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, 2004

                                       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 September 9, 2004 - 8,442,831


                                  Page 1 of 20

<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX


Part I.  Financial Information:                                         Page No.

  Item 1 - Financial Statements:

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

      Condensed Consolidated Statements of Operations
          Three Months Ended July 31, 2004 and 2003                        5

      Condensed Consolidated Statements of Cash Flows
          Three Months Ended July 31, 2004 and 2003                        6

      Notes to Condensed Consolidated Financial Statements                7-10

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations                  11-14

  Item 3- Quantitative and Qualitative Disclosures about Market Risk     14-15

  Item 4- Controls and Procedures                                         15


Part II.  Other Information:

  Items 1 through 5 are omitted because they are not applicable

  Item 6 - Exhibits and Reports on Form 8-K                               15

  Signatures                                                              16

  Exhibits                                                               17-20






                                    2 of 20


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheets

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

ASSETS:

Current assets:

  Cash and cash equivalents                          $ 3,422        $ 5,699

  Marketable securities                               28,879         25,690

  Accounts receivable, net of allowance
     for doubtful accounts of $140                    14,099         15,036

  Inventories                                         21,394         21,925

  Deferred income taxes                                2,628          2,585

  Income taxes receivable                                  -            242

  Prepaid expenses and other                           1,568          1,658
                                                     -------        -------

         Total current assets                         71,990         72,835

Property, plant and equipment, at cost,
      less accumulated depreciation and
      amortization                                    11,227        11,486

Deferred income taxes                                     95           593

Cash surrender value of life insurance                 5,460         5,355

Goodwill and other Intangible assets, net                590           616

Other assets                                           1,772         1,775
                                                     -------       -------

           Total assets                              $91,134       $92,660
                                                     =======       =======








                See accompanying notes to condensed consolidated
                             financial statements.

                                    3 of 20
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                Condensed Consolidated Balance Sheets (Continued)




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

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Short-term credit obligations                   $ 2,075         $ 3,408
        Accounts payable - trade                          2,749           3,470
        Accrued liabilities and other                     2,964           4,106
        Dividend payable                                      -             843
        Income taxes payable                                550               -
                                                        -------         -------
          Total current liabilities                       8,338          11,827

Deferred compensation                                     6,870           6,854
REIT liability and other liabilities                     10,543          10,755
                                                        -------         -------
       Total liabilities                                 25,751          29,436
                                                        -------         -------
Minority interest in subsidiary                              67              48
                                                        -------         -------

Stockholders' equity:
  Preferred stock  - $1.00 par value                          -               -
  Common stock  -  $1.00 par value                        9,164           9,164
  Additional paid-in capital                             44,554          44,442
  Retained earnings                                       9,873           8,897
                                                        -------         -------
                                                         63,591          62,503

   Common stock reacquired and held in treasury
     -at cost, 723,108 shares at July 31, 2004
      and 738,428 shares at April 30, 2004               (2,748)         (2,797)
   Other stockholders' equity                               (17)            (17)
   Accumulated other comprehensive income                 4,490           3,487
                                                        -------         -------
       Total stockholders' equity                        65,316          63,176
                                                        -------         -------

       Total liabilities and stockholders' equity       $91,134         $92,660
                                                        =======         =======








                See accompanying notes to condensed consolidated
                             financial statements.

                                    4 of 20
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations

                           Three Months Ended July 31,
                                   (Unaudited)

                                                      2004               2003
                                                      ----               ----
                                                       (In thousands except
                                                          per share data)


Net Sales                                            $17,683           $ 8,754
Cost of sales                                         11,905             6,187
                                                     -------           -------
        Gross Margin                                   5,778             2,567

Selling and administrative expenses                    3,293             2,536
Research and development expense                       1,236             1,668
                                                     -------           -------
        Operating profit (loss)                        1,249            (1,637)

Other income (expense):
     Investment income                                   415               746
     Interest expense                                    (78)              (59)
     Other income, net                                    58                13
                                                     -------           -------
Income (loss) before minority interest and
     provision for income taxes                        1,644              (937)

Minority interest in income (loss)
  of consolidated subsidiary                              19               (55)
                                                     -------           -------

Income (loss) before provision for income taxes        1,625              (882)

Provision (benefit) for income taxes                     648              (140)
                                                     -------           -------

        Net income (loss)                            $   977           $  (742)
                                                     =======           =======


Net earnings (loss) per common share
        Basic                                         $ 0.12            $(0.09)
                                                      ======            ======
        Diluted                                       $ 0.11            $(0.09)
                                                      ======            ======

Average shares outstanding
        Basic                                       8,434,618         8,348,133
                                                    =========         =========
        Diluted                                     8,646,358         8,348,133
                                                    =========         =========





                See accompanying notes to condensed consolidated
                             financial statements.

                                    5 of 30
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows

                           Three Months Ended July 31,
                                   (Unaudited)


                                                           2004          2003
                                                           ----          ----
                                                             (In thousands)

Cash flows from operating activities:
  Net income (loss)                                     $   977        $  (742)
  Non-cash charges to earnings                              587            387
  Net changes in other assets and liabilities               389         (2,962)
                                                        -------        -------
Net cash provided by (used in) operating activities       1,953         (3,317)
                                                        -------        -------

Cash flows from investing activities:
  Payment for acquisition                                     -         (2,697)
  Proceeds from sale of marketable securities               500          5,180
  Purchase of marketable securities                      (2,240)        (2,364)
  Other - net                                              (257)          (223)
                                                        -------        -------
Net cash used in investing activities                    (1,997)          (104)
                                                        -------        -------

Cash flows from financing activities:
  Proceeds from short-term credit obligations                 -          1,506
  Payment of cash dividend                                 (843)          (834)
  Payment on long-term obligations                       (1,442)          (156)
  Other - net                                                60            (45)
                                                        -------        -------
Net cash (used in) provided by financing activities      (2,225)           471
                                                        -------        -------

Net decrease in cash and cash equivalents
  before effect of exchange rate changes                 (2,269)        (2,950)

Effect of exchange rate changes
  on cash and cash equivalents                               (8)           126
                                                        -------        -------

   Net decrease in cash                                  (2,277)        (2,824)

   Cash at beginning of period                            5,699          5,952
                                                        -------        -------
   Cash at end of period                                $ 3,422        $ 3,128
                                                        =======        =======






                See accompanying notes to condensed consolidated
                             financial statements.

                                    6 of 20
<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 July 31, 2004 and the results of its  operations and cash flows for the three
months ended July 31, 2004 and 2003. 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.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
diluted Earnings Per Share are as follows:
                                          Periods ended July 31,
                                               Three months
                                         2004                 2003
                                         ----                 ----
  Basic EPS Shares outstanding
    (weighted average)                 8,434,618           8,348,133
  Effect of Dilutive Securities          211,740                 ***
                                       ---------           ---------
  Diluted EPS Shares outstanding       8,646,358           8,348,133
                                       =========           =========

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

     Options  to  purchase  231,750  and  312,800  shares of common  stock  were
outstanding during the three months ended July 31, 2004 and 2003,  respectively,
but were not included in the  computation of diluted  earnings per share.  Since
the exercise price of these options was greater than the average market price of
the  Company's  common  shares  during  the  periods,  their  inclusion  in  the
computation  would  have been  antidilutive.  Consequently,  these  options  are
excluded from the computation of earnings per share.

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at July 31 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   $2,913,000  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.

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $3,520,000  and
$3,495,000  at  July  31  and  April  30,  2004,  respectively,  consist  of the
following:

                                           July 31, 2004         April 30, 2004
                                           -------------         --------------
                                                     (In thousands)

  Raw materials and Component parts          $10,096                 $ 8,608
  Work in progress and Finished goods         11,298                  13,317
                                             -------                 -------
                                             $21,394                 $21,925
                                             =======                 =======

                                    7 of 20
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - -COMPREHENSIVE INCOME

     For the three  months  ended July 31,  2004 and 2003,  total  comprehensive
income  was  $1,980,000  and  $287,000,  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 - 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):

                                             Three months ended July 31,
                                               2004              2003
                                               ----              ----
  Net sales:
   Commercial Communications                 $11,350           $ 4,869
   U.S. Government                             1,741             1,644
   Gillam-FEI                                  2,740             1,347
   FEI-Zyfer                                   2,034               912
   less intercompany sales                      (182)              (18)
                                             -------           -------
    Consolidated Sales                       $17,683           $ 8,754
                                             =======           =======
  Operating profit (loss):
   Commercial Communications                 $ 1,964             $(274)
   U.S. Government                               (80)               72
   Gillam-FEI                                   (497)             (859)
   FEI-Zyfer                                     (38)             (478)
   Corporate                                    (100)              (98)
                                             -------           -------
    Consolidated Operating Profit (Loss)     $ 1,249           $(1,637)
                                             =======           =======

                                          July 31, 2004      April 30, 2004
  Identifiable assets:
    Commercial Communications                $20,944            $22,988
    U.S. Government                            7,770              5,189
    Gillam-FEI                                13,056             14,904
    FEI-Zyfer                                  4,992              5,541
    less intercompany balances                (5,195)            (5,673)
    Corporate                                 49,567             49,711
                                             -------            -------
     Consolidated Identifiable Assets        $91,134            $92,660
                                             =======            =======

                                    8 of 20
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE G - 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 March 31, 2003 and $4.5 million in the prior
fiscal year.

     The  FEI-Zyfer  acquisition  is  treated  as a  purchase  acquisition.  The
purchase price 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 three months ended July 31, 2004 was  $26,000.  No  amortization
expense  was  recorded  during the first  quarter of fiscal  year 2004 since the
Company  had not yet  completed  the  process  of  determining  the  appropriate
allocation of the purchase price.

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

     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 three months ended July 31, 2003
                                                      (unaudited)
                                         (In thousands except per share data)

      Net Sales                                          $8,855
                                                         ------
      Operating Loss                                    $(1,717)
                                                        -------
      Loss from continuing operations                    $ (800)
                                                         ======

      Loss per share- basic                              $(0.10)
                                                         ======
      Loss per share- diluted                            $(0.10)
                                                         ======


NOTE H - 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.

                                    9 of 20
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     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:

                                                 Three months ended July 31
                                                   2004              2003
                                                   ----              ----
                                            (In thousands except per share data)
  Net Income (Loss), as reported                  $  977            $ (742)
  Cost of stock options, net of tax                 (195)             (177)
                                                  ------            ------
  Net Income (Loss)- pro forma                    $  782            $ (919)
                                                  ======            ======

  Earnings (Loss) per share, as reported:
     Basic                                         $ 0.12           $(0.09)
                                                   ======           ======
     Diluted                                       $ 0.11           $(0.09)
                                                   ======           ======
  Earnings (Loss) per share- pro forma
     Basic                                         $ 0.09           $(0.11)
                                                   ======           ======
     Diluted                                       $ 0.09           $(0.11)
                                                   ======           ======

     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 year 2004: dividend yield
of 1.83%;  expected  volatility of 63%;  risk free  interest  rate of 5.5%;  and
expected lives of ten years.


Note J - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     The Company has evaluated all recent  accounting  pronouncements  and their
related  effective  dates.  The  adoption  of  these  statements  did not have a
material impact on the Company's  financial  position,  results of operations or
cash flows.

                                    10 of 20
<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.

                                    11 of 20
<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.


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:

                                                Three months ended July 31,
                                                   2004             2003
                                                   ----             ----
  Net Sales
     Commercial Communications                     64.2%            55.6%
     U.S. Government                                9.8             18.8
     Gillam-FEI                                    15.5             15.4
     FEI-Zyfer                                     11.5             10.4
     less intercompany sales                       (1.0)            (0.2)
                                                  -----            -----
                                                  100.0            100.0
  Cost of Sales                                    67.3             70.7
                                                  -----            -----
                  Gross Margin                     32.7             29.3
  Selling and administrative expenses              18.6             28.9
  Research and development expenses                 7.0             19.1
                                                  -----            -----
                  Operating Profit (Loss)           7.1            (18.7)

  Other income, net & Minority interest             2.1              8.6
                                                  -----            -----
  Pretax Income (Loss)                              9.2            (10.1)
  Provision (benefit) for income taxes              3.7             (1.6)
                                                  -----            -----
                  Net Income (Loss)                 5.5%            (8.5)%
                                                  =====            =====



     For the three  months  ended July 31, 2004,  the  operating  profit of $1.2
million  increased  by $2.9  million  over the loss of $1.6 million for the same
period ended July 31, 2003. Net income for the first quarter of fiscal year 2005
was $977,000, an increase of $1.7 million over the net loss of $742,000 reported
in the same  period  of  fiscal  year  2004.  This  substantial  improvement  in
operating  results is due to the  doubling  of  revenue in the first  quarter of
fiscal  year 2005  compared  to the first  quarter  of  fiscal  year 2004  which
reflects the continuation of the improving  telecommunications market that began
in the second half of last fiscal year.

     Net sales for the three  months  ended  July 31,  2004,  increased  by $8.9
million (102%) from the same period of fiscal year 2004. On a segment by segment
basis,  the comparison of revenues for the fiscal quarter ended July 31, 2004 to
the first quarter of fiscal year 2004 were as follows: Commercial Communications
revenues  increased by $6.5 million (133%); US Government  revenues increased by
$97,000  (6%);  Gillam-FEI  revenues  increased  by  $1.4  million  (103%);  and
FEI-Zyfer   revenues   increased  by  $1.1  million   (123%).   The   Commercial
Communications  revenues  reflect  growth in capital  spending  in the  wireless
infrastructure  industry  as  well  as  increases  in  commercial  communication
satellite  activity.  US  Government  segment  revenues  were up slightly as the
Company continued work on several developmental,  pre-production  programs under
US  Government  contracts.   Gillam-FEI  revenues  reflect  the  improvement  in
telecommunications infrastructure spending in Europe. Revenues for the FEI-Zyfer
segment reflect the Company's efforts to stabilize that segment's poor financial
condition  after it was  acquired  in May  2003.  With  parent-company  support,
FEI-Zyfer was able to re-establish  its  credibility  with its customers and was
able to  develop  new  customers.  The  Company  expects  revenues  to remain at
approximately  the current  level for the  balance of the fiscal  year  although
actual quarterly  results are dependent on the timing of the release of customer
orders and contracts.

                                    12 of 20
<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     Gross margin  rates for the three  months ended July 31, 2004,  improved to
32.7% from 29.3% in the same  period of fiscal  year 2004.  The  improvement  is
attributable  to increased  sales which were able to absorb a greater  amount of
fixed  costs.  Gross  margin  rates are lower than the  Company's  target of 40%
because 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.  With
continued  strong sales,  the Company expects to realize  improving gross margin
rates in future periods.

     Selling and administrative  costs for the three months ended July 31, 2004,
increased  by $757,000  (30%) over the same period of fiscal year 2004.  Most of
the  increase is  attributable  to  increased  personnel  costs both in terms of
increased headcount as well as accruals for incentive  compensation plans due to
improving  profitability.  Additional  increases were experienced in selling and
marketing expenses,  including higher sales commissions as a result of increased
sales.  These cost increases  were partially  offset by a 6% decrease in selling
and administrative  expenses at Gillam-FEI  following the restructuring  process
that was  completed  during  the last  fiscal  year.  The ratio of  selling  and
administrative  costs to net sales for the first quarter of fiscal year 2005 was
18.6%  which  met the  Company's  target  of a ratio  which is less  than 20% of
revenues.  This is the  second  consecutive  quarter  in which the  Company  has
achieved  its cost  ratio  target and is the result  both of  increased  revenue
levels and cost containment activities.  In future quarters of fiscal year 2005,
the  Company  expects to  continue to achieve  this  targeted  ratio of costs to
sales.

     Research and  development  spending in the three months ended July 31, 2004
decreased by $432,000 (26%) over the comparable period ended July 31, 2003. This
lower level of spending continues to reflect the fact that certain developmental
resources are being applied to funded  research  contracts  rather than internal
research and development  efforts,  the costs of which are borne by the Company.
The costs of those  resources  assigned to funded programs are reflected in cost
of sales rather than in research and  development  expense.  During  fiscal year
2005,  the Company's  efforts are focused on  completing  the final phase 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 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 $305,000  (44%) in the
three month  period  ended July 31,  2004  compared to the same period of fiscal
year 2004.  Investment  income  decreased  by  $331,000  (44%)  during the first
quarter of fiscal year 2005 compared to the same period of fiscal year 2004. The
decline  is  principally  due to the  realized  gain of  approximately  $304,000
recorded in the year-ago  period  compared to no gains or losses reported in the
fiscal  year 2005  quarter.  For the three  month  period  ended July 31,  2004,
interest  expense  increased  by $19,000  (32%)  compared  to the same period of
fiscal year 2004. This increase reflects  increases in the short-term  borrowing
requirements of the Company. Other expense, net, increased by $45,000 during the
fiscal year 2005 period  compared to the three months ended July 31, 2003.  This
increase is the result of a governmental  grant received by the Company's French
subsidiary.  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.

                                    13 of 20
<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position of $64 million at July 31, 2004, which is comparable to working capital
at April 30, 2004. Included in working capital at July 31, 2004 is $32.3 million
of cash, cash equivalents and marketable securities,  including $13.5 million of
REIT units that are convertible to Reckson Associates Realty Corp. common stock.

     Net cash provided by operating  activities  for the three months ended July
31, 2004,  was $1.9 million  compared to $3.3 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 and reductions in inventory.  In the first quarter of fiscal
year 2004,  approximately $2.6 million was used to support the operations of the
Company's new subsidiary,  FEI-Zyfer.  In the first quarter 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 three months ended July 31,
2004,  was $2.0 million  compared to $104,000 for the same period of fiscal year
2004.  The principal use of cash was to acquire  certain  marketable  securities
aggregating  $1.7  million,  net of sales of other  marketable  securities.  The
Company also acquired capital equipment for approximately  $257,000. 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.  Requirements  for additional  capital  equipment are expected to be
less than $2.0 million during fiscal year 2005.  Internally  generated cash will
be adequate to acquire this capital equipment.

     Net cash used in financing  activities  for the three months ended July 31,
2004, was $2.2 million compared to cash provided by financing  activities in the
amount of $471,000  during the comparable  fiscal year 2004 period.  Included in
both  fiscal  periods is payment of the  Company's  semiannual  dividend  in the
amount of $843,000 and  $834,000,  respectively.  During  fiscal year 2004,  the
Company took  advantage of the low interest rate  environment  and borrowed $1.5
million  against a credit line which is secured by a substantial  portion of the
Company's  portfolio  of  marketable  securities.  During the  fiscal  year 2005
quarter,  the  Company  repaid  $1.0  million of this credit line and made other
scheduled payments against debt and other obligations of $442,000.


     At July 31, 2004,  the  Company's  backlog  amounted to  approximately  $28
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 $15.4 million and $13.5 million, respectively, at July 31, 2004.
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 July 31, 2004, 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.

                                    14 of 20
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

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 July 31,  2004,  the amount
related to foreign currency exchange rates is a $3,696,000 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.


                                     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
         July 31, 2004.

                                    15 of 20
<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: September 14, 2004                   BY   /s/   Alan Miller
                                             ---------------------------
                                                 Alan Miller
                                                 Chief Financial Officer
                                                 and Controller














                                    16 of 20
<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 Bloch                                    September 14, 2004
  -----------------------
     Martin B. Bloch
     Chief Executive Officer


                                    17 of 20
<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 Miller                                   September 14, 2004
  ----------------------
     Alan L. Miller
     Chief Financial Officer




                                    18 of 20
<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  July 31,  2004 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 Bloch                                    September 14, 2004
  -------------------------
     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.




                                    19 of 20
<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  July 31,  2004 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 Miller                                    September 14, 2004
  -------------------------
     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.



                                    20 of 20