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
                                October 1, 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
            Saratoga Springs, New York                  12866
     (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 4.01.        Changes in Registrant's Certifying Accountant

Merger of Rotenberg and Company LLP and EFP Group

Effective October 1, 2009 the Company's independent  registered accounting firm,
Rotenberg and Company LLP merged with another CPA firm, EFP Group, to form a new
firm.  All of the  partners and  employees of Rotenberg  and Company LLP and EFP
Group have joined the new firm,  EFP  Rotenberg  LLP. EFP Rotenberg LLP succeeds
Rotenberg and Company LLP as the independent  registered public accounting firm.
After the  merger,  the  successor  firm did not  resign or decline to stand for
election as the  Company's  independent  accountants  for the fiscal year ending
June 30, 2010.




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: October 6, 2009              ESPEY MFG. & ELECTRONICS CORP.

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





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