SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

(Mark one)

   [X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 or 15 (d) OF THE 
        SECURITIES EXCHANGE ACT OF 1934 
                  For the Quarterly Period ended July 31, 1998

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of September 9, 1998 - 7,729,971

                                  Page 1 of 13





<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                     Page No.

    Item 1 - Financial Statements:

     Consolidated Condensed Balance Sheets -
         July 31, 1998 and April 30, 1998                             3-4

     Consolidated Condensed Statements of Operations
         Three Months Ended July 31, 1998 and 1997                     5

     Consolidated Condensed Statements of Cash Flows
         Three Months Ended July 31, 1998 and 1997                     6

     Notes to Consolidated Condensed Financial Statements             7-8

    Item 2 - Management's Discussion and Analysis of
            Financial Condition and Results of Operations             9-11


Part II.  Other Information:                       

    Item 1 - Legal Proceedings                                        12

    Item 6 - Exhibits and Reports on Form 8-K                         12

    Signatures                                                        13





















                                     2 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Consolidated Condensed Balance Sheets



                                             July 31,             April 30,
                                              1998                 1998
                                           (UNAUDITED)           (NOTE A)
                                                    (In thousands)

ASSETS:

Current assets:

        Cash and cash equivalents         $   2,193             $  8,725

        Marketable securities                33,636               36,661

        Accounts receivable, net             19,060               18,640

        Inventories                           7,304                6,475

        Deferred income taxes                 4,740                5,000

        Prepaid and other                       826                  986
                                            -------              -------

                  Total current assets       67,759               76,487

Property, plant and equipment, net            9,127                9,159

Other assets                                  3,177                3,134
                                            -------              -------

              Total assets                  $80,063              $88,780
                                            =======              =======

















                See accompanying notes to consolidated condensed
                             financial statements.

                                     3 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Consolidated Condensed Balance Sheets (Continued)




                                                     July 31,         April 30,
                                                       1998             1998
                                                    (UNAUDITED)       (NOTE A)
                                                           (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Current maturities of long-term debt             $    479         $    479
  Accounts payable - trade                              955            1,283
  Accrued liabilities and other                       2,577           11,770
                                                   --------          -------
                  Total current liabilities           4,011           13,532

Long term debt net of current maturities                375              500
Deferred expenses                                     6,381            6,305
Deposit liability and other                          11,983           12,036
                                                   --------          -------
                  Total liabilities                  22,750           32,373
                                                   --------          -------

Stockholders' equity:
  Preferred stock  - $1.00 par value                   -0-              -0-
  Common stock  -  $1.00 par value                   9,009            9,009
  Additional paid - in capital                      36,637           36,306
  Retained earnings                                 16,501           15,983
                                                   -------           ------
                                                    62,147           61,298

  Common stock reacquired and held in treasury - 
    at cost, 1,279,288 shares at July 31, 1988
    and 1,296,913 shares at April 30, 1998          (3,578)          (3,632)
  Unamortized ESOP debt                               (875)          (1,000)
  Notes receivable  - common stock                    (287)            (287)
  Unearned compensation                                (78)             (89)
  Accumulated other comprehensive (loss) income        (16)             117
                                                   -------          -------
                  Total stockholders' equity        57,313           56,407
                                                   -------          -------

  Total liabilities and stockholders' equity       $80,063          $88,780
                                                   =======          =======









                See accompanying notes to consolidated condensed
                             financial statements.

                                     4 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                           Three Months Ended July 31,
                                   (Unaudited)

                                              1998                1997
                                         (In thousands except per share data)


Net Sales                                  $  7,015             $ 7,301
                                           --------             -------
Cost of sales                                 4,626               4,820
Selling and administrative expenses           1,194               1,343
Research and development expense                795                 293
                                           --------             -------
        Total operating expenses              6,615               6,456
                                           --------             -------
             Operating profit                   400                 845

Other income (expense):
     Investment income                          649                 441
     Interest expense                           (89)               (233)
     Other (expense) income, net                (42)                395
                                           --------             -------
Earnings before provision for
        income taxes                            918               1,448

Income tax provision
        Current                                  50                  50
        Deferred                                350                   -
                                           --------             -------
                                                400                  50
                                           --------             -------
Net earnings                               $    518             $ 1,398
                                           ========             =======


Net earnings per common share
        Basic                               $  0.07             $  0.19
                                            =======             =======
        Diluted                             $  0.07             $  0.18
                                            =======             =======

Average shares outstanding
        Basic                              7,514,841           7,208,678
                                           =========           =========
        Diluted                            7,917,734           7,640,273
                                           =========           =========






                See accompanying notes to consolidated condensed
                             financial statements.

                                     5 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Cash Flows

                           Three Months Ended July 31,
                                   (Unaudited)


                                                          1998            1997
                                                          ----            ----
                                                             (In thousands)

Cash flows from operating activities:
  Net earnings                                          $   518         $ 1,398
  Non-cash charges to earnings                            1,196             592
  Litigation settlement                                  (8,000)              -
  Net changes in assets and liabilities                  (2,012)            941
                                                        -------         -------
Net cash (used in) provided by operating activities      (8,298)          2,931

Cash flows from investing activities:
  Sale (purchase) of marketable securities -net           2,866          (1,476)
  Other - net                                              (221)           (282)
                                                        -------         -------
Net cash provided by (used in) investing activities       2,645          (1,758)

Cash flows from financing activities:
  Dividends paid                                           (771)           (746)
  Other - net                                              (108)            313
                                                        -------         -------
Net cash used in financing activities                      (879)           (433)
                                                        -------         -------
    Net (decrease) increase in cash                      (6,532)            740

    Cash at beginning of period                           8,725           3,448
                                                        -------         -------

    Cash at end of period                               $ 2,193         $ 4,188
                                                        =======         =======


















                See accompanying notes to consolidated condensed
                             financial statements.

                                     6 of 13


<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 July 31, 1998 and the results of its  operations and cash
     flows for the three months ended July 31, 1998 and 1997. The April 30, 1998
     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, 1998 Annual Report to Stockholders. The results of operations for
     such  interim  periods  are not  necessarily  indicative  of the  operating
     results for the full year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
     diluted Earnings Per Share are as follows:
                                                Three months ended July 31,
                                                 1998                1997
       Basic EPS Shares outstanding
         (weighted average)                   7,514,841           7,208,678
       Effect of Dilutive Securities            402,893             431,595
                                              ---------           ---------
       Diluted EPS Shares outstanding         7,917,734           7,640,273
                                              =========           =========

     Options to purchase 118,500 shares of common stock were outstanding  during
     the  three  months  ended  July  31,  1998 but  were  not  included  in the
     computation of diluted earnings per share because the exercise price of the
     options was greater than the average  market price of the Company's  common
     shares  during the period and,  therefore,  the  inclusion  of such options
     would have been antidilutive.

NOTE C - DEFERRED INCOME TAXES

     As  a  result  of  continued  operating  profits,   the  recent  litigation
     settlement and the 1998 real estate  transactions,  the Company  expects to
     fully utilize its tax net operating  loss  carryforward.  As a consequence,
     beginning in the third quarter of fiscal 1998, the Company records deferred
     income taxes based upon the differences between the financial statement and
     tax bases of assets and  liabilities  using enacted tax rates in effect for
     the year in which the  differences  are expected to reverse.  The principal
     components of deferred taxes relate to the timing of  deductibility  of the
     litigation settlement,  certain employee benefits, accounting for long-term
     contracts and depreciation of property, plant and equipment.

NOTE D - ACCOUNTS RECEIVABLE

     Accounts  receivable  at July 31, 1998 and April 30, 1998 include costs and
     estimated earnings in excess of billings on uncompleted contracts accounted
     for on the percentage of completion basis of approximately  $13,735,000 and
     $13,618,000,  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.

                                     7 of 13

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE E - INVENTORIES

     Inventories,  which are reported net of reserves of  $1,400,000 at July 31,
     1998 and April 30, 1998, consist of the following:

                                             July 31, 1998      April 30, 1998
                                             -------------      --------------
                                                      (In thousands)

       Raw materials and Component parts        $ 2,432           $ 2,857
       Work in progress                           4,872             3,618
                                                -------           -------
                                                $ 7,304           $ 6,475
                                                =======           =======

NOTE F - ADOPTION OF SFAS 130, "REPORTING COMPREHENSIVE INCOME"

     As of May 1, 1998, the Company  adopted  Statement of Financial  Accounting
     Standards No. 130, "Reporting  Comprehensive Income" ("SFAS NO. 130"). SFAS
     No.  130   establishes   new  standards   for   reporting  and   displaying
     comprehensive  income and its  components  within the  Company's  financial
     statements;  however,  the  adoption  of SFAS No.  130 has no impact on the
     Company's  net  income  or  stockholders'  equity.  SFAS No.  130  requires
     unrealized  gains and losses on the Company's  marketable  securities to be
     reported in comprehensive income. Prior to adoption of this statement, such
     gains and losses were reported  separately in stockholders'  equity.  Prior
     year  financial  statements  have  been  reclassified  to  conform  to  the
     requirements of SFAS No.
     130.

     During the first quarter of  1999  and  1998,  total  comprehensive  income
     amounted to $324,000 and $1,597,000, respectively.

NOTE G - RECENTLY ISSUED PRONOUNCEMENTS

     The Financial  Accounting  Standards  Board  recently  issued SFAS No. 131,
     "Disclosures  about  Segments of an  Enterprise  and Related  Information,"
     which is effective for the Company in future  periods.  This  pronouncement
     deals with disclosure matters and, upon adoption,  will not have any effect
     on the Company's financial position, results of operations or cash flows.

NOTE H - CONTINGENCIES

     Reference is made to Notes 9 and 10 of the Company's  Annual Report on Form
     10K for the year  ended  April  30,  1998  for  information  regarding  the
     litigation settlement and other legal proceedings. See also Part II, Item 1
     of this Form 10Q.











                                     8 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Item 2

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

RESULTS OF OPERATIONS

The table below sets forth for the  respective  first  quarters of fiscal  years
1999 and 1998 the percentage of  consolidated  net sales  represented by certain
items in the Company's consolidated statements of operations:

                                              Three months ended
                                                    July 31
                                            1998              1997
                                            ----              ----
  Net Sales
     Commercial                             82.5%             84.3%
     US Government                          17.5              15.7
                                           -----             -----
                                           100.0             100.0

  Cost of Sales                             65.9              66.0
  Selling and administrative expenses:      17.0              18.4
  Research and development expenses         11.3               4.0
                                           -----             -----
     Operating profit                        5.7              11.6

  Other income (expense)- net                7.4               8.2
                                           -----             -----
  Pretax Income                             13.1              19.8
  Provision for income taxes                 5.7               0.7
                                           -----             -----
     Net earnings                            7.4%             19.1%
                                           =====             =====


For the three months ended July 31, 1998, operating profit decreased by $445,000
(53%) over the comparable period of fiscal year 1998 and net earnings  decreased
by $880,000  (63%).  These outcomes were the result of a modest decline in sales
for the first  quarter of fiscal 1999  coupled  with a  significant  increase in
research and  development  spending and the recognition of deferred income taxes
compared to the comparable period of fiscal 1998.

As  illustrated  in  the  table  above,   the  Company  has  made  a  successful
transformation  into a non-U.S.  government provider of specialty timing devices
for commercial  space and terrestrial  wireless  applications.  Commercial sales
comprise 82% and 84% of total sales for the three months ended July 31, 1998 and
1997, respectively.  Overall, sales have declined 4% as the Company focuses more
of its internal resources on developing  additional products to fulfill expected
demand for commercial space hardware.

Gross  margins for the three months  ended July 31, 1998 and 1997 have  remained
constant at 34%. Margins on its commercial  revenues were 37% as compared to 20%
for US  government  programs.  During the  quarter  ended July 31,  1997,  gross
margins on commercial  sales were 38% while  margins on US  government  programs
were 12%. The improvement in US government  margins in the fiscal 1999 period is
attributable to the near conclusion of certain unprofitable  contracts for which
loss reserves  were  recorded in the prior fiscal year.  With the present mix of
commercial versus government projects and recent contract bookings,  the Company
expects to realize improved profit margins for the remainder of fiscal 1999.

                                     9 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)


Selling and  administrative  costs  decreased by $149,000  (11%) for the quarter
ended July 31, 1998, over the three months ended July 31, 1997. This decrease is
largely  attributable to the decline in legal expenses  related to the Company's
litigation  with the U.S.  government  which was settled in June 1998. All costs
related to the  settlement  were accrued as of April 30, 1998. As a consequence,
the Company  anticipates that selling and administrative  expenses will be lower
in the first part of fiscal 1999 as compared to the prior fiscal year.  Spending
will likely  increase in the latter half of the year as the Company  intensifies
its marketing efforts for its commercial space hardware products.

Research and development  costs in the fiscal 1999 period  increased by $502,000
(171%) over the comparable  three month period ended July 31, 1997. As indicated
previously,  the Company  intends to devote  significant  resources to develop a
line of generic  products to be used as the building  blocks for the  commercial
satellite  transponder  market.  In prior  years,  the Company  secured  partial
customer  funding for its  development  efforts.  For the satellite  transponder
development  effort and other  development  projects  during  fiscal  1999,  the
Company  is willing to spend up to $6 million of its own funds in order to bring
such products to the market by the end of the fiscal year.  Internally generated
cash and cash reserves will be adequate to fund this development effort.

Net  nonoperating  income and expense  decreased  by $85,000  (14%) in the three
months ended July 31, 1998 from the comparable  fiscal 1998 quarter.  Investment
income  increased by $208,000 (47%) in the 1999 quarter over the comparable 1998
quarter. This is the result of a 50% increase in income-earning assets from July
31, 1997 to July 31, 1998.  Interest expense  decreased by $144,000 (62%) during
the fiscal  1999  quarter  compared  to the period  ended  July 31,  1997.  This
decrease is the result of the repayment  during the third quarter of fiscal 1998
of over  $10  million  of debt  related  to the  Company's  former  real  estate
holdings.  Other income (expense),  net, decreased by $437,000 (111%). In fiscal
1998,  this category  consisted  principally  of rental income under a long-term
lease.  Since this lease was part of the real estate  sales  effected in January
1998,  no further  income will be derived from that source.  During fiscal 1999,
this category  contained costs related to the relocation of the Company's office
and manufacturing  facility within its leased-back building.  For the balance of
fiscal 1999, costs in Other income (expense), net, are expected to be nominal.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $64 million at July 31,  1998  compared to working  capital at April
30, 1998,  of $63 million.  Included in working  capital at July 31, 1998 is $36
million of cash,  cash  equivalents  and  marketable  securities,  including $12
million of REIT units which are convertible to Reckson  Associates  Realty Corp.
common stock after January 6, 1999.

Net cash used in operating  activities for the three months ended July 31, 1998,
was $8.3 million compared to a net cash inflow of $2.9 million in the comparable
fiscal 1998 quarter. The fiscal 1999 net outflow is the result of the $8 million
litigation  settlement  coupled with larger research and  development  spending.
Without those two items,  cash flows from operating  activities  would have been
posititve.  The Company  will  continue to expend its  resources  and efforts to
develop  hardware  for  commercial  satellite  programs  and  commercial  ground
communication  and navigation  systems which management  believes will result in
future growth and continued  profitability.  Internally  generated cash and cash
reserves will be adequate to fund  development  efforts in these  markets.  As a
result of this investment in its future during the remainder of fiscal 1999, the
Company  does not  anticipate  that it will  generate  positive  cash  flow from
operating activities this fiscal year.

                                    10 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Net cash  provided by investing  activities  for the three months ended July 31,
1998,  was $2.6 million.  This amount was generated  through the sale of certain
U.S.  government  and agency  securities  aggregating  $2.87  million  which was
partially  offset by the  acquisition  of capital  equipment  for  approximately
$221,000. The Company may continue to acquire or redeem marketable securities as
dictated by its investment  strategies as well as by the cash  requirements  for
its  development  activities.  The Company may spend up to $2 million on capital
equipment related to the development and manufacture of new products. During the
second quarter of fiscal 1999,  the Company  intends to install the next upgrade
to its financial software, the cost of which is not expected to exceed $150,000.
The purchase of this  financial  software  package two years ago,  including the
upgrades,  has  satisfactorily  addressed the issue of compliance  with the year
2000  problem.   The  Company  has  determined  that   additional   operational,
nonfinancial software must be obtained to resolve the year 2000 issue in certain
production and support  areas,  the cost of which will not exceed  $50,000.  The
Company has sufficient resources to acquire this and other capital equipment.

Net cash used in financing  activities for the three months ended July 31, 1998,
was  $879,000  compared  to $433,000  for the  comparable  fiscal 1998  quarter.
Included  in the  fiscal  1999  amount is payment  of the  Company's  semiannual
dividend in the aggregate amount of $771,000. An additional $177,000 was used to
make  regularly  scheduled  long-term  liability  payments.  These outflows were
partially  offset by  transactions  related to the  Company's  common  stock and
involving certain officers and other employees who exercised stock option rights
($69,000).

At July 31, 1998, the Company's  backlog amounted to  approximately  $19 million
compared to the  approximately  $22 million  backlog at April 30, 1998.  Of this
backlog, approximately 50% is realizable during fiscal 1999.


"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.















                                    11 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

                                     PART II


     ITEM 1 - Legal Proceedings

         On June 19, 1998, Frequency  Electronics,  Inc. ("FEI" or "Registrant")
     and the U.S.  Government  entered into a Plea Agreement,  Civil  Settlement
     Agreement and related documents ("Settlement Agreement") thereby concluding
     a global disposition of certain previously reported pending litigations and
     matters.  All  criminal  charges  brought  by the U.S.  Government  against
     certain  officers,  employees and former  employees of FEI were  dismissed,
     with prejudice. The criminal charges brought by the U.S. Government against
     FEI were dismissed,  with prejudice,  with the exception of a single charge
     of  submitting  a  false  statement  which  failed  to  disclose  the  full
     explanation of FEI's costs on a highly classified government project, as to
     which FEI pled guilty and paid the U.S.  Government  a fine of $400,000 and
     $1.1  million as  reimbursement  for costs of its  investigation,  with all
     known criminal  investigations of FEI having been resolved.  As part of the
     Settlement Agreement, the Fox Civil Case was dismissed,  with prejudice, as
     to all  defendants  and FEI paid the the U.S.  Government  $1.5  million to
     settle  this case;  and the  Geldart  qui tam action  was  dismissed,  with
     prejudice,  as to all  defendants  and FEI paid the the U.S.  Government $5
     million to settle this case.

         The  Settlement  Agreement  does not affect other  previously  reported
     pending  litigations and matters  including a second qui tam action and two
     separate  derivative  shareholder  actions which seek recovery on behalf of
     the  Company  for any  losses it incurs as a result of the U.S.  Government
     indictments.

         On December 14, 1993,  FEI was notified by the U.S.  Department  of the
     Air Force that it had been  suspended from  contracting  with any agency of
     the  government.  On  February  14,  1997,  FEI filed a petition in federal
     district  court  to  obtain  an  injunction  against   continuance  of  the
     government  contract  suspension.  On March 14, 1997,  the court  dismissed
     FEI's  action and  refused to grant  FEI's  motion for an  injunction.  FEI
     appealed  the  district  court's  decision  to the United  States  Court of
     Appeals.  On July 1, 1998, the Court of Appeals affirmed the district court
     order.

         On July 9, 1998,  FEI was  notified by the U.S.  Department  of the Air
     Force of FEI's proposed  debarment  based upon FEI's guilty plea entered in
     connection with the global  disposition and the Settlement  Agreement.  FEI
     does not believe  that the  debarment  should be for an extended  period of
     time, although FEI is unable to predict the period of such debarment.

         For  all  items  noted  above,  reference  is  made  to  Item 3 - Legal
     Proceedings  of  Registrant's  Annual Report on Form 10K for the year ended
     April 30, 1998 on file with the Securities and Exchange Commission.

     ITEM 6 - Exhibits and Reports on Form 8-K

         (a) Exhibits - None

         (b) On June 19,  1998,  the  Company's  report on Form 8-K,  containing
     disclosure under Item 5 thereof (litigation settlement), was filed with the
     Securities and Exchange Commission.





                                    12 of 13

<PAGE>


                                   SIGNATURES


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


                                            FREQUENCY ELECTRONICS, INC.
                                                   (Registrant)

Date:  September 14, 1998                   BY  /s/ Joseph P. Franklin
                                                ----------------------
                                                 Joseph P. Franklin
                                                 Chief Executive Officer and
                                                 Chief Financial Officer


Date: September 14, 1998                    BY  /s/ Alan Miller
                                                ---------------
                                                 Alan Miller
                                                 Controller


































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