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 July 31, 2000

                                       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 __

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of September 8, 2000 - 8,085,971

                                  Page 1 of 12






<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX

Part I.  Financial Information:                                     Page No.

       Item 1 - Financial Statements:

           Condensed Consolidated Balance Sheets -
               July 31, 2000 and April 30, 2000                        3-4

           Condensed Consolidated Statements of Operations
               Three Months Ended July 31, 2000 and 1999                5

           Condensed Consolidated Statements of Cash Flows
               Three Months Ended July 31, 2000 and 1999                6

           Notes to Condensed Consolidated Financial Statements        7-8

       Item 2 - Management's Discussion and Analysis of
               Financial Condition and Results of Operations          9-11


Part II.  Other Information:

       Item 1 - Legal Proceedings                                      11

       Item 6 - Exhibits and Reports on Form 8-K                       11

       Signatures                                                      12

























                                     2 of 12


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                  Frequency Electronics, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheets

                                            July 31,             April 30,
                                              2000                 2000
                                              ----                 ----
                                           (UNAUDITED)           (NOTE A)
                                                   (In thousands)

ASSETS:

Current assets:

        Cash and cash equivalents           $ 4,514             $ 4,994

        Marketable securities                38,949              36,013

        Accounts receivable, net              8,408               9,590

        Inventories                          15,279              13,307

        Deferred income taxes                   909               1,940

        Prepaid and other                       866               1,329
                                            -------             -------

                  Total current assets       68,925              67,173

Property, plant and equipment, net            9,150               9,040

Deferred income taxes                           700                 600

Other assets                                  4,071               4,034
                                            -------             -------

              Total assets                  $82,846             $80,847
                                            =======             =======



















                See accompanying notes to condensed consolidated
                             financial statements.

                                     3 of 12


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                  Frequency Electronics, Inc. and Subsidiaries

                Condensed Consolidated Balance Sheets (Continued)

                                                   July 31,          April 30,
                                                     2000              2000
                                                     ----              ----
                                                  (UNAUDITED)        (NOTE A)
                                                         (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Accounts payable - trade                   $   919           $ 1,019
        Accrued liabilities and other                3,103             3,989
                                                   -------           -------
                  Total current liabilities          4,022             5,008

Deferred compensation                                5,388             5,276
Deposit liability and other                         11,516            11,573
                                                   -------           -------
                  Total liabilities                 20,926            21,857
                                                   -------           -------

Stockholders' equity:
   Preferred stock  - $1.00 par value                  -0-               -0-
   Common stock  -  $1.00 par value                  9,009             9,009
   Additional paid - in capital                     38,342            37,929
   Retained earnings                                18,046            17,239
                                                   -------           -------
                                                    65,397            64,177

   Common stock reacquired and held
      in treasury - at cost,  948,841 shares
      at July 31, 2000 and 1,016,552 shares
      at April 30, 2000                             (3,483)           (3,644)
   Notes receivable  - common stock                   (115)             (115)
   Unearned compensation                               (16)              (20)
   Accumulated other comprehensive income (loss)       137            (1,408)
                                                   -------           -------
             Total stockholders' equity             61,920            58,990
                                                   -------           -------

      Total liabilities and stockholders' equity   $82,846           $80,847
                                                   =======           =======
















                See accompanying notes to condensed consolidated
                             financial statements.

                                     4 of 12


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                  Frequency Electronics, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations

                           Three Months Ended July 31,

                                   (Unaudited)

                                                 2000              1999
                                                 ----              ----
                                            (In thousands except per share data)


Net Sales                                         $8,893            $5,464
                                                  ------            ------

Cost of sales                                      4,981             3,072
Selling and administrative expenses                2,129             1,212
Research and development expense                   1,204             1,250
                                                  ------            ------
        Total operating expenses                   8,314             5,534
                                                  ------            ------
             Operating profit (loss)                 579               (70)

Other income (expense):
     Investment income                               743               740
     Interest expense                                (69)              (83)
     Other income (expense), net                     (56)               87
                                                  ------            ------
Earnings before provision for
        income taxes                               1,197               674
Provision for income tax                             390               230
                                                  ------            ------
Net earnings                                      $  807            $  444
                                                  ======            ======


Net earnings per common share
        Basic                                     $ 0.10            $ 0.06
                                                  ======            ======
        Diluted                                   $ 0.10            $ 0.06
                                                  ======            ======

Average shares outstanding

        Basic                                   8,031,530         7,556,129
                                                =========         =========
        Diluted                                 8,488,530         7,887,877
                                                =========         =========














                See accompanying notes to condensed consolidated
                             financial statements.

                                     5 of 12


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                  Frequency Electronics, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows

                           Three Months Ended July 31,

                                   (Unaudited)

                                                         2000            1999
                                                         ----            ----
                                                            (In thousands)

Cash flows from operating activities:
  Net earnings                                        $  807           $  444
  Non-cash charges to earnings                           642              666
  Litigation settlement                                  245                -
  Net changes in assets and liabilities                 (889)           1,442
                                                      ------           ------
Net cash provided by operating activities                805            2,552

Cash flows from investing activities:
  (Purchase) Sale of marketable securities-net          (360)             463
  Other - net                                           (357)            (260)
                                                      ------           ------
Net cash (used in) provided by
   investing activities                                 (717)             203

Cash flows from financing activities:
  Dividends paid                                        (799)            (766)
  Other - net                                            231             (172)
                                                      ------           ------
Net cash used in financing activities                   (568)            (938)
                                                      ------           ------

         Net (decrease) increase in cash                (480)           1,817

         Cash at beginning of period                   4,994              567
                                                      ------           ------

         Cash at end of period                        $4,514           $2,384
                                                      ======           ======






















                See accompanying notes to condensed consolidated
                             financial statements.

                                     6 of 12


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                  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 July 31, 2000 and the results of its  operations and cash flows for the three
months ended July 31, 2000 and 1999. The April 30, 2000  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, 2000 Annual Report to  Stockholders.  The results of
operations  for such  interim  periods  are not  necessarily  indicative  of the
operating results for the full year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
diluted Earnings Per Share are as follows: Three months ended July 31,

                                               2000               1999
                                               ----               ----
  Basic EPS Shares outstanding
    (weighted average)                      8,031,530          7,556,129
  Effect of Dilutive Securities               457,000            331,748
                                           ----------         ----------
  Diluted EPS Shares outstanding            8,488,530          7,887,877
                                            =========          =========

        For the three months ended July 31, 2000, all  exercisable  options were
included in the computation of diluted  earnings per share.  Options to purchase
258,375  shares of common stock were  outstanding  during the three months ended
July 31, 1999, but were not included in the computation of diluted  earnings per
share  because the  exercise  price of the options was greater  than the average
market  price of the  Company's  common  shares  during  the  period.  Since the
inclusion of such options  would have been  antidilutive  they are excluded from
the computation.

NOTE C - ACCOUNTS RECEIVABLE

        Accounts  receivable  at July 31, 2000 and April 30, 2000 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $2,854,000  and
$2,584,000, 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.

NOTE D - INVENTORIES

        Inventories,  which are  reported  net of  reserves  of  $1,240,000  and
$1,188,000  at July 31, 2000 and April 30,  2000,  respectively,  consist of the
following:

                                            July 31, 2000       April 30, 2000
                                            -------------       --------------
                                                      (In thousands)

   Raw materials and Component parts          $ 7,101              $  6,188
   Work in progress                             8,178                 7,119
                                             --------              --------
                                              $15,279               $13,307
                                              =======               =======



                                     7 of 12


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                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

NOTE E - -COMPREHENSIVE INCOME

        For the three months ended July 31, 2000 and 1999,  total  comprehensive
income was $2,352,000 and $267,000, respectively.

NOTE F - SEGMENT INFORMATION

The Company operates under two reportable segments:

  1.     Commercial  communications - consists principally of time and frequency
         control   products   used   in  two   principal   markets-   commercial
         communication  satellites and terrestrial  cellular  telephone or other
         ground-based telecommunication stations.

  2.     U.S.  Government - consists of time and frequency control products used
         for national defense or space-related programs.

     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):
                                                 Three months ended July 31,
                                                  2000               1999
                                                  ----               ----
  Net sales:
      Commercial Communications                  $8,195             $4,615
      U.S. Government                               698                849
                                                 ------             ------
         Consolidated Sales                      $8,893             $5,464
                                                 ======             ======
  Operating profit (loss):
      Commercial Communications                  $1,038             $    9
      U.S. Government                               134                 20
      Corporate                                    (593)               (99)
                                                 ------             ------
    Consolidated Operating Profit (Loss)         $  579             ($  70)
                                                 ======             ======

                                             July 31, 2000     April 30, 2000
                                             -------------     --------------
  Identifiable assets:
      Commercial Communications                 $19,681            $18,447
      U.S. Government                             4,006              4,450
      Corporate                                  59,159             57,950
                                                -------            -------
         Consolidated Identifiable Assets       $82,846            $80,847
                                                =======            =======

NOTE G - SUBSEQUENT EVENTS

        Proposed  settlement  of  outstanding  litigation-  In August 2000,  the
Company  agreed  to  settle  derivative  stockholder  litigation  which had been
brought against the Company in fiscal 1994. The terms of the proposed settlement
require the Company to pay an  aggregate  of  $245,000  in  attorneys'  fees and
related costs. The proposed  settlement is subject to notice to shareholders and
Court approval.  Such amount has been reflected in the operating  results of the
Company for the  three-month  period ended July 31, 2000.  (see Part II- Item 1-
Legal Proceedings.)

        Acquisition of Gillam,  S.A.- On August 30, 2000, the Company  announced
the signing of a definitive  agreement to acquire Gillam, S.A., a privately-held
Belgian company which develops and manufactures wireline telcom synchronization,
network   monitoring,   and  power  supply   products.   The  Company  will  pay
approximately  $8.5 million in cash and 200,000  shares of Company stock for the
stock of  Gillam.  Closing  of the  transaction  is  expected  to take  place in
mid-September 2000.

                                     8 of 12


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                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

Item 2

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

RESULTS OF OPERATIONS

The table below sets forth for the  respective  first  quarters of fiscal  years
2001 and 2000 the percentage of  consolidated  net sales  represented by certain
items in the Company's consolidated statements of operations:

                                              Three months ended
                                                    July 31,
                                             2000             1999
                                             ----             ----
  Net Sales

     Commercial Communications                92.2%            84.5%
     U.S. Government                           7.8             15.5
                                             -----            -----
                                             100.0            100.0

  Cost of Sales                               56.0             56.2
  Selling and administrative expenses         23.9             22.2
  Research and development expenses           13.5             22.9
                                             -----            -----
     Operating profit (loss)                   6.6             (1.3)

  Other income (expense)- net                  6.9             13.6
                                             -----            -----
  Pretax Income                               13.5             12.3
  Provision for income taxes                   4.4              4.2
                                             -----            -----
     Net earnings                              9.1%             8.1%
                                             =====            =====


For the three months ended July 31, 2000, operating profit increased by $649,000
over the loss  incurred  in the  comparable  period of fiscal  year 2000 and net
earnings increased by $363,000 (82%). These outcomes were principally the result
of a 63%  increase in sales for the first  quarter of fiscal 2001 over the first
quarter of last fiscal year.  Results for the fiscal 2001 quarter were  impacted
by certain one-time legal and final  settlement costs of approximately  $300,000
relative  to  litigation  initiated  in  fiscal  1994 and by costs  incurred  in
connection with the Company's recently announced acquisition of Gillam S.A.

Gross  margins  held steady at  approximately  44% of sales for the three months
ended July 31, 2000 and 1999. Margins on commercial communications revenues were
45% as compared to 38% for U.S.  Government  programs.  During the quarter ended
July 31, 1999, gross margins on commercial  communications  sales were 46% while
margins on U.S. Government programs were 31%. The improvement in U.S. Government
margins in the fiscal 2001 period is  attributable  to the conclusion of certain
unprofitable  contracts  for which loss  reserves  were recorded in prior years.
With  the  present  mix of  commercial  communications  versus  U.S.  Government
projects  and recent  contract  bookings,  the Company  expects to maintain  its
profit margins at or near the current level for the remainder of fiscal 2001.

Selling and administrative  costs for the quarter ended July 31, 2000, increased
by $917,000  (76%) over the three months ended July 31, 1999. Of this  increase,
approximately  $300,000 was incurred in connection with the proposed  settlement
of  certain  litigation  (see  Note G and Part II,  Item 1- Legal  Proceedings).
Amortization of certain  non-employee  stock options was approximately  $190,000
greater than that  recorded in the prior year as a result of the rising value of
the Company's common stock.

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                  Frequency Electronics, Inc. and Subsidiaries

                                   (Continued)

In addition,  the Company  incurred higher sales and marketing  costs,  recorded
accruals for incentive bonuses based on increased operating profits and incurred
certain costs in connection with its proposed  acquisition of Gillam, S.A. (Note
G). The Company  anticipates  that selling and  administrative  expenses will be
greater in fiscal  2001 than  those  incurred  in fiscal  2000,  although,  as a
percentage of sales, the ratio is expected to decrease.

Research and  development  costs in the fiscal 2001 period  decreased by $46,000
(4%) over the  comparable  three month period  ended July 31, 1999.  The Company
continues  to devote  significant  resources to develop new products and enhance
existing  products  for the  commercial  communications  market.  The Company is
developing products in support of third generation (3G) wireless  infrastructure
systems, products which increase the capability of existing TDMA and GSM systems
(EDGE), as well as products for interconnectivity  with wireline and fiber optic
networks.  The Company  anticipates that research and development  spending will
continue at  approximately  the same level for the remainder of fiscal 2001 but,
as a percentage  of sales,  the ratio is expected to decline as sales  increase.
Internally  generated  cash and cash  reserves  will be  adequate  to fund  this
development effort.

Net  nonoperating  income and expense  decreased by $126,000  (17%) in the three
months ended July 31, 2000 from the  comparable  fiscal 2000  quarter.  Interest
expense  decreased by $14,000  (17%) during the fiscal 2001 quarter  compared to
the period ended July 31, 1999 as a result of lower long-term obligations. Other
income  (expense),  net,  which consists  principally  of certain  non-recurring
transactions,  was a net  expense of $56,000 in fiscal 2001 versus net income of
$87,000 in fiscal 2000, an earnings decrease of $143,000 (164%). In fiscal 2001,
the Company incurred certain  non-operating  costs as compared to the prior year
when this category included a benefit from the recovery of certain non-operating
debts.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $65 million at July 31, 2000 which is 4% higher than the $62 million
in working  capital at April 30, 2000.  Included in working  capital at July 31,
2000 is $43.5  million of cash,  cash  equivalents  and  marketable  securities,
including  $12.8  million  of  REIT  units  which  are  convertible  to  Reckson
Associates Realty Corp. common stock.

Net cash  provided by operating  activities  for the three months ended July 31,
2000,  was  $805,000  compared  to $2.6  million in the  comparable  fiscal 2000
quarter.  In the fiscal 2001 period,  noncash charges to earnings were offset by
the net increase in assets and liabilities, principally growth in inventory less
collections  on  accounts  receivable.  The  fiscal  2000  result  was  achieved
principally  through  collections on accounts  receivable plus operating profits
during the quarter.  With improving  operating profits,  the Company anticipates
that it will generate  positive cash flow from operating  activities this fiscal
year.

Net cash used in investing  activities for the three months ended July 31, 2000,
was $717,000.  Approximately $360,000 was used to make additional investments in
marketable securities,  principally securities issued by the U.S. government and
its  agencies.   In  addition,   the  Company  acquired  capital  equipment  for
approximately  $357,000.  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.  The  Company  will  continue to
acquire more efficient  equipment to automate its production process and intends
to spend  approximately  $1 million on capital  equipment  during  fiscal  2001.
Internally generated cash will be adequate to acquire this capital equipment. In
September  2000,  the Company will  acquire  Gillam,  S.A.,  a Belgian  company,
through payment of  approximately  $8.5 million and 200,000 shares of its common
stock.  The cash payment will be taken from the Company's cash and investment in
marketable securities.

                                    10 of 12


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                  Frequency Electronics, Inc. and Subsidiaries

                                   (Continued)

Net cash used in financing  activities for the three months ended July 31, 2000,
was  $568,000  compared  to $938,000  for the  comparable  fiscal 2000  quarter.
Included in both fiscal quarters is payment of the Company's semiannual dividend
in the aggregate amount of $799,000 and $766,000,  respectively.  Offsetting the
fiscal 2001 cash outflow is approximately  $288,000  received on the exercise of
stock options to acquire approximately 64,000 shares of Company stock.

At July 31, 2000, the Company's  backlog amounted to  approximately  $26 million
compared to the  approximately  $24 million  backlog at April 30, 2000.  Of this
backlog, approximately 90% is realizable during fiscal 2001.

"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, 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.

                                     PART II

ITEM 1 - Legal Proceedings

     On August 2, 2000, a Stipulation  of Settlement was executed by all parties
and filed with the Court in the  action  pending  against  FEI and others in the
Court  of  Chancery,  State of  Delaware,  New  Castle  county,  entitled  In re
Frequency Electronics,  Inc., Derivative Litigation, Civil Action No. 13266: the
proposed  settlement  calls  for a total  payment  by FEI  for  legal  fees  and
disbursements  not  exceeding  $245,000;  the proposed  settlement is subject to
notice to stockholders and Court approval.

ITEM 6 - Exhibits and Reports on Form 8-K

         (a) Exhibits - None

         (b) No reports on Form 8-K were filed with the  Securities and Exchange
             Commission during the quarter ended July 31, 2000.

                                    11 of 12


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                                   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:  September 14, 2000            BY: /s/ Joseph P. Franklin
                                        ---------------------------
                                           Joseph P. Franklin
                                           Chairman of the Board of Directors



Date: September 14, 2000             BY: /s/ Alan Miller
                                        --------------------
                                           Alan Miller
                                           Chief Financial Officer
                                           and Controller























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