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 (Date of earliest event reported): October 26, 2001

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

        New York                     1-4383                   14-1387171
     (State or other               (Commission             (I.R.S. Employer
jurisdiction of incorporation)     File Number)           Identification No.)

              233 Ballston Avenue, Saratoga Springs, New York 12866
               (Address of principal executive offices) (Zip Code)

                                 (518) 584-4100
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)




ITEM 5.  Other Events.

     On October 26,  2001,  a director  of the  registrant,  former  Congressman
Gerald B.H.  Solomon  passed away.  The vacancy on the Board of Directors due to
the  untimely  death of Mr.  Solomon  will  not be  filled  prior to the  Annual
Shareholders Meeting and therefore,  no nominees for this Board position will be
submitted  to  the   registrant's   shareholders   at  its  Annual   Meeting  of
Shareholders.





                                   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 thereunto duly authorized.


                                        ESPEY MFG. & ELECTRONICS CORP.

                                        /s/ David O'Neil
                                        -------------------------
                                        David O'Neil, Treasurer and
                                        Principal Financial Officer




Dated: November 9, 2001