SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

(Mark one)

            [X]  QUARTERLY  REPORT PURSUANT TO SECTION 13 or 15
                 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
                 the Quarterly Period ended January 31, 1997

                                       OR

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of March 10, 1997 - 4,942,988.



                                  Page 1 of 14




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                       Page No.

       Item 1 - Financial Statements:

           Consolidated Condensed Balance Sheets -
               January 31, 1997 and April 30, 1996                      3-4

           Consolidated Condensed Statements of Operations
               Nine Months Ended January 31, 1997 and 1996               5

           Consolidated Condensed Statements of Operations
               Three Months Ended January 31, 1997 and 1996              6

           Consolidated Condensed Statements of Cash Flows
               Nine Months Ended January 31, 1997 and 1996               7

           Notes to Consolidated Condensed Financial Statements          8

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


Part II.  Other Information:

           Item 1 - Legal Proceedings                                    13

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

           Signatures                                                    14

















           See accompanying notes to consolidated condensed financial
                                  statements.

                                     2 of 14


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Consolidated Condensed Balance Sheets



                                             January 31,               April 30,
                                                1997                     1996
                                             (UNAUDITED)               (NOTE A)
                                                        (In thousands)

ASSETS:

Current assets:
        Cash and cash equivalents            $  2,892                  $15,915
        Marketable securities                  20,869                    5,632
        Accounts receivable, net (NOTE B)      14,233                   13,415
        Inventories (NOTE C)                   10,966                   10,281
        Prepaid and other                       1,797                    1,026
                                              -------                  -------
                  Total current assets         50,757                   46,269

Property, plant and equipment, net              8,633                    8,839

Investment in direct finance lease              9,681                    9,607

Other assets                                    4,114                    4,055
                                              -------                  -------

              Total assets                    $73,185                  $68,770
                                              =======                  =======



















           See accompanying notes to consolidated condensed financial
                                  statements.

                                     3 of 14


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Consolidated Condensed Balance Sheets (Continued)




                                                 January 31,         April 30,
                                                    1997               1996
                                                 (UNAUDITED)         (NOTE A)
                                                        (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Current maturities of long-term debt   $  9,750             $   750
        Accounts payable - trade                  1,454               1,379
        Accrued liabilities and other             2,377               2,341
                                               --------             -------
                  Total current liabilities      13,581               4,470

Long term debt net of current maturities          1,875              11,438
Other                                             3,767               3,439
                                               --------             -------
                  Total liabilities              19,223              19,347
                                               --------             -------

Stockholders' equity:
    Preferred stock  - $1.00 par value              -0-                 -0-
    Common stock  -  $1.00 par value              6,006               6,006
    Additional paid - in capital                 35,149              35,024
    Retained earnings                            19,756              16,265
                                               --------             -------
                                                 60,911              57,295

    Common stock reacquired and held in 
    treasury - 
       at cost, 1,063,312 shares at 
       January 31, 1997 and 1,159,905
       shares at April 30, 1996                  (4,795)             (5,075)
    Unamortized ESOP debt                        (1,625)             (2,000)
    Notes receivable  - common stock               (583)               (740)
    Unrealized holding gain                         150                  56
    Unearned compensation                           (96)               (113)
                                                -------             ------- 
              Total stockholders' equity         53,962              49,423
                                                -------             -------

Total liabilities and stockholders' equity      $73,185             $68,770
                                                =======             =======











           See accompanying notes to consolidated condensed financial
                                  statements.

                                     4 of 14


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                          Nine Months Ended January 31,
                                   (Unaudited)

                                                 1997                    1996
                                            (In thousands except per share data)


Net Sales                                    $  20,258                $ 17,427
                                             ---------                --------

Cost of sales                                   12,906                  11,887
Selling and administrative expenses              4,251                   4,449
Research and development expenses                1,189                     610
                                             ---------                --------

        Total operating expenses                18,346                  16,946
                                             ---------                --------

             Operating profit                    1,912                     481

Other income (expense):
     Interest income                             1,133                     985
     Interest expense                             (660)                   (749)
     Other income, net                           1,336                   1,486
                                             ---------                --------

Earnings before provision for
        income taxes                             3,721                   2,203

Income tax provision                               230                      63
                                             ---------                --------

Net earnings                                $    3,491               $   2,140
                                            ==========               =========


Net earnings per common share                  $  0.72                 $  0.43
                                               =======                 =======

Weighted average common shares outstanding   4,831,209               5,003,256
                                             =========               =========















           See accompanying notes to consolidated condensed financial
                                  statements.

                                     5 of 14


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                         Three Months Ended January 31,
                                   (Unaudited)


                                                  1997                   1996
                                            (In thousands except per share data)


Net Sales                                        $  7,558             $  6,513
                                                 --------             --------

Cost of sales                                       4,838                4,289
Selling and administrative expenses                 1,459                1,545
Research and development expenses                     548                  309
                                                ---------             --------

        Total operating expenses                    6,845                6,143
                                                ---------             --------

             Operating profit                         713                  370

Other income (expense)
     Interest income                                  420                  332
     Interest expense                                (217)                (260)
     Other income, net                                526                  492
                                                ---------             --------

Earnings before provision for
        income taxes                                1,442                  934

Income tax provision                                  100                   21
                                                ---------             --------

Net earnings                                    $   1,342             $    913
                                                =========             ========


Net earnings per common share                     $  0.27              $  0.19
                                                  =======              =======

Weighted average common shares outstanding      4,908,290            4,928,711
                                                =========            =========














           See accompanying notes to consolidated condensed financial
                                  statements.

                                     6 of 14


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Cash Flows

                          Nine Months Ended January 31,
                                   (Unaudited)


                                                      1997            1996
                                                      ----            ----
                                                          (In thousands)

Cash flows from operating activities:
     Net earnings                                  $  3,491        $  2,140
     Non-cash charges to earnings                     1,333           1,248
     Net changes in assets and liabilities           (2,226)            535
                                                    --------        -------
Net cash provided by operating activities             2,598           3,923

Cash flows from investing activities:
    (Purchase) sale of marketable securities        (15,073)          5,851
     Other - net                                       (287)            464
                                                   --------         -------
Net cash provided by (used in) investing 
    activities                                      (15,360)          6,315

Net cash used in financing activities                  (261)         (1,235)
                                                   --------         ------- 

Net increase (decrease) in cash                     (13,023)          9,003

Cash and cash equivalents at beginning of period     15,915           4,291
                                                   --------         -------

Cash and cash equivalents at end of period         $  2,892         $13,294
                                                   ========         =======

















           See accompanying notes to consolidated condensed financial
                                  statements.

                                     7 of 14


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)


NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
     consolidated condensed interim financial statements reflect all adjustments
     (which  include  only normal  recurring  adjustments)  necessary to present
     fairly, in all material  respects,  the consolidated  financial position of
     the Company as of January 31,  1997 and the results of its  operations  for
     the three and nine  months  ended  January  31,  1997 and 1996 and its cash
     flows for the nine months  ended  January 31, 1997 and 1996.  The April 30,
     1996  consolidated   condensed  balance  sheet  was  derived  from  audited
     financial statements. Certain information and footnote disclosures normally
     included in financial  statements  prepared in  accordance  with  generally
     accepted  accounting  principles  have been  condensed  or  omitted.  It is
     suggested that these consolidated condensed financial statements be read in
     conjunction with the financial statements and notes thereto included in the
     Company's  April 30, 1996  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 - ACCOUNTS RECEIVABLE

     Accounts  receivable  at January 31, 1997 and April 30, 1996 include  costs
     and  estimated  earnings  in excess of billings  on  uncompleted  contracts
     accounted  for on the  percentage  of  completion  basis  of  approximately
     $8,326,000 and $5,315,000,  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 C - INVENTORIES

     Inventories,  which are reported net of reserves of $940,000 at January 31,
     1997 and April 30, 1996, consist of the following:

                                            January 31, 1997      April 30, 1996
                                            ----------------      --------------
                                                           (In thousands)

        Raw materials and Component parts        $  2,149          $  1,998

        Work in progress                            8,817             8,283
                                                  -------           -------

                                                  $10,966           $10,281
                                                  =======           =======









                                     8 of 14


<PAGE>



                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Item 2

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

RESULTS OF OPERATIONS

Comparative details of results of operations for the three and nine months ended
January 31:

                                        (Dollar amounts in thousands)

                              Three months ended          Nine months ended
                                  January 31,    %          January 31,    %
                               1997       1996 change    1997      1996  change
                               ----       ---- ------    ----      ----  ------
Net Sales
    Commercial ...........   $ 5,694   $ 3,074  85%    $14,161   $ 6,962   103%
    US Government ........     1,864     3,439 (46%)     6,097    10,465   (42%)
                             -------   -------         -------   -------
                               7,558     6,513  16%     20,258    17,427    16%

Cost of Sales ............     4,838     4,289  13%     12,906    11,887     9%

Selling and administrative
expenses: ................     1,459     1,545  (6%)     4,251     4,449    (4%)

Research and development
    expenses: ............       548       309  77%      1,189       610    95%
                               -----   -------         -------    ------

Operating income .........       713       370  93%      1,912       481   298%

Nonoperating income- net .       729       564  29%      1,809     1,722     5%

Net earnings .............   $ 1,342   $   913  47%    $ 3,491   $ 2,140    63%
                             =======   =======         =======   =======

For the nine months ended January 31, 1997,  operating  income improved by $1.43
million over the comparable period of fiscal 1996 and net earnings  increased by
$1.35  million.  Operating  income for the fiscal quarter ended January 31, 1997
improved by $343,000  over the  comparable  period of fiscal 1996;  net earnings
increased by $429,000. These results were achieved through increases in sales of
16%,  coupled with improved margins and reduced costs relative to sales over the
comparable fiscal 1996 periods.

As illustrated in the table above, commercial sales continue to grow, increasing
by 85% and 103%,  respectively,  in the 1997  periods over the  comparable  1996
periods. As a percentage of total sales,  commercial sales have increased to 75%
in the three  months  ended  January  31, 1997 from 47% in the  comparable  1996
quarter;  and to 70% for the nine months ended January 31, 1997 from 40% for the
comparable  1996 period.  The Company  anticipates  that  commercial  sales will
continue  to be the  dominant  portion of its  business  for the  balance of the
fiscal year and for the foreseeable future.

Gross  margins  for the  three  and nine  months  ended  January  31,  1997 have
increased  to 36% as compared to 34% and 32% for the  respective  1996  periods.
These  results were  obtained as a result of meaningful  cost  reductions  which
became fully  operative in the second quarter of fiscal 1996.  Cost savings were
realized primarily in the areas of

                                     9 of 14


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

RESULTS OF OPERATIONS (con't.)

personnel and  compensation  coupled with  operational  efficiencies and product
mix.  With  continuing  strong  commercial  business  based on  recent  contract
bookings,  the Company expects to realize similar if not improved profit margins
for the remainder of fiscal 1997.

Selling  and  administrative  costs  decreased  by $86,000 or 6% for the quarter
ended  January 31,  1997,  and by $198,000  (4%) for the nine month  period then
ended over the comparable 1996 periods. This was due principally to the benefits
of the Company's  cost  reduction  program  which became fully  operative in the
second  quarter of the 1996 fiscal year and  reduced  legal fees  related to the
Company's  on-going  litigation  with  the  US  government.  Cost  savings  were
partially  offset  during the fiscal  1997  periods by  accruals  for  incentive
bonuses which may result from the Company's increased profitability.

Research and development  costs in the fiscal 1997 periods increased by $239,000
and $579,000,  respectively,  over the  comparable  three-month  and  nine-month
periods ended January 31, 1996.  These  increases are the result of  intensified
efforts to  develop  new  products  and to enhance  functional  capabilities  of
existing products which will serve primarily the Company's commercial customers.
The 1997 third quarter research and development expenses also reflects expensing
of certain residual materials and costs from the Company's successful commercial
rubidium  development efforts.  Without such expenses,  research and development
expenses would have increased by 11% and 61%, respectively,  over the comparable
fiscal 1996 periods.  The Company  expects to continue to invest in research and
development at  approximately  the same rate for the balance of 1997 and for the
foreseeable future.

Nonoperating  income,  net of nonoperating  expenses,  increased by $165,000 and
$87,000,  respectively,  in the three months and nine months  ended  January 31,
1997 from the  comparable  fiscal 1996  periods.  Interest  income  increased by
$88,000 (27%) in the fiscal 1997 quarter over the comparable fiscal 1996 quarter
and by $148,000  (15%) for the fiscal 1997 nine month period over the comparable
fiscal 1996  period.  This is the result of a 24%  increase in  interest-earning
assets from  January 31,  1996 to January  31,  1997 offset by a  moderation  in
interest rates from the levels of the fiscal 1996 three- and nine-month periods.
Interest expense  decreased by $43,000 (17%) and $89,000 (12%) during the fiscal
1997  quarter and  nine-month  period  ended  January  31, 1997  compared to the
comparable  fiscal 1996  periods.  These  decreases are also the result of lower
interest rates during fiscal 1997 coupled with declining long-term debt balances
as the Company  makes  scheduled  principal  payments.  Although  the Company is
unable to predict the future  levels of  interest  rates,  at current  rates the
Company  anticipates  that  investment  income will  continue  to  increase  and
interest  expense  will  continue to decrease  when  compared to earlier  fiscal
periods.  Other  income,  which  consists  principally  of rental income under a
long-term  lease,  net of related  expenses,  increased  by $34,000 (7%) for the
three-month  period and decreased by $150,000  (10%) for the  nine-month  period
ended  January 31, 1997  compared to the  comparable  fiscal 1996  periods.  The
decrease in the nine- month period is  attributable  to adjustments for property
taxes against  rental  property in the first quarter of fiscal 1997.  Net rental
income is expected to continue at present  levels for the balance of fiscal 1997
and into the early part of the next fiscal year.




                                    10 of 14


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $37.2  million at January 31, 1997  although this is a decrease from
the working  capital level at April 30, 1996 of $41.8  million.  This decline is
wholly  attributable to the  reclassification to current liabilities of the real
estate construction loan of $9 million which is due on July 31, 1997.  Excluding
that reclassification, working capital would have increased by $4.4 million from
the level at the end of the last fiscal  year.  Included  in working  capital at
January 31,  1997 is $23.8  million of cash,  cash  equivalents  and  marketable
securities which are readily convertible to cash.

Net cash provided by operating  activities for the nine months ended January 31,
1997, was $2.6 million  compared to $3.9 million for the comparable 1996 period.
The decrease in net inflow of cash from operating  activities in the fiscal 1997
period  occurred  largely  as a result of  changes  in the  balances  of certain
current  assets and  liabilities.  Accounts  receivable  increased  by  $818,000
principally  due to an  increase  in costs and  estimated  earnings in excess of
billings on uncompleted  contracts of $3 million offset by collections on billed
receivables. Inventory levels increased by $685,000 reflecting a higher level of
activity during fiscal 1997. Prepaid and Other increased by $771,000  reflecting
prepaid  property taxes,  increased  accrued  interest  receivable on marketable
securities and a receivable  from the Company's  direct finance lease tenant for
reimbursement of property taxes. Payments were made against accounts payable for
purchases  under a  procurement  contract  which  is  winding  down,  offset  by
increased  accruals for incentive  compensation.  The Company  anticipates  that
operating activities for all of fiscal 1997 will generate positive cash flow.

Net cash used in  investing  activities  for the nine months  ended  January 31,
1997,  was $15.4  million.  Of this  amount,  $15.1  million was used to acquire
certain  U.S.  government  and agency  securities.  The Company may  continue to
acquire  or  redeem   marketable   securities  as  dictated  by  its  investment
strategies.  The Company is continuing the installation of new computer software
which was substantially completed by the end of the third quarter of fiscal 1997
at a total  capitalized cost of less than $500,000.  In the fourth quarter,  the
Company  intends  to  install  new,   cost-saving   production  equipment  at  a
capitalized  cost of approximately  $600,000.  The Company has no other material
commitments for capital expenditures.

Net cash used in  financing  activities  for the nine months  ended  January 31,
1997,  was $261,000.  During the period,  the Company made  regularly  scheduled
long-term debt payments of $536,000. This cash outflow was offset by the sale of
the Company's  common stock out of treasury for $280,000 as certain officers and
other employees  exercised stock option rights. On July 31,1997,  the Company is
obligated to repay the $9 million real estate  construction  loan which was used
to finance the building  which is leased to a third party under a direct finance
lease.  The Company is evaluating  its options which may include paying the loan
out of current assets, refinancing the loan or some combination thereof.

The  Company  will  continue  to expend  its  resources  and  efforts to develop
hardware for commercial  satellite programs and commercial ground  communication
and navigation  systems,  especially digital wireless systems,  which management
believes will result in future growth and  continued  profitability.  Internally
generated cash will be adequate to fund development efforts in these markets.

                                    11 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)


LIQUIDITY AND CAPITAL RESOURCES (con't.)

At January 31, 1997, the Company's backlog amounted to approximately $16 million
of  which  approximately  $14  million  is  funded.  This  is  compared  to  the
approximately  $15 million backlog at April 30, 1996.  Backlog of commercial and
foreign customers approximates $11.5 million at January 31, 1997.

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

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



































                                    12 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

                                     PART II


     ITEM 1 - Legal Proceedings

         On November  17,  1993,  Registrant  was  indicted on criminal  charges
     alleging  conspiracy  and fraud in connection  with six contracts for which
     Registrant was a subcontractor.  In addition,  two derivative  actions have
     been filed against the Board of Directors  essentially  seeking recovery on
     behalf  of the  Company  for  any  losses  it  incurs  as a  result  of the
     indictment.

         On December 14, 1993, Registrant was notified by the U.S. Department of
     the Air Force that it had been suspended from  contracting  with any agency
     of the government.  Certain  exceptions  will apply if a compelling  reason
     exists.  The  suspension  is temporary  subject to the outcome of the legal
     proceedings in connection with the indictment.

         In March 1994, a qui tam action was filed  against the  Registrant  and
     its former  chief  executive  officer and, in July 1995, a separate qui tam
     action was served upon the Registrant and certain employees of Registrant.

         The Company and the  individual  defendants  have pleaded not guilty to
     all actions and are vigorously contesting all charges.

         On February 14, 1997,  the Company filed a petition in federal court to
     obtain  a  preliminary  injunction  against  the  Air  Force  to  lift  its
     suspension. The Company alleges that continuation of the suspension exceeds
     the Air Force's  authority  under the Federal  Acquisition  Regulations and
     denies the Company  its rights to  procedural  due process and  fundamental
     fairness  mandated by  applicable  regulations.  Details of this filing are
     contained  in the  Company's  Current  Report  on Form 8-K  filed  with the
     Securities and Exchange Commission on February 21, 1997.

         For all items noted above, except the preceding paragraph, reference is
     made to Item 3 - Legal  Proceedings of  Registrant's  Annual Report on Form
     10K for the year  ended  April  30,  1996 on file with the  Securities  and
     Exchange Commission.


     ITEM 6 - Exhibits and Reports on Form 8-K

         (a) Exhibits - None

         (b)  No reports on Form 8-K were filed during the quarter ended January
              31, 1997, however, see the next-to-last  paragraph of Item 1 above
              regarding  the Current  Report on Form 8-K filed on  February  21,
              1997.








                                    13 of 14


<PAGE>


                                   SIGNATURES


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


                                         FREQUENCY ELECTRONICS, INC.
                                                     (Registrant)

Date:  March 14, 1997                     BY  /s/ Joseph P. Franklin
                                              ----------------------
                                                Joseph P. Franklin
                                                Chief Executive Officer and
                                                Chief Financial Officer


Date:  March 14, 1997                     BY  /s/ Alan Miller
                                              ---------------
                                                Alan Miller
                                                Controller


































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