UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark one)

     [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
                  For the Quarterly Period ended July 31, 2006

                                       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
                                      ---   ---
Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer      Accelerated filer       Non-accelerated filer X
                       ---                    ---                         ---

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                   Yes    No X
                                      ---   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of September 8, 2006 - 8,584,625

                                  Page 1 of 23

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                        Page No.

 Item 1 - Financial Statements:

     Condensed Consolidated Balance Sheets -
         July 31, 2006 and April 30, 2006                                  3

     Condensed Consolidated Statements of Operations
         Three Months Ended July 31, 2006 and 2005                         4

     Condensed Consolidated Statements of Cash Flows
         Three Months Ended July 31, 2006 and 2005                         5

     Notes to Condensed Consolidated Financial Statements                 6-11

 Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations                   11-17

 Item 3- Quantitative and Qualitative Disclosures about Market Risk        17

 Item 4- Controls and Procedures                                           18


Part II.  Other Information:

 Items 1, 1A, 2, 3, 4 and 5 are omitted because they are not applicable

 Item 6 - Exhibits                                                         18

 Signatures                                                                19

 Exhibits                                                                20-23



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                           --------------------------
                                                            July 31,   April 30,
                                                             2006        2006
                                                             ----        ----
                                                          (UNAUDITED)  (NOTE A)
                                                              (In thousands)
         ASSETS:
Current assets:
  Cash and cash equivalents                               $  6,256     $  2,639
  Marketable securities                                     18,111       21,836
  Accounts receivable, net of allowance
    for doubtful accounts of $276 at
    July 31 and April 30, 2006                              17,050       15,868
  Inventories                                               24,885       22,971
  Deferred income taxes                                      2,086        2,135
  Income tax receivable                                          -           68
  Prepaid expenses and other                                 1,345        1,246
                                                          --------     --------
          Total current assets                              69,733       66,763
Property, plant and equipment, at cost,
  less accumulated depreciation and
  amortization                                               6,682        6,663
Deferred income taxes                                        2,840        2,842
Goodwill and other Intangible assets, net                      498          513
Cash surrender value of life insurance                       6,438        6,318
Other assets                                                 3,811        3,642
                                                          --------     --------
           Total assets                                   $ 90,002     $ 86,741
                                                          ========     ========


         LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
  Short-term credit obligations                           $  1,609     $      -
  Accounts payable - trade                                   2,912        2,202
  Accrued liabilities and other                              3,804        3,929
  Income taxes payable                                         242            -
  Dividend payable                                               -          857
                                                          --------     --------
        Total current liabilities                            8,567        6,988

Deferred compensation                                        8,250        8,122
Deferred gain and other liabilities                            910          998
                                                          --------     --------
        Total liabilities                                   17,727       16,108
                                                          --------     --------
Stockholders' equity:
  Preferred stock  - $1.00 par value                             -            -
  Common stock  -  $1.00 par value                           9,164        9,164
  Additional paid-in capital                                45,906       45,688
  Retained earnings                                         16,424       15,527
                                                          --------     --------
                                                            71,494       70,379
  Common stock reacquired and held in treasury
   -at cost, 579,315 shares at July 31, 2006
    and 592,194 shares at April 30, 2006                    (2,397)      (2,437)
  Accumulated other comprehensive income                     3,178        2,691
                                                          --------     --------
         Total stockholders' equity                         72,275       70,633
                                                          --------     --------
         Total liabilities and stockholders' equity       $ 90,002     $ 86,741
                                                          ========     ========

                See accompanying notes to condensed consolidated
                             financial statements.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                           Three Months Ended July 31,
                                   (Unaudited)

                                                         2006            2005
                                                         ----            ----
                                                           (In thousands except
                                                             per share data)

Net sales                                               $14,314         $11,057
Cost of sales                                             9,461           6,960
                                                        -------         -------
        Gross margin                                      4,853           4,097

Selling and administrative expenses                       2,782           2,544
Research and development expense                          1,380           1,442
                                                        -------         -------
        Operating profit                                    691             111

Other income (expense):
     Investment income                                      299           1,325
     Equity in Morion                                       203             144
     Interest expense                                       (36)            (28)
     Other income, net                                       81              69
                                                        -------         -------
Income before provision for income taxes                  1,238           1,621

Provision for income taxes                                  340             479
                                                        -------         -------
        Net income                                      $   898         $ 1,142
                                                        =======         =======

Net income per common share
        Basic                                           $ 0.10          $ 0.13
                                                        ======          ======
        Diluted                                         $ 0.10          $ 0.13
                                                        ======          ======
Average shares outstanding
        Basic                                          8,576,705      8,520,020
                                                       =========      =========
        Diluted                                        8,719,934      8,657,340
                                                       =========      =========



                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                           Three Months Ended July 31,
                                   (Unaudited)


                                                          2006            2005
                                                          ----            ----
                                 (In thousands)

Cash flows from operating activities:
  Net income                                            $   898         $ 1,142
  Non-cash charges to earnings                              594            (561)
  Net changes in other assets and liabilities            (2,518)         (5,315)
                                                        -------         -------
Net cash used in operating activities                    (1,026)         (4,734)
                                                        -------         -------

Cash flows from investing activities:
  Proceeds from sale of marketable securities             3,854           6,256
  Purchase of marketable securities                           -          (2,879)
  Purchase of fixed assets                                 (374)           (520)
                                                        -------         -------
Net cash provided by investing activities                 3,480           2,857
                                                        -------         -------

Cash flows from financing activities:
  Proceeds from short-term credit obligations             1,600               -
  Payment of cash dividend                                 (857)           (852)
  Proceeds from stock option exercises                      142               -
                                                        -------         -------
Net cash provided by (used in) financing activities         885            (852)
                                                        -------         -------

Net increase (decrease) in cash and cash equivalents
  before effect of exchange rate changes                  3,339          (2,729)

Effect of exchange rate changes
  on cash and cash equivalents                              278            (283)
                                                        -------         -------

  Net increase (decrease) in cash                         3,617          (3,012)

  Cash at beginning of period                             2,639           6,701
                                                        -------         -------

  Cash at end of period                                 $ 6,256         $ 3,689
                                                        =======         =======




                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 July 31, 2006 and the results of its  operations and cash flows for the three
months ended July 31, 2006 and 2005. The April 30, 2006  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, 2006 Annual Report to  Stockholders.  The results of
operations  for such  interim  periods  are not  necessarily  indicative  of the
operating results for the full year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
diluted Earnings Per Share are as follows:
                                            Three months ended July 31,
                                              2006             2005
                                              ----             ----
       Basic EPS Shares outstanding
         (weighted average)                8,576,705        8,520,020
       Effect of Dilutive Securities         143,229          137,320
                                           ---------        ---------
       Diluted EPS Shares outstanding      8,719,934        8,657,340
                                           =========        =========

     The  computation of diluted  earnings per share excludes those options with
an exercise price in excess of the average market price of the Company's  common
shares  during the  periods  presented.  The  inclusion  of such  options in the
computation  of earnings per share would have been  antidilutive.  The number of
excluded options were:

                                            Three months ended July 31,
                                              2006             2005
                                              ----             ----
        Outstanding Options excluded        571,550          570,550
                                            =======          =======

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at July 31, 2006 and April 30, 2006 include costs and
estimated earnings in excess of billings on uncompleted  contracts accounted for
on  the  percentage  of  completion  basis  of   approximately   $2,367,000  and
$4,857,000, 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  $4,122,000  and
$3,923,000  at July 31, 2006 and April 30,  2006,  respectively,  consist of the
following:

                                        July 31, 2006          April 30, 2006
                                        -------------          --------------
                                                   (In thousands)
  Raw materials and Component parts       $12,170                  $11,172
  Work in progress                         12,715                   11,799
                                          -------                  -------
                                          $24,885                  $22,971
                                          =======                  =======

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - -COMPREHENSIVE INCOME

     For the three  months  ended July 31, 2006 total  comprehensive  income was
$1,385,000  and for the three months ended July 31,  2005,  total  comprehensive
loss was ($154,000).  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 - EQUITY-BASED COMPENSATION

     Effective  May 1, 2006,  the  Company  adopted  the fair value  recognition
provisions  of  Statement  of  Financial   Accounting   Standards  No.   123(R),
"Share-Based Payment" ("FAS 123(R)"),  using the modified prospective transition
method. Under the modified prospective  transition method,  compensation cost of
$115,000  was  recognized  during  the  three  months  ended  July 31,  2006 and
includes:  (a) compensation cost for all share-based  payments granted prior to,
but not yet  vested  as of May 1,  2006,  based on the  grant  date  fair  value
estimated  in  accordance  with the  original  provisions  of FAS  123,  and (b)
compensation  cost for all  share-based  payments  granted  subsequent to May 1,
2006,  based on the  grant-date  fair value  estimated  in  accordance  with the
provisions of FAS 123(R). Results for prior periods have not been restated.

     Upon adoption of FAS 123(R),  the Company  elected to continue to value its
share-based payment transactions using the Black-Scholes  valuation model, which
was  previously  used by the Company for  purposes  of  preparing  the pro forma
disclosures   under  FAS  123.   Such  value  is  recognized  as  expense  on  a
straight-line  basis over the service  period of the awards,  which is generally
the vesting period, net of estimated  forfeitures.  This is the same attribution
method that was used by the Company  for  purposes of its pro forma  disclosures
under FAS 123.

     At July 31,  2006,  unrecognized  compensation  cost for all the  Company's
stock-based compensation awards was approximately $1.7 million. The unrecognized
compensation  cost for  stock-based  compensation  awards  at July  31,  2006 is
expected to be recognized over a weighted average period of 3.2 years.

     In  addition,  the  Company  applied  the  provisions  of Staff  Accounting
Bulletin No. 107 ("SAB 107"),  issued by the Securities and Exchange  Commission
in March  2005 in its  adoption  of FAS  123(R).  SAB 107  requires  stock-based
compensation   to  be  classified  in  the  same  expense  line  items  as  cash
compensation.  Accordingly,  during  the  three  months  ended  July  31,  2006,
stock-based  compensation  expense  was  $53,000 in cost of sales and $62,000 in
selling, general and administrative expense.

     Prior to the adoption of FAS 123(R), the Company presented all tax benefits
resulting from tax deductions  associated  with the exercise of stock options by
employees as cash flows from operating activities in the Consolidated Statements
of Cash Flows.  Under FAS 123(R)  "excess tax  benefits" are to be classified as
cash flows from  financing  activities  in the  Consolidated  Statement  of Cash
Flows. For this purpose, the excess tax benefits are tax benefits related to the
difference between the total tax deduction associated with the exercise of stock
options by employees and the amount of  compensation  cost  recognized for those
options.  For the three  months  ended July 31,  2006,  there were no excess tax
benefits to be included within Other Financing Activities of the Cash Flows from
Financing Activities pursuant to this requirement of FAS 123(R).

<PAGE>

      Effect of Adoption of FAS 123(R)

     The  application  of FAS 123(R) had the  following  effect on the  reported
amounts for the three months ended July 31, 2006, relative to amounts that would
have been reported using the intrinsic  value method under  previous  accounting
(in thousands, except for per share amounts.)

                                    Using Intrinsic    FAS 123(R)       As
                                     Value Method     Adjustments    Reported
                                     --------------   -----------    --------
      Operating Profit                  $  806           ($115)       $  691

      Income before provision
           for income taxes              1,353            (115)        1,238

      Net Income                         1,013            (115)          898

      Basic Earnings per Share           $0.12          ($0.02)        $0.10
      Diluted Earnings per Share         $0.12          ($0.02)        $0.10

     The weighted  average  fair value of each option has been  estimated on the
date of grant using the  Black-Scholes  options pricing model with the following
weighted average  assumptions used for grants in the three months ended July 31,
2006, and each of the years ended,  April 30, 2006, and 2005:  dividend yield of
1.4%,  1.4%,  and 1.1%;  expected  volatility of 59%; risk free interest rate of
5.0%,   4.1%,  and  3.9%;  and  expected  lives  of  six  and  one-half   years,
respectively.

     The  expected  life  assumption  was  determined  based  on  the  Company's
historical experience. For purposes of both FAS 123 and FAS 123(R), the expected
volatility  assumption was based on the  historical  volatility of the Company's
common  stock.  The dividend  yield  assumption  was  determined  based upon the
Company's  past history of dividend  payments  and its  intention to make future
dividend  payments.  The risk-free interest rate assumption was determined using
the implied yield currently  available for zero-coupon  U.S.  government  issues
with a remaining term equal to the expected life of the stock options.

      Employee Stock Option Plans

     The Company has various  stock option plans for key  management  employees,
including   officers  and  directors  who  are  employees.   The  plans  include
Nonqualified Stock Option ("NQSO") plans,  Incentive Stock Option ("ISO") plans,
and Stock Appreciation  Rights ("SARs").  Under these plans,  options and awards
are granted at the discretion of the Stock Option committee at an exercise price
not less than the fair market value of the Company's common stock on the date of
grant.  Under one NQSO plan the options are  exercisable one year after the date
of grant.  Under the remaining plans the  options/awards  are exercisable over a
four-year period beginning one year after the date of grant. The  options/awards
expire ten years after the date of grant and are subject to certain restrictions
on  transferability  of the shares  obtained on  exercise.  As of July 31, 2006,
eligible employees had been granted awards to purchase 167,500 shares of Company
stock under SARs, all of which are  outstanding and are not  exercisable.  As of
July 31, 2006, eligible employees had been granted options to purchase 1,182,500
shares of Company stock under ISO plans of which  approximately  392,000 options
are  outstanding and  approximately  261,000 are  exercisable.  Through July 31,
2006,  eligible  employees have been granted options to acquire 1,090,000 shares
of Company stock under NQSO plans.  Of the NQSO options,  approximately  737,000
are both outstanding and exercisable (see tables below).

     The excess of the  consideration  received over the par value of the common
stock or cost of treasury stock issued under both types of option plans has been
recognized as an increase in additional paid-in capital prior to the adoption of
FAS 123(R).  No charges  have been made to income with respect to the SARs grant
in fiscal year 2007.  Unrecognized  compensation  charges for  nonvested  awards
relating to the SARs grant is approximately  $1,032,000 which will be recognized
during a weighted average period of 4 years.  Unrecognized  compensation charges
for nonvested  awards relating to the ISO plan is  approximately  $649,000 which
will be  recognized  over a weighted  average  period of 2.1 years.  The Company
recorded  compensation  charges  related to these  plans  totaled  approximately
$115,000, using the fair value method, for the quarter ended July 31, 2006.

     Although the Company continues to maintain a stock repurchase  program,  no
stock repurchases will be necessary to process stock exercises during the fiscal
year.  Shares issued to  individuals  during stock  exercises will be taken from
available treasury stock.

     Transactions under these stock award plans,  including the weighted average
exercise prices of the options, are as follows:

                                                Three months ended July 31, 2006
                                                                     Wtd Avg
                                                     Shares           Price
                                                     ------           -----
    Outstanding at beginning of period              1,133,387        $11.32
    Granted                                           167,500        $11.95
    Exercised                                          (4,000)        $6.74
    Expired or canceled                                     -             -
                                                    ---------
    Outstanding at end of period                    1,296,887        $11.41
                                                    =========
    Exercisable at end of period                      998,512        $11.30
                                                      =======
    Available for grant at end of period              231,500
                                                      =======
    Weighted average fair value
    of options granted during the period               $6.54
                                                       =====

     The  following  table  summarizes   information  about  stock-based  awards
outstanding at July 31, 2006:
<TABLE>
<CAPTION>

                                 Options Outstanding              Options Exercisable
                     --------------------------------------     -----------------------
                                     Weighted
                                      Average      Weighted                    Weighted
                       Number        Remaining      Average       Number        Average
 Actual Range of     Outstanding    Contractual    Exercise     Exercisable    Exercise
 Exercise Prices     at 7/31/06        Life          Price      at 7/31/06       Price
 ---------------     ----------        ----          -----      ----------       -----
 <S>                   <C>              <C>        <C>             <C>         <C>
 $4.375 - 9.970        484,700          4.1        $ 7.64          433,700     $ 7.44
 10.167 - 16.625       730,187          5.8         12.53          482,812      12.65
     23.75              82,000          4.0         23.75           82,000      23.75
</TABLE>

         Fiscal year 2006

     Stock-based  compensation  in the first  quarter  of  fiscal  year 2006 was
determined  using the intrinsic  value  method.  The  following  table  provides
supplemental  information  for  the  three  months  ended  July  31,  2005 as if
stock-based  compensation  had been  computed  under FAS 123(R)  (in  thousands,
except per share data):

     Net income, as reported                       $1,142
     Cost of stock options, net of tax                (93)
                                                   ------
     Net income - pro forma                        $1,049
                                                   ======

     Earnings per share, as reported:
        Basic                                      $ 0.13
                                                   ======
        Diluted                                    $ 0.13
                                                   ======
     Earnings per share- pro forma
        Basic                                      $ 0.12
                                                   ======
        Diluted                                    $ 0.12
                                                   ======

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE G - SEGMENT INFORMATION

The Company operates under three reportable segments:
(1)  FEI-NY - consists  principally  of  precision  time and  frequency  control
     products used in three principal  markets-  communication  satellites (both
     commercial and U.S.  Government-funded);  terrestrial cellular telephone or
     other  ground-based  telecommunication  stations and other  components  and
     systems for the U.S. military.

(2)  Gillam-FEI - the Company's  Belgian  subsidiary  primarily  sells  wireline
     synchronization and network monitoring systems.

(3)  FEI-Zyfer - the products of the  Company's  subsidiary  incorporate  Global
     Positioning  System  (GPS)  technologies  into systems and  subsystems  for
     secure  communications,  both government and commercial,  and other locator
     applications.

     Beginning  with the first  quarter  of fiscal  year  2007,  the  Company is
reporting its segment  information on a geographic  basis. The former Commercial
Communications and U.S. Government segments,  which operate out of the Company's
New York headquarters facility, have been combined into the new segment, FEI-NY.
This  segment  also  includes  the  operations  of  the  Company's  wholly-owned
subsidiary,  FEI-Asia, which functions primarily as a manufacturing facility for
the FEI-NY segment.

     Previously,  the Company  identified  its New  York-based  U.S.  Government
business  as a  separate  segment  even  though  that  segment  shared  the same
facility,  equipment and personnel with the Commercial  Communications  segment.
With the  acquisition  of  FEI-Zyfer  in fiscal year 2004,  the Company now does
business on U.S.  Government  programs  out of two  separate  subsidiaries.  The
Company's Chief Executive  Officer measures segment  performance  based on total
revenues and profits  generated  by each  geographic  center  rather than on the
specific types of customers or end-users.  Consequently,  the Company determined
that  limiting  the  number  of  segments  to the  three  indicated  above  more
appropriately reflects the way the Company's management views the business.

     Prior year segment  information has been reclassified to conform to the new
segment  presentation.  This  includes  reclassifying  the  property,  plant and
equipment  located in the New York  facility  to the FEI-NY  segment  and not to
corporate assets.

     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):

                                             Three months ended July 31,
                                                2006            2005
                                                ----            ----
  Net sales:
      FEI-NY                                  $10,666         $ 6,856
      Gillam-FEI                                2,030           2,215
      FEI-Zyfer                                 1,907           2,445
      less intercompany sales                    (289)           (459)
                                              -------         -------
         Consolidated Sales                   $14,314         $11,057
                                              =======         =======
  Operating profit (loss):
      FEI-NY                                   $  861          $  (66)
      Gillam-FEI                                   (8)            (66)
      FEI-Zyfer                                   (58)            333
      Corporate                                  (104)            (90)
                                               ------          ------
         Consolidated Operating Profit         $  691          $  111
                                               ======          ======

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

                                           July 31, 2006      April 30, 2006
                                           -------------      --------------
  Identifiable assets:
      FEI-NY                                   $42,752           $44,111
      Gillam-FEI                                13,069            13,755
      FEI-Zyfer                                  5,553             5,356
      less intercompany balances               (10,187)          (14,585)
      Corporate                                 38,815            38,104
                                               -------           -------
      Consolidated Identifiable Assets         $90,002           $86,741
                                               =======           =======

NOTE H - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In November  2004,  the FASB issued  Statement No. 151  "Inventory  Costs."
("FAS 151") This statement amends  Accounting  Research Bulletin No. 43, Chapter
4,  "Inventory  Pricing"  and removes  the "so  abnormal"  criterion  that under
certain  circumstances  could have led to the capitalization of these items. FAS
151 requires that idle facility  expense,  excess  spoilage,  double freight and
re-handling costs be recognized as current-period  charges regardless of whether
they meet the criterion of "so abnormal." FAS 151 also requires that  allocation
of fixed production overhead expenses to the costs of conversion be based on the
normal capacity of the production  facilities.  The provisions of this statement
are  effective  for the Company in fiscal year 2007.  The adoption of FAS 151 is
not expected to have a material  impact on the Company's  financial  position or
results of operations.

     In May 2005,  the FASB issued  Statement No. 154,  "Accounting  Changes and
Error  Corrections - a replacement  of APB Opinion No. 20 and FASB Statement No.
3." ("FAS  154") This  Statement  requires  retrospective  application  to prior
period financial statements of a voluntary change in accounting principle unless
it is  impracticable  and is effective for fiscal years beginning after December
15, 2005.  Previously,  most  voluntary  changes in  accounting  principle  were
recognized by including in net income of the period of the change the cumulative
effect of changing to the new accounting principle. The Company will comply with
the  provisions  of  FAS  154  although  the  impact  of  such  adoption  is not
determinable at this time.


                     ---------------------------------------

                                     Item 2

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

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

     The  statements  in this  quarterly  report on Form 10-Q  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.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)


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, 2006
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. Each of these areas requires the Company to make use
of reasoned estimates including estimating the cost to complete a contract,  the
realizable  value of its inventory or the market value of its products.  Changes
in estimates can have a material impact on the Company's  financial position and
results of operations.

      Revenue Recognition

     Revenues  under  larger,  long-term  contracts,   which  generally  require
billings based on achievement of milestones rather than delivery of product, are
reported in operating  results using the  percentage of  completion  method.  On
fixed-price  contracts,  which are typical for  commercial  and U.S.  Government
satellite  programs and other  long-term  U.S.  Government  projects,  and which
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 and FEI-Zyfer segments,  smaller
contracts or orders in the FEI-NY  segment and 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 and installation completed.

      Costs and Expenses

     Contract  costs include all direct  material,  direct labor,  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.

      Stock-based Compensation

     Effective  May 1, 2006,  the  Company  adopted  the fair value  recognition
provisions  of  Statement  of  Financial   Accounting   Standards  No.   123(R),
"Share-Based Payment" ("FAS 123(R)"),  using the modified prospective transition
method. Under the modified prospective  transition method,  compensation cost of
$115,000  was  recognized  during  the  three  months  ended  July 31,  2006 and
includes:  (a) compensation cost for all share-based  payments granted prior to,
but not yet  vested  as of May 1,  2006,  based on the  grant  date  fair  value
estimated  in  accordance  with the  original  provisions  of FAS  123,  and (b)
compensation  cost for all  share-based  payments  granted  subsequent to May 1,
2006,  based on the  grant-date  fair value  estimated  in  accordance  with the
provisions of FAS 123(R). Results for prior periods have not been restated.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

RESULTS OF OPERATIONS
---------------------
     The table below sets forth for the respective  periods of fiscal years 2006
and 2005 the percentage of consolidated  net sales  represented by certain items
in the Company's consolidated statements of operations:

                                               Three months ended July 31,
                                                  2006           2005
                                                  ----           ----
     Net Sales
        FEI-NY                                    74.5%          62.0%
        Gillam-FEI                                14.2           20.0
        FEI-Zyfer                                 13.3           22.1
        Less Intersegment Sales                   (2.0)          (4.1)
                                                 -----          -----
                                                 100.0          100.0
     Cost of Sales                                66.1           63.0
                                                 -----          -----
                  Gross Margin                    33.9           37.0
     Selling and administrative expenses          19.4           23.0
     Research and development expenses             9.7           13.0
                                                 -----          -----
                  Operating Profit                 4.8            1.0

     Other income, net                             3.8           13.6
                                                 -----          -----
     Pretax Income                                 8.6           14.6
     Provision for income taxes                    2.3            4.3
                                                 -----          -----
                  Net Income                       6.3%          10.3%
                                                 =====          =====

         (Note: All dollar amounts in following tables are in thousands,
                     except Net Sales which are in millions)


Net Sales                               (in millions)
                                   Three months ended July 31,
                               2006          2005            Change
                               ----          ----            ------
   FEI-NY                     $10.7          $6.9         $3.8      56%
   Gillam-FEI                   2.0           2.2         (0.2)     (8%)
   FEI-Zyfer                    1.9           2.4         (0.5)    (22%)
   Intersegment sales          (0.3)         (0.5)         0.2
                             ------        ------        -----
                              $14.3         $11.0         $3.3      29%
                              =====         =====         ====

     As  illustrated  in the table  above,  the 29%  increase in revenues in the
three month  period ended July 31, 2006,  was driven by the 56%  improvement  in
revenues in the FEI-NY segment.  Revenues from space programs were significantly
higher than in the prior  fiscal  year while  sales to  wireless  infrastructure
equipment  manufacturers  also  strengthened.  Revenues  in the  Gillam-FEI  and
FEI-Zyfer segments declined primarily due to customer delays in releasing orders
for additional  product.  Total revenues from U.S.  Government related programs,
which are recorded in both the FEI-NY and FEI-Zyfer segments,  were lower in the
fiscal year 2007 period  compared to the three month period ended July 31, 2005.
As U.S.  Government  programs  receive  funding,  the Company expects to realize
increased revenues from such programs in the future periods of fiscal year 2007.
In  particular,  the Company  expects  revenues  from both U.S.  Government  and
commercial  satellite  programs to continue to grow throughout fiscal year 2007.
Similarly,  revenues  from  wireless  equipment  manufacturers  are  expected to
increase,  particularly  when  China  and India  make  decisions  regarding  the
implementation of their new networks.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Gross margin
                                  Three months ended July 31,
                                2006        2005        Change
                                ----        ----        ------
                               $4,853      $4,097     $756   18%

                 GM Rate        33.9%       37.0%

     The 18%  improvement in gross margin in for the three months ended July 31,
2006,  is due to the  increase in  revenues  over the same period of fiscal year
2006.  The fiscal year 2007 gross margin rate of 33.9% is indicative of the high
engineering costs applied to certain of the Company's long-term contracts during
the  period.  As  the  level  of  engineering  effort  decreases,   the  Company
anticipates that its gross margin rate will improve.  As revenues increase,  the
Company expects the gross margin rate to approach and exceed its target of 40%.

     Also, for the three months ended July 31, 2006, gross margin was reduced by
$53,000 due to the inclusion in cost of sales of a charge for stock compensation
expense. As disclosed in the footnotes to the financial statements, as of May 1,
2006, the Company is complying with the provisions of FAS 123(R), Accounting for
Stock-Based  Compensation.  In the prior  fiscal year,  the Company  applied the
disclosure-only   provisions  of  FAS  No.  148,   "Accounting  for  Stock-Based
Compensation-  Transition  and  Disclosure"  and measured  compensation  cost in
accordance with APB Opinion No. 25,  "Accounting for Stock Issued to Employees."
This method did not result in compensation  cost upon the grant of options under
a qualified stock option plan.

Selling and administrative expenses

                                  Three months ended July 31,
                                 2006       2005        Change
                                 ----       ----        ------
                                $2,782     $2,544     $238   9%

     For the three  months  ended  July 31,  2006,  selling  and  administrative
expenses were 19.4% of revenues  which  achieved the  Company's  target for such
expenses.   For  the  comparable  period  of  fiscal  year  2006,   selling  and
administrative  expenses  were 23% of  revenues,  reflecting  the lower level of
sales for that period compared to the  administrative  structure of the Company.
The primary increases in expenses in the fiscal year 2007 period were related to
compensation,  including  accruals for  incentive  compensation,  normal  salary
increases as well as additional personnel.

     Included in selling and administrative  expenses for the three months ended
July 31, 2006,  is $62,000  related to stock  compensation  expense as described
above and in the footnotes to the financial statements.

     With fiscal year 2007 revenues at current or increasing levels, the Company
expects  selling  and  administrative  expenses to be incurred at 20% or less of
revenues.

Research and development expense

                                 Three months ended July 31,
                                2006       2005        Change
                                ----       ----        ------
                               $1,380     $1,442     ($62) (4%)

     Research and development  expenditures  represent investments that keep the
Company's  products at the leading  edge of time and  frequency  technology  and
enhance  competitiveness  for future sales.  For the three months ended July 31,
2006,  research and development  expenditures  decreased by 4% from the level of
spending in the same period of fiscal year 2006.  The decline  results from less
spending on development of the new US5G wireline  synchronization product, which
was  near  completion  at  the  end of  fiscal  year  2006,  but  offset  by new
initiatives  in  developing  a  ruggedized  rubidium  clock for secure  military
communications,    enhancing   and    miniaturizing    products   for   wireless
communications,  upgrading  its  GPS-based  synchronization  product  line,  and
developing enhanced network monitoring equipment and software.

     Research and development  spending for the quarter ended July 31, 2006, was
9.7% of revenues  compared to 13% of revenues for the same period of fiscal year
2006. The Company targets research and development spending at approximately 10%
of sales, but the rate of spending can increase or

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

decrease from quarter to quarter as new projects are  identified  and others are
concluded.  The Company will continue to devote significant resources to develop
new products,  enhance existing products and implement  efficient  manufacturing
processes.  Where possible, the Company attempts to obtain development contracts
from its customers. For programs without such funding, internally generated cash
and cash reserves are adequate to fund these development efforts.

Operating Profit
                                 Three months ended July 31,
                                2006       2005        Change
                                ----       ----        ------
                                $691       $111      $580  523%

     The  improvement  in  operating  profit for the three months ended July 31,
2006,  compared  to the same  period  of fiscal  year  2006 is due to  increased
revenues of $3.3  million.  The gains  realized by the 29% increase in year over
year  revenue were  partially  offset by a decline in the gross margin rate from
37% to 34%. Selling, general and administrative expenses in the fiscal year 2007
period increased by 9% while research and development  spending  decreased by 4%
as compared to the three months ended July 31, 2005.

Other income (expense)
                                 Three months ended July 31,
                               2006        2005          Change
                               ----        ----          ------
Investment income              $299       $1,325    ($1,026)   (77%)
Equity in Morion                203          144         59     41%
Interest expense                (36)         (28)        (8)    29%
Other income                     81           69         12     17%
                               ----        -----     ------
                               $547       $1,510      ($963)   (64%)

     The decrease in investment income for the three months ended July 31, 2006,
is due to realized  gains of  approximately  $1.0 million  recorded in the first
quarter  of the  prior  fiscal  year on the sale of a portion  of the  shares of
Reckson Associates Realty Corp. stock ("REIT"). Such shares were obtained during
fiscal  year 2005 upon the  conversion  of  certain  REIT  units  related to the
Company's fiscal year 1998 sale and leaseback of its headquarters building.

     The  Company  records  equity  income  in  Morion,  Inc.  based  on its 36%
ownership  interest in Morion's  outstanding  shares. The 41% increase in equity
income from Morion for the three months ended July 31, 2006 compared to the same
period of fiscal year 2006 is due to a 50%  increase  in Morion's  profitability
based on higher revenues and improved margins.

     The increase in interest  expense for the three month period ended July 31,
2006 resulted  primarily from an increase in borrowings under the Company's line
of credit during the fiscal year 2007 period  compared to the three month period
ended July 31, 2005.

     Under the  provisions  of sale and leaseback  accounting,  a portion of the
capital  gain  realized  on the real  estate  transaction  referred  to above is
deferred and recognized in income over the initial lease term. Under the caption
"Other,  income" the Company recognized deferred gain of $88,000 for each of the
three  months  ended  July 31,  2006 and 2005.  Other  insignificant  income and
expense items are also recorded under this caption.

Net income
                                 Three months ended July 31,
                               2006        2005        Change
                               ----        ----        ------
                               $898       $1,142    ($244) (21%)

     Net income for the three months  ended July 31,  2006,  was lower than that
realized  in the same  period of fiscal  year 2006  primarily  as the  result of
recognition of a $1.0 million gain on the sale of certain marketable  securities
in the prior year period. Excluding the effects of that gain, net income for the
three months ended July 31, 2006, was higher than the same period of fiscal year
2006 largely on the basis of the 29% increase in revenues.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Income Taxes

     The  Company is subject to  taxation  in several  countries  as well as the
states of New York and California.  The statutory federal rates vary from 34% in
the United States to 35% in Europe. The effective rate is impacted by the income
or loss of certain of the Company's  European and Asian  subsidiaries  which are
currently  not taxed.  In addition,  the Company  utilizes the  availability  of
research and development tax credits in the United States to lower its tax rate.
The  Company's   European   subsidiaries   have  available  net  operating  loss
carryforwards of approximately $2.4 million to offset future taxable income.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The Company's  balance sheet  continues to reflect a strong working capital
position of $61 million at July 31, 2006, which is comparable to working capital
at April 30, 2006. Included in working capital at July 31, 2006 is $24.4 million
of cash, cash equivalents and marketable securities. The Company's current ratio
at July 31, 2006 is 8.1 to 1.

     For the three months ended July 31, 2006,  the Company used $1.0 million in
cash from  operating  activities  compared to $4.7 million used by operations in
the comparable fiscal year 2006 period.  The most significant use of cash in the
fiscal year 2007 period was for the acquisition of additional parts inventory to
support large programs currently in process.  In addition,  accounts  receivable
increased but partially offset by an increase in accounts payable.  In the three
month period ended July 31, 2005,  the  significant  decrease in operating  cash
flow was due primarily to the payment of income taxes related to the  investment
gains realized in the previous  fiscal year as well as increases in the value of
the Company's accounts receivable and inventory.  For the full fiscal year 2007,
the Company  expects to generate  positive cash flow from operating  activities,
particularly  as  billing  milestones  are  achieved  on  certain  of its  large
production contracts.

     Net cash provided by investing  activities  for the three months ended July
31,  2006,  was $3.5  million  compared  to $2.9  million for the same period of
fiscal year 2006.  The  principal  source of cash in the fiscal year 2007 period
was the sale or redemption of certain  marketable  securities  aggregating  $3.9
million.  In the  same  period  of the  prior  year,  net  sales  of  marketable
securities  were $3.4 million.  During the three months ended July 31, 2006, the
Company also acquired capital equipment for  approximately  $374,000 compared to
$520,000  during the same period of the prior year.  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.  Capital
equipment  purchases  for all of  fiscal  year  2007 is  expected  to  aggregate
approximately  $2.0 million.  Internally  generated  cash is adequate to acquire
this level of capital equipment.

     Net cash provided by financing  activities  for the three months ended July
31, 2006,  was $885,000  compared to cash used in  financing  activities  in the
amount of $852,000  during the comparable  fiscal year 2006 period.  Included in
both  fiscal  periods is payment of the  Company's  semiannual  dividend  in the
amount of $857,000  and  $852,000,  respectively.  During the three months ended
July 31, 2006,  the Company  borrowed  $1.6 million  under its line of credit to
fund  current   operations   rather  than  liquidating   additional   marketable
securities.  Such  borrowings  were repaid early in the second quarter of fiscal
year 2007.

     The Company has been  authorized by its Board of Directors to repurchase up
to $5  million  worth of  shares  of its  common  stock  for  treasury  whenever
appropriate  opportunities arise but it has neither a formal repurchase plan nor
commitments  to purchase  additional  shares in the  future.  During the quarter
ended July 31,  2006,  the Company did not acquire any shares of its stock under
this authorization.

     The  Company  will  continue  to expend  resources  to develop  and improve
products  for  wireless  and wireline  communication  systems  which  management
believes will result in future growth and continued profitability. During fiscal
year 2007, the Company has made and intends to make a substantial  investment of
capital and technical resources to develop new products to meet the needs of the
U.S. Government, commercial space and commercial communications marketplaces and
to invest in more efficient product designs and manufacturing procedures.  Where
possible,  the Company will secure partial customer funding for such development
efforts but is targeting to spend its own funds at a rate of  approximately  10%
of revenues to achieve its development goals.  Internally generated cash will be
adequate to fund these development efforts

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     At July 31, 2006,  the  Company's  backlog  amounted to  approximately  $37
million   compared  to  $36  million  at  April  30,  2006.   Of  this  backlog,
approximately 80% is realizable in the next twelve months.

      Off-Balance Sheet Arrangements
      ------------------------------

     The Company does not have any off-balance  sheet  arrangements that have or
are  reasonably  likely to have a  current  or  future  effect on the  Company's
financial  condition,  changes in  financial  condition,  revenues or  expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.

      Contractual obligations
      -----------------------
     As of July 31, 2006
<TABLE>
<CAPTION>
                                     Total      Less than                               More than
       Contractual Obligations  (in thousands)   1 Year    1 to 3 Years  3 to 5 Years    5 Years
       -----------------------  --------------   ------    ------------  ------------    -------
  <S>                                <C>          <C>        <C>             <C>         <C>
  Operating Lease Obligations        $1,452       $ 666      $  672          $ 72        $   42
  Deferred Compensation               8,250*        325         342           205         7,378
                                     ------       -----      ------          ----        ------
  Total                              $9,702       $ 991      $1,014          $277        $7,420
                                     ======       =====      ======          ====        ======
</TABLE>

     *Deferred  Compensation liability reflects payments due to current retirees
receiving  benefits.  The  amount  of  $7,378  in the more  than 5 years  column
includes  benefits  due to  participants  in the plan who are not yet  receiving
benefits  although  some  participants  may opt to retire  and  begin  receiving
benefits within the next 5 years.

                        --------------------------------
                                     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.  The Company's  investments in fixed income and
equity securities were approximately $18.1 million and $49,000, respectively, at
July 31,  2006.  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
July 31, 2006, 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.

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 July 31,  2006,  the amount
related to foreign currency exchange rates is a $3,554,000 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 of operations measured in local currencies can vary
significantly  upon  translation  into US dollars if  exchange  rates  fluctuate
significantly from one period to the next.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

                                     Item 4.
Controls and Procedures
-----------------------
     Disclosure Controls and Procedures.

     The Company's  management,  with the  participation  of the Company's chief
executive officer and chief financial  officer,  has evaluated the effectiveness
of the Company's  disclosure controls and procedures (as such term is defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"))  as of the end of the  period  covered  by this
report.  Based on such  evaluation,  the Company's chief  executive  officer and
chief financial  officer have concluded that, as of the end of such period,  the
Company's  disclosure  controls and  procedures are effective (i) to ensure that
information required to be disclosed by the Company in the reports that it files
or  submits  under the  Exchange  Act is  recorded,  processed,  summarized  and
reported,  within the time  periods  specified  in the SEC's rules and forms and
(ii) to ensure that  information  required to be disclosed by the Company in the
reports that it submits under the Exchange Act is accumulated  and  communicated
to its  management,  including the Company's  principal  executive and principal
financial officers, or persons performing similar functions, as appropriate,  to
allow timely decisions regarding required disclosure.

     Internal Control Over Financial Reporting.

     There have not been any  changes in the  Company's  internal  control  over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the Exchange Act) during the period to which this report relates that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.



                                     PART II

ITEMS 1, 1A, 2, 3, 4 and 5 are omitted because they are not applicable.

ITEM 6 - Exhibits

  31.1 - Certification by the Chief Executive Officer Pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002.
  31.2 - Certification by the Chief Financial Officer Pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002
  32.1 - Certification by the Chief Executive Officer Pursuant to 18 U.S.C.
         Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
         of 2002.
  32.2 - Certification by the Chief Financial Officer Pursuant to 18 U.S.C.
         Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
         of 2002.

<PAGE>

                                   SIGNATURES


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


                                             FREQUENCY ELECTRONICS, INC.
                                                     (Registrant)


Date: September 14, 2006                     BY   /s/ Alan Miller
                                                  ------------------------
                                                   Alan Miller
                                                   Chief Financial Officer
                                                   and Controller

<PAGE>

                                                                    Exhibit 31.1

                            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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 report;

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

          (a) Designed such disclosure  controls and procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

          (b)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation;

          (c) Disclosed in this report any change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

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

          (a) All significant deficiencies and material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.


  /s/ Martin Bloch                                 September 14, 2006
  --------------------
     Martin B. Bloch
     Chief Executive Officer


<PAGE>

                                                                    Exhibit 31.2

                            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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 report;

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

          (a) Designed such disclosure  controls and procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

          (b)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation;

          (c) Disclosed in this report any change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

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

          (a) All significant deficiencies and material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.

  /s/ Alan Miller                                      September 14, 2006
  ------------------------
     Alan L. Miller
     Chief Financial Officer


<PAGE>

                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED 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  July 31,  2006 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 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that to my knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 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 Bloch                                  September 14, 2006
  -------------------------
     Martin B. Bloch
     Chief Executive Officer



          A signed original of this written  statement  required by Section 906,
          or other document authenticating, acknowledging, or otherwise adopting
          the signature that appears in typed form within the electronic version
          of this written  statement  required by Section 906, has been provided
          to the Company and will be  retained by the Company and  furnished  to
          the Securities and Exchange Commission or its staff upon request.

          This  certification  accompanies  this Report on Form 10-Q pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
          the extent  required by such Act,  be deemed  filed by the Company for
          purposes  of Section 18 of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act"). Such certification will not be deemed to
          be  incorporated by reference into any filing under the Securities Act
          of 1933, as amended,  or the Exchange  Act,  except to the extent that
          the Company specifically incorporates it by reference.


<PAGE>

                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Certification of CFO

In connection  with the  Quarterly  Report of Frequency  Electronics,  Inc. (the
"Company")  on Form 10-Q for the period  ended  July 31,  2006 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 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that to my knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 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 Miller                                       September 14, 2006
  ----------------------
     Alan L. Miller
     Chief Financial Officer


          A signed original of this written  statement  required by Section 906,
          or other document authenticating, acknowledging, or otherwise adopting
          the signature that appears in typed form within the electronic version
          of this written  statement  required by Section 906, has been provided
          to the Company and will be  retained by the Company and  furnished  to
          the Securities and Exchange Commission or its staff upon request.

          This  certification  accompanies  this Report on Form 10-Q pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
          the extent  required by such Act,  be deemed  filed by the Company for
          purposes  of Section 18 of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act"). Such certification will not be deemed to
          be  incorporated by reference into any filing under the Securities Act
          of 1933, as amended,  or the Exchange  Act,  except to the extent that
          the Company specifically incorporates it by reference.