ESP Espey Manufacturing and Electronics Corp

CUSIP No. 296650 10 4 13G Page 2 of 6 Pages

--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)

Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust

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

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) |_|
 (b) |_|

--------------------------------------------------------------------------------
3. SEC USE ONLY


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

4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA

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

 NUMBER OF 5. SOLE VOTING POWER
 662,593
 SHARES
 --------------------------------------------------

 BENEFICIALLY 6. SHARED VOTING POWER
 0
 OWNED BY
 --------------------------------------------------

 EACH 7. SOLE DISPOSITIVE POWER
 662,593
 REPORTING
 --------------------------------------------------

 PERSON 8. SHARED DISPOSITIVE POWER

 WITH 0
 --------------------------------------------------

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

662,593

--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 |_|

--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29%*

Based on 2,326,953 shares issued and outstanding as of December 31, 2008
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
EP


--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 296650 10 4 13G Page 3 of 6 Pages

Item 1(a). Name of Issuer:
 Espey Mfg. & Electronics Corp.

 -----------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
 233 Ballston Ave., Saratoga Springs, NY 12866

 -----------------------------------------------------------------
Item 2(a). Name of Person Filing:
 Peggy Murphy and Howard Pinsley Co-Trustees for
 Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust
 -----------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if None, Residence:
 233 Ballston Ave.
 Saratoga Springs, NY 12866
 -----------------------------------------------------------------
Item 2(c). Citizenship:
 USA

 -----------------------------------------------------------------
Item 2(d). Title of Class of Securities:
 Common Stock, par value $0.33 1/3 per share (the "Common Stock")

 -----------------------------------------------------------------
Item 2(e). CUSIP Number:
 296650 10 4

 -----------------------------------------------------------------
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
 or (c), Check Whether the Person Filing is a:

 (a) |_| Broker or dealer registered under Section 15
 of the Exchange Act.

 (b) |_| Bank as defined in Section 3(a)(6) of the
 Exchange Act.

 (c) |_| Insurance company as defined in Section
 3(a)(19) of the Exchange Act.

 (d) |_| Investment company registered under Section 8
 of the Investment Company Act.

 (e) |_| An investment adviser in accordance with Rule
 13d-1(b)(1)(ii)(E);

 (f) [X] An employee benefit plan or endowment fund in
 accordance with Rule 13d-1(b)(1)(ii)(F);

 (g) |_| A parent holding company or control person in
 accordance with Rule 13d-1(b)(1)(ii)(G);

 (h) |_| A savings association as defined in Section
 3(b) of the Federal Deposit Insurance Act;

 (i) |_| A church plan that is excluded from the
 definition of an investment company under Section
 3(c)(14) of the Investment Company Act;

 (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

CUSIP No. 296650 10 4 13G Page 4 of 6 Pages

Item 4. Ownership.

 Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

 (a) Amount beneficially owned: 662,593*


 -------------------------------------------------------------------
 (b) Percent of class: 29%**

 -------------------------------------------------------------------
 (c) Number of shares as to which such person has:

 (i) Sole power to vote or to direct the vote 662,593*,
 -------
 (ii) Shared power to vote or to direct the vote 0,
 -
 (iii) Sole power to dispose or to direct the disposition of
 662,593*,
 --------

 (iv) Shared power to dispose or to direct the disposition of 0
 -

*The administration of the shares of common stock held by the ESOP Trust are
subject to the Second Amended and Restated Plan, effective as of July 1, 2002,
creating the Trust, and a Trust Agreement dated July 15, 2005. The Trustees'
rights with respect to the disposition of shares are governed by the terms of
the Plan and the Trust Agreement. As to shares that have been allocated to the
accounts of participants in the ESOP, the Plan provides that the Trustees are
required to vote such shares in accordance with instructions received from the
participants. As to unallocated shares and allocated shares for which voting
instructions have not been received from participants, the Plan provides that
the Trustees are required to vote such shares in accordance with the direction
of a Committee, appointed by the Board of Directors of the Issuer under the
terms of the Plan and Trust Agreement . The Trustees, Howard Pinsley and Peggy
A. Murphy, are the Chairman of the Board, Chief Executive Officer and President,
and Secretary of the Company, respectively. The ESOP Committee is comprised of
Mr. Pinsley, Ms. Murphy, Director Michael W. Wool and David A. O'Neil, the
Treasurer and Principal Financial Officer of the Company. As of December 31,
2008, 437,593 shares were allocated to the accounts of participants and 225,000
shares were unallocated.

**Based on 2,326,953 Shares Issued and Outstanding as of December 31, 2008

Item 5. Ownership of Five Percent or Less of a Class.

 If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].

 -----------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
 N/A
 -----------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which
 Acquired the Security Being Reported on by the Parent Holding
 Company or Control Person.
 N/A
 -----------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
 N/A
 -----------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
 N/A
 -----------------------------------------------------------------
Item 10. Certifications.
 N/A

 (a) The following certification shall be included if the statement
 is filed pursuant to Rule 13d-1(b):

 "By signing below I certify that, to the best of my knowledge
 and belief, the securities referred to above were acquired and
 are held in the ordinary course of business and were not
 acquired and not held for the purpose of or with the effect of
 changing or influencing the control of the issuer of the
 securities and were not acquired and are not held in
 connection with or as a participant in any transaction having
 such purpose or effect."

CUSIP No. 296650 10 4 13G Page 5 of 6 Pages


 (b) The following certification shall be included if the statement
 is filed pursuant to Rule 13d-1(c):

 "By signing below I certify that, to the best of my knowledge
 and belief, the securities referred to above were not acquired
 and are not held for the purpose of or with the effect of
 changing or influencing the control of the issuer of the
 securities and were not acquired and are not held in
 connection with or as a participant in any transaction having
 such purpose or effect."