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, 2003

                                       OR

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     The number of shares  outstanding of Registrant's  Common Stock,  par value
$1.00 as of March 10, 2003 - 8,329,716




                                  Page 1 of 20

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX



Part I.  Financial Information:                                Page No.

  Item 1 - Financial Statements:

    Condensed Consolidated Balance Sheets -
        January 31, 2003 and April 30, 2002                      3-4

    Condensed Consolidated Statements of Operations
        Nine Months Ended January 31, 2003 and 2002               5

    Condensed Consolidated Statements of Operations
        Three Months Ended January 31, 2003 and 2002              6

    Condensed Consolidated Statements of Cash Flows
        Nine Months Ended January 31, 2003 and 2002               7

    Notes to Condensed Consolidated Financial Statements         8-10

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations         10-14

  Item 3- Quantitative and Qualitative Disclosures
          about Market Risk                                      15

  Item 4- Controls and Procedures                                15


Part II.  Other Information:

  Item 1 - Legal Proceedings                                     16

  Item 6 - Exhibits and Reports on Form 8-K                      16

  Signatures                                                     17

  Exhibits                                                      18-20



<PAGE>



                  Frequency Electronics, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets


                                                  January 31,      April 30,
                                                    2003             2002
                                                 (UNAUDITED)       (NOTE A)
                                                        (In thousands)
ASSETS:

Current assets:
  Cash and cash equivalents                        $ 4,742        $ 5,383

  Marketable securities                             27,963         30,848

  Accounts receivable, net of allowance for
     doubtful accounts of $124                      10,477         11,725

  Inventories                                       21,588         19,601

  Deferred income taxes                              4,188          3,645

  Prepaid expenses and other                         2,210          2,678
                                                   -------        -------
         Total current assets                       71,168         73,880

Property, plant and equipment, at cost,
  less accumulated depreciation and
  amortization                                      11,102         11,361

Deferred income taxes                                  267            280

Goodwill                                             6,494          4,938

Other assets                                         5,670          5,552
                                                   -------        -------
           Total assets                            $94,701        $96,011
                                                   =======        =======


     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                Condensed Consolidated Balance Sheets (Continued)


                                                     January 31,      April 30,
                                                        2003            2002
                                                     (UNAUDITED)      (NOTE A)
                                                            (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable - trade                             $ 1,003         $ 2,359
  Accrued liabilities and other                          3,484           4,457
  Dividend payable                                           -             833
                                                       -------         -------
     Total current liabilities                           4,487           7,649

Deferred compensation                                    6,864           6,496
REIT liability and other liabilities                    11,467          11,300
                                                       -------         -------
     Total liabilities                                  22,818          25,445
                                                       -------         -------
Minority interest in subsidiary                            190             224
                                                       -------         -------
Stockholders' equity:
  Preferred stock  - $1.00 par value                      -0-             -0-
  Common stock  -  $1.00 par value                       9,164           9,164
  Additional paid-in capital                            43,727          43,077
  Retained earnings                                     20,109          20,939
                                                       -------         -------
                                                        73,000          73,180
   Common stock reacquired and held in treasury
     -at cost, 836,224 shares at January 31, 2003
     and 830,074 shares at April 30, 2002               (3,101)         (2,806)
   Other stockholders' equity                             (116)           (116)
   Accumulated other comprehensive income                1,910              84
                                                       -------         -------
     Total stockholders' equity                         71,693          70,342
                                                       -------         -------
     Total liabilities and stockholders' equity        $94,701         $96,011
                                                       =======         =======



     See accompanying notes to condensed consolidated financial statements.

<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                 Consolidated Condensed Statements of Operations

                          Nine Months Ended January 31,
                                   (Unaudited)
                                                   2003              2002
                                            (In thousands except per share data)

Net sales                                        $24,518           $32,100
Cost of sales                                     16,769            19,963
                                                 -------           -------
        Gross margin                               7,749            12,137

Selling and administrative expenses                6,041             6,404
Research and development expenses                  2,941             4,235
                                                 -------           -------
        Operating (loss) profit                   (1,233)            1,498

Other income (expense):
     Investment income                             1,341             1,659
     Interest expense                               (190)             (221)
     Other income (expense), net                      55               (56)
                                                 -------           -------
(Loss) Income before minority interest
        and provision for income taxes               (27)            2,880
Minority Interest in (loss) income
        of consolidated subsidiary                   (38)                2
                                                 -------           -------
Income before provision for income taxes              11             2,878

Provision for income taxes                            10               920
                                                 -------           -------
        Net income                               $     1           $ 1,958
                                                 =======           =======

Net earnings per common share
        Basic                                    $  0.00           $  0.23
                                                 =======           =======
        Diluted                                  $  0.00           $  0.23
                                                 =======           =======
Average shares outstanding
        Basic                                   8,330,367         8,345,439
                                                =========         =========
        Diluted                                 8,393,651         8,531,732
                                                =========         =========




     See accompanying notes to condensed consolidated financial statements.

<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations

                         Three Months Ended January 31,
                                   (Unaudited)

                                                   2003             2002
                                            (In thousands except per share data)

Net sales                                        $ 9,390          $ 9,565
Cost of sales                                      6,317            5,939
                                                 -------          -------
        Gross Margin                               3,073            3,626

Selling and administrative expenses                2,099            2,163
Research and development expense                   1,269            1,365
                                                 -------          -------
        Operating (loss) profit                     (295)              98

Other income (expense):
     Investment income                               559              482
     Interest expense                                (74)             (67)
     Other income (expense), net                     140              (27)
                                                 -------          -------
Income before minority interest and
     provision for income taxes                      330              486
Minority Interest in (loss) income
        of consolidated subsidiary                   (16)              10
                                                 -------          -------
Income before provision for income taxes             346              476

Provision for income taxes                           107              150
                                                 -------          -------
        Net income                               $   239          $   326
                                                 =======          =======

Net earnings per common share
        Basic                                    $  0.03          $  0.04
                                                 =======          =======
        Diluted                                  $  0.03          $  0.04
                                                 =======          =======

Average shares outstanding
        Basic                                   8,318,481        8,357,402
                                                =========        =========
        Diluted                                 8,390,162        8,539,114
                                                =========        =========


     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)

                                                           2003         2002
                                                             (In thousands)

Cash flows from operating activities:
  Net income                                            $     1       $ 1,958
  Non-cash charges to earnings                            1,781         1,081
  Net changes in other assets and liabilities            (1,403)         (199)
                                                        -------       -------
Net cash provided by operating activities                   379         2,840

Cash flows from investing activities:
  Proceeds from sale of marketable securities             8,067        10,641
  Purchase of marketable securities                      (6,484)       (7,855)
  Proceeds from sale of fixed assets                        268             -
  Purchase of fixed assets                                 (482)       (1,132)
                                                        -------       -------
Net cash provided by investing activities                 1,369         1,654

Cash flows from financing activities:
  Payment of cash dividend                               (1,664)       (1,660)
  Payment of debt, net                                     (537)         (509)
  Repurchase of stock for treasury                         (501)            -
  Other - net                                                30           (89)
                                                        -------       -------
Net cash used in financing activities                    (2,672)       (2,258)

Net (decrease) increase in cash and cash equivalents
    before effect of exchange rate changes                 (924)        2,236

Effect of exchange rate changes
   on cash and cash equivalents                             283             6
                                                        -------       -------
   Net (decrease) increase in cash                         (641)        2,242

   Cash at beginning of period                            5,383         2,121
                                                        -------       -------
   Cash at end of period                                $ 4,742       $ 4,363
                                                        =======       =======





     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, 2003 and the  results of its  operations  for the nine and three
months and cash flows for the nine months ended  January 31, 2003 and 2002.  The
April 30, 2002  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, 2002
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
                                     2003        2002         2003        2002
 Basic EPS Shares outstanding
   (weighted average)             8,330,367   8,345,439    8,318,481   8,357,402
 Effect of Dilutive Securities       63,284     186,293       71,681     181,712
                                  ---------   ---------    ---------   ---------
 Diluted EPS Shares outstanding   8,393,651   8,531,732    8,390,162   8,539,114
                                  =========   =========    =========   =========

     Options  to  purchase  777,387  and  665,437  shares of common  stock  were
outstanding   during  the  nine  and  three  months  ended   January  31,  2003,
respectively,  and 243,250  shares of common stock were  outstanding  during the
same periods ended January 31, 2002, 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, 2003 and April 30, 2002 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $3,115,000  and
$2,027,000, 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  $3,214,000  and
$2,941,000 at January 31, 2003 and April 30, 2002, respectively,  consist of the
following:

                                            January 31, 2003    April 30, 2002
                                                       (In thousands)

  Raw materials and Component parts              $ 8,106            $ 8,946
  Work in progress and Finished goods             13,482             10,655
                                                 -------            -------
                                                 $21,588            $19,601
                                                 =======            =======

<PAGE>

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

NOTE E - -COMPREHENSIVE INCOME

     For the nine months ended  January 31, 2003 and 2002,  total  comprehensive
income was  $1,827,000 and  $1,660,000,  respectively.  Comprehensive  income is
composed  of net  income  or loss for the  period  plus the  impact  of  foreign
currency  translation  adjustments and the change in the valuation  allowance on
marketable securities.

NOTE F - 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):
<TABLE>
<CAPTION>

                                                    Nine months                      Three months
                                                             Periods ended January 31,
                                                2003           2002              2003          2002
<S>                                          <C>             <C>               <C>             <C>
Net sales:
  Commercial Communications                  $12,032         $22,652           $4,944          $6,220
  U.S. Government                              6,857           2,894            2,572           1,148
  Gillam-FEI                                   6,135           7,322            2,083           2,466
  less intercompany sales                       (506)           (768)            (209)           (269)
                                             -------         -------           ------          ------
     Consolidated Sales                      $24,518         $32,100           $9,390          $9,565
                                             =======         =======           ======          ======

Operating profit (loss):
  Commercial Communications                  $(2,205)         $1,906           $ (882)          $ 245
  U.S. Government                              1,772             709              819             225
  Gillam-FEI                                    (403)           (359)            (133)           (120)
  less intercompany transactions                 (32)           (213)             (15)           (106)
  Corporate                                     (365)           (545)             (84)           (146)
                                             -------         -------           ------          ------
     Consolidated Operating (Loss) Profit   $ (1,233)         $1,498           $ (295)         $   98
                                             =======         =======           ======          ======
</TABLE>

                                          January 31, 2003     April 30, 2002
Identifiable assets:
  Commercial Communications                    $19,250            $21,101
  U.S. Government                                6,433              3,176
  Gillam-FEI                                    18,952             17,956
  less intercompany balances                      (893)            (1,575)
  Corporate                                     50,959             55,353
                                               -------            -------
     Consolidated Identifiable Assets          $94,701            $96,011
                                               =======            =======

<PAGE>

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


NOTE G.  Recently Issued Accounting Pronouncements

     In July 2002, the FASB issued  Statement No. 146 ("SFAS 146"),  "Accounting
for Costs  Associated  with Exit or  Disposal  Activities."  SFAS 146  addresses
significant  issues  regarding the  recognition,  measurement,  and reporting of
costs  that  are  associated  with  exit  and  disposal  activities,   including
restructuring  activities  that are  currently  accounted  for  pursuant  to the
guidance  that the  Emerging  Issues Task Force  ("EITF")  has set forth in EITF
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."  SFAS 146 revises the accounting for certain lease  termination
costs and employee  termination  benefits,  which are  generally  recognized  in
connection  with  restructuring  activities.  The  provisions  of  SFAS  146 are
effective for exit or disposal  activities that are initiated after December 31,
2002. The Company does not anticipate  that the adoption of SFAS 146 will have a
material impact on its consolidated financial statements.

     In  December  2002,  the  FASB  issued  Statement  No.  148  ("SFAS  148"),
"Accounting for Stock-Based  Compensation - Transition and Disclosure." SFAS 148
amends SFAS 123,  "Stock-Based  Compensation," to provide alternative methods of
transition  for a voluntary  change to the fair value based method of accounting
for  stock-based  employee  compensation.  In  addition,  SFAS  148  amends  the
disclosure  requirements  of SFAS 123 to require  prominent  disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  The  disclosure  provisions of this Standard are effective for interim
periods beginning after December 15, 2002. The Company will comply with SFAS 148
when it prepares its  financial  statements  for the year ending April 30, 2003.
The  adoption  of this  Statement  will  have no impact  on the  balance  sheet,
statement of  operations  or  statement  of cash flows of the Company  since the
Company will continue to apply the "disclosure only" provisions of SFAS 123.




                                     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, 2002
Annual Report to Stockholders. The Company believes its most critical accounting
policies to be the recognition of revenue, costs on production contracts and the
valuation of inventory.

Revenue Recognition

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

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

For  contracts in the Company's  Gillam-FEI  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.

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

Contract Costs

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.

Inventory

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

Recently Issued Accounting Pronouncements

In July 2002,  the FASB issued  Statement No. 146 ("SFAS 146),  "Accounting  for
Costs  Associated  with  Exit  or  Disposal   Activities."  SFAS  146  addresses
significant  issues  regarding the  recognition,  measurement,  and reporting of
costs  that  are  associated  with  exit  and  disposal  activities,   including
restructuring  activities  that are  currently  accounted  for  pursuant  to the
guidance  that the  Emerging  Issues Task Force  ("EITF")  has set forth in EITF
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."  SFAS 146 revises the accounting for certain lease  termination
costs and employee  termination  benefits,  which are  generally  recognized  in
connection  with  restructuring  activities.  The  provisions  of  SFAS  146 are
effective for exit or disposal  activities that are initiated after December 31,
2002. The Company does not anticipate  that the adoption of SFAS 146 will have a
material impact on its consolidated financial statements.

In December  2002, the FASB issued  Statement No. 148 ("SFAS 148"),  "Accounting
for Stock-Based  Compensation - Transition and Disclosure." SFAS 148 amends SFAS
123,  "Stock-Based  Compensation," to provide  alternative methods of transition
for a  voluntary  change  to the fair  value  based  method  of  accounting  for
stock-based employee compensation.  In addition,  SFAS 148 amends the disclosure
requirements  of SFAS 123 to require  prominent  disclosures  in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results. The
disclosure  provisions  of this  Standard  are  effective  for  interim  periods
beginning after December 15, 2002. The Company will comply with SFAS 148 when it
prepares  its  financial  statements  for the year ending  April 30,  2003.  The
adoption of this Statement  will have no impact on the balance sheet,  statement
of  operations  or statement of cash flows of the Company since the Company will
continue to apply the "disclosure only" provisions of SFAS 123.



RESULTS OF OPERATIONS

As illustrated  in the following  table,  the mix of the Company's  revenues has
shifted  significantly during fiscal 2003 compared to the same periods of fiscal
2002. For the nine-month  period ended January 31, 2003,  overall Net Sales have
declined by $7.6 million (24%) from the same period of fiscal 2002.  Most of the
decrease is  attributable  to the  slowdown in the  telecommunications  industry
which has impacted both the Commercial Communications segment and the Gillam-FEI
segment.  These declines were partially offset by increased revenues in the U.S.
Government  segment as the United States military is undertaking the development
of new secure  communications  systems  and more  technologically  sophisticated
weaponry.

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                  (Continued)

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 2003 and 2002:

                                          Nine months         Three months
                                              Periods ended January 31,
                                       2003       2002       2003       2002
Net Sales
   Commercial Communications           48.3%      68.9%      51.8%      62.4%
   U.S. Government                     28.0        9.0       27.4       12.0
   Gillam-FEI                          23.7       22.1       20.8       25.6
                                      -----      -----      -----      -----
                                      100.0      100.0      100.0      100.0
Cost of Sales                          68.4       62.2       67.3       62.1
                                      -----      -----      -----      -----
            Gross Margin               31.6       37.8       32.7       37.9
Selling and administrative expenses    24.6       19.9       22.3       22.6
Research and development expenses      12.0       13.2       13.5       14.3
                                      -----      -----      -----      -----
            Operating (Loss) Profit    (5.0)       4.7       (3.1)       1.0

Other income (expense)- net             4.9        4.3        6.7        4.1
                                      -----      -----      -----      -----
Pretax (Loss) Income                   (0.1)       9.0        3.6        5.1
Provision for income taxes              0.1        2.9        1.0        1.7
                                      -----      -----      -----      -----
            Net Income                  0.0%       6.1%       2.6%       3.4%
                                      =====      =====      =====      =====


Revenues for the  Commercial  Communications  segment  declined by $10.6 million
(47%) and by $1.3 million  (21%),  respectively,  for the nine- and  three-month
periods  ended  January 31,  2003 as  compared to the same  periods of the prior
fiscal year.  These amounts reflect the reduced level of capital spending by the
telecommunication  industry  as well as the  lack  of new  commercial  satellite
orders.  Similarly,  for the  nine- and  three-month  periods  of  fiscal  2003,
Gillam-FEI  revenues  decreased  by  $1.2  million  (16%)  and  $383,000  (16%),
respectively,  reflecting the decline in  telecommunication  spending in Europe.
Conversely,  revenues in the  Company's  U.S.  Government  segment  rose by $4.0
million  (137%)  and $1.4  million  (124%),  respectively,  during  fiscal  2003
compared to the same nine- and  three-month  periods of fiscal 2002. The Company
expects  that U.S.  Government  revenue  will  continue  to grow but the rate of
growth  will  vary  since  the  timing  for  the  release  of new  contracts  is
unpredictable.  The Company also  believes  that  spending by  telecommunication
service  providers  will  increase in future  periods  from the current  reduced
levels.  As  service   providers  add  new  features,   the  need  for  improved
infrastructure  in both  wireless  and  wireline  networks  becomes more urgent.
Likewise, many communication  satellites are nearing or have exceeded their life
expectancy and must soon be replaced.

For  the  nine  and  three  months  ended  January  31,  2003,   the  Commercial
Communications  segment incurred  operating losses of $2.2 million and $882,000,
respectively,  compared to operating profits of $1.9 million and $245,000 in the
same periods of fiscal  2002.  These  losses are  attributable  primarily to the
reduced sales volume and related higher  absorption of fixed costs. In addition,
this segment continues to invest in research and development projects, the Asian
production facility and the European sales office. Operating profits in the U.S.
Government  segment for the nine and three  months  ended  January 31, 2003 were
$1.8 million and $819,000,  respectively,  increases of $1.1 million  (150%) and
$594,000  (264%)  over the same  periods of fiscal  2002.  These  increases  are
attributable  to the increase in revenues  during the fiscal 2003 periods offset
by the  absorption  of a greater share of allocated  general and  administrative
expenses.  The  Gillam-FEI  segment  recorded  losses of $403,000 and  $133,000,
respectively,  for the nine and three month periods ended January 31, 2003 which
are $44,000 (12%) and $13,000 (11%) greater than the losses recorded in the same
periods of fiscal  2002.  These  increased  losses are due to the 16% decline in
revenues and lower gross margins, particularly on several developmental projects
in the fiscal  2003  three-month  period.  These  amounts  are offset by reduced
research and development spending during the fiscal 2003 periods.

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

For the nine- and three-month periods ended January 31, 2003, gross margin rates
were 32% and 33%,  respectively,  compared to 38% in each of the same periods of
fiscal  2002.  The lower  volume of  business in the  Commercial  Communications
segment  had a  significant  impact  on fiscal  2003  gross  margins  as did the
developmental  projects at Gillam-FEI  cited above. The increased volume in U.S.
Government  business  was  insufficient  to offset the declines in the other two
segments.  With the  present  mix of orders and recent  contract  bookings,  the
Company  expects to realize  similar to improved gross profit margins during the
balance of fiscal 2003.

Selling and administrative  costs decreased by $363,000 (6%) and by $64,000 (3%)
for the nine- and  three-month  periods  ended  January 31, 2003,  respectively,
compared to the same periods of fiscal 2002. During the fiscal 2003 periods, the
Company  increased its  investments  in its Asian  production and European sales
office subsidiaries.  Excluding these costs, selling and administrative expenses
would have  declined  by $542,000  (9%) and by $228,000  (11%) for the nine- and
three-month  periods  ended January 31, 2003,  respectively,  compared to fiscal
2002. These decreases were achieved through reduced personnel costs due to fewer
selling and  administrative  employees,  lower  travel costs and no accruals for
employee  incentive  plans due to lower profits.  The Company  anticipates  that
fiscal 2003 selling and  administrative  expenses  will continue to be less than
that incurred in fiscal 2002 as the Company focuses on reducing its overall cost
structure.  The Company targets selling and administrative expenses to be 20% of
revenues, excluding special costs, but in the current reduced sales environment,
that ratio will be higher.

Research  and  development  costs in the fiscal 2003  periods  decreased by $1.3
million  (31%) and $96,000 (7%),  respectively,  over the  comparable  nine- and
three-month  periods ended January 31, 2002.  During fiscal 2003 the Company was
successful in procuring funding for some of its development activities including
non-recurring    engineering    on    production    contracts    and   obtaining
government-sourced  subsidies  in  Europe.  This  funding  lowers  research  and
development  costs to the Company without  diminishing its ability to design and
develop new  products.  The Company will continue to devote its own resources to
develop  new  products  and  enhance   existing   products  for  the  commercial
communications  market.  During  calendar  year  2003,  the  Company  intends to
introduce  Gillam-FEI's  wireline  synchronization  product to the U.S market as
well as to the rest of the world. In addition,  the Company continues to improve
its  manufacturing  processes  and is  developing  next-generation  products  in
support of the cellular network  infrastructure  markets.  Internally  generated
cash and cash reserves are adequate to fund this development effort.

Net nonoperating income and expense decreased by $176,000 (13%) and increased by
$237,000 (61%), respectively, in the nine- and three-month periods ended January
31, 2003 as compared to the fiscal 2002  periods.  For the  nine-month  periods,
fiscal 2003  investment  income declined by $318,000 (19%) due to lower interest
rates on marketable securities and net realized losses on the sale of marketable
securities  of $57,000  compared to net  realized  gains of $183,000 in the same
period of fiscal 2002. For the three-month periods,  investment income increased
by $77,000 (16%) as lower  interest  income was offset by net realized  gains on
certain  marketable  securities of $103,000  compared to gains of $14,000 in the
same period of fiscal 2002.  Interest expense decreased by $31,000 (14%) for the
nine months and increased by $7,000 (10%) during the three-months  ended January
31, 2003,  compared to the same periods of fiscal 2002.  These  changes  reflect
reduced  interest rates and changes in debt balances during fiscal 2003 compared
to debt levels in fiscal 2002. Other income (expense), net, consists principally
of certain  non-recurring  transactions  and is generally not significant to net
income.  During the quarter ended January 31, 2003, the Company  realized a gain
of  $148,000  on the  sale  of a  portion  of a  building  owned  by its  French
subsidiary.  Excluding  that gain, for the nine- and  three-month  periods ended
January  31,  2003 the  Company  incurred  net  expenses  of $93,000 and $8,000,
respectively,  compared  to net  expenses  of  $56,000  and  $27,000 in the same
periods of fiscal 2002.


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.  Effective in calendar 2003,
Belgium reduced its corporate income tax rate to 34%.

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position  of $67  million at January  31,  2003 which is  comparable  to working
capital at April 30,  2002.  Included in working  capital at January 31, 2003 is
$32.7 million of cash,  cash  equivalents and marketable  securities,  including
$10.5 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,
2003,  was $379,000  compared to positive  cash flow of $2.8 million in the same
period of fiscal 2002.  In the fiscal 2002  period,  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. During the
fiscal 2003  period,  cash was also  absorbed by  increases  to  work-in-process
inventory and the paydown of accrued expenses and accounts payable.  The Company
anticipates that it will generate  positive cash flow from operating  activities
for the full fiscal year.

Net cash provided by investing  activities for the nine months ended January 31,
2003, was $1.4 million. Approximately $1.6 million was obtained from the sale or
redemption of certain  marketable  securities,  most of which was  reinvested in
shorter term cash equivalents. The Company sold a portion of a building owned by
its French subsidiary  receiving  proceeds of $268,000 and recognizing a gain of
$148,000.  These inflows were offset by the acquisition of capital equipment for
approximately  $480,000.  The Company may continue to acquire or sell marketable
securities  as  dictated  by its  investment  strategies  as well as by the cash
requirements  for its  development  activities.  The  Company  will  continue to
acquire more efficient  equipment to automate its production  process and expand
its  capacity.  The  Company  intends  to spend  less than $1 million on capital
equipment  during  fiscal 2003.  Internally  generated  cash will be adequate to
acquire this capital equipment.

Net cash used in  financing  activities  for the nine months  ended  January 31,
2003, was $2.7 million  compared to $2.3 million for the comparable  fiscal 2002
period.  Included in both fiscal periods is payment of the Company's  semiannual
dividend in the aggregate amount of $1.7 million. In addition,  the Company made
scheduled payments on debt and other long-term obligations of $645,000 in fiscal
2003 and $509,000 in fiscal 2002. In 2003, the Company also received $108,000 in
short-term borrowings.  During fiscal 2003, the Company reacquired approximately
80,000 shares of its stock at a cost of $501,000.


BACKLOG

At January  31,  2003,  the  Company's  backlog  amounted to  approximately  $32
million,  an  increase  of  approximately  $1  million  from the April 30,  2002
backlog.  Approximately 60% of the backlog  represents orders for the Commercial
Communications  segment,  22% for the  Gillam-FEI  segment  and 18% for the U.S.
Government segment. Of this backlog, approximately 70% is realizable in the next
12 months.

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)


                                     Item 3.

Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------

Interest Rate Risk
------------------
The Company is exposed to market risk  related to changes in interest  rates and
market  values  of  securities,  including  participation  units in the  Reckson
Operating Partnership, L.P. The Company's investments in fixed income and equity
securities  were $17.1 million and $10.9 million,  respectively,  at January 31,
2003. The investments are carried at fair value with changes in unrealized gains
and losses recorded as adjustments to  stockholders'  equity.  The fair value of
investments in marketable securities is generally based on quoted market prices.
Typically,  the fair market value of  investments  in fixed  interest  rate debt
securities  will increase as interest  rates fall and decrease as interest rates
rise. Based on the Company's overall interest rate exposure at January 31, 2003,
a 10% change in market  interest  rates would not have a material  effect on the
fair value of the  Company's  fixed income  securities  or results of operations
(investment income).

Foreign Currency Risk
---------------------
The Company is subject to foreign  currency  translation  risk. The Company does
not have any  near-term  intentions  to  repatriate  invested cash in any of its
foreign-based  subsidiaries.  For this  reason,  the Company  does not intend to
initiate any exchange  rate hedging  strategies  which could be used to mitigate
the effects of foreign  currency  fluctuations.  The effects of foreign currency
rate fluctuations will be recorded in the equity section of the balance sheet as
a component of other  comprehensive  income.  As of January 31, 2003, the amount
related to foreign currency exchange rates is a $2,680,000 unrealized gain.

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

                                     Item 4.
Controls and Procedures
-----------------------
Within 90 days prior to the date of this  report,  the  Company  carried  out an
evaluation,  under  the  supervision  and with the  participation  of its  Chief
Executive Officer,  Martin B. Bloch and Chief Financial Officer, Alan L. Miller,
of the effectiveness of disclosure  controls and procedures pursuant to Exchange
Act Rules  13a-14 and  15d-14.  Based on that  evaluation,  the Chief  Executive
Officer and Chief Financial Officer  concluded that the disclosure  controls and
procedures  are  effective  in  timely  alerting  them to  material  information
required to be included in the Company's  periodic SEC reports.  There have been
no  significant  changes  in  internal  controls,   or  in  factors  that  could
significantly  affect  internal  controls,  subsequent  to the  date  the  Chief
Executive Officer and Chief Financial Officer completed their evaluation.

<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

"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

A judgment  dated  September  3,  2002,  has been  entered by the United  States
District  Court for the  Eastern  District  of New York in  connection  with its
dismissal  of the  Muller  Qui Tam  Action.  With  this  action,  the  Court has
dismissed all  remaining  litigation  against the Company and its  President/CEO
originating approximately ten years ago.

The  judgment  is  based  on the  Court's  decision  on the  merits  in favor of
Frequency Electronics, Inc. and its CEO, Martin B. Bloch, dated August 23, 2002.
The judgment  preserves  all of FEI's rights to recover  costs and its causes of
action against the plaintiff and third party defendants.

For a further discussion of the Muller Qui Tam Action, reference is made to Form
10-K for the fiscal year ended April 30, 2002, filed by Registrant under Section
13 of the  Securities  Exchange Act of 1934,  which is on file at the Securities
and Exchange Commission.


ITEM 6 - Exhibits and Reports on Form 8-K

          (a)  Exhibits:  99.1  Certifications Pursuant to Section 302 of the
                                 Sarbanes-Oxley Act of 2002.
                          99.2. Certifications Pursuant to Section 906 of the
                                 Sarbanes-Oxley  Act of 2002.

          (c)  No Current Reports on Form 8-K were filed with the Securities and
               Exchange Commission during the quarter ended January 31,2003.

<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 17, 2003                     BY: /s/ Joseph P. Franklin
                                              ----------------------
                                              Joseph P. Franklin
                                              Chairman of the Board of Directors



Date: March 17, 2003                      BY: /s/ Alan Miller
                                              ---------------
                                              Alan Miller
                                              Chief Financial Officer
                                              and Controller

<PAGE>


                                                                    Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

Certification of CEO

I, Martin B. Bloch, certify that

     1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  Frequency
          Electronics, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



   /s/  Martin B. Bloch                                     March 17, 2003
   --------------------
     Martin B. Bloch
     Chief Executive Officer

<PAGE>

                                                                    Exhibit 99.1
                                                                          page 2

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

Certification of CFO

I, Alan L. Miller, certify that

     1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  Frequency
          Electronics, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


   /s/  Alan L. Miller                                        March 17, 2003
   -------------------
     Alan L. Miller
     Chief Financial Officer




                                                                    Exhibit 99.2


                           CERTIFICATIONS PURSUANT TO
                                 SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002



Certification of CEO

In connection  with the  Quarterly  Report of Frequency  Electronics,  Inc. (the
"Company")  on Form 10-Q for the period ended January 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Martin
B. Bloch, Chief Executive Officer of the Company,  certify,  pursuant to Section
18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

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

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


   /s/  Martin B. Bloch                                         March 17, 2003
   --------------------
     Martin B. Bloch
     Chief Executive Officer




Certification of CFO

In connection  with the  Quarterly  Report of Frequency  Electronics,  Inc. (the
"Company")  on Form 10-Q for the period ended January 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Alan L.
Miller, Chief Financial Officer of the Company,  certify, pursuant to Section 18
U.S.C.  1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

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

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


   /s/  Alan L. Miller                                          March 17, 2003
   -------------------
     Alan L. Miller
     Chief Financial Officer