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, 2002

                                       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 8, 2002 - 8,327,133



                                  Page 1 of 15

<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX



Part I.  Financial Information:                                       Page No.

  Item 1 - Financial Statements:

      Condensed Consolidated Balance Sheets -
          January 31, 2002 and April 30, 2001                           3-4

      Condensed Consolidated Statements of Operations
          Nine Months Ended January 31, 2002 and 2001                    5

      Condensed Consolidated Statements of Operations
          Three Months Ended January 31, 2002 and 2001                   6

      Condensed Consolidated Statements of Cash Flows
          Nine Months Ended January 31, 2002 and 2001                    7

      Notes to Condensed Consolidated Financial Statements             8-10

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations                11-14


Part II.  Other Information:

  Item 1 - Legal Proceedings                                            14

  Item 6 - Exhibits and Reports on Form 8-K                             14

  Signatures                                                            15



<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheets



                                                     January 31,     April 30,
                                                        2002           2001
                                                     (UNAUDITED)     (NOTE A)
                                                          (In thousands)

ASSETS:

Current assets:

  Cash and cash equivalents                           $ 4,363       $  2,121

  Marketable securities                                29,835         33,407

  Accounts receivable, net of allowance for
    doubtful accounts of $270 at January 31,
    2002 and $190 at April 30, 2001                    12,325         15,160

  Inventories                                          21,278         20,471

  Deferred income taxes                                 4,575          4,313

  Prepaid expenses and other                            1,551          4,662
                                                      -------       --------

         Total current assets                          73,927         80,134

Property, plant and equipment, at cost,
      less accumulated depreciation and
      amortization                                     12,167         11,997

Intangible assets                                       5,028          4,987

Other assets                                            5,285          4,921
                                                      -------       --------

         Total assets                                 $96,407       $102,039
                                                      =======       ========
























     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                Condensed Consolidated Balance Sheets (Continued)




                                                      January 31,      April 30,
                                                         2002            2001
                                                      (UNAUDITED)      (NOTE A)
                                                            (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable - trade                            $  2,103        $  2,408
  Accrued liabilities and other                          4,790          11,126
                                                      --------        --------
           Total current liabilities                     6,893          13,534

Deferred compensation                                    6,008           5,726
Other liabilities                                       11,821          12,348
                                                      --------        --------
           Total liabilities                            24,722          31,608
                                                      --------        --------

Minority interest in subsidiary                            227             226

Stockholders' equity:
  Preferred stock  - $1.00 par value                      -0-             -0-
  Common stock  -  $1.00 par value                       9,164           9,164
  Additional paid-in capital                            42,981          42,860
  Retained earnings                                     22,353          21,226
                                                      --------        --------
                                                        74,498          73,250
  Common stock reacquired and held in treasury
    -at cost, 836,806 shares at
     January 31, 2002 and 872,669
     shares at April 30, 2001                           (2,829)         (3,127)
  Other stockholders' equity                              (117)           (122)
  Accumulated other comprehensive (loss) income            (94)            204
                                                      --------        --------
          Total stockholders' equity                    71,458          70,205
                                                      --------        --------
Total liabilities and stockholders' equity            $ 96,407        $102,039
                                                      ========        ========




















     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations

                          Nine Months Ended January 31,
                                   (Unaudited)

                                                 2002                2001
                                            (In thousands except per share data)


Net sales                                      $32,100             $34,905
Cost of sales                                   19,963              20,470
                                               -------             -------
        Gross margin                            12,137              14,435

Selling and administrative expenses              6,404               7,145
Research and development expenses                4,235               3,500
                                               -------             -------
        Operating profit                         1,498               3,790

Other income (expense):
     Investment income                           1,659               2,423
     Interest expense                             (221)               (242)
     Other income (expense), net                   (56)                (39)
                                               -------             -------
Income before minority interest and
     provision for income taxes                  2,880               5,932

Minority interest in income of
        consolidated subsidiary                      2                   4
                                               -------             -------
Income before provision for income taxes         2,878               5,928

Provision for income taxes                         920               2,018
                                               -------             -------
        Net income                             $ 1,958             $ 3,910
                                               =======             =======


Net earnings per common share
        Basic                                  $  0.23             $  0.48
                                               =======             =======
        Diluted                                $  0.23             $  0.46
                                               =======             =======
Average shares outstanding
        Basic                                 8,345,439           8,167,970
                                              =========           =========
        Diluted                               8,531,732           8,464,346
                                              =========           =========















     See accompanying notes to consolidated condensed financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations

                         Three Months Ended January 31,
                                   (Unaudited)

                                                  2002              2001
                                            (In thousands except per share data)

Net sales                                       $ 9,565          $15,193
Cost of sales                                     5,939            9,361
                                                -------          -------
        Gross margin                              3,626            5,832

Selling and administrative expenses               2,163            2,967
Research and development expense                  1,365            1,134
                                                -------          -------
        Operating profit                             98            1,731

Other income (expense):
     Investment income                              482              929
     Interest expense                               (67)             (92)
     Other income (expense), net                    (27)              (9)
                                                -------          -------
Income before minority interest and
     provision for income taxes                     486            2,559

Minority interest in income of
        consolidated subsidiary                      10                3
                                                -------          -------
Income before provision for income taxes            476            2,556

Provision for income taxes                          150              923
                                                -------          -------
        Net income                              $   326          $ 1,633
                                                =======          =======


Net earnings per common share
        Basic                                   $  0.04          $  0.20
                                                =======          =======
        Diluted                                 $  0.04          $  0.19
                                                =======          =======
Average shares outstanding
        Basic                                  8,357,402        8,285,506
                                               =========        =========
        Diluted                                8,539,114        8,554,436
                                               =========        =========















     See accompanying notes to condensed consolidated financial statements.


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows

                          Nine Months Ended January 31,
                                   (Unaudited)


                                                          2002            2001
                                                             (In thousands)

Cash flows from operating activities:
  Net income                                             $1,958         $3,910
  Non-cash charges to earnings                            1,081          1,679
  Net changes in other assets and liabilities              (199)          (610)
                                                         ------         ------
Net cash provided by operating activities                 2,840          4,979

Cash flows from investing activities:
  Payment for acquisition, net of cash acquired               -         (8,208)
  Proceeds from sale of marketable securities            10,641          7,150
  Purchase of marketable securities                      (7,540)        (2,317)
  Other - net                                            (1,447)        (1,027)
                                                         ------         ------
Net cash provided by (used in) investing activities       1,654         (4,402)

Cash flows from financing activities:
  Payment of cash dividend                               (1,660)        (1,627)
  Payment of debt                                          (509)          (573)
  Proceeds from stock option exercises                       96            716
  Other - net                                              (185)          (175)
                                                         ------         ------
Net cash used in financing activities                    (2,258)        (1,659)
                                                         ------         ------

Net increase (decrease) in cash and cash equivalents
  before effect of exchange rate changes                  2,236         (1,082)

Effect of exchange rate changes on cash
        and cash equivalents                                  6             39
                                                         ------         ------
   Net increase (decrease) in cash                        2,242         (1,043)

   Cash at beginning of period                            2,121          4,994
                                                         ------         ------
   Cash at end of period                                 $4,363         $3,951
                                                         ======         ======

















     See accompanying notes to condensed consolidated financial statements.


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
condensed  consolidated  interim  financial  statements  reflect all adjustments
(which include only normal recurring  adjustments)  necessary to present fairly,
in all material respects,  the consolidated financial position of the Company as
of January  31, 2002 and the  results of its  operations  and cash flows for the
nine and three  months  ended  January  31,  2002 and 2001.  The April 30,  2001
condensed   consolidated  balance  sheet  was  derived  from  audited  financial
statements.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements  and notes thereto  included in the  Company's  April 30, 2001 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:
                                           Periods ended January 31,
                                       Nine months             Three months
                                  2002           2001        2002        2001
Basic EPS Shares outstanding
  (weighted average)            8,345,439    8,167,970    8,357,402    8,285,506
Effect of Dilutive Securities     186,293      296,376      181,712      268,930
                                ---------    ---------    ---------    ---------
Diluted EPS Shares outstanding  8,531,732    8,464,346    8,539,114    8,554,436
                                =========    =========    =========    =========

     Options  to  purchase  243,250  and  265,000  shares of common  stock  were
outstanding  during the nine and three months  ended  January 31, 2002 and 2001,
but were not included in the  computation of diluted  earnings per share.  Since
the exercise price of these options was greater than the average market price of
the Company's  common shares during the respective  periods,  their inclusion in
the computation would have been  antidilutive.  Consequently,  these options are
excluded from the
computation of earnings per share.

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at January 31, 2002 and April 30, 2001 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $4,262,000  and
$3,814,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates.  Such amounts are
billed pursuant to contract terms.

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $3,896,000  and
$4,001,000 at January 31, 2002 and April 30, 2001, respectively,  consist of the
following:

                                          January 31, 2002    April 30, 2001
                                                    (In thousands)

    Raw materials and Component parts         $ 9,937            $ 9,227
    Work in progress and Finished goods        11,341             11,244
                                              -------            -------
                                              $21,278            $20,471
                                              =======            =======



<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - COMPREHENSIVE INCOME

     For the nine months ended  January 31, 2002 and 2001,  total  comprehensive
income was $1,660,000 and $5,524,000, respectively.

NOTE F - SEGMENT INFORMATION

The Company operates under three reportable segments:
          1.   Commercial  Communications  -  consists  principally  of time and
               frequency  control  products  used  in  two  principal   markets-
               commercial  communication  satellites  and  terrestrial  cellular
               telephone or other ground-based telecommunication stations.
          2.   U.S. Government - consists of time and frequency control products
               used for national defense or space-related programs.
          3.   Gillam-FEI - the  products of the  Company's  Belgian  subsidiary
               consist  primarily  of  wireline   synchronization   and  network
               monitoring systems.
     The  table  below  presents   information   about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):
                                              Nine months ended January 31,
                                                  2002              2001
                                                  ----              ----
  Net sales:
      Commercial Communications                 $22,652            $27,865
      U.S. Government                             2,894              2,610
      Gillam-FEI                                  7,322              4,508
      less intercompany sales                      (768)               (78)
                                                -------            -------
         Consolidated Sales                     $32,100            $34,905
                                                =======            =======
  Operating profit (loss):
      Commercial Communications                  $1,906             $4,206
      U.S. Government                               709                513
      Gillam-FEI                                   (359)               186
      less intercompany transactions               (213)                 -
      Corporate                                    (545)            (1,115)
                                                 ------             ------
         Consolidated Operating Profit           $1,498             $3,790
                                                 ======             ======

                                           January 31, 2002    April 30, 2001
  Identifiable assets:
      Commercial Communications                $ 23,765           $ 25,025
      U.S. Government                             2,418              1,580
      Gillam-FEI                                 18,437             19,237
      less intercompany balances                 (1,061)              (234)
      Corporate                                  52,848             56,431
                                               --------           --------
         Consolidated Identifiable Assets      $ 96,407           $102,039
                                               ========           ========






<PAGE>
                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE G - ACQUISITION OF GILLAM S.A.

     On  September  13,  2000,   the  Company   completed  its   acquisition  of
substantially  all of the  outstanding  shares  of  Gillam  S.A.  ("Gillam"),  a
privately-held company organized under the laws of Belgium. Gillam's business is
based in the telecommunications market and targeted to four main areas:
     (i)    "Wireline    Network     Synchronization" - managing   timing    and
     interconnectivity    for    communication     networks;     (ii)    "Remote
     Control" - consisting  of  network   monitoring   systems;   (iii)   "Rural
     Telephony" - equipment   designed  to  connect  isolated  subscribers  t  a
     telephone network via satellite and (iv)"Power Supplies" - produced through
     a subsidiary,  for telecom service providers. The acquired company has been
     renamed Gillam-FEI.

     The Gillam  acquisition  was  consummated  pursuant to the terms of a Share
Purchase  Agreement dated as of  August 29, 2000.  Under terms of the agreement,
the Company paid  $8,400,264 in cash and issued  154,681  shares of common stock
("FEI stock") to acquire the outstanding stock of Gillam.  Based upon the market
value of FEI's stock on July 25, 2002, the Share Purchase  Agreement may require
the Company to issue to the Gillam  shareholders up to 35,000  additional shares
of FEI stock.  In addition,  the Company paid  approximately  $496,000 in direct
transaction costs. Thus, the total purchase price is approximately as follows:

                                      (in thousands)
      Cash paid for Gillam shares                           $ 8,400
      Fair value of restricted shares issued                  3,465
      Direct transaction costs                                  496
                                                            -------
      Total purchase price                                  $12,361
                                                            =======

     The Gillam  acquisition  is treated as a purchase.  The  purchase  price is
allocated to net assets acquired of  approximately  $7,282,000 and to intangible
assets,  principally goodwill, of approximately  $5,079,000. On May 1, 2001, the
Company adopted Statement 142 of the Financial Accounting Standards Board ("SFAS
142"), "Goodwill and Other Intangible Assets", under which goodwill is no longer
amortized but is to be tested at least annually for impairment.  The adoption of
SFAS 142 reduces general and  administrative  expenses by approximately  $85,000
per quarter.

     The accompanying  condensed  consolidated  statements of operations for the
nine- and  three-month  periods ended  January 31, 2002,  include the results of
operations of Gillam-FEI.  The nine- and  three-month  periods ended January 31,
2001,  include the results of  operations  of  Gillam-FEI  only from the date of
acquisition.  The pro forma financial  information set forth below is based upon
the Company's  historical  consolidated  statements  of operations  for the nine
months ended  January 31, 2001,  adjusted to give effect to the  acquisition  of
Gillam-FEI as of the beginning of the period.

     The pro forma financial information is presented for informational purposes
only and may not be indicative of what actual  results of operations  would have
been  had the  acquisition  occurred  on May 1,  2000,  nor does it  purport  to
represent the results of operations for future periods.

                                                Pro forma
                                           Nine months ended
                                            January 31, 2001
                                  (In thousands except per share data)

   Net Sales                                     $39,374
                                                 -------
   Operating Profit                               $3,505
                                                  ------
   Income from continuing operations              $3,510
                                                  ======
   Earnings per share- basic                      $ 0.43
                                                  ======
   Earnings per share- diluted                    $ 0.41
                                                  ======




<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

Item 2

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

Critical Accounting Policies and Estimates

The  Company's  significant  accounting  policies are described in Note 1 to the
consolidated  financial  statements  included  in the  Company's  April 30, 2001
Annual Report to Stockholders. The Company believes its most critical accounting
policies to be the recognition of revenue and costs on production  contracts and
the valuation of inventory.

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

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

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

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

In accordance with industry practice, inventoried costs contain amounts relating
to contracts and programs with long production  cycles,  a portion of which will
not be  realized  within  one  year.  Inventory  reserves  are  established  for
slow-moving  and obsolete items and are based upon  management's  experience and
expectations for future  business.  Any changes in reserves arising from revised
expectations are reflected in cost of sales in the period the revision is made.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

RESULTS OF OPERATIONS

The table below sets forth the percentage of consolidated net sales  represented
by certain items in the Company's consolidated  statements of operations for the
respective nine- and three-month periods of fiscal years 2002 and 2001:
                                        Nine months           Three months
                                             Periods ended January 31,
                                     2002       2001         2002       2001
  Net sales
     Commercial Communications       68.9%      79.6%        62.4%      67.5%
     US Government                    9.0        7.5         12.0        6.7
     Gillam-FEI                      22.1       12.9         25.6       25.8
                                    -----      -----        -----      -----
                                    100.0      100.0        100.0      100.0
  Cost of sales                      62.2       58.6         62.1       61.6
                                    -----      -----        -----      -----
                  Gross margin       37.8       41.4         37.9       38.4
  Selling and administrative
                expenses             19.9       20.5         22.6       19.5
  Research and development
                expenses             13.2       10.0         14.3        7.5
                                    -----      -----        -----      -----
              Operating profit        4.7       10.9          1.0       11.4

  Other income (expense)- net         4.3        6.1          4.1        5.4
                                    -----      -----        -----      -----
  Pretax income                       9.0       17.0          5.1       16.8
  Provision for income taxes          2.9        5.8          1.7        6.1
                                    -----      -----        -----      -----
                   Net income         6.1%      11.2%         3.4%      10.7%
                                    =====      =====        =====      =====

For the nine- and three-month  periods ended January 31, 2002, revenues declined
by $2.8  million  (8%) and by $5.6 million  (37%),  respectively,  over the same
periods of fiscal year 2001.  These results reflect the general  slowdown in the
telecommunications industry. Gross margins were similarly impacted by the weaker
economic environment.  In spite of this weakness the Company continued to invest
in research and  development  during the fiscal 2002 periods in order to prepare
for the expected  economic upturn when it occurs.  The immediate  consequence of
these economic and strategic  spending factors is lower  profitability.  For the
nine- and three-month periods ended January 31, 2002, operating profit decreased
by $2.3  million  (60%) and $1.6  million  (94%),  respectively,  and net income
decreased by $2.0 million (50%) and $1.3 million (80%),  respectively,  compared
to the same periods of fiscal 2001.

For the nine- and  three-month  periods  ended  January  31,  2002,  margins  on
Commercial  Communications revenues were 41% and 40%, respectively,  as compared
to 41% and 39%,  respectively,  for U.S.  Government  programs  and 28% and 33%,
respectively,  for Gillam-FEI.  During the comparable  periods ended January 31,
2001, gross margins on Commercial Communications sales were 44% while margins on
U.S. Government programs were 38% and 37%, respectively, and Gillam-FEI realized
margins of 25% and 23%,  respectively.  The Commercial  Communications  and U.S.
Government  margins are within the Company's  expectations given the current mix
of production  and  long-term  contracts as well as the lower sales volume which
causes a higher level of overhead  absorption.  Margins on Gillam-FEI  sales are
historically lower than the rest of the Company due to the higher cost structure
in  Europe.  One of the  goals  of the  Company  is to  introduce  products  and
procedures  which will increase  Gillam-FEI's  margins to a level  comparable to
that of the other  segments.  With the present mix of orders and recent contract
bookings,  the  Company  expects to maintain  its profit  margins at or near the
current level for the remainder of fiscal 2002.

Selling and  administrative  costs  decreased by $741,000  (10%) and by $804,000
(27%) for the nine- and three-month  periods ended January 31, 2002, compared to
the  same   periods  of  fiscal   2001.   Excluding   Gillam-FEI,   selling  and
administrative  expenses  decreased by $1.55 million  (22%) and $702,000  (31%),
respectively, over the nine- and three-month periods ended January 31, 2002. The
principal  causes of these  decreases  were the  reduction  in  amortization  of
certain  non-employee  stock options as the options  became  exercisable  in the
prior year, reduced travel-related costs, lower accruals for employee incentive



<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

plans due to lower profits, and reduced legal fees and costs due to a litigation
settlement  in fiscal  2001 for which the  Company  paid  $245,000.  The Company
anticipates that fiscal 2002 selling and  administrative  expenses will continue
to be less than those  incurred  in fiscal  2001 and should  approximate  20% of
revenues.

Research and development  costs in the fiscal 2002 periods increased by $735,000
(21%)  and  $231,000  (20%),   respectively,   over  the  comparable  nine-  and
three-month periods ended January 31, 2001. The Company has used the slowdown in
the telecommunications market as an opportunity to allocate additional resources
to  develop  new  products  that  achieve  higher   performance   and  are  more
cost-effective.  Approximately  20% of  development  spending in the fiscal 2002
periods  was  incurred  by   Gillam-FEI.   The  Company   intends  to  introduce
Gillam-FEI's wireline  synchronization  product to the growing U.S market during
calendar  year 2002.  In  addition,  during  fiscal 2002 the  Company  completed
development and began  marketing a high precision  quartz  oscillator  which has
performance  characteristics  approaching that of a rubidium oscillator but at a
fraction  of the cost.  Development  continues  on  products  to  support  third
generation  (3G) wireless  infrastructure  systems,  products which increase the
capability  of existing  TDMA and GSM systems  (2.5G or EDGE),  and products for
interconnectivity  with wireline and fiber optic  networks.  The Company expects
the level of research and development spending to decline from current levels as
several of these  projects near  completion.  However,  to remain at the leading
edge of its  technologies,  the Company will  continue to invest in new products
and markets as opportunities  present themselves.  Internally generated cash and
cash reserves are adequate to fund this development effort.

Net nonoperating  income and expense decreased by $760,000 (35%) and by $440,000
(53%), respectively, in the nine- and three-month periods ended January 31, 2002
as compared to the fiscal 2001 periods.  Investment  income declined by $764,000
(32%) and $447,000  (48%),  respectively,  from the same periods of fiscal 2001.
The sale or redemption of marketable  securities  during the fiscal 2002 periods
resulted  in  capital   gains  which  were  lower  by  $260,000  and   $300,000,
respectively,  than those realized  during the fiscal 2001 nine- and three-month
periods.  In addition,  lower  interest  rates on  marketable  securities  and a
decrease in invested assets reduced  investment income by $500,000 and $140,000,
respectively,  during the fiscal  2002  periods.  The  decrease  in the level of
marketable  securities  in fiscal 2002 is due to the  investment  in  Gillam-FEI
which  was made in  September  2000.  Interest  expense  during  the  nine-  and
three-month periods ended January 31, 2002, is lower by $21,000 (9%) and $25,000
(27%), respectively,  over the same periods of fiscal 2001. These reductions are
principally the result of the paydown of debt by Gillam-FEI  during fiscal 2002.
Other income  (expense),  net,  consists  principally  of certain  non-recurring
transactions and is generally not significant to net income.

The Company is subject to income taxes in both the United States and Europe. The
federal  statutory rates vary from 34% to 40%. The Company's  effective tax rate
is lower than the statutory rates primarily due to the  availability of Research
and Development Tax Credits in the United States.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $67.0  million at January 31, 2002 which is  comparable to the $66.6
million  working  capital at April 30,  2001.  Included  in  working  capital at
January 31,  2002 is $34.2  million of cash,  cash  equivalents  and  marketable
securities,  including  $11.8  million of REIT units  which are  convertible  to
Reckson Associates Realty Corp. common stock.

Net cash provided by operating  activities for the nine months ended January 31,
2002, was $2.84 million.  In fiscal 2002, the Company  received $3.0 million for
reimbursement  of certain legal expenses  covered under directors' and officers'
liability  insurance.  This  inflow was  partially  offset by  payments  against
certain accrued expenses, including income taxes payable of $2.6 million and the
payment  of cash  bonuses  under  incentive  compensation  plans.  Cash was also
generated by collections on accounts receivable,  offset by repayment of amounts
due to  customers.  The Company  anticipates  that it will  continue to generate
positive cash flow from operating activities this fiscal year.



<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

Net cash provided by investing  activities for the nine months ended January 31,
2002, was $1.65 million.  Approximately $10.6 million was obtained from the sale
or redemption of certain marketable securities, most of which ($7.5 million) was
reinvested in higher yielding marketable securities. The net inflows were offset
by the acquisition of capital  equipment for  approximately  $1.1 million and an
approximately  $300,000  investment in a minority  interest in a Russian crystal
manufacturer.  The Company may continue to acquire or sell marketable securities
as dictated by its investment strategies as well as by the cash requirements for
its development activities.  The Company will continue to acquire more efficient
equipment  to  automate  its  production  process and expand its  capacity.  The
Company intends to spend  approximately  $2 million on capital  equipment during
fiscal 2002.  Internally generated cash will be adequate to acquire this capital
equipment.

Net cash used in  financing  activities  for the nine months  ended  January 31,
2002, was $2.3 million. This amount includes payment of the Company's semiannual
dividend in the aggregate amount of $1.7 million. In addition,  the Company made
scheduled   debt  payments  of  $509,000.   Offsetting   the  cash  outflows  is
approximately  $96,000  received  on the  exercise  of stock  options to acquire
approximately 14,000 shares of Company stock.

At January  31,  2002,  the  Company's  backlog  amounted to  approximately  $34
million,  as  compared  to the  backlog  at  April  30,  2001  of  $39  million.
Approximately   65%  of  the  backlog   represent   orders  for  the  Commercial
Communications  segment,  20% for the  Gillam-FEI  segment  and 15% for the U.S.
Government segment. Of this backlog, approximately 80% is realizable in the next
12 months.



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

The statements in this quarterly  report on Form 10Q regarding  future  earnings
and  operations  and  other  statements   relating  to  the  future   constitute
"forward-looking"  statements  pursuant  to the safe  harbor  provisions  of the
Private  Securities  Litigation Reform Act of 1995.  Forward-looking  statements
inherently  involve risks and  uncertainties  that could cause actual results to
differ materially from the forward-looking statements.  Factors that would cause
or contribute to such  differences  include,  but are not limited to,  continued
acceptance of the Company's  products in the marketplace,  competitive  factors,
new products and technological  changes,  product prices and raw material costs,
dependence  upon  third-party  vendors,  competitive  developments,  changes  in
manufacturing  and  transportation  costs,  changes in  contractual  terms,  the
availability  of capital,  and other risks  detailed in the  Company's  periodic
report  filings with the  Securities  and Exchange  Commission.  By making these
forward-looking statements, the Company undertakes no obligation to update these
statements for revisions or changes after the date of this report.


                                     PART II

ITEM 1 - Legal Proceedings

     On March 14,  2000,  FEI  commenced  an action in the state  court  against
National Union Fire Insurance of Pittsburgh, PA ("National").  The complaint set
forth causes of action for declaratory  judgment and breach of contract relating
to certain directors and officers'  liability  insurance  policies in connection
with the Muller qui tam action and  certain  other  litigations.  Pursuant  to a
Settlement  Agreement  dated April 18,  2001,  the action  against  National was
settled, FEI was paid $3.0 million representing the full amount of the available
coverage under the applicable  National policy,  FEI released its claims and the
action was discontinued.

ITEM 6 - Exhibits and Reports on Form 8-K

          (a)  Exhibits - None

          (b)  Registrant's Form 8-K, dated March 6, 2002, containing disclosure
               under Item 5 thereof (declaration of semi-annual  dividend),  was
               filed with the Securities and Exchange Commission.


<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 15, 2002                   BY   /s/ Joseph P. Franklin
                                            ----------------------
                                             Joseph P. Franklin
                                             Chairman of the Board of Directors



Date: March 15, 2002                   BY   /s/Alan Miller
                                            ---------------
                                             Alan Miller
                                             Chief Financial Officer
                                             and Controller