Registration No. 333-_____

 As filed with the Securities and Exchange Commission on April 28, 1997

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

Registration Statement Under The Securities Act of 1933

ORBIT INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)

    Delaware
(State or other jurisdiction 
of incorporation or 
organization)

11-1826363
(I.R.S. Employer 
Identification No.)


Dennis Sunshine
President and Chief Executive Officer
Orbit International Corp.
80 Cabot Court
Hauppauge, New York 11788
(Address, including zip code, and telephone 
number, including area code,
of registrant's principal executive offices and 
agent for service)



Orbit International Corporation 1995
Employee Stock Option Plan and 
Orbit International Corporation 1995
Stock Option Plan for Non-Employee
Directors

Copy to:
Barbara A. Wood, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176

(212) 661-6500


CALCULATION OF REGISTRATION FEE



Title of 
Securities
To Be 
Registered


Amount
To Be
Registered 
(1)

Proposed
Maximum
Offering 
Price
Per Share

Proposed
Maximum  
Aggregate
Offering Price


Amount of 
Registration
Fee (3)



Common Stock, 
par
 value $0.10 
per share

825,500 (5)

$1.25

$1,031,875(3)

$312.69

 
Common Stock, 
par value $0.10 
per share 


248,500 (5) 


$0.81


$201,285(3)


$70.00


Common Stock, 
par value $0.10 
per share


10,000(5)


$1.81


$18,100(3)


$5.49


Common Stock, 
par value $0.10 
per share


416,000(5)


$2.00(2)


$832,000(2)(4)


$252.12


Common Stock, 
par value $0.10 
per share


15,000(6)


$1.25


$18,750(3)


$5.68


Common Stock, 
par value $0.10 
per share


3,000(6)


$1.0625


$3,187.50(3)


$0.97


Common Stock, 
par value $0.10 
per share


132,000(6)


$2.00(2)


$264,000(2)(4)


$80.00


Totals

1,650,000


$2,369,197.50

$717.94







(1)	Plus such indeterminate number of shares pursuant to Rule 416 as 
may be issued in respect of stock splits, stock dividends and 
similar transactions.

(2)	Estimated solely for the purpose of calculating the registration 
fee pursuant to  Rule457(h) under the Securities Act of 1933 on 
the average high and low prices for the Common Stock, as reported 
on the Nasdaq National Market on April  23, 1997.

(3)	Based upon the  actual  prices  at  which  the  1,084,000  shares  
	subject  to  options  currently  outstanding   under   the   1995  
	Employee  Stock  Option  Plan  (the  "1995 Employee Plan") and the  
	18,000  shares  subject  to  options  currently  outstanding under  
	the  1995  Stock  Option  Plan  for  Non-Employee  Directors  (the 
	"1995  Non-Employee  Director  Plan") (together  the  "Plans") are
	exercisable .
	 
(4)	Assuming  that the 548,000 shares  underlying  options  remaining  
	available  for grants under the Plans are  exercisable  for  $2.00 
	per share.
   
(5)	The number of shares of Common Stock being registered   represents   
	the shares  of Common  Stock  that  may  be  issued  on  the  date 
	hereof under the 1995 Employee Plan pursuant to options  issued or 
	to be issued under the 1995 Employee Plan.
 
(6)	The number of shares of Common Stock being registered   represents   
	the  shares  of  Common  Stock  that  may  be issued  on the  date 
	hereof  under  the  1995 Non-Employee Director  Plan  pursuant  to  
	options  issued  or to  be issued  under the Non-Employee Director 
	Plan.


PART I


INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


	The document(s) containing information specified by Part I of this 
Form S-8 Registration Statement (the "Registration Statement") has 
been or will be sent or given to participants in the 1995 Employee 
Stock Option Plan (the  "1995 Employee Plan") and the 1995 Stock 
Option Plan for Non-Employee Directors (the "1995 Non-Employee 
Director Plan" and together with the 1995 Employee Plan, the 
"Plans") as specified in Rule 428(b)(1) promulgated by the 
Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933 (the "Securities Act").  Such document(s) 
are not being filed with the Commission but constitute (along with 
the documents incorporated by reference into the Registration 
Statement pursuant to Item 3 of Part II hereof) a prospectus that 
meets the requirements of Section 10(a) of the Securities Act.

EXPLANATORY NOTE

	This Registration Statement includes a Prospectus, prepared in 
accordance with the requirements of Form S-3, which, pursuant to 
General Instruction C of Form S-8,  may be used for (i) the offer 
and sale by certain officers and directors of the Company who may 
be deemed to be "affiliates" of the Company, as that term is 
defined in Rule 405 under the Securities Act, of securities 
registered hereunder and (ii) reoffers and resales by certain 
participants in the Plans of shares of Common Stock, which shares 
are  restricted securities  as defined in Rule 144 under the 
Securities Act, issued upon the exercise of options granted 
pursuant to the Plans.



ORBIT INTERNATIONAL CORP.

                                                           

COMMON STOCK (Par Value $0.10 Per Share)

                                                           

UP TO 1,500,000 SHARES OF COMMON STOCK UNDER THE ORBIT 
INTERNATIONAL CORP. 1995 EMPLOYEE STOCK OPTION PLAN 
UP TO 150,000 SHARES OF COMMON STOCK UNDER THE ORBIT INTERNATIONAL 
CORP.  1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


	This Prospectus relates to (i) offers and sales of shares of 
Common Stock, par value $0.10 per share (the "Common Stock"), of 
Orbit International Corp., a Delaware corporation (the "Company" or 
"Orbit") that have been or will be acquired by certain officers and 
directors (the "Management Selling Security-Holders") who may be 
deemed to be  affiliates  of the Company, as defined in Rule 405 
under the Securities Act of 1933 (the "Securities Act"), upon 
exercise of options (the "Options") granted pursuant to (a) the 
Orbit International Corp. 1995 Employee Stock Option Plan (the 
"1995 Employee Plan") and (b) the 1995 Stock Option Plan for Non-
Employee Directors (the "1995 Non-Employee Director Plan" and 
together with the 1995 Employee Plan, the "Plans") and (ii) 
reoffers and resales by certain participants (with the Management 
Selling Security-Holders, the "Selling Security-Holders") in the 
Plans of shares of Common Stock, which shares are "restricted 
securities" as defined in Rule 144 under the Securities Act, issued 
upon exercise of the Options granted pursuant to the Plans.

	The Common Stock is quoted on the Nasdaq National Market  (the 
"Nasdaq National Market") under the symbol "ORBT."  The closing 
sales price for the Common Stock on April 23, 1997 was $2.00 per 
share.

	Shares of Common Stock covered by this Prospectus (the "Shares") 
may be offered and sold from time to time directly by the Selling 
Security-Holders or through brokers on the Nasdaq National Market 
or otherwise at the prices prevailing at the time of such sales.  
The net proceeds to the Selling Security-Holders will be the 
proceeds received by them upon such sales, less brokerage 
commissions, if any.  The Company will pay all expenses of 
preparing and reproducing this Prospectus, but will not receive any 
of the proceeds from sales by any of the Selling Security-Holders.  
The Selling Security-Holders, and any broker-dealers, agents, or 
underwriters through whom the Shares are sold, may be deemed 
"underwriters" within the meaning of the Securities Act with 
respect to securities offered by them, and any profits realized or 
commissions received by them may be deemed underwriting 
compensation.  See "Plan of Distribution."


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY 
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.

THE COMMON STOCK OFFERED HEREBY INVOLVES A SUBSTANTIAL DEGREE OF 
RISK. SEE "RISK FACTORS."

	No dealer, salesman, or any other person has been authorized to 
give any information or to make any representation other than as 
contained or incorporated by reference herein and, if given or 
made, such information or representation must not be relied upon as 
having been authorized by the Company.  This Prospectus does not 
constitute an offer to sell or a solicitation of an offer to buy 
securities by anyone in any jurisdiction in which such offering may 
not lawfully be made.  Neither the delivery of this Prospectus nor 
any sale made hereunder shall, under any circumstances, create any 
implication that there has been no change in the affairs of the 
Company or the information herein since the date hereof.  See "Risk 
Factors."


The date of this Prospectus is April 28, 1997




AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission 
(the "Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, 
a Registration Statement (the "Registration Statement") under the 
Securities Act with respect to the offering and sale from time to 
time of the Shares.  This Prospectus does not contain all the 
information set forth in the Registration Statement and the 
exhibits thereto, as permitted by the rules and regulations of the 
Commission.  For further information, reference is made to the 
Registration Statement and to the exhibits filed therewith.  
Statements contained in this Prospectus as to the contents of any 
contract or other document which has been filed or incorporated by 
reference as an exhibit to the Registration Statement are qualified 
in their entirety by reference to such exhibits for a complete 
statement of their terms and conditions.  Additionally, the Company 
is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and, in 
accordance therewith, files reports, proxy statements, and other 
information statements with the Commission.  Copies of such 
materials may be inspected without charge at the offices of the 
Commission, and copies of all or any part thereof may be obtained 
from the Commission s public reference facilities at 450 Fifth 
Street, N.W., Washington D.C. 20549 or at the regional offices of 
the Commission located at 7 World Trade Center, New York, New York 
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 
60661, upon payment of the fees prescribed by the Commission. The 
Registration Statement has been filed electronically with the 
Commission. The Commission maintains a Web site that contains 
reports, proxy and information statements and other information 
regarding registrants that file electronically with the Commission 
at http://www.sec.gov. In addition, the Common Stock is quoted on 
the Nasdaq National Market. Reports and other information 
concerning the Company may be inspected at the offices of the 
National Association of Securities Dealers, Inc., 1735 K Street, 
N.W., Washington, D.C. 20006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

	Incorporated herein by reference and made a part of this 
Prospectus  is the Company's Annual Report on Form 10-K/A No. 1 for 
the fiscal year ended December 31, 1996.  All documents 
subsequently filed by the Company with the Commission pursuant to 
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the 
date of this Prospectus and prior to the termination of the 
offering made hereby will be deemed to be incorporated by reference 
into this Prospectus and to be a part hereof from the respective 
dates of filing of such documents.  Any statement contained in any 
document incorporated by reference shall be deemed to be modified 
or superseded for purposes of this Prospectus to the extent that a 
statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.  Any such statement 
so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Prospectus.  
All information appearing in this Prospectus is qualified in its 
entirety by the information and financial statements (including 
notes thereto) appearing in the documents incorporated herein by 
reference, except to the extent set forth in the immediately 
preceding statement.

	The Company will provide without charge to each person who 
receives a prospectus, upon written or oral request of such person, 
a copy of the information that is incorporated by reference herein 
(not including exhibits to the information that is incorporated by 
reference herein).  Requests for such information should be 
directed to: Orbit International Corp., 80 Cabot Court, Hauppauge, 
New York 11788; Attention: Secretary.  The Company's telephone 
number is: (516)435-8300.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

	Certain statements included or incorporated by reference into this 
Prospectus constitute "forward-looking statements" within the 
meaning of the Private Securities Litigation Reform Act of 1995.  
All such forward-looking statements involve known and unknown 
risks, uncertainties and other factors which may cause the actual 
results, performance or achievements of the Company, or industry 
results, to be materially different from any future results, 
performance, or achievements expressed or implied by such forward-
looking statements.  Such factors include, among others, the 
following: general economic and business conditions; competitive 
factors in the industry, including additional competition from 
existing competitors or future entrants to the industry; social and 
economic conditions; local, state and federal regulations; changes 
in business strategy or development plans; the Company's 
indebtedness; availability, terms and deployment of capital; 
availability of qualified personnel; and other factors referenced 
in this Prospectus and in the Company's filings with the 
Commission.




THE COMPANY

	The following summary is qualified in its entirety by reference to 
the more detailed information and the financial statements and the 
related notes appearing elsewhere in this Prospectus or 
incorporated herein by reference.  Each prospective investor is 
urged to read this Prospectus in its entirety.  Investment in the 
securities offered hereby involves a high degree of risk.  See 
"Risk Factors."
		
	Orbit International Corp. (the "Company" or "Orbit") conducts its 
operations through its Orbit Instrument Division and its 
subsidiary, Behlman Electronics, Inc.  In August 1996, the Company 
announced that it was discontinuing operations of its apparel 
businesses.  Through its Orbit Instrument Division, which includes 
its wholly-owned subsidiary, Orbit Instrument of California, Inc., 
the Company is engaged in the design, manufacture and sale of 
customized electronic components and subsystems.  Behlman 
Electronics, Inc. is engaged in the design and manufacture of 
distortion-free commercial power units, power conversion devices 
and electronic devices for measurement and display. 

	In February 1996, the Company, through its wholly-owned 
subsidiary, Cabot Court, Inc. ("Cabot Court"), completed the 
acquisition of certain of the assets, subject to certain 
liabilities, of Astrosystems, Inc. and its wholly-owned subsidiary 
Behlman Electronics, Inc.  Concurrently with the purchase, Cabot 
Court changed its name to Behlman Electronics, Inc. ("Behlman").

	On August 6, 1996, the Board of Directors of the Company adopted a 
plan to sell and/or liquidate its U.S. and Canadian apparel 
operations.  The U.S. operations consisted of the design, 
importation and manufacture of women's active-wear and outer-wear, 
principally under the East/West label, through the Company's 
East/West Division and its subsidiary, East  End Apparel Group, 
Ltd.  In the fourth quarter of 1996, the Company entered into a 
three-year license agreement with a third party pursuant to which 
Orbit granted to the third party the right to manufacture and sell 
ladies apparel under the "East/West" trademark in the U.S. and 
Canada.  The operations of the East/West division are limited to 
servicing such license.

	The Canadian apparel operations have been operated through the 
Company's three wholly-owned subsidiaries in Canada: Canada 
Classique Inc. ("Classique"), Winnipeg Leather (1991) Inc. 
("Winnipeg Leather") and Symax Garment Co. (1993) Ltd. ("Symax").  
On March 12, 1997, Orbit commenced bankruptcy proceedings against 
Classique, which manufactured branded private label men's, women's 
and children's outer-wear in Winnipeg, Manitoba, Canada, and 
Winnipeg Leather, which manufactured women's garments under private 
labels in Winnipeg, Manitoba, Canada.  Classique and Winnipeg 
Leather are now in bankruptcy and Orbit has appointed a receiver 
and manager for the purpose of liquidating their assets.  The 
Company is currently seeking buyers for such assets.  On March 7, 
1997, substantially all of the assets of Symax, which manufactured 
and sold private label men's outer wear in Vancouver, British 
Columbia, Canada were sold to a third party.

	In July 1988 Orbit, through a wholly-owned subsidiary, USA 
Classic, Inc. ("USA Classic"), acquired all of the outstanding 
stock of U.S. Apparel, Inc.  In November 1992, USA Classic 
completed an initial public offering of 3,105,000 shares of its 
common stock, thereby reducing Orbit's ownership to approximately 
43%.  USA Classic designed, manufactured and marketed men's, 
women's and children's active-wear, sportswear and outer-wear until 
it, and its subsidiaries, filed petitions under Chapter 11 of the 
United States Bankruptcy Code in May 1994.

	The Company currently operates in one industry segment which 
involves the design and manufacture of various electronic 
components.  In prior years it also operated in two additional 
segments in which it designed and manufactured items of apparel in 
the United States and Canada.  The Company discontinued its apparel 
operations in August 1996.

	The Orbit Instrument Division designs, manufactures and sells 
customized panels, components, and subsystems for contract program 
requirements to prime contractors, governmental procurement 
agencies and  research and development laboratories.  The Company 
primarily designs and manufactures in support of specific military 
program requirements.  More recently, the Company has focused on 
providing commercial, non-military-"ruggedized" hardware for prime 
contractor programs at cost competitive pricing.  Products include 
a variety of custom designed plasma based telephonic 
intercommunication panels for secure voice airborne and shipboard 
program requirements, full-mil keyboards, trackballs and data entry 
display devices.  The Instrument Division's products, which in all 
cases are designed for customer requirements on a firm fixed price 
contract basis, have been successfully incorporated on surveillance 
aircraft programs, including E-2C, J/STARS, AWACS and P-3 
requirements and shipboard programs, including AEGIS, DDG'S, BFTT, 
LSD'S and LHA applications, as well as a variety of land based 
guidance control programs.


	On February 6, 1996, Cabot Court acquired for $3,706,700 (the 
"Purchase Price") certain of the assets, subject to certain 
liabilities, of Astrosystems, Inc. ("Astrosystems") and 
Astrosystems' wholly-owned subsidiary, BEI Electronics, Inc. 
("BEI").  The acquired assets, which included inventory, fixtures 
and equipment, had been used by Astrosystems and BEI in the 
business of manufacturing and selling power supplies, AC power 
sources, frequency converters, uninterruptable power supplies 
("UPS") and associated analytical equipment and other electronic 
equipment.  The Purchase Price is subject to adjustment based upon 
a final inventory valuation.  Orbit and Astrosystems have not yet 
agreed upon the final inventory valuation.  Cabot Court changed its 
name to Behlman Electronics, Inc.  ("Behlman") on February 7, 1996.

	The military division of Behlman designs and manufactures power 
conversion devices and electronic products for measurement and 
display.  The commercial products division produces high quality, 
distortion free commercial power units and low noise UPS.






RISK FACTORS

	This Prospectus contains certain forward-looking statements within 
the meaning of the Private Securities Litigation Reform Act of 
1995. Actual results could differ materially from those projected 
in the forward-looking statements as a result of certain 
uncertainties set forth below and elsewhere in this Prospectus.  An 
investment in the Shares is highly speculative, involves a high 
degree of risk.  Prospective investors, prior to making an 
investment decision, should carefully consider the following risk 
factors, in addition to the other information set forth in this 
Prospectus, in connection with an investment in the Common Stock 
offered hereby.

Competition 

	The competitive position of the Orbit Instrument Division 
within the electronics industry is, in the Company's view, 
predicated upon the Company's manufacturing techniques, its ability 
to design and manufacture products which will meet the specific 
needs of its customers and its long-standing successful 
relationship with its major customers.  There are numerous 
companies (many of which are substantially larger than the Company) 
capable of producing substantially all of the Company's products.  
However, to the Company's knowledge, none of such competitors 
currently produce all of the products that the Instrument Division 
produces.

	Competition in the markets for Behlman's commercial and 
military products depends on such factors as price, product 
reliability and performance, engineering and production.  In 
particular, due primarily to budgetary restraints and program 
cutbacks, competition in Behlman's government markets has been 
increasingly severe and price has become the major overriding 
factor in contract and subcontract awards.  To the best of the 
Company's knowledge, some of Behlman's regular competitors include 
larger companies with substantially greater capital resources and 
far larger engineering, administrative, sales and production staffs 
than Behlman.                                     		
Reliance on Substantial Customers

	General Motors Hughes Electronics Corporation ("GMHEC"), 
Northrup Grumman, various agencies of the United States government 
and Western Atlas accounted for approximately 28%, 15%, 17% and 12% 
respectively, of net sales from continuing operations of the 
Company for the fiscal year ended December 31, 1996.  The loss of 
any of these customers would have a material adverse effect on the 
sales and earnings of the Company.

	Since a significant amount of all of the products which the 
Company manufactures are used in military applications, any 
substantial reduction in overall military spending by the U. S. 
Federal government could have a material adverse effect on the 
Company's sales and earnings.

Special Features of Government Contracts and Defense Contracts

	Orders under U.S. Federal government prime contracts or 
subcontracts are customarily subject to termination at the 
convenience of the U.S. Federal government, in which event the 
contractor is normally entitled to reimbursement for allowable 
costs and to a reasonable allowance for profits, unless the 
termination of a contract was due to a default on the part of the 
contractor.

	A significant portion of the Company's revenues are subject 
to audit under the Vinson-Trammel Act of 1934 and other federal 
statutes since they are derived from sales under U.S. Federal 
government contracts.  The Company believes that adjustments to 
such revenues, if any, will not have a material effect on the 
Company's financial position.

	The Company continues to seek new contracts with the U.S. 
Federal government which require up-front design, engineering, 
prototype and preproduction costs.  While the Company attempts to 
negotiate contract awards for reimbursement of product development, 
there is no assurance that sufficient monies will be set aside by 
the government for such effort.  In addition, even if the 
government agrees to reimburse development costs, there is still a 
significant risk of cost overrun which may not be reimbursable. 
Furthermore, once the Company has completed the design and 
preproduction stage, there is no assurance that funding will be 
provided for future production.

	The Company is heavily dependent upon military spending as a 
source of revenues and income.  World events have led the U.S. 
Federal government to reevaluate the level of military spending 
necessary for national security. Any significant reductions in the 
level of military spending by the U.S. Federal government could 
have a negative impact on the Company's future revenues and 
earnings.  In addition, due to major consolidations in the defense 
industry, it has become more difficult to avoid dependence on 
certain customers for revenue and income.

Dependence upon Senior Management

	The success of the Company's business is dependent upon the 
active participation of the executive officers of the Company, most 
of whom have been employed by the Company for a number of years. In 
the event that the services of certain of such officers are lost 
for any reason, the Company's business may be materially and 
adversely affected.

Possible Anti-takeover Effects of Delaware Law

	The Company is subject to the provisions of Section 203 of 
the General Corporation Law of Delaware. In general, Section 203 
prohibits a publicly held Delaware corporation from engaging in a 
"business combination" with an "interested stockholder" for a 
period of three years after the date of the transaction in which 
the person becomes an interested stockholder, unless the business 
combination is approved in a prescribed manner or unless the 
interested stockholder acquires at least 85% of the corporation's 
voting stock (excluding shares held by certain designated 
stockholders) in the transaction in which it becomes an interested 
stockholder. A "business combination" includes mergers, asset 
sales, and other transactions resulting in a financial benefit to 
the interested stockholder. Subject to certain exceptions, an 
"interested stockholder" is a person who, together with affiliates 
and associates, owns, or within the previous three years did own, 
15% or more of the corporation's voting stock. This provision of 
the Delaware law could delay and make more difficult a business 
combination even if the business combination could be beneficial, 
in the short term, to the interests of the stockholders. This 
provision of the Delaware law could also limit the price certain 
investors might be willing to pay in the future for shares of 
Common Stock. 


Possible Volatility of Stock Price 

	The stock market has from time to time experienced extreme 
price and volume fluctuations that have been unrelated to the 
operating performance of particular companies. The market price of 
the Company's Common Stock may be significantly affected by 
quarterly variations in the Company's operating results, changes in 
financial estimates by securities analysts or failure by the 
Company to meet such estimates, litigation involving the Company, 
general trends in electronics industry, actions by governmental 
agencies, national economic and stock market conditions, industry 
reports and other factors, many of which are beyond the control of 
the Company.

Litigation

	The Company is a defendant in a class action suit commenced 
by an alleged shareholder of USA Classic, Inc. ("USA Classic") 
against USA Classic and certain of its directors in the United 
States District Court for the Southern District of New York.  The 
action was commenced on behalf of shareholders, other than the 
defendants, who acquired their shares from November 20, 1992, the 
date of the initial public offering of common stock of USA Classic 
through September 22, 1993, and alleges violations of the 
Securities Act of 1933 in connection with the offering as well as 
violations of Section 10(b) of the Securities Exchange Act of 1934.  
USA Classic filed a Bankruptcy Petition under Chapter 11 of the 
United States Bankruptcy Code in May 1994.  The plaintiffs are 
seeking compensatory damages as well as fees and expenses.  Should 
the plaintiffs succeed in this action, the Company may be liable 
for considerable damages.

Control by Management and Existing Stockholders

	The present directors, executive officers and principal 
stockholders of the Company and their affiliates beneficially own 
approximately  36.11% of the Company's outstanding securities.  
Accordingly, such stockholders, if they act together, will have the 
ability to effectively control the election of the Company's 
directors and most other stockholders' actions.  
	
USE OF PROCEEDS

	The Company will not receive any proceeds from the sale of 
the Common Stock by the Selling Security-Holders.  All such 
proceeds will be received by the Selling Security-Holders.

SELLING SECURITY-HOLDERS

	The following table sets forth (i) the name and principal 
position(s) over the past three years with the Company of each of 
the Selling Security-Holders, (ii) the number of shares of Common 
Stock beneficially owned by each Selling Security -Holder as of 
April 18, 1997; and (iii) the number of shares of Common Stock 
available to be acquired by each Selling Security-Holder pursuant 
to the Plans being registered hereby, some or all of which shares 
may be sold pursuant to this Prospectus.  Since any or all of the 
shares of Common Stock listed below may be offered for sale by the 
Selling Security-Holders from time to time, no estimate can be 
given as to the number of shares of Common Stock (or the percentage 
of the total class of Common Stock outstanding) that will be held 
by the Selling Security-Holders upon termination of this offering.  
Also included among the Selling Security-Holders may be certain 
unnamed non-affiliates of the Company, each of whom holds less than 
the lesser of 1000 shares or 1% of the shares issuable under each 
Plan.  When and if further information becomes available with 
respect to the names of additional Selling Security-Holders or the 
amounts of securities to be acquired pursuant to the Plans and sold 
by the Selling Security-Holders, such information will be included 
in a prospectus supplement.  Except as otherwise indicated, the 
Selling Security-Holders listed on the  table have sole voting and 
investment power with respect to the shares of Common Stock 
indicated.





NAME OF SELLING
SECURITY HOLDER

POSITION WITH
 THE COMPANY

NUMBER 
OF 
SHARES 
OF 
COMMON 
STOCK 
SUBJECT 
TO 
OPTIONS 
OWNED 
BEFORE 
THE 
OFFERING

NUMBER 
OF 
SHARES 
OF 
COMMON 
STOCK 
OWNED 
BEFORE 
THE 
OFFERING

NUMBER 
OF
SHARES
OFFERED



Dennis Sunshine
President, Chief 
Executive Officer 
and Director

275,000

995,138(1)

275,000

Bruce Reissman 
Executive Vice 
President, Chief 
Operating Officer 
and Director
260,000
693,614
260,000

Mitchell Binder
Vice President-
Finance, Chief 
Financial Officer 
and Director
200,000
20,200
200,000

Harlan Sylvan
Treasurer, 
Secretary and 
Controller
50,000
3,000
50,000

Nathan A. 
Greenberg
Director
6,000
2,000
6,000

John Malloy 
Director 
6,000
2,000
6,000

Stanley Morris
Director
6,000
5,000
6,000


_____________________

 (1)		Includes 690,614 shares held by Mr.Sunshine's wife and 
3,000 shares held in her IRA.	

DESCRIPTION OF CAPITAL STOCK 

Description of Securities

	The following summary of the terms of the Company's capital 
stock does not purport to be complete and is qualified in its 
entirety by reference to the applicable provisions of Delaware 
law, the Company's Certificate of Incorporation and the Company's 
By-Laws. 

	As set forth in the Certificate of Incorporation of the 
Company, the Company's authorized capital stock consists of 
25,000,000 shares of common stock, par value $.10 per share.

	
Common Stock

	The holders of Common Stock are entitled to one vote for 
each share held of record on all matters submitted to a vote of 
stockholders. The holders of Common Stock are entitled to receive 
ratably such dividends as are declared by the Board out of funds 
legally available therefor. In the event of a liquidation, 
dissolution or winding up of the Company, holders of Common Stock 
have the right to a ratable portion of assets remaining after 
payment of liabilities.  The holders of Common Stock have no 
preemptive rights or rights to convert their Common Stock into 
any other securities and are not subject to future calls or 
assessments by the Company. All outstanding shares of Common 
Stock are fully paid and non-assessable.



Delaware Law and Certain Charter and By-Law Provisions

	The Company is subject to the provisions of Section 203 of 
the General Corporation Law of Delaware. Section 203 prohibits a 
publicly-held Delaware corporation from engaging in a "business 
combination" with an "interested stockholder" for a period of 
three years after the date of the transaction in which the person 
became an interested stockholder, unless (i) before such person 
became an interested stockholder, the board of directors of the 
corporation approved the transaction in which the interested 
stockholder became an interested stockholder or approved the 
business combination; (ii) upon consummation of the transaction 
that resulted in the interested stockholder's becoming an 
interested stockholder, the interested stockholder owned at least 
85% of the voting stock of the corporation outstanding at the 
time the transaction commenced (excluding stock held by directors 
who are also officers of the corporation and by employee stock 
plans that do not provide employees with the right to determine 
confidentially whether shares held subject to the plan will be 
tendered in a tender or exchange offer); or (iii) following the 
transaction in which such person becomes an interested 
stockholder, the business consummation is approved by the board 
of directors of the corporation and authorized at a meeting of 
stockholders by the affirmative vote of the holders of 66 % of 
the outstanding voting stock of the corporation not owned by the 
interested stockholder.  A "business combination" includes 
mergers, asset sales and other transactions resulting in a 
financial benefit to the interested stockholder. Subject to 
certain exceptions, an "interested stockholder" is a person who, 
together with affiliates and associates, owns, or within three 
years did own, 15% or more of the corporation's voting stock.

	The General Corporation Law of Delaware provides generally 
that the affirmative vote of a majority of the shares entitled to 
vote on any matter is required to amend a corporation's 
Certificate of Incorporation or By-Laws, unless a corporation's 
Certificate of Incorporation or By-Laws, as the case may be, 
requires a greater percentage.  The Certificate of Incorporation 
requires an affirmative vote of the majority of the Company's 
voting power to amend the provisions of the Certificate of 
Incorporation with respect to the number and classification of 
the Board, stockholder action without written consent, director 
liability, indemnification and amendments to the Certificate of 
Incorporation. 

	The Certificate of Incorporation contains certain provisions 
permitted under the General Corporation Law of Delaware relating 
to the liability of directors. The provisions eliminate a 
Director's liability for monetary damages for a breach of 
fiduciary duty, except in certain circumstances, such as the 
breach of a Director's duty of loyalty or acts or omissions not 
in good faith which involve intentional misconduct or a knowing 
violation of law.  Further, the Certificate of Incorporation 
contains provisions to indemnify the Company's Directors and 
officers.

Transfer Agent and Registrar

	American Stock Transfer & Trust Company serves as Transfer 
Agent and Registrar for the Common Stock.

PLAN OF DISTRIBUTION

	The Shares offered by this Prospectus may be sold from time 
to time by the Selling Security-Holders or by transferees 
thereof.  No underwriting arrangements have been entered into by 
the Selling Security-Holders.  The distribution of the Shares by 
the Selling Security-Holders may be effected in one or more 
transactions that may take place in the over-the-counter market, 
including ordinary broker's transactions, privately negotiated 
transactions, or through sales to one or more dealers for resale 
of such shares as principals, at prevailing market prices at the 
time of sale, prices related to prevailing market prices, or 
negotiated prices.  Underwriter's discounts and usual and 
customary or specifically negotiated brokerage fees or 
commissions may be paid by a Selling Security-Holder in 
connection with sales of the Shares.

	In order to comply with certain state securities laws, if 
applicable, the Shares will be sold in such jurisdictions only 
through registered or licensed brokers or dealers.  In certain 
states, the Shares may not be sold unless such Shares have been 
registered or qualified for sale in such state or an exemption 
from registration or qualification is available and is complied 
with.
	Under applicable rules and regulations under the Exchange 
Act, any person engaged in a distribution of the Shares may not 
simultaneously engage in market-making activities with respect to 
such Shares for a period of one or five business days prior to 
the commencement of such distribution.  In addition to, and 
without limiting, the foregoing, each of the Selling Security-
Holders and any other person participating in a distribution will 
be subject to the applicable provisions of the Exchange Act and 
the rules and regulations thereunder, including, without 
limitation, Regulation M, which provisions may limit the timing 
of purchases and sales of any of the Shares by the Selling 
Security-Holders or any such other person.  All of the foregoing 
may affect the marketability of the Shares.  The Company will 
bear all expenses of the offering, except that the Selling 
Security-Holders will pay any applicable brokerage fees or 
commissions and transfer taxes.

LEGAL MATTERS

	The validity of the Shares has been passed upon for the 
Company by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New 
York, New York.

EXPERTS

	The consolidated financial statements of the Company 
appearing in the Company's Annual Report (Form 10K/A No. 1) for 
the year ended December 31, 1996, have been audited by Ernst & 
Young LLP, independent auditors, and at December 31, 1995, and 
for each of the two years in the period ended December 31, 1995, 
by Richard A. Eisner & Company, LLP, independent auditors, as set 
forth in their respective reports thereon included therein and 
incorporated herein by reference.  Such consolidated financial 
statements are incorporated herein by reference in reliance upon 
such reports given upon the authority of such firms as experts in 
accounting and auditing.









No dealer, salesman, or any other 
person has been authorized to give any 
information or to make any 
representation not contained in this 
Prospectus in connection with the 
offering made hereby, and, if given or 
made, such information or 
representation must not be relied upon 
as having been authorized by the 
Company. This Prospectus does not 
constitute an offer to sell, or a 
solicitation of an offer to buy, any of 
the securities offered hereby in any 
jurisdiction to any person to whom it 
is unlawful to make such an offer or 
solicitation in such jurisdiction. 
Neither the delivery of this Prospectus 
nor any sale made hereunder shall under 
any circumstances create any 
implication that there has been no 
change in the affairs of the Company 
since the date hereof or that the 
information contained herein is correct 
as of any time subsequent to the dates 
as of which such information is 
furnished. 



____________________

TABLE OF CONTENTS



Page

Available Information                2
Incorporation of Certain 
Documents by Reference	            2
Special Note Regarding 
Forward Looking Statement            2
The Company	                      3
Risk Factors	                      5
Use of Proceeds	                 6
Selling Security-Holders	            7
Description of Capital Stock	       7
Plan of Distribution	            8
Legal Matters	                      9
Experts	                            9

















_________________


ORBIT
INTERNATIONAL
CORP.









Common Stock








_________________

PROSPECTUS

_________________


















April 28, 1997






PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.	Incorporation of Certain Documents by Reference


	Incorporated herein by reference and made a part of the 
Registration Statement are the following documents filed by the 
Company with the Commission: the Company's Annual Report on Form 
10-K/A No. 1 for the fiscal year ended December 31, 1996.  All 
documents subsequently filed by the Company with the Commission 
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 
after the date of this Prospectus and prior to the termination of 
the offering made hereby will be deemed to be incorporated by 
reference into this Prospectus and to be a part hereof from the 
date of filing of such documents.

	A copy of any and all of the information included in 
documents (but not exhibits thereto except to the extent exhibits 
have been incorporated in such documents) that have been 
incorporated by reference in this Prospectus but which are not 
delivered with this Prospectus will be provided by the Company 
without charge to any person to whom this Prospectus is 
delivered, upon the oral or written request of such person.  Such 
requests should be directed to Orbit International Corp., 80 
Cabot Court, Hauppauge, New York 11788, Attention: Secretary.  
The Company's telephone number is (516) 435-8300.

Item 4.	Description of Securities

	Not Applicable.

Item 5.	Interests of Named Experts and Counsel

	The validity of the Common Stock issuable upon the exercise 
of options granted pursuant to the Plans will be passed upon by 
Squadron, Ellenoff, Plesent & Sheinfeld, LLP, 551 Fifth Avenue, 
New York, New York  10176.  

Item 6.	Indemnification of Directors and Officers

		Delaware General Corporation Law (the "DGCL"), Section 
102(b)(7), enables a corporation in its original certificate of 
incorporation, or an amendment thereto validly approved by 
stockholders, to eliminate or limit personal liability of members 
of its Board for violations of a director's fiduciary duty of 
care.  However, the elimination of limitation shall not apply 
where there has been a breach of the duty of loyalty, failure to 
act in good faith, intentional misconduct or a knowing violation 
of a law, the payment of a dividend or approval of a stock 
repurchase which is deemed illegal or an improper personal 
benefit is obtained.  The Company's Certificate of Incorporation 
eliminates the liability of directors to the extent permitted by 
Section 102(b)(7) of the DGCL.

	Reference is made to Section 145 of the DGCL which provides 
that a corporation may indemnify directors and officers as well 
as  other employees and individuals against expenses (including 
attorneys' fees), judgement, fines and amounts paid in settlement 
in connection with specified actions, suits or proceedings, 
whether civil, criminal, administrative or investigative(other 
than an action by or in the right of the corporation (a 
"derivative action")); if they acted in good faith and in a 
manner they reasonably believed to be in or not opposed to the 
best interests of the corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe 
their conduct was unlawful.  A similar standard is applicable in 
the case of derivative actions, except that indemnification only 
extends to expenses (including attorneys' fees) incurred in 
connection with defense or settlement of such action, and the 
statute requires court approval before there can be any 
indemnification where the person seeking indemnification has been 
found liable to the corporation.  The statute provided that it is 
not exclusive of other indemnification that may be granted by a 
corporation's charter, by-laws, disinterested director vote, 
stockholder vote, agreement or otherwise.  The Certificate of 
Incorporation of the Company provides for such indemnification of 
its directors and officers as permitted by Delaware law.

	Reference is made to Article 11  of the Certificate of 
Incorporation of the Company for certain indemnification rights 
of officers and directors of the Company.

	In addition, the Company maintains a directors' and 
officers' liability insurance policy.

	Not Applicable.


Item 8.	Exhibits

3.1
Certificate of Incorporation.(1)


3.2
Amended and Restated By-Laws.(2)


4.3
Orbit International Corp. 1995 Employee 
Stock Option Plan. (3)


4.4
Orbit International Corp. 1995 Stock 
Option Plan for Non-Employee 
Directors.(4)


5.1
Opinion of Squadron, Ellenoff, Plesent & 
Sheinfeld, LLP dated April 28, 1997.


23.1
Consent of Squadron, Ellenoff, Plesent & 
Sheinfeld, LLP (included in Exhibit 5).


23.2
Consent of Ernst & Young LLP. 


23.3
Consent of Richard A. Eisner & Company, 
LLP.


24.1
Power of Attorney (included on the 
signature page hereof).




____________________

(1)	Incorporated by reference to Exhibit 3(a) to Registrant's 
Annual Report on Form 10-K for the fiscal year ended June 30, 
1991.

(2)	Incorporated by reference to the Exhibit  3(b) to 
Registrant's Annual Report on Form 10-K for the fiscal year 
ended June 30, 1988.

(3)	Incorporated by reference to Exhibit 4(a) to  Registrant's 
Annual Report on Form 10-K for the fiscal year ended December 
31, 1995.

(4)	Incorporated by reference to the Exhibit 4(b) to 
Registrant's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1995.




Item 9.	Undertakings

(a)		The undersigned registrant 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;

	(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 (a)(1)(i) and (a)(1)(ii) do 
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in 
periodic reports filed by the registrant pursuant to Section 13 
or Section 15(d) of the Exchange Act that are incorporated by 
reference in the Registration Statement.

	(2)	That, for the purpose of determining any liability 
under the Securities Act, 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.

	(b)	The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, 
each filing of the registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Exchange Act (and, where 
applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) 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.

	(c)	Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the 
Securities Act and is, therefore, unenforceable.  In the event 
that a claim for indemnification against such liabilities (other 
than the payment by the registrant of expenses incurred or paid 
by a director, officer or controlling person of the registrant 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 registrant 
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 and will be governed by the final adjudication 
of such issue.



SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, 
the 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 
the County of Suffolk, State of New York, on the  28th day of 
April, 1997.

ORBIT INTERNATIONAL CORP.



                                  By:      /s/ Dennis Sunshine
	                                         Dennis Sunshine
                                           President, Chief
                                           Executive Officer
                                           and Director



POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints Dennis Sunshine 
and Mitchell Binder, or any one of them, his true and lawful 
attorney-in-fact and agent, with full power of substitution and 
resubstitution, for him and in his name, place, and stead, in any 
and all capacities, to sign any and all pre- or post-effective 
amendments to this Registration Statement, and to file the same 
with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting 
unto said attorney-in-fact and agent, full power and authority to 
do and perform each and every act and thing requisite or 
necessary to be done in and about the premises, as fully to all 
intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorney-in-fact and 
agent, or their or his substitutes, may lawfully do or cause to 
be done by virtue hereof.

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

	Signature	Title		Date



          				
/s/ Dennis Sunshine         President, Chief
   Dennis Sunshine          Executive Officer      April 28, 1997
                            and Director 
	

/s/ Mitchell Binder         Vice President/
   Mitchell Binder          Finance, Chief         April 28, 1997
                            Financial Officer
                            and Director	


		

/s/Bruce Reissman           Executive Vice 
  Bruce Reissman            President, Chief       April 28, 1997
                            Operating Officer
                            and Director		
	


/s/ Harlan Sylvan           Treasurer, Secretary
   Harlan Sylvan            and Controller         April 28, 1997




/s/Nathan A. Greenberg      Director               April 28, 1997
  Nathan A. Greenberg	



/s/ John Molloy             Director               April 28, 1997
   John Molloy	


/s/ Stanley Morris          Director               April 28, 1997
   Stanley Morris 






Exhibit Index

Exhibit Number	Description

3.1	Certificate of Incorporation.(1)

3.2	Amended and Restated By-Laws.(2)	

4.3	Orbit International Corp. 1995 Employee Stock Option Plan.
     (3) 

4.4	Orbit International Corp. 1995 Stock Option Plan for Non-   
     Employee Directors.(4)	

5.1	Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
     dated April 28, 1997.	

23.1	Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
     (included in Exhibit 5).	

23.2	Consent of Ernst & Young LLP. 	

23.3	Consent of Richard A. Eisner & Company, LLP.	

24.1	Power of Attorney (included on the signature page hereof).	


____________________

(1)	Incorporated by reference to Exhibit 3(a) to Registrant's 
Annual Report on Form 10-K for the fiscal year ended June 30, 
1991.

(2)	Incorporated by reference to the Exhibit 3(b) to 
Registrant's Annual Report on Form 10-K for the fiscal year 
ended June 30, 1988.

(3)	Incorporated by reference to Exhibit 4(a) to  Registrant's 
Annual Report on Form 10-K for the fiscal year ended December 
31, 1995.

(4)	Incorporated by reference to the Exhibit 4(b) to 
Registrant's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1995.



EXHIBIT 5.1



Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York  10176


                                          April 28, 1997


Orbit International Corp.
80 Cabot Court
Happauge, New York 11788


	Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

	You have requested our opinion, as counsel for Orbit 
International Corp., a Delaware corporation (the "Company"), in 
connection with the registration statement on Form S-8 (the 
"Registration Statement"), filed with the Securities and Exchange 
Commission under the Securities Act of 1933 (the "Act").  The 
Registration Statement relates to, among other things, an 
offering by the Company of an aggregate of 1,500,000 shares of 
common stock, par value $.10 per share, of the Company (the 
"Common Stock") pursuant to the Orbit International Corp. 1995 
Employee Stock Option Plan and 150,000 shares of Common Stock 
pursuant to the Orbit International Corp. 1995 Non-Employee 
Director Plan.

	We have examined such records and documents and made such 
examinations of law as we have deemed relevant in connection with 
this opinion.  It is our opinion that when there has been 
compliance with the Act and the applicable state securities laws, 
the shares of Common Stock to be sold by the Company, when 
issued, delivered, and paid for in the manner described in the 
Registration Statement, will be legally issued, and the shares of 
Common Stock, when so issued, delivered and paid for, will also 
be fully paid and nonassessable.

	We hereby consent to the filing of this opinion as an exhibit 
to the Registration Statement and to the reference to our firm 
under the caption "Legal Matters" in the Registration Statement.  
In so doing, we do not admit that we are in the category of 
persons whose consent is required under Section 7 of the Act or 
the rules and regulations of the Securities and Exchange 
Commission promulgated thereunder.

                                                      
                                          Very truly yours,


                                                      
                                          /s/ Squadron, Ellenoff,
                                         Plesent & Sheinfeld, LLP




EXHIBIT 23.2 - Consent of Ernst & Young LLP
          

	We consent to the reference to our firm under the caption 
"Experts" in the Registration Statement (Form S-8 No. 333-    ) 
pertaining to the Orbit International Corporation 1995 Employee 
Stock Option Plan and Orbit International Corporation 1995 Stock 
Option Plan for Non-Employee Directors of Orbit International 
Corp. and to the incorporation by reference therein of our report 
dated March 12, 1997, with respect to the consolidated financial 
statements and schedule of Orbit International Corp. included in 
its Annual Report (Form 10-K/A No. 1) for the year ended December 
31, 1996, filed with the Securities and Exchange Commission.


					                   /s/ Ernst & Young LLP


New York, New York
April 28, 1997
  









EXHIBIT 23.3 - Consent of Richard A. Eisner & Company, LLP.








	We consent to the incorporation by reference in this 
Registration Statement on Form S-8, by Orbit International Corp. 
of our report dated March 21, 1996 on the financial statements 
and schedule II of Orbit International Corp. as at December 31, 
1995 and for each of the years in the two-year period ended 
December 31, 1995, and to the reference to our firm, appearing 
under the heading "Experts" in the Prospectus.


					        /s/ Richard A. Eisner & Company, LLP.


New York, New York
April 23, 1997



 ...


 ...172256-4.WPD







	


	






 ...172256-4.WPD


 ...172256-4.WPD





III


 ...


 ...
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 57888}]
{"company-data": {"conformed-name": "ORBIT INTERNATIONAL CORP", "cik": "0000074818", "assigned-sic": "2330", "irs-number": "111826363", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25979", "film-number": "97588746"}, "business-address": {"street1": "80 CABOT CT", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5164358300"}, "mail-address": {"street1": "80 CABOT COURT", "street2": "80 CABOT COURT", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}, "former-company": {"former-conformed-name": "ORBIT INSTRUMENT CORP", "date-changed": "19911015"}}
Registration No. 333-_____

 As filed with the Securities and Exchange Commission on April 28, 1997

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

Registration Statement Under The Securities Act of 1933

ORBIT INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)

    Delaware
(State or other jurisdiction 
of incorporation or 
organization)

11-1826363
(I.R.S. Employer 
Identification No.)

Dennis Sunshine
President and Chief Executive Officer
Orbit International Corp.
80 Cabot Court
Hauppauge, New York 11788
(Address, including zip code, and telephone 
number, including area code,
of registrant's principal executive offices and 
agent for service)

Orbit International Corporation 1995
Employee Stock Option Plan and 
Orbit International Corporation 1995
Stock Option Plan for Non-Employee
Directors

Copy to:
Barbara A. Wood, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176

(212) 661-6500

CALCULATION OF REGISTRATION FEE

Title of 
Securities
To Be 
Registered

Amount
To Be
Registered 
(1)

Proposed
Maximum
Offering 
Price
Per Share

Proposed
Maximum  
Aggregate
Offering Price

Amount of 
Registration
Fee (3)

Common Stock, 
par
 value $0.10 
per share

825,500 (5)

$1.25

$1,031,875(3)

$312.69

 
Common Stock, 
par value $0.10 
per share 

248,500 (5) 

$0.81

$201,285(3)

$70.00

Common Stock, 
par value $0.10 
per share

10,000(5)

$1.81

$18,100(3)

$5.49

Common Stock, 
par value $0.10 
per share

416,000(5)

$2.00(2)

$832,000(2)(4)

$252.12

Common Stock, 
par value $0.10 
per share

15,000(6)

$1.25

$18,750(3)

$5.68

Common Stock, 
par value $0.10 
per share

3,000(6)

$1.0625

$3,187.50(3)

$0.97

Common Stock, 
par value $0.10 
per share

132,000(6)

$2.00(2)

$264,000(2)(4)

$80.00

Totals

1,650,000

$2,369,197.50

$717.94

(1)	Plus such indeterminate number of shares pursuant to Rule 416 as 
may be issued in respect of stock splits, stock dividends and 
similar transactions.

(2)	Estimated solely for the purpose of calculating the registration 
fee pursuant to  Rule457(h) under the Securities Act of 1933 on 
the average high and low prices for the Common Stock, as reported 
on the Nasdaq National Market on April  23, 1997.

(3)	Based upon the  actual  prices  at  which  the  1,084,000  shares  
	subject  to  options  currently  outstanding   under   the   1995  
	Employee  Stock  Option  Plan  (the  "1995 Employee Plan") and the  
	18,000  shares  subject  to  options  currently  outstanding under  
	the  1995  Stock  Option  Plan  for  Non-Employee  Directors  (the 
	"1995  Non-Employee  Director  Plan") (together  the  "Plans") are
	exercisable .
	 
(4)	Assuming  that the 548,000 shares  underlying  options  remaining  
	available  for grants under the Plans are  exercisable  for  $2.00 
	per share.
   
(5)	The number of shares of Common Stock being registered   represents   
	the shares  of Common  Stock  that  may  be  issued  on  the  date 
	hereof under the 1995 Employee Plan pursuant to options  issued or 
	to be issued under the 1995 Employee Plan.
 
(6)	The number of shares of Common Stock being registered   represents   
	the  shares  of  Common  Stock  that  may  be issued  on the  date 
	hereof  under  the  1995 Non-Employee Director  Plan  pursuant  to  
	options  issued  or to  be issued  under the Non-Employee Director 
	Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

	The document(s) containing information specified by Part I of this 
Form S-8 Registration Statement (the "Registration Statement") has 
been or will be sent or given to participants in the 1995 Employee 
Stock Option Plan (the  "1995 Employee Plan") and the 1995 Stock 
Option Plan for Non-Employee Directors (the "1995 Non-Employee 
Director Plan" and together with the 1995 Employee Plan, the 
"Plans") as specified in Rule 428(b)(1) promulgated by the 
Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933 (the "Securities Act").  Such document(s) 
are not being filed with the Commission but constitute (along with 
the documents incorporated by reference into the Registration 
Statement pursuant to Item 3 of Part II hereof) a prospectus that 
meets the requirements of Section 10(a) of the Securities Act.

EXPLANATORY NOTE

	This Registration Statement includes a Prospectus, prepared in 
accordance with the requirements of Form S-3, which, pursuant to 
General Instruction C of Form S-8,  may be used for (i) the offer 
and sale by certain officers and directors of the Company who may 
be deemed to be "affiliates" of the Company, as that term is 
defined in Rule 405 under the Securities Act, of securities 
registered hereunder and (ii) reoffers and resales by certain 
participants in the Plans of shares of Common Stock, which shares 
are  restricted securities  as defined in Rule 144 under the 
Securities Act, issued upon the exercise of options granted 
pursuant to the Plans.

ORBIT INTERNATIONAL CORP.

                                                           

COMMON STOCK (Par Value $0.10 Per Share)

                                                           

UP TO 1,500,000 SHARES OF COMMON STOCK UNDER THE ORBIT 
INTERNATIONAL CORP. 1995 EMPLOYEE STOCK OPTION PLAN 
UP TO 150,000 SHARES OF COMMON STOCK UNDER THE ORBIT INTERNATIONAL 
CORP.  1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

	This Prospectus relates to (i) offers and sales of shares of 
Common Stock, par value $0.10 per share (the "Common Stock"), of 
Orbit International Corp., a Delaware corporation (the "Company" or 
"Orbit") that have been or will be acquired by certain officers and 
directors (the "Management Selling Security-Holders") who may be 
deemed to be  affiliates  of the Company, as defined in Rule 405 
under the Securities Act of 1933 (the "Securities Act"), upon 
exercise of options (the "Options") granted pursuant to (a) the 
Orbit International Corp. 1995 Employee Stock Option Plan (the 
"1995 Employee Plan") and (b) the 1995 Stock Option Plan for Non-
Employee Directors (the "1995 Non-Employee Director Plan" and 
together with the 1995 Employee Plan, the "Plans") and (ii) 
reoffers and resales by certain participants (with the Management 
Selling Security-Holders, the "Selling Security-Holders") in the 
Plans of shares of Common Stock, which shares are "restricted 
securities" as defined in Rule 144 under the Securities Act, issued 
upon exercise of the Options granted pursuant to the Plans.

	The Common Stock is quoted on the Nasdaq National Market  (the 
"Nasdaq National Market") under the symbol "ORBT."  The closing 
sales price for the Common Stock on April 23, 1997 was $2.00 per 
share.

	Shares of Common Stock covered by this Prospectus (the "Shares") 
may be offered and sold from time to time directly by the Selling 
Security-Holders or through brokers on the Nasdaq National Market 
or otherwise at the prices prevailing at the time of such sales.  
The net proceeds to the Selling Security-Holders will be the 
proceeds received by them upon such sales, less brokerage 
commissions, if any.  The Company will pay all expenses of 
preparing and reproducing this Prospectus, but will not receive any 
of the proceeds from sales by any of the Selling Security-Holders.  
The Selling Security-Holders, and any broker-dealers, agents, or 
underwriters through whom the Shares are sold, may be deemed 
"underwriters" within the meaning of the Securities Act with 
respect to securities offered by them, and any profits realized or 
commissions received by them may be deemed underwriting 
compensation.  See "Plan of Distribution."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY 
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.

THE COMMON STOCK OFFERED HEREBY INVOLVES A SUBSTANTIAL DEGREE OF 
RISK. SEE "RISK FACTORS."

	No dealer, salesman, or any other person has been authorized to 
give any information or to make any representation other than as 
contained or incorporated by reference herein and, if given or 
made, such information or representation must not be relied upon as 
having been authorized by the Company.  This Prospectus does not 
constitute an offer to sell or a solicitation of an offer to buy 
securities by anyone in any jurisdiction in which such offering may 
not lawfully be made.  Neither the delivery of this Prospectus nor 
any sale made hereunder shall, under any circumstances, create any 
implication that there has been no change in the affairs of the 
Company or the information herein since the date hereof.  See "Risk 
Factors."

The date of this Prospectus is April 28, 1997

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission 
(the "Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, 
a Registration Statement (the "Registration Statement") under the 
Securities Act with respect to the offering and sale from time to 
time of the Shares.  This Prospectus does not contain all the 
information set forth in the Registration Statement and the 
exhibits thereto, as permitted by the rules and regulations of the 
Commission.  For further information, reference is made to the 
Registration Statement and to the exhibits filed therewith.  
Statements contained in this Prospectus as to the contents of any 
contract or other document which has been filed or incorporated by 
reference as an exhibit to the Registration Statement are qualified 
in their entirety by reference to such exhibits for a complete 
statement of their terms and conditions.  Additionally, the Company 
is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and, in 
accordance therewith, files reports, proxy statements, and other 
information statements with the Commission.  Copies of such 
materials may be inspected without charge at the offices of the 
Commission, and copies of all or any part thereof may be obtained 
from the Commission s public reference facilities at 450 Fifth 
Street, N.W., Washington D.C. 20549 or at the regional offices of 
the Commission located at 7 World Trade Center, New York, New York 
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 
60661, upon payment of the fees prescribed by the Commission. The 
Registration Statement has been filed electronically with the 
Commission. The Commission maintains a Web site that contains 
reports, proxy and information statements and other information 
regarding registrants that file electronically with the Commission 
at http://www.sec.gov. In addition, the Common Stock is quoted on 
the Nasdaq National Market. Reports and other information 
concerning the Company may be inspected at the offices of the 
National Association of Securities Dealers, Inc., 1735 K Street, 
N.W., Washington, D.C. 20006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

	Incorporated herein by reference and made a part of this 
Prospectus  is the Company's Annual Report on Form 10-K/A No. 1 for 
the fiscal year ended December 31, 1996.  All documents 
subsequently filed by the Company with the Commission pursuant to 
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the 
date of this Prospectus and prior to the termination of the 
offering made hereby will be deemed to be incorporated by reference 
into this Prospectus and to be a part hereof from the respective 
dates of filing of such documents.  Any statement contained in any 
document incorporated by reference shall be deemed to be modified 
or superseded for purposes of this Prospectus to the extent that a 
statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.  Any such statement 
so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Prospectus.  
All information appearing in this Prospectus is qualified in its 
entirety by the information and financial statements (including 
notes thereto) appearing in the documents incorporated herein by 
reference, except to the extent set forth in the immediately 
preceding statement.

	The Company will provide without charge to each person who 
receives a prospectus, upon written or oral request of such person, 
a copy of the information that is incorporated by reference herein 
(not including exhibits to the information that is incorporated by 
reference herein).  Requests for such information should be 
directed to: Orbit International Corp., 80 Cabot Court, Hauppauge, 
New York 11788; Attention: Secretary.  The Company's telephone 
number is: (516)435-8300.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

	Certain statements included or incorporated by reference into this 
Prospectus constitute "forward-looking statements" within the 
meaning of the Private Securities Litigation Reform Act of 1995.  
All such forward-looking statements involve known and unknown 
risks, uncertainties and other factors which may cause the actual 
results, performance or achievements of the Company, or industry 
results, to be materially different from any future results, 
performance, or achievements expressed or implied by such forward-
looking statements.  Such factors include, among others, the 
following: general economic and business conditions; competitive 
factors in the industry, including additional competition from 
existing competitors or future entrants to the industry; social and 
economic conditions; local, state and federal regulations; changes 
in business strategy or development plans; the Company's 
indebtedness; availability, terms and deployment of capital; 
availability of qualified personnel; and other factors referenced 
in this Prospectus and in the Company's filings with the 
Commission.

THE COMPANY

	The following summary is qualified in its entirety by reference to 
the more detailed information and the financial statements and the 
related notes appearing elsewhere in this Prospectus or 
incorporated herein by reference.  Each prospective investor is 
urged to read this Prospectus in its entirety.  Investment in the 
securities offered hereby involves a high degree of risk.  See 
"Risk Factors."
		
	Orbit International Corp. (the "Company" or "Orbit") conducts its 
operations through its Orbit Instrument Division and its 
subsidiary, Behlman Electronics, Inc.  In August 1996, the Company 
announced that it was discontinuing operations of its apparel 
businesses.  Through its Orbit Instrument Division, which includes 
its wholly-owned subsidiary, Orbit Instrument of California, Inc., 
the Company is engaged in the design, manufacture and sale of 
customized electronic components and subsystems.  Behlman 
Electronics, Inc. is engaged in the design and manufacture of 
distortion-free commercial power units, power conversion devices 
and electronic devices for measurement and display. 

	In February 1996, the Company, through its wholly-owned 
subsidiary, Cabot Court, Inc. ("Cabot Court"), completed the 
acquisition of certain of the assets, subject to certain 
liabilities, of Astrosystems, Inc. and its wholly-owned subsidiary 
Behlman Electronics, Inc.  Concurrently with the purchase, Cabot 
Court changed its name to Behlman Electronics, Inc. ("Behlman").

	On August 6, 1996, the Board of Directors of the Company adopted a 
plan to sell and/or liquidate its U.S. and Canadian apparel 
operations.  The U.S. operations consisted of the design, 
importation and manufacture of women's active-wear and outer-wear, 
principally under the East/West label, through the Company's 
East/West Division and its subsidiary, East  End Apparel Group, 
Ltd.  In the fourth quarter of 1996, the Company entered into a 
three-year license agreement with a third party pursuant to which 
Orbit granted to the third party the right to manufacture and sell 
ladies apparel under the "East/West" trademark in the U.S. and 
Canada.  The operations of the East/West division are limited to 
servicing such license.

	The Canadian apparel operations have been operated through the 
Company's three wholly-owned subsidiaries in Canada: Canada 
Classique Inc. ("Classique"), Winnipeg Leather (1991) Inc. 
("Winnipeg Leather") and Symax Garment Co. (1993) Ltd. ("Symax").  
On March 12, 1997, Orbit commenced bankruptcy proceedings against 
Classique, which manufactured branded private label men's, women's 
and children's outer-wear in Winnipeg, Manitoba, Canada, and 
Winnipeg Leather, which manufactured women's garments under private 
labels in Winnipeg, Manitoba, Canada.  Classique and Winnipeg 
Leather are now in bankruptcy and Orbit has appointed a receiver 
and manager for the purpose of liquidating their assets.  The 
Company is currently seeking buyers for such assets.  On March 7, 
1997, substantially all of the assets of Symax, which manufactured 
and sold private label men's outer wear in Vancouver, British 
Columbia, Canada were sold to a third party.

	In July 1988 Orbit, through a wholly-owned subsidiary, USA 
Classic, Inc. ("USA Classic"), acquired all of the outstanding 
stock of U.S. Apparel, Inc.  In November 1992, USA Classic 
completed an initial public offering of 3,105,000 shares of its 
common stock, thereby reducing Orbit's ownership to approximately 
43%.  USA Classic designed, manufactured and marketed men's, 
women's and children's active-wear, sportswear and outer-wear until 
it, and its subsidiaries, filed petitions under Chapter 11 of the 
United States Bankruptcy Code in May 1994.

	The Company currently operates in one industry segment which 
involves the design and manufacture of various electronic 
components.  In prior years it also operated in two additional 
segments in which it designed and manufactured items of apparel in 
the United States and Canada.  The Company discontinued its apparel 
operations in August 1996.

	The Orbit Instrument Division designs, manufactures and sells 
customized panels, components, and subsystems for contract program 
requirements to prime contractors, governmental procurement 
agencies and  research and development laboratories.  The Company 
primarily designs and manufactures in support of specific military 
program requirements.  More recently, the Company has focused on 
providing commercial, non-military-"ruggedized" hardware for prime 
contractor programs at cost competitive pricing.  Products include 
a variety of custom designed plasma based telephonic 
intercommunication panels for secure voice airborne and shipboard 
program requirements, full-mil keyboards, trackballs and data entry 
display devices.  The Instrument Division's products, which in all 
cases are designed for customer requirements on a firm fixed price 
contract basis, have been successfully incorporated on surveillance 
aircraft programs, including E-2C, J/STARS, AWACS and P-3 
requirements and shipboard programs, including AEGIS, DDG'S, BFTT, 
LSD'S and LHA applications, as well as a variety of land based 
guidance control programs.

	On February 6, 1996, Cabot Court acquired for $3,706,700 (the 
"Purchase Price") certain of the assets, subject to certain 
liabilities, of Astrosystems, Inc. ("Astrosystems") and 
Astrosystems' wholly-owned subsidiary, BEI Electronics, Inc. 
("BEI").  The acquired assets, which included inventory, fixtures 
and equipment, had been used by Astrosystems and BEI in the 
business of manufacturing and selling power supplies, AC power 
sources, frequency converters, uninterruptable power supplies 
("UPS") and associated analytical equipment and other electronic 
equipment.  The Purchase Price is subject to adjustment based upon 
a final inventory valuation.  Orbit and Astrosystems have not yet 
agreed upon the final inventory valuation.  Cabot Court changed its 
name to Behlman Electronics, Inc.  ("Behlman") on February 7, 1996.

	The military division of Behlman designs and manufactures power 
conversion devices and electronic products for measurement and 
display.  The commercial products division produces high quality, 
distortion free commercial power units and low noise UPS.

RISK FACTORS

	This Prospectus contains certain forward-looking statements within 
the meaning of the Private Securities Litigation Reform Act of 
1995. Actual results could differ materially from those projected 
in the forward-looking statements as a result of certain 
uncertainties set forth below and elsewhere in this Prospectus.  An 
investment in the Shares is highly speculative, involves a high 
degree of risk.  Prospective investors, prior to making an 
investment decision, should carefully consider the following risk 
factors, in addition to the other information set forth in this 
Prospectus, in connection with an investment in the Common Stock 
offered hereby.

Competition 

	The competitive position of the Orbit Instrument Division 
within the electronics industry is, in the Company's view, 
predicated upon the Company's manufacturing techniques, its ability 
to design and manufacture products which will meet the specific 
needs of its customers and its long-standing successful 
relationship with its major customers.  There are numerous 
companies (many of which are substantially larger than the Company) 
capable of producing substantially all of the Company's products.  
However, to the Company's knowledge, none of such competitors 
currently produce all of the products that the Instrument Division 
produces.

	Competition in the markets for Behlman's commercial and 
military products depends on such factors as price, product 
reliability and performance, engineering and production.  In 
particular, due primarily to budgetary restraints and program 
cutbacks, competition in Behlman's government markets has been 
increasingly severe and price has become the major overriding 
factor in contract and subcontract awards.  To the best of the 
Company's knowledge, some of Behlman's regular competitors include 
larger companies with substantially greater capital resources and 
far larger engineering, administrative, sales and production staffs 
than Behlman.                                     		
Reliance on Substantial Customers

	General Motors Hughes Electronics Corporation ("GMHEC"), 
Northrup Grumman, various agencies of the United States government 
and Western Atlas accounted for approximately 28%, 15%, 17% and 12% 
respectively, of net sales from continuing operations of the 
Company for the fiscal year ended December 31, 1996.  The loss of 
any of these customers would have a material adverse effect on the 
sales and earnings of the Company.

	Since a significant amount of all of the products which the 
Company manufactures are used in military applications, any 
substantial reduction in overall military spending by the U. S. 
Federal government could have a material adverse effect on the 
Company's sales and earnings.

Special Features of Government Contracts and Defense Contracts

	Orders under U.S. Federal government prime contracts or 
subcontracts are customarily subject to termination at the 
convenience of the U.S. Federal government, in which event the 
contractor is normally entitled to reimbursement for allowable 
costs and to a reasonable allowance for profits, unless the 
termination of a contract was due to a default on the part of the 
contractor.

	A significant portion of the Company's revenues are subject 
to audit under the Vinson-Trammel Act of 1934 and other federal 
statutes since they are derived from sales under U.S. Federal 
government contracts.  The Company believes that adjustments to 
such revenues, if any, will not have a material effect on the 
Company's financial position.

	The Company continues to seek new contracts with the U.S. 
Federal government which require up-front design, engineering, 
prototype and preproduction costs.  While the Company attempts to 
negotiate contract awards for reimbursement of product development, 
there is no assurance that sufficient monies will be set aside by 
the government for such effort.  In addition, even if the 
government agrees to reimburse development costs, there is still a 
significant risk of cost overrun which may not be reimbursable. 
Furthermore, once the Company has completed the design and 
preproduction stage, there is no assurance that funding will be 
provided for future production.

	The Company is heavily dependent upon military spending as a 
source of revenues and income.  World events have led the U.S. 
Federal government to reevaluate the level of military spending 
necessary for national security. Any significant reductions in the 
level of military spending by the U.S. Federal government could 
have a negative impact on the Company's future revenues and 
earnings.  In addition, due to major consolidations in the defense 
industry, it has become more difficult to avoid dependence on 
certain customers for revenue and income.

Dependence upon Senior Management

	The success of the Company's business is dependent upon the 
active participation of the executive officers of the Company, most 
of whom have been employed by the Company for a number of years. In 
the event that the services of certain of such officers are lost 
for any reason, the Company's business may be materially and 
adversely affected.

Possible Anti-takeover Effects of Delaware Law

	The Company is subject to the provisions of Section 203 of 
the General Corporation Law of Delaware. In general, Section 203 
prohibits a publicly held Delaware corporation from engaging in a 
"business combination" with an "interested stockholder" for a 
period of three years after the date of the transaction in which 
the person becomes an interested stockholder, unless the business 
combination is approved in a prescribed manner or unless the 
interested stockholder acquires at least 85% of the corporation's 
voting stock (excluding shares held by certain designated 
stockholders) in the transaction in which it becomes an interested 
stockholder. A "business combination" includes mergers, asset 
sales, and other transactions resulting in a financial benefit to 
the interested stockholder. Subject to certain exceptions, an 
"interested stockholder" is a person who, together with affiliates 
and associates, owns, or within the previous three years did own, 
15% or more of the corporation's voting stock. This provision of 
the Delaware law could delay and make more difficult a business 
combination even if the business combination could be beneficial, 
in the short term, to the interests of the stockholders. This 
provision of the Delaware law could also limit the price certain 
investors might be willing to pay in the future for shares of 
Common Stock. 

Possible Volatility of Stock Price 

	The stock market has from time to time experienced extreme 
price and volume fluctuations that have been unrelated to the 
operating performance of particular companies. The market price of 
the Company's Common Stock may be significantly affected by 
quarterly variations in the Company's operating results, changes in 
financial estimates by securities analysts or failure by the 
Company to meet such estimates, litigation involving the Company, 
general trends in electronics industry, actions by governmental 
agencies, national economic and stock market conditions, industry 
reports and other factors, many of which are beyond the control of 
the Company.

Litigation

	The Company is a defendant in a class action suit commenced 
by an alleged shareholder of USA Classic, Inc. ("USA Classic") 
against USA Classic and certain of its directors in the United 
States District Court for the Southern District of New York.  The 
action was commenced on behalf of shareholders, other than the 
defendants, who acquired their shares from November 20, 1992, the 
date of the initial public offering of common stock of USA Classic 
through September 22, 1993, and alleges violations of the 
Securities Act of 1933 in connection with the offering as well as 
violations of Section 10(b) of the Securities Exchange Act of 1934.  
USA Classic filed a Bankruptcy Petition under Chapter 11 of the 
United States Bankruptcy Code in May 1994.  The plaintiffs are 
seeking compensatory damages as well as fees and expenses.  Should 
the plaintiffs succeed in this action, the Company may be liable 
for considerable damages.

Control by Management and Existing Stockholders

	The present directors, executive officers and principal 
stockholders of the Company and their affiliates beneficially own 
approximately  36.11% of the Company's outstanding securities.  
Accordingly, such stockholders, if they act together, will have the 
ability to effectively control the election of the Company's 
directors and most other stockholders' actions.  
	
USE OF PROCEEDS

	The Company will not receive any proceeds from the sale of 
the Common Stock by the Selling Security-Holders.  All such 
proceeds will be received by the Selling Security-Holders.

SELLING SECURITY-HOLDERS

	The following table sets forth (i) the name and principal 
position(s) over the past three years with the Company of each of 
the Selling Security-Holders, (ii) the number of shares of Common 
Stock beneficially owned by each Selling Security -Holder as of 
April 18, 1997; and (iii) the number of shares of Common Stock 
available to be acquired by each Selling Security-Holder pursuant 
to the Plans being registered hereby, some or all of which shares 
may be sold pursuant to this Prospectus.  Since any or all of the 
shares of Common Stock listed below may be offered for sale by the 
Selling Security-Holders from time to time, no estimate can be 
given as to the number of shares of Common Stock (or the percentage 
of the total class of Common Stock outstanding) that will be held 
by the Selling Security-Holders upon termination of this offering.  
Also included among the Selling Security-Holders may be certain 
unnamed non-affiliates of the Company, each of whom holds less than 
the lesser of 1000 shares or 1% of the shares issuable under each 
Plan.  When and if further information becomes available with 
respect to the names of additional Selling Security-Holders or the 
amounts of securities to be acquired pursuant to the Plans and sold 
by the Selling Security-Holders, such information will be included 
in a prospectus supplement.  Except as otherwise indicated, the 
Selling Security-Holders listed on the  table have sole voting and 
investment power with respect to the shares of Common Stock 
indicated.

NAME OF SELLING
SECURITY HOLDER

POSITION WITH
 THE COMPANY

NUMBER 
OF 
SHARES 
OF 
COMMON 
STOCK 
SUBJECT 
TO 
OPTIONS 
OWNED 
BEFORE 
THE 
OFFERING

NUMBER 
OF 
SHARES 
OF 
COMMON 
STOCK 
OWNED 
BEFORE 
THE 
OFFERING

NUMBER 
OF
SHARES
OFFERED

Dennis Sunshine
President, Chief 
Executive Officer 
and Director

275,000

995,138(1)

275,000

Bruce Reissman 
Executive Vice 
President, Chief 
Operating Officer 
and Director
260,000
693,614
260,000

Mitchell Binder
Vice President-
Finance, Chief 
Financial Officer 
and Director
200,000
20,200
200,000

Harlan Sylvan
Treasurer, 
Secretary and 
Controller
50,000
3,000
50,000

Nathan A. 
Greenberg
Director
6,000
2,000
6,000

John Malloy 
Director 
6,000
2,000
6,000

Stanley Morris
Director
6,000
5,000
6,000

_____________________

 (1)		Includes 690,614 shares held by Mr.Sunshine's wife and 
3,000 shares held in her IRA.	

DESCRIPTION OF CAPITAL STOCK 

Description of Securities

	The following summary of the terms of the Company's capital 
stock does not purport to be complete and is qualified in its 
entirety by reference to the applicable provisions of Delaware 
law, the Company's Certificate of Incorporation and the Company's 
By-Laws. 

	As set forth in the Certificate of Incorporation of the 
Company, the Company's authorized capital stock consists of 
25,000,000 shares of common stock, par value $.10 per share.

	
Common Stock

	The holders of Common Stock are entitled to one vote for 
each share held of record on all matters submitted to a vote of 
stockholders. The holders of Common Stock are entitled to receive 
ratably such dividends as are declared by the Board out of funds 
legally available therefor. In the event of a liquidation, 
dissolution or winding up of the Company, holders of Common Stock 
have the right to a ratable portion of assets remaining after 
payment of liabilities.  The holders of Common Stock have no 
preemptive rights or rights to convert their Common Stock into 
any other securities and are not subject to future calls or 
assessments by the Company. All outstanding shares of Common 
Stock are fully paid and non-assessable.

Delaware Law and Certain Charter and By-Law Provisions

	The Company is subject to the provisions of Section 203 of 
the General Corporation Law of Delaware. Section 203 prohibits a 
publicly-held Delaware corporation from engaging in a "business 
combination" with an "interested stockholder" for a period of 
three years after the date of the transaction in which the person 
became an interested stockholder, unless (i) before such person 
became an interested stockholder, the board of directors of the 
corporation approved the transaction in which the interested 
stockholder became an interested stockholder or approved the 
business combination; (ii) upon consummation of the transaction 
that resulted in the interested stockholder's becoming an 
interested stockholder, the interested stockholder owned at least 
85% of the voting stock of the corporation outstanding at the 
time the transaction commenced (excluding stock held by directors 
who are also officers of the corporation and by employee stock 
plans that do not provide employees with the right to determine 
confidentially whether shares held subject to the plan will be 
tendered in a tender or exchange offer); or (iii) following the 
transaction in which such person becomes an interested 
stockholder, the business consummation is approved by the board 
of directors of the corporation and authorized at a meeting of 
stockholders by the affirmative vote of the holders of 66 % of 
the outstanding voting stock of the corporation not owned by the 
interested stockholder.  A "business combination" includes 
mergers, asset sales and other transactions resulting in a 
financial benefit to the interested stockholder. Subject to 
certain exceptions, an "interested stockholder" is a person who, 
together with affiliates and associates, owns, or within three 
years did own, 15% or more of the corporation's voting stock.

	The General Corporation Law of Delaware provides generally 
that the affirmative vote of a majority of the shares entitled to 
vote on any matter is required to amend a corporation's 
Certificate of Incorporation or By-Laws, unless a corporation's 
Certificate of Incorporation or By-Laws, as the case may be, 
requires a greater percentage.  The Certificate of Incorporation 
requires an affirmative vote of the majority of the Company's 
voting power to amend the provisions of the Certificate of 
Incorporation with respect to the number and classification of 
the Board, stockholder action without written consent, director 
liability, indemnification and amendments to the Certificate of 
Incorporation. 

	The Certificate of Incorporation contains certain provisions 
permitted under the General Corporation Law of Delaware relating 
to the liability of directors. The provisions eliminate a 
Director's liability for monetary damages for a breach of 
fiduciary duty, except in certain circumstances, such as the 
breach of a Director's duty of loyalty or acts or omissions not 
in good faith which involve intentional misconduct or a knowing 
violation of law.  Further, the Certificate of Incorporation 
contains provisions to indemnify the Company's Directors and 
officers.

Transfer Agent and Registrar

	American Stock Transfer & Trust Company serves as Transfer 
Agent and Registrar for the Common Stock.

PLAN OF DISTRIBUTION

	The Shares offered by this Prospectus may be sold from time 
to time by the Selling Security-Holders or by transferees 
thereof.  No underwriting arrangements have been entered into by 
the Selling Security-Holders.  The distribution of the Shares by 
the Selling Security-Holders may be effected in one or more 
transactions that may take place in the over-the-counter market, 
including ordinary broker's transactions, privately negotiated 
transactions, or through sales to one or more dealers for resale 
of such shares as principals, at prevailing market prices at the 
time of sale, prices related to prevailing market prices, or 
negotiated prices.  Underwriter's discounts and usual and 
customary or specifically negotiated brokerage fees or 
commissions may be paid by a Selling Security-Holder in 
connection with sales of the Shares.

	In order to comply with certain state securities laws, if 
applicable, the Shares will be sold in such jurisdictions only 
through registered or licensed brokers or dealers.  In certain 
states, the Shares may not be sold unless such Shares have been 
registered or qualified for sale in such state or an exemption 
from registration or qualification is available and is complied 
with.
	Under applicable rules and regulations under the Exchange 
Act, any person engaged in a distribution of the Shares may not 
simultaneously engage in market-making activities with respect to 
such Shares for a period of one or five business days prior to 
the commencement of such distribution.  In addition to, and 
without limiting, the foregoing, each of the Selling Security-
Holders and any other person participating in a distribution will 
be subject to the applicable provisions of the Exchange Act and 
the rules and regulations thereunder, including, without 
limitation, Regulation M, which provisions may limit the timing 
of purchases and sales of any of the Shares by the Selling 
Security-Holders or any such other person.  All of the foregoing 
may affect the marketability of the Shares.  The Company will 
bear all expenses of the offering, except that the Selling 
Security-Holders will pay any applicable brokerage fees or 
commissions and transfer taxes.

LEGAL MATTERS

	The validity of the Shares has been passed upon for the 
Company by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New 
York, New York.

EXPERTS

	The consolidated financial statements of the Company 
appearing in the Company's Annual Report (Form 10K/A No. 1) for 
the year ended December 31, 1996, have been audited by Ernst & 
Young LLP, independent auditors, and at December 31, 1995, and 
for each of the two years in the period ended December 31, 1995, 
by Richard A. Eisner & Company, LLP, independent auditors, as set 
forth in their respective reports thereon included therein and 
incorporated herein by reference.  Such consolidated financial 
statements are incorporated herein by reference in reliance upon 
such reports given upon the authority of such firms as experts in 
accounting and auditing.

No dealer, salesman, or any other 
person has been authorized to give any 
information or to make any 
representation not contained in this 
Prospectus in connection with the 
offering made hereby, and, if given or 
made, such information or 
representation must not be relied upon 
as having been authorized by the 
Company. This Prospectus does not 
constitute an offer to sell, or a 
solicitation of an offer to buy, any of 
the securities offered hereby in any 
jurisdiction to any person to whom it 
is unlawful to make such an offer or 
solicitation in such jurisdiction. 
Neither the delivery of this Prospectus 
nor any sale made hereunder shall under 
any circumstances create any 
implication that there has been no 
change in the affairs of the Company 
since the date hereof or that the 
information contained herein is correct 
as of any time subsequent to the dates 
as of which such information is 
furnished. 

____________________

TABLE OF CONTENTS

Page

Available Information                2
Incorporation of Certain 
Documents by Reference	            2
Special Note Regarding 
Forward Looking Statement            2
The Company	                      3
Risk Factors	                      5
Use of Proceeds	                 6
Selling Security-Holders	            7
Description of Capital Stock	       7
Plan of Distribution	            8
Legal Matters	                      9
Experts	                            9

_________________

ORBIT
INTERNATIONAL
CORP.

Common Stock

_________________

PROSPECTUS

_________________

April 28, 1997

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Certain Documents by Reference

	Incorporated herein by reference and made a part of the 
Registration Statement are the following documents filed by the 
Company with the Commission: the Company's Annual Report on Form 
10-K/A No. 1 for the fiscal year ended December 31, 1996.  All 
documents subsequently filed by the Company with the Commission 
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 
after the date of this Prospectus and prior to the termination of 
the offering made hereby will be deemed to be incorporated by 
reference into this Prospectus and to be a part hereof from the 
date of filing of such documents.

	A copy of any and all of the information included in 
documents (but not exhibits thereto except to the extent exhibits 
have been incorporated in such documents) that have been 
incorporated by reference in this Prospectus but which are not 
delivered with this Prospectus will be provided by the Company 
without charge to any person to whom this Prospectus is 
delivered, upon the oral or written request of such person.  Such 
requests should be directed to Orbit International Corp., 80 
Cabot Court, Hauppauge, New York 11788, Attention: Secretary.  
The Company's telephone number is (516) 435-8300.

Item 4.	Description of Securities

	Not Applicable.

Item 5.	Interests of Named Experts and Counsel

	The validity of the Common Stock issuable upon the exercise 
of options granted pursuant to the Plans will be passed upon by 
Squadron, Ellenoff, Plesent & Sheinfeld, LLP, 551 Fifth Avenue, 
New York, New York  10176.  

Item 6.	Indemnification of Directors and Officers

		Delaware General Corporation Law (the "DGCL"), Section 
102(b)(7), enables a corporation in its original certificate of 
incorporation, or an amendment thereto validly approved by 
stockholders, to eliminate or limit personal liability of members 
of its Board for violations of a director's fiduciary duty of 
care.  However, the elimination of limitation shall not apply 
where there has been a breach of the duty of loyalty, failure to 
act in good faith, intentional misconduct or a knowing violation 
of a law, the payment of a dividend or approval of a stock 
repurchase which is deemed illegal or an improper personal 
benefit is obtained.  The Company's Certificate of Incorporation 
eliminates the liability of directors to the extent permitted by 
Section 102(b)(7) of the DGCL.

	Reference is made to Section 145 of the DGCL which provides 
that a corporation may indemnify directors and officers as well 
as  other employees and individuals against expenses (including 
attorneys' fees), judgement, fines and amounts paid in settlement 
in connection with specified actions, suits or proceedings, 
whether civil, criminal, administrative or investigative(other 
than an action by or in the right of the corporation (a 
"derivative action")); if they acted in good faith and in a 
manner they reasonably believed to be in or not opposed to the 
best interests of the corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe 
their conduct was unlawful.  A similar standard is applicable in 
the case of derivative actions, except that indemnification only 
extends to expenses (including attorneys' fees) incurred in 
connection with defense or settlement of such action, and the 
statute requires court approval before there can be any 
indemnification where the person seeking indemnification has been 
found liable to the corporation.  The statute provided that it is 
not exclusive of other indemnification that may be granted by a 
corporation's charter, by-laws, disinterested director vote, 
stockholder vote, agreement or otherwise.  The Certificate of 
Incorporation of the Company provides for such indemnification of 
its directors and officers as permitted by Delaware law.

	Reference is made to Article 11  of the Certificate of 
Incorporation of the Company for certain indemnification rights 
of officers and directors of the Company.

	In addition, the Company maintains a directors' and 
officers' liability insurance policy.

	Not Applicable.

Item 8.	Exhibits

3.1
Certificate of Incorporation.(1)

3.2
Amended and Restated By-Laws.(2)

4.3
Orbit International Corp. 1995 Employee 
Stock Option Plan. (3)

4.4
Orbit International Corp. 1995 Stock 
Option Plan for Non-Employee 
Directors.(4)

5.1
Opinion of Squadron, Ellenoff, Plesent & 
Sheinfeld, LLP dated April 28, 1997.

23.1
Consent of Squadron, Ellenoff, Plesent & 
Sheinfeld, LLP (included in Exhibit 5).

23.2
Consent of Ernst & Young LLP. 

23.3
Consent of Richard A. Eisner & Company, 
LLP.

24.1
Power of Attorney (included on the 
signature page hereof).

____________________

(1)	Incorporated by reference to Exhibit 3(a) to Registrant's 
Annual Report on Form 10-K for the fiscal year ended June 30, 
1991.

(2)	Incorporated by reference to the Exhibit  3(b) to 
Registrant's Annual Report on Form 10-K for the fiscal year 
ended June 30, 1988.

(3)	Incorporated by reference to Exhibit 4(a) to  Registrant's 
Annual Report on Form 10-K for the fiscal year ended December 
31, 1995.

(4)	Incorporated by reference to the Exhibit 4(b) to 
Registrant's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1995.

Item 9.	Undertakings

(a)		The undersigned registrant 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;

	(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 (a)(1)(i) and (a)(1)(ii) do 
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in 
periodic reports filed by the registrant pursuant to Section 13 
or Section 15(d) of the Exchange Act that are incorporated by 
reference in the Registration Statement.

	(2)	That, for the purpose of determining any liability 
under the Securities Act, 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.

	(b)	The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, 
each filing of the registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Exchange Act (and, where 
applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) 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.

	(c)	Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the 
Securities Act and is, therefore, unenforceable.  In the event 
that a claim for indemnification against such liabilities (other 
than the payment by the registrant of expenses incurred or paid 
by a director, officer or controlling person of the registrant 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 registrant 
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 and will be governed by the final adjudication 
of such issue.

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, 
the 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 
the County of Suffolk, State of New York, on the  28th day of 
April, 1997.

ORBIT INTERNATIONAL CORP.

                                  By:      /s/ Dennis Sunshine
	                                         Dennis Sunshine
                                           President, Chief
                                           Executive Officer
                                           and Director

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints Dennis Sunshine 
and Mitchell Binder, or any one of them, his true and lawful 
attorney-in-fact and agent, with full power of substitution and 
resubstitution, for him and in his name, place, and stead, in any 
and all capacities, to sign any and all pre- or post-effective 
amendments to this Registration Statement, and to file the same 
with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting 
unto said attorney-in-fact and agent, full power and authority to 
do and perform each and every act and thing requisite or 
necessary to be done in and about the premises, as fully to all 
intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorney-in-fact and 
agent, or their or his substitutes, may lawfully do or cause to 
be done by virtue hereof.

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

	Signature	Title		Date

          				
/s/ Dennis Sunshine         President, Chief
   Dennis Sunshine          Executive Officer      April 28, 1997
                            and Director 
	

/s/ Mitchell Binder         Vice President/
   Mitchell Binder          Finance, Chief         April 28, 1997
                            Financial Officer
                            and Director	

		

/s/Bruce Reissman           Executive Vice 
  Bruce Reissman            President, Chief       April 28, 1997
                            Operating Officer
                            and Director		
	

/s/ Harlan Sylvan           Treasurer, Secretary
   Harlan Sylvan            and Controller         April 28, 1997

/s/Nathan A. Greenberg      Director               April 28, 1997
  Nathan A. Greenberg	

/s/ John Molloy             Director               April 28, 1997
   John Molloy	

/s/ Stanley Morris          Director               April 28, 1997
   Stanley Morris 

Exhibit Index

Exhibit Number	Description

3.1	Certificate of Incorporation.(1)

3.2	Amended and Restated By-Laws.(2)	

4.3	Orbit International Corp. 1995 Employee Stock Option Plan.
     (3) 

4.4	Orbit International Corp. 1995 Stock Option Plan for Non-   
     Employee Directors.(4)	

5.1	Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
     dated April 28, 1997.	

23.1	Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
     (included in Exhibit 5).	

23.2	Consent of Ernst & Young LLP. 	

23.3	Consent of Richard A. Eisner & Company, LLP.	

24.1	Power of Attorney (included on the signature page hereof).	

____________________

(1)	Incorporated by reference to Exhibit 3(a) to Registrant's 
Annual Report on Form 10-K for the fiscal year ended June 30, 
1991.

(2)	Incorporated by reference to the Exhibit 3(b) to 
Registrant's Annual Report on Form 10-K for the fiscal year 
ended June 30, 1988.

(3)	Incorporated by reference to Exhibit 4(a) to  Registrant's 
Annual Report on Form 10-K for the fiscal year ended December 
31, 1995.

(4)	Incorporated by reference to the Exhibit 4(b) to 
Registrant's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1995.

EXHIBIT 5.1

Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York  10176

                                          April 28, 1997

Orbit International Corp.
80 Cabot Court
Happauge, New York 11788

	Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

	You have requested our opinion, as counsel for Orbit 
International Corp., a Delaware corporation (the "Company"), in 
connection with the registration statement on Form S-8 (the 
"Registration Statement"), filed with the Securities and Exchange 
Commission under the Securities Act of 1933 (the "Act").  The 
Registration Statement relates to, among other things, an 
offering by the Company of an aggregate of 1,500,000 shares of 
common stock, par value $.10 per share, of the Company (the 
"Common Stock") pursuant to the Orbit International Corp. 1995 
Employee Stock Option Plan and 150,000 shares of Common Stock 
pursuant to the Orbit International Corp. 1995 Non-Employee 
Director Plan.

	We have examined such records and documents and made such 
examinations of law as we have deemed relevant in connection with 
this opinion.  It is our opinion that when there has been 
compliance with the Act and the applicable state securities laws, 
the shares of Common Stock to be sold by the Company, when 
issued, delivered, and paid for in the manner described in the 
Registration Statement, will be legally issued, and the shares of 
Common Stock, when so issued, delivered and paid for, will also 
be fully paid and nonassessable.

	We hereby consent to the filing of this opinion as an exhibit 
to the Registration Statement and to the reference to our firm 
under the caption "Legal Matters" in the Registration Statement.  
In so doing, we do not admit that we are in the category of 
persons whose consent is required under Section 7 of the Act or 
the rules and regulations of the Securities and Exchange 
Commission promulgated thereunder.

                                                      
                                          Very truly yours,

                                                      
                                          /s/ Squadron, Ellenoff,
                                         Plesent & Sheinfeld, LLP

EXHIBIT 23.2 - Consent of Ernst & Young LLP
          

	We consent to the reference to our firm under the caption 
"Experts" in the Registration Statement (Form S-8 No. 333-    ) 
pertaining to the Orbit International Corporation 1995 Employee 
Stock Option Plan and Orbit International Corporation 1995 Stock 
Option Plan for Non-Employee Directors of Orbit International 
Corp. and to the incorporation by reference therein of our report 
dated March 12, 1997, with respect to the consolidated financial 
statements and schedule of Orbit International Corp. included in 
its Annual Report (Form 10-K/A No. 1) for the year ended December 
31, 1996, filed with the Securities and Exchange Commission.

					                   /s/ Ernst & Young LLP

New York, New York
April 28, 1997
  

EXHIBIT 23.3 - Consent of Richard A. Eisner & Company, LLP.

	We consent to the incorporation by reference in this 
Registration Statement on Form S-8, by Orbit International Corp. 
of our report dated March 21, 1996 on the financial statements 
and schedule II of Orbit International Corp. as at December 31, 
1995 and for each of the years in the two-year period ended 
December 31, 1995, and to the reference to our firm, appearing 
under the heading "Experts" in the Prospectus.

					        /s/ Richard A. Eisner & Company, LLP.

New York, New York
April 23, 1997

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