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 October 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 December 9, 2005 - 8,538,515



                                  Page 1 of 23




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX


Part I.  Financial Information:                                      Page No.

  Item 1 - Financial Statements:

      Condensed Consolidated Balance Sheets -
          October 31, 2005 and April 30, 2005                           3-4

      Condensed Consolidated Statements of Operations
          Six Months Ended October 31, 2005 and 2004                     5

      Condensed Consolidated Statements of Operations
          Three Months Ended October 31, 2005 and 2004                   6

      Condensed Consolidated Statements of Cash Flows
          Six Months Ended October 31, 2005 and 2004                     7

      Notes to Condensed Consolidated Financial Statements             8-11

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations                11-17

  Item 3- Quantitative and Qualitative Disclosures about Market Risk    17

  Item 4- Controls and Procedures                                       17


Part II.  Other Information:

  Items 1, 2, 3 and 5 are omitted because they are not applicable

  Item 4 - Results of votes of security holders                         18

  Item 6 - Exhibits                                                     18

  Signatures                                                            19

  Exhibits                                                             20-23


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Condensed Consolidated Balance Sheets



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

Current assets:

  Cash and cash equivalents                             $  6,812      $  6,701

  Marketable securities                                   19,777        23,532

  Accounts receivable, net of allowance for doubtful
     accounts of $172                                     12,574        12,728

  Inventories                                             23,159        22,948

  Deferred income taxes                                    3,002         2,269

  Prepaid expenses and other                                 895         1,362
                                                        --------      --------

         Total current assets                             66,219        69,540

Property, plant and equipment, at cost,
  less accumulated depreciation and
  amortization                                             6,340         6,770

Deferred income taxes                                      2,454         2,644

Cash surrender value of life insurance                     6,078         5,838

Goodwill and other Intangible assets, net                    551           591

Other assets                                               3,235         2,991
                                                        --------      --------

         Total assets                                   $ 84,877      $ 88,374
                                                        ========      ========





                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Condensed Consolidated Balance Sheets (Continued)




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

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable - trade                           $  1,728         $  1,896
  Accrued liabilities and other                         3,093            3,912
  Income taxes payable                                    712            3,184
  Dividend payable                                        854              852
                                                     --------         --------
        Total current liabilities                       6,387            9,844

Deferred compensation                                   7,952            7,812
Deferred gain and other liabilities                     1,207            1,525
                                                     --------         --------

              Total liabilities                        15,546           19,181
                                                     --------         --------

Stockholders' equity:
  Preferred stock  - $1.00 par value                        -                -
  Common stock  -  $1.00 par value                      9,164            9,164
  Additional paid-in capital                           45,462           45,289
  Retained earnings                                    14,060           12,440
                                                     --------         --------
                                                       68,686           66,893

  Common stock reacquired and held in treasury
   -at cost, 625,424 shares at October 31, 2005
    and 646,709 shares at April 30, 2005               (2,537)          (2,601)
  Accumulated other comprehensive income                3,182            4,901
                                                     --------         --------
            Total stockholders' equity                 69,331           69,193
                                                     --------         --------

      Total liabilities and stockholders' equity     $ 84,877         $ 88,374
                                                     ========         ========






                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                          Six Months Ended October 31,
                                   (Unaudited)

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

Net sales                                           $22,556         $32,045
Cost of sales                                        14,361          21,008
                                                    -------         -------
        Gross margin                                  8,195          11,037

Selling and administrative expenses                   5,077           6,188
Research and development expenses                     2,951           2,825
                                                    -------         -------

        Operating profit                                167           2,024

Other income (expense):
     Investment income                                2,666             829
     Equity in Morion                                   229             128
     Interest expense                                   (59)           (150)
     Other income, net                                  767              57
                                                    -------         -------

Income before minority interest and
     provision for income taxes                       3,770           2,888

Minority interest in loss of
     consolidated subsidiary                              -              (1)
                                                    -------         -------

Income before provision for income taxes              3,770           2,889

Provision for income taxes                            1,296           1,000
                                                    -------         -------

        Net income                                  $ 2,474         $ 1,889
                                                    =======         =======


Net income per common share
        Basic                                       $ 0.29          $ 0.22
                                                    ======          ======
        Diluted                                     $ 0.29          $ 0.22
                                                    ======          ======

Average shares outstanding
        Basic                                     8,525,629       8,460,881
                                                  =========       =========
        Diluted                                   8,665,810       8,660,079
                                                  =========       =========





                See accompanying notes to consolidated condensed
                             financial statements.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                         Three Months Ended October 31,
                                   (Unaudited)

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


Net sales                                          $11,499          $14,362
Cost of sales                                        7,401            9,103
                                                   -------          -------
        Gross margin                                 4,098            5,259

Selling and administrative expenses                  2,533            2,895
Research and development expense                     1,509            1,589
                                                   -------          -------
        Operating profit                                56              775

Other income (expense):
     Investment income                               1,341              414
     Equity in Morion                                   85               70
     Interest expense                                  (31)             (72)
     Other income (expense), net                       698               (1)
                                                   -------          -------
Income before minority interest and
     provision for income taxes                      2,149            1,186

Minority interest in loss of
     consolidated subsidiary                             -              (20)
                                                   -------          -------

Income before provision for income taxes             2,149            1,206

Provision for income taxes                             817              352
                                                   -------          -------

        Net income                                 $ 1,332          $   854
                                                   =======          =======

Net income per common share
        Basic                                      $ 0.16           $ 0.10
                                                   ======           ======
        Diluted                                    $ 0.15           $ 0.10
                                                   ======           ======
Average shares outstanding
        Basic                                    8,531,238        8,487,145
                                                 =========        =========
        Diluted                                  8,674,280        8,666,792
                                                 =========        =========




                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                          Six Months Ended October 31,
                                   (Unaudited)


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

Cash flows from operating activities:
  Net income                                             $ 2,474        $ 1,889
  Non-cash (income) charges to earnings, net              (1,512)         1,731
  Net changes in other assets and liabilities             (2,863)          (759)
                                                         -------        -------
Net cash (used in) provided by operating activities       (1,901)         2,861
                                                         -------        -------
Cash flows from investing activities:
  Payment for acquisition                                   (103)          (830)
  Proceeds from sale of marketable securities             12,568          1,000
  Purchase of marketable securities                       (8,802)        (2,272)
  Purchase of fixed assets                                  (933)          (869)
  Other - net                                                  -             68
                                                         -------        -------
Net cash provided by (used in) investing activities        2,730         (2,903)
                                                         -------        -------
Cash flows from financing activities:
  Proceeds from short-term credit obligations                  -             22
  Payment of cash dividend                                  (852)          (843)
  Payment on long-term obligations                             -         (1,864)
  Other - net                                                 21             74
                                                         -------        -------
Net cash used in financing activities                       (831)        (2,611)
                                                         -------        -------
Net decrease in cash and cash equivalents
  before effect of exchange rate changes                      (2)        (2,653)

Effect of exchange rate changes
  on cash and cash equivalents                               113             13
                                                         -------        -------

   Net increase (decrease) in cash                           111         (2,640)

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

   Cash at end of period                                 $ 6,812        $ 3,059
                                                         =======        =======














                            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 October 31, 2005 and the results of its operations and cash flows for the six
and three months ended October 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:

                                         Six months             Three months
                                         ----------             ------------
                                               Periods ended October 31,
                                     2005         2004        2005        2004
                                     ----         ----        ----        ----
Basic EPS Shares outstanding
  (weighted average)              8,525,629    8,460,881   8,531,238   8,487,145
Effect of Dilutive Securities       140,181      199,198     143,042     179,647
                                  ---------    ---------   ---------   ---------
Diluted EPS Shares outstanding    8,665,810    8,660,079   8,674,280   8,666,792
                                  =========    =========   =========   =========

 Outstanding Options excluded ***   570,550      411,750     570,550     471,750
                                    -------      -------     -------     -------

     *** The exercise  price of these  outstanding  options was greater than the
average  market price of the  Company's  common  shares during the six and three
month  periods  ended  October 31, 2005 and 2004.  Since their  inclusion in the
computation  of earnings per share would have been  antidilutive,  these options
are excluded from such computation.

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at October 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   $3,039,000  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  October  31 and April 30,  2005,  respectively,  consist  of the
following:

                                         October 31, 2005      April 30, 2005
                                                    (In thousands)
   Raw materials and Component parts         $10,745              $10,353
   Work in progress                           12,414               12,595
                                             -------              -------
                                             $23,159              $22,948
                                             =======              =======

NOTE E- RELATED PARTY TRANSACTION

     During the quarter ended  October 31, 2005,  the Company sold the remaining
building formerly owned by its French subsidiary to the president of Gillam-FEI.
The sale price of the building was approximately  $990,000 and was based upon an
independent  appraisal  of the  building.  The  Company  recognized  a  gain  of
approximately $680,000 on the sale.



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

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):
                                       Six months               Three months
                                              Periods ended October 31,
                                   2005          2004         2005        2004
                                   ----          ----         ----        ----
Net sales:
  Commercial Communications      $10,875       $20,121      $ 5,906     $ 8,807
  U.S. Government                  3,704         3,315        1,817       1,574
  Gillam-FEI                       4,059**       5,032        1,844**     2,292
  FEI-Zyfer                        5,132         4,177        2,687       2,143
  less intersegment sales         (1,214)**       (600)        (755)**     (454)
                                 -------       -------      -------     -------
  Consolidated sales             $22,556       $32,045      $11,499     $14,362
                                 =======       =======      =======     =======

Operating profit (loss):
  Commercial Communications       $  890**      $3,411       $  456**    $1,447
  U.S. Government                   (684)         (399)        (184)       (319)
  Gillam-FEI                        (428)**       (839)        (362)**     (342)
  FEI-Zyfer                          715           120          382         158
  Corporate                         (326)         (269)        (236)       (169)
                                  ------        ------       ------      ------
  Consolidated operating profit   $  167        $2,024       $   56      $  775
                                  ======        ======       ======      ======

          **   For the six and three  month  periods  ended  October  31,  2005,
               includes  Gillam-FEI   intersegment  sales  of  $372,000  to  the
               Commercial  Communications  segment for development of a wireline
               synchronization  product for ultimate  production and sale in the
               U.S. This amount was recorded as research and development expense
               of the Commercial Communications segment. In the fiscal year 2006
               periods,  these transactions  resulted in lower operating profits
               in the Commercial Communications segment and reduced the reported
               operating loss in the Gillam-FEI segment.

                                          October 31, 2005      April 30, 2005
                                          ----------------      --------------
Identifiable assets:
  Commercial Communications                   $27,025              $26,261
  U.S. Government                               5,962                6,245
  Gillam-FEI                                   11,956               13,877
  FEI-Zyfer                                     4,994                4,796
  less intercompany balances                   (9,343)              (9,892)
  Corporate                                    44,283               47,087
                                              -------              -------
  Consolidated Identifiable Assets            $84,877              $88,374
                                              =======              =======


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE G - -COMPREHENSIVE INCOME

     For the six months  ended  October  31,  2005 and 2004 total  comprehensive
income  was  $755,000  and  $3,809,000,  respectively.  Comprehensive  income is
composed  of net  income  or loss for the  period  plus the  impact  of  foreign
currency  translation  adjustments and the change in the valuation  allowance on
marketable securities.

NOTE H - EQUITY-BASED COMPENSATION

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

     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:

                                        Six months              Three months
                                             Periods ended October 31,
                                      2005       2004         2005        2004
                                      ----       ----         ----        ----
                                         (In thousands except per share data)
Net income, as reported             $ 2,474    $ 1,889      $ 1,332      $  854
Cost of stock options, net of tax      (146)      (341)         (93)       (145)
                                    -------    -------      -------      ------
Net income - pro forma              $ 2,328    $ 1,548      $ 1,239      $  709
                                    =======    =======      =======      ======

Earnings per share, as reported:
   Basic                             $ 0.29     $  0.22      $ 0.16      $ 0.10
                                     ======     =======      ======      ======
   Diluted                           $ 0.29     $  0.22      $ 0.15      $ 0.10
                                     ======     =======      ======      ======
Earnings per share- pro forma
   Basic                             $ 0.27     $  0.18      $ 0.15      $ 0.08
                                     ======     =======      ======      ======
   Diluted                           $ 0.27     $  0.18      $ 0.14      $ 0.08
                                     ======     =======      ======      ======

     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 I - 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.


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     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
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.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

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
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.



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

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:

                                              Six months         Three months
                                                  Periods ended October 31,
                                           2005      2004       2005      2004
                                           ----      ----       ----      ----
Net Sales
   Commercial Communications               48.2%     62.8%      51.4%     61.3%
   U.S. Government                         16.4      10.3       15.8      11.0
   Gillam-FEI                              18.0      15.7       16.0      16.0
   FEI-Zyfer                               22.8      13.0       23.4      14.9
   Less intersegment sales                 (5.4)     (1.8)      (6.6)     (3.2)
                                          -----     -----      -----     -----
                                          100.0     100.0      100.0     100.0
Cost of Sales                              63.7      65.6       64.4      63.4
                                          -----     -----      -----     -----
                       Gross Margin        36.3      34.4       35.6      36.6
Selling and administrative expenses        22.5      19.3       22.0      20.1
Research and development expenses          13.1       8.8       13.1      11.1
                                          -----     -----      -----     -----
                   Operating Profit         0.7       6.3        0.5       5.4

Other income, net & Minority interest      16.1       2.7       18.3       3.0
                                          -----     -----      -----     -----
Pretax Income                              16.8       9.0       18.8       8.4
Provision for income taxes                  5.8       3.1        7.1       2.5
                                          -----     -----      -----     -----
                         Net Income        11.0%      5.9%      11.7%      5.9%
                                          =====     =====      =====     =====

   (Note: All dollar amounts in following tables are in thousands, except Net
                          Sales which are in millions)

Operating Profit
----------------
                Six months                              Three months
                            Periods ended October 31,
      2005       2004       Change             2005       2004       Change
      ----       ----       ------             ----       ----       ------
      $167     $2,024  ($1,857)  (92%)          $56       $775    ($719)  (93%)

     The decline in operating profits for the six and three months ended October
31, 2005  compared  to the same  periods of fiscal  year 2005 is  primarily  the
result of the 30% and 20%  decrease in revenues  in the  respective  fiscal year
2006 periods.  These declines were partially offset by improved gross margin and
lower selling and administrative expenses and research and development spending,
as discussed below.

Net income
----------
               Six months                              Three months
                              Periods ended October 31,
       2005      2004       Change              2005        2004       Change
       ----      ----       ------              ----        ----       ------
     $2,474    $1,889     $585   31%          $1,332        $854     $478   56%

     During the six and three month periods ended October 31, 2005,  the Company
realized  gains of $2.1 million and $1.1 million,  respectively,  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.) In addition, in the same periods of fiscal
year 2006, the Company recorded a gain of approximately  $680,000 on the sale of
real property as discussed in Note E to the financial statements.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Net sales                         (in millions)
---------
<TABLE>
<CAPTION>
                                     Six months                       Three months
                                                Periods ended October 31,
        Segment              2005      2004       Change         2005      2004       Change
        -------              ----      ----       ------         ----      ----       ------
<S>                         <C>       <C>     <C>     <C>       <C>       <C>     <C>     <C>
Commercial Communications   $10.9     $20.1   ($9.2)  (46%)     $ 5.9     $ 8.8   ($2.9)  (33%)
Gillam-FEI                    4.1       5.0    (1.0)  (19%)       1.8       2.3    (0.5)  (20%)
US Government                 3.7       3.3     0.4    12%        1.8       1.6     0.2    15%
FEI-Zyfer                     5.1       4.2     1.0    23%        2.7       2.1     0.6    25%
Intersegment sales           (1.2)     (0.6)   (0.6)             (0.7)     (0.4)   (0.3)
                            -----     -----   -----             -----     -----   -----
                            $22.6     $32.0   ($9.4)  (30%)     $11.5     $14.4   ($2.9)  (20%)
                            =====     =====   =====             =====     =====   =====
</TABLE>

     The decline in revenue for the six and three month  periods  ended  October
31, 2005  compared to the same periods of fiscal year 2005 are  principally  the
result of reduced capital  spending in the wireless  infrastructure  industry as
end-users  continued  to  delay  deployment  of  next-generation  cellular  base
stations.   This  reduction   directly   impacted  revenues  in  the  Commercial
Communications segment.  Reduced  telecommunications  infrastructure spending in
Europe similarly  impacted the Gillam-FEI  segment.  These revenue declines were
partially offset by increased  revenues  derived from US Government  programs as
the Company  continued work on several  developmental,  pre-production  programs
under US Government  contracts.  The Company's FEI-Zyfer segment,  which derives
approximately  two-thirds  of its revenues  from  government  sources,  also saw
revenues  increase with  increased US  Government  buying.  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
------------
                    Six months                        Three months
                                Periods ended October 31,
            2005      2004       Change         2005      2004       Change
            ----      ----       ------         ----      ----       ------
           $8,195   $11,037  ($2,842) (26%)    $4,098    $5,259  ($1,161) (22%)

 GM Rate    36.3%     34.4%                     35.6%     36.6%

     The decline in gross margins for the six and three months ended October 31,
2005,  compared to the same periods of fiscal year 2005, are almost entirely due
to the decrease in  revenues.  Variations  in gross  margin rates are  generally
attributable  to  product  mix,  with  the  Gillam-FEI  segment  in  particular,
realizing  higher  margins  in  fiscal  year  2006  on  certain  of its  network
monitoring  programs.  This  improvement  is  offset  by  lower  margins  in the
Company's US  Government  segment  where the Company  continued  work on several
developmental,  pre-production  programs  under US Government  contracts.  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,  including  conversion  of the US  Government  developmental
contracts  into  initial  low-rate  production  orders,  the Company  expects to
realize improving gross margin rates in future periods.

Selling and administrative expenses
-----------------------------------

                 Six months                            Three months
                                Periods ended October 31,
        2005       2004         Change          2005       2004       Change
        ----       ----         ------          ----       ----       ------
      $5,077     $6,188    ($1,111) (18%)     $2,533     $2,895    ($362) (12%)

     Most of the fiscal year 2006 decrease in selling and  administrative  costs
is attributable to decreased  personnel costs both in terms of reduced headcount
as well as  smaller  accruals  for  incentive  compensation  plans  due to lower
operating  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  there  into  its  Gillam-FEI  subsidiary.  The  ratio  of  selling  and
administrative costs to net sales for the six and three months ended October 31,
2005, were 23% and 22%, respectively, 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  periods.  In the  comparable
fiscal year 2005 periods, the ratio of selling and administrative


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

costs to revenues was 19% and 20%,  respectively.  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 expense
--------------------------------
                    Six months                         Three months
                                Periods ended October 31,
           2005       2004      Change           2005       2004      Change
           ----       ----      ------           ----       ----      ------
         $2,951     $2,825     $126  4%        $1,509     $1,589     ($80) (5%)

     Research  and  development  spending in the first half of fiscal years 2006
and 2005  have  remained  fairly  consistent,  varying  by less than 5% from the
comparable  periods.  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  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.


Other income (expense)
----------------------
<TABLE>
<CAPTION>
                             Six months                         Three months
                                          Periods ended October 31,
                      2005      2004        Change         2005      2004       Change
                      ----      ----        ------         ----      ----       ------
<S>                  <C>       <C>      <C>     <C>      <C>       <C>      <C>      <C>
Investment income    $2,666    $ 829    $1,837  222%     $1,341    $ 414    $  927   224%
Equity in Morion        229      128       101   79%         85       70        15    21%
Interest expense       (59)     (150)       91   61%        (31)     (72)       41    57%
Other income            767       57       710   NM         698       (1)      699    NM
                     ------    -----    ------           ------    -----    ------
                     $3,603    $ 864    $2,739  317%     $2,093    $ 411    $1,682   409%
</TABLE>

     The  increase  in  investment  income  for the six and three  months  ended
October 31, 2005,  is due to realized  gains of  approximately  $2.1 million and
$1.1 million,  respectively,  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. Such gains were partially offset by lower interest
and dividend  income due to a lower level of marketable  securities  held by the
Company as a result of the REIT stock sales.

     The Company began to record equity income in Morion, Inc. during the second
quarter of fiscal year 2005, when 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 79% increase in equity  income from Morion for the first half of fiscal year
2006  compared to the six months  ended  October 31, 2004 is because for most of
the first half of fiscal year 2005 the Company held only 19% of Morion's shares.
The ownership percentage was increased to 36% in the last month of that period.

     The decrease in interest  expense for the six and three month periods ended
October 31, 2005 resulted from  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  no longer  recognizes
interest  expense but the entire lease  payment is charged to rent  expense.  In
addition,  under the caption  "Other,  income" the Company  will  recognize  the
remaining deferred gain from the sale and leaseback transaction. For the six and
three months ended October 31, 2005, the amount of deferred gain  recognized was
$176,000  and  $88,000,  respectively.  In the year-ago  period,  Other,  income
consisted


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

primarily of a governmental  grant received by the Company's French  subsidiary.
Other income and expense items included  under this caption,  with the exception
of the  deferred  gain  recognition,  are  nonrecurring  and  generally  are not
significant to pretax earnings.

     During the quarter  ended  October 31, 2005,  the Company sold the building
formerly  owned by the Company's  French  subsidiary.  Following the fiscal year
2004 staffing cutbacks in this entity,  the building had been largely vacant and
available for sale. Upon receipt of an independent  appraisal,  the building was
sold to the  president  of the  Company's  subsidiary,  Gillam-FEI.  The Company
realized a gain on the sale of the building of approximately $680,000.

     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 $60  million at October 31,  2005,  which is  comparable  to working
capital at April 30,  2005.  Included in working  capital at October 31, 2005 is
$26.6 million of cash, cash equivalents and marketable securities. The Company's
current ratio at October 31, 2005 is 10.4 to 1.

     For the six months ended October 31, 2005, the Company used $1.9 million in
cash from operating  activities  compared to $2.9 million provided by operations
in the comparable  fiscal year 2005 period.  This  significant  decrease in cash
flows is due primarily to the first  quarter  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.  Cash flow from
operations  for the second  quarter of fiscal 2006 was a positive  $2.8 million.
For the full fiscal year 2006,  the Company  expects to generate  positive  cash
flow from operating activities.

     Net cash provided by investing  activities for the six months ended October
31,  2005,  was $2.7  million  compared to a use of cash of $2.9 million for the
same period of fiscal year 2005.  The  principal  source of cash was the sale or
redemption of certain  marketable  securities  aggregating $3.8 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  $933,000. 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 six months ended October 31,
2005, was $831,000  compared to cash used in financing  activities in the amount
of $2.6 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 fiscal year 2005, the Company repaid
$1.9 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  October  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



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

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 October 31, 2005, the Company's  backlog amounted to  approximately  $46
million   compared  to  $31  million  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 $19.8 million and $17,000,  respectively,  at October 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 October 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 October 31, 2005, the amount
related to foreign currency exchange rates is a $3,530,000  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 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.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)


                                     PART II

ITEMS 1, 2, 3 and 5 are omitted because they are not applicable.

ITEM 4 - Results of votes of security holders.

     On September 29, 2005, at the Annual Meeting of Stockholders, the following
     matters were approved by the shareholders of the Company:

     1. Elected the following six directors:
                                      Votes For             Votes Withheld
                                      ---------             --------------
       a. Joseph P. Franklin          7,278,758                629,996
       b. Martin B. Bloch             7,297,895                610,859
       c. Joel Girsky                 7,272,334                636,420
       d. E. Donald Shapiro           7,293,157                615,597
       e. S. Robert Foley, Jr.        7,293,798                614,936
       f. Richard Schwartz            7,400,294                508,460

     2. Ratified the appointment of Holtz Rubenstein Reminick LLP as independent
        auditors for fiscal year 2006.

        Votes For: 7,810,392  Votes Against: 92,336     Votes Abstaining: 6,026

     3. Adopted the Frequency Electronics, Inc. 2005 Stock Award Plan.

        Votes For: 4,046,765  Votes Against: 1,172,958  Votes Abstaining: 62,992
        Broker non-votes:  2,656,039


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: December 15, 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 B. Bloch                                  December 15, 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                                 December 15, 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 October 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 B. Bloch                                      December 15, 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 October 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                                  December 15, 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.