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, 2002

                                       OR

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of September 6, 2002 - 8,343,013

                                  Page 1 of 15






<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX



Part I.  Financial Information:                                    Page No.

  Item 1 - Financial Statements:

      Condensed Consolidated Balance Sheets -
          July 31, 2002 and April 30, 2002                           3-4

      Condensed Consolidated Statements of Operations
          Three Months Ended July 31, 2002 and 2001                   5

      Condensed Consolidated Statements of Cash Flows
          Three Months Ended July 31, 2002 and 2001                   6

      Notes to Condensed Consolidated Financial Statements           7-9

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations             9-12

  Item 3 - Quantitative and Qualitative Disclosures
        about Market Risk                                             12



Part II.  Other Information:

  Item 1 - Legal Proceedings                                          13

  Item 6 - Exhibits and Reports on Form 8-K                           13

  Signatures                                                          14

  Exhibit                                                             15
















<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets


                                                  July 31,             April 30,
                                                    2002                 2002
                                                    ----                 ----
                                                 (UNAUDITED)           (NOTE A)
                                                          (In thousands)

ASSETS:

Current assets:

 Cash and cash equivalents                        $ 4,334            $ 5,383

 Marketable securities                             29,789             30,848

 Accounts receivable, net of
   allowance for doubtful accounts
   of $124                                         10,758             11,725

 Inventories                                       21,580             19,601

 Deferred income taxes                              4,165              3,645

 Prepaid expenses and other                         2,275              2,678
                                                  -------            -------
          Total current assets                     72,901             73,880

Property, plant and equipment, at cost,
      less accumulated depreciation and
      amortization                                 11,460             11,361

Deferred income taxes                                 134                280

Goodwill                                            5,631              4,938

Other assets                                        5,603              5,552
                                                  -------            -------
          Total assets                            $95,729            $96,011
                                                  =======            =======
















                See accompanying notes to condensed consolidated
                             financial statements.



<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                Condensed Consolidated Balance Sheets (Continued)


                                                       July 31,        April 30,
                                                         2002            2002
                                                         ----            ----
                                                      (UNAUDITED)      (NOTE A)
                                                            (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable - trade                            $ 2,328        $ 2,359
  Accrued liabilities and other                         3,896          5,290
                                                      -------        -------
        Total current liabilities                       6,224          7,649

Deferred compensation                                   6,588          6,496
Other liabilities                                      11,318         11,300
                                                      -------        -------
              Total liabilities                        24,130         25,445
                                                      -------        -------

Minority interest in subsidiary                           216            224

Stockholders' equity:
  Preferred stock  - $1.00 par value                      -0-            -0-
  Common stock  -  $1.00 par value                      9,164          9,164
  Additional paid-in capital                           43,152         43,077
  Retained earnings                                    20,450         20,939
                                                      -------        -------
                                                       72,766         73,180

  Common stock reacquired and held in treasury
    -at cost, 831,505 shares at July 31, 2002
     and 830,074 shares at April 30, 2002              (2,841)        (2,806)
  Other stockholders' equity                             (116)          (116)
  Accumulated other comprehensive income                1,574             84
                                                      -------        -------
            Total stockholders' equity                 71,383         70,342
                                                      -------        -------
Total liabilities and stockholders' equity            $95,729        $96,011
                                                      =======        =======


















                See accompanying notes to condensed consolidated
                             financial statements.



<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations

                           Three Months Ended July 31,
                                   (Unaudited)

                                                     2002             2001
                                                     ----             ----
                                            (In thousands except per share data)


Net sales                                          $ 6,828          $11,070
Cost of sales                                        4,773            7,000
                                                   -------          -------
   Gross margin                                      2,055            4,070

Selling and administrative expenses                  2,053            2,215
Research and development expense                       983            1,113
                                                   -------          -------
   Operating (loss) profit                            (981)             742

Other income (expense):
     Investment income                                 355              517
     Interest expense                                  (72)             (78)
     Other income (expense), net                         7                1
                                                   -------          -------
(Loss) Income before minority interest and
     provision for income taxes                       (691)           1,182

Minority interest in loss of
     consolidated subsidiary                           (10)              (8)
                                                   -------          -------

(Loss) Income before provision
     for income taxes                                 (681)           1,190

(Benefit) Provision for income tax                    (192)             370
                                                   -------          -------

   Net (loss) income                               $  (489)         $   820
                                                   =======          =======


Net (loss) income per common share
        Basic                                      $ (0.06)          $ 0.10
                                                   =======           ======
        Diluted                                    $ (0.06)          $ 0.10
                                                   =======           ======

Average shares outstanding
        Basic                                     8,373,567        8,332,557
                                                  =========        =========
        Diluted                                   8,373,567        8,551,214
                                                  =========        =========















                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows

                           Three Months Ended July 31,
                                   (Unaudited)


                                                            2002          2001
                                                            ----          ----
                                                               (In thousands)

Cash flows from operating activities:
  Net (loss) income                                      $  (489)       $   820
  Non-cash charges to earnings                               827            323
  Insurance reimbursement                                      -          3,000
  Net changes in assets and liabilities                     (635)        (2,516)
                                                         -------        -------
Net cash (used in) provided by operating activities         (297)         1,627

Cash flows from investing activities:
  Sale (Purchase) of marketable securities -net              463          1,448
  Other - net                                               (239)          (741)
                                                         -------        -------
Net cash provided by investing activities                    224            707

Cash flows from financing activities:
  Dividends paid                                            (833)          (829)
  Other - net                                               (306)          (543)
                                                         -------        -------
Net cash used in financing activities                     (1,139)        (1,372)
                                                         -------        -------
Net (decrease) increase in cash and cash equivalents
        before effect of exchange rate changes            (1,212)           962

Effect of exchange rate changes on cash
        and cash equivalents                                 163            (40)
                                                         -------        -------
Net (decrease) increase in cash and cash equivalents      (1,049)           922

         Cash at beginning of period                       5,383          2,121
                                                         -------        -------
         Cash at end of period                           $ 4,334        $ 3,043
                                                         =======        =======

















                See accompanying notes to condensed consolidated
                             financial statements.



<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
condensed  consolidated  interim  financial  statements  reflect all adjustments
(which include only normal recurring  adjustments)  necessary to present fairly,
in all material respects,  the consolidated financial position of the Company as
of July 31, 2002 and the results of its  operations and cash flows for the three
months ended July 31, 2002 and 2001. The April 30, 2002  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, 2002 Annual Report to  Stockholders.  The results of
operations  for such  interim  periods  are not  necessarily  indicative  of the
operating results for the full year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
diluted Earnings Per Share are as follows:
                                               Three months ended July 31,
                                                2002               2001
                                                ----               ----
       Basic EPS Shares outstanding
         (weighted average)                   8,373,567          8,332,557
       Effect of Dilutive Securities                ***            218,657
                                              ---------          ---------
       Diluted EPS Shares outstanding         8,373,567          8,551,214
                                              =========          =========

          *** Dilutive  securities are excluded for the three month period ended
     July 31, 2002 since the inclusion of such shares would be antidilutive  due
     to the net loss for the quarter then ended.

     Options to purchase 85,000 shares of common stock were  outstanding  during
the three months ended July 31, 2001,  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
period,  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, 2002 and April 30, 2002 include costs and
estimated earnings in excess of billings on uncompleted  contracts accounted for
on  the  percentage  of  completion  basis  of   approximately   $1,840,000  and
$2,027,000, 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  $3,286,000  and
$2,941,000  at July 31, 2002 and April 30,  2002,  respectively,  consist of the
following:

                                             July 31, 2002     April 30, 2002
                                             -------------     --------------
                                                     (In thousands)

    Raw materials and Component parts           $ 8,701             $ 8,946
    Work in progress and Finished goods          12,879              10,655
                                                -------             -------
                                                $21,580             $19,601
                                                =======             =======


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - -COMPREHENSIVE INCOME

     For the three  months  ended July 31,  2002 and 2001,  total  comprehensive
income was $1,001,000 and $7,000, respectively.

NOTE F - SEGMENT INFORMATION
The Company operates under three reportable segments:
     1.   Commercial communications - consists principally of time and frequency
          control   products   used  in  two   principal   markets-   commercial
          communication  satellites and terrestrial  cellular telephone or other
          ground-based telecommunication stations.
     2.   U.S. Government - consists of time and frequency control products used
          for national defense or space-related programs.
     3.   Gillam-FEI - the products of the Company's Belgian  subsidiary consist
          primarily of wireline synchronization and network monitoring systems.

     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,
                                                   2002               2001
                                                   ----               ----
  Net sales:
    Commercial Communications                    $ 3,177            $ 8,191
    U.S. Government                                1,815                983
    Gillam-FEI                                     1,944              2,100
    less intercompany sales                         (108)              (204)
                                                 -------            -------
       Consolidated Sales                        $ 6,828            $11,070
                                                 =======            =======
  Operating (loss) profit:
    Commercial Communications                    $  (933)           $ 1,258
    U.S. Government                                  379                213
    Gillam-FEI                                      (284)              (383)
    Corporate                                       (143)              (346)
                                                 -------            -------
     Consolidated Operating (Loss) Profit        $  (981)           $   742
                                                 =======            =======

                                                   As of              As of
                                               July 31, 2002     April 30, 2002
  Identifiable assets:
    Commercial Communications                    $21,031            $21,101
    U.S. Government                                3,793              3,176
    Gillam-FEI                                    19,326             17,956
    less intercompany balances                    (1,117)            (1,575)
    Corporate                                     52,696             55,353
                                                 -------            -------
       Consolidated Identifiable Assets          $95,729            $96,011
                                                 =======            =======

NOTE G.  Recently Issued Accounting Pronouncements

     In  July  2002,  the  FASB  issued  Statement  No.  146  ("SFAS  No.  146),
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
addresses  significant  issues  regarding  the  recognition,   measurement,  and
reporting  of costs  that are  associated  with  exit and  disposal  activities,
including restructuring  activities that are currently accounted for pursuant to
the guidance that the Emerging  Issues Task Force ("EITF") has set forth in EITF
Issue No. 94-3, "Liability Recognition for


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries


Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring)."  SFAS No.146 revises the
accounting  for  certain  lease  termination  costs  and  employee   termination
benefits,  which are  generally  recognized  in  connection  with  restructuring
activities.  The  provisions  of SFAS No.146 are  effective for exit or disposal
activities  that are  initiated  after  December 31, 2002.  The Company does not
anticipate  that the adoption of SFAS No. 146 will have a material impact on its
consolidated financial statements


                                     Item 2

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

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, 2002
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.

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  segment,  and smaller  contracts or
orders in the  other  business  segments,  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.

Contract Costs

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

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.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (continued)

Recently Issued Accounting Pronouncements

In July 2002, the FASB issued Statement No. 146 ("SFAS No. 146), "Accounting for
Costs  Associated  with Exit or  Disposal  Activities."  SFAS No. 146  addresses
significant  issues  regarding the  recognition,  measurement,  and reporting of
costs  that  are  associated  with  exit  and  disposal  activities,   including
restructuring  activities  that are  currently  accounted  for  pursuant  to the
guidance  that the  Emerging  Issues Task Force  ("EITF")  has set forth in EITF
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."   SFAS  No.146   revises  the   accounting  for  certain  lease
termination  costs  and  employee  termination  benefits,  which  are  generally
recognized in connection with restructuring  activities.  The provisions of SFAS
No.146 are effective for exit or disposal  activities  that are initiated  after
December 31, 2002. The Company does not anticipate that the adoption of SFAS No.
146 will have a material impact on its consolidated financial statements.

RESULTS OF OPERATIONS

The table below sets forth for the  respective  first  quarters of fiscal  years
2003 and 2002 the percentage of  consolidated  net sales  represented by certain
items in the Company's consolidated statements of operations:

                                                  Three months ended
                                                       July 31,
                                                  2002          2001
                                                  ----          ----
     Net sales
        Commercial Communications                 46.2%         72.1%
        U.S. Government                           26.6           8.9
        Gillam-FEI                                27.2          19.0
                                                 -----         -----
                                                 100.0         100.0
     Cost of sales                                69.9          63.2
                                                 -----         -----
                  Gross margin                    30.1          36.8
     Selling and administrative expenses          30.1          20.0
     Research and development expenses            14.4          10.1
                                                 -----         -----
                  Operating (loss) profit        (14.4)          6.7

     Other income (expense)- net                   4.2           4.0
                                                 -----         -----
     Pretax (loss) income                        (10.2)         10.7
     (Benefit) Provision for income taxes         (2.9)          3.3
                                                 -----         -----
                   Net (loss) income              (7.3)%         7.4%
                                                 =====         =====

For the three  months ended July 31, 2002,  operating  profit  decreased by $1.7
million  over the  comparable  period  of  fiscal  year  2002  and net  earnings
decreased by $1.3 million.  These results  reflect the continuing  impact of the
slowdown in the  telecommunications  industry over the past several quarters. In
addition, first quarter 2003 sales were reduced by approximately $1.1 million as
a  result  of  the  Company's   agreement  to   accommodate   certain   wireless
infrastructure customers with a limited quantity of rubidium timing units ("seed
stock"). Although these seed stock units are in the possession of the customers,
they remain in the  inventory of the Company.  The seed stock units are intended
for refurbishment or upgrades of wireless networks and are immediately available
to  the  commercial  communications  customers.  Revenue  from  the  seed  stock
inventory  will be recognized as the units are employed by the customers  during
the balance of fiscal 2003.  Excluding the effects of this  arrangement,  fiscal
2003  revenues  decreased  by 28% from the first  quarter of fiscal  2002.  On a
segment by segment basis,  commercial  communications  revenues  declined by 47%
(excluding the seed stock effect),  Gillam-FEI  revenues were lower by 7% but US
Government revenues increased by 85%.



<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

First  quarter  gross  margin rates  declined  from 37% in fiscal 2002 to 30% in
fiscal  2003.  For the  period  ended  July  31,  2002,  margins  on  commercial
communications revenues were 28% as compared to 40% for U.S. Government programs
and 23% for  Gillam-FEI.  During the quarter ended July 31, 2001,  gross margins
were 41% on commercial communications sales, 37% on U.S. Government programs and
22% on Gillam-FEI sales. If the seed stock  transactions had not occurred during
the fiscal 2003 quarter, gross margin for the commercial  communications segment
would have been 30%. The commercial communications margins were also impacted by
the reduced level of business and additional reserves for slow moving inventory.
Margins on U.S. Government contracts are within the Company's expectations given
the current mix of production and long-term contracts. Gillam-FEI margins, which
are historically  lower than that of the U.S.-based  segments,  were impacted by
two projects on which no margin was realized  during the quarter  ended July 31,
2002.  Excluding  those sales,  Gillam-FEI  margins  would have been 28% for the
first quarter of fiscal 2003. With the present mix of orders and recent contract
bookings, the Company expects its profit margins to improve during the remainder
of fiscal 2003.

Selling and administrative  costs for the quarter ended July 31, 2002, decreased
by $162,000 (7%) over the three months ended July 31, 2001. The principle causes
of the decrease are reduced personnel costs,  including  incentive  compensation
programs,  and lower legal and other  professional  fees.  These reductions were
partially offset by increased sales and marketing costs to support the Company's
European  office which was  established  during the third quarter of fiscal 2002
and a 7% increase in selling and administrative expenses at Gillam-FEI. However,
most of Gillam-FEI's  increase is attributable to the 5% average increase in the
value of the  euro to the  dollar  during  the  fiscal  2003  quarter.  Although
aggregate  selling  and  administrative  expenses  were lower in the fiscal 2003
quarter  compared to the prior year,  the Company's  20% of revenues  target was
exceeded  due to the decline in revenues  during the period ended July 31, 2002.
The  Company has taken  steps to further  reduce its selling and  administrative
expenses  in  absolute  terms and  expects to reduce the ratio of costs to sales
during the rest of the fiscal year.

Research and development  costs in the fiscal 2003 quarter decreased by $130,000
(12%) over the comparable  three-month  period ended July 31, 2001. The decrease
is primarily  attributable to the stage of development on various projects.  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  and  enhance  existing
products for the commercial  communications market. During this fiscal year, the
Company intends to introduce  Gillam-FEI's wireline  synchronization  product to
the U.S market as well as to the rest of the world.  In  addition,  the  Company
continues   to  improve   its   manufacturing   processes   and  is   developing
next-generation  products  in support  of the  cellular  network  infrastructure
markets.  Internally  generated cash and cash reserves are adequate to fund this
development effort.

Net  nonoperating  income and expense  decreased by $150,000  (34%) in the three
months ended July 31, 2002 from the comparable  fiscal 2002 quarter.  Investment
income  declined  by  $162,000  (31%) as a result  of  lower  interest  rates on
marketable  securities and $120,000 in net realized losses on certain marketable
securities.  Interest  expense  decreased  by $6,000  (8%)  while  other  income
(expense)  increased by $6,000  during the fiscal 2003  quarter  compared to the
same period of fiscal 2002. Other income (expense), net, consists principally of
certain  non-recurring  transactions  and is generally  not  significant  to net
income.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position  of $66.7  million  at July 31,  2002  which is  comparable  to working
capital at April 30, 2002. Included in working capital at July 31, 2002 is $34.1
million of cash,  cash  equivalents and marketable  securities,  including $11.7
million of REIT units which are convertible to Reckson  Associates  Realty Corp.
common stock.



<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

Net cash used in operating  activities for the three months ended July 31, 2002,
was $297,000  compared to $1.6 million  provided by operations in the comparable
fiscal 2002  quarter.  In the fiscal 2002  period,  the  Company  received  $3.0
million for reimbursement of certain legal expenses covered under directors' and
officers'  liability  insurance.  This inflow was  partially  offset by payments
against  certain  accrued  expenses,  including  income  taxes  payable  of $2.0
million.  The Company  anticipates that it will generate positive cash flow from
operating activities for the full fiscal year.

Net cash  provided by investing  activities  for the three months ended July 31,
2002,  was  $224,000.  Approximately  $463,000  was  obtained  from  the sale or
redemption of certain  marketable  securities.  These inflows were offset by the
acquisition of capital  equipment for  approximately  $231,000.  The Company may
continue to acquire or sell marketable  securities as dictated by its investment
strategies as well as by the cash  requirements for its development  activities.
The Company will  continue to acquire more  efficient  equipment to automate its
production  process and expand its capacity.  The Company  intends to spend less
than $2 million on capital  equipment during fiscal 2003.  Internally  generated
cash will be adequate to acquire this capital equipment.

Net cash used in financing  activities for the three months ended July 31, 2002,
was $1.1  million  compared  to $1.4  million  for the  comparable  fiscal  2002
quarter. Included in both fiscal quarters is payment of the Company's semiannual
dividend in the  aggregate  amount of $833,000 and  $829,000,  respectively.  In
addition,  during the fiscal  2003  quarter  the  Company  made  scheduled  debt
payments of $246,000 and acquired  additional  shares of stock for treasury at a
cost of $60,000.

At July 31, 2002, the Company's  backlog amounted to  approximately  $33 million
compared  to  the   approximately   $31  million  backlog  at  April  30,  2002.
Approximately   57%  of  the  backlog   represents  orders  for  the  commercial
communications  segment,  20% for the  Gillam-FEI  segment  and 23% for the U.S.
Government  segment.  Of this backlog,  approximately  65% is realizable  during
fiscal 2003.

                                     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 $17.2 million and $12.6 million, respectively, at July 31, 2002.
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, 2002, 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
(investment income).

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,  2002,  the amount
related to foreign currency exchange rates is a $1,883,000  unrealized gain. 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  in  local  currency  can  vary   significantly  upon
translation into US dollars if exchange rates fluctuate  significantly  from one
period to the next.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)


        "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.


                                     PART II

ITEM 1 - Legal Proceedings

A judgment  dated  September  3,  2002,  has been  entered by the United  States
District  Court for the  Eastern  District  of New York in  connection  with its
dismissal  of the  Muller  Qui Tam  Action.  With  this  action,  the  Court has
dismissed all  remaining  litigation  against the Company and its  President/CEO
originating approximately ten years ago.

The  judgment  is  based  on the  Court's  decision  on the  merits  in favor of
Frequency Electronics, Inc. and its CEO, Martin B. Bloch, dated August 23, 2002.
The judgment  preserves  all of FEI's rights to recover  costs and its causes of
action against the plaintiff and third party defendants.

For a further discussion of the Muller Qui Tam Action, reference is made to Form
10-K for the fiscal year ended April 30, 2002, filed by Registrant under Section
13 of the  Securities  Exchange Act of 1934,  which is on file at the Securities
and Exchange Commission.


ITEM 6 - Exhibits and Reports on Form 8-K

  (a) Exhibits:   A. Certification Pursuant to  18 U.S.C. Section 1350 Adopted
                     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  (b) Registrant's Form 8-K, dated April 30, 2002,  containing  disclosure under
      Item 5 thereof (arbitration settlement), was filed with the Securities and
      Exchange Commission on May 6, 2002.

  (c) Registrant's Form 8-K, dated August 22, 2002, containing  disclosure under
     Item 5 thereof (dismissal of qui tam action), was filed with the Securities
     and Exchange Commission on September 3, 2002.

..


<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 16, 2002                BY  /s/ Joseph P. Franklin
                                             ----------------------
                                              Joseph P. Franklin
                                              Chairman of the Board of Directors



Date: September 16, 2002                 BY    /s/ Alan Miller
                                             ----------------------
                                               Alan Miller
                                               Chief Financial Officer
                                               and Controller








<PAGE>


                                                                       Exhibit A


                            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,  2002 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) and
          15(d) of the Securities Exchange Act of 1934; and

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


   /s/  Martin B. Bloch                                   September 16, 2002
   --------------------
     Martin B. Bloch
     Chief Executive Officer




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,  2002 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) and
          15(d) of the Securities Exchange Act of 1934; and

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


   /s/  Alan L. Miller                                    September 16, 2002
   -------------------
     Alan L. Miller
     Chief Financial Officer