SecProbe.io

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May 23, 2005

Mail Stop 03-06

Mr. Mitchell Binder
Chief Financial Officer
Orbit International Corporation
80 Cabot Court
Hauppauge, NY 11788

      Re:	Orbit International Corporation
Form 10-KSB for the Year Ended December 31, 2004 and Related
Filings
		File No. 000-03936

Dear Mr. Binder:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the Year Ended December 31, 2004

Item 8A. Controls and Procedures

1. Please supplementally tell us and revise your disclosure in
future
filings concerning changes in your internal control over financial
reporting to indicate whether there was any change to your
internal
control over financial reporting during the quarter being reported
on
that has materially affected, or that is reasonably likely to
materially affect, your internal control over financial reporting.
Refer to Item 308(c) of Regulation S-B.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

2. We note that you design, manufacture and sell customized
electronic components and subsystems under contracts with your
customers.  Please supplementally tell us whether you account for
these contracts using the guidance in SOP 81-1, Accounting for
Performance of Construction-Type and Certain Production-Type
Contracts.   If not, please tell us why your contracts are not
within
the scope of this SOP.

3. Please supplementally tell us and revise future filings to
disclose any post-shipment obligations such as return rights,
acceptance criteria and warranties in your customer contracts and
their impact on revenue recognition.

Form 10-QSB for the Quarter Ended March 31, 2005

Notes to Condensed Consolidated Financial Statements

Note 4. Cost of Sales

4. Please tell us supplementally what you mean by your statement
that
you estimate your inventory and related gross profit for interim
periods.  Please tell us how this method complies with GAAP.  In
addition, we assume this method requires that you record any
necessary true-up adjustments in the fourth quarter.  Please
supplementally tell us whether you have ever been required to
record
significant true-up adjustments as a result of this policy.
Supplementally quantify the amounts of the true-up adjustments
recorded in the fourth quarters of 2004 and 2003.

Forms 8-K dated March 3, 2005 and May 5, 2005

5. Your disclosures related to the non-GAAP measures included in
Forms 8-K dated March 3, 2005 and May 5, 2005 do not include all
of
the disclosures required by paragraph (h)(1)(i) of Item 10 of
Regulation S-B and Question 8 of the FAQ Regarding the Use of Non-
GAAP Financial Measures dated June 13, 2003.  Please revise future
filings to specifically include a discussion, in sufficient
detail,
of the following for each non-GAAP measure:

* The substantive reasons why management believes each non-GAAP
measure provides useful information to investors;

* The specific manner in which management uses each non-GAAP
measure
to conduct or evaluate its business;

* The economic substance behind management`s decision to use each
measure; and

* The material limitations associated with the use of each non-
GAAP
measure as compared to the use of the most directly comparable
GAAP
measure and the manner in which management compensates for these
limitations when using the non-GAAP measure.

Your current disclosures are generic and vague and do not provide
the
reader sufficient information to understand each non-GAAP measure.

6. We note that you have included the non-GAAP financial measure
EBITDA per diluted share in your discussion of results of
operations
for the year ended December 31, 2004 and quarter ended March 31,
2005.  However, you have not provided a reconciliation of this
non-
GAAP measure.  In future filings, please include a reconciliation,
by
schedule or other clearly understandable method, of each non-GAAP
financial measure to the most directly comparable GAAP financial
measure in accordance with Item 10(h)(1)(i)(B) of Regulation S-B.

* * * * *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tom Dyer, Staff Accountant, at (202) 551-
3641,
Kevin Vaughn, Reviewing Accountant, at (202) 551-3643 or me at
(202)
551-3327 if you have any questions.

							Sincerely,

							Michele Gohlke
							Branch Chief

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Mr. Mitchell Binder
Orbit International Corporation
May 23, 2005
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