruce Reissman	48		Executive Vice President, Chief 
Operating Officer and Director

Mitchell Binder	42		Vice President - Finance, Chief 
Financial Officer and Director

John Molloy	68		Director

Stanley Morris	55		Director

Marc Pfefferle	41		Director

Biographical Information

	Dennis Sunshine has been President and Chief Executive Officer of the 
Company since March 1995.  He has held various positions with the Company 
since 1976, including Secretary and Vice President of Operations from April 
1988 to March 1995 and Director of Operations from June 1983 to April 1988.  
He has been a director of the Company since 1988.

	Bruce Reissman has been Executive Vice President and Chief Operating 
Officer of the Company since March 1995.  He has held various positions with 
the Company since 1975, including Vice President-Marketing from April 1988 to 
February 1995 and Director of Sales and Marketing from 1976 to April 1988.  He 
has been a director of the Company since 1992.

	Mitchell Binder has been Vice President-Finance of the Company since 
1986 and Chief Financial Officer since 1983.  He has held various positions 
with the Company since 1983, including Treasurer and Assistant Secretary from 
1983 to March 1995.  He has been a director of the Company since 1985.

	John Molloy has been a part-time consultant for Montgomery Associates, a 
consulting company for the defense industry since November 1991.  Prior 
thereto he served as Vice President, Business Development of Ocean 
Technologies Inc., a defense electronics company, from September 1986 to 
October 1991.  He has been a director of the Company since 1992.

	Stanley Morris has been President of Rampart Brokerage Corporation 
("Rampart"), an insurance agency since 1989.  He has been a director of the 
Company since 1995.

	Marc Pfefferle has been a Managing Director of the Carl Marks Consulting 
Group, Co. which specializes in enhancing growth and shareholder value in 
middle market companies.  Mr. Pfefferle has been with the Carl Marks 
Consulting Group, Co. since 1992.  Mr. Pfefferle also serves as a Board 
Advisor to Precision Combustion, Inc. and is currently serving as interim 
President of Nobody Beats the Wiz.  He has been a director since 1998. 

Stockholder Vote Required

	Election of each director requires a plurality of the votes of the 
shares of Common Stock present in person or requested by Proxy at the meeting 
and entitled to vote on the  election of directors.
	The Board of Directors recommends a vote "FOR" the election of each of 
the nominees for election to the Board of Directors named above.

Committees of the Board - Board Meetings

	The Board has established an audit, a compensation and a stock option 
committee to assist it in the discharge of its responsibilities.  The 
principal responsibilities of each committee and the members of each committee 
are described in the succeeding paragraphs.  Actions taken by any committee of 
the Board are reported to the Board of Directors, usually at its next meeting 
or by written report.  The Company's Board of Directors held four meetings 
during the fiscal year ended December 31, 1997.  All directors attended at 
least 75% of the meetings with the exception of Nathan Greenberg who could not 
attend due to personal  reasons.

	The Audit Committee of the Board of Directors currently consists of John 
Molloy, Stanley Morris and Marc Pfefferle.  The Audit Committee held two 
meetings during the fiscal year ended December 31, 1997.  Each year it 
recommends the appointment of a firm of independent public accountants to 
examine the financial statements of the Company and its subsidiaries for the 
coming year.  In making this recommendation, it reviews the nature of audit 
services rendered, or to be rendered, to the Company and its subsidiaries.  It 
reviews with representatives of the independent public accountants the 
auditing arrangements and scope of the independent public accountants' 
examination of the financial statements, results of those audits, their fees 
and any problems identified by the independent public accountants regarding 
internal accounting controls, together with their recommendations.  It also 
meets with the Company's Controller to review reports on the functioning of 
the Company's programs for compliance with its policies and procedures 
regarding ethics and those regarding financial controls and internal auditing.  
This includes an assessment of internal controls within the Company and its 
subsidiaries based upon the activities of the Company's internal auditing 
staffs as well as an evaluation of the performance of those staffs.  The Audit 
Committee is also prepared to meet at any time upon request of the independent 
public accountants or the Controller to review any special situation arising 
in relation to any of the foregoing subjects.

	The Compensation Committee of the Board of Directors currently consists 
of John Molloy, Stanley Morris and Dennis Sunshine.  The Compensation 
Committee did not meet during the fiscal year ended December 31, 1997.  This 
Committee makes recommendations to the Board of Directors as to the salaries 
of the President, sets the salaries of the other elected officers and reviews 
salaries of certain other senior executives.  It grants incentive compensation 
to elected officers and other senior executives and reviews guidelines for the 
administration of the Company's incentive programs.  It also reviews and 
approves or makes recommendations to the Board of Directors on any proposed 
plan or program which would benefit primarily the senior executive group.

	The Stock Option Committee of the Board of Directors currently consists 
of Stanley Morris and John Molloy.  The Stock Option Committee was formed on 
September 1, 1995 and held one meeting during the fiscal year ended December 
31, 1997.  This Committee is responsible for administering the Company's stock 
option plans.  Specifically, the Committee determines the persons to be 
granted options as well as the exercise price and term of such.  The members 
of the Stock Option Committee are not eligible to participate in the stock 
option plans they administer.

	The Board of Directors does not have a nominating committee.  This 
function is performed by the Board of Directors as a whole.  

	There are no family relationships among any of the directors or 
executive officers of the Company except that Bruce Reissman and Dennis 
Sunshine are brothers-in-law. The Company's executive officers serve in such 
capacity at the pleasure of the Board of Directors.





		Executive Officers of the Company

	The names and ages of the executive officers of the Company as of April 
30, 1998 and their positions with the Company are as follows:

Name		Age		Position

Dennis Sunshine		51		President, Chief Executive 
Officer and Director

Bruce Reissman		48		Executive Vice President, 
Chief Operating Officer and 
Director

Mitchell Binder		42		Vice President - Finance, 
Chief Financial Officer and 
Director

Harlan Sylvan		47		Treasurer, Secretary and 
Controller

	Set forth below is a brief biographical description of each executive 
officer:

	Dennis Sunshine. See "Election of Directors."

	Bruce Reissman.	See "Election of Directors."

	Mitchell Binder.	See "Election of Directors."

	Harlan Sylvan has been Treasurer and Secretary of the Company since 
March 1995 and Controller of the Company since 1987.



EXECUTIVE COMPENSATION

Summary Compensation Table

	The following table sets forth, for the fiscal years ended December 31, 
1997, 1996 and 1995, compensation paid by the Company to the Chief Executive 
Officer and to each other executive officer of the Company that received more 
than $100,000 in salary and bonus during the fiscal year ended December 31, 
1997 including salary, bonuses, stock options and certain other compensation 
(each, a "Named Executive"):


Annual Compensation(1)

    Name and				 All Other
Principal Position	Year	   Salary($)  Bonus($)     Compensation($)

Max Reissman (2)	1997	0(2)	0	0
		1996	              0(2)	0	  0
		1995	  49,000	0	86,250(3)


Dennis Sunshine,(2)	1997	346,000	113,080	7,355(4)
  President and Chief	1996	344,000	162,875	239,710(5)
  Executive Officer	1995	319,000	0	7,009(7)
	


Bruce Reissman,	1997	346,000	64,070	6,753(4)
  Executive Vice	1996	344,000	85,516	6,663(6)
  President and	1995	319,000	0	6,975(7)
  Chief Operating	
  Officer


Mitchell Binder,	1997	255,000	50,976	4,878(4)
  Vice President-	1996	253,000	68,733	4,709(6)
  Finance and	1995	243,000	0	26,753(7)(8)
  Chief Financial
  Officer	

Harlan Sylvan	1997	109,000	8,240	2,677(4)
  Treasurer,	1996	106,000	8,000	2,599(6)
  Secretary and	1995	99,000	0	2,352(7)
  Controller


                         

(1)	The Company has no long-term incentive compensation plan other than its 
several stock option plans described herein and various individually 
granted options.  The Company does not award stock appreciation rights, 
restricted stock awards or long-term incentive plan pay-outs.

(2)	Max Reissman served as Chief Executive Officer of the Company until his 
death on February 24, 1995, after which Dennis Sunshine was elected to 
serve as Chief Executive Officer and President.  Pursuant to Mr. 
Reissman's employment agreement with the Company, Mr. Reissman's estate 
is entitled to receive approximately $265,000 per year for three years 
following his death, which amounts are funded by the $1.5 million of key 
man life insurance received by the Company upon Mr. Reissman's death.  
During 1998, Mr. Reissman's estate was paid approximately $67,000.  See 
"Employment Agreements."

(3)	Consists of the value of the right of the Company to repurchase, for $.10 
per share, 460,000 shares of Common Stock which the Company issued to Mr. 
Reissman in 1985 for $.10 per share.  Such right terminated upon Mr. 
Reissman's death at which point the remaining 46,000 of such shares 
vested.  See "Employment Agreements."

(4)	Includes $4,750, $4,750, $3,807 and $2,108 of matching contributions made 
by the Company pursuant to the Company's 401(k) Plan for each of Messrs. 
Sunshine, Reissman, Binder and Sylvan, respectively.  Also includes the 
portion of the insurance premium attributable to the employee and paid by 
the Company under split dollar insurance policies maintained by the 
Company for the benefit of Messrs. Sunshine, Reissman, Binder and Sylvan 
in the amounts of $2,605, $2,003, $1,071 and $569, respectively. 

(5)	Includes the fair market value of 300,000 shares of Common Stock which 
the Company issued to Mr. Sunshine in 1996, less the $.10 per share paid 
for such shares.  See "Employment Agreement".

(6)	Includes $4,750, $4,750, $3,800 and $2,055 of matching contributions made 
by the Company pursuant to the Company's 401(k) Plan for each of Messrs. 
Sunshine, Reissman, Binder and Sylvan, respectively.  Also includes the 
portion of the insurance premium attributable to the employee and paid by 
the Company under split dollar insurance policies maintained by the 
Company for the benefit of Messrs. Sunshine, Reissman, Binder and Sylvan 
in the amounts of $2,468, $1,913, $909 and $544, respectively. 

(7)	Includes $4,666, $5,149, $3,760 and $1,832 of matching contributions made 
by the Company pursuant to the Company's 401(k) Plan for each of Messrs. 
Sunshine, Reissman, Binder and Sylvan.  Also includes the portion of the 
insurance premium attributable to the employee and paid by the Company 
under split dollar insurance policies maintained by the Company for the 
benefit of Messrs. Sunshine, Reissman, Binder and Sylvan in the amounts 
of $2,343, $1,826, $993 and $520, respectively.

(8)	Consists of forgiveness of indebtedness to the Company. 

	The following table sets forth certain information concerning options 
granted to the Named Executives during the fiscal year ended December 31, 
1997.



Option Grants in Last Fiscal Year

Individual Grants 








Number of 
Securities 
Underlying 
Options 
Granted(1)
Percent of 
Total Options Granted to 
Employees in Fiscal Year
Exercise or 
Base Price 
($/Share)
Expiration
Date
Potential Realizable
Annual Rates of 
Stock
Price Appreciation
for 
Option Term	5%                     
10%


Dennis Sunshine
35,000
19.88%
$2.44
12/3/07
      
$96,000
$204,000

Bruce Reissman
35,000
19.88%
$2.44
12/3/07
      
$96,000
 $204,000

Mitchell Binder
20,000
11.36%
$2.44
12/3/07
      
$55,000
$117,000

Harlan Sylvan
10,000
5.68%
$2.44
12/3/07
      
$28,000
$58,000


                            



(1)	All options were granted at an exercise price equal to the fair market 
value of the Common Stock on the date of grant.


AGGREGATED OPTION EXERCISES DURING THE FISCAL YEAR ENDED DECEMBER 31, 1997 AND
FISCAL YEAR END OPTION VALUES

	The following table sets forth certain information concerning the number 
and value of securities underlying exercisable and unexercisable stock options 
as of the fiscal year ended December 31, 1997 by the Named Executives.  No 
options were exercised by any of the Named Executives during the fiscal year 
ended December 31, 1997.



	Number of 
Securities
Underlying 
Unexercised
Options at 
Fiscal Year End

	Value of 
Unexercised
In-the-Money 
Options
at Fiscal Year 
End


      Name
Exercisable
Unexercisable
Exercisable
Unexercisable

Dennis Sunshine
275,000
35,000
$533,000
$26,000

Bruce Reissman
260,000
35,000
$503,000
$26,000

Mitchell Binder
200,000
20,000
$399,000
$15,000

Harlan Sylvan
50,000
10,000
$108,000
$ 7,000






EMPLOYMENT AGREEMENTS

	Until his death on February 24, 1995, Max Reissman was employed by the 
Company pursuant to an employment agreement, dated as of July 1, 1992, which 
provided for annual base compensation of $275,000 (subject to cost-of-living 
increases), plus an annual cash bonus equal to 4% of the Company's pre-tax 
earnings.  Under the agreement, Mr. Reissman's estate has the right to require 
the Company to register, under federal and state securities laws, any 
securities of the Company owned by him.  As a result of his death, Mr. 
Reissman's estate is entitled to receive approximately $265,000 per year for 
three years following his death.
	
	Dennis Sunshine has entered into an employment agreement with the 
Company which commenced in April 1996.  Under the terms of Mr. Sunshine's 
employment agreement (the "Sunshine Employment Agreement"), Mr. Sunshine is 
entitled to receive an annual base salary and a bonus equal to 4% of the 
Company's pre-tax earnings.  The Sunshine Employment Agreement provides that 
the employment of Mr. Sunshine may be terminated by the Company for "cause."  
"Cause" is defined as (i) willful and repeated failure by Mr. Sunshine to 
perform his duties under the Sunshine Employment Agreement, which failure is 
not remedied within 30 days after written notice from the Company; (ii) 
conviction of Mr. Sunshine for a felony; (iii) Mr. Sunshine's dishonesty or 
willfully engaging in conduct that is demonstrably and materially injurious to 
the Company or (iv) willful violation by Mr. Sunshine of any provision of the 
Sunshine Employment Agreement which violation is not remedied within 30 days 
after written notice from the Company.  The agreement may also be terminated 
by the Company on not less than three years' prior notice.

	The Sunshine Employment Agreement contains a provision prohibiting Mr. 
Sunshine from competing with the Company for a one year period following 
termination of his employment.  The agreement also provides for the purchase 
by Mr. Sunshine of 300,000 shares of Common Stock at $.10 per share.  Such 
shares are subject to vesting over a period of three years commencing on April 
1, 1997.

	Bruce Reissman has entered into an employment agreement with the Company 
which commenced in April 1996.  Under the terms of Mr. Reissman's employment 
agreement (the "Reissman Employment Agreement"), Mr. Reissman is entitled to 
receive an annual base salary and a bonus equal to 1.77% of the first $5 
million of the Company's pre-tax earnings and 2.65% of any additional pre-tax 
earnings.  The Reissman Employment Agreement provides that the employment of 
Mr. Reissman may be terminated by the Company for "cause" (as defined above).  
The agreement may also be terminated by the Company on not less than three 
years' prior notice.

	Mitchell Binder has entered into an employment agreement with the 
Company which commenced in April 1996.  Under the terms of Mr. Binder's 
employment agreement (the "Binder Employment Agreement"), Mr. Binder is 
entitled to receive an annual base salary and a bonus equal to 1.46% of the 
first $5 million of the Company's pre-tax earnings and 2.20% of any additional 
pre-tax earnings.  The Binder Employment Agreement provides that the 
employment of Mr. Binder may be terminated by the Company for "cause" (as 
defined above).  The agreement may also be terminated by the Company on not 
less than three years' prior notice.

	Each of the Sunshine Employment Agreement, the Reissman Employment 
Agreement and the Binder Employment Agreement (the "Employment Agreements") 
supersede employment agreements previously entered into with the Company.  The 
Employment Agreements provide that the employee is entitled to receive 
benefits offered to the Company's employees generally.  The Employment 
Agreements also provide for termination by the employee on not less than six 
months' prior notice or upon a "change of control" (as defined in the 
Employment Agreements).  If the employee terminates his employment in 
connection with a change in control of the Company, then the employee shall be 
entitled to receive, as termination pay, the maximum amount that can be paid 
without any portion thereof constituting an "excess parachute payment" as 
defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as 
amended.
	
COMPENSATION OF DIRECTORS

	Directors of the Company who are not employed by the Company receive 
directors fees of $3,750 per quarter.  Employee directors are not compensated 
for services as a director.  All directors are reimbursed for expenses 
incurred on behalf of the Company.  In December 1995, the stockholders 
approved the Company's 1995 Stock Option Plan for Non-Employee Directors 
pursuant to which non-employee Directors will be entitled to receive annual 
grants of options to purchase Common Stock.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

	The Company's Compensation Committee consists of Stanley Morris and John 
Molloy, each of whom is a non-employee member of the Company's Board of 
Directors, and Dennis Sunshine, who is the Company's Chief Executive Officer 
and President. 




COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS

	The Compensation Committee of the Board of Directors is responsible for 
determining the compensation of executive officers of the Company, other than 
compensation awarded pursuant to the Company's Plans which is administered by 
the Stock Option Committee of the Board of Directors.  Messrs. Morris, Molloy 
and Sunshine comprise the Compensation Committee.  Mr. Sunshine abstains from 
any vote regarding his compensation.

	The Stock Option Committee is responsible for granting and setting the 
terms of stock options under the Company's 1995 Employee Stock Option Plan.  
Messrs. Morris and Molloy serve on the Stock Option Committee.

General Policies Regarding Compensation of Executive Officers

	The Company's executive compensation policies are intended (1) to 
attract and retain high quality managerial and executive talent and to 
motivate these individuals to maximize shareholder returns, (2) to afford 
appropriate incentives for executives to produce sustained superior 
performance, and (3) to reward executives for superior individual 
contributions to the achievement of the Company's business objectives.  The 
Company's compensation structure consists of base salary, annual cash bonuses 
and stock options.  Together these components link each executive's 
compensation directly to individual and Company performance.

Salary.  Base salary levels reflect individual positions, responsibilities, 
experience, leadership, and potential contribution to the success of the 
Company.  Actual salaries vary based on the Compensation Committee's subject 
assessment of the individual executive's performance and the Company's 
performance.

Bonuses.  Executive officers are eligible to receive cash bonuses based on the 
Compensation Committee's subject assessment of the respective executive's 
individual performance and the performance of the Company.  In its evaluation 
of executive officers and the determination of incentive bonuses, the 
Compensation Committee does not assign quantitative relative weights to 
different factors and follow mathematical formula.  Rather, the Compensation 
Committee makes its determination in each case after considering the factors 
it deems relevant, which may include consequences for performance that is 
below expectations.

Stock Options.  Stock options, which are granted at the fair market value of 
the Common Stock on the date of grant, are currently the Company's sole long 
term compensation vehicle.  The stock options are intended to provide 
employees with sufficient incentive to manage from the perspective of an owner 
with an equity stake in the business.

	In determining the size of individual options grants, the Stock Option 
Committee considers the aggregate number of shares available for grant, the 
number of individuals to be considered for an award of stock options, and the 
range of potential compensation levels that the option awards may yield.  The 
number and timing of stock option grants to executive officers are decided by 
the Stock Option Committee based on its subjective assessment of the 
performance of each grantee.  In determining the size and timing of option 
grants, the Stock Option Committee weighs any factors it considers relevant 
and gives such factors the relative weight it considers appropriate under the 
circumstances then prevailing.  While an ancillary goal of the Stock Option 
Committee in awarding stock options is to increase the stock ownership of the 
Company's management, the Stock Option Committee does not, when determining 
the amount of stock options to award, consider the amount of stock already 
owned by an officer.  The Stock Option Committee believes that to do so could 
have the effect of inappropriately or inequitably penalizing or rewarding 
executives based upon their personal decisions as to stock ownership and 
option exercises.

	In 1993, the Internal Revenue Code was amended to limit the 
deductibility of compensation paid to certain executives in excess of $1 
million.  Compensation not subject to the limitation includes certain 
compensation payable solely because an executive attains performance goals 
("performance-based compensation").  Stock options granted under the 1995 
Employee Stock Option Plan did not qualify as performance-based compensation.  
The Company's compensation deduction for a particular executive's total 
compensation, including compensation realized from the exercise of stock 
options, will be limited to $1 million.  The Compensation Committee believes 
that the compensation paid by the Company in fiscal 1997 will not result in 
any material loss of tax deductions for the Company.

Compensation of the Chief Executive Officer

	Mr. Sunshine's base salary and bonus for the fiscal year ended December 
31, 1997 was determined by the terms of his employment agreement which was 
entered into in April 1996 and is described elsewhere in this proxy statement.  
Mr. Sunshine was  granted 35,000 options during the fiscal year ended December 
31, 1997.  The Compensation Committee believes that Mr. Sunshine's base salary 
level and bonus formula as set forth in his employment agreement fairly 
reflects the outstanding contributions Mr. Sunshine has made to the Company's 
growth and financial position.  During 1997, Mr. Sunshine was instrumental in 
the Company's return to profitability, the expansion of the Company's products 
into strategic commercial markets and the continued orderly discontinuation of 
the Company's apparel business.  The Company believes that each of the 
foregoing events helped to stabilize and improve the Company's financial 
condition.

Compensation Committee			Stock Option Committee

Stanley Morris					Stanley Morris
John Molloy					John Molloy
Dennis Sunshine

PERFORMANCE GRAPH

	The graph below compares the cumulative total shareholder return on the 
Common Stock for the last five fiscal years with the cumulative total return 
on the NASDAQ Stock Market-U.S. Index and a peer group of comparable companies 
(the "Peer Group") selected by the Company over the same period (assuming the 
investment of $100 in the Common Stock, the NASDAQ Stock Market-U.S. and the 
Peer Group on June 30, 1992, and the reinvestment of all dividends).


COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ORBIT INTERNATIONAL, THE NASDAQ
STOCK MARKET-US INDEX AND A PEER GROUP
(in dollars)



			Orbit
			International	Peer
			Corp.			Group		NASDAQ

6/30/92		100			100		100
6/30/93		116			118		126
12/31/93		93			125		139
12/31/94		35			97		136
12/31/95		18			120		192
12/31/96		44			163		236
12/31/97		64			158		290



* $100 invested on 6/30/92 in stock or index -- including reinvestment of 
dividends.  Fiscal year ending June 30 through June 30, 1993.  Thereafter, 
fiscal years presented are December 31.

	The Peer Group is comprised of six companies in the defense electronics 
industry - Aeroflex Inc., NAI Technologies Inc., Miltope Group Inc., Megadata 
Corp., La Barge, Inc. and Astrosystems, Inc.  Such companies were chosen for 
the Peer Group because they have similar market capitalizations to the Company 
and because they represent the line of business in which the Company is 
engaged.  Each of the six Peer Group issuers is weighted according to its 
respective market capitalization.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	Set forth below is stock ownership information as of April 14, 1998 as 
to each person who owns, or is known by the Company to own beneficially 
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), 
more than 5% of the Company Common Stock, and the number of shares of Common 
Stock owned by its directors, by all persons named in the Summary Compensation 
Table and by all officers and directors as a group.

Name and Address of	Amount and Name of
Beneficial Owner	Beneficial Ownership(1)	Percent of Class

Dennis Sunshine	1,305,138(2)	19.98%
c/o 80 Cabot Court
Hauppauge, New York

Bruce Reissman	988,614(3)	15.17%
c/o 80 Cabot Court
Hauppauge, New York

Mitchell Binder	240,200(4)	3.73%
c/o 80 Cabot Court
Hauppauge, New York

Harlan Sylvan	      63,000(5)	      1.0%
c/o 80 Cabot Court
Hauppauge, New York

John Molloy	9,000(6)	*
1815 Paliament Road
Leucadia, California

Stanley Morris	12,000(6)	*
2470 Cove Court
Bellmore, New York 

Marc Pfefferle	0	*
135 East 57th Street
New York, New York

All officers and directors	2,617,952	36.76%
as a group
(7 persons)(2)(3)(4)(5)(6)
                         

(1)	Except as otherwise noted in the footnotes to this table, the named 
person owns directly and exercises sole voting and investment power over 
the shares listed as beneficially owned by such persons.

(2)	Includes 690,614 shares held by Mr. Sunshine's wife and 3,000 shares held 
in her IRA.  Also includes options to purchase 310,000 shares of Common 
Stock.

(3)	Includes options to purchase 295,000 shares of Common Stock.

(4)	Includes options to purchase 220,000 shares of Common Stock.

(5)	Includes options to purchase 60,000 shares of Common Stock.

(6)	Includes options to purchase 7,000 shares of Common Stock.


*	Less than one percent.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	In September 1982, the Company loaned $200,000 to Bruce Reissman, for the 
purchase of a residence in connection with his relocation to California to 
manage the Company's California operations and sales and marketing activities.  
The loan, which is collateralized by a mortgage on his residence, is non-
interest bearing and repayable at the rate of $6,000 annually.  At December 
31, 1996 the amount due on the loan was $116,000 and at December 31, 1997 the 
amount due on the loan was $114,000.The Company is currently negotiating with 
Mr. Reissman with regard to an accelerated repayment schedule for such loan.

	All of the Company's insurance policies (including general liability and 
directors' and officers' insurance) are written by Rampart, a Company for 
which Mr. Morris serves as President.  The aggregate annual premiums under the 
policies are approximately $958,000.  The Company believes it obtains 
insurance on terms no less favorable than it could obtain from a third party.

INDEPENDENT ACCOUNTANTS

Ratification of Appointment of Auditors

	The firm of Ernst & Young LLP, independent certified public accountants, 
has audited the books and records of the Company for the previous fiscal year.  
Accordingly, the Board of Directors recommends that the stockholders vote FOR 
the ratification of the appointment by the Board of Directors of the firm of 
Ernst & Young LLP to audit the books and accounts of the Company for the 
current fiscal year.  

	Representatives of Ernst & Young LLP are expected to be available at the 
meeting to respond to appropriate questions and will be given the opportunity 
to make a statement if they desire to do so.  If the stockholders do not 
ratify the appointment of this firm, the appointment of another firm of 
independent certified public accountants will be considered by the Board of 
Directors.

	The Board of Directors deem the ratification of the appointment of Ernst 
& Young LLP as the auditors for the Company to be in the Company's best 
interest and recommends a vote "FOR" such ratification.







COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

	Section 16(a) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), requires the Company's directors and executive officers, and 
persons who beneficially own more than ten percent of a registered class of 
the Company's equity securities, to file with the Securities and Exchange 
Commission initial reports of ownership and reports of changes in ownership of 
Common Stock and the other equity securities of the Company.  Officers, 
directors, and persons who beneficially own more than ten percent of a 
registered class of the Company's equities are required by the regulations of 
the Securities and Exchange Commission to furnish the Company with copies of 
all Section 16(a) forms they file.  To the Company's knowledge, based solely 
on review of the copies of such reports furnished to the Company and written 
representations that no other reports were required, during the fiscal year 
ended December 31, 1997, all Section 16(a) filing requirements applicable to 
its officers, directors, and greater than ten percent beneficial owners were 
complied with.


STOCKHOLDER PROPOSALS

	Stockholder proposals intended to be considered for inclusion in the 
proxy statement for presentation at the Company's 1999 Annual Meeting of 
Stockholders must be received at the Company's at its offices at 80 Cabot 
Court, Hauppauge, New York 11788 no later than January 20, 1999, for inclusion 
in the Company's proxy statement and form of proxy relating to such meeting.  
All proposals must comply with applicable Commission rules and regulations.


OTHER MATTERS

	The Board of Directors is not aware of any other matter other than those 
set forth in this proxy statement that will be presented for action at the 
meeting.  If other matters properly come before the meeting, the persons named 
as proxies intend to vote the shares they represent in accordance with their 
best judgment in the interest of the Company.

THE COMPANY UNDERTAKES TO PROVIDE ITS STOCKHOLDERS WITHOUT CHARGE A COPY OF 
THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS 
AND SCHEDULES FILED THEREWITH.  WRITTEN REQUESTS FOR SUCH REPORT SHOULD BE 
ADDRESSED TO THE OFFICE OF THE SECRETARY, ORBIT INTERNATIONAL, 80 CABOT COURT, 
HAUPPAUGE, NEW YORK 11788.










ORBIT INTERNATIONAL CORPORATION
Annual Meeting of Stockholders -June 26, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS


The undersigned stockholder in Orbit International Corporation ("Corporation") 
hereby constitutes and appoints Dennis Sunshine, Bruce Reissman, and Mitchell 
Binder, and each of them, his true and lawful attorneys and proxies, with full 
power of substitution in and for each of them, to vote all shares of the 
Corporation which the undersigned is entitled to vote at the Annual Meeting of 
Stockholders to be held at The Penn Club, 30 West 44th Street, New York, New 
York 10036 at 10:00 a.m., Eastern Daylight Savings Time, or at any 
postponement or adjournment thereof, on any and all of the proposals contained 
in the Notice of the Annual Meeting of Stockholders, with all the powers the 
undersigned would possess if present personally at said meeting, or at any 
postponement or adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN 
BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE 
VOTED FOR THE NOMINEES LISTED ON THE REVERSE SIDE.


(Continued and to be signed and dated on the other side)




The Directors recommend a vote FOR Proposal 1


Please mark your
votes as this example



   COMMON


1.	Election of Directors		FOR All nominees	           WITHHOLD AUTHORITY
						listed (except as marked    to vote for all
						to the contrary, see        nominees listed
						instruction below)          at left
	
						
	Dennis Sunshine, Bruce Reissman,Mitchell Binder, John Molloy,		 		 
	Stanley Morris and Marc Pfefferle

	INSTRUCTION:  To withhold authority to vote for any individual
nominee, line through the name of the nominee above.


2.	Proposal to ratify Ernst & Young LLP
as independent auditors.	



For	Against     Abstain


						 	                
		 
The above named proxies are granted the authority, in their
discretion, to act upon such other matters as may properly come
before the meeting or my postponement or adjournment thereof.

Dated             , 1998

Signature(s)

Signatures

Please sign exactly as your name appears and return this proxy
immediately in the enclosed stamped self-addressed envelope.





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