As filed with the Securities and Exchange Commission on June 2, 2009
                                                      Registration No. 333-_____

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

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

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

  80 CABOT COURT, HAUPPAUGE, NEW YORK                11788
 (Address of Principal Executive Offices)         (Zip Code)

                                  ------------
   ORBIT INTERNATIONAL CORP. 2009 INDEPENDENT DIRECTORS INCENTIVE STOCK PLAN,
         ORBIT INTERNATIONAL CORP. 2006 EMPLOYEE STOCK INCENTIVE PLAN,
                           (Full title of the plans)
                                  ------------
                                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)

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer               Accelerated filer

Non-accelerated filer                Smaller reporting company  X
                                                                =

(Do not check if a smaller reporting company)


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

                            ELLIOT H. LUTZKER, ESQ.
                               PHILLIPS NIZER LLP
                          666 FIFTH AVENUE, 28TH FLOOR
                         NEW YORK, NEW YORK 10103-0084
                                 (212) 841-0707


                        CALCULATION OF REGISTRATION FEE

                                                     PROPOSED
                                     PROPOSED        MAXIMUM
TITLE OF EACH                        MAXIMUM         AGGREGATE     AMOUNT OF
CLASS OF SECURITIES   AMOUNT TO BE   OFFERING        OFFERING      REGISTRATION
TO BE REGISTERED      REGISTERED     PRICE PER UNIT  PRICE         FEE
----------------      -----------    -------------   -----------   -----------
Common Stock,
$.10 par value        94,120 (1)(2)   $3.01 (3)       $283,301       $15.81
--------------        -------------   ---------       --------       ------
Common Stock,
$.10 par value         5,880 (4)      $3.01 (3)        $17,699         0.99
--------------        -------------   ---------        -------         ----
Common Stock,
$.10 par value        47,057 (2)(5)   $3.01 (3)       $141,642         7.90
--------------        -------------   ---------       --------         ----
Common Stock,
$.10 par value       117,943 (6)      $3.01 (3)       $355,008       $19.81
--------------       --------------   ---------       --------       ------
Common Stock,
$.10 par value        85,000 (7)      $2.00           $170,000        $9.49
--------------       --------------   -----------     --------        -----
Total                350,000 (8)                                     $54.00
                     --------------   -----------     --------       ------


(1)     Represents an aggregate of 94,120 stock options or other stock awards to
be granted pursuant to the Orbit International Corp. 2009 Independent Directors
Incentive Stock Plan (the "2009 Plan").
(2)     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 2009 Independent Directors Incentive Stock Plan and the 2006 Employee
Stock Incentive Plan (the "2006 Plan") (the "Plans").
(3)     Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and Rule 457(c) based upon the average of the high
and low sales prices of the Registrant's Common Stock, as reported on the Nasdaq
Capital Market on May 26, 2009.
(4)     Represents restricted shares granted on March 5, 2009 under the 2009
Plan.
(5)     Represents an aggregate of 47,057 stock options or other stock awards to
be granted pursuant to the Orbit International Corp. 2006 Plan.
(6)     Represents an aggregate of 117,943 restricted shares issued to 8
employees, including officers of the Company, under the 2006 Plan.
(7)     Represents shares issuable upon exercise of an outstanding option
granted under the 2006 Plan to an officer and director exercisable at $2.00 per
share.
(8)     Any shares of Common Stock covered by an award granted under the Plans
that is forfeited, canceled or expires (whether voluntarily or involuntarily)
will be deemed not to have been issued for purposes of determining the maximum
aggregate number of shares of Common Stock that may be issued under the Plans.

                                EXPLANATORY NOTE
     This registration statement on Form S-8 is being filed by Orbit
International Corp. ("Orbit") to register 100,000 shares of common stock under
Orbit's 2009 Plan and 250,000 shares of common stock under Orbit's 2006 Plan.
This Registration Statement contains two parts.  The first part contains
information required in the registration statement pursuant to Part I of Form
S-8 with respect to shares of our common stock issuable upon the exercise of
stock options and grants of equity awards made under the Plans prior and
subsequent to the date hereof.  The second part contains a "reoffer" 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-affiliate assignees 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 2009 Plan,
which 100,000 shares are being registered herein and the 2006 Plan, which
250,000 shares are being registered herein.
The reoffer prospectus includes the following shares held by the named selling
securityholders, specifically: (i) 5,880 shares of restricted Common Stock
issued and outstanding under the 2009 Plan; (ii) 117,943 shares of restricted
Common Stock issued and outstanding under the 2006 Plan; and (iii) 85,000 shares
of Common Stock issuable upon exercise of currently issued and outstanding
options issued under the 2006 Plan held by an affiliate of the Company.  This
Prospectus omits certain of the information contained in the Registration
Statement in accordance with the rules and regulations of the SEC.  Reference is
hereby made to the Registration Statement and related exhibits for further
information with respect to the Company and the Shares. Statements contained
herein concerning the provisions of any documents are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the SEC. Each
such statement is qualified in its entirety by such reference.
We prepared this Registration Statement in accordance with the requirements of
Form S-8 under the Securities Act.  We are registering 100,000 Shares pursuant
to our 2009 Plan. The purpose of the 2009 Plan is to advance the interests of
the Company and its stockholders by providing a means of attracting and
retaining independent non-officer directors by the Company.  We are registering
250,000 Shares pursuant to our 2006 Plan.  The purpose of our 2006 Plan is to
advance the interests of the Company and its stockholders by providing a means
of attracting and retaining employees, corporate officers, directors,
consultants and other key persons employed or retained by the Company and its
subsidiaries and affiliates.
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1.          PLAN INFORMATION
     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 2009 Independent Directors Incentive Stock Plan (the "2009
Plan") and the 2006 Employee Stock Incentive Plan ("2006 Plan"), 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.
This registration statement relates to a maximum of 100,000 shares of our common
stock issuable pursuant to our 2009 Plan and 250,000 shares issuable pursuant to
our 2006 Plan (the "Shares").
ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
     The documents incorporated by reference into this prospectus pursuant to
Item 3 of Part II hereof are available without charge, upon written or oral
request.  The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others upon written or oral request,
as specified by Rule 428(b). All requests shall be directed to Corporate
Secretary, Orbit International Corp., 80 Cabot Court, Hauppauge, NY 11788, (Tel)
631-435-8300.  In accordance with the rules and regulations of the SEC and the
instructions to Form S-8, such documents are not being filed either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424.

<PAGE>



REOFFER PROSPECTUS
                           ORBIT INTERNATIONAL CORP.
                         350,000 SHARES OF COMMON STOCK
     This prospectus relates to the reoffer and resale of 350,000 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"), 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 2009 Independent Directors Incentive Stock Plan (the "2009
Plan") and our 2006 Employee Stock Incentive Plan (the "2006 Plan")
(collectively, the "Plans").
     The shares offered herby consist of: (i) 5,880 restricted shares which were
issued to
non-employee directors under the 2009 Plan; (ii) 94,120 shares remaining
issuable under the 2009 Plan (iii) 117,943 restricted shares which was issued to
officers and directors under the 2006 Plan, (iv) 85,000 shares issuable upon
exercise of options previously granted under the 2006 Plan to an officer and
director of the Company; and (v) 47,057 shares remaining issuable under the 2006
Plan.
     Our common stock is quoted on the Nasdaq Capital 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 Capital 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 6 of this prospectus.
                  THE DATE OF THIS PROSPECTUS IS JUNE 2, 2009
     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.

                               TABLE OF CONTENTS
                                                                            Page
                                                                            ----
AVAILABLE INFORMATION                                                         3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE                             3
FORWARD-LOOKING STATEMENTS                                                    4
SUMMARY INFORMATION                                                           4
THE OFFERING                                                                  5
RISK FACTORS                                                                  6
USE OF PROCEEDS                                                              11
SELLING SECURITYHOLDERS                                                      11
PLAN OF DISTRIBUTION                                                         14
DESCRIPTION OF SECURITIES TO BE REGISTERED                                   16
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES                                                   17
INTEREST OF NAMED EXPERTS AND COUNSEL.                                       17
EXEMPTION FROM REGISTRATION CLAIMED                                          17
MATERIAL CHANGES                                                             17
LEGAL MATTERS                                                                17
EXPERTS                                                                      17
You  should  rely only on the information contained or incorporated by reference
in this prospectus.  We have not authorized any other person to provide you with
different  information.  If  anyone  provides you with different or inconsistent
information,  you  should  not  rely  on  it.
This  prospectus  is  not  an  offer  to  sell  these  securities  and it is not
soliciting  an offer to buy these securities in any jurisdiction where the offer
or  sale  is not permitted.  You should assume that the information appearing in
this  Prospectus,  as well as, information we have previously filed with the SEC
and  incorporated  by reference, is accurate only as of the date on the front of
those  documents.

<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 Capital 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 Proxy Statement filed with the SEC on April 30, 2009.
(2)     Orbit's Annual Report on Form 10-K for the year ended December 31, 2008,
filed with the SEC on March 31, 2009.
(3)     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. (the "Company" or "Orbit") was incorporated under the
laws of the State of New York on April 4, 1957 as Orbit Instrument Corp.  In
December 1986, the state of incorporation was changed from New York to Delaware
and in July 1991, the name was changed to Orbit International Corp.  The Company
conducts its operations through its Orbit Instrument Division and its wholly
owned subsidiaries, Behlman Electronics, Inc.("Behlman"), Tulip Development
Laboratory, Inc. ("TDL") and its affiliated manufacturing company, TDL
Manufacturing, Inc. ("TDLM")(collectively "Tulip") and Integrated Consulting
Services, Inc., d/b/a Integrated Combat Systems ("ICS"), acquired effective
December 31, 2007. Through its Orbit Instrument Division, which includes Orbit
Instrument of California, Inc. and Tulip, the Company is engaged in the design,
manufacture and sale of customized electronic components and subsystems. ICS,
based in Louisville, Kentucky, performs systems integration for gun weapons
systems and fire control interface, as well as logistics support and
documentation. Behlman is engaged in the design and manufacture of distortion
free commercial power units, power conversion devices and electronic devices for
measurement and display.
On December 19, 2007, the Company completed the acquisition of all of the issued
and outstanding stock of ICS effective December 31, 2007. The total transaction
value was approximately $6,700,000 consisting of $5,400,000 in cash, of which
$4,500,000 was funded by a five year term loan from its primary lender,
approximately 120,000 shares of Orbit stock valued at approximately $1,000,000
and approximately $300,000 in acquisition costs. Additionally, there is a
contingent earn out of $1,000,000, payable over the next three years, based on
ICS's ability to attain certain revenue levels in each year over the three year
period 2008 through 2010.  Such revenue level was not attained in 2008.
This reoffer prospectus relates to the reoffer and resale of an aggregate of
350,000 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, holding restricted securities, that are issuable upon
the exercise of options or other stock awards granted or to be granted pursuant
to our 2006 Employee Stock Incentive Plan, and 2009 Independent Directors
Incentive Stock Plans, together referred to as the "Plans".  Up to a maximum of
250,000 shares of our common stock may be offered and sold by the selling
securityholders pursuant to our 2006 Employee Stock Incentive Plan, and up to a
maximum of 100,000 shares of our common stock may be offered and sold by the
non-employee directors and/or their assignees pursuant to our 2009 Independent
Directors Incentive Stock Plan.  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.
If subsequent to the date of this reoffer prospectus, we grant any further
awards under the Plans to any persons who are affiliates of the Company, we
would supplement this reoffer prospectus with the names of such affiliates and
the amount(s) of shares to be reoffered by them as selling securityholders.
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.
                                  THE OFFERING
     This prospectus relates to the resale by the selling security holders
identified in this prospectus of up to: (i) 5,880 restricted shares which were
issued to non-employee directors under the 2009 Plan; (ii) 94,120 shares
remaining issuable under the 2009 Plan (iii) 117,943 restricted shares which was
issued to officers and directors under the 2006 Plan, (iv) 85,000 shares
issuable upon exercise of options previously granted under the 2006 Plan to an
officer and director of the Company; and (v) 47,057 shares remaining issuable
under the 2006 Plan may be authorized by our Board of Directors and issued to
certain of our officers and directors and/or other affiliates of the Company.
No shares are being offered for sale by us.

<PAGE>
                                  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.
RISKS  RELATING  TO  THE  COMPANY

WE  ARE  HEAVILY DEPENDENT UPON THE CONTINUANCE OF MILITARY SPENDING AS A SOURCE
OF  REVENUE  AND  INCOME.

     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.  However, due to the current
financial crisis, the U.S. Government has directed vast amounts of funds to
support those areas of our economy that are under considerable strain.   Due to
budget constraints, these actions could potentially have an adverse impact on
the level of future defense spending.  We are heavily dependent upon military
spending 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.
TIGHT  LENDING  CONDITIONS  COULD  AFFECT  OUR  OPERATIONS.

     As a result of lower profitability related to customer shipping delays in
the first and second quarter of 2008, the Company was not in compliance with two
of its financial covenants at September 30, 2008.  In November 2008, the
Company's primary lender waived the covenant default of two of its financial
ratios at September 30, 2008 and the Company renegotiated the financial covenant
ratios for the quarterly reporting periods December 31, 2008 and March 31, 2009.
Beginning June 30, 2009, the covenants will revert back to their original ratios
with a modification to a certain financial ratio covenant definition.  The
Company was in compliance with all its financial covenants at December 31, 2008.
However, as a result of the recent financial crisis, all lending institutions
have re-evaluated their lending conditions and existing loans are under greater
scrutiny.  In addition, our primary lender Merrill Lynch Commercial Finance
Corp. is now owned by Bank of America and with this change of ownership and
accompanying losses it is more uncertain whether any covenant defaults will be
waived in the future. Accordingly, in the event that the Company incurs a
reduction in expected profitability in the future that causes another covenant
default, there is no assurance that its lender will waive such covenant default
or renegotiate the financial covenants.  In addition, they could impose severe
restrictions on how the Company would operate its business as well as higher
lending costs which could further reduce profitability.
CURRENT  WORLDWIDE  ECONOMIC  CONDITIONS  MAY  ADVERSELY AFFECT OUR BUSINESS AND
RESULTS  OF  OPERATIONS

     Current worldwide economic conditions which may still worsen, make it
difficult for our customers, our vendors and us to accurately forecast and plan
future business activities which, among other things, caused us to stop issuing
guidance forecasts. Such economic conditions could cause both government and
commercial customers to extend deliveries on existing contracts. We cannot
predict the timing or duration of the current economic slowdown or the timing or
strength of a subsequent economic recovery, worldwide, or in the United States.
If there is further economic deterioration, our business, financial condition,
and results of operations could be materially and adversely affected.
Additionally, our stock price has continued to decrease from the lack of
investor confidence in the securities markets which have been negatively
impacted by the worldwide economic downturn.
WE COULD ENCOUNTER 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, in the event of 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  DEPENDENT  ON CERTAIN OF OUR CUSTOMERS AND WE DO NOT HAVE ANY LONG-TERM
CONTRACTS  WITH  THESE  CUSTOMERS.

     Various agencies of the United States Government and BAE Systems accounted
for approximately 27%, and 11%, respectively, of consolidated net sales of the
Company for the year ended December 31, 2008. Various agencies of the U.S.
Government, BAE Systems and General Dynamics, Inc. accounted for approximately
36%, 17% and 10%, respectively, of the net sales of our Electronics Group for
the year ended December 31, 2008. Various agencies of the U.S. Government and
Baker Hughes Inc. accounted for approximately 12%, and 10%, respectively, of the
net sales of our Power Group for the year ended December 31, 2008.  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. However, the sales to many of our prime
contractors may consist of sales to various units or divisions within that
Company.
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 senior officers,
Dennis Sunshine, President and Chief Executive Officer, Bruce Reissman,
Executive Vice President and Chief Operating Officer, and Mitchell Binder,
Executive Vice President and Chief Financial Officer as well as the Chief
Operating Officers at each of our operating units. 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  NOT  BE  SUCCESSFUL  IN  OUR  EXPANSION  EFFORTS.

     Part of our business strategy is 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,
although there was increased competition among private equity firms and other
entities seeking similar type acquisitions.  In April 2005, we completed the
acquisition of Tulip and in December 2007, we completed the acquisition of ICS.
However, due to current economic conditions and the financial crisis, it will be
increasingly difficult to secure financing in the event we should identify a
suitable acquisition candidate. Even if we were able to obtain the necessary
financing to complete additional acquisitions, there can be no assurance that we
will have sufficient income from operations of such acquired companies to
satisfy the interest payments, in which case, we will be required to pay them
out of Orbit's operations which may be adversely affected.  Furthermore, there
can be no assurance we will be able to successfully complete the integration of
any future acquired business and that such acquisition will be profitable and
enable us to grow our business.
WE MAY NOT RECOVER ALL COSTS RESULTING FROM EARLY TERMINATION OF UNITED STATES
GOVERNMENT CONTRACTS

     Orders under United States 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. The Company may
commit significant funds for non-recurring costs associated with a contract.
Upon an early termination the Company may not recover a significant portion of
such non-recurring costs. Although the one early termination of a U.S.
Government contract during the last two years did not have a material adverse
affect on the Company's business or financial condition, there can be no
assurance this will not occur in the future.
WE  HAVE  HAD  AND  MAY  CONTINUE  TO  HAVE  IMPAIRMENT  OF  GOODWILL

          The Company has significant intangible assets related to goodwill and
other acquired intangibles.  In determining the recoverability of goodwill and
other intangibles, assumptions are made regarding estimated future cash flows
and other factors to determine the fair value of the assets.  After completing
the impairment testing of goodwill and other intangible assets pursuant to
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), the Company concluded an impairment charge of
$6,889,000 should be taken at December 31, 2008 in connection with the recorded
goodwill arising from its acquisitions made between 2005 and 2007.  This
impairment charge was also driven by a decrease in the Company's market
capitalization caused by current economic conditions and the financial crisis.
If estimates or their related assumptions used in the current testing change in
the future, or should the Company's market capitalization decrease further due
to deteriorating market conditions, the Company may be required to record
further impairment charges for those assets not previously recorded.
WE  MAY HAVE DIFFICULTY PROCURING CERTAIN RAW MATERIALS ON TERMS SATISFACTORY TO
US.

     We use multiple sources for our procurement of our raw materials and we are
not dependent on any suppliers for such procurement.  Occasionally, however, in
the production of certain military units, we may 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.
WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, AND THE LACK OF
DIVIDENDS MAY HAVE A NEGATIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.
     We currently intend to retain our future earnings, if any, to support
operations and to finance expansion and therefore, we do not anticipate paying
any cash dividends on our common stock in the foreseeable future.
WE ARE SUBJECT TO CRITICAL ACCOUNTING POLICIES, AND WE MAY INTERPRET OR
IMPLEMENT REQUIRED POLICIES INCORRECTLY.
     We follow generally accepted accounting principles for the United States in
preparing our financial statements. As part of this work, we must make many
estimates and judgments about future events. These affect the value of the
assets and liabilities, contingent assets and liabilities, and revenue and
expenses that we report in our financial statements. We believe these estimates
and judgments are reasonable, and we make them in accordance with our accounting
policies based on information available at the time. However, actual results
could differ from our estimates, and this could require us to record adjustments
to expenses or revenues that could be material to our financial position and
results of operations in future periods.

<PAGE>
                                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.  All of the shares of our common stock registered for sale under this
reoffer prospectus will be owned, prior to the offer and sale of such shares, by
certain of our employees, directors, consultants and executive officers listed
below (the " selling securityholders").  We are registering the shares of our
common stock covered by this reoffer prospectus for the selling securityholders.
As used in this reoffer prospectus, "selling securityholders" includes the
pledges, donees, transferees or others who may later hold the selling
securityholders' interests.  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, who hold less than
the lesser of 1,000 shares or 1% of the shares issuable under a Plan may also
use this prospectus to sell up to that amount of 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 May 13, 2009, the
number of shares of common stock beneficially owned before and after the sale of
the shares offered by this prospectus; the maximum 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>

<TABLE>
<CAPTION>


<S>                     <C>                <C>                <C>           <C>              <C>
                                                                                             PERCENTAGE
                                           PERCENTAGE                       SHARES           OF SHARES
                        SHARES OWNED       OF SHARES                        OWNED             OWNED
SELLING                 PRIOR TO THE       OWNED PRIOR       SHARES         FOLLOWING        FOLLOWING
SECURITYHOLDER          SALE(1)            TO THE SALE       REGISTERED     THE SALE         THE SALE
----------------------  --------------     ------------      -------------  -----------  --------------
Dennis Sunshine
President, Chief
Executive Officer
and Director              458,098(2)           9.8%             55,066        403,032            8.6%
------------------        ----------          -----             ------        -------           -----
Bruce Reissman
Executive Vice
President and Chief
Operating Officer
and Director              504,263(3)          10.7%             16,272        487,991            10.3%
-------------------       ----------          -----             ------        -------            -----
Mitchell Binder
Executive Vice
President/ Finance,
Chief Financial
Officer and Director      244,849(4)           5.2%              6,607        238,242             5.0%
--------------------      ----------           ----              -----        -------             ----
Mark Tublisky
Secretary                  14,788(5)             *               3,250         11,538               *
--------------------    ------------           ----              -----        -------             ----
David Goldman
Controller                  6,750(6)             *               2,750          4,000               *
--------------------    ------------           ----              -----        -------             ----
David Gutman
President
Tulip Development
Laboratory                  2,500(7)             *               2,500            0                 *
--------------------    ------------           ----              -----        -------             ----
Bernard Karcinell
Director                   15,884(8)             *               1,470          14,414              *
--------------------    ------------           ----              -----         -------            ----
Fredric Gruder
Director                    5,324(9)             *               1,470           3,854              *
--------------------    ------------           ----              -----         -------            ----
Lee Feinberg
Director                   10,324(10)            *               1,470           8,854              *
--------------------    ------------           -----             -----         -------            ----
Sohail Malad
Director                    5,324(9)             *               1,470           3,854              *
--------------------    ------------           -----            ------         -------            ----
Kenneth J. Ice
President
Integrated Combat
Systems                    95,746               2.1%                0           95,746             2.1%
--------------------    ------------           ------           -------        -------            ----
</TABLE>


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

(1)     This percentage is an estimate based on 4,589,332 shares of common stock
issued and outstanding as of May 13, 2009.  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.   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, within 60 days through the conversion or exercise of any security or
other right.  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.  We have
assumed, for the purposes of the above table, that the selling shareholders will
(i) fully exercise all options when vested, and (ii) sell all of the shares
owned by them which are being offered hereby (including pursuant to vested and
unvested options included herein), but will not sell other shares of our common
stock that they presently own.

(2)     Includes currently exercisable stock options to purchase 132,813 shares
of common stock and 132,187 shares held by Mr. Sunshine's wife.  Also includes a
restricted stock award of 93,750 shares of common stock issued in October 2004
under the 2003 Employee Stock Incentive Plan (the "2003 Plan") which vests over
a 10 year period beginning October 13, 2007, of which 56,250 shares are subject
to forfeiture.  An additional 66,802 shares shares granted under the Company's
Long-Term Incentive Plan are subject to forfeiture.

(3)     Includes currently exercisable stock options to purchase 129,063 shares
of common stock.  Also includes a restricted stock award of 93,750 shares of
common stock issued under the 2003 Plan which vests over a 10 year period
beginning on October 13, 2007, of which 56,250 shares are subject to forfeiture.
An additional 19,957 shares granted under the Company's Long-Term Incentive Plan
are subject to forfeiture.

(4)     Includes currently exercisable stock options to purchase 134,362 shares
of common stock, but does not include 70,834 shares of common stock not
currently exercisable.  Also includes a restricted stock award of 93,750 shares
of common stock issued under the 2003 Plan which vests over a 10 year period
beginning on October 13, 2007, of which 56,250 shares are subject to forfeiture.
An additional 7,663 shares granted under the Company's Long-Term Incentive Plan
are subject to forfeiture.

(5)     Represents currently exercisable stock options to purchase 8,438 shares
of common stock.   Includes 6,500 shares granted under the Company's Long-Term
Incentive Plan which are subject to forfeiture.

(6)     Includes currently exercisable stock options to purchase 3,000 shares of
common stock and 2,750 restricted shares granted under the Company's Long-Term
Incentive Plan which are subject to forfeiture.

(7)     Includes 2,500 shares granted under the Company's Long-Term Incentive
Plan which are subject to forfeiture.

(8)     Includes currently exercisable stock options to purchase 10,144 shares
of common stock.

(9)     Includes currently exercisable stock options to purchase 3,854 shares of
common stock.

(10)     Includes currently exercisable stock options to purchase 8,854 shares
of common stock.

                              PLAN OF DISTRIBUTION
     We are registering the shares on behalf of the selling securityholders to
permit the resale of these shares by these stockholders from time to time after
the date of this prospectus.
The selling securityholders and any of their pledges, donees, transferees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or quoted or in private transactions.  These
sales may be at fixed or negotiated prices.  The selling securityholders may use
any one or more of the following methods when selling shares:
-     Ordinary brokerage transactions and transactions in which the
broker-dealer solicits investors;
-     Block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;
-     Purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;
-     An exchange distribution in accordance with the rules of the applicable
exchange;
-     Privately negotiated transactions;
-     To cover short sales made after the date that this registration statement
is declared effective by the SEC;
-     Broker-dealers may agree with the selling stockholders to sell a specified
number of such shares at a stipulated price per share;
-     A combination of any such methods of sale; and
-     Any other method permitted pursuant to applicable law.
     Broker-dealers engaged by the selling securityholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the selling securityholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated.  The selling securityholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling securityholders may from time to time pledge or grant a security
interest in some or all of the shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell shares of common stock from time to time under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling securityholders under this prospectus.
     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, upon us being notified in writing by a selling securityholders
that a donee or pledgee intends to sell more than 500 shares of common stock, a
supplement to this prospectus will be filed if then required in accordance with
applicable securities law.
The selling securityholders also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus.
The selling securityholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales.  In such event any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, that can be attributed to the sale of
securities will be paid by the selling stockholder and/or the purchasers. Each
selling securityholder has represented and warranted to us that it acquired the
securities subject to this registration statement in the ordinary course of such
selling securityholder's business and, at the time of its purchase of such
securities such selling securityholder had no agreements or understandings,
directly or indirectly, with any person to distribute any such securities.
We have advised each selling securityholder that it may not use shares
registered on this registration statement to cover short sales of common stock
made prior to the date on which this registration statement shall have been
declared effective by the SEC. If a selling securityholder uses this prospectus
for any sale of the common stock, it will be subject to the prospectus delivery
requirements of the Securities Act. The selling securityholders  will be
responsible to comply with the applicable provisions of the Securities Act and
Exchange Act, and the rules and regulations thereunder promulgated, including,
without limitation, Regulation M, as applicable to such selling securityholders
in connection with resales of their respective shares under this registration
statement.
We are required to pay all fees and expenses incident to the registration of the
shares, but we will not receive any proceeds from the sale of the common stock.
We have agreed to indemnify the selling securityholders  against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act.
     There is no assurance that any of the selling securityholders will sell any
or all of the shares offered by this prospectus.
                   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.
                     INTEREST OF NAMED EXPERTS AND COUNSEL.
     There are no interests of named experts and counsel.
                      EXEMPTION FROM REGISTRATION CLAIMED
     An aggregate of 350,000 restricted shares of Common Stock are to be resold
pursuant to this registration statement.  Of this amount, 5,880 shares were
issued to non-employee directors of the Company under the 2009 Plan.  An
additional 117,943 restricted shares of Common Stock were issued to officers and
directors of the Company under the 2006 Plan.  The Company claimed an exemption
from registration under Section 4(2) of the Securities Act based upon the
officers, and employees' relationships with the Company.
                                MATERIAL CHANGES
     There have been no material changes in the Company's affairs since the end
of the latest fiscal year that have not been disclosed in a previously filed
report.
                                 LEGAL MATTERS
     The validity of the shares of our common stock being offered for sale
pursuant to this Prospectus has been passed upon for us by Phillips Nizer LLP,
666 Fifth Avenue, New York, NY 10103.
                                    EXPERTS
     Our consolidated financial statements for the fiscal years ended December
31, 2008 and 2007, have been included in this Prospectus and in this
Registration Statement in reliance upon the report of McGladrey & Pullen, LLP,
independent registered public accounting firm, on their audit of our financial
statements given on authority of this firm as an expert in accounting and
auditing.
PROSPECTIVE INVESTORS MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE INVESTORS WITH
DIFFERENT OR ADDITIONAL INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR
IS IT SEEKING AN OFFER TO BUY IN ANY JURISDICTION WHERE SUCH OFFER, OR SALE IS
NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS
OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR ANY SALE OF THESE SHARES.

<PAGE>

                                    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 Proxy Statement filed with the SEC on April 30, 2009.
(2)     Orbit's Annual Report on Form 10-K for the year ended December 31, 2008,
filed with the SEC on March 31, 2009.
(3)     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.

     You may read and copy any reports, statements or other information we have
filed at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC's website at http:\\www.sec.gov.
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 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.
     An aggregate of 123,823 restricted shares of Common Stock are to be resold
pursuant to this registration statement.  Of this amount, 5,880 shares were
issued to non-employee directors of the Company under the Company's Independent
Directors Incentive Stock Plan.  An additional 117,943 restricted shares of
Common Stock were issued of the Company under the Company's 2006 Employee Stock
Incentive Plan.  The Company claimed an exemption from registration under
Section 4(2) of the Securities Act based upon the officers, and employees'
relationships with the Company.
ITEM 8.        EXHIBITS

Exhibit Number    Description
--------------    -----------
4.1(a)            Orbit International 2006 Employee Stock Incentive Plan
4.1(b)            Orbit International 2009 Independent Directors
                  Incentive Stock Plan
5.1               Opinion of Phillips Nizer LLP
23.1              Consent of Phillips Nizer LLP (included in Exhibit 5.1 hereto)
23.2              Consent of McGladrey & Pullen, LLP
24.1              Power of attorney of officers and directors of the Registrant
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 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 June 2, 2009.

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.

                        President and Chief Executive Officer
                          (Principal Executive Officer) and
Dennis Sunshine                     Director                     June 2, 2009
---------------                    ---------                     -------------

                          Executive Vice President, Chief
                               Operating Officer and
Bruce Reissman                    Director                        June 2, 2009
--------------                   ----------                      -------------

                         Executive Vice President, Chief Financial
                          Officer (Principal Financial Officer)
                         Principal Accounting Officer and
Mitchell Binder                    Director                       June 2, 2009
---------------                   ---------                       ------------

Bernard Karcinell                  Director                       June 2, 2009
-----------------                ----------                       -------------

Fredric Gruder                     Director                       June 2, 2009
--------------                   ----------                       -------------

Lee Feinberg                       Director                       June 2, 2009
-------------                   ------------                    ---------------

Sohail Malad                       Director                        June 2, 2009
-------------                    ------------                   ---------------
<PAGE>
                           ORBIT INTERNATIONAL CORP.

                      REGISTRATION STATEMENT ON FORM S-8,
                               DATED JUNE 2, 2009

                                 EXHIBIT INDEX

Exhibit Number          Description
--------------          -----------
4.1(a)     Orbit International 2006 Employee Stock Incentive Plan.
4.1(b)     Orbit International 2009 Independent Directors Incentive Stock Plan.
5.1        Opinion of Phillips Nizer LLP
23.1       Consent of Phillips Nizer LLP (included in Exhibit 5.1 hereto).
23.2       Consent of McGladrey & Pullen, LLP.
24.1       Power of attorney of officers and directors of the Registrant.
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As filed with the Securities and Exchange Commission on June 2, 2009
                                                      Registration No. 333-_____

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

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

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

  80 CABOT COURT, HAUPPAUGE, NEW YORK                11788
 (Address of Principal Executive Offices)         (Zip Code)

                                  ------------
   ORBIT INTERNATIONAL CORP. 2009 INDEPENDENT DIRECTORS INCENTIVE STOCK PLAN,
         ORBIT INTERNATIONAL CORP. 2006 EMPLOYEE STOCK INCENTIVE PLAN,
                           (Full title of the plans)
                                  ------------
                                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)

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer               Accelerated filer

Non-accelerated filer                Smaller reporting company  X
                                                                =

(Do not check if a smaller reporting company)

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

                            ELLIOT H. LUTZKER, ESQ.
                               PHILLIPS NIZER LLP
                          666 FIFTH AVENUE, 28TH FLOOR
                         NEW YORK, NEW YORK 10103-0084
                                 (212) 841-0707

                        CALCULATION OF REGISTRATION FEE

                                                     PROPOSED
                                     PROPOSED        MAXIMUM
TITLE OF EACH                        MAXIMUM         AGGREGATE     AMOUNT OF
CLASS OF SECURITIES   AMOUNT TO BE   OFFERING        OFFERING      REGISTRATION
TO BE REGISTERED      REGISTERED     PRICE PER UNIT  PRICE         FEE
----------------      -----------    -------------   -----------   -----------
Common Stock,
$.10 par value        94,120 (1)(2)   $3.01 (3)       $283,301       $15.81
--------------        -------------   ---------       --------       ------
Common Stock,
$.10 par value         5,880 (4)      $3.01 (3)        $17,699         0.99
--------------        -------------   ---------        -------         ----
Common Stock,
$.10 par value        47,057 (2)(5)   $3.01 (3)       $141,642         7.90
--------------        -------------   ---------       --------         ----
Common Stock,
$.10 par value       117,943 (6)      $3.01 (3)       $355,008       $19.81
--------------       --------------   ---------       --------       ------
Common Stock,
$.10 par value        85,000 (7)      $2.00           $170,000        $9.49
--------------       --------------   -----------     --------        -----
Total                350,000 (8)                                     $54.00
                     --------------   -----------     --------       ------

(1)     Represents an aggregate of 94,120 stock options or other stock awards to
be granted pursuant to the Orbit International Corp. 2009 Independent Directors
Incentive Stock Plan (the "2009 Plan").
(2)     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 2009 Independent Directors Incentive Stock Plan and the 2006 Employee
Stock Incentive Plan (the "2006 Plan") (the "Plans").
(3)     Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and Rule 457(c) based upon the average of the high
and low sales prices of the Registrant's Common Stock, as reported on the Nasdaq
Capital Market on May 26, 2009.
(4)     Represents restricted shares granted on March 5, 2009 under the 2009
Plan.
(5)     Represents an aggregate of 47,057 stock options or other stock awards to
be granted pursuant to the Orbit International Corp. 2006 Plan.
(6)     Represents an aggregate of 117,943 restricted shares issued to 8
employees, including officers of the Company, under the 2006 Plan.
(7)     Represents shares issuable upon exercise of an outstanding option
granted under the 2006 Plan to an officer and director exercisable at $2.00 per
share.
(8)     Any shares of Common Stock covered by an award granted under the Plans
that is forfeited, canceled or expires (whether voluntarily or involuntarily)
will be deemed not to have been issued for purposes of determining the maximum
aggregate number of shares of Common Stock that may be issued under the Plans.

                                EXPLANATORY NOTE
     This registration statement on Form S-8 is being filed by Orbit
International Corp. ("Orbit") to register 100,000 shares of common stock under
Orbit's 2009 Plan and 250,000 shares of common stock under Orbit's 2006 Plan.
This Registration Statement contains two parts.  The first part contains
information required in the registration statement pursuant to Part I of Form
S-8 with respect to shares of our common stock issuable upon the exercise of
stock options and grants of equity awards made under the Plans prior and
subsequent to the date hereof.  The second part contains a "reoffer" 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-affiliate assignees 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 2009 Plan,
which 100,000 shares are being registered herein and the 2006 Plan, which
250,000 shares are being registered herein.
The reoffer prospectus includes the following shares held by the named selling
securityholders, specifically: (i) 5,880 shares of restricted Common Stock
issued and outstanding under the 2009 Plan; (ii) 117,943 shares of restricted
Common Stock issued and outstanding under the 2006 Plan; and (iii) 85,000 shares
of Common Stock issuable upon exercise of currently issued and outstanding
options issued under the 2006 Plan held by an affiliate of the Company.  This
Prospectus omits certain of the information contained in the Registration
Statement in accordance with the rules and regulations of the SEC.  Reference is
hereby made to the Registration Statement and related exhibits for further
information with respect to the Company and the Shares. Statements contained
herein concerning the provisions of any documents are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the SEC. Each
such statement is qualified in its entirety by such reference.
We prepared this Registration Statement in accordance with the requirements of
Form S-8 under the Securities Act.  We are registering 100,000 Shares pursuant
to our 2009 Plan. The purpose of the 2009 Plan is to advance the interests of
the Company and its stockholders by providing a means of attracting and
retaining independent non-officer directors by the Company.  We are registering
250,000 Shares pursuant to our 2006 Plan.  The purpose of our 2006 Plan is to
advance the interests of the Company and its stockholders by providing a means
of attracting and retaining employees, corporate officers, directors,
consultants and other key persons employed or retained by the Company and its
subsidiaries and affiliates.
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1.          PLAN INFORMATION
     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 2009 Independent Directors Incentive Stock Plan (the "2009
Plan") and the 2006 Employee Stock Incentive Plan ("2006 Plan"), 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.
This registration statement relates to a maximum of 100,000 shares of our common
stock issuable pursuant to our 2009 Plan and 250,000 shares issuable pursuant to
our 2006 Plan (the "Shares").
ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
     The documents incorporated by reference into this prospectus pursuant to
Item 3 of Part II hereof are available without charge, upon written or oral
request.  The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others upon written or oral request,
as specified by Rule 428(b). All requests shall be directed to Corporate
Secretary, Orbit International Corp., 80 Cabot Court, Hauppauge, NY 11788, (Tel)
631-435-8300.  In accordance with the rules and regulations of the SEC and the
instructions to Form S-8, such documents are not being filed either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
REOFFER PROSPECTUS
                           ORBIT INTERNATIONAL CORP.
                         350,000 SHARES OF COMMON STOCK
     This prospectus relates to the reoffer and resale of 350,000 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"), 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 2009 Independent Directors Incentive Stock Plan (the "2009
Plan") and our 2006 Employee Stock Incentive Plan (the "2006 Plan")
(collectively, the "Plans").
     The shares offered herby consist of: (i) 5,880 restricted shares which were
issued to
non-employee directors under the 2009 Plan; (ii) 94,120 shares remaining
issuable under the 2009 Plan (iii) 117,943 restricted shares which was issued to
officers and directors under the 2006 Plan, (iv) 85,000 shares issuable upon
exercise of options previously granted under the 2006 Plan to an officer and
director of the Company; and (v) 47,057 shares remaining issuable under the 2006
Plan.
     Our common stock is quoted on the Nasdaq Capital 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 Capital 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 6 of this prospectus.
                  THE DATE OF THIS PROSPECTUS IS JUNE 2, 2009
     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.

                               TABLE OF CONTENTS
                                                                            Page
                                                                            ----
AVAILABLE INFORMATION                                                         3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE                             3
FORWARD-LOOKING STATEMENTS                                                    4
SUMMARY INFORMATION                                                           4
THE OFFERING                                                                  5
RISK FACTORS                                                                  6
USE OF PROCEEDS                                                              11
SELLING SECURITYHOLDERS                                                      11
PLAN OF DISTRIBUTION                                                         14
DESCRIPTION OF SECURITIES TO BE REGISTERED                                   16
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES                                                   17
INTEREST OF NAMED EXPERTS AND COUNSEL.                                       17
EXEMPTION FROM REGISTRATION CLAIMED                                          17
MATERIAL CHANGES                                                             17
LEGAL MATTERS                                                                17
EXPERTS                                                                      17
You  should  rely only on the information contained or incorporated by reference
in this prospectus.  We have not authorized any other person to provide you with
different  information.  If  anyone  provides you with different or inconsistent
information,  you  should  not  rely  on  it.
This  prospectus  is  not  an  offer  to  sell  these  securities  and it is not
soliciting  an offer to buy these securities in any jurisdiction where the offer
or  sale  is not permitted.  You should assume that the information appearing in
this  Prospectus,  as well as, information we have previously filed with the SEC
and  incorporated  by reference, is accurate only as of the date on the front of
those  documents.
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 Capital 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 Proxy Statement filed with the SEC on April 30, 2009.
(2)     Orbit's Annual Report on Form 10-K for the year ended December 31, 2008,
filed with the SEC on March 31, 2009.
(3)     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. (the "Company" or "Orbit") was incorporated under the
laws of the State of New York on April 4, 1957 as Orbit Instrument Corp.  In
December 1986, the state of incorporation was changed from New York to Delaware
and in July 1991, the name was changed to Orbit International Corp.  The Company
conducts its operations through its Orbit Instrument Division and its wholly
owned subsidiaries, Behlman Electronics, Inc.("Behlman"), Tulip Development
Laboratory, Inc. ("TDL") and its affiliated manufacturing company, TDL
Manufacturing, Inc. ("TDLM")(collectively "Tulip") and Integrated Consulting
Services, Inc., d/b/a Integrated Combat Systems ("ICS"), acquired effective
December 31, 2007. Through its Orbit Instrument Division, which includes Orbit
Instrument of California, Inc. and Tulip, the Company is engaged in the design,
manufacture and sale of customized electronic components and subsystems. ICS,
based in Louisville, Kentucky, performs systems integration for gun weapons
systems and fire control interface, as well as logistics support and
documentation. Behlman is engaged in the design and manufacture of distortion
free commercial power units, power conversion devices and electronic devices for
measurement and display.
On December 19, 2007, the Company completed the acquisition of all of the issued
and outstanding stock of ICS effective December 31, 2007. The total transaction
value was approximately $6,700,000 consisting of $5,400,000 in cash, of which
$4,500,000 was funded by a five year term loan from its primary lender,
approximately 120,000 shares of Orbit stock valued at approximately $1,000,000
and approximately $300,000 in acquisition costs. Additionally, there is a
contingent earn out of $1,000,000, payable over the next three years, based on
ICS's ability to attain certain revenue levels in each year over the three year
period 2008 through 2010.  Such revenue level was not attained in 2008.
This reoffer prospectus relates to the reoffer and resale of an aggregate of
350,000 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, holding restricted securities, that are issuable upon
the exercise of options or other stock awards granted or to be granted pursuant
to our 2006 Employee Stock Incentive Plan, and 2009 Independent Directors
Incentive Stock Plans, together referred to as the "Plans".  Up to a maximum of
250,000 shares of our common stock may be offered and sold by the selling
securityholders pursuant to our 2006 Employee Stock Incentive Plan, and up to a
maximum of 100,000 shares of our common stock may be offered and sold by the
non-employee directors and/or their assignees pursuant to our 2009 Independent
Directors Incentive Stock Plan.  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.
If subsequent to the date of this reoffer prospectus, we grant any further
awards under the Plans to any persons who are affiliates of the Company, we
would supplement this reoffer prospectus with the names of such affiliates and
the amount(s) of shares to be reoffered by them as selling securityholders.
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.
                                  THE OFFERING
     This prospectus relates to the resale by the selling security holders
identified in this prospectus of up to: (i) 5,880 restricted shares which were
issued to non-employee directors under the 2009 Plan; (ii) 94,120 shares
remaining issuable under the 2009 Plan (iii) 117,943 restricted shares which was
issued to officers and directors under the 2006 Plan, (iv) 85,000 shares
issuable upon exercise of options previously granted under the 2006 Plan to an
officer and director of the Company; and (v) 47,057 shares remaining issuable
under the 2006 Plan may be authorized by our Board of Directors and issued to
certain of our officers and directors and/or other affiliates of the Company.
No shares are being offered for sale by us.
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.
RISKS  RELATING  TO  THE  COMPANY

WE  ARE  HEAVILY DEPENDENT UPON THE CONTINUANCE OF MILITARY SPENDING AS A SOURCE
OF  REVENUE  AND  INCOME.

     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.  However, due to the current
financial crisis, the U.S. Government has directed vast amounts of funds to
support those areas of our economy that are under considerable strain.   Due to
budget constraints, these actions could potentially have an adverse impact on
the level of future defense spending.  We are heavily dependent upon military
spending 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.
TIGHT  LENDING  CONDITIONS  COULD  AFFECT  OUR  OPERATIONS.

     As a result of lower profitability related to customer shipping delays in
the first and second quarter of 2008, the Company was not in compliance with two
of its financial covenants at September 30, 2008.  In November 2008, the
Company's primary lender waived the covenant default of two of its financial
ratios at September 30, 2008 and the Company renegotiated the financial covenant
ratios for the quarterly reporting periods December 31, 2008 and March 31, 2009.
Beginning June 30, 2009, the covenants will revert back to their original ratios
with a modification to a certain financial ratio covenant definition.  The
Company was in compliance with all its financial covenants at December 31, 2008.
However, as a result of the recent financial crisis, all lending institutions
have re-evaluated their lending conditions and existing loans are under greater
scrutiny.  In addition, our primary lender Merrill Lynch Commercial Finance
Corp. is now owned by Bank of America and with this change of ownership and
accompanying losses it is more uncertain whether any covenant defaults will be
waived in the future. Accordingly, in the event that the Company incurs a
reduction in expected profitability in the future that causes another covenant
default, there is no assurance that its lender will waive such covenant default
or renegotiate the financial covenants.  In addition, they could impose severe
restrictions on how the Company would operate its business as well as higher
lending costs which could further reduce profitability.
CURRENT  WORLDWIDE  ECONOMIC  CONDITIONS  MAY  ADVERSELY AFFECT OUR BUSINESS AND
RESULTS  OF  OPERATIONS

     Current worldwide economic conditions which may still worsen, make it
difficult for our customers, our vendors and us to accurately forecast and plan
future business activities which, among other things, caused us to stop issuing
guidance forecasts. Such economic conditions could cause both government and
commercial customers to extend deliveries on existing contracts. We cannot
predict the timing or duration of the current economic slowdown or the timing or
strength of a subsequent economic recovery, worldwide, or in the United States.
If there is further economic deterioration, our business, financial condition,
and results of operations could be materially and adversely affected.
Additionally, our stock price has continued to decrease from the lack of
investor confidence in the securities markets which have been negatively
impacted by the worldwide economic downturn.
WE COULD ENCOUNTER 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, in the event of 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  DEPENDENT  ON CERTAIN OF OUR CUSTOMERS AND WE DO NOT HAVE ANY LONG-TERM
CONTRACTS  WITH  THESE  CUSTOMERS.

     Various agencies of the United States Government and BAE Systems accounted
for approximately 27%, and 11%, respectively, of consolidated net sales of the
Company for the year ended December 31, 2008. Various agencies of the U.S.
Government, BAE Systems and General Dynamics, Inc. accounted for approximately
36%, 17% and 10%, respectively, of the net sales of our Electronics Group for
the year ended December 31, 2008. Various agencies of the U.S. Government and
Baker Hughes Inc. accounted for approximately 12%, and 10%, respectively, of the
net sales of our Power Group for the year ended December 31, 2008.  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. However, the sales to many of our prime
contractors may consist of sales to various units or divisions within that
Company.
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 senior officers,
Dennis Sunshine, President and Chief Executive Officer, Bruce Reissman,
Executive Vice President and Chief Operating Officer, and Mitchell Binder,
Executive Vice President and Chief Financial Officer as well as the Chief
Operating Officers at each of our operating units. 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  NOT  BE  SUCCESSFUL  IN  OUR  EXPANSION  EFFORTS.

     Part of our business strategy is 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,
although there was increased competition among private equity firms and other
entities seeking similar type acquisitions.  In April 2005, we completed the
acquisition of Tulip and in December 2007, we completed the acquisition of ICS.
However, due to current economic conditions and the financial crisis, it will be
increasingly difficult to secure financing in the event we should identify a
suitable acquisition candidate. Even if we were able to obtain the necessary
financing to complete additional acquisitions, there can be no assurance that we
will have sufficient income from operations of such acquired companies to
satisfy the interest payments, in which case, we will be required to pay them
out of Orbit's operations which may be adversely affected.  Furthermore, there
can be no assurance we will be able to successfully complete the integration of
any future acquired business and that such acquisition will be profitable and
enable us to grow our business.
WE MAY NOT RECOVER ALL COSTS RESULTING FROM EARLY TERMINATION OF UNITED STATES
GOVERNMENT CONTRACTS

     Orders under United States 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. The Company may
commit significant funds for non-recurring costs associated with a contract.
Upon an early termination the Company may not recover a significant portion of
such non-recurring costs. Although the one early termination of a U.S.
Government contract during the last two years did not have a material adverse
affect on the Company's business or financial condition, there can be no
assurance this will not occur in the future.
WE  HAVE  HAD  AND  MAY  CONTINUE  TO  HAVE  IMPAIRMENT  OF  GOODWILL

          The Company has significant intangible assets related to goodwill and
other acquired intangibles.  In determining the recoverability of goodwill and
other intangibles, assumptions are made regarding estimated future cash flows
and other factors to determine the fair value of the assets.  After completing
the impairment testing of goodwill and other intangible assets pursuant to
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), the Company concluded an impairment charge of
$6,889,000 should be taken at December 31, 2008 in connection with the recorded
goodwill arising from its acquisitions made between 2005 and 2007.  This
impairment charge was also driven by a decrease in the Company's market
capitalization caused by current economic conditions and the financial crisis.
If estimates or their related assumptions used in the current testing change in
the future, or should the Company's market capitalization decrease further due
to deteriorating market conditions, the Company may be required to record
further impairment charges for those assets not previously recorded.
WE  MAY HAVE DIFFICULTY PROCURING CERTAIN RAW MATERIALS ON TERMS SATISFACTORY TO
US.

     We use multiple sources for our procurement of our raw materials and we are
not dependent on any suppliers for such procurement.  Occasionally, however, in
the production of certain military units, we may 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.
WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, AND THE LACK OF
DIVIDENDS MAY HAVE A NEGATIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.
     We currently intend to retain our future earnings, if any, to support
operations and to finance expansion and therefore, we do not anticipate paying
any cash dividends on our common stock in the foreseeable future.
WE ARE SUBJECT TO CRITICAL ACCOUNTING POLICIES, AND WE MAY INTERPRET OR
IMPLEMENT REQUIRED POLICIES INCORRECTLY.
     We follow generally accepted accounting principles for the United States in
preparing our financial statements. As part of this work, we must make many
estimates and judgments about future events. These affect the value of the
assets and liabilities, contingent assets and liabilities, and revenue and
expenses that we report in our financial statements. We believe these estimates
and judgments are reasonable, and we make them in accordance with our accounting
policies based on information available at the time. However, actual results
could differ from our estimates, and this could require us to record adjustments
to expenses or revenues that could be material to our financial position and
results of operations in future periods.
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.  All of the shares of our common stock registered for sale under this
reoffer prospectus will be owned, prior to the offer and sale of such shares, by
certain of our employees, directors, consultants and executive officers listed
below (the " selling securityholders").  We are registering the shares of our
common stock covered by this reoffer prospectus for the selling securityholders.
As used in this reoffer prospectus, "selling securityholders" includes the
pledges, donees, transferees or others who may later hold the selling
securityholders' interests.  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, who hold less than
the lesser of 1,000 shares or 1% of the shares issuable under a Plan may also
use this prospectus to sell up to that amount of 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 May 13, 2009, the
number of shares of common stock beneficially owned before and after the sale of
the shares offered by this prospectus; the maximum 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
                        SHARES OWNED       OF SHARES                        OWNED             OWNED
SELLING                 PRIOR TO THE       OWNED PRIOR       SHARES         FOLLOWING        FOLLOWING
SECURITYHOLDER          SALE(1)            TO THE SALE       REGISTERED     THE SALE         THE SALE
----------------------  --------------     ------------      -------------  -----------  --------------
Dennis Sunshine
President, Chief
Executive Officer
and Director              458,098(2)           9.8%             55,066        403,032            8.6%
------------------        ----------          -----             ------        -------           -----
Bruce Reissman
Executive Vice
President and Chief
Operating Officer
and Director              504,263(3)          10.7%             16,272        487,991            10.3%
-------------------       ----------          -----             ------        -------            -----
Mitchell Binder
Executive Vice
President/ Finance,
Chief Financial
Officer and Director      244,849(4)           5.2%              6,607        238,242             5.0%
--------------------      ----------           ----              -----        -------             ----
Mark Tublisky
Secretary                  14,788(5)             *               3,250         11,538               *
--------------------    ------------           ----              -----        -------             ----
David Goldman
Controller                  6,750(6)             *               2,750          4,000               *
--------------------    ------------           ----              -----        -------             ----
David Gutman
President
Tulip Development
Laboratory                  2,500(7)             *               2,500            0                 *
--------------------    ------------           ----              -----        -------             ----
Bernard Karcinell
Director                   15,884(8)             *               1,470          14,414              *
--------------------    ------------           ----              -----         -------            ----
Fredric Gruder
Director                    5,324(9)             *               1,470           3,854              *
--------------------    ------------           ----              -----         -------            ----
Lee Feinberg
Director                   10,324(10)            *               1,470           8,854              *
--------------------    ------------           -----             -----         -------            ----
Sohail Malad
Director                    5,324(9)             *               1,470           3,854              *
--------------------    ------------           -----            ------         -------            ----
Kenneth J. Ice
President
Integrated Combat
Systems                    95,746               2.1%                0           95,746             2.1%
--------------------    ------------           ------           -------        -------            ----
*     Represents less than 1% of the issued and outstanding common stock.

(1)     This percentage is an estimate based on 4,589,332 shares of common stock
issued and outstanding as of May 13, 2009.  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.   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, within 60 days through the conversion or exercise of any security or
other right.  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.  We have
assumed, for the purposes of the above table, that the selling shareholders will
(i) fully exercise all options when vested, and (ii) sell all of the shares
owned by them which are being offered hereby (including pursuant to vested and
unvested options included herein), but will not sell other shares of our common
stock that they presently own.

(2)     Includes currently exercisable stock options to purchase 132,813 shares
of common stock and 132,187 shares held by Mr. Sunshine's wife.  Also includes a
restricted stock award of 93,750 shares of common stock issued in October 2004
under the 2003 Employee Stock Incentive Plan (the "2003 Plan") which vests over
a 10 year period beginning October 13, 2007, of which 56,250 shares are subject
to forfeiture.  An additional 66,802 shares shares granted under the Company's
Long-Term Incentive Plan are subject to forfeiture.

(3)     Includes currently exercisable stock options to purchase 129,063 shares
of common stock.  Also includes a restricted stock award of 93,750 shares of
common stock issued under the 2003 Plan which vests over a 10 year period
beginning on October 13, 2007, of which 56,250 shares are subject to forfeiture.
An additional 19,957 shares granted under the Company's Long-Term Incentive Plan
are subject to forfeiture.

(4)     Includes currently exercisable stock options to purchase 134,362 shares
of common stock, but does not include 70,834 shares of common stock not
currently exercisable.  Also includes a restricted stock award of 93,750 shares
of common stock issued under the 2003 Plan which vests over a 10 year period
beginning on October 13, 2007, of which 56,250 shares are subject to forfeiture.
An additional 7,663 shares granted under the Company's Long-Term Incentive Plan
are subject to forfeiture.

(5)     Represents currently exercisable stock options to purchase 8,438 shares
of common stock.   Includes 6,500 shares granted under the Company's Long-Term
Incentive Plan which are subject to forfeiture.

(6)     Includes currently exercisable stock options to purchase 3,000 shares of
common stock and 2,750 restricted shares granted under the Company's Long-Term
Incentive Plan which are subject to forfeiture.

(7)     Includes 2,500 shares granted under the Company's Long-Term Incentive
Plan which are subject to forfeiture.

(8)     Includes currently exercisable stock options to purchase 10,144 shares
of common stock.

(9)     Includes currently exercisable stock options to purchase 3,854 shares of
common stock.

(10)     Includes currently exercisable stock options to purchase 8,854 shares
of common stock.

                              PLAN OF DISTRIBUTION
     We are registering the shares on behalf of the selling securityholders to
permit the resale of these shares by these stockholders from time to time after
the date of this prospectus.
The selling securityholders and any of their pledges, donees, transferees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or quoted or in private transactions.  These
sales may be at fixed or negotiated prices.  The selling securityholders may use
any one or more of the following methods when selling shares:
-     Ordinary brokerage transactions and transactions in which the
broker-dealer solicits investors;
-     Block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;
-     Purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;
-     An exchange distribution in accordance with the rules of the applicable
exchange;
-     Privately negotiated transactions;
-     To cover short sales made after the date that this registration statement
is declared effective by the SEC;
-     Broker-dealers may agree with the selling stockholders to sell a specified
number of such shares at a stipulated price per share;
-     A combination of any such methods of sale; and
-     Any other method permitted pursuant to applicable law.
     Broker-dealers engaged by the selling securityholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the selling securityholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated.  The selling securityholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling securityholders may from time to time pledge or grant a security
interest in some or all of the shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell shares of common stock from time to time under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling securityholders under this prospectus.
     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, upon us being notified in writing by a selling securityholders
that a donee or pledgee intends to sell more than 500 shares of common stock, a
supplement to this prospectus will be filed if then required in accordance with
applicable securities law.
The selling securityholders also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus.
The selling securityholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales.  In such event any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, that can be attributed to the sale of
securities will be paid by the selling stockholder and/or the purchasers. Each
selling securityholder has represented and warranted to us that it acquired the
securities subject to this registration statement in the ordinary course of such
selling securityholder's business and, at the time of its purchase of such
securities such selling securityholder had no agreements or understandings,
directly or indirectly, with any person to distribute any such securities.
We have advised each selling securityholder that it may not use shares
registered on this registration statement to cover short sales of common stock
made prior to the date on which this registration statement shall have been
declared effective by the SEC. If a selling securityholder uses this prospectus
for any sale of the common stock, it will be subject to the prospectus delivery
requirements of the Securities Act. The selling securityholders  will be
responsible to comply with the applicable provisions of the Securities Act and
Exchange Act, and the rules and regulations thereunder promulgated, including,
without limitation, Regulation M, as applicable to such selling securityholders
in connection with resales of their respective shares under this registration
statement.
We are required to pay all fees and expenses incident to the registration of the
shares, but we will not receive any proceeds from the sale of the common stock.
We have agreed to indemnify the selling securityholders  against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act.
     There is no assurance that any of the selling securityholders will sell any
or all of the shares offered by this prospectus.
                   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.
                     INTEREST OF NAMED EXPERTS AND COUNSEL.
     There are no interests of named experts and counsel.
                      EXEMPTION FROM REGISTRATION CLAIMED
     An aggregate of 350,000 restricted shares of Common Stock are to be resold
pursuant to this registration statement.  Of this amount, 5,880 shares were
issued to non-employee directors of the Company under the 2009 Plan.  An
additional 117,943 restricted shares of Common Stock were issued to officers and
directors of the Company under the 2006 Plan.  The Company claimed an exemption
from registration under Section 4(2) of the Securities Act based upon the
officers, and employees' relationships with the Company.
                                MATERIAL CHANGES
     There have been no material changes in the Company's affairs since the end
of the latest fiscal year that have not been disclosed in a previously filed
report.
                                 LEGAL MATTERS
     The validity of the shares of our common stock being offered for sale
pursuant to this Prospectus has been passed upon for us by Phillips Nizer LLP,
666 Fifth Avenue, New York, NY 10103.
                                    EXPERTS
     Our consolidated financial statements for the fiscal years ended December
31, 2008 and 2007, have been included in this Prospectus and in this
Registration Statement in reliance upon the report of McGladrey & Pullen, LLP,
independent registered public accounting firm, on their audit of our financial
statements given on authority of this firm as an expert in accounting and
auditing.
PROSPECTIVE INVESTORS MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE INVESTORS WITH
DIFFERENT OR ADDITIONAL INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR
IS IT SEEKING AN OFFER TO BUY IN ANY JURISDICTION WHERE SUCH OFFER, OR SALE IS
NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS
OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR ANY SALE OF THESE SHARES.
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 Proxy Statement filed with the SEC on April 30, 2009.
(2)     Orbit's Annual Report on Form 10-K for the year ended December 31, 2008,
filed with the SEC on March 31, 2009.
(3)     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.

     You may read and copy any reports, statements or other information we have
filed at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC's website at http:\\www.sec.gov.
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 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.
     An aggregate of 123,823 restricted shares of Common Stock are to be resold
pursuant to this registration statement.  Of this amount, 5,880 shares were
issued to non-employee directors of the Company under the Company's Independent
Directors Incentive Stock Plan.  An additional 117,943 restricted shares of
Common Stock were issued of the Company under the Company's 2006 Employee Stock
Incentive Plan.  The Company claimed an exemption from registration under
Section 4(2) of the Securities Act based upon the officers, and employees'
relationships with the Company.
ITEM 8.        EXHIBITS

Exhibit Number    Description
--------------    -----------
4.1(a)            Orbit International 2006 Employee Stock Incentive Plan
4.1(b)            Orbit International 2009 Independent Directors
                  Incentive Stock Plan
5.1               Opinion of Phillips Nizer LLP
23.1              Consent of Phillips Nizer LLP (included in Exhibit 5.1 hereto)
23.2              Consent of McGladrey & Pullen, LLP
24.1              Power of attorney of officers and directors of the Registrant
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 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 June 2, 2009.

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.

                        President and Chief Executive Officer
                          (Principal Executive Officer) and
Dennis Sunshine                     Director                     June 2, 2009
---------------                    ---------                     -------------

                          Executive Vice President, Chief
                               Operating Officer and
Bruce Reissman                    Director                        June 2, 2009
--------------                   ----------                      -------------

                         Executive Vice President, Chief Financial
                          Officer (Principal Financial Officer)
                         Principal Accounting Officer and
Mitchell Binder                    Director                       June 2, 2009
---------------                   ---------                       ------------

Bernard Karcinell                  Director                       June 2, 2009
-----------------                ----------                       -------------

Fredric Gruder                     Director                       June 2, 2009
--------------                   ----------                       -------------

Lee Feinberg                       Director                       June 2, 2009
-------------                   ------------                    ---------------

Sohail Malad                       Director                        June 2, 2009
-------------                    ------------                   ---------------
ORBIT INTERNATIONAL CORP.

                      REGISTRATION STATEMENT ON FORM S-8,
                               DATED JUNE 2, 2009

                                 EXHIBIT INDEX

Exhibit Number          Description
--------------          -----------
4.1(a)     Orbit International 2006 Employee Stock Incentive Plan.
4.1(b)     Orbit International 2009 Independent Directors Incentive Stock Plan.
5.1        Opinion of Phillips Nizer LLP
23.1       Consent of Phillips Nizer LLP (included in Exhibit 5.1 hereto).
23.2       Consent of McGladrey & Pullen, LLP.
24.1       Power of attorney of officers and directors of the Registrant.