SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

(Mark one)

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

                For the Quarterly Period ended October 31, 2004

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


                           Commission File No. 1-8061


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


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

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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of December 9, 2004 - 8,492,877



                                  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, 2004 and April 30, 2004                          3-4

      Condensed Consolidated Statements of Operations
          Six Months Ended October 31, 2004 and 2003                    5

      Condensed Consolidated Statements of Operations
          Three Months Ended October 31, 2004 and 2003                  6

      Condensed Consolidated Statements of Cash Flows
          Six Months Ended October 31, 2004 and 2003                    7

      Notes to Condensed Consolidated Financial Statements             8-12

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations               12-17

  Item 3- Quantitative and Qualitative Disclosures about Market Risk   17

  Item 4- Controls and Procedures                                      18


Part II.  Other Information:

  Items 1 through 5 are omitted because they are not applicable

  Item 6 - Exhibits and Reports on Form 8-K                            18

  Signatures                                                           19

  Exhibits                                                            20-23












<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheets

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

ASSETS:

Current assets:

  Cash and cash equivalents                          $  3,059         $  5,699

  Marketable securities                                29,857           25,690

  Accounts receivable, net of allowance for
    doubtful accounts of $140                          14,344           15,036

  Inventories                                          21,336           21,925

  Deferred income taxes                                 1,471            2,585

  Income taxes receivable                                   -              242

  Prepaid expenses and other                            1,801            1,658
                                                     --------         --------
      Total current assets                             71,868           72,835

Property, plant and equipment, at cost,
  less accumulated depreciation and
  amortization                                         11,257           11,486

Deferred income taxes                                     618              593

Cash surrender value of life insurance                  5,561            5,355

Goodwill and other Intangible assets, net                 560              616

Other assets**                                          2,828            1,982
                                                     --------         --------
      Total assets                                   $ 92,692         $ 92,867
                                                     ========         ========




               **   Other  assets at April  30,  2004  have  been  increased  by
                    $207,000  for  the  retroactive  application  of the  equity
                    method of  accounting  for the  Company's  investment in OAO
                    Morion.









                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                Condensed Consolidated Balance Sheets (Continued)




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

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Short-term credit obligations                     $  1,755          $  3,408
  Accounts payable - trade                             2,673             3,470
  Accrued liabilities and other                        2,704             4,106
  Dividend payable                                       849               843
  Income taxes payable                                   297                 -
                                                    --------          --------
    Total current liabilities                          8,278            11,827

Deferred compensation                                  6,884             6,854
REIT liability and other liabilities                  10,376            10,755
                                                    --------          --------
    Total liabilities                                 25,538            29,436
                                                    --------          --------

Minority interest in subsidiary                            -                48
                                                    --------          --------

Stockholders' equity:
  Preferred stock  - $1.00 par value                       -                 -
  Common stock  -  $1.00 par value                     9,164             9,164
  Additional paid-in capital                          45,076            44,442
  Retained earnings**                                 10,144             9,104
                                                    --------          --------
                                                      64,384            62,710

  Common stock reacquired and held in treasury
    -at cost, 671,063 shares at October 31, 2004
     and 738,428 shares at April 30, 2004             (2,620)           (2,797)
  Other stockholders' equity                             (17)              (17)
  Accumulated other comprehensive income               5,407             3,487
                                                    --------          --------
    Total stockholders' equity                        67,154            63,383
                                                    --------          --------
    Total liabilities and stockholders' equity      $ 92,692          $ 92,867
                                                    ========          ========



               **   Retained  earnings at April 30, 2004 has been  increased  by
                    $207,000  for  the  retroactive  application  of the  equity
                    method of  accounting  for the  Company's  investment in OAO
                    Morion.





                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Consolidated Condensed Statements of Operations

                          Six Months Ended October 31,
                                   (Unaudited)


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

Net sales                                         $32,045            $18,779
Cost of sales                                      21,008             12,892
                                                  -------            -------
   Gross margin                                    11,037              5,887

Selling and administrative expenses                 6,188              5,315
Research and development expenses                   2,825              2,915
                                                  -------            -------

   Operating profit (loss)                          2,024             (2,343)

Other income (expense):
  Investment income                                   829              1,343
  Equity in Morion (a)                                128                 36
  Interest expense                                   (150)              (124)
  Other income (expense), net                          57                (38)
                                                  -------            -------

Income (Loss) before minority interest and
   provision for income taxes                       2,888             (1,126)

Minority interest in loss of
   consolidated subsidiary                             (1)              (107)
                                                  -------            -------
Income (Loss) before provision/benefit
   for income taxes                                 2,889             (1,019)

Provision (Benefit) for income taxes                1,000                (78)
                                                  -------            -------

   Net income (loss)                              $ 1,889            $  (941)
                                                  =======            =======


Net income (loss) per common share
   Basic                                           $ 0.22             $(0.11)
                                                   ======             ======
   Diluted                                         $ 0.22             $(0.11)
                                                   ======             ======

Average shares outstanding
   Basic                                         8,460,881          8,357,568
                                                 =========          =========
   Diluted                                       8,660,079          8,357,568
                                                 =========          =========



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





                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)

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

Net sales                                          $14,362          $10,025
Cost of sales                                        9,103            6,705
                                                   -------          -------
  Gross margin                                       5,259            3,320

Selling and administrative expenses                  2,895            2,778
Research and development expense                     1,589            1,247
                                                   -------          -------
  Operating profit (loss)                              775             (705)

Other income (expense):
  Investment income                                    414              597
  Equity in Morion (a)                                  70               21
  Interest expense                                     (72)             (65)
  Other expense, net                                    (1)             (51)
                                                   -------          -------
Income (Loss) before minority interest and
  provision for income taxes                         1,186             (203)

Minority interest in loss of
  consolidated subsidiary                              (20)             (52)
                                                   -------          -------

Income (Loss) before provision
  for income taxes                                   1,206             (151)

Provision for income taxes                             352               62
                                                   -------          -------

  Net income (loss)                                $   854          $  (213)
                                                   =======          =======


Net income (loss) per common share
  Basic                                            $ 0.10           $(0.03)
                                                   ======           ======
  Diluted                                          $ 0.10           $(0.03)
                                                   ======           ======

Average shares outstanding
  Basic                                           8,487,145        8,367,003
                                                  =========        =========
  Diluted                                         8,666,792        8,367,003
                                                  =========        =========


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





                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)


                                                        2004(a)          2003(a)
                                                              (In thousands)

Cash flows from operating activities:
  Net income (loss)                                      $ 1,889        $  (941)
  Non-cash charges to earnings                             1,731            863
  Net changes in other assets and liabilities               (759)        (3,880)
                                                         -------        -------
Net cash provided by (used in) operating activities        2,861         (3,958)
                                                         -------        -------

Cash flows from investing activities:
  Payment for acquisition                                   (830)        (2,643)
  Proceeds from sale of marketable securities              1,000          7,397
  Purchase of marketable securities                       (2,272)        (4,879)
  Purchase of fixed assets                                  (869)          (335)
  Other - net                                                 68             95
                                                         -------        -------
Net cash used in investing activities                     (2,903)          (365)
                                                         -------        -------

Cash flows from financing activities:
  Proceeds from short-term credit obligations                 22          1,183
  Payment of cash dividend                                  (843)          (834)
  Payment on long-term obligations                        (1,864)          (315)
  Other - net                                                 74             57
                                                         -------        -------
Net cash (used in) provided by financing activities       (2,611)            91
                                                         -------        -------

Net decrease in cash and cash equivalents
  before effect of exchange rate changes                  (2,653)        (4,232)

Effect of exchange rate changes
  on cash and cash equivalents                                13            111
                                                         -------        -------

  Net decrease in cash                                    (2,640)        (4,121)

  Cash at beginning of period                              5,699          5,952
                                                         -------        -------

  Cash at end of period                                  $ 3,059        $ 1,831
                                                         =======        =======


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




                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, 2004 and the results of its operations and cash flows for the six
and three months ended October 31, 2004 and 2003.  The April 30, 2004  condensed
consolidated  balance  sheet was  derived  from  audited  financial  statements.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.   It  is  suggested  that  these   condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements  and notes thereto  included in the  Company's  April 30, 2004 Annual
Report to  Stockholders.  The results of operations for such interim periods are
not necessarily indicative of the operating results for the full year.

     As indicated in Note I below,  prior period financial  statements have been
restated to reflect the Company's  change in accounting to the equity method for
its investment in OAO Morion.

     In addition,  certain prior year amounts have been  reclassified to conform
to current year presentation.  These reclassifications had no effect on reported
consolidated earnings.

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,
                                     2004        2003         2004       2003
                                     ----        ----         ----       ----
  Basic EPS Shares outstanding
    (weighted average)             8,460,881   8,357,568   8,487,145   8,367,003
  Effect of Dilutive Securities      199,168         ***     179,647         ***
                                   ---------   ---------   ---------   ---------
  Diluted EPS Shares outstanding   8,660,079   8,357,568   8,666,792   8,367,003
                                   =========   =========   =========   =========

     ***  Dilutive  securities  are excluded for the six and three month periods
          ended  October 31, 2003 since the  inclusion  of such shares  would be
          antidilutive due to the net loss for the periods then ended.

     Options  to  purchase  411,750  and  471,750  shares of common  stock  were
outstanding   during  the  six  and  three  months   ended   October  31,  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 RECEIVABE

     Accounts  receivable  at October 31 and April 30,  2004  include  costs and
estimated earnings in excess of billings on uncompleted  contracts accounted for
on  the  percentage  of  completion  basis  of   approximately   $4,506,000  and
$2,428,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates.  Such amounts are
billed pursuant to contract terms.

<PAGE>

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

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $4,031,000  and
$3,495,000  at  October  31 and April 30,  2004,  respectively,  consist  of the
following:

                                        October 31, 2004      April 30, 2004
                                                     (In thousands)

  Raw materials and Component parts          $10,782              $ 8,608
  Work in progress and Finished goods         10,554               13,317
                                             -------              -------
                                             $21,336              $21,925
                                             =======              =======

NOTE E  - COMPREHENSIVE INCOME

     For the six months  ended  October 31, 2004 and 2003,  total  comprehensive
income  was  $3,809,000  and  $180,000,  respectively.  Comprehensive  income is
composed  of net  income  or loss for the  period  plus the  impact  of  foreign
currency  translation  adjustments and the change in the valuation  allowance on
marketable securities.

NOTE F - 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:
<TABLE>
<CAPTION>
                                                  Six months                  Three months
                                                         Periods ended October 31,
                                              2004           2003          2004        2003
                                              ----           ----          ----        ----
                                                      (In thousands except per share data)
  <S>                                        <C>           <C>           <C>          <C>
  Net income (loss), as reported             $ 1,889       $  (941)      $  854       $ (213)
  Cost of stock options, net of tax             (341)         (354)        (145)        (177)
                                             -------       -------       ------       ------
  Net income (loss)- pro forma               $ 1,548       $(1,295)      $  709       $ (390)
                                             =======       =======       ======       ======

  Net income (loss) per share, as reported:
     Basic                                    $ 0.22        $(0.11)      $ 0.10       $(0.03)
                                              ======        ======       ======       ======
     Diluted                                  $ 0.22        $(0.11)      $ 0.10       $(0.03)
                                              ======        ======       ======       ======
  Net income (loss) per share- pro forma:
     Basic                                    $ 0.18        $(0.15)      $ 0.08       $(0.05)
                                              ======        ======       ======       ======
     Diluted                                  $ 0.18        $(0.15)      $ 0.08       $(0.05)
                                              ======        ======       ======       ======
</TABLE>

     The weighted  average  fair value of each option has been  estimated on the
date of grant using the  Black-Scholes  options pricing model with the following
weighted average assumptions used for grants in fiscal year 2004: dividend yield
of 1.83%;  expected  volatility of 63%;  risk free  interest  rate of 5.5%;  and
expected lives of ten years.


<PAGE>


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

NOTE G - SEGMENT INFORMATION

The Company operates under four reportable segments:
     1.   Commercial communications - consists principally of time and frequency
          control  products  used in  commercial  communication  satellites  and
          terrestrial     cellular     telephone    or    other     ground-based
          telecommunications.
     2.   U.S. Government - consists of time and frequency control products used
          in terrestrial and space applications by the Department of Defense and
          other U.S. government agencies.
     3.   Gillam-FEI - the products of the Company's Belgian  subsidiary consist
          primarily of wireline synchronization and network monitoring systems.
     4.   FEI-Zyfer  - the  products  of the  Company's  subsidiary  incorporate
          Global   Positioning   System  (GPS)  technologies  into  systems  and
          subsystems for secure communications,  both government and commercial,
          and other locator applications.
     The  table  below  presents   information   about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):
                                     Six months             Three months
                                           Periods ended October 31,
                                  2004       2003          2004       2003
                                  ----       ----          ----       ----
  Net sales:
    Commercial Communications   $20,121    $10,696       $ 8,807    $ 5,827
    U.S. Government               3,315      3,658         1,574      2,014
    Gillam-FEI                    5,032      2,527         2,292      1,180
    FEI-Zyfer                     4,177      1,968         2,143      1,056
    less intersegment sales        (600)       (70)         (454)       (52)
                                -------    -------       -------    -------
       Consolidated sales       $32,045    $18,779       $14,362    $10,025
                                =======    =======       =======    =======
 Note- Certain prior period segment sales amounts have been adjusted to conform
                 to the presentation in the current fiscal year.

  Operating profit (loss):
    Commercial Communications   $ 3,411    $   273       $ 1,447    $   547
    U.S. Government                (399)       328          (319)       257
    Gillam-FEI                     (839)    (1,587)         (342)      (728)
    FEI-Zyfer                       120     (1,009)          158       (531)
    less intercompany
         transactions                 -       (122)            -       (115)
    Corporate                      (269)      (226)         (169)      (135)
                                -------    -------       -------    -------
    Consolidated operating
         profit (loss)          $ 2,024    $(2,343)      $   775    $  (705)
                                =======    =======       =======    =======

                                            October 31, 2004     April 30, 2004
                                            ----------------     --------------
  Identifiable assets:
    Commercial Communications                   $23,374              $22,988
    U.S. Government                               5,998                5,189
    Gillam-FEI                                   12,464               14,904
    FEI-Zyfer                                     5,040                5,541
    less intercompany balances                   (5,987)              (5,673)
    Corporate                                    51,803               49,918
                                               --------             --------
       Consolidated identifiable assets         $92,692              $92,867
                                                =======              =======



<PAGE>


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

NOTE H - ACQUISITION OF FEI-ZYFER

     On May 9, 2003, the Company  acquired the business and net assets of Zyfer,
Inc., a wholly-owned  subsidiary of Odetics,  Inc., in a cash  transaction.  The
business of the  subsidiary,  FEI-Zyfer,  Inc., is the design and manufacture of
products  for  precision  time and  frequency  generation  and  synchronization,
primarily incorporating GPS technology.

     The  Company  paid $2.3  million  at  closing,  plus  acquisition  costs of
approximately  $400,000.  According to the terms of the purchase agreement,  the
Company is required to make additional payments up to a maximum of $1 million in
each of fiscal years 2004 and 2005 if FEI-Zyfer  achieves certain revenue levels
in those years. The contingent payments are based on a percentage of revenues in
excess of $6 million in fiscal  year 2004 and as a  percentage  of  revenues  in
excess of $8 million in fiscal year 2005. The acquired business recorded revenue
of $6.5 million for the year ended April 30, 2004. Accordingly, the Company paid
the former  owners an  additional  $135,000  and  recorded  goodwill in the same
amount.

     The  FEI-Zyfer  acquisition  is  treated  as a  purchase  acquisition.  The
purchase  price  (exclusive  of the  contingent  payment  noted  above) has been
allocated to net assets  acquired of  approximately  $1.8 million.  The purchase
price  in  excess  of net  assets  acquired,  approximately  $900,000,  has been
allocated to fixed assets ($300,000) and to customer lists ($600,000) which will
be amortized  over the next 3 to 5 years.  Amortization  expense for the six and
three months ended  October 31, 2004 was $51,000 and $26,000,  respectively.  No
amortization  expense  was  recorded  during the first half of fiscal  year 2004
since  the  Company  had  not yet  completed  the  process  of  determining  the
appropriate allocation of the purchase price.

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

     The pro forma financial information is presented for informational purposes
only and may not be indicative of what actual  results of operations  would have
been  had the  acquisition  occurred  on May 1,  2003,  nor does it  purport  to
represent the results of operations for future periods.

                                      Pro forma periods ended October 31, 2003
                                                   (unaudited)
                                        Six months             Three months
                                       (In thousands except per share data)

  Net sales                              $18,880                $10,025
                                         -------                -------
  Operating loss                         $(2,423)               $  (705)
                                         -------                -------
  Loss from continuing operations        $(1,000)               $  (215)
                                         =======                =======
  Loss per share- basic                   $(0.12)                $(0.03)
                                          ======                 ======
  Loss per share- diluted                 $(0.12)                $(0.03)
                                          ======                 ======





<PAGE>


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

NOTE I - INVESTMENT IN MORION, INC.

     In September  2004,  the Company  increased  its  investment  in OAO Morion
("Morion") from 19.8% to 36% of the privately-held Russian company's outstanding
shares.  The acquisition was accomplished  through a combination of cash and the
issuance of 42,488 shares of the Company's common stock.

     As a result of the increased  ownership of Morion,  the Company changed its
method of carrying the  investment  from cost to equity as required by generally
accepted accounting principles. Under the equity method, the Company records its
proportionate  share of the earnings of Morion. The effect of the change for the
six and three month  periods  ended  October 31,  2004,  was to increase  income
before  provision for income taxes and net income by $128,000 ($0.02 per diluted
share) and  $70,000  ($0.01 per  diluted  share),  respectively.  The  financial
statements  for the six and  three  months  ended  October  31,  2003  have been
restated for the change which  resulted in a decrease in the loss before  income
taxes and the net loss by $36,000  ($0.01 per  share) and  $21,000  (less than 1
cent per share),  respectively.  Retained earnings as of the beginning of fiscal
year  2005  has  been  increased  by  $207,000  for the  effect  of  retroactive
application of the equity method.

     At October 31, 2004 and 2003,  the Company's  share of the  underlying  net
assets of Morion exceeded the investment by $695,000 and $70,000,  respectively.
The  excess  relates  to  certain  property,  plant and  equipment  and is being
amortized into income by increasing the Company's  share of Morion's net income.
The  Company  uses the  straightline  method to  amortize  the  excess  over the
remaining useful lives of the property, plant and equipment.


Note J - Recently Issued Accounting Pronouncements

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



                                     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
                                   (Continued)

Critical  Accounting  Policies  and  Estimates

     The Company's  significant  accounting  policies are described in Note 1 to
the consolidated  financial  statements included in the Company's April 30, 2004
Annual Report to Stockholders. The Company believes its most critical accounting
policies to be the recognition of revenue and costs on production  contracts and
the valuation of inventory. Each of these areas requires the Company to make use
of reasoned estimates including estimating the cost to complete a contract,  the
realizable  value of its inventory or the market value of its products.  Changes
in estimates can have a material impact on the Company's  financial position and
results of operations.

      Revenue Recognition
      -------------------
     Revenues under larger, long-term contracts,  generally defined as orders in
excess of $100,000,  are reported in operating  results using the  percentage of
completion  method.  For U.S.  Government and other  fixed-price  contracts that
require initial design and development of the product,  revenue is recognized on
the cost-to-cost method.  Under this method,  revenue is recorded based upon the
ratio that incurred  costs bear to total  estimated  contract costs with related
cost of sales recorded as the costs are incurred.  Each month management reviews
estimated contract costs. The effect of any change in the estimated gross margin
percentage  for a contract is  reflected  in revenues in the period in which the
change is known.  Provisions for anticipated losses on contracts are made in the
period in which they become determinable.

     On  production-type  contracts,  revenue is recorded as units are delivered
with  the  related  cost of  sales  recognized  on each  shipment  based  upon a
percentage of estimated  final contract  costs.  Changes in job  performance may
result in  revisions  to costs and  income and are  recognized  in the period in
which revisions are determined to be required. Provisions for anticipated losses
on contracts are made in the period in which they become determinable.

     For contracts in the Company's  Gillam-FEI and FEI-Zyfer segments,  smaller
contracts  or orders in the other  business  segments  and sales of products and
services to customers  are reported in operating  results based upon shipment of
the product or performance of the services  pursuant to contractual  terms. When
payment is contingent upon customer acceptance of the installed system,  revenue
is deferred until such acceptance is received and installation completed.

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

      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.

      Change in Accounting
      --------------------
     In September  2004,  the Company  increased  its  investment  in OAO Morion
("Morion") from 19.8% to 36% of the privately-held Russian company's outstanding
shares.  Accordingly,  the Company changed its method of carrying the investment
from cost to equity as required by  generally  accepted  accounting  principles.
Under the equity  method,  the Company  records its  proportionate  share of the
earnings of Morion.  In  addition,  certain  amounts in prior  period  financial
statements  have been  adjusted for the  retroactive  application  of the equity
method since the inception of the Company's investment in Morion.


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

RESULTS OF OPERATIONS

     The table below sets forth for the respective  periods of fiscal years 2005
and 2004 the percentage of consolidated  net sales  represented by certain items
in the Company's consolidated statements of operations:
                                              Six months         Three months
                                                 Periods ended October 31,
                                           2004      2003       2004      2003
                                           ----      ----       ----      ----
 Net Sales
    Commercial Communications              62.8%     57.0%      61.3%     58.1%
    U.S. Government                        10.3      19.5       11.0      20.1
    Gillam-FEI                             15.7      13.4       16.0      11.8
    FEI-Zyfer                              13.0      10.5       14.9      10.5
    Less intersegment sales                (1.8)     (0.4)      (3.2)     (0.5)
                                          -----     -----      -----     -----
                                          100.0     100.0      100.0     100.0
 Cost of Sales                             65.6      68.7       63.4      66.9
                                          -----     -----      -----     -----
                       Gross Margin        34.4      31.3       36.6      33.1
 Selling and administrative expenses       19.3      28.3       20.1      27.7
 Research and development expenses          8.8      15.5       11.1      12.4
                                          -----     -----      -----     -----
             Operating Profit (Loss)        6.3     (12.5)       5.4      (7.0)

 Other income, net & Minority interest      2.7       7.1        3.0       5.5
                                          -----     -----      -----     -----
 Pretax Income (Loss)                       9.0      (5.4)       8.4      (1.5)
 Provision (Benefit) for income taxes       3.1      (0.4)       2.5       0.6
                                          -----     -----      -----     -----
                    Net Income (Loss)       5.9%     (5.0)%      5.9%     (2.1)%
                                          =====     =====      =====     =====

     For the six months ended  October 31, 2004,  the  operating  profit of $2.0
million  increased  by $4.4  million  over the loss of $2.3 million for the same
period  ended  October 31,  2003.  Net income for the first six months of fiscal
year 2005 was $1.9  million,  an increase of $2.8  million  over the net loss of
$941,000  reported  in the same  period of fiscal  year 2004.  This  substantial
improvement  in operating  results is due to the over 70% increase in revenue in
fiscal year 2005  compared to the first half of fiscal year 2004 which  reflects
the  continuation of the improving  telecommunications  market that began in the
second half of last fiscal year.

     Net sales for the six and three months ended October 31, 2004, increased by
$13.2 million (71%) and $4.3 million (43%), respectively,  from the same periods
of fiscal year 2004. On a segment by segment  basis,  the comparison of revenues
for the six and three month  periods  ended  October 31, 2004 to the  comparable
periods of fiscal year 2004 were as follows:  Commercial Communications revenues
increased  by $9.4  million  (88%)  and $3.0  million  (51%),  respectively;  US
Government revenues decreased by $343,000 (9%) and $440,000 (22%), respectively;
Gillam-FEI  revenues  increased  by $2.5 million  (99%) and $1.1 million  (94%),
respectively;  and FEI-Zyfer  revenues increased by $2.2 million (112%) and $1.1
million (103%), respectively. In addition,  intersegment sales, principally from
the Commercial  Communications segment to other segments,  increased by $530,000
(757%) and $402,000 (773%), respectively.

     Commercial  Communications  revenues  reflect growth in capital spending in
the  wireless  infrastructure  industry  as  well  as  increases  in  commercial
communication satellite activity, both of which began in the last half of fiscal
year 2004. The pace of increased  capital  spending  slowed during the Company's
second  quarter of fiscal  year 2005 with a  consequent  sequential  decrease in
revenue from the levels  achieved in the fourth  quarter of fiscal year 2004 and
the first quarter of fiscal year 2005. However, the Company expects the wireless
industry  to  continue  to  invest  in  infrastructure   with  greater  activity
anticipated  in  calendar  year 2005  during the  Company's  fiscal  year fourth
quarter  and into  fiscal  year 2006.  During the second  quarter of fiscal year
2005, the Company also recorded  revenue of  approximately  $750,000  related to
certain pricing adjustments with a customer. In addition, the Company's FEI-Asia
subsidiary  realized  increased  revenues on sales to both third  parties and to
support other subsidiaries of the Company.

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     US Government  segment revenues  declined as the Company  continued work on
several  developmental,  pre-production  programs under US Government contracts.
The Company expects to be awarded initial  low-rate  production  orders on these
programs in fiscal year 2006.  Gillam-FEI  revenues  reflect the  improvement in
telecommunications  infrastructure  spending in Europe.  The Company  expects to
realize continued year-over-year  improvement in the revenues from this segment.
Revenues for the FEI-Zyfer  segment  reflect the Company's  contribution to that
segment's   financial  condition  after  it  was  acquired  in  May  2003.  With
parent-company support,  FEI-Zyfer was able to establish credibility with former
customers and to develop new customers.  Increased revenues are anticipated from
this segment although the quarterly growth  comparisons to fiscal year 2004 will
not be as  significant  since  FEI-Zyfer  began to realize  greater sales in the
second half of the prior fiscal year.  Actual quarterly results for each segment
are dependent on the timing of the release of customer orders and contracts.

     Gross margin  rates for the six and three  months  ended  October 31, 2004,
improved to 34.4% and 36.6%,  respectively,  from 31.3% and 33.1%, respectively,
in the same periods of fiscal year 2004.  The  improvement  is  attributable  to
increased  sales which were able to absorb a greater  amount of fixed costs.  In
particular,  during  the  second  quarter of fiscal  year  2005,  the  Company's
FEI-Asia  subsidiary,  on the  strength of increased  revenues,  as noted above,
realized its first  positive  gross and operating  margins since its  inception.
This factor accounted for approximately 2% of the Company's  consolidated  gross
margin  improvement.  Gross margin rates are lower than the Company's  target of
40%  because  margins on  initial  and early  stage  development  US  Government
contracts are generally  lower than  production  orders and margins  realized by
Gillam-FEI are historically  lower due to higher labor and social service costs.
With continued  strong sales,  the Company expects to realize gross margin rates
in future periods which are comparable to the most recent fiscal quarter.

     Selling and administrative costs for the six and three months ended October
31, 2004, increased by $873,000 (16%) and $117,000 (4%) over the same periods of
fiscal year 2004. Most of the increase is  attributable  to increased  personnel
costs both in terms of increased  headcount  as well as accruals  for  incentive
compensation  plans due to improving  profitability.  Additional  increases were
experienced  in  selling  and  marketing   expenses,   including   higher  sales
commissions as a result of increased sales.  These cost increases were partially
offset by a 10% decrease in selling and  administrative  expenses at  Gillam-FEI
following the  restructuring  process that was completed  during the last fiscal
year.  During the  second  quarter of fiscal  year 2004,  Gillam-FEI  recorded a
restructuring  charge of  $126,000,  which  amount was  included  in selling and
administrative  expense in that period.  The ratio of selling and administrative
costs to net sales for the first  half of fiscal  year 2005 was 19.3%  which met
the Company's target of a ratio which is less than 20% of revenues.  This is the
result both of increased  revenue  levels and cost  containment  activities.  In
future  quarters of fiscal year 2005, the Company expects to continue to achieve
its targeted ratio of costs to sales.

     Research and development  spending in the six months ended October 31, 2004
decreased  by $90,000  (3%)  compared to the same period of fiscal year 2004 and
increased by $342,000 (27%) compared to the three months ended October 31, 2003.
This  level  of  spending  continues  to  reflect  the  application  of  certain
developmental  resources  on funded  research  contracts  rather  than  internal
research and development  efforts,  the costs of which are borne by the Company.
The costs of those  resources  assigned to funded programs are reflected in cost
of sales  rather than in research  and  development  expense.  During the second
quarter of fiscal year 2005,  more resources  were applied to internal  research
and development  activities than in previous quarters.  During fiscal year 2005,
the  Company's  efforts are focused on the final  phases of the  development  of
Gillam-FEI's next generation  wireline signal  synchronization  unit (designated
"US5G"),  developing a digital rubidium  oscillator,  and further  improving the
performance  of  crystal  oscillators,  including  low-g  (gravity)  sensitivity
crystal  oscillators  which have broad  applications  in both  commercial and US
Government  systems.  The Company targets  research and development  spending at
approximately  10% of sales,  but the rate of spending  can increase or decrease
from quarter to quarter as new projects are identified and others are concluded.
The  Company  will  continue  to devote  significant  resources  to develop  new
products,  enhance  existing  products  and  implement  efficient  manufacturing
processes.  Where possible, the Company attempts to obtain development contracts
from its customers. For programs without such funding, internally generated cash
and cash reserves are adequate to fund these development efforts.

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     Net nonoperating income and expense decreased by $353,000 (29%) and $91,000
(18%) in the six and three month  periods ended October 31, 2004 compared to the
same  periods of fiscal year 2004.  Included in this  category is the  Company's
equity from the earnings of Morion. The Company commenced recording its share of
Morion's earnings upon the increase of its ownership interest in Morion from 19%
to 36% during the quarter  ended  October 31, 2004.  All prior period  financial
statements  have been  restated to report the  Company's  equity income from the
time of its original  investment in Morion.  For the six and three month periods
ended October 31, 2004, equity in Morion's earnings  increased by $92,000 (256%)
and  $49,000  (233%)  compared to the same  periods of fiscal  year 2004.  These
increases are attributable both to the Company's increased ownership  percentage
(from 9% to 19%) as well as  improved  profitability  at Morion  resulting  from
increased sales.

     Other  components of  nonoperating  income and expense  include  investment
income,  interest expense and other income  (expense),  net.  Investment  income
decreased by $514,000  (38%) and $183,000  (31%) during the six and three months
ended  October 31, 2004  compared to the same  periods of fiscal year 2004.  The
decline is  principally  due to realized  gains of  approximately  $483,000  and
$178,000  recorded  in the  year-ago  periods  compared  to no gains  or  losses
reported in the fiscal year 2005  periods.  For the six and three month  periods
ended October 31, 2004,  interest expense  increased by $26,000 (21%) and $7,000
(11%) compared to the same periods of fiscal year 2004.  This increase  reflects
increases in the short-term borrowing  requirements of the Company. Other income
(expense),  net, increased by $95,000 and $50,000 during the six and three-month
periods ended October 31, 2004 compared to the same periods of fiscal year 2004.
This  increase  is the  result  of two  events  during  fiscal  year 2005 at the
Company's French subsidiary:  a governmental grant received in the first quarter
and recovery of value added taxes during the second  quarter of the year.  Other
income   (expense),   net,   consists   principally  of  certain   non-recurring
transactions and is generally not significant to net income.

     The  Company is subject to  taxation  in several  countries  as well as the
states of New York and California.  The statutory federal rates vary from 34% in
the United  States to 35% in Europe.  Tax losses  originating  at the  Company's
European  and Asian  subsidiaries  are not  consolidated  with US source  income
which, when combined with US state taxes,  contributes to a higher effective tax
rate. The availability of Research and Development tax credits  partially offset
US-based taxes. The Company's European subsidiaries have available net operating
loss  carryforwards  of  approximately  $2.6  million to offset  future  taxable
income.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position of $64  million at October 31,  2004,  which is  comparable  to working
capital at April 30,  2004.  Included in working  capital at October 31, 2004 is
$32.9 million of cash,  cash  equivalents and marketable  securities,  including
$14.7 million of REIT units that are  convertible to Reckson  Associates  Realty
Corp. common stock.

     Net cash provided by operating  activities for the six months ended October
31, 2004,  was $2.9 million  compared to $4.0 million used in  operations in the
comparable fiscal year 2004 period.  This significant  improvement in cash flows
is due to the return to  profitability  in fiscal year 2005 plus  collections on
accounts  receivable  which was partially offset by payments on accounts payable
and accrued  liabilities.  In the first half of fiscal year 2004,  approximately
$1.8 million was used to support the operations of the Company's new subsidiary,
FEI-Zyfer.  In the first six  months of fiscal  year 2005,  FEI-Zyfer  generated
positive cash flow from operations. The Company expects that it will continue to
generate positive cash flow from operating activities during fiscal year 2005.

     Net cash used in investing  activities for the six months ended October 31,
2004,  was $2.9 million  compared to $365,000 for the same period of fiscal year
2004.  During the second  quarter of fiscal year 2005,  the Company  acquired an
additional  16%  interest in Morion,  Inc. and the  remaining  14% of its French
subsidiary  it did not already own,  for an aggregate  cash payment of $830,000.
Additional cash was used to acquire certain  marketable  securities  aggregating
$1.7  million,  net of sales of other  marketable  securities.  The Company also
purchased capital equipment for approximately $870,000. 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

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

million during fiscal year 2005.  Internally  generated cash will be adequate to
acquire this capital equipment.

     Net cash used in financing  activities for the six months ended October 31,
2004, was $2.6 million compared to cash provided by financing  activities in the
amount of $91,000  during the  comparable  fiscal year 2004 period.  Included in
both  fiscal  periods is payment of the  Company's  semiannual  dividend  in the
amount of $843,000 and  $834,000,  respectively.  During  fiscal year 2004,  the
Company took  advantage of the low interest rate  environment  and borrowed $2.7
million  against a credit line which is secured by a substantial  portion of the
Company's  portfolio of  marketable  securities.  During the first six months of
fiscal year 2005,  the Company  repaid $1.0 million of this credit line and made
other scheduled payments against debt and other obligations of $864,000.

     At October 31, 2004, the Company's  backlog amounted to  approximately  $29
million compared to the  approximately $36 million backlog at April 30, 2004. Of
this backlog, approximately 80% is realizable in the next twelve months.


                                     Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk
------------------
     The Company is exposed to market risk related to changes in interest  rates
and market values of securities,  including  participation  units in the Reckson
Operating Partnership, L.P. The Company's investments in fixed income and equity
securities  were $15.1 million and $14.8 million,  respectively,  at October 31,
2004. The investments are carried at fair value with changes in unrealized gains
and losses recorded as adjustments to  stockholders'  equity.  The fair value of
investments in marketable securities is generally based on quoted market prices.
Typically,  the fair market value of  investments  in fixed  interest  rate debt
securities  will increase as interest  rates fall and decrease as interest rates
rise. Based on the Company's overall interest rate exposure at October 31, 2004,
a 10% change in market  interest  rates would not have a material  effect on the
fair value of the Company's fixed income securities or results of operations.

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, 2004, the amount
related to foreign currency exchange rates is a $3,746,000 unrealized gain. Note
that the value of the  Chinese  Yuan is  "pegged" to the value of the US dollar.
Accordingly,  no foreign  currency  gains or losses  have been  realized  or are
included in the  unrealized  gain  indicated  above.  If the Chinese  government
decides to change its policy and permits the Yuan to "float" against other world
currencies,  the Company would report the effect in other comprehensive  income,
as appropriate.

     The results of operations of foreign subsidiaries,  when translated into US
dollars,  will reflect the average rates of exchange for the periods  presented.
As a result, similar results of operations measured in local currencies can vary
significantly  upon  translation  into US dollars if  exchange  rates  fluctuate
significantly from one period to the next.

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

                                     Item 4.
Controls and Procedures

     Disclosure Controls and Procedures.
     -----------------------------------
     The Company's  management,  with the  participation  of the Company's chief
executive officer and chief financial  officer,  has evaluated the effectiveness
of the Company's  disclosure controls and procedures (as such term is defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"))  as of the end of the  period  covered  by this
report.  Based on such  evaluation,  the Company's chief  executive  officer and
chief financial  officer have concluded that, as of the end of such period,  the
Company's  disclosure  controls  and  procedures  are  effective  in  recording,
processing,  summarizing and reporting, on a timely basis,  information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act.

     Internal Control Over Financial Reporting.
     ------------------------------------------
     There have not been any  changes in the  Company's  internal  control  over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the Exchange Act) during the period to which this report relates that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.


                                     PART II

ITEMS 1 through 5 are omitted because they are not applicable.

ITEM 6 - Exhibits and Reports on Form 8-K

   (a) Exhibits:
           31.1   - Certification by the Chief Executive Officer Pursuant
                    to Section 302 of the Sarbanes-Oxley Act of 2002.
           31.2   - Certification by the Chief Financial Officer Pursuant
                    to Section 302 of the Sarbanes-Oxley Act of 2002
           32.1   - Certification by the Chief Executive Officer Pursuant
                    to 18 U.S.C. Section 1350 Adopted Pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.
           32.2   - Certification by the Chief Financial Officer Pursuant
                    to 18 U.S.C. Section 1350 Adopted Pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

   (b) Reports on Form 8-K-

          Form 8-K, dated September 7, 2004, containing disclosure under
          Item 4.01 (Changes in Registrant's Certifying Accountant), was
          filed with the Securities and Exchange Commission on September
          10, 2004.

          Form 8-K, dated September 30, 2004, containing disclosure under
          Item 8.01 (Declaration of Semi-annual Dividend), was filed with
          the Securities and Exchange Commission on October 5, 2004.



<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 14, 2004                  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
     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                                        December 14, 2004
  --------------------------
     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
     registrant's  auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):

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

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

  /s/   Alan Miller                                        December 14, 2004
  ---------------------------
     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, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Martin
B. Bloch, Chief Executive Officer of the Company,  certify,  pursuant to Section
18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

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

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


  /s/   Martin Bloch                                      December 14, 2004
  --------------------------
     Martin B. Bloch
     Chief Executive Officer



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

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



<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, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Alan L.
Miller, Chief Financial Officer of the Company,  certify, pursuant to Section 18
U.S.C.  1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

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

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


  /s/   Alan Miller                                       December 14, 2004
  --------------------------
     Alan L. Miller
     Chief Financial Officer



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

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