UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(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, 2005

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


                           Commission File No. 1-8061


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


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

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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of September 9, 2005 - 8,526,600



                                  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, 2005 and April 30, 2005                                3-4

     Condensed Consolidated Statements of Operations
         Three Months Ended July 31, 2005 and 2004                        5

     Condensed Consolidated Statements of Cash Flows
         Three Months Ended July 31, 2005 and 2004                        6

     Notes to Condensed Consolidated Financial Statements                7-10

 Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations                  10-14

 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                                                      15

  Signatures                                                             16

  Exhibits                                                              17-20




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

                                                     July 31,         April 30,
                                                       2005             2005
                                                       ----             ----
                                                   (UNAUDITED)        (NOTE A)
                                                          (In thousands)
ASSETS:

Current assets:
  Cash and cash equivalents                         $  3,689         $  6,701
  Marketable securities                               20,449           23,532
  Accounts receivable, net of allowance for
    doubtful accounts of $172                         13,385           12,728
  Inventories                                         23,708           22,948
  Deferred income taxes                                2,569            2,269
  Prepaid expenses and other                           1,721            1,362
                                                    --------         --------
         Total current assets                         65,521           69,540

Property, plant and equipment, at cost,
      less accumulated depreciation and
      amortization                                     6,708            6,770

Deferred income taxes                                  2,594            2,644

Cash surrender value of life insurance                 5,958            5,838

Goodwill and other Intangible assets, net                572              591

Other assets                                           3,125            2,991
                                                    --------         --------
           Total assets                             $ 84,478         $ 88,374
                                                    ========         ========


















                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                Condensed Consolidated Balance Sheets (Continued)




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

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable - trade                           $  2,253        $  1,896
  Accrued liabilities and other                         3,260           3,912
  Income taxes payable                                    511           3,184
  Dividend payable                                          -             852
                                                     --------        --------
     Total current liabilities                          6,024           9,844

Deferred compensation                                   7,883           7,812
Deferred gain and other liabilities                     1,424           1,525
                                                     --------        -------
     Total liabilities                                 15,331          19,181
                                                     --------        --------

Stockholders' equity:
  Preferred stock  - $1.00 par value                        -               -
  Common stock  -  $1.00 par value                      9,164           9,164
  Additional paid-in capital                           45,372          45,289
  Retained earnings                                    13,582          12,440
                                                     --------        --------
                                                       68,118          66,893

  Common stock reacquired and held in treasury
    -at cost, 638,340 shares at July 31, 2005
     and 646,709 shares at April 30, 2005              (2,576)         (2,601)
  Accumulated other comprehensive income                3,605           4,901
                                                     --------        --------
     Total stockholders' equity                        69,147          69,193
                                                     --------        --------
     Total liabilities and stockholders' equity      $ 84,478        $ 88,374
                                                     ========        ========














                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)

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

Net Sales                                      $11,057              $17,683
Cost of sales                                    6,960               11,905
                                               -------              -------
        Gross Margin                             4,097                5,778

Selling and administrative expenses              2,544                3,293
Research and development expense                 1,442                1,236
                                               -------              -------
        Operating profit                           111                1,249

Other income (expense):
     Investment income                           1,325                  415
     Equity in Morion (a)                          144                   54
     Interest expense                              (28)                 (78)
     Other income, net                              69                   58
                                               -------              -------
Income before minority interest and
     provision for income taxes                  1,621                1,698

Minority interest in income of
     consolidated subsidiary                         -                   19
                                               -------              -------
Income before provision for income taxes         1,621                1,679

Provision for income taxes                         479                  648
                                               -------              -------
        Net income                             $ 1,142              $ 1,031
                                               =======              =======

Net earnings per common share
        Basic                                  $  0.13              $  0.12
                                               =======              =======
        Diluted                                $  0.13              $  0.12
                                               =======              =======
Average shares outstanding
        Basic                                 8,520,020            8,434,618
                                              =========            =========
        Diluted                               8,657,340            8,646,358
                                              =========            =========





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





                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)


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

Cash flows from operating activities:
  Net income                                               $ 1,142      $ 1,031
  Non-cash charges to earnings                                (561)         533
  Net changes in other assets and liabilities               (5,315)         389
                                                           -------      -------
Net cash (used in) provided by operating activities         (4,734)       1,953
                                                           -------      -------

Cash flows from investing activities:
  Proceeds from sale of marketable securities                6,256          500
  Purchase of marketable securities                         (2,879)      (2,240)
  Other - net                                                 (520)        (257)
                                                           -------      -------
Net cash provided by (used in) investing activities          2,857       (1,997)
                                                           -------      -------

Cash flows from financing activities:
   Payment of cash dividend                                   (852)        (843)
   Payment on long-term obligations                              -       (1,442)
   Other - net                                                   -           60
                                                           -------      -------
Net cash (used in) provided by financing activities           (852)      (2,225)
                                                           -------      -------

Net decrease in cash and cash equivalents
   before effect of exchange rate changes                   (2,729)      (2,269)

Effect of exchange rate changes
   on cash and cash equivalents                               (283)          (8)
                                                           -------      -------

   Net decrease in cash                                     (3,012)      (2,277)

   Cash at beginning of period                               6,701        5,699
                                                           -------      -------

   Cash at end of period                                   $ 3,689      $ 3,422
                                                           =======      =======







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









                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, 2005 and the results of its  operations and cash flows for the three
months ended July 31, 2005 and 2004. The April 30, 2005  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, 2005 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
                                          2005                    2004
                                          ----                    ----
  Basic EPS Shares outstanding
    (weighted average)                  8,520,020              8,434,618
  Effect of Dilutive Securities           137,320                211,740
                                        ---------              ---------
  Diluted EPS Shares outstanding        8,657,340              8,646,358
                                        =========              =========

     Options  to  purchase  570,550  and  231,750  shares of common  stock  were
outstanding during the three months ended July 31, 2005 and 2004,  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,  2005  include  costs  and
estimated earnings in excess of billings on uncompleted  contracts accounted for
on  the  percentage  of  completion  basis  of   approximately   $3,334,000  and
$4,138,000, 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  $4,252,000  and
$4,289,000  at  July  31  and  April  30,  2005,  respectively,  consist  of the
following:

                                              July 31, 2005      April 30, 2005
                                              -------------      --------------
                                                       (In thousands)

   Raw materials and Component parts            $10,646              $10,353
   Work in progress and Finished goods           13,062               12,595
                                                -------              -------
                                                $23,708              $22,948
                                                =======              =======


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - -COMPREHENSIVE INCOME

     For the three  months  ended  July 31,  2005 total  comprehensive  loss was
($154,000)  and for the three months ended July 31,  2004,  total  comprehensive
income was  $1,980,000.  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  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 Company's Belgian subsidiary primarily sells 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,
                                                  2005              2004
                                                  ----              ----
  Net sales:
    Commercial Communications                   $ 4,969            $11,313
    U.S. Government                               1,887              1,741
    Gillam-FEI                                    2,215              2,740
    FEI-Zyfer                                     2,445              2,034
    less intercompany sales                        (459)              (145)
                                                -------            -------
       Consolidated Sales                       $11,057            $17,683
                                                =======            =======
  Operating profit (loss):
    Commercial Communications                    $  434            $ 1,964
    U.S. Government                                (500)               (80)
    Gillam-FEI                                      (66)              (497)
    FEI-Zyfer                                       333                (38)
    Corporate                                       (90)              (100)
                                                 ------            -------
       Consolidated Operating Profit             $  111            $ 1,249
                                                 ======            =======

                                             July 31, 2005      April 30, 2005
  Identifiable assets:
    Commercial Communications                   $27,783            $26,261
    U.S. Government                               5,746              6,245
    Gillam-FEI                                   14,123             13,877
    FEI-Zyfer                                     5,717              4,796
    less intercompany balances                  (10,663)            (9,892)
    Corporate                                    41,772             47,087
                                                -------            -------
       Consolidated Identifiable Assets         $84,478            $88,374
                                                =======            =======


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE G - EQUITY-BASED COMPENSATION

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

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

                                                Three months ended July 31
                                                2005                 2004
                                                ----                 ----
                                           (In thousands except per share data)
 Net Income, as reported                       $1,142                $1,031
 Cost of stock options, net of tax                (93)                 (195)
                                               ------                ------
 Net Income - pro forma                        $1,049                $  836
                                               ======                ======

 Earnings per share, as reported:
    Basic                                       $ 0.13              $ 0.12
                                                ======              ======
    Diluted                                     $ 0.13              $ 0.11
                                                ======              ======
 Earnings per share- pro forma
    Basic                                       $ 0.12              $ 0.10
                                                ======              ======
    Diluted                                     $ 0.12              $ 0.10
                                                ======              ======

     The weighted  average  fair value of each option has been  estimated on the
date of grant using the  Black-Scholes  options pricing model with the following
weighted  average  assumptions  used for  grants in fiscal  years 2006 and 2005:
dividend yield of 1.83%;  expected volatility of 59%; risk free interest rate of
3.9%; and expected lives of six and one-half years.

NOTE H - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In November  2004,  the FASB issued  Statement No. 151  "Inventory  Costs."
("FAS 151") This statement amends  Accounting  Research Bulletin No. 43, Chapter
4,  "Inventory  Pricing"  and removes  the "so  abnormal"  criterion  that under
certain  circumstances  could have led to the capitalization of these items. FAS
151 requires that idle facility  expense,  excess  spoilage,  double freight and
re-handling costs be recognized as current-period  charges regardless of whether
they meet the criterion of "so abnormal." FAS 151 also requires that  allocation
of fixed production overhead expenses to the costs of conversion be based on the
normal capacity of the production  facilities.  The provisions of this statement
are effective for fiscal years beginning after June 15, 2005; i.e.,  fiscal year
2007 for the Company. The adoption of FAS 151 is not expected to have a material
impact on the Company's financial position or results of operations.

     In  December  2004,  the FASB issued  Statement  No.  123(R),  "Stock-Based
Payment" ("FAS 123(R)").  FAS 123(R) supercedes APB Opinion No. 25,  "Accounting
for Stock  Issued to  Employees,"  and  amends FAS No.  95,  "Statement  of Cash
Flows."  Generally,  the  approach  in FAS  123(R) is  similar  to the  approach
described in FAS 123. FAS 123(R)  establishes  standards for the  accounting for
transactions  in which an entity  exchanges its equity  instruments for goods or
services.  This statement  focuses  primarily on accounting for  transactions in
which an entity obtains employee services in share-based  payment  transactions.
FAS 123(R) requires that the fair value of such equity instruments be recognized
as an expense in the historical  financial statements as services are performed.
Prior to FAS 123(R), only certain pro forma disclosures of fair value were


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

required.  The  provisions  of this  statement  are  effective  for fiscal years
beginning  after June 15,  2005;  i.e.,  fiscal year 2007 for the  Company.  The
adoption of FAS 123(R) will have an impact on the Company's  financial  position
and  results  of  operations   similar  to  the  pro  forma  disclosure  in  the
Equity-based Compensation disclosure in Note G.

     In  December  2004,  the  FASB  issued  Statement  No.  153,  "Exchange  of
Non-monetary  Assets",  ("FAS 153") an amendment of Accounting  Principles Board
Opinion No. 29 ("APB 29"),  which  differed  from the  International  Accounting
Standards  Board's  ("IASB")  method of  accounting  for  exchanges  of  similar
productive assets. FAS 153 replaces the exception from fair value measurement in
APB 29, with a general  exception from fair value  measurement  for exchanges of
non-monetary assets that do not have commercial  substance.  The statement is to
be applied  prospectively  and is effective  for  non-monetary  asset  exchanges
occurring in fiscal periods  beginning after June 15, 2005; i.e., August 1, 2005
for the  Company.  The  adoption  of FAS 153 is not  expected to have a material
impact on the Company's financial position or result of operations.

     In May 2005,  the FASB issued  Statement No. 154,  "Accounting  Changes and
Error  Corrections - a replacement  of APB Opinion No. 20 and FASB Statement No.
3." ("FAS  154") This  Statement  requires  retrospective  application  to prior
period financial statements of a voluntary change in accounting principle unless
it is  impracticable  and is effective for fiscal years beginning after December
15, 2005.  Previously,  most  voluntary  changes in  accounting  principle  were
recognized by including in net income of the period of the change the cumulative
effect of changing to the new accounting principle. The Company will comply with
the  provisions  of  FAS  154  although  the  impact  of  such  adoption  is not
determinable at this time.

                                     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, 2005
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



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

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.

      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 2006
and 2005 the percentage of consolidated  net sales  represented by certain items
in the Company's consolidated statements of operations:
                                                Three months ended July 31,
                                                  2005              2004
                                                  ----              ----
  Net Sales (exclusive of intercompany sales)
     Commercial Communications                    40.8%             63.2%
     U.S. Government                              17.1               9.8
     Gillam-FEI                                   20.0              15.5
     FEI-Zyfer                                    22.1              11.5
                                                 -----             -----
                                                 100.0             100.0
  Cost of Sales                                   63.0              67.3
                                                 -----             -----
                             Gross Margin         37.0              32.7
  Selling and administrative expenses             23.0              18.6
  Research and development expenses               13.0               7.0
                                                 -----             -----
                         Operating Profit          1.0               7.1

  Other income, net & Minority interest           13.6               2.4
                                                 -----             -----
  Pretax Income                                   14.6               9.5
  Provision for income taxes                       4.3               3.7
                                                 -----             -----
                               Net Income         10.3%              5.8%
                                                 =====             =====



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     For the three months ended July 31, 2005, the operating  profit of $111,000
decreased by $1.1 million from the operating profit of $1.2 million for the same
period ended July 31, 2004. The decline in operating  profits is principally the
result of the 37% decrease in revenues which was offset by improved gross margin
and lower selling and  administrative  expenses,  as discussed below. Net income
for the first  quarter of fiscal  year 2006 was $1.1  million,  an  increase  of
$111,000  over net income of $1.0 million  reported in the same period of fiscal
year 2005.  During the fiscal year 2006 period the Company realized a gain of $1
million on the sale of certain marketable securities that were obtained upon the
conversion of its REIT units for the common stock of Reckson  Associates  Realty
Corp.  ("REIT  stock")  (Refer to Item 2 of the Company's  fiscal year 2005 Form
10-K as filed with the Securities and Exchange Commission.)

     Net sales for the three  months  ended  July 31,  2005,  decreased  by $6.6
million  (37%) from the same period of fiscal year 2005. On a segment by segment
basis,  the comparison of revenues for the fiscal quarter ended July 31, 2005 to
the first quarter of fiscal year 2005 were as follows: Commercial Communications
revenues  decreased by $6.3 million (56%); US Government  revenues  increased by
$146,000 (8%);  Gillam-FEI  revenues  decreased by $525,000 (19%); and FEI-Zyfer
revenues  increased by $411,000 (20%).  The Commercial  Communications  revenues
reflect  reduced  capital  spending in the wireless  infrastructure  industry as
end-users  continued  to  delay  deployment  of  next-generation  cellular  base
stations.  US  Government  segment  revenues  were up  modestly  as the  Company
continued  work on  several  developmental,  pre-production  programs  under  US
Government    contracts.    Gillam-FEI   revenues   reflect   the   decline   in
telecommunications infrastructure spending in Europe. Revenues for the FEI-Zyfer
segment reflect continued improved performance for this subsidiary.  The Company
expects  revenues to improve  over the balance of the fiscal year as a result of
additional  new  bookings,  principally  in the  commercial  satellite  and U.S.
Government   industries,   as   well   as   increased   capital   spending   for
telecommunication infrastructures.

     Gross margin  rates for the three  months ended July 31, 2005,  improved to
37.1% from 32.7% in the same  period of fiscal  year 2005.  The  improvement  is
attributable  to  product  mix,  with  the  Gillam-FEI  segment  in  particular,
realizing a higher margin on certain of its network monitoring  programs.  Gross
margin rates are lower than the Company's  target of 40% because the lower sales
volume is  insufficient  to  absorb  all of the fixed  overhead  costs.  With an
increase in sales,  the Company expects to realize  improving gross margin rates
in future periods.

     Selling and administrative  costs for the three months ended July 31, 2005,
decreased  by $749,000  (23%) over the same period of fiscal year 2005.  Most of
the  decrease is  attributable  to  decreased  personnel  costs both in terms of
reduced headcount as well as smaller accruals for incentive  compensation  plans
due to lower  profits.  Additional  decreases  were  experienced  in selling and
marketing  expenses,  including lower sales commissions as a result of decreased
sales and lower  European-area  marketing costs as the Company  consolidated its
efforts into its Gillam-FEI subsidiary.  The ratio of selling and administrative
costs to net sales for the first  quarter  of fiscal  year 2006 was 23% which is
greater than the  Company's  target  ratio of under 20% of revenues.  The higher
than  targeted  cost ratio is primarily  due to the revenue  level in the fiscal
year 2006  quarter.  In the  comparable  fiscal year 2005  period,  the ratio of
selling  and  administrative  costs to revenues  was 19%. In future  quarters of
fiscal year 2006,  as revenues  increase  from the  current  level,  the Company
expects to achieve its targeted ratio of costs to net sales.

     Research and  development  spending in the three months ended July 31, 2005
increased by $206,000 (17%) over the  comparable  period ended July 31, 2004. In
the prior year fiscal  quarter,  the lower level of spending  reflected the fact
that certain  developmental  resources were 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
were reflected in cost of sales rather than in research and development expense.
With the completion of certain of the  developmental  programs during the latter
portion of fiscal year 2005,  those  resources are now being applied to internal
programs.  During fiscal year 2006, the Company will make additional investments
in  developing  manufacturing  process  improvements  for its new US5G  wireline
synchronization  product;  improving and  miniaturizing  rubidium atomic clocks,
developing  new  GPS-based  synchronization  products and further  enhancing the
capabilities of its line of crystal  oscillators.  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


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)


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 increased by $1.1 million (236%) in the
three month  period  ended July 31,  2005  compared to the same period of fiscal
year 2005.  Investment  income  increased  by $910,000  (219%)  during the first
quarter of fiscal year 2006 compared to the same period of fiscal year 2005. The
increase is due to the realized gain of  approximately  $1.0 million recorded on
the sale of a portion  of the shares of REIT stock  which were  obtained  during
fiscal  year 2005 upon the  conversion  of  certain  REIT  units  related to the
Company's fiscal year 1998 sale and leaseback of its headquarters building.

     Also  included  in  nonoperating  income is equity  income in Morion,  Inc.
During  the second  quarter  of fiscal  year 2005,  the  Company  increased  its
ownership interest in Morion to 36% of Morion's outstanding shares. Accordingly,
the Company  changed its method of accounting from the cost to the equity method
and  restated  prior  year  financial  statements  to  reflect  the  appropriate
accounting  method. The restated equity income from Morion for the first quarter
of fiscal year 2005 is $54,000 as compared  to  $144,000  for the quarter  ended
July 31,  2005.  The increase of $90,000  (167%) is primarily  the result of the
Company's  increased  ownership  interest from 19% at July 31, 2004 to 36% as of
July 31, 2005.

     For the three month period ended July 31, 2005,  interest expense decreased
by $50,000 (64%) compared to the same period of fiscal year 2005.  This decrease
resulted from the repayment of the Company's line of credit by the end of fiscal
year 2005 as well as the  conversion  of its REIT units to REIT stock the impact
of which is explained in the next paragraph.

     Under the provisions of sale and leaseback accounting, until the REIT units
were  converted,   the  Company's  lease  was  accounted  for  as  a  financing.
Accordingly,  a portion of its prior year annual rent payments  were  considered
interest  expense.  For fiscal year 2006,  the Company will no longer  recognize
interest  expense but the entire lease  payment will be charged to rent expense.
In  addition,  under the caption  "Other,  net" the Company will  recognize  the
remaining deferred gain from the sale and leaseback transaction. For the quarter
ended July 31, 2005, the amount of deferred gain recognized was $88,000.  In the
year-ago period, Other, net consisted primarily of a governmental grant received
by the Company's  French  subsidiary.  Other income and expense  items  included
under this caption are  nonrecurring and generally are not significant to pretax
earnings.

     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. The effective rate is impacted by the income
or loss of certain of the Company's  European and Asian  subsidiaries  which are
currently  not taxed.  In addition,  the Company  utilizes the  availability  of
research and development tax credits in the United States to lower its tax rate.
The  Company's   European   subsidiaries   have  available  net  operating  loss
carryforwards of approximately $2.4 million to offset future taxable income.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position of $59 million at July 31, 2005, which is comparable to working capital
at April 30, 2005. Included in working capital at July 31, 2005 is $24.1 million
of cash, cash equivalents and marketable securities. The Company's current ratio
at July 31, 2005 is 10.9 to 1.

     For the three months ended July 31, 2005,  the Company used $4.7 million in
cash from operating  activities  compared to $1.9 million provided by operations
in the comparable  fiscal year 2005 period.  This  significant  decrease in cash
flows is due primarily to the payment of income taxes related to the  investment
gains realized in the prior fiscal year as well as increases in the value of the
Company's accounts receivable and inventory.  For the full fiscal year 2006, the
Company expects to generate positive cash flow from operating activities.



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     Net cash provided by investing  activities  for the three months ended July
31,  2005,  was $2.9  million  compared to a use of cash of $2.0 million for the
same period of fiscal year 2005.  The  principal  source of cash was the sale or
redemption of certain  marketable  securities  aggregating $3.4 million,  net of
purchases  of  other  marketable   securities.   The  redemption  of  marketable
securities was primarily to pay the corporate  income taxes mentioned above. The
Company also acquired capital equipment for approximately  $520,000. 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 2006.  Internally  generated cash will
be adequate to acquire this capital equipment.

     Net cash used in financing  activities  for the three months ended July 31,
2005, was $852,000  compared to cash used in financing  activities in the amount
of $2.2 million during the comparable fiscal year 2005 period.  Included in both
fiscal periods is payment of the Company's  semiannual dividend in the amount of
$852,000 and $843,000,  respectively.  During the fiscal year 2005 quarter,  the
Company repaid $1.4 million of certain debt obligations.

     The Company has been  authorized by its Board of Directors to repurchase up
to $5  million  worth of  shares  of its  common  stock  for  treasury  whenever
appropriate  opportunities arise but it has neither a formal repurchase plan nor
commitments  to purchase  additional  shares in the  future.  During the quarter
ended July 31,  2005,  the Company did not acquire any shares of its stock under
this authorization.

     The  Company  will  continue  to expend  resources  to develop  and improve
products  for  wireless  and wireline  communication  systems  which  management
believes will result in future growth and continued profitability. During fiscal
year 2006, the Company  intends to make a substantial  investment of capital and
technical  resources  to  develop  new  products  to meet the  needs of the U.S.
Government,  commercial space and commercial communications  marketplaces and to
invest in more efficient  product designs and  manufacturing  procedures.  Where
possible,  the Company will secure partial customer funding for such development
efforts but is targeting to spend its own funds at a rate of  approximately  10%
of revenues to achieve its development goals.  Internally generated cash will be
adequate to fund these development efforts.



     At July 31, 2005,  the  Company's  backlog  amounted to  approximately  $31
million similar to the backlog at April 30, 2005. 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.  The Company's  investments in fixed income and
equity securities were $16.9 million and $3.5 million, respectively, at July 31,
2005. The investments are carried at fair value with changes in unrealized gains
and losses recorded as adjustments to  stockholders'  equity.  The fair value of
investments in marketable securities is generally based on quoted market prices.
Typically,  the fair market value of  investments  in fixed  interest  rate debt
securities  will increase as interest  rates fall and decrease as interest rates
rise. Based on the Company's  overall interest rate exposure at July 31, 2005, a
10% change in market interest rates would not have a material effect on the fair
value of the Company's fixed income securities or results of operations.

Foreign Currency Risk
---------------------
     The Company is subject to foreign  currency  translation  risk. The Company
does not have any near-term intentions to repatriate invested cash in any of its
foreign-based  subsidiaries.  For this  reason,  the Company  does not intend to
initiate any exchange  rate hedging  strategies  which could be used to mitigate
the effects of foreign  currency  fluctuations.  The effects of foreign currency
rate fluctuations will be recorded in the equity section of the balance sheet as
a component  of other  comprehensive  income.  As of July 31,  2005,  the amount
related to foreign currency exchange rates is a $3,115,000 unrealized gain.

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     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

     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.



<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, 2005              BY   /s/   Alan Miller
                                        ---------------------------
                                            Alan Miller
                                            Chief Financial Officer
                                            and Controller




<PAGE>

                                                                    Exhibit 31.1

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

Certification of CEO

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

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

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

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

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

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

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

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

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the 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, 2005
  --------------------------
     Martin B. Bloch
     Chief Executive Officer



<PAGE>


Exhibit 31.2

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

Certification of CFO

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

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

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

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

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

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

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

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

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

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

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

  /s/   Alan L. Miller                                 September 14, 2005
  ---------------------------
     Alan L. Miller
     Chief Financial Officer





<PAGE>


                                                                    Exhibit 32.1

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


Certification of CEO

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

(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, 2005
  ------------------------------
     Martin B. Bloch
     Chief Executive Officer



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


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





<PAGE>


                                                                    Exhibit 32.2

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


Certification of CFO

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

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

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


  /s/   Alan L. Miller                                   September 14, 2005
  --------------------------
     Alan L. Miller
     Chief Financial Officer



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


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