As  filed  with  the  Securities  and  Exchange  Commission  on February 3, 2005
                                                      Registration No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                     ------------
                                   FORM S-8/A

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                     ------------
                            ORBIT INTERNATIONAL CORP.
             (Exact name of registrant as specified in its charter)

                             DELAWARE     11-1826363
    (State or other jurisdiction of incorporation or organization)     (I.R.S.
                          Employer Identification No.)

   80  CABOT  COURT,  HAUPPAUGE,  NEW  YORK                       11788
  (Address of Principal Executive Offices)                     (Zip Code)
                                     ------------
          ORBIT INTERNATIONAL CORP. 2003 EMPLOYEE STOCK INCENTIVE PLAN,
          ORBIT INTERNATIONAL CORP. 2000 EMPLOYEE STOCK INCENTIVE PLAN,
          ORBIT INTERNATIONAL CORP. 1995 EMPLOYEE STOCK INCENTIVE PLAN
                                       AND
   ORBIT INTERNATIONAL CORP. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)
                                     ------------
                                 DENNIS SUNSHINE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            ORBIT INTERNATIONAL CORP.
                    80 CABOT COURT, HAUPPAUGE, NEW YORK 11788
                     (Name and address of agent for service)

                                  631-435-8300
          (Telephone number, including area code, of agent for service)

                     A copy of all communications, including
                  communications sent to the agent for service
                               should be sent to:

                             ELLIOT H. LUTZKER, ESQ.
                               ROBINSON & COLE LLP
                           885 THIRD AVENUE SUITE 2800
                          NEW YORK, NEW YORK 10022-4834
                                 (212) 451-2900


                         CALCULATION OF REGISTRATION FEE

                                      PROPOSED        PROPOSED
TITLE OF EACH                         MAXIMUM         MAXIMUM
CLASS OF                              OFFERING        AGGREGATE    AMOUNT OF
SECURITIES TO      AMOUNT TO BE       PRICE           OFFERING     REGISTRATION
BE REGISTERED      REGISTERED         PER UNIT         PRICE         FEE
-------------      -----------        -------     -----------------------
Common  Stock,
$.10 par value     2,500 (1)(3)(4)     $10.03(6)     $25,075         2.95
--------------     ---------------    ----------     -------        -----
Common  Stock,
$.10 par value     10,000 (1)(3)(4)    $8.03 (7)     $80,300         9.45
--------------     ----------------    ---------     -------        ------
Common  Stock,
$.10 par value     125,000 (1)(3)(4)   $5.64 (7)     $705,000        82.98
--------------     -----------------   ---------     --------      -------
Common  Stock,
$.10 par value     75,000 (1)(3)(4)     $7.45 (7)     $558,750       65.77
--------------     ----------------     ---------     --------     --------
Common  Stock,
$.10 par value     225,000 (1)(3)(4)     $6.65 (7)     $1,496,250    176.11
--------------     -----------------     ---------     ----------   -------
Common  Stock,
$.10 par value     37,500 (2)(3)(4)     $10.03(6)      $376,125      44.27
--------------     ----------------     ----------     -------      --------

Total            475,000(5)                         $3,241,500       381.53


(1)     Represents  an  aggregate of 437,500 stock options or other stock awards
granted or to be granted pursuant to the Orbit International Corp. 2003 Employee
Stock  Incentive  Plan.

(2)     Represents 37,500 stock options granted or to be granted pursuant to the
Orbit  International  Corp. 1995 Stock Option Plan for Non-Employee Directors.

(3)     Pursuant  to  Rule  416,  includes an indeterminable number of shares of
common  stock which may become issuable pursuant to the anti-dilution provisions
of  the  2003  Employee  Stock  Incentive  Plan  and  1995 Stock Option Plan for
Non-Employee  Directors.

(4)     All  share  numbers  reflect  the  25%  stock  dividend  (which has been
accounted for as a 5 for 4 stock split) effected by the Registrant on August 14,
2003.

(5)     Does not include 250,000 shares of common stock previously registered by
registrant  on  its  registration  statement  on  Form  S-8  (Registration  No.:
333-69410)  to which this registration statement relates and in respect of which
a  filing  fee of $86.73 was paid to the Securities and Exchange Commission, nor
does  it  include  687,500  shares  of  common  stock  previously  registered by
registrant  on  its  registration  statement  on  Form  S-8  (Registration  No.:
333-25979)  to which this registration statement relates and in respect of which
a filing fee of $717.94.  Pursuant to Rule 429 under the Securities Act of 1933,
the  prospectus  included  in  this  registration statement includes the 937,500
shares  of  common  stock  previously  registered  as set forth in the preceding
sentence.  All  share  numbers  reflect  the  Stock  split described in Note (4)
above.

(6)     Estimated  solely  for  the  purpose of calculating the registration fee
pursuant to  Rule  457(h)(1) and Rule 457(c) based upon the closing sales price
of the Registrant's Common Stock, as reported on the NasdaqSmallCap  Market on
February 2, 2005.
(7)     Based  upon  the  actual  prices  at  which  these options are currently
exercisable.



<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
     The document(s) containing the information specified in this Part I of this
Form  S-8  registration  statement  has  been  or  will  be  sent  or  given  to
participants  in  the  1995  Employee Stock Option Plan, the 2000 Employee Stock
Option  Plan,  the  2003 Employee Stock Incentive Plan and the 1995 Stock Option
Plan  for  Non-Employee  Directors,  together  referred  to  as  the "Plans", as
specified  by  Rule  428(b)(1)  promulgated  by  the  Securities  and  Exchange
Commission  (the  "SEC")  under  the  Securities  Act  of  1933, as amended (the
"Securities  Act").  Such  document(s)  are  not  being  filed with the SEC, 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  on  Form  S-8  is  being  filed  by  Orbit
International  Corp.  ("Orbit")  to  register  437,500 shares of common stock of
Orbit  under Orbit's 2003 Employee Stock Incentive Plan and an additional 37,500
shares  of  common  stock  of  Orbit  under  Orbit's  1995 Stock Option Plan for
Non-Employee  Directors.  As permitted by Rule 429 under the Securities Act, the
prospectus  filed together with this registration statement is a combined resale
prospectus  which  shall  be  deemed  a  post-effective  amendment  to  Orbit's
registration  statements  on  Form  S-8  dated  April 28, 1997 (SEC File Number:
333-25979)  and  September  14,  2001  (SEC  File  Number:  333-69410).
This  registration  statement  includes  a  form  of  prospectus,  prepared  in
accordance  with  the  requirements  of  Part  I of Form S-3, which, pursuant to
General  Instruction  C  of  Form S-8, may be used by certain persons, including
officers  and  directors  of  Orbit who are deemed to be affiliates of Orbit, as
that  term  is  defined  in  Rule  405  under  the Securities Act, as well as by
non-affiliates,  holding  restricted securities, as that term is defined in Rule
144  under  the  Securities  Act,  in  connection with the reoffer and resale of
shares  of  common  stock  of  Orbit  received  by  such persons pursuant to the
exercise  of  options  and  other  stock  awards  granted  under  the:
-     2003  Employee  Stock  Incentive  Plan,  which  437,500  shares  are being
registered  herein;
-     2000 Employee Stock Option Plan, which 250,000 shares have been registered
under  Orbit's  registration  statement  on  Form  S-8,  filed  with  the SEC on
September  14,  2001  (SEC  File  Number:  333-69410);
-     1995 Stock Option Plan for Non-Employee Directors, which 37,500 shares are
being  registered  herein  and  62,500 shares have been registered under Orbit's
registration  statement  on  Form S-8, filed with the SEC on April 28, 1997 (SEC
File  Number:  333-25979);  and
-     1995 Employee Stock Option Plan, which 625,000 shares have been registered
under  Orbit's  registration  statement on Form S-8, filed with the SEC on April
28,  1997  (SEC  File  Number:  333-25979).

<PAGE>


<PAGE>
-17-


REOFFER  PROSPECTUS
                            ORBIT INTERNATIONAL CORP.
                        1,412,500 SHARES OF COMMON STOCK
     This  prospectus  relates  to the reoffer and resale of 1,412,500 shares of
common  stock,  par  value  $0.10  per  share,  of  Orbit International Corp., a
Delaware  corporation  ("Orbit," "we," "us" or "our"), that have been or will be
acquired  by  certain  persons  (collectively  referred  to  as  the  "selling
securityholders"), including our officers and directors who are deemed to be our
affiliates,  as  that  term  is  defined in Rule 405 under the Securities Act of
1933,  as  amended (the "Securities Act"), as well as by non-affiliates, holding
restricted  securities, as that term is defined in Rule 144 under the Securities
Act  of,  in connection with the reoffer and resale of shares of common stock of
Orbit  received  by  such  persons pursuant to the exercise of options and other
stock  awards  granted  or to be granted under our 2003 Employee Stock Incentive
Plan,  2000 Employee Stock Option Plan, 1995 Employee Stock Option Plan and 1995
Stock  Option  Plan for Non-Employee Directors (collectively referred to as  the
"Plans").
Our  common  stock  is  quoted  on  the  Nasdaq SmallCap Market under the symbol
"ORBT."
The  shares covered by this prospectus may be offered and sold from time to time
directly  by  the selling  securityholders of shares issued upon the exercise of
the  options  or  other  stock  awards  granted pursuant to the Plans or through
brokers  on  the Nasdaq SmallCap Market,  or otherwise, at the prices prevailing
at the time of such sales.  The net proceeds to the selling securityholders will
be the proceeds received by them upon such sales, less brokerage commissions, if
any.  We 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
securityholders  but  we  will  receive  the exercise price upon exercise of the
stock  options  or  other  stock  awards.  The  selling  securityholders 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."
NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY  OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A  CRIMINAL  OFFENSE.
THE  SHARES  OFFERED  HEREBY  INVOLVE  A  SUBSTANTIAL  DEGREE OF RISK. SEE "RISK
FACTORS"  beginning  on  page  7  of  this  prospectus.

                 THE DATE OF THIS PROSPECTUS IS FEBRUARY 3, 2005

     No  person  is  authorized  to  give  any  information  or  to  make  any
representations other than those contained in this prospectus in connection with
any  offer  to  sell or sale of the securities to which this prospectus relates,
and  if  given  or  made, such information or representations must not be relied
upon  as having been authorized.  Neither the deliver of this prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change  in the facts herein set forth since the date hereof.  This prospectus is
not  an  offer to sell these securities and it is not soliciting an offer to buy
these  securities  in  any  state  where  the  offer  or  sale is not permitted.
THIS  PROSPECTUS  IS  A  COMBINED  RESALE  PROSPECTUS  WHICH  SHALL  BE DEEMED A
POST-EFFECTIVE  AMENDMENT  TO  ORBIT'S REGISTRATION STATEMENTS ON FORM S-8 DATED
APRIL  28,  1997  (SEC FILE NUMBER: 333-25979)  AND SEPTEMBER 14, 2001 (SEC FILE
NUMBER:  333-69410)  PURSUANT  TO  RULE  429  UNDER  THE  SECURITIES  ACT.

<PAGE>
                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----

AVAILABLE  INFORMATION                                                      4

INCORPORATION  OF  CERTAIN  INFORMATION  BY  REFERENCE                      4

FORWARD-LOOKING  STATEMENTS                                                 6

SUMMARY  INFORMATION                                                        6

RISK  FACTORS                                                               7

USE  OF  PROCEEDS                                                          11

SELLING  SECURITYHOLDERS                                                   11

PLAN  OF  DISTRIBUTION                                                     15

DESCRIPTION  OF  SECURITIES  TO  BE  REGISTERED                            16

DISCLOSURE  OF  COMMISSION  POSITION  ON  INDEMNIFICATION  FOR  SECURITIES
ACT LIABILITIES                                                            16




<PAGE>
                              AVAILABLE INFORMATION
     We  file  annual,  quarterly  and  current reports and proxy statements and
other  information with the Securities and Exchange Commission ("SEC").  You may
read  and  copy  any  such reports, statements or other information that we file
with  the  SEC  at  the SEC's Public Reference Room located at 450 Fifth Street,
N.W., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further
information  about  the  operation  of  the  Public  Reference Room.  Our public
filings  are  also available from commercial document retrieval services and the
Internet web site maintained by the SEC at http://www.sec.gov.  In addition, our
common stock is quoted on the Nasdaq SmallCap Market.  Accordingly, our reports,
statements  and  other  information may be inspected at the offices of the NASD,
Inc.,  1735  K  Street,  N.W.,  Washington,  D.C.  20006.
The  SEC  allows  us  to  "incorporate  by  reference"  information  into  this
prospectus,  which means that we can disclose important information to investors
by  referring  them  to  another  document  filed  separately with the SEC.  The
information  incorporated  by reference is deemed to be part of this prospectus,
except  for any information superseded by information contained directly in this
document.  This  prospectus  incorporates  by  reference the documents set forth
below  that  we  have  previously  filed  with  the SEC. These documents contain
important  information  about  us  and  our  financial  condition.
                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the SEC are incorporated by reference in this
prospectus:
(1)     Orbit's  Current  Report  on Form 8-K filed with the SEC on December 17,
2004.
(2)     Orbit's  Quarterly Report on Form 10-QSB for quarter ended September 30,
2004,  filed  with  the  SEC  on  November  12,  2004.
(3)     Orbit's  Current  Report  on  Form 8-K filed with the SEC on November 5,
2004.
(4)     Orbit's  Current  Report  on  Form 8-K filed with the SEC on October 19,
2004.
(5)     Orbit's Quarterly Report on Form 10-QSB for quarter ended June 30, 2004,
filed  with  the  SEC  on  August  10,  2004.
(6)     Orbit's Current Report on Form 8-K filed with the SEC on August 6, 2004.
(7)     Orbit's  Quarterly  Report  on  Form  10-QSB for quarter ended March 31,
2004,  filed  with  the  SEC  on  May  11,  2004.
(8)     Orbit's  Current  Report  on Form 8-K filed with the SEC on May 6, 2004.
(9)     Orbit's  Proxy  Statement  filed  with  the  SEC  on  April  28,  2004.
(10)     Orbit's  Annual  Report  on Form 10-KSB for the year ended December 31,
2003,  filed  with  the  SEC  on  March  29,  2004.
(11)     Orbit's Current Report on Form 8-K filed with the SEC on March 9, 2004.
(12)     Orbit's  prospectus  dated  April 28, 1997 (SEC File Number: 333-25979)
contained  within  its  Registration Statement on Form S-8 filed with the SEC on
April  28,  1997.
(13)     Orbit's  prospectus  dated  September  14,  2001  (SEC  File  Number:
333-69410)  contained  within  its Registration Statement on Form S-8 filed with
the  SEC  on  September  14,  2001.
(14)     The  description  of our common stock contained in Orbit's Registration
Statement  on  Form  10,  filed  on  August  28,  1969.
     All  documents  subsequently filed by us pursuant to Sections 13(a), 13(c),
14  and  15(d)  of  the  Securities  Exchange  Act of 1934 shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
from  the  date  of  filing  of  such  documents.  Any  statement contained in a
previously  filed document incorporated by reference in this prospectus shall be
deemed  to  be  modified  or  superseded  for purposes of this prospectus to the
extent  that a statement in this prospectus modifies or supersedes such previous
statement  and  any statement contained in this prospectus shall be deemed to be
modified  or  superseded  to  the  extent  that  a  statement  in  any  document
subsequently  filed,  which  is  incorporated  by  reference in this prospectus,
modifies  or  supersedes such statement. Any statement so modified or superseded
shall  not  be deemed, except as so modified or superseded, to constitute a part
of  this  prospectus.
A  copy  of  any  and all of the information included in the documents that have
been  incorporated  by reference in this prospectus (excluding exhibits thereto,
unless  such  exhibits have been specifically incorporated by reference into the
information which this prospectus incorporates) but which are not delivered with
this prospectus will be provided by us without charge to any person to whom this
prospectus  is  delivered,  upon  the  oral  or  written request of such person.
Written  requests  should  be  directed  to  Orbit International Corp., 80 Cabot
Court,  Hauppauge,  New  York  11788, Attention: Secretary. Oral requests may be
directed  to  the  Secretary  at  (631)  435-8300.

<PAGE>
                           FORWARD-LOOKING STATEMENTS
     Certain  statements  included  or  incorporated  by  reference  into  this
prospectus  constitute  "forward-looking  statements" within the meaning of such
term  in  Section  27A  of  the Securities Act and Section 21E of the Securities
Exchange Act of 1934.  Such forward-looking statements involve known and unknown
risks,  uncertainties and other factors that could cause our actual financial or
operating results to be materially different from the historical results or from
any future results expressed or implied by such forward-looking statements. Such
forward  looking  statements  are based on our best estimates of future results,
performance  or  achievements,  based  on current conditions and our most recent
results.  In  addition  to  statements  which explicitly describe such risks and
uncertainties,  readers  are urged to consider statements labeled with the terms
"may",  "will",  potential",  "opportunity",  "believes",  "belief",  "expects",
"intends",  "estimates",  "anticipates"  or  "plans"  to  be  uncertain  and
forward-looking.  The  forward-looking  statements  contained  herein  are  also
subject  generally to other risks and uncertainties that are described from time
to  time  in  our  reports  and  registration  statements  filed  with  the SEC.
                               SUMMARY INFORMATION
     The following summary is qualified in its entirety by reference to the more
detailed  information  appearing  elsewhere  in  this prospectus or incorporated
herein by reference.  Each prospective investor is urged to read this prospectus
and  the  documents  incorporated  herein  by  reference  in  their  entirety.
Investment in the securities offered hereby involves a high degree of risk.  See
"Risk  Factors."
Orbit  International  Corp.  was incorporated under the laws of the State of New
York  on April 4, 1957 as Orbit Instrument Corp.  In December 1986, our state of
incorporation  was  changed from New York to Delaware and in July 1991, our name
was  changed to Orbit International Corp.  We conduct our operations through our
Orbit  Instrument Division and our wholly-owned subsidiary, Behlman Electronics,
Inc.  Through  our  Orbit  Instrument  Division, which includes our wholly-owned
subsidiary,  Orbit Instrument of California, Inc., we are engaged in the design,
manufacture  and  sale  of  customized  electronic  components  and  subsystems.
Behlman  Electronics,  Inc.  is  engaged  in  the design and manufacture of high
quality  commercial  power  units,  AC  power  sources,  frequency  converters,
uninterruptible  power  supplies  and  associated  analytical  equipment.
On  December 13, 2004, Orbit entered into a Stock Purchase Agreement (the "SPA")
to  acquire all of the issued and outstanding capital stock of Tulip Development
Laboratory,  Inc.  and  its affiliated manufacturing company, TDL Manufacturing,
Inc.  ("TDLM").  Headquartered  in  Quakertown,  Pennsylvania, Tulip Development
Laboratory is a leading designer and engineering provider of computer peripheral
products  including  custom integrated solutions for keyboards, illuminated data
entry  devices  and  displays.  See Current Report on Form 8-K filed on December
17,  2004.
Completion  of  the  transaction  is  subject  to  various  closing  conditions
including, but not limited to, Orbit obtaining debt financing; completion of due
diligence;  Board  approval  by  each company; obtaining any necessary consents;
completion  of audit of Tulip; no material adverse change in Tulip's business or
financial  condition,  and  other  customary  closing  conditions.
This  prospectus  relates  to  the reoffer and resale of 1,412,500 shares of our
common  stock,  par  value  $0.10 per share, by certain selling securityholders,
including  our officers and directors, who are deemed to be affiliates of Orbit,
as  well  as by non-affiliates of Orbit, holding restricted securities, that are
issuable  upon  the  exercise  of options or other stock awards granted or to be
granted  pursuant to our 2003 Employee Stock Incentive Plan, 2000 Employee Stock
Option  Plan,  1995  Employee  Stock  Option Plan and 1995 Stock Option Plan for
Non-Employee Directors, together referred to as the "Plans".  Up to a maximum of
437,500  shares  of  our  common  stock  may  be offered and sold by the selling
securityholders  pursuant  to  our  2003  Employee Stock Incentive Plan, up to a
maximum  of  250,000  shares  of our common stock may be offered and sold by the
selling securityholders pursuant to our 2000 Employee Stock Option Plan, up to a
maximum  of  625,000  shares  of our common stock may be offered and sold by the
selling  securityholders  pursuant to our 1995 Employee Stock Option Plan and up
to  a  maximum  of 100,000 shares of our common stock may be offered and sold by
the  selling  securityholders  pursuant  to  our  1995  Stock  Option  Plan  for
Non-Employee Directors.  All share numbers reflect the 25% stock dividend (which
has been accounted for as a 5 for 4 stock split) effected by Orbit on August 14,
2003,  as  well  as  the  one-for-three reverse stock split effected by Orbit on
October  4,  1999.  We will not receive any proceeds from the sale of the shares
sold  by the selling securityholders but we will receive the exercise price upon
exercise  of  the  stock  options  or  other  stock  awards.
In  this prospectus we refer to Orbit International Corp. as "Orbit", "we", "us"
or  "our".  Our  executive offices are located at 80 Cabot Court, Hauppauge, New
York  11788  and  our  telephone  number  is  631-435-8300.
                                  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 and 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  shares  offered  hereby.
MANY  OF  OUR COMPETITORS POSSESS FINANCIAL RESOURCES SIGNIFICANTLY GREATER THAN
US  AND  ACCORDINGLY,  COULD INITIATE AND SUPPORT PROLONGED PRICE COMPETITION TO
GAIN  MARKET  SHARE.
     Many  of our competitors are well established, have reputations for success
in  the  development  and  sale  of  their  products  and  services  and  have
significantly  greater  financial,  marketing, distribution, personnel and other
resources  than  us,  thereby permitting them to implement extensive advertising
and  promotional  campaigns,  both  in  general  and  in  response to efforts by
additional  competitors to enter into new markets and introduce new products and
services.
The  electronics  industry  is  characterized  by  frequent  introduction of new
products  and  services,  and  is  subject  to changing consumer preferences and
industry  trends,  which  may  adversely  affect  our ability to plan for future
design, development and marketing of our products and services.  The markets for
electronic  products,  components and related services are also characterized by
rapidly  changing technology and evolving industry standards, often resulting in
product  obsolescence  or short product life cycles.  We are constantly required
to  expend  more  sums  into  research  and  development  of  new  technologies.
We  believe  that  the  electronics  segment's  competitive  position within the
electronics  industry  is  predicated  upon  the  Orbit  Instrument  Division's
manufacturing  techniques,  our ability to design and manufacture products which
will  meet  the  specific  needs  of  our  customers  and  our  long-standing
relationships  with  our major customers.  There are numerous companies, many of
which  have greater resources than us, capable of producing substantially all of
our  products.
Competition  in the markets for the power unit segment'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 has been increasingly severe and
price  has  generally  become  the  major  overriding  factor  in  contract  and
subcontract  awards.  There  can  be  no  assurance  of  our  ability to compete
effectively.
WE  COULD HAVE DIFFICULTIES IN PROCURING CONTRACTS BECAUSE OF A REDUCTION IN THE
LEVEL  OF  INDUSTRY-WIDE  FUNDING  AND  PRICING  PRESSURES.
     We  continue  to  pursue many business opportunities, including programs in
which  we  have  previously  participated  but, due to industry-wide funding and
pricing  pressures,  we could encounter delays in the awards of these contracts.
We  continue  to  seek  new  contracts  which require incurring up-front design,
engineering,  prototype  and  pre-production  costs.  While we are attempting to
negotiate  contract awards for reimbursement of product development, there is no
assurance  that  sufficient monies will be set aside by our customers, including
the  U.S. Government, for such effort.  In addition, even if the U.S. Government
agrees to reimburse development costs, there is still a significant risk of cost
overrun  which may not be reimbursable.  Furthermore, once we have completed the
design  and  pre-production  stage,  there  is no assurance that funding will be
provided  for  future  production.
A  significant  amount  of  our  contracts  are  subject  to  termination at the
convenience  of  the  U.S.  Government.  Orders  under  U.S.  Government  prime
contracts  or  subcontracts  are  customarily  subject  to  termination  at  the
convenience  of  the  U.S. Government, in which event the contractor is normally
entitled  to  reimbursement  for  allowable costs and a reasonable allowance for
profits,  unless  the termination of a contract was due to a default on the part
of  the  contractor.
WE  ARE  HEAVILY  DEPENDENT  UPON  THE  CONTINUANCE  OF  MILITARY  SPENDING.
     A  significant  amount  of  all  the  products  we  manufacture are used in
military  applications.  The  attacks of September 11, 2001 and subsequent world
events  have  led the U.S. Government to increase the level of military spending
necessary  for  domestic  and  overseas security.  We are heavily dependent upon
military  spending,  particularly  on the Department of the Navy, as a source of
revenues  and income.  Accordingly, any substantial future reductions in overall
military spending by the U.S. Government could have a material adverse effect on
our  sales  and  earnings.
WE  ARE  DEPENDENT  ON CERTAIN OF OUR CUSTOMERS AND WE DO NOT HAVE ANY LONG TERM
CONTRACTS  WITH  THESE  CUSTOMERS.
     Various  agencies of the U.S. Government, Raytheon Company, Lockheed Martin
Corp,  and  BAE  SYSTEMS  accounted  for  approximately  26%,  20%, 14% and 14%,
respectively,  of  our  consolidated  net  sales for the year ended December 31,
2003.  Various  agencies of the U.S. Government, Lockheed Martin Corp., Raytheon
Company  and  BAE  SYSTEMS  accounted  for  approximately 24%, 24%, 21% and 21%,
respectively,  of  the  net  sales of our Electronics Segment for the year ended
December 31, 2003.  Various agencies of the U.S. Government and Raytheon Company
accounted  for  approximately 28% and 18%, respectively, of the net sales of our
Power  Units  Segment  for the year ended December 31, 2003.  We do not have any
significant  long-term contracts with any of the above-mentioned customers.  The
loss  of  any of these customers would have a material adverse effect on our net
sales and earnings.  Due to major consolidations in the defense industry, it has
become  more  difficult to avoid dependence on certain customers for revenue and
income.
WE  MAY  NOT  BE  SUCCESSFUL  IN  OUR  EXPANSION  EFFORTS.
     We  have  had  a  strategy  to  expand  our  operations  through  strategic
acquisitions.  Through  the  past  several  years  we reviewed various potential
acquisitions  and  believe there are numerous opportunities presently available.
We  currently  have  entered  into  a  definitive  agreement  to  acquire  Tulip
Development  Laboratory.  See  "Summary Information."  There can be no assurance
we  will  complete  the  Tulip  acquisition or any other acquisition.  The Tulip
acquisition  is  dependent upon debt financing.  While there can be no assurance
we will obtain the necessary financing to complete the Tulip acquisition even if
we  do,  there  can  be  no  assurance  that we will have sufficient income from
Tulip's  operations  to satisfy the interest payments.  If Tulip's operations do
not have sufficient income to meet interest payments, we will be required to pay
them  out  of  Orbit's  operations  which  would  then  be  adversely  affected.
Furthermore, there can be no assurance we will be able to successfully integrate
into  our  operations  any  acquired  business nor that such acquisition will be
profitable  and  enable  us  to  grow  our  business.
WE  ARE  DEPENDENT  UPON OUR SENIOR EXECUTIVE OFFICERS AND KEY PERSONNEL FOR THE
OPERATION  OF  OUR  BUSINESS.
     We  are  dependent  for  the  operation  of our business on the experience,
technology  knowledge,  abilities and continued services of our officers, Dennis
Sunshine,  President and Chief Executive Officer, Bruce Reissman, Executive Vice
President  and  Chief  Operating  Officer  and  Mitchell  Binder,  Vice
President-Finance  and  Chief Financial Officer.  The loss of services of any of
such  persons  would  be  expected  to  have  a material adverse effect upon our
business  and/or  our  prospects.  Our  future  success is dependent upon, among
other  things,  the  successful  recruitment  and  retention  of  key  personnel
including  executive officers, for sales, marketing, finance and operations.  We
face significant competition for skilled and technical talent.  No assurance can
be  made  that we will be successful in attracting and retaining such personnel.
If  we  are  unable  to retain existing key employees or hire new employees upon
acceptable  terms  when  necessary,  our business could potentially be adversely
affected.
WE  MAY HAVE DIFFICULTY PROCURING CERTAIN RAW MATERIALS ON TERMS SATISFACTORY TO
US.
     We use multiple sources for our procurement of raw materials and we are not
dependent  on any suppliers for such procurement.  Occasionally, however, in the
production  of  certain  military units, we will be faced with procuring certain
components  that  are  either  obsolete  or  difficult  to procure.  Although we
believe  that  with  our  access  to worldwide brokers using the Internet we can
obtain  the necessary components, there can be no assurance that such components
will  be  available,  and  even  if  so,  at  reasonable  prices.
AS  A  DELAWARE  CORPORATION  WE  ARE  PROHIBITED  FROM  ENGAGING  IN  BUSINESS
COMBINATIONS  WHICH  COULD POTENTIALLY LIMIT THE PRICE INVESTORS WILL BE WILLING
TO  PAY  FOR  OUR  SECURITIES.
     We  are subject to the provisions of Section 203 of the General Corporation
Law of Delaware. In general, Section 203 provides, with certain exceptions, that
a  Delaware  corporation  may  not  engage  in any of a broad range of "business
combinations"  with an "interested stockholder" for a period of three years from
the  date  that  such  person  became  an interested stockholder unless: (i) the
transaction  resulting  in a person's becoming an interested stockholder, or the
business  combination  is  approved by the board of directors of the corporation
before  the  person  becomes  an  interested  stockholder;  (ii)  the interested
stockholder acquires at least 85% or more of the outstanding voting stock of the
corporation  (excluding  shares  held  by  persons  who  are  both  officers and
directors  of  the  corporation,  and  shares  held  by  certain  employee stock
ownership  plans);  or  (iii)  the  business  combination  is  approved  by  the
corporations'  board  of  directors  and  by  holders of at least 66 2/3% of the
corporation's  outstanding  voting  stock  at  an  annual  or  special  meeting,
excluding  shares 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 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  our  securities.
THE  MARKET  FOR  OUR  COMMON  STOCK  IS  HIGHLY  VOLATILE.
     The trading price of our common stock could be subject to wide fluctuations
in  response  to  quarterly  variations  in  operating  and  financial  results,
announcements  of technological innovations or new products by the Issuer or its
competitors, changes in our prices or our competitors' products and services, as
well  as  other  events  or factors.  Statements or changes in opinion, earnings
estimates made by brokerage firms or industry analysts relating to the market in
which  we  do  business  or  relating  to Orbit could result in an immediate and
adverse effect on the market price of our common stock.  Statements by financial
or  industry  analysts may be expected to contribute to volatility in the market
price  of our common stock.  In addition, the stock market has from time to time
experienced  extreme  price  and  volume  fluctuations  which  have particularly
affected  the market price for the securities of many companies, similar to that
of  Orbit  and  which  often have been unrelated to the operating performance of
these  particular  companies.  These  broad  market  fluctuations  may adversely
affect  the  market  price  of  our  common  stock.
                                 USE OF PROCEEDS
     We  will  not  receive  any  proceeds from the sale of the shares of common
stock by the selling securityholders.  All such proceeds will be received by the
selling  securityholders.  However,  we  expect  to  use  the  proceeds from the
exercise  of  the  options and other restricted stock awards for working capital
and  other  general  corporate  purposes.
                             SELLING SECURITYHOLDERS
     The shares offered by this prospectus are being registered for reoffers and
resales  by  the  selling securityholders, who have acquired or may acquire such
shares  pursuant  to the exercise of options or other stock awards granted under
the Plans.  The selling securityholders named below may resell all, a portion or
none  of  such shares from time to time.  In addition, certain non-affiliates of
Orbit,  not  named  in the following table, may also use this prospectus to sell
shares  acquired  by  them  pursuant  to  the exercise of options or other stock
awards  granted  to  them  under  the  Plans.
     The  following  table  sets  forth,  with  respect  to  each  selling
securityholder,  based  upon information available to us as of January 14, 2005,
the  number  of  shares  of common stock beneficially owned before and after the
sale  of the shares offered by this prospectus; the number of shares to be sold;
and the percent of the outstanding shares of common stock owned before and after
the  sale  of  the  common  stock  offered  by  this  prospectus.

<PAGE>
                                                                   PERCENTAGE
                               PERCENTAGE             SHARES       OF SHARES
 SELLING         SHARES OWNED  OF SHARES              OWNED        OWNED
 SECURITY        PRIOR TO THE  OWNED PRIOR SHARES     FOLLOWING    FOLLOWING
 HOLDER          SALE (1)(2)   TO THE SALE REGISTERED THE SALE(13) THE SALE(14)
--------         ------------  ----------- ---------- ------------ ------------
Dennis  Sunshine
President,
Chief  Executive
Officer  and
Director           585,474(3)     17.86%     295,833     289,641        8.8%

Bruce  Reissman
Executive  Vice
President  and
Chief  Operating
Officers  and
Director           581,214(4)     17.78%     211,583     369,631       11.3%

Mitchell  Binder
Vice  President/
Finance,  Chief
Financial  Officer
 and  Director     369,702(5)      11.06%     286,287     83,415         2.5%

Mark  Tublisky
Secretary           43,749(6)       1.41%      43,749        0            0

David  Goldman
Controller
                    18,750(7)         *        18,750        0            0

Bernard  Karcinell
Director
                     4,331(8)         *         4,331        0            0

Denis  Feldman
Director             4,331(9)         *         4,331        0            0

Lee  Feinberg
Director            3,083(10)         *         3,083        0            0

Rhein  Arthur
Director            2,083(11)         *         2,083        0            0

Ronald  Storm      36,249(12)       1.17%      31,249        0            0

Karl  Schmidt      27,082(12)         *        27,082        0            0

Scott  Pearson      7,083(12)         *         7,083        0            0

John  Goodfellow    2,500(12)         *         2,500        0            0

Suzanne  Dipre      2,083(12)         *         2,083        0            0

Charles  Wurtz      1,041(12)         *         1,041        0            0

Gerald  Hovdstad   10,416(12)         *         10,416       0            0

Steve  Boegel       2,499(12)         *          2,499       0            0

Semsettin
 Berhumoglu        13,541(12)         *         13,541       0            0

George  Weimer      8,416(12)         *          8,416       0            0

Velodimir  Mushlin  3,332(12)         *          3,332       0            0

John  Gibbons       2,916(12)         *          2,916       0            0

Lynn  Cooper        2,250             *          2,250       0            0

*     Represents  less  than  1%  of  the  issued  and outstanding common stock.

(1)     Except  as  otherwise indicted, we believe that the persons named in the
above  table have the sole voting and investment power over the shares listed as
beneficially  owned  by  such  persons.  For purposes of this table, a person is
deemed  to be the beneficial of all shares of common stock that he has the right
to  acquire,  regardless  of  whether such right is presently exercisable.  Each
beneficial  owner's  percentage  of ownership is determined by assuming that the
right  to  acquire  shares of common stock that are held by such person (but not
those  held  by  any  other  person)  have  been  exercised.

(2)     All  share  numbers  reflect  the  25%  stock  dividend  (which has been
accounted  for  as  a 5 for 4 stock split) effected by Orbit on August 14, 2003.

(3)     Includes  currently exercisable stock options to purchase 220,833 shares
of  common  stock.  Also  includes  289,423  shares held by Mr. Sunshine's wife.
Also  includes  a restricted stock award of 75,000 shares of common stock issued
under the 2003 Plan which vest over a 10 year period beginning October 13, 2007.

(4)     Includes  currently exercisable stock options to purchase 214,583 shares
of  common  stock.  Also  includes  a restricted stock award of 75,000 shares of
common  stock  issued  under  the  2003  Plan  which  vest over a 10 year period
beginning  on  October  13,  2007.  Also, includes 10,000 shares of common stock
which  vest  over  a  three  year  period  beginning  on  February  24,  2005.

(5)     Includes  currently exercisable stock options to purchase 286,287 shares
of  common  stock.  Also  includes  a restricted stock award of 75,000 shares of
common  stock  issued  under  the  2003  Plan  which  vest over a 10 year period
beginning  on  October  13,  2007.

(6)     Represents currently exercisable stock options to purchase 43,749 shares
of  common  stock.

(7)     Includes currently exercisable stock options to purchase 6,250 shares of
common  stock.  Also  includes stock options to purchase 12,500 shares of common
stock  that  are  not  currently  exercisable.

(8)     Includes currently exercisable stock options to purchase 3,331 shares of
common  stock.  Also  includes  stock options to purchase 1,000 shares of common
stock  that  are  not  currently  exercisable.

(9)     Includes currently exercisable stock options to purchase 3,331 shares of
common  stock.  Also  includes  stock options to purchase 1,000 shares of common
stock  that  are  not  currently  exercisable.

(10)     Includes  currently  exercisable stock options to purchase 1,000 shares
of common stock.  Also includes stock options to purchase 2,083 shares of common
stock  that  are  not  currently  exercisable.

(11)     Represents  stock options to purchase 2,083 shares of common stock that
are  not  currently  exercisable.

(12)     Represents  stock  options  to  purchase  shares  of  common  stock.

(13)     This  number  is  an  estimate  based  on each selling securityholder's
beneficial  ownership  as of January 14, 2005.  Since the shares of common stock
listed in the table above may be offered for sale by the selling securityholders
from  time  to  time,  it  cannot  be ascertained the actual number of shares of
common  stock  owned  by  each  selling securityholder following the sale of the
shares,  and  this  column  assumes  all  shares  registered  have  been  sold.

(14)     This  percentage  is  an  estimate  based on 3,057,183 shares of common
stock issued and outstanding as of January 14, 2005.  Since the shares of common
stock  listed  in  the  table  above  may  be  offered  for  sale by the selling
securityholders  from  time  to  time,  it  cannot  be  ascertained  the  actual
percentage  of  shares  of  common  stock  owned  by each selling securityholder
following  the  sale  of  the  shares.

                              PLAN OF DISTRIBUTION
     The  shares  may  be  sold  or  transferred  for  value  by  the  selling
securityholders,  or  by  pledgees,  donees,  transferees or other successors in
interest  to  the  selling  securityholders,  in one or more transactions on the
Nasdaq  SmallCap  Market  (or  any  successor  stock  exchange),  in  negotiated
transactions  or  in  a  combination  of  such methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at  prices  otherwise  negotiated.  The  selling securityholders may
effect such transactions by selling the shares to or through broker-dealers, and
such  broker-dealers  may  receive  compensation  in  the  form  of underwriting
discounts,  concessions  or  commissions from the selling securityholders and/or
the  purchasers  of  the  shares  for  whom such broker-dealers may act as agent
(which  compensation  may  be  less than or in excess of customary commissions).
The  selling  securityholders,  and  any  broker-dealers that participate in the
distribution  of  the  shares,  may  be  deemed  to be "underwriters" within the
meaning  of Section 2(11) of the Securities Act, and any commissions received by
them and any profit on the resale of the shares sold by them may be deemed to be
underwriting  discounts  and  commissions under the Securities Act.  All selling
and  other expenses incurred by individual selling securityholders will be borne
by  such  selling  securityholders.
Upon  our  being  notified  by  a  selling  securityholder  that  any  material
arrangement has been entered into with a broker or dealer for the sale of shares
through  a  secondary distribution, or a purchase by a broker or dealer, we will
file  a  prospectus  supplement,  if required, pursuant to Rule 424(b) under the
Securities  Act,  disclosing (a) the name of each of such selling securityholder
and the participating broker-dealers, (b) the number of shares involved, (c) the
price  at  which  such  shares  are  being sold, (d) the commissions paid or the
discounts  or  concessions allowed to such broker-dealers, (e) where applicable,
that  such  broker-dealers  did  not  conduct  any  investigation  to verify the
information  set  out  or  incorporated  by  reference  in  the  prospectus,  as
supplemented,  and  (f)  other  facts  material  to  the  transaction.
In  addition  to  any  such  number  of  shares  sold  hereunder,  a  selling
securityholder may, at the same time, sell any shares of common stock, including
the  shares  offered by this prospectus, owned by such person in compliance with
all  of  the  requirements  of  Rule 144 under the Securities Act, regardless of
whether  such  shares  are  covered  by  this  prospectus.
There  is  no assurance that any of the selling securityholders will sell any or
all  of  the  shares  offered  by  this  prospectus.
We  will  pay  all  expenses  in  connection  with  this  offering,  other  than
commissions  and  discounts  of  underwriters,  dealers  or  agents.
                   DESCRIPTION OF SECURITIES TO BE REGISTERED
     The following summary of the terms of our capital stock does not purport to
be  complete  and  is  qualified  in its entirety by reference to the applicable
provisions  of  Delaware  law, our Certificate of Incorporation and our By-Laws.
As  set  forth  in  our Certificate of Incorporation, as amended, our authorized
capital stock consists of 10,000,000 shares of common stock, par value $0.10 per
share.
The  holders of our 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 our
common  stock  are entitled to receive ratably such dividends as are declared by
our  board of directors out of funds legally available therefor. In the event of
our liquidation, dissolution or winding up, holders of our common stock have the
right  to  a  ratable  portion of assets remaining after payment of liabilities.
The  holders  of our 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 Orbit. All issued and outstanding shares of our common stock
are  fully  paid  and  non-assessable.
              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES
     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to directors, officers and controlling persons of Orbit, the
SEC has expressed its opinion that 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  Orbit  of  expenses  incurred  or  paid  by  a director, officer or
controlling  person  of  Orbit  in the successful defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with  the shares being registered, Orbit will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court  of  appropriate jurisdiction the question whether such indemnification by
us  is  against  public policy as expressed in the Securities Act and we will be
governed  by  the  final  adjudication  of  such  issue.


<PAGE>
                                     II - 7
                                     II - 1
                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "SEC")  by  Orbit  International  Corp.,  a  Delaware  corporation  (the
"Registrant"),  pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  are incorporated by reference in this registration statement:
     (1)     Orbit's  Current  Report on Form 8-K filed with the SEC on December
17,  2004.

(2)     Orbit's  Quarterly Report on Form 10-QSB for quarter ended September 30,
2004,  filed  with  the  SEC  on  November  12,  2004.
(3)     Orbit's  Current  Report  on  Form 8-K filed with the SEC on November 5,
2004.
(4)     Orbit's  Current  Report  on  Form 8-K filed with the SEC on October 19,
2004.
(5)     Orbit's Quarterly Report on Form 10-QSB for quarter ended June 30, 2004,
filed  with  the  SEC  on  August  10,  2004.
(6)     Orbit's Current Report on Form 8-K filed with the SEC on August 6, 2004.
(7)     Orbit's  Quarterly  Report  on  Form  10-QSB for quarter ended March 31,
2004,  filed  with  the  SEC  on  May  11,  2004.
(8)     Orbit's  Current  Report  on Form 8-K filed with the SEC on May 6, 2004.
(9)     Orbit's  Proxy  Statement  filed  with  the  SEC  on  April  28,  2004.
(10)     Orbit's  Annual  Report  on Form 10-KSB for the year ended December 31,
2003,  filed  with  the  SEC  on  March  29,  2004.
(11)     Orbit's Current Report on Form 8-K filed with the SEC on March 9, 2004.
(12)     Orbit's  prospectus  dated  April 28, 1997 (SEC File Number: 333-25979)
contained  within  its  Registration Statement on Form S-8 filed with the SEC on
April  28,  1997.
(13)     Orbit's  prospectus  dated  September  14,  2001  (SEC  File  Number:
333-69410)  contained  within  its Registration Statement on Form S-8 filed with
the  SEC  on  September  14,  2001.
(14)     The  description  of our common stock contained in Orbit's Registration
Statement  on  Form  10,  filed  on  August  28,  1969.

     All  documents  subsequently filed by the Registrant after the date of this
prospectus  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
shall  be  deemed to be incorporated by reference in this prospectus and to be a
part of this prospectus from the date of filing of such documents. Any statement
contained  in  a  previously  filed  document  incorporated by reference in this
prospectus  shall  be  deemed  to be modified or superseded for purposes of this
prospectus  to  the  extent  that  a  statement  in  this prospectus modifies or
supersedes  such  previous  statement  and  any  statement  contained  in  this
prospectus  shall  be  deemed  to be modified or superseded to the extent that a
statement in any document subsequently filed, which is incorporated by reference
in  this  prospectus,  modifies  or  supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  prospectus.
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  a  director  to  the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall  not eliminate or limit the liability of a director: (1) for any breach of
the  director's duty of loyalty to the corporation or its stockholders; (ii) for
acts  or omissions  not in good faith or which involve intentional misconduct or
a  knowing  violation  of  law;  (iii)  for any unlawful payment of dividends or
stock  purchase  or  redemption  under  section  174  of  DGCL;  or (iv) for any
transaction  from  which  the  director  derived  an  improper personal benefit.
Section  (A)  of  Article  11  of  our Certificate of Incorporation, as amended,
eliminates  the liability of directors to the extent permitted by Section 102(b)
(7)  of  the  DGCL.
In  addition,  Section  145  of  the  DGCL which provides that a corporation may
indemnify  any  person who was or is a party or is threatened to be made a party
to  any  threatened,  pending  or  completed action, suit or proceeding, whether
civil,  criminal, administrative or investigative (other than an action by or in
right  of  the  corporation)  by  reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request  of  the  corporation  as a director, officer, employee or agent of
another  corporation or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines  and  amounts  paid  in  settlement  in  actually  and
reasonably  incurred  by  the  person  in  connection  with such action, suit or
proceeding, if the person acted in good faith and in a he 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 his
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 no indemnification shall be made in respect of any claim, issue
or  matter as to which such person shall have been adjudged to be liable  to the
corporation  unless  and only to the extent that the court  determines that such
person  is  entitled  to  indemnity  despite the adjudication of liability.  The
statute  provided  that it is not exclusive of other indemnification that may be
granted  by  a  corporation's  by-laws,  agreement,  vote  of  stockholders  or
disinterested  directors  or  otherwise.  Article  11  of  our  Certificate  of
Incorporation provides for such indemnification of our directors and officers as
permitted  by  Delaware  law.
In connection with the indemnification of our directors and officers, Article 11
of  our  Certificate  of  Incorporation  provides  in pertinent part as follows:
     (i)     Each  person who was or is made a party or is threatened to be made
a  party  to  or  is  involved in any action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (hereinafter a "proceeding") other
than an action by or in the right of the Corporation, by reason of the fact that
he  or she, or a person of whom he or she is the legal representative, is or was
a  director,  officer,  employee  or  agent  of  the  corporation  or of another
corporation  or  a  partnership, joint venture, trust or other enterprise at the
request  of  the corporation, including service with respect to employee benefit
plans,  including  a proceeding the basis of which is alleged action outside the
scope  of  authority  while  serving  as a director, officer, employee or agent,
shall  be indemnified and held harmless by the corporation to the fullest extent
authorized  by  the  Delaware General Corporation law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that  such  amendment permits the corporation to provide broader indemnification
rights  than  said  law  permitted  the  corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments,  fines,  ERISA  exercise  taxes  or  penalties  and  amounts  paid in
settlement)  reasonably  incurred  or  suffered  by  such  person  in connection
therewith  and such indemnification shall continue as to a person who has ceased
to  be  a director, officer, employee or agent and shall inure to the benefit of
his  or  her heirs, executors and administrators; provided, however, that except
as  provided  in  subparagraph  (ii) hereof, the corporation shall indemnify any
such  person  seeking  indemnification  in connection with a proceeding (or part
thereof) initiated by such persons only if such proceeding (or part thereof) was
authorized  by  the  Board  of  Directors  of  the  Corporation.  The  right  to
indemnification  hereunder shall be a contract right and shall include the right
to  be  paid  by  the  corporation  the  expenses incurred in defending any such
proceeding  in advance of its final disposition; provided, however, that, if the
Delaware General Corporation law requires, the payment of such expenses incurred
by  a  director  or officer in his or her capacity as a director or officer (and
not  in  any  other  capacity in which service was or is rendered by such person
while  a  director  or  officer,  including  without  limitation,  service to an
employee  benefit  plan)  in  advance  of the final disposition of a proceeding,
shall be made upon delivery to the corporation of an undertaking by or on behalf
of  such  director  or  officer  to  repay  all  amounts so advanced if it shall
ultimately  be  determined  that  such director or officer is not entitled to be
indemnified  hereunder  or otherwise. The corporation may by action of its Board
of Directors, provide indemnification to employees and agents of the corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

     (ii)     If  a  claim  under paragraph (i) above is not paid in full by the
corporation  within  thirty  days after a written claim has been received by the
corporation,  the  claimant  may  at  any time thereafter bring suit against the
corporation  to  recover  the  unpaid  amount of the claim and, if successful in
whole  or in part, the claimant shall be entitled to be paid also the expense of
prosecuting  such claim. It shall be a defense of any such action (other than an
action  brought  to  enforce  a  claim  for  expenses  incurred in defending any
proceeding  in  advance of its final disposition where the required undertaking,
if  any is required, has been tendered to the corporation) that the claimant has
not  met  the standards of conduct which makes it permissible under the Delaware
General  Corporation  Law  for the corporation to indemnify the claimant for the
amount  claimed  but  the  burden  of  proving  such  defense  shall  be  on the
corporation.  Neither  the  failure  of  the corporation (including its board of
directors,  independent  legal  counsel,  or  its  stockholders)  to have made a
determination  prior  to the commencement of such action that indemnification of
the  claimant  is  proper  in  the  circumstances  because he or she has met the
applicable  standard  of  conduct  set forth in the Delaware General Corporation
Law,  nor  an  actual  determination  by the corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create  a  presumption  that the claimant has not met the applicable standard of
conduct.

     (iii)     The right to indemnification and the payment of expenses incurred
in  defending  a  proceeding  in  advance  of its final disposition shall not be
exclusive  of  any  other  right  which any person may have or hereafter acquire
under  any  statute,  provision  of  the  Certificate of Incorporation, By-laws,
agreement,  vote  of  stockholders  or  disinterested  directors  or  otherwise.

     In  addition,  we  maintain  a directors' and officers' liability insurance
policy.
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.
With respect to restricted securities to be reoffered or resold pursuant to this
registration statement, the Registrant relies upon Section 4(2) of the Act under
which  exemption  from  registration was claimed as each issuance was an officer
and  director of the Company in a transaction not involving any public offering.

ITEM  8.    EXHIBITS
Exhibit
Number      Description
--------    -----------
4.1(a)      Orbit  International  1995  Employee  Stock  Option  Plan*
4.1(b)      Orbit  International  2000  Employee  Stock  Option  Plan*
4.1(c)      Orbit  International  1995  Stock  Option  Plan  for  Non-Employee
            Directors*
4.1(d)      Amendment to 1995 Stock  Option  Plan  for Non-Employee Directors*
4.1(e)      Orbit  International  2003  Employee  Stock  Incentive  Plan*
5.1         Opinion  of  Robinson  &  Cole  LLP**
23.1        Consent of Robinson & Cole  LLP (included  in  Exhibit 5.1 hereto)
23.2        Consent  of  Goldstein  Golub  Kessler,  LLP**
24.1        Power  of  attorney  of  officers  and  directors  of  the
Registrant**
______________________
*     Previously  Filed.  See  Exhibit  Index.
**Filed  herewith.

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  of  1933;
(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.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume  and  price  represent  no  more than 20% change in the maximum aggregate
offering  price  set forth in the "Calculation of Registration Fee" table in the
effective  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) of above do not apply
if  the  registration  statement  is  on Form S-3, Form S-8 or Form F-3, and the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic  reports  filed with or furnished to the
Commission  by  the  registrant  pursuant  to Section 13 or Section 15(d) of the
Securities  Exchange  Act  of  1934  that  are  incorporated by reference in the
registration  statement.
(2)     That,  for the purpose of determining liability under the Securities Act
of  1933,  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 of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  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  of 1933 (the "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 Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  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 Act and will
be  governed  by  the  final  adjudication  of  such  issue.

<PAGE>
                                   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  City of Hauppauge, State of New York, on February 3, 2005.

ORBIT  INTERNATIONAL  CORP.


By:  /s/  Dennis  Sunshine
     ---------------------
       Dennis  Sunshine
       President  and  Chief  Executive  Officer
       (Principal  Executive  Officer)

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
date  indicated.


/s/ Dennis Sunshine      President and Chief Executive Officer
-------------------      (Principal Executive Officer)
Dennis Sunshine                    and Director               February 3, 2005

/s/Bruce  Reissman       Executive Vice President,
------------------       Chief Operating Officer and
Bruce Reissman                      Director                  February 3, 2005

/s/Mitchell Binder       Vice President/Finance,
------------------       Chief Financial Officer
Mitchell Binder        (Principal Financial Officer)
                                   and Director              February 3, 2005
/s/Bernard  Karcinell
---------------------
Bernard Karcinell                   Director                 February 3, 2005

/s/Denis  Feldman
-----------------
Denis Feldman                       Director                 February 3, 2005

/s/Lee  Feinberg
----------------
Lee  Feinberg                       Director                 February 3, 2005

/s/Arthur  Rhein
----------------
Rhein  Arthur                       Director                 February 3, 2005

<PAGE>

                            ORBIT INTERNATIONAL CORP.

                       REGISTRATION STATEMENT ON FORM S-8,
                             DATED JANUARY 28, 2005

                                  EXHIBIT INDEX

Exhibit
Number   Description
-------  -----------
4.1(a)   Orbit  International 1995 Employee Stock Option Plan
         (incorporated by reference  from  Annex  B to
         Registrant's Definitive Proxy Statement on Schedule
         14A  filed  with  the  SEC  on  November  17,  1995).
4.1(b)   Orbit  International 2000 Employee Stock Option Plan (incorporated
         by reference from Appendix B to Registrant's Definitive Proxy
         Statement on Schedule 14A  filed  with  the  SEC  on
         April  28,  2000).
4.1(c)   Orbit International 1995 Stock Option Plan for Non-Employee
         Directors (incorporated  by  reference  from  Annex  C  to
         Registrant's  Definitive Proxy Statement  on  Schedule  14A
         filed  with  the  SEC  on  November  17,  1995).
4.1(d)   Amendment  to  Orbit  International  1995  Stock  Option  Plan  for
         Non-Employee  Directors  (incorporated  by  reference  from
         Proposal  2  to Registrant's  Definitive  Proxy  Statement on
         Schedule 14A filed with the SEC on April  28,  2004).
4.1(e)   Orbit  International 2003 Employee Stock Incentive Plan
         (incorporated by  reference from Exhibit 4(a) to the Registrant's
          Annual Report on Form 10-KSB for the year ended  December 31, 2002)
5.1      Opinion  of  Robinson  &  Cole  LLP
23.1     Consent  of  Robinson  &  Cole  LLP  (included  in Exhibit 5.1 hereto).
23.2     Consent  of  Goldstein  Golub  Kessler,  LLP.
24.1     Power  of  attorney  of  officers  and  directors  of  the  Registrant.


<PAGE>









                                                              Exhibit  5.1
                                                              ------------

                        Letterhead of Robinson & Cole LLP


February  2,  2005

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

      Re:      Registration  Statement  on  Form  S-8
               --------------------------------------

 Ladies  and  Gentlemen:
     We  have  acted  as  counsel  to  Orbit  International  Corp.,  a  Delaware
corporation  (the  "Company"),  in connection with its Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission with respect to
the  registration  under the Securities Act of 1933, as amended, of an aggregate
of  475,000 shares of common stock of the Company, $0.10 par value per share, of
the  Company  (the  "Shares"), to be offered and sold by the Company pursuant to
the  Company's 2003 Employee Stock Incentive Plan, 2000 Employee Stock Incentive
Plan,  1995  Employee  Stock  Incentive  Plan  and  1995  Stock  Option Plan for
Non-Employee  Directors  (collectively,  the  "Plans").
     This opinion is being delivered in accordance with the requirements of Item
601(b)(5)  of  Regulation  S-B  under  the  Act.
     We  have  examined originals or certified copies of such corporate records,
certificates  of  officers of the Company and/or public officials and such other
documents  and  have made such other factual and legal investigations as we have
deemed relevant and necessary as the basis for the opinions set forth below.  In
such  examination,  we  have  assumed  the  genuineness  of  all signatures, the
authenticity  of  all  documents submitted to us as originals, the conformity to
original  documents of all documents submitted to us as conformed or photostatic
copies  and  the  authenticity  of  the  originals  of  such  copies.
     Based  upon  our  foregoing  examination, subject to the assumptions stated
above  and  relying on the statements of fact contained in the documents that we
have  examined,  we  are  of  the  opinion  that the issuance of the Shares upon
exercise of the options granted pursuant to the Plans have been duly and validly
authorized  and, when such Shares have been paid for and delivered in accordance
with  the  terms  of  the  Plans,  such  Shares will be duly authorized, legally
issued,  fully  paid  and  non-assessable.
     This  opinion  is  limited  to  the General Corporation Law of the State of
Delaware,  as  currently  in  effect.
     We  hereby  consent to the filing of this opinion as an exhibit to the Form
S-8  relating  to the registration of the Shares.  In giving this consent, we do
not  thereby  admit  that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and  regulations  of  the  Securities  and  Exchange  Commission.
     Very  truly  yours,

      Robinson  &  Cole  LLP
      By:/s/ Elliot  Lutzker
             ----------------
             Elliot  Lutzker



<PAGE>



                                                                Exhibit  23.2
                                                                -------------


CONSENT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM

To  the  Board  of  Directors
Orbit  International  Corp.


We  hereby  consent to the use of this Registration Statement on Form S-8 of our
report  dated  February  25,  2004,  relating  to  the  consolidated  financial
statements  of  Orbit  International  Corp.  and  Subsidiaries as of and for the
period  ended  December 31, 2003 which appear in such Registration Statement. We
also  consent  to the reference to our Firm under the captions "Experts" in such
Registration  Statement.



GOLSTEIN  GOLUB  KESSLER  LLP
New  York,  New  York


February  3,  2005


<PAGE>


                                                                    Exhibit 24.1
                                                                    ------------

                                POWER OF ATTORNEY

                            ORBIT INTERNATIONAL CORP.
                       REGISTRATION STATEMENT ON FORM S-8
                       2003 EMPLOYEE STOCK INCENTIVE PLAN
                         2000 EMPLOYEE STOCK OPTION PLAN
                         1995 EMPLOYEE STOCK OPTION PLAN
                1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

Each  of the undersigned Directors and/or Officers of Orbit International Corp.,
a  Delaware  corporation (the "Company"), hereby constitutes and appoints Dennis
Sunshine  and  Mitchell  Binder,  or  either  one  of  them, the true and lawful
attorneys-in-fact  of  such  Director  and/or  Officer,  with  full  power  of
substitution  and  resubstitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to do any and all acts and execute any and
all  instruments  which  the  said  attorneys may deem necessary or advisable to
enable  the  Company  to comply with the Securities Act of 1933, as amended (the
"Securities  Act"),  and  any  rules  and  regulations  and  requirements of the
Securities  and  Exchange  Commission in respect thereof, in connection with the
registration under the Securities Act of an aggregate of 1,412,500 shares of the
Company's  common stock, $.10 par value per share, issued or which may be issued
under  the  terms of the Orbit International Corp. 2003 Employee Stock Incentive
Plan,  the  Orbit International Corp. 2000 Employee Stock Option Plan, the Orbit
International  Corp. 1995 Employee Stock Option Plan and the Orbit International
Corp. 1995 Stock Option Plan for Non-Employee Directors, as amended from time to
time,  including  specifically,  but  without  limiting  the  generality  of the
foregoing, the power and authority to sign the name of the undersigned in his or
her  capacity  as  Director  and/or  Officer  of  the  Company to a Registration
Statement  on  Form  S-8 to be filed with the Securities and Exchange Commission
with  respect  thereto,  to  any  and  all  amendments, including post-effective
amendments,  to  the said Registration Statement, and to any and all instruments
and  documents  filed  as  a part of or in connection with the said Registration
Statement or amendments thereto; and each of the undersigned hereby ratifies and
confirms  all  that  the  said attorneys, or any of them, has done, shall do, or
cause  to  be  done  by  virtue  hereof.

IN  WITNESS WHEREOF, each of the undersigned has executed this power of attorney
this  3rd  day  of  February  2005.

/s/  Dennis  Sunshine          /s/Bernard  Karcinell
---------------------          ---------------------
Dennis Sunshine                Bernard Karcinell

/s/Bruce  Reissman             /s/Denis  Feldman
------------------             -----------------
Bruce Reissman                 Denis Feldman

/s/ Mitchell Binder            /s/Lee Feinberg
-------------------            ---------------
Mitchell Binder                Lee  Feinberg

/s/Mark  Tublisky              /s/Arthur  Rhein
-----------------              ----------------
Mark  Tublisky                 Rhein  Arthur

/s/David  Goldman
-----------------
David Goldman
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 79924}]
{"company-data": {"conformed-name": "ORBIT INTERNATIONAL CORP", "cik": "0000074818", "assigned-sic": "3679", "irs-number": "111826363", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122575", "film-number": "05577984"}, "business-address": {"street1": "80 CABOT COURT", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "7136675601"}, "mail-address": {"street1": "80 CABOT COURT", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}, "former-company": {"former-conformed-name": "ORBIT INSTRUMENT CORP", "date-changed": "19911015"}}
As  filed  with  the  Securities  and  Exchange  Commission  on February 3, 2005
                                                      Registration No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                     ------------
                                   FORM S-8/A

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                     ------------
                            ORBIT INTERNATIONAL CORP.
             (Exact name of registrant as specified in its charter)

                             DELAWARE     11-1826363
    (State or other jurisdiction of incorporation or organization)     (I.R.S.
                          Employer Identification No.)

   80  CABOT  COURT,  HAUPPAUGE,  NEW  YORK                       11788
  (Address of Principal Executive Offices)                     (Zip Code)
                                     ------------
          ORBIT INTERNATIONAL CORP. 2003 EMPLOYEE STOCK INCENTIVE PLAN,
          ORBIT INTERNATIONAL CORP. 2000 EMPLOYEE STOCK INCENTIVE PLAN,
          ORBIT INTERNATIONAL CORP. 1995 EMPLOYEE STOCK INCENTIVE PLAN
                                       AND
   ORBIT INTERNATIONAL CORP. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)
                                     ------------
                                 DENNIS SUNSHINE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            ORBIT INTERNATIONAL CORP.
                    80 CABOT COURT, HAUPPAUGE, NEW YORK 11788
                     (Name and address of agent for service)

                                  631-435-8300
          (Telephone number, including area code, of agent for service)

                     A copy of all communications, including
                  communications sent to the agent for service
                               should be sent to:

                             ELLIOT H. LUTZKER, ESQ.
                               ROBINSON & COLE LLP
                           885 THIRD AVENUE SUITE 2800
                          NEW YORK, NEW YORK 10022-4834
                                 (212) 451-2900

                         CALCULATION OF REGISTRATION FEE

                                      PROPOSED        PROPOSED
TITLE OF EACH                         MAXIMUM         MAXIMUM
CLASS OF                              OFFERING        AGGREGATE    AMOUNT OF
SECURITIES TO      AMOUNT TO BE       PRICE           OFFERING     REGISTRATION
BE REGISTERED      REGISTERED         PER UNIT         PRICE         FEE
-------------      -----------        -------     -----------------------
Common  Stock,
$.10 par value     2,500 (1)(3)(4)     $10.03(6)     $25,075         2.95
--------------     ---------------    ----------     -------        -----
Common  Stock,
$.10 par value     10,000 (1)(3)(4)    $8.03 (7)     $80,300         9.45
--------------     ----------------    ---------     -------        ------
Common  Stock,
$.10 par value     125,000 (1)(3)(4)   $5.64 (7)     $705,000        82.98
--------------     -----------------   ---------     --------      -------
Common  Stock,
$.10 par value     75,000 (1)(3)(4)     $7.45 (7)     $558,750       65.77
--------------     ----------------     ---------     --------     --------
Common  Stock,
$.10 par value     225,000 (1)(3)(4)     $6.65 (7)     $1,496,250    176.11
--------------     -----------------     ---------     ----------   -------
Common  Stock,
$.10 par value     37,500 (2)(3)(4)     $10.03(6)      $376,125      44.27
--------------     ----------------     ----------     -------      --------

Total            475,000(5)                         $3,241,500       381.53

(1)     Represents  an  aggregate of 437,500 stock options or other stock awards
granted or to be granted pursuant to the Orbit International Corp. 2003 Employee
Stock  Incentive  Plan.

(2)     Represents 37,500 stock options granted or to be granted pursuant to the
Orbit  International  Corp. 1995 Stock Option Plan for Non-Employee Directors.

(3)     Pursuant  to  Rule  416,  includes an indeterminable number of shares of
common  stock which may become issuable pursuant to the anti-dilution provisions
of  the  2003  Employee  Stock  Incentive  Plan  and  1995 Stock Option Plan for
Non-Employee  Directors.

(4)     All  share  numbers  reflect  the  25%  stock  dividend  (which has been
accounted for as a 5 for 4 stock split) effected by the Registrant on August 14,
2003.

(5)     Does not include 250,000 shares of common stock previously registered by
registrant  on  its  registration  statement  on  Form  S-8  (Registration  No.:
333-69410)  to which this registration statement relates and in respect of which
a  filing  fee of $86.73 was paid to the Securities and Exchange Commission, nor
does  it  include  687,500  shares  of  common  stock  previously  registered by
registrant  on  its  registration  statement  on  Form  S-8  (Registration  No.:
333-25979)  to which this registration statement relates and in respect of which
a filing fee of $717.94.  Pursuant to Rule 429 under the Securities Act of 1933,
the  prospectus  included  in  this  registration statement includes the 937,500
shares  of  common  stock  previously  registered  as set forth in the preceding
sentence.  All  share  numbers  reflect  the  Stock  split described in Note (4)
above.

(6)     Estimated  solely  for  the  purpose of calculating the registration fee
pursuant to  Rule  457(h)(1) and Rule 457(c) based upon the closing sales price
of the Registrant's Common Stock, as reported on the NasdaqSmallCap  Market on
February 2, 2005.
(7)     Based  upon  the  actual  prices  at  which  these options are currently
exercisable.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
     The document(s) containing the information specified in this Part I of this
Form  S-8  registration  statement  has  been  or  will  be  sent  or  given  to
participants  in  the  1995  Employee Stock Option Plan, the 2000 Employee Stock
Option  Plan,  the  2003 Employee Stock Incentive Plan and the 1995 Stock Option
Plan  for  Non-Employee  Directors,  together  referred  to  as  the "Plans", as
specified  by  Rule  428(b)(1)  promulgated  by  the  Securities  and  Exchange
Commission  (the  "SEC")  under  the  Securities  Act  of  1933, as amended (the
"Securities  Act").  Such  document(s)  are  not  being  filed with the SEC, 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  on  Form  S-8  is  being  filed  by  Orbit
International  Corp.  ("Orbit")  to  register  437,500 shares of common stock of
Orbit  under Orbit's 2003 Employee Stock Incentive Plan and an additional 37,500
shares  of  common  stock  of  Orbit  under  Orbit's  1995 Stock Option Plan for
Non-Employee  Directors.  As permitted by Rule 429 under the Securities Act, the
prospectus  filed together with this registration statement is a combined resale
prospectus  which  shall  be  deemed  a  post-effective  amendment  to  Orbit's
registration  statements  on  Form  S-8  dated  April 28, 1997 (SEC File Number:
333-25979)  and  September  14,  2001  (SEC  File  Number:  333-69410).
This  registration  statement  includes  a  form  of  prospectus,  prepared  in
accordance  with  the  requirements  of  Part  I of Form S-3, which, pursuant to
General  Instruction  C  of  Form S-8, may be used by certain persons, including
officers  and  directors  of  Orbit who are deemed to be affiliates of Orbit, as
that  term  is  defined  in  Rule  405  under  the Securities Act, as well as by
non-affiliates,  holding  restricted securities, as that term is defined in Rule
144  under  the  Securities  Act,  in  connection with the reoffer and resale of
shares  of  common  stock  of  Orbit  received  by  such persons pursuant to the
exercise  of  options  and  other  stock  awards  granted  under  the:
-     2003  Employee  Stock  Incentive  Plan,  which  437,500  shares  are being
registered  herein;
-     2000 Employee Stock Option Plan, which 250,000 shares have been registered
under  Orbit's  registration  statement  on  Form  S-8,  filed  with  the SEC on
September  14,  2001  (SEC  File  Number:  333-69410);
-     1995 Stock Option Plan for Non-Employee Directors, which 37,500 shares are
being  registered  herein  and  62,500 shares have been registered under Orbit's
registration  statement  on  Form S-8, filed with the SEC on April 28, 1997 (SEC
File  Number:  333-25979);  and
-     1995 Employee Stock Option Plan, which 625,000 shares have been registered
under  Orbit's  registration  statement on Form S-8, filed with the SEC on April
28,  1997  (SEC  File  Number:  333-25979).
-17-

REOFFER  PROSPECTUS
                            ORBIT INTERNATIONAL CORP.
                        1,412,500 SHARES OF COMMON STOCK
     This  prospectus  relates  to the reoffer and resale of 1,412,500 shares of
common  stock,  par  value  $0.10  per  share,  of  Orbit International Corp., a
Delaware  corporation  ("Orbit," "we," "us" or "our"), that have been or will be
acquired  by  certain  persons  (collectively  referred  to  as  the  "selling
securityholders"), including our officers and directors who are deemed to be our
affiliates,  as  that  term  is  defined in Rule 405 under the Securities Act of
1933,  as  amended (the "Securities Act"), as well as by non-affiliates, holding
restricted  securities, as that term is defined in Rule 144 under the Securities
Act  of,  in connection with the reoffer and resale of shares of common stock of
Orbit  received  by  such  persons pursuant to the exercise of options and other
stock  awards  granted  or to be granted under our 2003 Employee Stock Incentive
Plan,  2000 Employee Stock Option Plan, 1995 Employee Stock Option Plan and 1995
Stock  Option  Plan for Non-Employee Directors (collectively referred to as  the
"Plans").
Our  common  stock  is  quoted  on  the  Nasdaq SmallCap Market under the symbol
"ORBT."
The  shares covered by this prospectus may be offered and sold from time to time
directly  by  the selling  securityholders of shares issued upon the exercise of
the  options  or  other  stock  awards  granted pursuant to the Plans or through
brokers  on  the Nasdaq SmallCap Market,  or otherwise, at the prices prevailing
at the time of such sales.  The net proceeds to the selling securityholders will
be the proceeds received by them upon such sales, less brokerage commissions, if
any.  We 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
securityholders  but  we  will  receive  the exercise price upon exercise of the
stock  options  or  other  stock  awards.  The  selling  securityholders 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."
NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY  OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A  CRIMINAL  OFFENSE.
THE  SHARES  OFFERED  HEREBY  INVOLVE  A  SUBSTANTIAL  DEGREE OF RISK. SEE "RISK
FACTORS"  beginning  on  page  7  of  this  prospectus.

                 THE DATE OF THIS PROSPECTUS IS FEBRUARY 3, 2005

     No  person  is  authorized  to  give  any  information  or  to  make  any
representations other than those contained in this prospectus in connection with
any  offer  to  sell or sale of the securities to which this prospectus relates,
and  if  given  or  made, such information or representations must not be relied
upon  as having been authorized.  Neither the deliver of this prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change  in the facts herein set forth since the date hereof.  This prospectus is
not  an  offer to sell these securities and it is not soliciting an offer to buy
these  securities  in  any  state  where  the  offer  or  sale is not permitted.
THIS  PROSPECTUS  IS  A  COMBINED  RESALE  PROSPECTUS  WHICH  SHALL  BE DEEMED A
POST-EFFECTIVE  AMENDMENT  TO  ORBIT'S REGISTRATION STATEMENTS ON FORM S-8 DATED
APRIL  28,  1997  (SEC FILE NUMBER: 333-25979)  AND SEPTEMBER 14, 2001 (SEC FILE
NUMBER:  333-69410)  PURSUANT  TO  RULE  429  UNDER  THE  SECURITIES  ACT.
TABLE OF CONTENTS
                                                                          Page
                                                                          ----

AVAILABLE  INFORMATION                                                      4

INCORPORATION  OF  CERTAIN  INFORMATION  BY  REFERENCE                      4

FORWARD-LOOKING  STATEMENTS                                                 6

SUMMARY  INFORMATION                                                        6

RISK  FACTORS                                                               7

USE  OF  PROCEEDS                                                          11

SELLING  SECURITYHOLDERS                                                   11

PLAN  OF  DISTRIBUTION                                                     15

DESCRIPTION  OF  SECURITIES  TO  BE  REGISTERED                            16

DISCLOSURE  OF  COMMISSION  POSITION  ON  INDEMNIFICATION  FOR  SECURITIES
ACT LIABILITIES                                                            16
AVAILABLE INFORMATION
     We  file  annual,  quarterly  and  current reports and proxy statements and
other  information with the Securities and Exchange Commission ("SEC").  You may
read  and  copy  any  such reports, statements or other information that we file
with  the  SEC  at  the SEC's Public Reference Room located at 450 Fifth Street,
N.W., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further
information  about  the  operation  of  the  Public  Reference Room.  Our public
filings  are  also available from commercial document retrieval services and the
Internet web site maintained by the SEC at http://www.sec.gov.  In addition, our
common stock is quoted on the Nasdaq SmallCap Market.  Accordingly, our reports,
statements  and  other  information may be inspected at the offices of the NASD,
Inc.,  1735  K  Street,  N.W.,  Washington,  D.C.  20006.
The  SEC  allows  us  to  "incorporate  by  reference"  information  into  this
prospectus,  which means that we can disclose important information to investors
by  referring  them  to  another  document  filed  separately with the SEC.  The
information  incorporated  by reference is deemed to be part of this prospectus,
except  for any information superseded by information contained directly in this
document.  This  prospectus  incorporates  by  reference the documents set forth
below  that  we  have  previously  filed  with  the SEC. These documents contain
important  information  about  us  and  our  financial  condition.
                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the SEC are incorporated by reference in this
prospectus:
(1)     Orbit's  Current  Report  on Form 8-K filed with the SEC on December 17,
2004.
(2)     Orbit's  Quarterly Report on Form 10-QSB for quarter ended September 30,
2004,  filed  with  the  SEC  on  November  12,  2004.
(3)     Orbit's  Current  Report  on  Form 8-K filed with the SEC on November 5,
2004.
(4)     Orbit's  Current  Report  on  Form 8-K filed with the SEC on October 19,
2004.
(5)     Orbit's Quarterly Report on Form 10-QSB for quarter ended June 30, 2004,
filed  with  the  SEC  on  August  10,  2004.
(6)     Orbit's Current Report on Form 8-K filed with the SEC on August 6, 2004.
(7)     Orbit's  Quarterly  Report  on  Form  10-QSB for quarter ended March 31,
2004,  filed  with  the  SEC  on  May  11,  2004.
(8)     Orbit's  Current  Report  on Form 8-K filed with the SEC on May 6, 2004.
(9)     Orbit's  Proxy  Statement  filed  with  the  SEC  on  April  28,  2004.
(10)     Orbit's  Annual  Report  on Form 10-KSB for the year ended December 31,
2003,  filed  with  the  SEC  on  March  29,  2004.
(11)     Orbit's Current Report on Form 8-K filed with the SEC on March 9, 2004.
(12)     Orbit's  prospectus  dated  April 28, 1997 (SEC File Number: 333-25979)
contained  within  its  Registration Statement on Form S-8 filed with the SEC on
April  28,  1997.
(13)     Orbit's  prospectus  dated  September  14,  2001  (SEC  File  Number:
333-69410)  contained  within  its Registration Statement on Form S-8 filed with
the  SEC  on  September  14,  2001.
(14)     The  description  of our common stock contained in Orbit's Registration
Statement  on  Form  10,  filed  on  August  28,  1969.
     All  documents  subsequently filed by us pursuant to Sections 13(a), 13(c),
14  and  15(d)  of  the  Securities  Exchange  Act of 1934 shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
from  the  date  of  filing  of  such  documents.  Any  statement contained in a
previously  filed document incorporated by reference in this prospectus shall be
deemed  to  be  modified  or  superseded  for purposes of this prospectus to the
extent  that a statement in this prospectus modifies or supersedes such previous
statement  and  any statement contained in this prospectus shall be deemed to be
modified  or  superseded  to  the  extent  that  a  statement  in  any  document
subsequently  filed,  which  is  incorporated  by  reference in this prospectus,
modifies  or  supersedes such statement. Any statement so modified or superseded
shall  not  be deemed, except as so modified or superseded, to constitute a part
of  this  prospectus.
A  copy  of  any  and all of the information included in the documents that have
been  incorporated  by reference in this prospectus (excluding exhibits thereto,
unless  such  exhibits have been specifically incorporated by reference into the
information which this prospectus incorporates) but which are not delivered with
this prospectus will be provided by us without charge to any person to whom this
prospectus  is  delivered,  upon  the  oral  or  written request of such person.
Written  requests  should  be  directed  to  Orbit International Corp., 80 Cabot
Court,  Hauppauge,  New  York  11788, Attention: Secretary. Oral requests may be
directed  to  the  Secretary  at  (631)  435-8300.
FORWARD-LOOKING STATEMENTS
     Certain  statements  included  or  incorporated  by  reference  into  this
prospectus  constitute  "forward-looking  statements" within the meaning of such
term  in  Section  27A  of  the Securities Act and Section 21E of the Securities
Exchange Act of 1934.  Such forward-looking statements involve known and unknown
risks,  uncertainties and other factors that could cause our actual financial or
operating results to be materially different from the historical results or from
any future results expressed or implied by such forward-looking statements. Such
forward  looking  statements  are based on our best estimates of future results,
performance  or  achievements,  based  on current conditions and our most recent
results.  In  addition  to  statements  which explicitly describe such risks and
uncertainties,  readers  are urged to consider statements labeled with the terms
"may",  "will",  potential",  "opportunity",  "believes",  "belief",  "expects",
"intends",  "estimates",  "anticipates"  or  "plans"  to  be  uncertain  and
forward-looking.  The  forward-looking  statements  contained  herein  are  also
subject  generally to other risks and uncertainties that are described from time
to  time  in  our  reports  and  registration  statements  filed  with  the SEC.
                               SUMMARY INFORMATION
     The following summary is qualified in its entirety by reference to the more
detailed  information  appearing  elsewhere  in  this prospectus or incorporated
herein by reference.  Each prospective investor is urged to read this prospectus
and  the  documents  incorporated  herein  by  reference  in  their  entirety.
Investment in the securities offered hereby involves a high degree of risk.  See
"Risk  Factors."
Orbit  International  Corp.  was incorporated under the laws of the State of New
York  on April 4, 1957 as Orbit Instrument Corp.  In December 1986, our state of
incorporation  was  changed from New York to Delaware and in July 1991, our name
was  changed to Orbit International Corp.  We conduct our operations through our
Orbit  Instrument Division and our wholly-owned subsidiary, Behlman Electronics,
Inc.  Through  our  Orbit  Instrument  Division, which includes our wholly-owned
subsidiary,  Orbit Instrument of California, Inc., we are engaged in the design,
manufacture  and  sale  of  customized  electronic  components  and  subsystems.
Behlman  Electronics,  Inc.  is  engaged  in  the design and manufacture of high
quality  commercial  power  units,  AC  power  sources,  frequency  converters,
uninterruptible  power  supplies  and  associated  analytical  equipment.
On  December 13, 2004, Orbit entered into a Stock Purchase Agreement (the "SPA")
to  acquire all of the issued and outstanding capital stock of Tulip Development
Laboratory,  Inc.  and  its affiliated manufacturing company, TDL Manufacturing,
Inc.  ("TDLM").  Headquartered  in  Quakertown,  Pennsylvania, Tulip Development
Laboratory is a leading designer and engineering provider of computer peripheral
products  including  custom integrated solutions for keyboards, illuminated data
entry  devices  and  displays.  See Current Report on Form 8-K filed on December
17,  2004.
Completion  of  the  transaction  is  subject  to  various  closing  conditions
including, but not limited to, Orbit obtaining debt financing; completion of due
diligence;  Board  approval  by  each company; obtaining any necessary consents;
completion  of audit of Tulip; no material adverse change in Tulip's business or
financial  condition,  and  other  customary  closing  conditions.
This  prospectus  relates  to  the reoffer and resale of 1,412,500 shares of our
common  stock,  par  value  $0.10 per share, by certain selling securityholders,
including  our officers and directors, who are deemed to be affiliates of Orbit,
as  well  as by non-affiliates of Orbit, holding restricted securities, that are
issuable  upon  the  exercise  of options or other stock awards granted or to be
granted  pursuant to our 2003 Employee Stock Incentive Plan, 2000 Employee Stock
Option  Plan,  1995  Employee  Stock  Option Plan and 1995 Stock Option Plan for
Non-Employee Directors, together referred to as the "Plans".  Up to a maximum of
437,500  shares  of  our  common  stock  may  be offered and sold by the selling
securityholders  pursuant  to  our  2003  Employee Stock Incentive Plan, up to a
maximum  of  250,000  shares  of our common stock may be offered and sold by the
selling securityholders pursuant to our 2000 Employee Stock Option Plan, up to a
maximum  of  625,000  shares  of our common stock may be offered and sold by the
selling  securityholders  pursuant to our 1995 Employee Stock Option Plan and up
to  a  maximum  of 100,000 shares of our common stock may be offered and sold by
the  selling  securityholders  pursuant  to  our  1995  Stock  Option  Plan  for
Non-Employee Directors.  All share numbers reflect the 25% stock dividend (which
has been accounted for as a 5 for 4 stock split) effected by Orbit on August 14,
2003,  as  well  as  the  one-for-three reverse stock split effected by Orbit on
October  4,  1999.  We will not receive any proceeds from the sale of the shares
sold  by the selling securityholders but we will receive the exercise price upon
exercise  of  the  stock  options  or  other  stock  awards.
In  this prospectus we refer to Orbit International Corp. as "Orbit", "we", "us"
or  "our".  Our  executive offices are located at 80 Cabot Court, Hauppauge, New
York  11788  and  our  telephone  number  is  631-435-8300.
                                  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 and 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  shares  offered  hereby.
MANY  OF  OUR COMPETITORS POSSESS FINANCIAL RESOURCES SIGNIFICANTLY GREATER THAN
US  AND  ACCORDINGLY,  COULD INITIATE AND SUPPORT PROLONGED PRICE COMPETITION TO
GAIN  MARKET  SHARE.
     Many  of our competitors are well established, have reputations for success
in  the  development  and  sale  of  their  products  and  services  and  have
significantly  greater  financial,  marketing, distribution, personnel and other
resources  than  us,  thereby permitting them to implement extensive advertising
and  promotional  campaigns,  both  in  general  and  in  response to efforts by
additional  competitors to enter into new markets and introduce new products and
services.
The  electronics  industry  is  characterized  by  frequent  introduction of new
products  and  services,  and  is  subject  to changing consumer preferences and
industry  trends,  which  may  adversely  affect  our ability to plan for future
design, development and marketing of our products and services.  The markets for
electronic  products,  components and related services are also characterized by
rapidly  changing technology and evolving industry standards, often resulting in
product  obsolescence  or short product life cycles.  We are constantly required
to  expend  more  sums  into  research  and  development  of  new  technologies.
We  believe  that  the  electronics  segment's  competitive  position within the
electronics  industry  is  predicated  upon  the  Orbit  Instrument  Division's
manufacturing  techniques,  our ability to design and manufacture products which
will  meet  the  specific  needs  of  our  customers  and  our  long-standing
relationships  with  our major customers.  There are numerous companies, many of
which  have greater resources than us, capable of producing substantially all of
our  products.
Competition  in the markets for the power unit segment'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 has been increasingly severe and
price  has  generally  become  the  major  overriding  factor  in  contract  and
subcontract  awards.  There  can  be  no  assurance  of  our  ability to compete
effectively.
WE  COULD HAVE DIFFICULTIES IN PROCURING CONTRACTS BECAUSE OF A REDUCTION IN THE
LEVEL  OF  INDUSTRY-WIDE  FUNDING  AND  PRICING  PRESSURES.
     We  continue  to  pursue many business opportunities, including programs in
which  we  have  previously  participated  but, due to industry-wide funding and
pricing  pressures,  we could encounter delays in the awards of these contracts.
We  continue  to  seek  new  contracts  which require incurring up-front design,
engineering,  prototype  and  pre-production  costs.  While we are attempting to
negotiate  contract awards for reimbursement of product development, there is no
assurance  that  sufficient monies will be set aside by our customers, including
the  U.S. Government, for such effort.  In addition, even if the U.S. Government
agrees to reimburse development costs, there is still a significant risk of cost
overrun  which may not be reimbursable.  Furthermore, once we have completed the
design  and  pre-production  stage,  there  is no assurance that funding will be
provided  for  future  production.
A  significant  amount  of  our  contracts  are  subject  to  termination at the
convenience  of  the  U.S.  Government.  Orders  under  U.S.  Government  prime
contracts  or  subcontracts  are  customarily  subject  to  termination  at  the
convenience  of  the  U.S. Government, in which event the contractor is normally
entitled  to  reimbursement  for  allowable costs and a reasonable allowance for
profits,  unless  the termination of a contract was due to a default on the part
of  the  contractor.
WE  ARE  HEAVILY  DEPENDENT  UPON  THE  CONTINUANCE  OF  MILITARY  SPENDING.
     A  significant  amount  of  all  the  products  we  manufacture are used in
military  applications.  The  attacks of September 11, 2001 and subsequent world
events  have  led the U.S. Government to increase the level of military spending
necessary  for  domestic  and  overseas security.  We are heavily dependent upon
military  spending,  particularly  on the Department of the Navy, as a source of
revenues  and income.  Accordingly, any substantial future reductions in overall
military spending by the U.S. Government could have a material adverse effect on
our  sales  and  earnings.
WE  ARE  DEPENDENT  ON CERTAIN OF OUR CUSTOMERS AND WE DO NOT HAVE ANY LONG TERM
CONTRACTS  WITH  THESE  CUSTOMERS.
     Various  agencies of the U.S. Government, Raytheon Company, Lockheed Martin
Corp,  and  BAE  SYSTEMS  accounted  for  approximately  26%,  20%, 14% and 14%,
respectively,  of  our  consolidated  net  sales for the year ended December 31,
2003.  Various  agencies of the U.S. Government, Lockheed Martin Corp., Raytheon
Company  and  BAE  SYSTEMS  accounted  for  approximately 24%, 24%, 21% and 21%,
respectively,  of  the  net  sales of our Electronics Segment for the year ended
December 31, 2003.  Various agencies of the U.S. Government and Raytheon Company
accounted  for  approximately 28% and 18%, respectively, of the net sales of our
Power  Units  Segment  for the year ended December 31, 2003.  We do not have any
significant  long-term contracts with any of the above-mentioned customers.  The
loss  of  any of these customers would have a material adverse effect on our net
sales and earnings.  Due to major consolidations in the defense industry, it has
become  more  difficult to avoid dependence on certain customers for revenue and
income.
WE  MAY  NOT  BE  SUCCESSFUL  IN  OUR  EXPANSION  EFFORTS.
     We  have  had  a  strategy  to  expand  our  operations  through  strategic
acquisitions.  Through  the  past  several  years  we reviewed various potential
acquisitions  and  believe there are numerous opportunities presently available.
We  currently  have  entered  into  a  definitive  agreement  to  acquire  Tulip
Development  Laboratory.  See  "Summary Information."  There can be no assurance
we  will  complete  the  Tulip  acquisition or any other acquisition.  The Tulip
acquisition  is  dependent upon debt financing.  While there can be no assurance
we will obtain the necessary financing to complete the Tulip acquisition even if
we  do,  there  can  be  no  assurance  that we will have sufficient income from
Tulip's  operations  to satisfy the interest payments.  If Tulip's operations do
not have sufficient income to meet interest payments, we will be required to pay
them  out  of  Orbit's  operations  which  would  then  be  adversely  affected.
Furthermore, there can be no assurance we will be able to successfully integrate
into  our  operations  any  acquired  business nor that such acquisition will be
profitable  and  enable  us  to  grow  our  business.
WE  ARE  DEPENDENT  UPON OUR SENIOR EXECUTIVE OFFICERS AND KEY PERSONNEL FOR THE
OPERATION  OF  OUR  BUSINESS.
     We  are  dependent  for  the  operation  of our business on the experience,
technology  knowledge,  abilities and continued services of our officers, Dennis
Sunshine,  President and Chief Executive Officer, Bruce Reissman, Executive Vice
President  and  Chief  Operating  Officer  and  Mitchell  Binder,  Vice
President-Finance  and  Chief Financial Officer.  The loss of services of any of
such  persons  would  be  expected  to  have  a material adverse effect upon our
business  and/or  our  prospects.  Our  future  success is dependent upon, among
other  things,  the  successful  recruitment  and  retention  of  key  personnel
including  executive officers, for sales, marketing, finance and operations.  We
face significant competition for skilled and technical talent.  No assurance can
be  made  that we will be successful in attracting and retaining such personnel.
If  we  are  unable  to retain existing key employees or hire new employees upon
acceptable  terms  when  necessary,  our business could potentially be adversely
affected.
WE  MAY HAVE DIFFICULTY PROCURING CERTAIN RAW MATERIALS ON TERMS SATISFACTORY TO
US.
     We use multiple sources for our procurement of raw materials and we are not
dependent  on any suppliers for such procurement.  Occasionally, however, in the
production  of  certain  military units, we will be faced with procuring certain
components  that  are  either  obsolete  or  difficult  to procure.  Although we
believe  that  with  our  access  to worldwide brokers using the Internet we can
obtain  the necessary components, there can be no assurance that such components
will  be  available,  and  even  if  so,  at  reasonable  prices.
AS  A  DELAWARE  CORPORATION  WE  ARE  PROHIBITED  FROM  ENGAGING  IN  BUSINESS
COMBINATIONS  WHICH  COULD POTENTIALLY LIMIT THE PRICE INVESTORS WILL BE WILLING
TO  PAY  FOR  OUR  SECURITIES.
     We  are subject to the provisions of Section 203 of the General Corporation
Law of Delaware. In general, Section 203 provides, with certain exceptions, that
a  Delaware  corporation  may  not  engage  in any of a broad range of "business
combinations"  with an "interested stockholder" for a period of three years from
the  date  that  such  person  became  an interested stockholder unless: (i) the
transaction  resulting  in a person's becoming an interested stockholder, or the
business  combination  is  approved by the board of directors of the corporation
before  the  person  becomes  an  interested  stockholder;  (ii)  the interested
stockholder acquires at least 85% or more of the outstanding voting stock of the
corporation  (excluding  shares  held  by  persons  who  are  both  officers and
directors  of  the  corporation,  and  shares  held  by  certain  employee stock
ownership  plans);  or  (iii)  the  business  combination  is  approved  by  the
corporations'  board  of  directors  and  by  holders of at least 66 2/3% of the
corporation's  outstanding  voting  stock  at  an  annual  or  special  meeting,
excluding  shares 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 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  our  securities.
THE  MARKET  FOR  OUR  COMMON  STOCK  IS  HIGHLY  VOLATILE.
     The trading price of our common stock could be subject to wide fluctuations
in  response  to  quarterly  variations  in  operating  and  financial  results,
announcements  of technological innovations or new products by the Issuer or its
competitors, changes in our prices or our competitors' products and services, as
well  as  other  events  or factors.  Statements or changes in opinion, earnings
estimates made by brokerage firms or industry analysts relating to the market in
which  we  do  business  or  relating  to Orbit could result in an immediate and
adverse effect on the market price of our common stock.  Statements by financial
or  industry  analysts may be expected to contribute to volatility in the market
price  of our common stock.  In addition, the stock market has from time to time
experienced  extreme  price  and  volume  fluctuations  which  have particularly
affected  the market price for the securities of many companies, similar to that
of  Orbit  and  which  often have been unrelated to the operating performance of
these  particular  companies.  These  broad  market  fluctuations  may adversely
affect  the  market  price  of  our  common  stock.
                                 USE OF PROCEEDS
     We  will  not  receive  any  proceeds from the sale of the shares of common
stock by the selling securityholders.  All such proceeds will be received by the
selling  securityholders.  However,  we  expect  to  use  the  proceeds from the
exercise  of  the  options and other restricted stock awards for working capital
and  other  general  corporate  purposes.
                             SELLING SECURITYHOLDERS
     The shares offered by this prospectus are being registered for reoffers and
resales  by  the  selling securityholders, who have acquired or may acquire such
shares  pursuant  to the exercise of options or other stock awards granted under
the Plans.  The selling securityholders named below may resell all, a portion or
none  of  such shares from time to time.  In addition, certain non-affiliates of
Orbit,  not  named  in the following table, may also use this prospectus to sell
shares  acquired  by  them  pursuant  to  the exercise of options or other stock
awards  granted  to  them  under  the  Plans.
     The  following  table  sets  forth,  with  respect  to  each  selling
securityholder,  based  upon information available to us as of January 14, 2005,
the  number  of  shares  of common stock beneficially owned before and after the
sale  of the shares offered by this prospectus; the number of shares to be sold;
and the percent of the outstanding shares of common stock owned before and after
the  sale  of  the  common  stock  offered  by  this  prospectus.
PERCENTAGE
                               PERCENTAGE             SHARES       OF SHARES
 SELLING         SHARES OWNED  OF SHARES              OWNED        OWNED
 SECURITY        PRIOR TO THE  OWNED PRIOR SHARES     FOLLOWING    FOLLOWING
 HOLDER          SALE (1)(2)   TO THE SALE REGISTERED THE SALE(13) THE SALE(14)
--------         ------------  ----------- ---------- ------------ ------------
Dennis  Sunshine
President,
Chief  Executive
Officer  and
Director           585,474(3)     17.86%     295,833     289,641        8.8%

Bruce  Reissman
Executive  Vice
President  and
Chief  Operating
Officers  and
Director           581,214(4)     17.78%     211,583     369,631       11.3%

Mitchell  Binder
Vice  President/
Finance,  Chief
Financial  Officer
 and  Director     369,702(5)      11.06%     286,287     83,415         2.5%

Mark  Tublisky
Secretary           43,749(6)       1.41%      43,749        0            0

David  Goldman
Controller
                    18,750(7)         *        18,750        0            0

Bernard  Karcinell
Director
                     4,331(8)         *         4,331        0            0

Denis  Feldman
Director             4,331(9)         *         4,331        0            0

Lee  Feinberg
Director            3,083(10)         *         3,083        0            0

Rhein  Arthur
Director            2,083(11)         *         2,083        0            0

Ronald  Storm      36,249(12)       1.17%      31,249        0            0

Karl  Schmidt      27,082(12)         *        27,082        0            0

Scott  Pearson      7,083(12)         *         7,083        0            0

John  Goodfellow    2,500(12)         *         2,500        0            0

Suzanne  Dipre      2,083(12)         *         2,083        0            0

Charles  Wurtz      1,041(12)         *         1,041        0            0

Gerald  Hovdstad   10,416(12)         *         10,416       0            0

Steve  Boegel       2,499(12)         *          2,499       0            0

Semsettin
 Berhumoglu        13,541(12)         *         13,541       0            0

George  Weimer      8,416(12)         *          8,416       0            0

Velodimir  Mushlin  3,332(12)         *          3,332       0            0

John  Gibbons       2,916(12)         *          2,916       0            0

Lynn  Cooper        2,250             *          2,250       0            0

*     Represents  less  than  1%  of  the  issued  and outstanding common stock.

(1)     Except  as  otherwise indicted, we believe that the persons named in the
above  table have the sole voting and investment power over the shares listed as
beneficially  owned  by  such  persons.  For purposes of this table, a person is
deemed  to be the beneficial of all shares of common stock that he has the right
to  acquire,  regardless  of  whether such right is presently exercisable.  Each
beneficial  owner's  percentage  of ownership is determined by assuming that the
right  to  acquire  shares of common stock that are held by such person (but not
those  held  by  any  other  person)  have  been  exercised.

(2)     All  share  numbers  reflect  the  25%  stock  dividend  (which has been
accounted  for  as  a 5 for 4 stock split) effected by Orbit on August 14, 2003.

(3)     Includes  currently exercisable stock options to purchase 220,833 shares
of  common  stock.  Also  includes  289,423  shares held by Mr. Sunshine's wife.
Also  includes  a restricted stock award of 75,000 shares of common stock issued
under the 2003 Plan which vest over a 10 year period beginning October 13, 2007.

(4)     Includes  currently exercisable stock options to purchase 214,583 shares
of  common  stock.  Also  includes  a restricted stock award of 75,000 shares of
common  stock  issued  under  the  2003  Plan  which  vest over a 10 year period
beginning  on  October  13,  2007.  Also, includes 10,000 shares of common stock
which  vest  over  a  three  year  period  beginning  on  February  24,  2005.

(5)     Includes  currently exercisable stock options to purchase 286,287 shares
of  common  stock.  Also  includes  a restricted stock award of 75,000 shares of
common  stock  issued  under  the  2003  Plan  which  vest over a 10 year period
beginning  on  October  13,  2007.

(6)     Represents currently exercisable stock options to purchase 43,749 shares
of  common  stock.

(7)     Includes currently exercisable stock options to purchase 6,250 shares of
common  stock.  Also  includes stock options to purchase 12,500 shares of common
stock  that  are  not  currently  exercisable.

(8)     Includes currently exercisable stock options to purchase 3,331 shares of
common  stock.  Also  includes  stock options to purchase 1,000 shares of common
stock  that  are  not  currently  exercisable.

(9)     Includes currently exercisable stock options to purchase 3,331 shares of
common  stock.  Also  includes  stock options to purchase 1,000 shares of common
stock  that  are  not  currently  exercisable.

(10)     Includes  currently  exercisable stock options to purchase 1,000 shares
of common stock.  Also includes stock options to purchase 2,083 shares of common
stock  that  are  not  currently  exercisable.

(11)     Represents  stock options to purchase 2,083 shares of common stock that
are  not  currently  exercisable.

(12)     Represents  stock  options  to  purchase  shares  of  common  stock.

(13)     This  number  is  an  estimate  based  on each selling securityholder's
beneficial  ownership  as of January 14, 2005.  Since the shares of common stock
listed in the table above may be offered for sale by the selling securityholders
from  time  to  time,  it  cannot  be ascertained the actual number of shares of
common  stock  owned  by  each  selling securityholder following the sale of the
shares,  and  this  column  assumes  all  shares  registered  have  been  sold.

(14)     This  percentage  is  an  estimate  based on 3,057,183 shares of common
stock issued and outstanding as of January 14, 2005.  Since the shares of common
stock  listed  in  the  table  above  may  be  offered  for  sale by the selling
securityholders  from  time  to  time,  it  cannot  be  ascertained  the  actual
percentage  of  shares  of  common  stock  owned  by each selling securityholder
following  the  sale  of  the  shares.

                              PLAN OF DISTRIBUTION
     The  shares  may  be  sold  or  transferred  for  value  by  the  selling
securityholders,  or  by  pledgees,  donees,  transferees or other successors in
interest  to  the  selling  securityholders,  in one or more transactions on the
Nasdaq  SmallCap  Market  (or  any  successor  stock  exchange),  in  negotiated
transactions  or  in  a  combination  of  such methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at  prices  otherwise  negotiated.  The  selling securityholders may
effect such transactions by selling the shares to or through broker-dealers, and
such  broker-dealers  may  receive  compensation  in  the  form  of underwriting
discounts,  concessions  or  commissions from the selling securityholders and/or
the  purchasers  of  the  shares  for  whom such broker-dealers may act as agent
(which  compensation  may  be  less than or in excess of customary commissions).
The  selling  securityholders,  and  any  broker-dealers that participate in the
distribution  of  the  shares,  may  be  deemed  to be "underwriters" within the
meaning  of Section 2(11) of the Securities Act, and any commissions received by
them and any profit on the resale of the shares sold by them may be deemed to be
underwriting  discounts  and  commissions under the Securities Act.  All selling
and  other expenses incurred by individual selling securityholders will be borne
by  such  selling  securityholders.
Upon  our  being  notified  by  a  selling  securityholder  that  any  material
arrangement has been entered into with a broker or dealer for the sale of shares
through  a  secondary distribution, or a purchase by a broker or dealer, we will
file  a  prospectus  supplement,  if required, pursuant to Rule 424(b) under the
Securities  Act,  disclosing (a) the name of each of such selling securityholder
and the participating broker-dealers, (b) the number of shares involved, (c) the
price  at  which  such  shares  are  being sold, (d) the commissions paid or the
discounts  or  concessions allowed to such broker-dealers, (e) where applicable,
that  such  broker-dealers  did  not  conduct  any  investigation  to verify the
information  set  out  or  incorporated  by  reference  in  the  prospectus,  as
supplemented,  and  (f)  other  facts  material  to  the  transaction.
In  addition  to  any  such  number  of  shares  sold  hereunder,  a  selling
securityholder may, at the same time, sell any shares of common stock, including
the  shares  offered by this prospectus, owned by such person in compliance with
all  of  the  requirements  of  Rule 144 under the Securities Act, regardless of
whether  such  shares  are  covered  by  this  prospectus.
There  is  no assurance that any of the selling securityholders will sell any or
all  of  the  shares  offered  by  this  prospectus.
We  will  pay  all  expenses  in  connection  with  this  offering,  other  than
commissions  and  discounts  of  underwriters,  dealers  or  agents.
                   DESCRIPTION OF SECURITIES TO BE REGISTERED
     The following summary of the terms of our capital stock does not purport to
be  complete  and  is  qualified  in its entirety by reference to the applicable
provisions  of  Delaware  law, our Certificate of Incorporation and our By-Laws.
As  set  forth  in  our Certificate of Incorporation, as amended, our authorized
capital stock consists of 10,000,000 shares of common stock, par value $0.10 per
share.
The  holders of our 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 our
common  stock  are entitled to receive ratably such dividends as are declared by
our  board of directors out of funds legally available therefor. In the event of
our liquidation, dissolution or winding up, holders of our common stock have the
right  to  a  ratable  portion of assets remaining after payment of liabilities.
The  holders  of our 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 Orbit. All issued and outstanding shares of our common stock
are  fully  paid  and  non-assessable.
              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES
     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to directors, officers and controlling persons of Orbit, the
SEC has expressed its opinion that 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  Orbit  of  expenses  incurred  or  paid  by  a director, officer or
controlling  person  of  Orbit  in the successful defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with  the shares being registered, Orbit will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court  of  appropriate jurisdiction the question whether such indemnification by
us  is  against  public policy as expressed in the Securities Act and we will be
governed  by  the  final  adjudication  of  such  issue.
II - 7
                                     II - 1
                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "SEC")  by  Orbit  International  Corp.,  a  Delaware  corporation  (the
"Registrant"),  pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  are incorporated by reference in this registration statement:
     (1)     Orbit's  Current  Report on Form 8-K filed with the SEC on December
17,  2004.

(2)     Orbit's  Quarterly Report on Form 10-QSB for quarter ended September 30,
2004,  filed  with  the  SEC  on  November  12,  2004.
(3)     Orbit's  Current  Report  on  Form 8-K filed with the SEC on November 5,
2004.
(4)     Orbit's  Current  Report  on  Form 8-K filed with the SEC on October 19,
2004.
(5)     Orbit's Quarterly Report on Form 10-QSB for quarter ended June 30, 2004,
filed  with  the  SEC  on  August  10,  2004.
(6)     Orbit's Current Report on Form 8-K filed with the SEC on August 6, 2004.
(7)     Orbit's  Quarterly  Report  on  Form  10-QSB for quarter ended March 31,
2004,  filed  with  the  SEC  on  May  11,  2004.
(8)     Orbit's  Current  Report  on Form 8-K filed with the SEC on May 6, 2004.
(9)     Orbit's  Proxy  Statement  filed  with  the  SEC  on  April  28,  2004.
(10)     Orbit's  Annual  Report  on Form 10-KSB for the year ended December 31,
2003,  filed  with  the  SEC  on  March  29,  2004.
(11)     Orbit's Current Report on Form 8-K filed with the SEC on March 9, 2004.
(12)     Orbit's  prospectus  dated  April 28, 1997 (SEC File Number: 333-25979)
contained  within  its  Registration Statement on Form S-8 filed with the SEC on
April  28,  1997.
(13)     Orbit's  prospectus  dated  September  14,  2001  (SEC  File  Number:
333-69410)  contained  within  its Registration Statement on Form S-8 filed with
the  SEC  on  September  14,  2001.
(14)     The  description  of our common stock contained in Orbit's Registration
Statement  on  Form  10,  filed  on  August  28,  1969.

     All  documents  subsequently filed by the Registrant after the date of this
prospectus  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
shall  be  deemed to be incorporated by reference in this prospectus and to be a
part of this prospectus from the date of filing of such documents. Any statement
contained  in  a  previously  filed  document  incorporated by reference in this
prospectus  shall  be  deemed  to be modified or superseded for purposes of this
prospectus  to  the  extent  that  a  statement  in  this prospectus modifies or
supersedes  such  previous  statement  and  any  statement  contained  in  this
prospectus  shall  be  deemed  to be modified or superseded to the extent that a
statement in any document subsequently filed, which is incorporated by reference
in  this  prospectus,  modifies  or  supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  prospectus.
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  a  director  to  the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall  not eliminate or limit the liability of a director: (1) for any breach of
the  director's duty of loyalty to the corporation or its stockholders; (ii) for
acts  or omissions  not in good faith or which involve intentional misconduct or
a  knowing  violation  of  law;  (iii)  for any unlawful payment of dividends or
stock  purchase  or  redemption  under  section  174  of  DGCL;  or (iv) for any
transaction  from  which  the  director  derived  an  improper personal benefit.
Section  (A)  of  Article  11  of  our Certificate of Incorporation, as amended,
eliminates  the liability of directors to the extent permitted by Section 102(b)
(7)  of  the  DGCL.
In  addition,  Section  145  of  the  DGCL which provides that a corporation may
indemnify  any  person who was or is a party or is threatened to be made a party
to  any  threatened,  pending  or  completed action, suit or proceeding, whether
civil,  criminal, administrative or investigative (other than an action by or in
right  of  the  corporation)  by  reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request  of  the  corporation  as a director, officer, employee or agent of
another  corporation or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines  and  amounts  paid  in  settlement  in  actually  and
reasonably  incurred  by  the  person  in  connection  with such action, suit or
proceeding, if the person acted in good faith and in a he 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 his
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 no indemnification shall be made in respect of any claim, issue
or  matter as to which such person shall have been adjudged to be liable  to the
corporation  unless  and only to the extent that the court  determines that such
person  is  entitled  to  indemnity  despite the adjudication of liability.  The
statute  provided  that it is not exclusive of other indemnification that may be
granted  by  a  corporation's  by-laws,  agreement,  vote  of  stockholders  or
disinterested  directors  or  otherwise.  Article  11  of  our  Certificate  of
Incorporation provides for such indemnification of our directors and officers as
permitted  by  Delaware  law.
In connection with the indemnification of our directors and officers, Article 11
of  our  Certificate  of  Incorporation  provides  in pertinent part as follows:
     (i)     Each  person who was or is made a party or is threatened to be made
a  party  to  or  is  involved in any action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (hereinafter a "proceeding") other
than an action by or in the right of the Corporation, by reason of the fact that
he  or she, or a person of whom he or she is the legal representative, is or was
a  director,  officer,  employee  or  agent  of  the  corporation  or of another
corporation  or  a  partnership, joint venture, trust or other enterprise at the
request  of  the corporation, including service with respect to employee benefit
plans,  including  a proceeding the basis of which is alleged action outside the
scope  of  authority  while  serving  as a director, officer, employee or agent,
shall  be indemnified and held harmless by the corporation to the fullest extent
authorized  by  the  Delaware General Corporation law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that  such  amendment permits the corporation to provide broader indemnification
rights  than  said  law  permitted  the  corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments,  fines,  ERISA  exercise  taxes  or  penalties  and  amounts  paid in
settlement)  reasonably  incurred  or  suffered  by  such  person  in connection
therewith  and such indemnification shall continue as to a person who has ceased
to  be  a director, officer, employee or agent and shall inure to the benefit of
his  or  her heirs, executors and administrators; provided, however, that except
as  provided  in  subparagraph  (ii) hereof, the corporation shall indemnify any
such  person  seeking  indemnification  in connection with a proceeding (or part
thereof) initiated by such persons only if such proceeding (or part thereof) was
authorized  by  the  Board  of  Directors  of  the  Corporation.  The  right  to
indemnification  hereunder shall be a contract right and shall include the right
to  be  paid  by  the  corporation  the  expenses incurred in defending any such
proceeding  in advance of its final disposition; provided, however, that, if the
Delaware General Corporation law requires, the payment of such expenses incurred
by  a  director  or officer in his or her capacity as a director or officer (and
not  in  any  other  capacity in which service was or is rendered by such person
while  a  director  or  officer,  including  without  limitation,  service to an
employee  benefit  plan)  in  advance  of the final disposition of a proceeding,
shall be made upon delivery to the corporation of an undertaking by or on behalf
of  such  director  or  officer  to  repay  all  amounts so advanced if it shall
ultimately  be  determined  that  such director or officer is not entitled to be
indemnified  hereunder  or otherwise. The corporation may by action of its Board
of Directors, provide indemnification to employees and agents of the corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

     (ii)     If  a  claim  under paragraph (i) above is not paid in full by the
corporation  within  thirty  days after a written claim has been received by the
corporation,  the  claimant  may  at  any time thereafter bring suit against the
corporation  to  recover  the  unpaid  amount of the claim and, if successful in
whole  or in part, the claimant shall be entitled to be paid also the expense of
prosecuting  such claim. It shall be a defense of any such action (other than an
action  brought  to  enforce  a  claim  for  expenses  incurred in defending any
proceeding  in  advance of its final disposition where the required undertaking,
if  any is required, has been tendered to the corporation) that the claimant has
not  met  the standards of conduct which makes it permissible under the Delaware
General  Corporation  Law  for the corporation to indemnify the claimant for the
amount  claimed  but  the  burden  of  proving  such  defense  shall  be  on the
corporation.  Neither  the  failure  of  the corporation (including its board of
directors,  independent  legal  counsel,  or  its  stockholders)  to have made a
determination  prior  to the commencement of such action that indemnification of
the  claimant  is  proper  in  the  circumstances  because he or she has met the
applicable  standard  of  conduct  set forth in the Delaware General Corporation
Law,  nor  an  actual  determination  by the corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create  a  presumption  that the claimant has not met the applicable standard of
conduct.

     (iii)     The right to indemnification and the payment of expenses incurred
in  defending  a  proceeding  in  advance  of its final disposition shall not be
exclusive  of  any  other  right  which any person may have or hereafter acquire
under  any  statute,  provision  of  the  Certificate of Incorporation, By-laws,
agreement,  vote  of  stockholders  or  disinterested  directors  or  otherwise.

     In  addition,  we  maintain  a directors' and officers' liability insurance
policy.
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.
With respect to restricted securities to be reoffered or resold pursuant to this
registration statement, the Registrant relies upon Section 4(2) of the Act under
which  exemption  from  registration was claimed as each issuance was an officer
and  director of the Company in a transaction not involving any public offering.

ITEM  8.    EXHIBITS
Exhibit
Number      Description
--------    -----------
4.1(a)      Orbit  International  1995  Employee  Stock  Option  Plan*
4.1(b)      Orbit  International  2000  Employee  Stock  Option  Plan*
4.1(c)      Orbit  International  1995  Stock  Option  Plan  for  Non-Employee
            Directors*
4.1(d)      Amendment to 1995 Stock  Option  Plan  for Non-Employee Directors*
4.1(e)      Orbit  International  2003  Employee  Stock  Incentive  Plan*
5.1         Opinion  of  Robinson  &  Cole  LLP**
23.1        Consent of Robinson & Cole  LLP (included  in  Exhibit 5.1 hereto)
23.2        Consent  of  Goldstein  Golub  Kessler,  LLP**
24.1        Power  of  attorney  of  officers  and  directors  of  the
Registrant**
______________________
*     Previously  Filed.  See  Exhibit  Index.
**Filed  herewith.

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  of  1933;
(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.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume  and  price  represent  no  more than 20% change in the maximum aggregate
offering  price  set forth in the "Calculation of Registration Fee" table in the
effective  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) of above do not apply
if  the  registration  statement  is  on Form S-3, Form S-8 or Form F-3, and the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic  reports  filed with or furnished to the
Commission  by  the  registrant  pursuant  to Section 13 or Section 15(d) of the
Securities  Exchange  Act  of  1934  that  are  incorporated by reference in the
registration  statement.
(2)     That,  for the purpose of determining liability under the Securities Act
of  1933,  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 of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  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  of 1933 (the "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 Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  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 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  City of Hauppauge, State of New York, on February 3, 2005.

ORBIT  INTERNATIONAL  CORP.

By:  /s/  Dennis  Sunshine
     ---------------------
       Dennis  Sunshine
       President  and  Chief  Executive  Officer
       (Principal  Executive  Officer)

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
date  indicated.

/s/ Dennis Sunshine      President and Chief Executive Officer
-------------------      (Principal Executive Officer)
Dennis Sunshine                    and Director               February 3, 2005

/s/Bruce  Reissman       Executive Vice President,
------------------       Chief Operating Officer and
Bruce Reissman                      Director                  February 3, 2005

/s/Mitchell Binder       Vice President/Finance,
------------------       Chief Financial Officer
Mitchell Binder        (Principal Financial Officer)
                                   and Director              February 3, 2005
/s/Bernard  Karcinell
---------------------
Bernard Karcinell                   Director                 February 3, 2005

/s/Denis  Feldman
-----------------
Denis Feldman                       Director                 February 3, 2005

/s/Lee  Feinberg
----------------
Lee  Feinberg                       Director                 February 3, 2005

/s/Arthur  Rhein
----------------
Rhein  Arthur                       Director                 February 3, 2005
ORBIT INTERNATIONAL CORP.

                       REGISTRATION STATEMENT ON FORM S-8,
                             DATED JANUARY 28, 2005

                                  EXHIBIT INDEX

Exhibit
Number   Description
-------  -----------
4.1(a)   Orbit  International 1995 Employee Stock Option Plan
         (incorporated by reference  from  Annex  B to
         Registrant's Definitive Proxy Statement on Schedule
         14A  filed  with  the  SEC  on  November  17,  1995).
4.1(b)   Orbit  International 2000 Employee Stock Option Plan (incorporated
         by reference from Appendix B to Registrant's Definitive Proxy
         Statement on Schedule 14A  filed  with  the  SEC  on
         April  28,  2000).
4.1(c)   Orbit International 1995 Stock Option Plan for Non-Employee
         Directors (incorporated  by  reference  from  Annex  C  to
         Registrant's  Definitive Proxy Statement  on  Schedule  14A
         filed  with  the  SEC  on  November  17,  1995).
4.1(d)   Amendment  to  Orbit  International  1995  Stock  Option  Plan  for
         Non-Employee  Directors  (incorporated  by  reference  from
         Proposal  2  to Registrant's  Definitive  Proxy  Statement on
         Schedule 14A filed with the SEC on April  28,  2004).
4.1(e)   Orbit  International 2003 Employee Stock Incentive Plan
         (incorporated by  reference from Exhibit 4(a) to the Registrant's
          Annual Report on Form 10-KSB for the year ended  December 31, 2002)
5.1      Opinion  of  Robinson  &  Cole  LLP
23.1     Consent  of  Robinson  &  Cole  LLP  (included  in Exhibit 5.1 hereto).
23.2     Consent  of  Goldstein  Golub  Kessler,  LLP.
24.1     Power  of  attorney  of  officers  and  directors  of  the  Registrant.
Exhibit  5.1
                                                              ------------

                        Letterhead of Robinson & Cole LLP

February  2,  2005

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

      Re:      Registration  Statement  on  Form  S-8
               --------------------------------------

 Ladies  and  Gentlemen:
     We  have  acted  as  counsel  to  Orbit  International  Corp.,  a  Delaware
corporation  (the  "Company"),  in connection with its Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission with respect to
the  registration  under the Securities Act of 1933, as amended, of an aggregate
of  475,000 shares of common stock of the Company, $0.10 par value per share, of
the  Company  (the  "Shares"), to be offered and sold by the Company pursuant to
the  Company's 2003 Employee Stock Incentive Plan, 2000 Employee Stock Incentive
Plan,  1995  Employee  Stock  Incentive  Plan  and  1995  Stock  Option Plan for
Non-Employee  Directors  (collectively,  the  "Plans").
     This opinion is being delivered in accordance with the requirements of Item
601(b)(5)  of  Regulation  S-B  under  the  Act.
     We  have  examined originals or certified copies of such corporate records,
certificates  of  officers of the Company and/or public officials and such other
documents  and  have made such other factual and legal investigations as we have
deemed relevant and necessary as the basis for the opinions set forth below.  In
such  examination,  we  have  assumed  the  genuineness  of  all signatures, the
authenticity  of  all  documents submitted to us as originals, the conformity to
original  documents of all documents submitted to us as conformed or photostatic
copies  and  the  authenticity  of  the  originals  of  such  copies.
     Based  upon  our  foregoing  examination, subject to the assumptions stated
above  and  relying on the statements of fact contained in the documents that we
have  examined,  we  are  of  the  opinion  that the issuance of the Shares upon
exercise of the options granted pursuant to the Plans have been duly and validly
authorized  and, when such Shares have been paid for and delivered in accordance
with  the  terms  of  the  Plans,  such  Shares will be duly authorized, legally
issued,  fully  paid  and  non-assessable.
     This  opinion  is  limited  to  the General Corporation Law of the State of
Delaware,  as  currently  in  effect.
     We  hereby  consent to the filing of this opinion as an exhibit to the Form
S-8  relating  to the registration of the Shares.  In giving this consent, we do
not  thereby  admit  that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and  regulations  of  the  Securities  and  Exchange  Commission.
     Very  truly  yours,

      Robinson  &  Cole  LLP
      By:/s/ Elliot  Lutzker
             ----------------
             Elliot  Lutzker
Exhibit  23.2
                                                                -------------

CONSENT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM

To  the  Board  of  Directors
Orbit  International  Corp.

We  hereby  consent to the use of this Registration Statement on Form S-8 of our
report  dated  February  25,  2004,  relating  to  the  consolidated  financial
statements  of  Orbit  International  Corp.  and  Subsidiaries as of and for the
period  ended  December 31, 2003 which appear in such Registration Statement. We
also  consent  to the reference to our Firm under the captions "Experts" in such
Registration  Statement.

GOLSTEIN  GOLUB  KESSLER  LLP
New  York,  New  York

February  3,  2005
Exhibit 24.1
                                                                    ------------

                                POWER OF ATTORNEY

                            ORBIT INTERNATIONAL CORP.
                       REGISTRATION STATEMENT ON FORM S-8
                       2003 EMPLOYEE STOCK INCENTIVE PLAN
                         2000 EMPLOYEE STOCK OPTION PLAN
                         1995 EMPLOYEE STOCK OPTION PLAN
                1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

Each  of the undersigned Directors and/or Officers of Orbit International Corp.,
a  Delaware  corporation (the "Company"), hereby constitutes and appoints Dennis
Sunshine  and  Mitchell  Binder,  or  either  one  of  them, the true and lawful
attorneys-in-fact  of  such  Director  and/or  Officer,  with  full  power  of
substitution  and  resubstitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to do any and all acts and execute any and
all  instruments  which  the  said  attorneys may deem necessary or advisable to
enable  the  Company  to comply with the Securities Act of 1933, as amended (the
"Securities  Act"),  and  any  rules  and  regulations  and  requirements of the
Securities  and  Exchange  Commission in respect thereof, in connection with the
registration under the Securities Act of an aggregate of 1,412,500 shares of the
Company's  common stock, $.10 par value per share, issued or which may be issued
under  the  terms of the Orbit International Corp. 2003 Employee Stock Incentive
Plan,  the  Orbit International Corp. 2000 Employee Stock Option Plan, the Orbit
International  Corp. 1995 Employee Stock Option Plan and the Orbit International
Corp. 1995 Stock Option Plan for Non-Employee Directors, as amended from time to
time,  including  specifically,  but  without  limiting  the  generality  of the
foregoing, the power and authority to sign the name of the undersigned in his or
her  capacity  as  Director  and/or  Officer  of  the  Company to a Registration
Statement  on  Form  S-8 to be filed with the Securities and Exchange Commission
with  respect  thereto,  to  any  and  all  amendments, including post-effective
amendments,  to  the said Registration Statement, and to any and all instruments
and  documents  filed  as  a part of or in connection with the said Registration
Statement or amendments thereto; and each of the undersigned hereby ratifies and
confirms  all  that  the  said attorneys, or any of them, has done, shall do, or
cause  to  be  done  by  virtue  hereof.

IN  WITNESS WHEREOF, each of the undersigned has executed this power of attorney
this  3rd  day  of  February  2005.

/s/  Dennis  Sunshine          /s/Bernard  Karcinell
---------------------          ---------------------
Dennis Sunshine                Bernard Karcinell

/s/Bruce  Reissman             /s/Denis  Feldman
------------------             -----------------
Bruce Reissman                 Denis Feldman

/s/ Mitchell Binder            /s/Lee Feinberg
-------------------            ---------------
Mitchell Binder                Lee  Feinberg

/s/Mark  Tublisky              /s/Arthur  Rhein
-----------------              ----------------
Mark  Tublisky                 Rhein  Arthur

/s/David  Goldman
-----------------
David Goldman