As filed with the Securities and Exchange Commission on October 11, 2005.

                                         Registration Statement No. 333-________

================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------

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

                    New York                           14-1387171
         (State or other jurisdiction               (I.R.S. Employer
        of incorporation or organization)           Identification No.)

                               233 Ballston Avenue
                        Saratoga Springs, New York 12866
          (Address of Principal Executive Offices, including zip code)


              Espey Mfg. & Electronics Corp. 2000 Stock Option Plan
                            (Full title of the plan)

                                 Howard Pinsley
                      President and Chief Executive Officer
                               233 Ballston Avenue
                        Saratoga Springs, New York 12866
                                 (518) 584-4100
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                            Lawrence A. Goldman, Esq.
              Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.
                              One Riverfront Plaza
                            Newark, New Jersey 07102
                                 (973) 596-4500


<PAGE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------
                                        Amount      Maximum Offering     Maximum       Amount of
      Title of Each Class               To Be            Price           Aggregate   Registration
        of Securities                Registered(1)    Per Share(2)        Offering       Fee(2)
       to be Registered                                                   Price(2)
--------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>            <C>              <C>
Common Stock, no par value $0.33        129,700          $34.85         $4,520,045       $532.00
1/3 per share
--------------------------------------------------------------------------------------------------
</TABLE>

      (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also covers additional shares of Common Stock
pursuant to the anti-dilution provisions of the Plan.

      (2) Estimated in accordance with Rule 457(c) solely for the purposes of
calculating the registration fee, based on the average high and low prices per
share of the Registrant's Common Stock as reported on The American Stock
Exchange on October 7, 2005.

================================================================================


                                      -2-
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      Espey Mfg. & Electronics Corp. ("we", "us", "our" or the "Company")
incorporates by reference in this registration statement the following documents
previously filed by us with the Securities and Exchange Commission (the
"Commission"):

      (1)   Our Annual Report on Form 10-K for the year ended June 30, 2005;

      (2)   The description of our common stock, $.33 1/3 par value per share
            (the "Common Stock"), set forth in our report on Form 8-K filed with
            the Commission on October 7, 2005, including any amendment or report
            filed for the purpose of updating such description; and

      (3)   All documents subsequently filed by us pursuant to Sections 13(a),
            13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
            the filing of a post-effective amendment which indicates that all
            securities offered have been sold or which deregisters all
            securities then remaining unsold, shall be deemed to be incorporated
            by reference in this Registration Statement and to be a part hereof
            from the respective date of filing of such documents. Any statement
            contained in a document incorporated by reference herein is modified
            or superseded for all purposes to the extent that a statement
            contained in this Registration Statement or in any other
            subsequently filed document which is incorporated by reference
            modifies or replaces such statement.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      Our Certificate of Incorporation, as amended, provides that the Company
will indemnify each director and officer of the Company and the estate of each
such person, against the reasonable expense, including attorneys' fees, incurred
in connection with the defense of any action, suit or proceeding to which such
person is a party by reason of being an officer or director of the Company or of
any corporation which he or she served at the request of the Company. The right
of indemnification includes indemnification for the reasonable cost of a
settlement made with a view to avoiding costs of litigation. Indemnification
shall not be available if it shall be adjudged in any action, suit or proceeding
that the officer or director is liable for negligence or misconduct in the
performance of his or her duties.

      The determination of the amount payable by way of indemnification shall be
made either by the applicable court or by a vote of the majority of the entire
Board of Directors, excluding the vote of the affected directors. If the
determination of an indemnification payment is made by the Board of Directors or
in any manner other than by court order, the Company is obligated, within 18


                                      -3-
<PAGE>


months from the date of payment, to mail to stockholders of record entitled to
vote for the election of directors a statement specifying the person paid, the
amount of the payments and the final disposition of the litigation.

      Our Amended and Restated Bylaws provide that the Company shall indemnify
any director or officer who is a party or is threatened to be made a party to
any threatened, pending or completed action, proceeding or suit, whether civil
or criminal, by reason of the fact that such person was serving the Company as a
director or officer or serving any other entity at the request of the Company,
against judgments, fines, amounts paid in settlement and expenses, including
attorney fees.

      It is a condition to indemnification that the officer or director acted in
good faith for a purpose which he or she reasonably believed to be in or not
opposed to the best interests of the Company and, in criminal action, that the
person had no reason to believe that his or her conduct was unlawful. The Bylaws
further provide that no indemnification shall be made if a judgment or other
final adjudication adverse to the director or officer establishes that the
person's acts were committed in bad faith or were the result of active and
deliberate dishonesty or that the person gained a financial profit or other
advantage to which he or she was not entitled.

      The right to indemnification under the Amended and Restated Bylaws is not
exclusive to any rights that a director or officer may be entitled or the
Company provides.

      The Amended and Restated Bylaws also authorize the Company to advance
expenses to any director or officer to the fullest extent permitted by the New
York Business Corporation Law (BCL") and authorize the Company to purchase and
maintain insurance for indemnification of directors and officers. The Company
maintains such insurance.

      Section 722(b) of the BCL provides that the termination of any civil or
criminal action or proceeding by judgment, settlement, conviction or upon a plea
of nolo contendere, or its equivalent, shall not itself create a presumption
that any director or officer did not act in good faith, for a purpose which he
or she reasonably believed to be in the best interests of the Company or, in
criminal proceedings, not opposed to the best interests of the Company.

      Section 725 of the BCL provides that expenses incurred or advanced in
defending a civil or criminal action or proceeding shall be repaid in case the
person receiving the advancement is found not to be entitled to indemnification
or to the extent the amount of the advancement exceeds the indemnification to
which the person is entitled.


Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits

Exhibit No.                                  Description
-----------                                  -----------
5.1                  Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione.

10.1                 2000 Stock Option Plan incorporated by reference to the
                     Company's Definitive Proxy Statement dated December 6, 1999
                     for the January 4, 2000 annual meeting.


                                      -4-
<PAGE>

23.1                 Consent of KPMG LLP

23.2                 Consent of PricewaterhouseCoopers LLP

23.3                 Consent of Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                     (included in Exhibit 5.1)

24.1                 Powers of Attorney

Item 9. Undertakings.

      The Company hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

         (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

      Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with the Commission by
the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended, that are incorporated by reference in this registration
statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended, (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934, as amended) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.


                                      -5-
<PAGE>

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing procedures, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.



                                      -6-
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Saratoga Springs, State of New York, on this 11th
day of October, 2005


                                       ESPEY MFG. & ELECTRONICS CORP.


                                       By: /s/ Howard Pinsley
                                           -------------------------------------
                                           Howard Pinsley
                                           President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                       Title                                  Date
---------                       -----                                  ----

<S>                              <C>                                  <C>
/s/ Howard Pinsley              Chairman of the Board, President       October 11, 2005
---------------------------     and Chief Executive Officer
Howard Pinsley

/s/ Barry Pinsley*              Director                               October 11, 2005
---------------------------
Barry Pinsley

/s/ Seymour Saslow*             Director                               October 11, 2005
---------------------------
Seymour Saslow

/s/ Michael W. Wool*            Director                               October 11, 2005
---------------------------
Michael W. Wool

/s/ Alvin O. Sabo*              Director                               October 11, 2005
---------------------------
Alvin O. Sabo

/s/ Carl Helmetag*              Director                               October 11, 2005
---------------------------
Carl Helmetag

/s/ Paul J. Corr*               Director                               October 11, 2005
---------------------------
Paul J. Corr

/s/ David O'Neil                Principal Accounting Officer           October 11, 2005
---------------------------
David O'Neil


---------------------------
*By Howard Pinsley
    Attorney in Fact

</TABLE>


                                      -7-
<PAGE>

                                  EXHIBIT INDEX


No.                   Description                          Method of Filing

5.1       Opinion of Gibbons, Del Deo, Dolan,   Filed with this Registration
          Griffinger & Vecchione                Statement

10.1      2000 Stock Option Plan                Incorporated by reference to the
                                                Company's Definitive Proxy
                                                Statement dated December 6, 1999

23.1      Consent of KPMG LLP                   Filed with this Registration
                                                Statement

23.2      Consent of PricewaterhouseCoopers     Filed with this Registration
                                                Statement
          LLP

23.3      Consent of Gibbons, Del Deo, Dolan,   Included in Exhibit 5.1
          Griffinger & Vecchione

24.1      Powers of Attorney                    Filed with this Registration
                                                Statement



                                      -8-
[{"type": "S-8", "sequence": "1", "filename": "s8-71155_espey.txt", "secsgml_size_bytes": 17460}]
{"company-data": {"conformed-name": "ESPEY MFG & ELECTRONICS CORP", "cik": "0000033533", "assigned-sic": "3679", "irs-number": "141387171", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128922", "film-number": "051132350"}, "business-address": {"street1": "233 BALLSTON AVE", "street2": "COR. CONGRESS & BALLSTON AVES.", "city": "SARATOGA SPRINGS", "state": "NY", "zip": "12866", "phone": "5185844100"}, "mail-address": {"street1": "233 BALLSTON AVE", "city": "SARATOGA SPRINGS", "state": "NY", "zip": "12866"}, "former-company": {"former-conformed-name": "ESPEY MANUFACTURING & ELECTRONICS CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 11, 2005.

                                         Registration Statement No. 333-________

================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------

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

                    New York                           14-1387171
         (State or other jurisdiction               (I.R.S. Employer
        of incorporation or organization)           Identification No.)

                               233 Ballston Avenue
                        Saratoga Springs, New York 12866
          (Address of Principal Executive Offices, including zip code)

              Espey Mfg. & Electronics Corp. 2000 Stock Option Plan
                            (Full title of the plan)

                                 Howard Pinsley
                      President and Chief Executive Officer
                               233 Ballston Avenue
                        Saratoga Springs, New York 12866
                                 (518) 584-4100
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                            Lawrence A. Goldman, Esq.
              Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.
                              One Riverfront Plaza
                            Newark, New Jersey 07102
                                 (973) 596-4500
--------------------------------------------------------------------------------------------------
                                        Amount      Maximum Offering     Maximum       Amount of
      Title of Each Class               To Be            Price           Aggregate   Registration
        of Securities                Registered(1)    Per Share(2)        Offering       Fee(2)
       to be Registered                                                   Price(2)
--------------------------------------------------------------------------------------------------
Common Stock, no par value $0.33        129,700          $34.85         $4,520,045       $532.00
1/3 per share
--------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also covers additional shares of Common Stock
pursuant to the anti-dilution provisions of the Plan.

      (2) Estimated in accordance with Rule 457(c) solely for the purposes of
calculating the registration fee, based on the average high and low prices per
share of the Registrant's Common Stock as reported on The American Stock
Exchange on October 7, 2005.

================================================================================

                                      -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      Espey Mfg. & Electronics Corp. ("we", "us", "our" or the "Company")
incorporates by reference in this registration statement the following documents
previously filed by us with the Securities and Exchange Commission (the
"Commission"):

      (1)   Our Annual Report on Form 10-K for the year ended June 30, 2005;

      (2)   The description of our common stock, $.33 1/3 par value per share
            (the "Common Stock"), set forth in our report on Form 8-K filed with
            the Commission on October 7, 2005, including any amendment or report
            filed for the purpose of updating such description; and

      (3)   All documents subsequently filed by us pursuant to Sections 13(a),
            13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
            the filing of a post-effective amendment which indicates that all
            securities offered have been sold or which deregisters all
            securities then remaining unsold, shall be deemed to be incorporated
            by reference in this Registration Statement and to be a part hereof
            from the respective date of filing of such documents. Any statement
            contained in a document incorporated by reference herein is modified
            or superseded for all purposes to the extent that a statement
            contained in this Registration Statement or in any other
            subsequently filed document which is incorporated by reference
            modifies or replaces such statement.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      Our Certificate of Incorporation, as amended, provides that the Company
will indemnify each director and officer of the Company and the estate of each
such person, against the reasonable expense, including attorneys' fees, incurred
in connection with the defense of any action, suit or proceeding to which such
person is a party by reason of being an officer or director of the Company or of
any corporation which he or she served at the request of the Company. The right
of indemnification includes indemnification for the reasonable cost of a
settlement made with a view to avoiding costs of litigation. Indemnification
shall not be available if it shall be adjudged in any action, suit or proceeding
that the officer or director is liable for negligence or misconduct in the
performance of his or her duties.

      The determination of the amount payable by way of indemnification shall be
made either by the applicable court or by a vote of the majority of the entire
Board of Directors, excluding the vote of the affected directors. If the
determination of an indemnification payment is made by the Board of Directors or
in any manner other than by court order, the Company is obligated, within 18

                                      -3-
months from the date of payment, to mail to stockholders of record entitled to
vote for the election of directors a statement specifying the person paid, the
amount of the payments and the final disposition of the litigation.

      Our Amended and Restated Bylaws provide that the Company shall indemnify
any director or officer who is a party or is threatened to be made a party to
any threatened, pending or completed action, proceeding or suit, whether civil
or criminal, by reason of the fact that such person was serving the Company as a
director or officer or serving any other entity at the request of the Company,
against judgments, fines, amounts paid in settlement and expenses, including
attorney fees.

      It is a condition to indemnification that the officer or director acted in
good faith for a purpose which he or she reasonably believed to be in or not
opposed to the best interests of the Company and, in criminal action, that the
person had no reason to believe that his or her conduct was unlawful. The Bylaws
further provide that no indemnification shall be made if a judgment or other
final adjudication adverse to the director or officer establishes that the
person's acts were committed in bad faith or were the result of active and
deliberate dishonesty or that the person gained a financial profit or other
advantage to which he or she was not entitled.

      The right to indemnification under the Amended and Restated Bylaws is not
exclusive to any rights that a director or officer may be entitled or the
Company provides.

      The Amended and Restated Bylaws also authorize the Company to advance
expenses to any director or officer to the fullest extent permitted by the New
York Business Corporation Law (BCL") and authorize the Company to purchase and
maintain insurance for indemnification of directors and officers. The Company
maintains such insurance.

      Section 722(b) of the BCL provides that the termination of any civil or
criminal action or proceeding by judgment, settlement, conviction or upon a plea
of nolo contendere, or its equivalent, shall not itself create a presumption
that any director or officer did not act in good faith, for a purpose which he
or she reasonably believed to be in the best interests of the Company or, in
criminal proceedings, not opposed to the best interests of the Company.

      Section 725 of the BCL provides that expenses incurred or advanced in
defending a civil or criminal action or proceeding shall be repaid in case the
person receiving the advancement is found not to be entitled to indemnification
or to the extent the amount of the advancement exceeds the indemnification to
which the person is entitled.

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits

Exhibit No.                                  Description
-----------                                  -----------
5.1                  Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione.

10.1                 2000 Stock Option Plan incorporated by reference to the
                     Company's Definitive Proxy Statement dated December 6, 1999
                     for the January 4, 2000 annual meeting.

                                      -4-
23.1                 Consent of KPMG LLP

23.2                 Consent of PricewaterhouseCoopers LLP

23.3                 Consent of Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                     (included in Exhibit 5.1)

24.1                 Powers of Attorney

Item 9. Undertakings.

      The Company hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

         (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

      Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with the Commission by
the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended, that are incorporated by reference in this registration
statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended, (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934, as amended) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                      -5-
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing procedures, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.

                                      -6-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Saratoga Springs, State of New York, on this 11th
day of October, 2005

                                       ESPEY MFG. & ELECTRONICS CORP.

                                       By: /s/ Howard Pinsley
                                           -------------------------------------
                                           Howard Pinsley
                                           President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                       Title                                  Date
---------                       -----                                  ----
/s/ Howard Pinsley              Chairman of the Board, President       October 11, 2005
---------------------------     and Chief Executive Officer
Howard Pinsley

/s/ Barry Pinsley*              Director                               October 11, 2005
---------------------------
Barry Pinsley

/s/ Seymour Saslow*             Director                               October 11, 2005
---------------------------
Seymour Saslow

/s/ Michael W. Wool*            Director                               October 11, 2005
---------------------------
Michael W. Wool

/s/ Alvin O. Sabo*              Director                               October 11, 2005
---------------------------
Alvin O. Sabo

/s/ Carl Helmetag*              Director                               October 11, 2005
---------------------------
Carl Helmetag

/s/ Paul J. Corr*               Director                               October 11, 2005
---------------------------
Paul J. Corr

/s/ David O'Neil                Principal Accounting Officer           October 11, 2005
---------------------------
David O'Neil

---------------------------
*By Howard Pinsley
    Attorney in Fact
-7-
EXHIBIT INDEX

No.                   Description                          Method of Filing

5.1       Opinion of Gibbons, Del Deo, Dolan,   Filed with this Registration
          Griffinger & Vecchione                Statement

10.1      2000 Stock Option Plan                Incorporated by reference to the
                                                Company's Definitive Proxy
                                                Statement dated December 6, 1999

23.1      Consent of KPMG LLP                   Filed with this Registration
                                                Statement

23.2      Consent of PricewaterhouseCoopers     Filed with this Registration
                                                Statement
          LLP

23.3      Consent of Gibbons, Del Deo, Dolan,   Included in Exhibit 5.1
          Griffinger & Vecchione

24.1      Powers of Attorney                    Filed with this Registration
                                                Statement

                                      -8-