SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

(Mark one)

   [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period ended January 31, 2005

                                       OR
   [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to __________


                           Commission File No. 1-8061


                           FREQUENCY ELECTRONICS, INC.
             (Exact name of Registrant as specified in its charter)


              Delaware                                   11-1986657
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

55 CHARLES LINDBERGH BLVD., MITCHEL FIELD, N.Y.             11553
  (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code: 516-794-4500

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No
                                      ---   ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12 b-2). Yes    No X
                                         ---   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of March 11, 2005 - 8,513,520



                                  Page 1 of 24




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                        Page No.

  Item 1 - Financial Statements:

      Condensed Consolidated Balance Sheets -
          January 31, 2005 and April 30, 2004                            3-4

      Condensed Consolidated Statements of Operations
          Nine Months Ended January 31, 2005 and 2004                     5

      Condensed Consolidated Statements of Operations
          Three Months Ended January 31, 2005 and 2004                    6

      Condensed Consolidated Statements of Cash Flows
          Nine Months Ended January 31, 2005 and 2004                     7

      Notes to Condensed Consolidated Financial Statements               8-12

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations                 13-18

  Item 3- Quantitative and Qualitative Disclosures about Market Risk     18

  Item 4- Controls and Procedures                                        18


Part II.  Other Information:

       Items 1 through 5 are omitted because they are not applicable

       Item 6 - Exhibits and Reports on Form 8-K                         19

       Signatures                                                        20

       Exhibits                                                         21-24


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Condensed Consolidated Balance Sheets

                                                     January 31,      April 30,
                                                        2005            2004
                                                        ----            ----
                                                     (UNAUDITED)      (NOTE A)
                                                          (In thousands)

ASSETS:

Current assets:

  Cash and cash equivalents                          $ 4,395          $ 5,699

  Marketable securities                               30,005           25,690

  Accounts receivable, net of allowance
    for doubtful accounts of $140                     12,862           15,036

  Inventories                                         23,116           21,925

  Deferred income taxes                                1,535            2,585

  Income taxes receivable                                  -              242

  Prepaid expenses and other                           1,575            1,658
                                                     -------          -------

         Total current assets                         73,488           72,835

Property, plant and equipment, at cost,
  less accumulated depreciation and
  amortization                                        11,158           11,486

Deferred income taxes                                    577              593

Cash surrender value of life insurance                 5,681            5,355

Goodwill and other intangible assets, net                534              616

Other assets**                                         2,930            1,982
                                                     -------          -------

           Total assets                              $94,368          $92,867
                                                     =======          =======




               **   Other  assets at April  30,  2004  have  been  increased  by
                    $207,000  for  the  retroactive  application  of the  equity
                    method of  accounting  for the  Company's  investment in OAO
                    Morion.





                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Condensed Consolidated Balance Sheets (Continued)


                                                    January 31,     April 30,
                                                       2005           2004
                                                       ----           ----
                                                    (UNAUDITED)     (NOTE A)
                                                          (In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Short-term credit obligations                       $ 3,285        $ 3,408
  Accounts payable - trade                              2,662          3,470
  Accrued liabilities and other                         2,872          4,106
  Dividend payable                                          -            843
  Income taxes payable                                    271              -
                                                      -------        -------
     Total current liabilities                          9,090         11,827

Deferred compensation                                   6,897          6,854
REIT liability and other liabilities                   10,341         10,755
                                                      -------        -------

     Total liabilities                                 26,328         29,436
                                                      -------        -------

Minority interest in subsidiary                             -             48
                                                      -------        -------

Stockholders' equity:
 Preferred stock  - $1.00 par value                         -              -
 Common stock  -  $1.00 par value                       9,164          9,164
 Additional paid-in capital                            45,200         44,442
 Retained earnings**                                    9,770          9,104
                                                      -------        -------
                                                       64,134         62,710

  Common stock reacquired and held in treasury
    -at cost, 653,120 shares at January 31, 2005
     and 738,428 shares at April 30, 2004              (2,572)        (2,797)
  Other stockholders' equity                                -            (17)
  Accumulated other comprehensive income                6,478          3,487
                                                      -------        -------
     Total stockholders' equity                        68,040         63,383
                                                      -------        -------

     Total liabilities and stockholders' equity       $94,368        $92,867
                                                      =======        =======





               **   Retained  earnings at April 30, 2004 has been  increased  by
                    $207,000  for  the  retroactive  application  of the  equity
                    method of  accounting  for the  Company's  investment in OAO
                    Morion.









                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                          Nine Months Ended January 31,
                                   (Unaudited)


                                                    2005(a)           2004(a)
                                            (In thousands except per share data)

Net sales                                         $43,266            $32,831
Cost of sales                                      28,537             22,171
                                                  -------            -------
   Gross margin                                    14,729             10,660

Selling and administrative expenses                 8,759              8,134
Restructuring Charge                                    -                431
Research and development expenses                   4,850              4,309
                                                  -------            -------
   Operating profit (loss)                          1,120             (2,214)

Other income (expense):
   Investment income                                1,219              1,778
   Equity in Morion (a)                               225                 67
   Interest expense                                  (248)              (206)
   Other income (expense), net                         29                (33)
                                                  -------            -------
Income (Loss) before minority interest and
   provision for income taxes                       2,345               (608)

Minority interest in loss of
   consolidated subsidiary                             (1)              (132)
                                                  -------            -------
Income (Loss) before provision for income taxes     2,346               (476)

Provision for income taxes                            830                100
                                                  -------            -------

   Net income (loss)                              $ 1,516            $  (576)
                                                  =======            =======


Net income (loss) per common share
        Basic                                     $ 0.18              $(0.07)
                                                  ======              ======
        Diluted                                   $ 0.17              $(0.07)
                                                  ======              ======

Average shares outstanding
        Basic                                   8,473,679           8,364,837
                                                =========           =========
        Diluted                                 8,682,099           8,364,837
                                                =========           =========






               (a)  Prior  period  amounts  have been  restated  to reflect  the
                    Company's equity income from its investment in OAO Morion






                See accompanying notes to consolidated condensed
                             financial statements.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                         Three Months Ended January 31,
                                   (Unaudited)

                                                  2005                2004(a)
                                                  ----                ------
                                            (In thousands except per share data)

Net sales                                        $11,222             $14,052
Cost of sales                                      7,529               9,279
                                                 -------             -------
   Gross margin                                    3,693               4,773

Selling and administrative expenses                2,567               2,945
Restructuring charge                                   -                 305
Research and development expense                   2,025               1,394
                                                 -------             -------
   Operating (loss) profit                          (899)                129

Other income (expense):
  Investment income                                  390                 435
  Equity in Morion (a)                                97                  31
  Interest expense                                   (97)                (83)
  Other expense, net                                 (29)                  5
                                                 -------             -------
(Loss) Income before minority interest and
   provision for income taxes                       (538)                517

Minority interest in loss of
   consolidated subsidiary                             -                 (25)
                                                 -------             -------
(Loss) Income before provision (benefit)
   for income taxes                                 (538)                542

(Benefit) Provision for income taxes                (170)                178
                                                 -------             -------
   Net (loss) income                             $  (368)            $   364
                                                 =======             =======


Net (loss) income per common share
        Basic                                    $ (0.04)             $ 0.04
                                                 =======              ======
        Diluted                                  $ (0.04)             $ 0.04
                                                 =======              ======

Average shares outstanding
        Basic                                   8,499,274           8,379,375
                                                =========           =========
        Diluted                                 8,499,274           8,589,893
                                                =========           =========



               (a)  Prior  period  amounts  have been  restated  to reflect  the
                    Company's equity income from its investment in OAO Morion


                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                          Nine Months Ended January 31,
                                   (Unaudited)



                                                         2005(a)        2004(a)
                                                             (In thousands)

Cash flows from operating activities:
  Net income (loss)                                     $ 1,516        $  (576)
  Non-cash charges to earnings                            2,387          1,281
  Net changes in other assets and liabilities              (113)        (5,169)
                                                        -------        -------
Net cash provided by (used in) operating activities       3,790         (4,464)
                                                        -------        -------

Cash flows from investing activities:
  Payment for acquisitions                                 (974)        (2,658)
  Proceeds from sale of marketable securities             3,525          7,897
  Purchase of marketable securities                      (4,905)        (4,879)
  Purchase of fixed assets                               (1,140)          (864)
  Other - net                                                70              -
                                                        -------        -------
Net cash used in investing activities                    (3,424)          (504)
                                                        -------        -------

Cash flows from financing activities:
  Proceeds from short-term credit obligations             1,547          3,479
  Payment of cash dividend                               (1,692)        (1,671)
  Payment on long-term obligations                       (1,954)          (440)
  Other - net                                               174             57
                                                        -------        -------
Net cash (used in) provided by financing activities      (1,925)         1,425
                                                        -------        -------

Net decrease in cash and cash equivalents
   before effect of exchange rate changes                (1,559)        (3,543)

Effect of exchange rate changes
   on cash and cash equivalents                             255            365
                                                        -------        -------

   Net decrease in cash                                  (1,304)        (3,178)

   Cash at beginning of period                            5,699          5,952
                                                        -------        -------

   Cash at end of period                                $ 4,395        $ 2,774
                                                        =======        =======




               (a)  Prior  period  amounts  have been  restated  to reflect  the
                    Company's equity income from its investment in OAO Morion







                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
condensed  consolidated  interim  financial  statements  reflect all adjustments
(which include only normal recurring  adjustments)  necessary to present fairly,
in all material respects,  the consolidated financial position of the Company as
of January  31, 2005 and the  results of its  operations  and cash flows for the
nine and three  months  ended  January  31,  2005 and 2004.  The April 30,  2004
condensed   consolidated  balance  sheet  was  derived  from  audited  financial
statements.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements  and notes thereto  included in the  Company's  April 30, 2004 Annual
Report to  Stockholders.  The results of operations for such interim periods are
not necessarily indicative of the operating results for the full year.

     As indicated in Note I below,  prior period financial  statements have been
restated to reflect the Company's  change in accounting to the equity method for
its investment in OAO Morion.

     In addition,  certain prior year amounts have been  reclassified to conform
to current year presentation.  These reclassifications had no effect on reported
consolidated earnings.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
diluted Earnings Per Share are as follows:
                                         Nine months            Three months
                                         -----------            ------------
                                            Periods ended January 31,
                                     2005        2004        2005        2004
                                     ----        ----        ----        ----
  Basic EPS Shares outstanding
    (weighted average)             8,473,679   8,364,837   8,499,274   8,379,375
  Effect of Dilutive Securities      208,420         ***         ***     210,518
                                   ---------   ---------   ---------   ---------
  Diluted EPS Shares outstanding   8,682,099   8,364,837   8,499,274   8,589,893
                                   =========   =========   =========   =========

     ***  Dilutive  securities  are  excluded  for the three month  period ended
          January 31, 2005 and for the nine month period ended  January 31, 2004
          since the  inclusion of such shares would be  antidilutive  due to the
          net loss for the periods then ended.

     The  computation of diluted  earnings per share excludes those options with
an exercise price in excess of the average market price of the Company's  common
shares  during the  periods  presented.  The  inclusion  of such  options in the
computation  of earnings per share would have been  antidilutive.  The number of
excluded options were:
                          Nine months                Three months
                                  Periods ended January 31,
                       2005         2004            2005         2004
                       ----         ----            ----         ----
                      505,550      606,750         325,550      475,250
                      =======      =======         =======      =======

NOTE C - ACCOUNTS RECEIVABE

     Accounts  receivable  at January 31, 2005 and April 30, 2004 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $4,489,000  and
$2,428,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates.  Such amounts are
billed pursuant to contract terms.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $4,088,000  and
$3,495,000 at January 31, 2005 and April 30, 2004, respectively,  consist of the
following:

                                             January 31, 2005     April 30, 2004
                                                       (In thousands)

   Raw materials and Component parts              $10,809            $ 8,608
   Work in progress and Finished goods             12,307             13,317
                                                  -------            -------
                                                  $23,116            $21,925
                                                  =======            =======

NOTE E  - COMPREHENSIVE INCOME

     For the nine months ended  January 31, 2005 and 2004,  total  comprehensive
income was  $4,507,000 and  $1,987,000,  respectively.  Comprehensive  income is
composed  of net  income  or loss for the  period  plus the  impact  of  foreign
currency  translation  adjustments and the change in the valuation  allowance on
marketable securities.

NOTE F - EQUITY-BASED COMPENSATION

     The Company applies the disclosure-only  provisions of FAS 123, "Accounting
for  Stock-Based   Compensation,"  as  amended  by  FAS  148,   "Accounting  for
Stock-Based  Compensation - Transition and Disclosure," and continues to measure
compensation cost in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Historically,  this has not resulted
in  compensation  cost upon the grant of options under a qualified  stock option
plan.  However,  in accordance  with FAS 123, as amended by FAS 148, the Company
provides pro forma  disclosures of net earnings  (loss) and earnings  (loss) per
share as if the fair value method had been applied beginning in fiscal 1996.

     The following table  illustrates  the effect on the Company's  consolidated
statements of operations had compensation cost for stock option awards under the
plans been determined based on the fair value at the grant dates consistent with
the provisions of FAS 123 as amended by FAS 148:
<TABLE>
<CAPTION>

                                                 Nine months            Three months
                                                       Periods ended January 31,
                                              2005        2004         2005        2004
                                              ----        ----         ----        ----
                                                       (In thousands except per share data)
<S>                                         <C>         <C>          <C>           <C>
 Net income (loss), as reported             $ 1,516     $  (576)     $  (368)      $ 364
 Cost of stock options, net of tax             (477)       (532)        (136)       (177)
                                            -------     -------      -------       -----
 Net income (loss)- pro forma               $ 1,039     $(1,108)     $  (504)      $ 187
                                            =======     =======      =======       =====

 Net income (loss) per share, as reported:
    Basic                                    $ 0.18      $(0.07)      $(0.04)     $ 0.04
                                             ======      ======       ======      ======
    Diluted                                  $ 0.17      $(0.07)      $(0.04)     $ 0.04
                                             ======      ======       ======      ======
 Net income (loss) per share- pro forma
    Basic                                    $ 0.12      $(0.13)      $(0.06)     $ 0.02
                                             ======      ======       ======      ======
    Diluted                                  $ 0.11      $(0.13)      $(0.06)     $ 0.02
                                             ======      ======       ======      ======
</TABLE>

     The weighted  average  fair value of each option has been  estimated on the
date of grant using the  Black-Scholes  options pricing model with the following
weighted  average  assumptions  used for  grants in fiscal  years 2005 and 2004:
dividend yield of 1.83%; expected volatility of 59% and 63%, respectively;  risk
free  interest  rate of  5.5%;  and  expected  lives  of  seven  and ten  years,
respectively.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE G - SEGMENT INFORMATION

The Company operates under four reportable segments:
     1.   Commercial communications - consists principally of time and frequency
          control  products  used in  commercial  communication  satellites  and
          terrestrial     cellular     telephone    or    other     ground-based
          telecommunications.
     2.   U.S. Government - consists of time and frequency control products used
          in terrestrial and space applications by the Department of Defense and
          other U.S. government agencies.
     3.   Gillam-FEI - the products of the Company's Belgian  subsidiary consist
          primarily of wireline synchronization and network monitoring systems.
     4.   FEI-Zyfer  - the  products  of the  Company's  subsidiary  incorporate
          Global   Positioning   System  (GPS)  technologies  into  systems  and
          subsystems for secure communications,  both government and commercial,
          and other locator applications.
     The  table  below  presents   information   about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):
                                        Nine months             Three months
                                               Periods ended January 31,
                                     2005        2004          2005       2004
                                     ----        ----          ----       ----
Net sales:
  Commercial Communications        $25,436     $18,479       $ 5,315    $ 7,783
  U.S. Government                    4,300       5,344           985      1,686
  Gillam-FEI                         7,656       5,248         2,624      2,721
  FEI-Zyfer                          6,630       4,008         2,453      2,040
  less intersegment sales             (756)       (248)         (155)      (178)
                                   -------     -------       -------    -------
Consolidated sales                 $43,266     $32,831       $11,222    $14,052
                                   =======     =======       =======    =======
     Note-Certain  prior period  segment  sales  amounts  have been  adjusted to
          conform to the presentation in the current fiscal year.

Operating profit (loss):
  Commercial Communications        $ 3,391     $ 1,102        $  (16)    $  827
  U.S. Government                     (978)        544          (579)       216
  Gillam-FEI                        (1,215)     (2,359)         (376)      (772)
  FEI-Zyfer                            334        (907)          214        102
  less intercompany transactions         -        (223)            -       (101)
  Corporate                           (412)       (371)         (142)      (143)
                                   -------      ------        ------     ------
  Consolidated operating
       profit (loss)               $ 1,120     $(2,214)       $ (899)    $  129
                                   =======     =======        ======     ======

                                        January 31, 2005        April 30, 2004
                                        ----------------        --------------
Identifiable assets:
  Commercial Communications                 $24,629                $22,988
  U.S. Government                             5,536                  5,189
  Gillam-FEI                                 13,584                 14,904
  FEI-Zyfer                                   5,005                  5,541
  less intercompany balances                 (6,610)                (5,673)
  Corporate                                  52,224                 49,918
                                            -------                -------
     Consolidated identifiable assets       $94,368                $92,867
                                            =======                =======


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE H - ACQUISITION OF FEI-ZYFER

     On May 9, 2003, the Company  acquired the business and net assets of Zyfer,
Inc., a wholly-owned  subsidiary of Odetics,  Inc., in a cash  transaction.  The
business of the  subsidiary,  FEI-Zyfer,  Inc., is the design and manufacture of
products  for  precision  time and  frequency  generation  and  synchronization,
primarily incorporating GPS technology.

     The  Company  paid $2.3  million  at  closing,  plus  acquisition  costs of
approximately  $400,000.  According to the terms of the purchase agreement,  the
Company is required to make additional payments up to a maximum of $1 million in
each of fiscal years 2004 and 2005 if FEI-Zyfer  achieves certain revenue levels
in those years. The contingent payments are based on a percentage of revenues in
excess of $6 million in fiscal  year 2004 and as a  percentage  of  revenues  in
excess of $8 million in fiscal year 2005. The acquired business recorded revenue
of $6.5 million for the year ended April 30, 2004. Accordingly, the Company paid
the former  owners an  additional  $135,000  and  recorded  goodwill in the same
amount.

     The  FEI-Zyfer  acquisition  is  treated  as a  purchase  acquisition.  The
purchase  price  (exclusive  of the  contingent  payment  noted  above) has been
allocated to net assets  acquired of  approximately  $1.8 million.  The purchase
price  in  excess  of net  assets  acquired,  approximately  $900,000,  has been
allocated to fixed assets ($300,000) and to customer lists ($600,000) which will
be amortized over the next 3 to 5 years. Amortization expense for the nine month
periods ended January 31, 2005 and 2004, was $77,000 and $45,000,  respectively.
Amortization expense for the three month periods ended January 31, 2005 and 2004
was $26,000 and ($26,800),  respectively. (The fiscal year 2004 amount reflected
a  correction  of over  estimated  amortization  expense  from the prior  fiscal
periods.)

     The accompanying  condensed  consolidated  statements of operations for the
nine- and  three-month  periods ended January 31, 2004,  includes the results of
operations of FEI-Zyfer from May 9, 2003 through January 31, 2004. The pro forma
financial  information  set forth below is based upon the  Company's  historical
consolidated  statements  of  operations  for the nine and  three  months  ended
January 31, 2004,  adjusted to give effect to the acquisition of FEI-Zyfer as of
the beginning of the periods.

     The pro forma financial information is presented for informational purposes
only and may not be indicative of what actual  results of operations  would have
been  had the  acquisition  occurred  on May 1,  2003,  nor does it  purport  to
represent the results of operations for future periods.


                                        Pro forma periods ended January 31, 2004
                                                    (unaudited)
                                           Nine months        Three months
                                         (In thousands except per share data)

Net sales                                   $32,923              $14,052
                                            -------              -------
Operating (loss) profit                     $(2,212)             $   129
                                            -------              -------
(Loss) profit from continuing operations     $ (575)              $  364
                                             ======               ======
(Loss) profit per share- basic              $ (0.07)              $ 0.04
                                            =======               ======
(Loss) profit per share- diluted            $ (0.07)              $ 0.04
                                            =======               ======


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE I - INVESTMENT IN MORION, INC.

     In September  2004,  the Company  increased  its  investment  in OAO Morion
("Morion") from 19.8% to 36% of the privately-held Russian company's outstanding
shares.  The acquisition was  accomplished by a cash payment and the issuance of
42,488 shares of the Company's common stock.

     As a result of the increased  ownership of Morion,  the Company changed its
method of carrying the  investment  from cost to equity as required by generally
accepted accounting principles. Under the equity method, the Company records its
proportionate  share of the  earnings  of  Morion.  The  effect of the change in
accounting  method for the nine and three month  periods ended January 31, 2005,
was to  increase  income  before  provision  for income  taxes and net income by
$225,000  ($0.03 per  diluted  share) and  $97,000  ($0.01 per  diluted  share),
respectively.  The  financial  statements  for the prior  fiscal  year have been
restated for the change in  accounting  method.  For the nine month period ended
January 31, 2004,  the loss before income taxes and the net loss were reduced by
$67,000 ($0.01 per share). For the three month period then ended,  income before
taxes and net income  were  increased  by $31,000  (less than 1 cent per share).
Retained  earnings as of the  beginning  of fiscal year 2005 have  increased  by
$207,000 for the effect of retroactive application of the equity method.

     At January 31, 2005 and 2004,  the Company's  share of the  underlying  net
assets of Morion exceeded the investment by $626,000 and $54,000,  respectively.
The  excess  relates  to  certain  property,  plant and  equipment  and is being
amortized into income by increasing the Company's  share of Morion's net income.
The  Company  uses the  straightline  method to  amortize  the  excess  over the
remaining useful lives of the property, plant and equipment.


NOTE J - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In November  2004,  the FASB issued  Statement No. 151  "Inventory  Costs."
("FAS 151") This statement amends  Accounting  Research Bulletin No. 43, Chapter
4,  "Inventory  Pricing"  and removes  the "so  abnormal"  criterion  that under
certain  circumstances  could have led to the capitalization of these items. FAS
151 requires that idle facility  expense,  excess  spoilage,  double freight and
re-handling costs be recognized as current-period  charges regardless of whether
they meet the criterion of "so abnormal." FAS 151 also requires that  allocation
of fixed production overhead expenses to the costs of conversion be based on the
normal capacity of the production  facilities.  The provisions of this statement
are effective for fiscal years  beginning  after June 15, 2005.  The adoption of
FAS 151 is not  expected to have a material  impact on the  Company's  financial
position or results of operations.

     In December 2004, the FASB issued  Statement No.  123(R),  "Accounting  for
Stock-Based  Compensation" ("FAS 123(R)").  FAS 123(R) establishes standards for
the  accounting  for  transactions  in  which an  entity  exchanges  its  equity
instruments  for  goods  or  services.   This  statement  focuses  primarily  on
accounting  for  transactions  in which an entity obtains  employee  services in
share-based  payment  transactions.  FAS 123(R)  requires that the fair value of
such equity instruments be recognized as an expense in the historical  financial
statements  as services  are  performed.  Prior to FAS 123(R),  only certain pro
forma disclosures of fair value were required.  The provisions of this statement
are  effective as of the beginning of the first  interim  reporting  period that
begins  after June 15,  2005.  The adoption of FAS 123(R) will have an impact on
the Company's  financial  position and results of operations  similar to the pro
forma disclosures. (See NOTE H)

     In  December  2004,  the  FASB  issued  Statement  No.  153,  "Exchange  of
Non-monetary  Assets",  ("FAS 153") an amendment of Accounting  Principles Board
Opinion No. 29 ("APB 29"),  which  differed  from the  International  Accounting
Standards  Board's  ("IASB")  method of  accounting  for  exchanges  of  similar
productive assets. FAS 153 replaces the exception from fair value measurement in
APB 29, with a general  exception from fair value  measurement  for exchanges of
non-monetary assets that do not have commercial  substance.  The statement is to
be applied  prospectively  and is effective  for  non-monetary  asset  exchanges
occurring in fiscal periods  beginning  after June 15, 2005. The adoption of FAS
153 is not  expected  to  have a  material  impact  on the  Company's  financial
position or result of operations.




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                     Item 2

        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations

"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995:

     The  statements  in this  quarterly  report  on Form 10Q  regarding  future
earnings and operations and other statements  relating to the future  constitute
"forward-looking"  statements  pursuant  to the safe  harbor  provisions  of the
Private  Securities  Litigation Reform Act of 1995.  Forward-looking  statements
inherently  involve risks and  uncertainties  that could cause actual results to
differ materially from the forward-looking statements.  Factors that would cause
or contribute to such  differences  include,  but are not limited to,  continued
acceptance of the Company's  products in the marketplace,  competitive  factors,
new products and technological  changes,  product prices and raw material costs,
dependence  upon  third-party  vendors,  competitive  developments,  changes  in
manufacturing  and  transportation  costs,  changes in  contractual  terms,  the
availability  of capital,  and other risks  detailed in the  Company's  periodic
report  filings with the  Securities  and Exchange  Commission.  By making these
forward-looking statements, the Company undertakes no obligation to update these
statements for revisions or changes after the date of this report.

Critical Accounting Policies and Estimates

     The Company's  significant  accounting  policies are described in Note 1 to
the consolidated  financial  statements included in the Company's April 30, 2004
Annual Report to Stockholders. The Company believes its most critical accounting
policies to be the recognition of revenue and costs on production  contracts and
the valuation of inventory. Each of these areas requires the Company to make use
of reasoned estimates including estimating the cost to complete a contract,  the
realizable  value of its inventory or the market value of its products.  Changes
in estimates can have a material impact on the Company's  financial position and
results of operations.

      Revenue Recognition
      -------------------
     Revenues under larger, long-term contracts,  generally defined as orders in
excess of $100,000,  are reported in operating  results using the  percentage of
completion  method.  For U.S.  Government and other  fixed-price  contracts that
require initial design and development of the product,  revenue is recognized on
the cost-to-cost method.  Under this method,  revenue is recorded based upon the
ratio that incurred  costs bear to total  estimated  contract costs with related
cost of sales recorded as the costs are incurred.  Each month management reviews
estimated contract costs. The effect of any change in the estimated gross margin
percentage  for a contract is  reflected  in revenues in the period in which the
change is known.  Provisions for anticipated losses on contracts are made in the
period in which they become determinable.

     On  production-type  contracts,  revenue is recorded as units are delivered
with  the  related  cost of  sales  recognized  on each  shipment  based  upon a
percentage of estimated  final contract  costs.  Changes in job  performance may
result in  revisions  to costs and  income and are  recognized  in the period in
which revisions are determined to be required. Provisions for anticipated losses
on contracts are made in the period in which they become determinable.

     For contracts in the Company's  Gillam-FEI and FEI-Zyfer segments,  smaller
contracts  or orders in the other  business  segments  and sales of products and
services to customers  are reported in operating  results based upon shipment of
the product or performance of the services  pursuant to contractual  terms. When
payment is contingent upon customer acceptance of the installed system,  revenue
is deferred until such acceptance is received and installation completed.

      Costs and Expenses
      ------------------
     Contract  costs include all direct  material,  direct labor,  manufacturing
overhead  and other  direct  costs  related to  contract  performance.  Selling,
general and administrative costs are charged to expense as incurred.



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

      Inventory
      ---------
     In accordance  with industry  practice,  inventoried  costs contain amounts
relating to contracts and programs  with long  production  cycles,  a portion of
which will not be realized within one year.  Inventory  reserves are established
for  slow-moving and obsolete items and are based upon  management's  experience
and  expectations  for future  business.  Any changes in reserves  arising  from
revised  expectations  are reflected in cost of sales in the period the revision
is made.

      Change in Accounting Method
      ---------------------------
     In September  2004,  the Company  increased  its  investment  in OAO Morion
("Morion")  from  19.8%  to  36.2%  of  the  privately-held   Russian  company's
outstanding shares. Accordingly,  the Company changed its method of carrying the
investment  from cost to equity as required  by  generally  accepted  accounting
principles. Under the equity method, the Company records its proportionate share
of the  earnings  of  Morion.  In  addition,  certain  amounts  in prior  period
financial  statements have been adjusted for the retroactive  application of the
equity method since the inception of the Company's investment in Morion.


RESULTS OF OPERATIONS

     The table below sets forth for the respective  periods of fiscal years 2005
and 2004 the percentage of consolidated  net sales  represented by certain items
in the Company's consolidated statements of operations:
                                             Nine months         Three months
                                                  Periods ended January 31,
                                           2005      2004       2005       2004
                                           ----      ----       ----       ----
 Net Sales
    Commercial Communications              58.8%     56.3%      47.3%     55.4%
    U.S. Government                         9.9      16.3        8.8      12.0
    Gillam-FEI                             17.7      16.0       23.4      19.4
    FEI-Zyfer                              15.3      12.2       21.9      14.5
    Less intersegment sales                (1.7)     (0.8)      (1.4)     (1.3)
                                          -----     -----      -----     -----
                                          100.0     100.0      100.0     100.0
 Cost of Sales                             66.0      67.5       67.1      66.0
                                          -----     -----      -----     -----
                        Gross Margin       34.0      32.5       32.9      34.0
 Selling and administrative expenses       20.2      24.8       22.9      21.0
 Restructuring charge                       -         1.3        -         2.2
 Research and development expenses         11.2      13.1       18.0       9.9
                                          -----     -----      -----     -----
              Operating Profit (Loss)       2.6      (6.7)      (8.0)      0.9

 Other income, net & Minority interest      2.8       5.3        3.2       3.0
                                          -----     -----      -----     -----
 Pretax Income (Loss)                       5.4      (1.4)      (4.8)      3.9
 Provision (Benefit) for income taxes       1.9       0.3       (1.5)      1.3
                                          -----     -----      -----     -----
                    Net Income (Loss)       3.5%     (1.7)%     (3.3)%     2.6%
                                          =====     =====      =====     =====

     For the nine months ended January 31, 2005,  the  operating  profit of $1.1
million  increased  by $3.3  million  over the loss of $2.2 million for the same
period ended  January 31,  2004.  Net income for the first nine months of fiscal
year 2005 was $1.5  million,  an increase of $2.1  million  over the net loss of
$576,000  reported in the same period of fiscal year 2004.  For the three months
ended January 31, 2005, the Company recorded an operating loss of $899,000 and a
net loss of $368,000  compared to an operating profit of $129,000 and net income
of $364,000  for the same period of fiscal year 2004.  The  Company's  financial
performance primarily reflects the impact of service-provider  telecommunication
spending, particularly on wireless network infrastructure.  During the Company's
third and fourth  quarters of fiscal  year 2004 and the first  quarter of fiscal
year 2005, telecommunication capital spending increased and the





<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Company realized rising revenues and profitability.  During the Company's second
and third  quarters  of fiscal year 2005,  wireless  network  spending  declined
resulting  in lower  sales and  profits for the  Company.  Based on  information
provided by its major customers,  the Company anticipates that  service-provider
spending on  telecommunication  infrastructure  will increase during fiscal year
2006 but the precise timing of this increase is uncertain.

     Net sales for the nine months ended  January 31,  2005,  increased by $10.4
million  (32%) and for the three  months then ended,  decreased  by $2.8 million
(20%), from the same periods of fiscal year 2004. On a segment by segment basis,
the  comparison  of revenues for the nine and three month  periods ended January
31,  2005 to the  comparable  periods  of  fiscal  year  2004  were as  follows:
Commercial  Communications revenues increased by $6.9 million (38%) for the nine
month period and decreased by $2.5 million (32%) for the three month period;  US
Government  revenues  decreased by $1.0 million  (20%) for the nine month period
and $701,000 (42%) for the three month period;  Gillam-FEI revenues increased by
$2.4 million  (46%) for the nine month period and  decreased by $97,000 (4%) for
the three month period;  and FEI-Zyfer  revenues increased by $2.6 million (65%)
for the nine month  period and  $413,000  (20%) for the three month  period.  In
addition,  intersegment  sales,  principally from the Commercial  Communications
segment to other segments, increased by $507,000 (204%) in the nine month period
and decreased by $23,000 (13%) in the three month period.

     Commercial  Communications  revenues  reflect the  fluctuations  in capital
spending  in the  wireless  infrastructure  industry  as  well as  increases  in
commercial  communication satellite activity, both of which began to increase in
the last half of fiscal year 2004. The rate of wireless  infrastructure  capital
spending  slowed during the Company's  second and third  quarters of fiscal year
2005 with a consequent  sequential  decrease in revenue from the levels achieved
in the fourth  quarter of fiscal year 2004 and the first  quarter of fiscal year
2005.  The  Company  expects  the  wireless  industry  to  continue to invest in
infrastructure with greater activity  anticipated in the latter half of calendar
year 2005.  During the second  quarter of fiscal  year 2005,  the  Company  also
recorded   revenue  of   approximately   $750,000  related  to  certain  pricing
adjustments  with a customer.  In addition,  the Company's  FEI-Asia  subsidiary
realized   increased   revenues  on  sales  to  both  third  parties  and  other
subsidiaries of the Company.

     US Government  segment revenues  declined as the Company  continued work on
several  developmental,  pre-production  programs under US Government contracts.
The Company expects to be awarded initial  low-rate  production  orders on these
programs in fiscal year 2006.  Gillam-FEI  revenues  reflect the  improvement in
telecommunications  infrastructure  spending in Europe.  The Company  expects to
realize continued year-over-year  improvement in the revenues from this segment.
Revenues for the FEI-Zyfer  segment  reflect the Company's  contribution to that
segment's   financial  condition  after  it  was  acquired  in  May  2003.  With
parent-company support,  FEI-Zyfer was able to establish credibility with former
customers and to develop new customers.  Increased revenues are anticipated from
this segment although the quarterly growth  comparisons to fiscal year 2004 will
not be as  significant  since  FEI-Zyfer  began to realize  greater sales in the
second half of the prior fiscal year.  Actual quarterly results for each segment
are dependent on the timing of the release of customer orders and contracts.

     Gross margin  rates for the nine and three  months ended  January 31, 2005,
were 34.0% and 32.9%,  respectively,  compared to 32.5% and 34.0%, respectively,
in the same periods of fiscal year 2004. The rates are primarily attributable to
sales volume and product mix.  Increased  sales during the nine months of fiscal
year 2005 were able to absorb a greater  amount of fixed costs than the revenues
recognized  in fiscal  year 2004.  Likewise,  revenues  in the third  quarter of
fiscal year 2005 were lower than sales  recognized  in the same period of fiscal
year 2004 and the lower gross margin  reflects  this decline.  In addition,  the
Company's  FEI-Asia  subsidiary,  on the strength of increased  revenues  during
fiscal year 2005, continues to realize positive gross margins.  This improvement
was offset by  additional  work  required on certain  space  programs to address
technical  issues  encountered at the near conclusion of these  programs.  Gross
margin rates are lower than the Company's target of 40% because,  in addition to
the matters  listed  above,  margins on initial and early stage  development  US
Government  contracts are generally  lower than production  orders,  and margins
realized by  Gillam-FEI  are  historically  lower due to higher labor and social
service costs in Europe.  As revenues  increase,  the Company expects to realize
gross margin rates in future periods which are in the upper 30% range.



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     During fiscal year 2004, the Company's majority-owned  subsidiary in France
substantially  completed a restructuring  of its operations.  This resulted in a
charge to earnings of $431,000  for the nine months ended  January 31, 2004,  of
which  $305,000  was  incurred  during the  three-month  period then ended.  The
Company did not incur any significant costs related to this restructuring  after
January 31, 2004 and realized lower administrative costs thereafter.

     Excluding  the   restructuring   charge   discussed   above,   selling  and
administrative  costs for the nine months ended  January 31, 2005,  increased by
$625,000 (8%) compared to the same period of fiscal year 2004 and, for the three
months then ended,  decreased by $378,000 (13%) compared to the third quarter of
fiscal year 2004.  Most of the  fluctuation is  attributable  to personnel costs
from a  combination  of changes in headcount  as well as accruals for  incentive
compensation  plans based on  profitability.  As revenues and profits  increase,
these costs also rise while declines in profitability  have the opposite effect.
The ratio of selling  and  administrative  costs to net sales for the first nine
months of fiscal year 2005 was 20.2% which  approached  the Company's  target of
less than 20% of revenues.  For the third quarter of fiscal year 2005, the ratio
was 22.9% which  primarily  reflects the lower  revenues in that period.  In the
prior fiscal year,  the Company  experienced  a lower ratio in the third quarter
(21%)  compared to the nine month period  (24.8%) as sales  increased  from that
achieved  earlier in that year. In future quarters of fiscal year 2005 and 2006,
the  Company  expects to  achieve  its  targeted  ratio of costs to sales with a
combination of increased revenues as well as cost containment efforts.

     Research and development spending in the nine and three month periods ended
January 31, 2005  increased by $541,000 (13%) and $631,000 (45%) compared to the
same  periods of fiscal  year 2004.  With  lower  sales in the third  quarter of
fiscal year 2005, the Company assigned more resources to development activities,
beginning  several  new  initiatives  as well as  continuing  to work on others.
During  fiscal year 2005,  the ratio of  research  and  development  spending to
revenues  was 11% for the nine month  period and 18% for the three month  period
ended  January  31,  2005.  The higher  relative  level of spending in the third
quarter is due to a combination of lower revenues and greater  spending.  During
fiscal year 2005,  the Company's  efforts are focused on the final phases of the
development of Gillam-FEI's next generation wireline signal synchronization unit
(designated  "US5G"),  developing  a digital  rubidium  oscillator,  and further
improving the  performance of crystal  oscillators,  including  low-g  (gravity)
sensitivity crystal oscillators which have broad applications in both commercial
and US  Government  systems.  The Company  also  initiated  development  work on
Precision  Reference  Standards ("PRS") for wireline networks,  high-temperature
clock  technology for energy  exploration  and additional  applications  for the
FE-405 high  precision  oscillator  series.  The Company  targets  research  and
development spending at approximately 10% of sales, but the rate of spending can
increase or decrease from quarter to quarter as new projects are  identified and
others are concluded.  The Company will continue to devote significant resources
to develop new  products,  enhance  existing  products and  implement  efficient
manufacturing  processes.   Where  possible,  the  Company  attempts  to  obtain
development  contracts  from its customers.  For programs  without such funding,
internally  generated  cash  and  cash  reserves  are  adequate  to  fund  these
development efforts.

     Net nonoperating income and expense decreased by $381,000 (24%) and $27,000
(7%),  respectively,  in the nine and three month periods ended January 31, 2005
compared to the same periods of fiscal year 2004.  Included in this  category is
the  Company's  equity  from the  earnings  of  Morion.  The  Company  commenced
recording  its share of Morion's  earnings  upon the  increase of its  ownership
interest in Morion from 19% to 36% during the quarter  ended  October 31,  2004.
All prior period financial statements have been restated to report the Company's
equity income from the time of its original  investment in Morion.  For the nine
and three month  periods  ended  January 31, 2005,  equity in Morion's  earnings
increased by $158,000 (236%) and $66,000 (213%),  respectively,  compared to the
same periods of fiscal year 2004. These increases are  attributable  both to the
Company's  increased  ownership  percentage (from 9% to 36%) as well as improved
profitability at Morion resulting from increased sales.

     Other  components of  nonoperating  income and expense  include  investment
income,  interest expense and other income  (expense),  net.  Investment  income
decreased by $559,000 (31%) and $45,000 (10%), respectively, during the nine and
three months ended  January 31, 2005 compared to the same periods of fiscal year
2004.  For  the  nine-month  periods  ended  January  31,  2005  and  2004,  the
year-over-year  decline is principally  due to realized  gains of  approximately
$483,000 recorded in the year ago period. For the three months ended January 31,
2005 and 2004, the decline is due to lower interest



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

income as a result of lower  interest  rates on marketable  securities.  For the
nine and three month periods ended January 31, 2005,  interest expense increased
by $42,000 (20%) and $14,000 (17%),  respectively,  compared to the same periods
of  fiscal  year  2004.  This  increase  reflects  increases  in the  short-term
borrowing requirements of the Company. Other income (expense), net, increased by
$62,000  during the nine month  periods  ended January 31, 2005 and decreased by
$34,000 for the  three-month  period then ended  compared to the same periods of
fiscal year 2004.  Increases in this category  related to a  governmental  grant
received in the first quarter at the Company's French subsidiary and recovery of
value added taxes during the second quarter at the same subsidiary.  These gains
were offset by losses on the  disposal  of certain  equipment  at the  Company's
California  subsidiary  during  the  third  quarter  of the year.  Other  income
(expense),  net, consists principally of certain non-recurring  transactions and
is generally not significant to net income.

     The  Company is subject to  taxation  in several  countries  as well as the
states of New York and California.  The statutory federal rates vary from 34% in
the United  States to 35% in Europe.  Tax losses  originating  at the  Company's
European  and Asian  subsidiaries  are not  consolidated  with US source  income
which, when combined with US state taxes,  contributes to a higher effective tax
rate. The availability of Research and Development tax credits  partially offset
US-based taxes. The Company's European subsidiaries have available net operating
loss  carryforwards  of  approximately  $2.6  million to offset  future  taxable
income.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position of $64  million at January 31,  2005,  which is  comparable  to working
capital at April 30,  2004.  Included in working  capital at January 31, 2005 is
$34.4 million of cash,  cash  equivalents and marketable  securities,  including
$14.9 million of REIT units that are  convertible to Reckson  Associates  Realty
Corp. common stock.

     Net cash provided by operating activities for the nine months ended January
31, 2005,  was $3.8 million  compared to $4.5 million used in  operations in the
comparable fiscal year 2004 period.  This significant  improvement in cash flows
is due to the return to  profitability  in fiscal year 2005 plus  collections on
accounts  receivable  which was  partially  offset by increases in inventory and
payments on  accounts  payable  and  accrued  liabilities.  In the first half of
fiscal year 2004,  approximately $1.8 million was used to support the operations
of the Company's new subsidiary,  FEI-Zyfer.  In the first nine months of fiscal
year 2005,  FEI-Zyfer generated positive cash flow from operations.  The Company
expects  that it will  continue to generate  positive  cash flow from  operating
activities during fiscal year 2005.

     Net cash used in investing activities for the nine months ended January 31,
2005,  was $3.4 million  compared to $504,000 for the same period of fiscal year
2004.  During  the second  quarter  of fiscal  year  2005,  the  Company  made a
contingent  payment for its FEI-Zyfer  subsidiary,  acquired an  additional  16%
interest in Morion,  Inc. and the remaining 14% of its French  subsidiary it did
not already own, for aggregate  cash payments of $974,000.  Additional  cash was
used to acquire certain marketable  securities  aggregating $1.4 million, net of
sales of  other  marketable  securities.  The  Company  also  purchased  capital
equipment for approximately $1.1 million. The Company may continue to acquire or
sell marketable  securities as dictated by its investment  strategies as well as
by the  cash  requirements  for its  development  activities.  Requirements  for
additional capital equipment are expected to be less than $2.0 million in fiscal
years 2005 and 2006.  Internally generated cash will be adequate to acquire this
capital equipment.

     Net cash used in financing activities for the nine months ended January 31,
2005, was $1.9 million compared to cash provided by financing  activities in the
amount of $1.4 million during the comparable  fiscal year 2004 period.  Included
in both fiscal  periods is payment of the Company's  semiannual  dividend in the
aggregate amount of $1.7 million each year. During fiscal year 2004, the Company
took  advantage of the low interest rate  environment  and borrowed $2.8 million
against a credit line which is secured by a substantial portion of the Company's
portfolio of marketable securities.  During the first nine months of fiscal year
2005, the Company borrowed an additional  $500,000 under this credit line net of
repayments  of $1.0  million.  The Company  also made other  scheduled  payments
against debt and other obligations of $954,000.



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     At January 31, 2005, the Company's  backlog amounted to  approximately  $29
million compared to the  approximately $36 million backlog at April 30, 2004. Of
this backlog, approximately 80% is realizable in the next twelve months.

                                     Item 3.
Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk
------------------
     The Company is exposed to market risk related to changes in interest  rates
and market values of securities,  including  participation  units in the Reckson
Operating Partnership, L.P. The Company's investments in fixed income and equity
securities  were $15.1 million and $14.9 million,  respectively,  at January 31,
2005. The investments are carried at fair value with changes in unrealized gains
and losses recorded as adjustments to  stockholders'  equity.  The fair value of
investments in marketable securities is generally based on quoted market prices.
Typically,  the fair market value of  investments  in fixed  interest  rate debt
securities  will increase as interest  rates fall and decrease as interest rates
rise. Based on the Company's overall interest rate exposure at January 31, 2005,
a 10% change in market  interest  rates would not have a material  effect on the
fair value of the Company's fixed income securities or results of operations.

Foreign Currency Risk
---------------------
     The Company is subject to foreign  currency  translation  risk. The Company
does not have any near-term intentions to repatriate invested cash in any of its
foreign-based  subsidiaries.  For this  reason,  the Company  does not intend to
initiate any exchange  rate hedging  strategies  which could be used to mitigate
the effects of foreign  currency  fluctuations.  The effects of foreign currency
rate fluctuations will be recorded in the equity section of the balance sheet as
a component of other  comprehensive  income.  As of January 31, 2005, the amount
related to foreign currency exchange rates is a $4,786,000 unrealized gain. Note
that the value of the  Chinese  Yuan is  "pegged" to the value of the US dollar.
Accordingly,  no foreign  currency  gains or losses  have been  realized  or are
included in the  unrealized  gain  indicated  above.  If the Chinese  government
decides to change its policy and permits the Yuan to "float" against other world
currencies,  the Company would report the effect in other comprehensive  income,
as  appropriate.  The  results  of  operations  of  foreign  subsidiaries,  when
translated  into US dollars,  will reflect the average rates of exchange for the
periods presented.  As a result, similar results of operations measured in local
currencies can vary  significantly  upon translation into US dollars if exchange
rates fluctuate  significantly from one period to the next.

                                    Item 4.

Controls and Procedures

     Disclosure Controls and Procedures.
     -----------------------------------
     The Company's  management,  with the  participation  of the Company's chief
executive officer and chief financial  officer,  has evaluated the effectiveness
of the Company's  disclosure controls and procedures (as such term is defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"))  as of the end of the  period  covered  by this
report.  Based on such  evaluation,  the Company's chief  executive  officer and
chief financial  officer have concluded that, as of the end of such period,  the
Company's  disclosure  controls  and  procedures  are  effective  in  recording,
processing,  summarizing and reporting, on a timely basis,  information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act.

     Internal Control Over Financial Reporting.
     ------------------------------------------
     There have not been any  changes in the  Company's  internal  control  over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the Exchange Act) during the period to which this report relates that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.




<PAGE>



                                     PART II

ITEMS 1 through 5 are omitted because they are not applicable.

ITEM 6 - Exhibits and Reports on Form 8-K

   (a) Exhibits:
           31.1   - Certification by the Chief Executive Officer Pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002.
           31.2   - Certification by the Chief Financial Officer Pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002
           32.1   - Certification by the Chief Executive Officer Pursuant
                  to 18 U.S.C. Section 1350 Adopted Pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.
           32.2   - Certification by the Chief Financial Officer Pursuant
                  to 18 U.S.C. Section 1350 Adopted Pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

   (b) Reports on Form 8-K:

     No  filings  on Form 8-K were made  during  the  three-month  period  ended
January 31, 2005.



<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act  of  1934  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                           FREQUENCY ELECTRONICS, INC.
                                                   (Registrant)


Date: March 17, 2005                       BY /s/   Alan Miller
                                             -------------------------
                                                 Alan Miller
                                                 Chief Financial Officer
                                                 and Controller




<PAGE>


                                                                    Exhibit 31.1

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

Certification of CEO

I, Martin B. Bloch, Chief Executive Officer, certify that:

1.   I  have  reviewed  this   quarterly   report  on  Form  10-Q  of  Frequency
     Electronics, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation;

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     registrant's  auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


  /s/   Martin B. Bloch                                      March 17, 2005
  ------------------------
     Martin B. Bloch
     Chief Executive Officer



<PAGE>


                                                                    Exhibit 31.2

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

Certification of CFO

I, Alan L. Miller, Chief Financial Officer, certify that

1.   I  have  reviewed  this   quarterly   report  on  Form  10-Q  of  Frequency
     Electronics, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation;

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     registrant's  auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

  /s/   Alan L. Miller                                      March 17, 2005
  -----------------------
     Alan L. Miller
     Chief Financial Officer





<PAGE>


                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Certification of CEO

In connection  with the  Quarterly  Report of Frequency  Electronics,  Inc. (the
"Company")  on Form 10-Q for the period ended January 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Martin
B. Bloch, Chief Executive Officer of the Company,  certify,  pursuant to Section
18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


  /s/   Martin B. Bloch                                      March 17, 2005
  --------------------------
     Martin B. Bloch
     Chief Executive Officer



          A signed original of this written  statement  required by Section 906,
          or other document authenticating, acknowledging, or otherwise adopting
          the signature that appears in typed form within the electronic version
          of this written  statement  required by Section 906, has been provided
          to the Company and will be  retained by the Company and  furnished  to
          the Securities and Exchange Commission or its staff upon request.


          This  certification  accompanies  this Report on Form 10-Q pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
          the extent  required by such Act,  be deemed  filed by the Company for
          purposes  of Section 18 of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act"). Such certification will not be deemed to
          be  incorporated by reference into any filing under the Securities Act
          of 1933, as amended,  or the Exchange  Act,  except to the extent that
          the Company specifically incorporates it by reference.





<PAGE>


                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Certification of CFO

In connection  with the  Quarterly  Report of Frequency  Electronics,  Inc. (the
"Company")  on Form 10-Q for the period ended January 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Alan L.
Miller, Chief Financial Officer of the Company,  certify, pursuant to Section 18
U.S.C.  1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


  /s/   Alan L. Miller                                      March 17, 2005
  ---------------------------
     Alan L. Miller
     Chief Financial Officer



          A signed original of this written  statement  required by Section 906,
          or other document authenticating, acknowledging, or otherwise adopting
          the signature that appears in typed form within the electronic version
          of this written  statement  required by Section 906, has been provided
          to the Company and will be  retained by the Company and  furnished  to
          the Securities and Exchange Commission or its staff upon request.


          This  certification  accompanies  this Report on Form 10-Q pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
          the extent  required by such Act,  be deemed  filed by the Company for
          purposes  of Section 18 of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act"). Such certification will not be deemed to
          be  incorporated by reference into any filing under the Securities Act
          of 1933, as amended,  or the Exchange  Act,  except to the extent that
          the Company specifically incorporates it by reference.