SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

(Mark one)

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

                 For the Quarterly Period ended January 31, 1999

                                       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 March 11, 1999 - 7,662,409

                                  Page 1 of 15
<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                    Page No.

  Item 1 - Financial Statements:

     Consolidated Condensed Balance Sheets -
         January 31, 1999 and April 30, 1998                         3-4

     Consolidated Condensed Statements of Operations
         Nine Months Ended January 31, 1999 and 1998                  5

     Consolidated Condensed Statements of Operations
         Three Months Ended January 31, 1999 and 1998                 6

     Consolidated Condensed Statements of Cash Flows
         Nine Months Ended January 31, 1999 and 1998                  7

     Notes to Consolidated Condensed Financial Statements            8-9

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations            10-13


Part II.  Other Information:

  Item 1 - Legal Proceedings                                         14

  Item 6 - Exhibits and Reports on Form 8-K                          14

  Signatures                                                         15





















                                     2 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Consolidated Condensed Balance Sheets



                                             January 31,        April 30,
                                                1999              1998
                                             (UNAUDITED)        (NOTE A)
                                                      (In thousands)

ASSETS:

Current assets:

   Cash and cash equivalents                  $   771          $ 8,725

   Marketable securities                       39,062           36,661

   Accounts receivable, net                    14,977           18,640

   Inventories                                  8,390            6,475

   Deferred income taxes                        4,933            5,000

   Prepaid and other                              736              986
                                              -------          -------

             Total current assets              68,869           76,487

Property, plant and equipment, net              9,344            9,159

Other assets                                    3,263            3,134
                                              -------          -------

         Total assets                         $81,476          $88,780
                                              =======          =======




















     See accompanying notes to consolidated condensed financial statements.
                                  
                                     3 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Consolidated Condensed Balance Sheets (Continued)




                                                     January 31,     April 30,
                                                        1999           1998
                                                    (UNAUDITED)      (NOTE A)
                                                          (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
 Current maturities of long-term debt                $   500        $   479
 Accounts payable - trade                                546          1,283
 Accrued liabilities and other                         3,396         11,770
                                                     -------        -------
           Total current liabilities                   4,442         13,532

Long term debt net of current maturities                 125            500
Deferred expenses                                      6,661          6,305
Deposit liability and other                           11,882         12,036
                                                     -------        -------
            Total liabilities                         23,110         32,373
                                                     -------        -------

Stockholders' equity:
 Preferred stock  - $1.00 par value                      -0-            -0-
 Common stock  -  $1.00 par value                      9,009          9,009
 Additional paid - in capital                         36,943         36,306
 Retained earnings                                    17,607         15,983
                                                      63,559         61,298

 Common stock reacquired and held in treasury
  - at cost, 1,327,413 shares at January 31, 1999
  and 1,296,913 shares at April 30, 1998              (3,921)        (3,632)
 Unamortized ESOP debt                                  (625)        (1,000)
 Notes receivable  - common stock                       (287)          (287)
 Unearned compensation                                   (57)           (89)
 Accumulated other comprehensive (loss) income          (303)           117
                                                     -------        -------
           Total stockholders' equity                 58,366         56,407
                                                     -------        -------

       Total liabilities and stockholders' equity    $81,476        $88,780
                                                     =======        =======











     See accompanying notes to consolidated condensed financial statements.

                                     4 of 15
<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                          Nine Months Ended January 31,
                                   (Unaudited)

                                                  1999              1998
                                            (In thousands except per share data)


Net Sales                                       $16,255           $23,350
                                                -------           -------

Cost of sales                                    10,953            17,564
Insurance reimbursement                          (4,500)                -
Selling and administrative expenses               3,597             4,544
Research and development expenses                 3,640               896
                                                -------           -------

        Total operating expenses                 13,690            23,004
                                                -------           -------

             Operating profit                     2,565               346

Other income (expense):
     Investment income                            1,608             1,528
     Interest expense                              (254)             (632)
     Other (expense) income, net                    (49)            6,449
                                                -------           -------

Earnings before provision for
        income taxes                              3,870             7,691

Income tax provision
        Current                                   1,100               980
        Deferred                                    400             1,300
                                                -------           -------
                                                  1,500             2,280
                                                -------           -------

Net earnings                                    $ 2,370           $ 5,411
                                                =======           =======


Net earnings per common share
        Basic                                   $  0.32           $  0.74
                                                =======           =======
        Diluted                                 $  0.30           $  0.70
                                                =======           =======

Average shares outstanding
        Basic                                  7,488,435         7,325,974
                                               =========         =========
        Diluted                                7,831,931         7,691,498
                                               =========         =========








     See accompanying notes to consolidated condensed financial statements.

                                     5 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                         Three Months Ended January 31,
                                   (Unaudited)


                                                   1999              1998
                                            (In thousands except per share data)


Net Sales                                        $ 3,060           $ 8,033
                                                 -------           -------

Cost of sales                                      2,172             7,662
Selling and administrative expenses                1,277             1,713
Research and development expenses                  1,674               288
                                                 -------           -------

        Total operating expenses                   5,123             9,663
                                                 -------           -------

             Operating loss                       (2,063)           (1,630)

Other income (expense)
     Investment income                               517               630
     Interest expense                                (80)             (173)
     Other income, net                               (31)            5,653
                                                 -------           -------

(Loss) earnings before (benefit) provision
        for income taxes                          (1,657)            4,480

Income tax (benefit) provision
        Current                                     (300)              800
        Deferred                                       -             1,300
                                                 -------           -------
                                                    (300)            2,100
                                                 -------           -------

Net (loss) earnings                             ($ 1,357)          $ 2,380
                                                 =======           =======


Net (loss) earnings per common share
        Basic                                    ($ 0.18)          $  0.32
                                                 =======           =======
        Diluted                                  ($ 0.18)          $  0.31
                                                 =======           =======
Average shares outstanding
        Basic                                   7,502,916         7,422,883
                                                =========         =========
        Diluted                                 7,502,916         7,786,363
                                                =========         =========








     See accompanying notes to consolidated condensed financial statements.

                                     6 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Cash Flows

                          Nine Months Ended January 31,
                                   (Unaudited)


                                                            1999         1998
                                                            ----         ----
                                                              (In thousands)

Cash flows from operating activities:
  Net earnings                                            $ 2,370       $ 5,411
  Non-cash charges to earnings                              2,086            58
  Litigation settlement                                    (8,000)            -
  Net changes in other assets and liabilities               1,691        (2,601)
                                                          -------       -------
Net cash (used in) provided by operating activities        (1,853)        2,868


Cash flows from investing activities:
  Net proceeds from sale of building                            -         6,587
  Purchase of marketable securities                        (2,853)       (3,098)
  Other - net                                                (946)         (642)
                                                          -------       -------
Net cash (used in) provided by investing activities        (3,799)        2,847
                                                       

Cash flows from financing activities:
  Payment of cash dividend                                 (1,539)       (1,520)
  Receipt on prepayment of note receivable                      -         1,879
  Principal payments of long-term debt
     and deposit liability                                   (486)       (1,237)
  Purchase of treasury stock                                 (349)            -
  Payments from employees for exercise
     of stock options or notes receivable                      72           998
                                                          -------       -------
Net cash (used in) provided by financing activities        (2,302)          120
                                                          -------       -------

   Net (decrease) increase in cash                         (7,954)        5,835

   Cash at beginning of period                              8,725         3,448
                                                          -------       -------

   Cash at end of period                                  $   771       $ 9,283
                                                          =======       =======















     See accompanying notes to consolidated condensed financial statements.

                                     7 of 15
<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
     consolidated condensed interim financial statements reflect all adjustments
     (which  include  only normal  recurring  adjustments)  necessary to present
     fairly, in all material  respects,  the consolidated  financial position of
     the Company as of January 31,  1999 and the results of its  operations  and
     cash flows for the three and nine months  ended  January 31, 1999 and 1998.
     The April 30, 1998  consolidated  condensed  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 consolidated condensed financial statements be read
     in conjunction with the financial  statements and notes thereto included in
     the Company's April 30, 1998 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 January 31,
                                         Nine months            Three months
                                         -----------            ------------
<TABLE>
<S>                                <C>         <C>         <C>         <C>    
                                      1999        1998       1999         1998
                                   ---------   ---------   ---------   ---------
Basic EPS Shares outstanding
  (weighted average) ...........   7,488,435   7,325,974   7,502,916   7,422,883
Effect of Dilutive Securities ..     343,496     365,524          **     363,480
                                   ---------   ---------   ---------   ---------
Diluted EPS Shares outstanding .   7,831,931   7,691,498   7,502,916   7,786,363
                                   =========   =========   =========   =========
</TABLE>

     **  Dilutive  securities  are  excluded  for the three month  period  ended
     January 31, 1999 since the  inclusion of such shares would be  antidilutive
     due to the net loss for the quarter then ended.

     Options to purchase 265,000 shares of common stock were outstanding  during
     the nine and three months ended  January 31, 1999,  respectively,  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  respective  periods.  Since the
     inclusion of such options  would have been  antidilutive  they are excluded
     from the computation.

NOTE C - DEFERRED INCOME TAXES

     As  a  result  of  continued  operating  profits,   the  1998  real  estate
     transactions,  the litigation  settlement and proceeds from  directors' and
     officers'  insurance,  the  Company  expects to fully  utilize  its tax net
     operating  loss  carryforward.  As a  consequence,  beginning  in the third
     quarter of fiscal 1998, the Company  recorded  deferred  income taxes based
     upon the  differences  between  the  financial  statement  and tax bases of
     assets and  liabilities  using  enacted tax rates in effect for the year in
     which the differences are expected to reverse.  The principal components of
     deferred  taxes  relate to the timing of  deductibility  of the  litigation
     settlement,  certain employee benefits,  accounting for long-term contracts
     and depreciation of property, plant and equipment.

NOTE D - ACCOUNTS RECEIVABLE

     Accounts  receivable  at January 31, 1999 and April 30, 1998 include  costs
     and  estimated  earnings  in excess of billings  on  uncompleted  contracts
     accounted  for on the  percentage  of  completion  basis  of  approximately
     $10,180,000 and $13,618,000,  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.

                                     8 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE E - INVENTORIES

   Inventories, which are reported net of reserves of $904,000 and $1,400,000 at
   January 31, 1999 and April 30, 1998, respectively, consist of the following:

                                          January 31, 1999      April 30, 1998
                                                     (In thousands)

     Raw materials and Component parts        $ 2,602               $ 2,857
     Work in progress                           5,788                 3,618
                                              -------               -------
                                              $ 8,390               $ 6,475
                                              =======               =======

NOTE F - ADOPTION OF SFAS 130, "REPORTING COMPREHENSIVE INCOME"

     As of May 1, 1998, the Company  adopted  Statement of Financial  Accounting
     Standards No. 130, "Reporting  Comprehensive Income" ("SFAS NO. 130"). SFAS
     No.  130   establishes   new  standards   for   reporting  and   displaying
     comprehensive  income and its  components  within the  Company's  financial
     statements;  however,  the  adoption  of SFAS No.  130 has no impact on the
     Company's  net  income  or  stockholders'  equity.  SFAS No.  130  requires
     unrealized  gains and losses on the Company's  marketable  securities to be
     reported in comprehensive income. Prior to adoption of this statement, such
     gains and losses were reported  separately in stockholders'  equity.  Prior
     year  financial  statements  have  been  reclassified  to  conform  to  the
     requirements of SFAS No.
     130.

     During  the   nine-month   periods   ended   January  31,  1999  and  1998,
     comprehensive income was $2,054,000 and $5,649,000,  respectively.  For the
     third  quarter of fiscal years 1999 and 1998,  comprehensive  (loss) income
     was ($1,198,000) and $2,335,000, respectively.

NOTE G - RECENTLY ISSUED PRONOUNCEMENTS

     The Financial  Accounting  Standards  Board  recently  issued SFAS No. 131,
     "Disclosures  about  Segments of an  Enterprise  and Related  Information,"
     which is effective for the Company in future  periods.  This  pronouncement
     deals with disclosure matters and, upon adoption,  will not have any effect
     on the Company's financial position, results of operations or cash flows.

NOTE H -INSURANCE REIMBURSEMENT AND CONTINGENCIES

     On October 21, 1998, Frequency Electronics,  Inc. ("FEI") settled its claim
     with  the  Associated  International  Insurance  Company  under  applicable
     directors and officers coverage and, on November 17, 1998, received payment
     in the  amount  of $4.5  million.  The  reimbursement  was for  legal  fees
     previously  incurred in defense of criminal and civil suits brought against
     FEI  and  certain  of its  officers  by the  U.S.  Government  and  certain
     individuals.  On June 19, 1998, FEI and the U.S.  Government entered into a
     Plea Agreement,  Civil Settlement  Agreement and related  documents thereby
     concluding  a global  disposition  of  these  previously  reported  pending
     litigations and matters. See also Part II, Item 1 of this Form 10Q.

     Reference is also made to Notes 9 and 10 of the Company's  Annual Report on
     Form 10K for the year ended April 30, 1998 for  information  regarding  the
     litigation settlement and other legal proceedings.




                                     9 of 15


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                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Item 2

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

RESULTS OF OPERATIONS

The table below sets forth the percentage of consolidated net sales  represented
by certain items in the Company's consolidated  statements of operations for the
respective nine- and three-month periods of fiscal years 1999 and 1998:
<TABLE>
<CAPTION>
                                             Nine months         Three months
                                                Periods ended January 31,
<S>                                      <C>        <C>       <C>        <C>
                                          1999       1998      1999       1998
                                          ----       ----      ----       ----
Net Sales
   Commercial .......................     81.7%      82.5%     70.9%      78.9%
   US Government ....................     18.3       17.5      29.1       21.1
                                         -----      -----     -----      -----
                                         100.0      100.0     100.0      100.0

Cost of Sales .......................     67.4       75.2      71.0       95.4
Insurance reimbursement .............    (27.7)       --        --         --
Selling and administrative expenses .     22.1       19.5      41.7       21.3
Research and development expenses ...     22.4        3.8      54.7        3.6
                                         -----      -----     -----      -----
   Operating profit (loss) ..........     15.8        1.5     (67.4)     (20.3)

Other income (expense)- net .........      8.0       31.5      13.3       76.1
                                         -----      -----     -----      -----
Pretax Income (loss) ................     23.8       33.0     (54.1)      55.8
Provision (benefit) for income taxes       9.2        9.8      (9.8)      26.1
                                         -----      -----     -----      -----
   Net earnings (loss)...............     14.6%      23.2%    (44.3%)     29.7%
                                         =====      =====     =====      =====
</TABLE>


Significant Fiscal 1999 and 1998 Events
---------------------------------------

During the nine- and  three-month  periods ended January 31, 1999 and 1998,  the
Company recorded several significant  non-recurring  events which had a material
impact on operating profits,  pre-tax earnings and net earnings. The table below
compares the Company's operating results when these events are excluded:

                                             Nine months          Three months
                                                 Periods ended January 31,
<TABLE>
<S>                                      <C>       <C>       <C>        <C>
                                           1999      1998       1999       1998
                                          -----     -----      -----      -----
Operating Profit (Loss)- as reported ..  $2,565    $  346    ($2,063)   ($1,630)
 Less:
  Insurance Reimbursement .............  (4,500)        0          0          0
 Add back:
  Inventory writedown .................       0     2,296          0      2,296
                                         ------    ------     ------     ------
    Adjusted Operating (Loss) Profit ..  (1,935)    2,642     (2,063)       666

Interest and Other, Net - as reported .   1,305     7,345        406      6,110
 Less:
  Gain on Building Sale,
                net of expenses .......       0    (4,811)         0     (4,811)
                                         ------    ------     ------     ------
    Adjusted Interest and Other, Net ..   1,305     2,534        406      1,299
                                         ------    ------     ------     ------
Adjusted Pretax (Loss) Earnings ....... ($  630)   $5,176    ($1,657)    $1,965
                                         ======    ======     ======     ======
</TABLE>


                                    10 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Excluding the  significant  events,  operating  results in fiscal 1999 are lower
than in fiscal  1998  principally  due to  substantially  greater  research  and
development spending which has drawn resources away from customer projects. This
reallocation  of  resources  as well as  softness  in the  commercial  satellite
industry has led to lower revenues in the fiscal 1999 periods.

Net sales  declined  $7.1 million  (30%) and $5.0 million  (62%),  respectively,
during the nine- and  three-month  periods ended January 31, 1999 as compared to
the same periods of fiscal 1998. Sales of commercial products during these nine-
and three-month  periods decreased by $6.0 million (31%) and $3.3 million (66%),
respectively, from fiscal 1998 levels. As noted above, some of this decrease was
anticipated  by the Company  because of its  allocation  of  internal  resources
toward development of additional  products to fulfill expected future demand for
commercial  space hardware.  Continued  delays in certain  world-wide  satellite
manufacturing  programs are providing a window of opportunity for the Company to
complete its  development  program during this fiscal year.  During the quarter,
the Company  also  experienced  unexpected  delays in the receipt of  additional
follow-on orders from a major customer for one of its terrestrial  communication
products.  Additionally,  the Company encountered  technical problems on another
significant  communications  product  which slowed the release of product to its
customer.  The Company  anticipates  that  revenues  will increase in the fourth
quarter of fiscal 1999 as a result of new purchase orders from its customers and
resolution of the technical problems.

Gross margin rates were 33% and 29% for the nine- and three-month  periods ended
January 31, 1999,  respectively,  as compared to 35% and 33% for the  comparable
fiscal 1998 periods,  excluding the inventory writedowns.  Margins in the fiscal
1999  periods  are  lower   because  US  Government   sales,   with  margins  of
approximately  20%,  comprise a greater  percentage  of total sales during these
periods and certain  programs  related to the Company's space segment are in the
final,  less  efficient  phase.  Margins on the Company's  terrestrial  wireless
communications  products  remained  strong at over 40% during  the  fiscal  1999
periods as compared to 42% during fiscal 1998.

Selling and administrative  costs decreased by $947,000 (21%) and $436,000 (26%)
for the nine- and  three-month  periods  ended  January 31, 1999,  over the same
periods of fiscal 1998. This decrease is attributable to the Company's move last
fall into more efficient space within its leased building,  reduced accruals for
bonuses and the decline in legal  expenses  related to the Company's  litigation
with the U.S. Government.  The US Government litigation was settled in June 1998
and all costs related to the  settlement  were accrued as of April 30, 1998. The
Company  anticipates that selling and  administrative  expenses will increase in
the last  quarter of fiscal  1999 and into the next  fiscal  year as the Company
intensifies its marketing efforts for its commercial space hardware products.

Research  and  development  costs in the fiscal 1999  periods  increased by $2.7
million (306%) and $1.4 million (481%), respectively,  over the comparable nine-
and  three-month  periods ended January 31, 1998. As indicated  previously,  the
Company has devoted significant  resources to develop a line of generic products
to be used as the  building  blocks  for the  commercial  satellite  transponder
market.  In prior years,  the Company secured partial  customer  funding for its
development efforts. For the satellite transponder  development effort and other
development projects during fiscal 1999, the Company is targeting to spend up to
$6  million of its own funds in order to begin  bringing  such  products  to the
market by the fourth  quarter of the current fiscal year.  Internally  generated
cash and cash reserves will be adequate to fund this development effort.

Excluding the net gain on the sale of its building, net non-operating income and
expense  decreased  by $1.2 million  (49%) and  $893,000  (69%) in the nine- and
three-month  periods  ended  January  31, 1999 from the  comparable  fiscal 1998
periods. The third quarter of fiscal 1998 also included a property tax refund of
$585,000 and a $149,000  prepayment penalty from a former debtor to the Company,
which amount was credited to investment  income.  Without these two events,  net
non-operating  income and expense in the nine- and three-month periods of fiscal
1999 would have decreased by $495,000 (28%) and $159,000 (28%), respectively, as
compared to the same periods of fiscal 1998.



                                    11 of 15
<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Investment income, excluding the 1998 prepayment penalty,  increased by $229,000
(17%) and $36,000 (7%) in the fiscal 1999 nine month  period and third  quarter,
respectively,  compared to the same fiscal 1998 periods. This is the result of a
40% increase in  income-earning  assets from January 1, 1998 to January 31, 1999
which was offset by lower  interest  rates,  some of which was  initiated by the
Company through a substantial investment in tax-free municipal bonds.

Interest expense decreased by $378,000 (60%) and $93,000 (54%) during the fiscal
1999 nine- and  three-month  periods  compared to the same periods ended January
31, 1998. This decrease is the result of the repayment  during the third quarter
of fiscal 1998 of over $10 million of debt related to the Company's  former real
estate holdings.

In fiscal 1998, Other income (expense), net, in addition to the gain on the sale
of the  buildings and the property tax refund  referred to above,  also included
rental  income  under a long-term  lease.  Since this lease was part of the real
estate sales  effected in January 1998,  no further  income will be derived from
that source.  For the balance of fiscal 1999,  Other income  (expense),  net, is
expected to be nominal.

Prior to fiscal  1999,  income  taxes  consisted  principally  of state taxes on
capital and alternative minimum tax as a result of substantial tax net operating
loss  carryforwards.  Beginning in the third quarter of fiscal 1998, as a result
of the gain on the building sale and continuing  operating profits,  the Company
began to record provisions for income taxes,  including  provisions for deferred
taxes.  The  effective tax rate for fiscal 1999 is expected to be less than 40%.
This rate is lower than was initially anticipated at the beginning of the fiscal
year due to three factors- an investment in tax-free  municipal  bonds,  reduced
amortization costs of the Employee Stock Ownership Plan as a result of the lower
market value of the Company's  common stock and the  availability of tax credits
for incremental research and development expenses,  the provisions of which were
reinstated by Congress last fall.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $64 million at January 31, 1999 compared to working capital at April
30, 1998, of $63 million. Included in working capital at January 31, 1999 is $40
million of cash,  cash  equivalents  and  marketable  securities,  including $12
million of REIT units which are convertible to Reckson  Associates  Realty Corp.
common stock.

Net cash used in  operating  activities  for the nine months  ended  January 31,
1999,  was $1.9  million  compared to a net cash  inflow of $2.9  million in the
comparable fiscal 1998 period.  The fiscal 1999 net outflow is the result of the
$8  million  litigation  settlement,  offset by  receipt  of $4.5  million  from
insurance  reimbursement of litigation  costs,  coupled with larger research and
development spending.  Without those items, cash flows from operating activities
would have been positive.  The Company will continue to expend its resources and
efforts to develop  hardware for  commercial  satellite  programs and commercial
ground  communication  and  navigation  systems which  management  believes will
result in future growth and continued  profitability.  Internally generated cash
and cash reserves will be adequate to fund development efforts in these markets.
As a result of this  investment  in its future  during the  remainder  of fiscal
1999, the Company does not anticipate  that it will generate  positive cash flow
from operating activities this fiscal year.

Net cash used in  investing  activities  for the nine months  ended  January 31,
1999,  was $3.8  million.  Of this  amount,  $2.9  million was used to invest in
marketable  securities,  principally U.S. government and agency securities.  The
Company also acquired capital equipment for approximately $946,000.  The Company
                                   
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<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

may  continue  to acquire or redeem  marketable  securities  as  dictated by its
investment  strategies as well as by the cash  requirements  for its development
activities.  The Company may spend up to $2 million on capital equipment related
to the development  and manufacture of new products.  The Company has sufficient
resources to acquire such capital equipment.

Net cash used in  financing  activities  for the nine months  ended  January 31,
1999,  was $2.3 million  compared to a $120,000  cash inflow for the  comparable
fiscal  1998  period.  Included  in the  fiscal  1999  amount is  payment of the
Company's  semiannual  dividends in the aggregate  amount of $1.54 million,  the
acquisition of 50,000 shares of Company stock for treasury at a cost of $349,000
and $486,000 used to make  regularly  scheduled  long-term  liability  payments.
These outflows were partially  offset by  transactions  related to the Company's
common stock and involving  certain  officers and other  employees who exercised
stock option rights ($72,000).

Year 2000 Issue
---------------

During the fourth  quarter of fiscal 1999 and the first  quarter of fiscal 2000,
the  Company  intends  to  install  newly  acquired,  integrated  financial  and
manufacturing  software,  the cost of which is not expected to exceed  $500,000.
The purchase of the financial software will satisfactorily  address the issue of
compliance with the year 2000 problem for financial  transactions  and reporting
purposes. The Company has sufficient resources to acquire, install and implement
such software.

Beginning in the latter portion of fiscal 1998 and concluding  during the second
quarter of fiscal 1999, the Company acquired new desktop computers of sufficient
size  and  speed  to  operate  the new  financial  software.  The  cost of these
computers,  included  in capital  equipment,  was  approximately  $220,000.  The
Company has determined that additional  operational,  nonfinancial software must
be  obtained to resolve  the year 2000 issue in certain  production  and support
areas, the cost of which will not exceed $50,000.

The Company's  products do not contain  imbedded  microchips or other components
which are date  sensitive.  The same is generally true of the products which are
acquired from  third-party  vendors.  Consequently,  the Company's  products are
already  compliant  with the year 2000.  In  addition,  the Company has received
assurances  from its  "critical"  vendors that their  systems are or will be Y2K
compliant prior to the year 2000. Consequently,  the Company does not anticipate
any interruption in services or supplies from vendors.

In the event its financial and  manufacturing  software is not timely  installed
and the Company is unable to prepare  appropriately dated invoices,  payments or
other documentation,  the Company will employ alternative strategies.  This will
consist  principally of hiring additional  clerical personnel to assure that the
Company's records and documentation are properly and accurately maintained until
such time that the software implementation can be completed.

Backlog
-------

At January 31, 1999, the Company's backlog amounted to approximately $23 million
compared to the  approximately  $22 million  backlog at April 30, 1998.  Of this
backlog, approximately 45% is realizable in the next twelve months.








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<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

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

     The  statements   contained  in  this  release  which  are  forward-looking
     statements  and not based on  historical  facts,  are  subject to risks and
     uncertainties  that could cause actual  results to differ  materially  from
     those  set  forth  herein.   Such  risks  include  changes  in  contractual
     agreements or a change in status under the US government-imposed suspension
     and other risks as more fully  described in the Company's  Annual Report on
     Form 10K filed with the Securities and Exchange Commission.

                                     PART II


ITEM 1 - Legal Proceedings

         On June 19, 1998, Frequency  Electronics,  Inc. ("FEI" or "Registrant")
     and the U.S.  Government  entered into a Plea Agreement,  Civil  Settlement
     Agreement and related documents ("Settlement Agreement") thereby concluding
     a global disposition of certain previously reported pending litigations and
     matters.  All  criminal  charges  brought  by the U.S.  Government  against
     certain  officers,  employees and former  employees of FEI were  dismissed,
     with prejudice. The criminal charges brought by the U.S. Government against
     FEI were dismissed,  with prejudice,  with the exception of a single charge
     of  submitting  a  false  statement  which  failed  to  disclose  the  full
     explanation of FEI's costs on a highly classified government project, as to
     which FEI pled guilty and paid the U.S.  Government  a fine of $400,000 and
     $1.1  million as  reimbursement  for costs of its  investigation,  with all
     known criminal  investigations of FEI having been resolved.  As part of the
     Settlement Agreement, the Fox Civil Case was dismissed,  with prejudice, as
     to all defendants and FEI paid the U.S.  Government  $1.5 million to settle
     this case; and the Geldart qui tam action was dismissed, with prejudice, as
     to all  defendants  and FEI paid the U.S.  Government  $5 million to settle
     this case.

         The  Settlement  Agreement  does not affect other  previously  reported
     pending  litigations and matters  including a second qui tam action and two
     separate  derivative  shareholder  actions which seek recovery on behalf of
     the  Company  for any  losses it incurs as a result of the U.S.  Government
     indictments.

         On July 9, 1998,  FEI was  notified by the U.S.  Department  of the Air
     Force of FEI's proposed  debarment  based upon FEI's guilty plea entered in
     connection  with the global  disposition and the Settlement  Agreement.  On
     December 12, 1998,  the U.S.  Department of the Air Force notified FEI that
     its debarment was terminated, without condition.

         On  October  21,  1998,  FEI  settled  its  claim  with the  Associated
     International  Insurance Company  ("Associated") under applicable directors
     and officers  coverage and, on November 17, 1998,  FEI received  payment in
     the amount of $4.5 million.

         For  all  items  noted  above,  reference  is  made  to  Item 3 - Legal
     Proceedings  of  Registrant's  Annual Report on Form 10K for the year ended
     April 30, 1998 on file with the Securities and Exchange Commission.

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 January 31, 1999.


                                    14 of 15

<PAGE>


                                   SIGNATURES


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


                                      FREQUENCY ELECTRONICS, INC.
                                                     (Registrant)

Date:  March 17, 1999                 BY  /s/ Joseph P. Franklin
                                          ----------------------
                                              Joseph P. Franklin
                                              Chief Executive Officer



Date: March 17, 1999                  BY  /s/ Alan Miller
                                          ---------------
                                              Alan Miller
                                              Chief Financial Officer
                                              and Treasurer




































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