UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                November 9, 2004.
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                Date of Report (Date of earliest event reported)

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

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

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



      (Registrant's telephone number, including area code): (518) 584-4100
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Item 8.01 Other Events.

On November 9, 2004,  Espey Mfg. & Electronics  Corp. (the  "Company")  issued a
press release, a copy of which is attached to this Current Report on Form 8-K as
Exhibit  99.1 and  incorporated  herein  by  reference,  regarding  the death of
William  Greene.  Mr. Greene,  74, was a member of the board of directors  since
1992 and had been nominated for  re-election  at the upcoming  Annual Meeting of
Shareholders scheduled for November 12, 2004.

In due course after the Annual Meeting,  the Company's Nominating Committee will
consider  recommending  the nomination of a candidate to fill this newly created
vacancy on the board of directors.

Item 9.01. Financial Statements and Exhibits

(c)  Exhibits

Exhibit No.       Document
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99.1              Press Release dated November 9, 2004









                                   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: November 9, 2004