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, 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 September 9, 1997 - 5,094,363.

                                  Page 1 of 12







<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                      Page No.

    Item 1 - Financial Statements:                           

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

        Consolidated Condensed Statements of Operations
            Three Months Ended July 31, 1997 and 1996                    5

        Consolidated Condensed Statements of Cash Flows
            Three Months Ended July 31, 1997 and 1996                    6

        Notes to Consolidated Condensed Financial Statements             7

    Item 2 - Management's Discussion and Analysis of
            Financial Condition and Results of Operations               8-10


Part II.  Other Information:

       Item 1 - Legal Proceedings                                        11

       Item 6 - Exhibits and Reports on Form 8-K                         11

       Signatures                                                        12
















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                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Consolidated Condensed Balance Sheets



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

ASSETS:

Current assets:

        Cash and cash equivalents                 $ 4,188         $ 3,448

        Marketable Securities                      22,812          21,112

        Accounts receivable, net (NOTE B)          13,439          14,797

        Inventories (NOTE C)                       11,067          11,060

        Prepaid and other                           1,462           1,233
                                                  -------         -------

                  Total current assets             52,968          51,650

Property, plant and equipment, net                  9,105           9,059

Investment in direct finance lease                  9,717           9,702

Other assets                                        4,445           4,455
                                                  -------         -------

              Total assets                        $76,235         $74,866
                                                  =======         =======












                See accompanying notes to consolidated condensed
                             financial statements.

                                     3 of 12


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                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Consolidated Condensed Balance Sheets (Continued)




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

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Current maturities of long-term debt       $  9,750        $  9,718
        Accounts payable - trade                        708             882
        Accrued liabilities and other                 2,898           3,740
                                                   --------         -------
                  Total current liabilities          13,356          14,340

Long term debt net of current maturities              1,500           1,687
Other                                                 3,891           3,773
                                                   --------         -------
                  Total liabilities                  18,747          19,800
                                                   --------         -------

Stockholders' equity:
   Preferred stock  - $1.00 par value                  -0-             -0-
   Common stock  -  $1.00 par value                   6,006           6,006
   Additional paid - in capital                      35,139          35,190
   Retained earnings                                 21,812          20,414
                                                     62,957          61,610

   Common stock reacquired and held in treasury
      -  at cost,  950,337 shares at July 31
      and 1,032,812 shares at April 30, 1997         (4,018)         (4,612)
   Unamortized ESOP debt                             (1,375)         (1,500)
   Notes receivable  - common stock                    (303)           (435)
   Unearned compensation                                (65)            (77)
   Unrealized holding gain                              292              80
                                                    -------         -------
          Total stockholders' equity                 57,488          55,066
                                                    -------         -------

Total liabilities and stockholders' equity          $76,235         $74,866
                                                    =======         =======





                See accompanying notes to consolidated condensed
                             financial statements.

                                     4 of 12


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                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                           Three Months Ended July 31,
                                   (Unaudited)

                                                  1997          1996
                                         (In thousands except per share data)


Net Sales                                      $  7,301      $  6,124
                                               --------      --------

Cost of sales                                     4,820         3,887
Selling and administrative expenses               1,343         1,306
Research and development expense                    293           360
                                               --------       -------

        Total operating expenses                  6,456         5,553
                                               --------       -------

             Operating profit                       845           571

Other income (expense):
     Interest income                                441           337
     Interest expense                              (233)         (223)
     Other income, net                              395           319
                                               --------       -------

Earnings before provision for
        income taxes                              1,448         1,004

Income tax provision                                 50            65
                                               --------       -------

Net earnings                                   $  1,398       $   939
                                               ========       =======


Net earnings per common share                   $  0.27       $  0.20
                                                =======       =======

Weighted average common and common
  equivalent shares outstanding                5,093,515     4,669,175
                                              =========     =========









                See accompanying notes to consolidated condensed
                             financial statements.

                                     5 of 12


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                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Cash Flows

                           Three Months Ended July 31,
                                   (Unaudited)


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

Cash flows from operating activities:
   Net earnings                                $  1,398         $   939
   Non-cash charges to earnings                     592             408
   Net changes in assets and liabilities            941          (1,619)
                                               --------         -------
Net cash provided by (used in) 
    operating activities                          2,931            (272)

Cash flows from investing activities:
   Purchase of marketable securities -net        (1,476)        (15,053)
   Other - net                                     (282)            (22)
                                               --------         ------- 
Net cash used in investing activities            (1,758)        (15,075)

Cash flows from financing activities:
   Dividends paid                                  (746)              -
   Other - net                                      313            (188)
                                               --------         ------- 
Net cash used in financing activities              (433)           (188)
                                               --------         ------- 

         Net increase (decrease) in cash            740         (15,535)

         Cash at beginning of period              3,448          15,915
                                               --------         -------

         Cash at end of period                 $  4,188         $   380
                                               ========         =======














                See accompanying notes to consolidated condensed
                             financial statements.

                                     6 of 12


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                  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, 1997 and the results of its  operations and cash
     flows for the three months ended July 31, 1997 and 1996. The April 30, 1997
     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, 1997 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 July 31, 1997 and April 30, 1997 include costs and
     estimated earnings in excess of billings on uncompleted contracts accounted
     for on the percentage of completion basis of  approximately  $8,667,000 and
     $7,722,000,  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 $350,000 at July 31,1997
     and April 30, 1997,  consist of the following:

                                              July 31, 1997      April 30, 1997
                                              -------------      --------------
                                                       (In thousands)

        Raw materials and Component parts       $ 3,041             $ 2,797

        Work in progress                          8,026               8,263
                                                -------             -------

                                                $11,067             $11,060
                                                =======             =======

NOTE D - EARNINGS PER SHARE

     Primary earnings  per share  are computed  by dividing net earnings  by the
     weighted average number of shares of common stock and, when dilutive,common
     stock equivalents outstanding.

NOTE E - CONTINGENCIES

Reference is made to Note 9 of the  Company's  Annual Report on Form 10K for the
year ended April 30, 1997 for information regarding legal proceedings.  See also
Part II, Item 1 of this Form 10Q.

NOTE D - RECENTLY ISSUED PRONOUNCEMENTS

The Financial Accounting Standards Board recently issued SFAS No. 128, "Earnings
per Share," SFAS No. 130, "Reporting  Comprehensive Income,"  and  SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which are
effective for  the Company in future periods.   The Company is in the process of
assessing the effect these pronouncement  will have on its  financial statements
and related disclosures.
                                     

                                    7 of 12
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                  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 months ended July 31:

                                        (Dollar amounts in thousands)

                                             Three months ended
                                                  July 31               %
                                              1997        1996       change
                                              ----        ----       ------
  Net Sales
     Commercial                             $6,157      $3,429         80%
     US Government                           1,144       2,695        (58%)
                                            ------      ------             
                                             7,301       6,124         19%

  Cost of Sales                              4,820       3,887         24%

  Selling and administrative expenses:       1,343       1,306          3%

  Research and development expenses            293         360        (19%)
                                            ------      ------             

  Operating income                             845         571         48%

  Nonoperating income- net                     603         433         39%

  Net earnings                             $ 1,398      $  939         49%
                                           =======      ======            

For the three months ended July 31, 1997,  operating income improved by $274,000
over the  comparable  period of fiscal year 1997 and net  earnings  increased by
$459,000.  These results were  achieved  through a 19% increase in sales coupled
with reduced costs relative to sales over the first quarter of fiscal year 1997.

As illustrated in the table above, commercial sales continue to grow, increasing
by 80%  over the  first  quarter  of  1997.  As a  percentage  of  total  sales,
commercial  sales have  increased to 84% in the three months ended July 31, 1997
from 56% in the comparable  1997 quarter.  The Company  expects 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 months ended July 31, 1997 have  decreased to 34% as
compared to 37% for the quarter ended July 31, 1996. The lower margins  resulted
principally from reductions in margins to be realized on two long-term contracts
Excluding these two contracts, margins on the balance of the Company's  revenues
were approximately 40%. Although the Company does not anticipate losses on other
current contracts, 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 1998.

                                     8 of 12


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Selling  and  administrative  costs  increased  by $37,000 or 3% for the quarter
ended July 31,  1997,  over the three  months  ended July 31,  1996.  These cost
increases  result from increased  accruals for incentive  bonuses as a result of
the  Company's  increased  profitability,  offset  in  part  by  reduced  health
insurance costs.

Research and  development  costs in the fiscal 1998 period  decreased by $67,000
over the comparable three month period ended July 31, 1996. This decrease is the
result  of  more  focused  efforts  on those  new  products  and  enhancing  the
functional  capabilities  of existing  products  which will serve  primarily the
Company's  commercial  customers.  The Company  expects to continue to invest in
research  and  development  at  approximately  the same rate for the  balance of
fiscal 1998 and for the foreseeable future.

Net  nonoperating  income and expense  increased by $170,000 in the three months
ended July 31, 1997 from the  comparable  fiscal 1997 quarter.  Interest  income
increased  by  $104,000  (31%) in the 1998  quarter  over  the  comparable  1997
quarter.  This is the result of an 10% increase in interest-earning  assets from
July 31, 1996 to July 31, 1997 coupled  with an increase in interest  rates from
the levels of the fiscal 1997  quarter.  Interest  expense  increased by $10,000
(4%) during the fiscal 1998 quarter  compared to the period ended July 31, 1996.
This  increase  is also the  result of higher  interest  rates  during  the 1998
quarter  offset by  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 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 $76,000 for the three-month  period ended July 31, 1997 compared to
the comparable  fiscal 1997 quarter.  This increase resulted from an increase in
lease income which is tied to interest  rates.  Net rental income is expected to
continue  at present  levels for the  balance of fiscal  1998 and into the early
part of the next fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $39.6 million at July 31, 1997 compared to working  capital at April
30, 1997 of $37.3 million. Included in working capital at July 31, 1997 is $22.8
million of cash, cash  equivalents and marketable  securities  which are readily
convertible  to  cash.  Also  included  in  working  capital  is a  real  estate
construction loan of $9 million which is due on January 30, 1998. 

Net cash  provided by operating  activities  for the three months ended July 31,
1997,  was $2.9  million  compared  to a net cash  outflow  of  $272,000  in the
comparable  fiscal  1997  quarter.  The  increase  in net  inflow  of cash  from
operating  activities  in the fiscal 1998  period  occured  principally  through
significant  cash  collections  on  accounts  receivable.   Accounts  receivable
decreased by $1,358,000  despite an increase in costs and estimated  earnings in
excess of billings on uncompleted contracts of $945,000. The Company anticipates
that  operating  activities  for all of fiscal 1998 will generate  positive cash
flow.

Net cash used in investing  activities for the three months ended July 31, 1997,
was  $1,758,000.  Of this amount,  $1,476,000  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.  In the first
quarter, the Company acquired capital equipment for approximately  $282,000.  At
July 31, 1997, the Company had no material commitments  for  additional  capital
expenditures.  In addition, the Company believes it has sufficient  resources to
acquire capital equipment as needs are identified.

                                     9 of 12


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                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)


Net cash used in financing  activities for the three months ended July 31, 1997,
was  $433,000  compared  to $188,000  for the  comparable  fiscal 1997  quarter.
Included  in the fiscal 1998  amount is  $155,000  (net) used to make  regularly
scheduled   long-term  debt  payments  and  payment  of  the  Company's  initial
semiannual  dividend in the aggregate  amount of $746,000.  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
($336,000) or repaid notes  receivable for common stock acquired in a prior year
($132,000).  On January  30,  1998,  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 which  management  believes will result in future growth
and continued profitability.  Internally generated cash will be adequate to fund
development efforts in these markets.

At July 31, 1997, the Company's  backlog amounted to  approximately  $22 million
compared to the approximately $14 million backlog at April 30, 1997. The backlog
of commercial and foreign customers approximates $19 million at July 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.

















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                  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  district
     court  to  obtain  an  injunction  against  continuance  of the  government
     contract  suspension.  On March 14, 1997, the court dismissed the Company's
     action and refused to grant the  Company's  motion for an  injunction.  The
     Company has  appealed the district  court's  decision to the United  States
     Court of  Appeals.  No  opinion  can be  offered  as to the  outcome of the
     appeal.

         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, 1997 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 July 31,
1997.







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                                   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 15, 1997                 BY  /s/ Joseph P. Franklin
                                              ----------------------
                                              Joseph P. Franklin
                                              Chief Executive Officer and
                                              Chief Financial Officer


Date: September 15, 1997                  BY  /s/ Alan Miller
                                              ---------------
                                              Alan Miller
                                              Controller





























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