SECURITIES & 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	January 31, 1996    
	OR   
		   
	[   ]   
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 
15(d)   
	 
	OF THE SECURITIES EXCHANGE ACT OF 1934   
   
For the transition from                    to   
   
Commission File Number	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   
 	  incorporation or organization)          
		    
	 Identification No.)   
   
	55 Charles Lindbergh Blvd., Mitchel Field, New York  11553	    
	(Address of principle executive offices, Zip Code)   
   
	 (516) 794-4500	    
	 (Registrant's telephone number including area code)   
      
	(Former name, former address and former fiscal year,   
	if changed since last report)    
   
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 ISSUERS INVOLVED IN BANKRUPTCY   
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:   
   
Indicate by check mark whether the registrant has filed all documents 
and reports required to be filed by Section 12, 13 or 15(d) of the 
Securities and Exchange Act of 1934 subsequent to the distribution of 
securities under a plan confirmed by court.   
Yes      	No ___   
   
APPLICABLE ONLY TO CORPORATE ISSUERS:   
   
The number of shares outstanding of Registrant's Common Stock, par  
value $1.00 as of March 12, 1996 - 4,846,395   
1 of 13   
   
   
   
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
   
INDEX   
   
   
Part I.  Financial Information:					
	  
	Page No.   
   
           Item 1 - Financial Statements:   
   
             Consolidated Condensed Balance Sheets -    
	  January 31, 1996 and April 30, 1995			 
	  
	   3-4   
   
             Consolidated Condensed Statements of Operations   
	  Nine Months Ended   
	  January 31, 1996 and 1995				
	  
	   5   
   
             Consolidated Condensed Statements of Operations   
	  Three Months Ended   
	  January 31, 1996 and 1995				
	  
	   6   
   
             Consolidated Condensed Statements of Cash Flows   
	  Nine Months Ended   
	  January 31, 1996 and 1995				
	  
	   7   
   
   
           Notes to Consolidated Condensed Financial Statements	
	  
		   8   
   
           Item 2 - Management's Discussion and Analysis   
	of Financial Condition and Results of Operations		
	  
	 9-11   
   
   
Part II.  Other Information:   
   
           Item 1 - Legal Proceedings					
	   
12   
   
           Item 6 - Exhibits and Reports on Form 8-K   			
	  
	  12   
   
           Signatures						
	  
	  13   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
2 of 13   
   
   
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
   
Consolidated Condensed Balance Sheets   
   
   
   
	January 31,	April 30,   
	    1996	1995    
	(UNAUDITED)           (NOTE A)   
	 (In thousands)   
   
ASSETS:   
   
Current assets:   
   
	Cash and cash equivalents	$ 13,294	 $ 4,291   
   
	Short-term investments	    5,737	11,387   
   
	Accounts receivable, net (NOTE B)	  13,082	  13,894   
   
	Inventories (NOTE C)	  11,225	  11,168   
   
	Prepaid and other	    1,163	   1,257   
   
	Refundable income taxes         	       325	       318   
   
	          Total current assets	  44,826	 42,315   
   
	Property, plant and equipment, net	    8,860	   9,192   
   
	Investment in direct finance lease	    9,569	   9,452   
   
	Other assets	    3,509	   1,777   
   
	Assets held for sale	             -	    2,296   
   
	      Total assets	$ 66,764	$65,032   
   
   
   
   
   
   
   
   
   
   
   
   
See accompanying notes to consolidated condensed financial statements.   
   
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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
   
Consolidated Condensed Balance Sheets (Continued)   
   
   
   
   
	January 31,	April 30,   
	    1996	1995    
	(UNAUDITED)           (NOTE A)   
	 (In thousands)   
   
LIABILITIES AND STOCKHOLDERS' EQUITY:   
   
Current liabilities:   
	Current maturities of long-term debt	$  750	 $750   
	Accounts payable - trade	        671	         727   
	Accrued liabilities	     1,770	      1,782   
	          Total current liabilities	     3,191	      3,259   
   
Long term debt:   
	net of current maturities	  11,625	   12,187   
Other		    3,236	     2,772   
	Total liabilities	  18,052	   18,218   
   
Stockholders' equity:   
	Preferred stock  - $1.00 par value	      0	       0   
	Common stock  -  $1.00 par value	     6,006	     6,006   
	Additional paid - in capital	   35,029	   35,131   
	Retained earnings	   15,583	   13,443   
		   56,618	   54,580   
   
Common stock reacquired and held   
	in treasury  -  at cost,  1,159,905   
	shares at January 31 and 964,305   
	shares at April 30	  (5,075)	   (4,387)   
Unamortized ESOP debt	  (2,125)	   (2,500)   
Notes receivable  - common stock	     (740)	      (822)   
Unrealized holding gain (loss)	      162	        (39)   
Unearned compensation	     (128)	        (18)   
	Total stockholders' equity	  48,712	  46,814     
   
    Total liabilities and stockholders'    
	equity 	$66,764	$65,032   
   
   
   
   
   
   
   
See accompanying notes to consolidated condensed financial statements.   
   
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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
   
Consolidated Condensed Statements of Operations   
   
Nine Months Ended January 31,   
(Unaudited)   
   
   
	1996	1995    
	(In thousands except per share data)   
   
   
Net Sales	$   17,427	$     18,053   
   
Cost of sales	    11,887	       15,367   
Selling and adminstrative expenses	      4,449	         6,329   
Research and development expense	         610	         1,096   
   
	Total operating expenses	    16,946	       22,792   
   
	Operating profit (loss)	         481	       (4,739)   
   
Investment income	         985	           461   
Interest expense	        (749)	          (725)   
Other income, net	      1,486	        2,289   
   
	Earnings (loss) before provision for   
	income taxes	      2,203	      (2,714)   
   
Income tax provision	           63	            82   
   
	Earnings (loss) before cumulative effect	   
	of change in accounting principle	2,140	      (2,796)   
   
Cumulative effect of change   
   in accounting principle	              0	          215   
   
Net earnings (loss)	$     2,140	$    (2,581)   
   
Earnings (loss) per common share before   
   cumulative effect of change in   
   accounting principle	$         .43	$       (.52)   
   
Cumulative effect of change in		   
   accounting principle   	           -   	          .04   
   
   
Net earnings (loss) per common share	$         .43	$       (.48)   
   
Average common shares outstanding	5,003,256	5,331,440   
   
See accompanying notes to consolidated condensed financial statements.   
   
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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
   
Consolidated Condensed Statements of Operations   
   
Three Months Ended January 31,   
(Unaudited)   
   
   
	1996	1995    
	 (In thousands except per share data)   
   
   
Net Sales	$     6,513	$     5,479   
   
Cost of sales	       4,289	       4,866   
Selling and adminstrative expenses	       1,545	       1,683   
Research and development expense	          309	          633   
   
	Total operating expenses	       6,143	       7,182   
   
	Operating profit (loss)	          370	      (1,703)   
   
Investment income	          332	          186   
Interest expense	        (260)	         (281)   
Other income, net	         492	       1,353   
   
	Earning (loss) before provision for   
		income taxes	         934	        (445)   
   
Income tax provision	           21	           25   
   
Net earnings (loss)	$       913 	$      (470)   
   
Net earnings (loss) per common share	$        .19	$       (.09)   
   
Average common shares outstanding	4,928,711	5,266,995   
   
   
   
   
   
   
   
   
   
   
   
   
   
See accompanying notes to consolidated condensed financial statements.   
   
6 of 13   
   
   
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
   
Consolidated Condensed Statements of Cash Flows   
   
Nine Months Ended January 31,   
(Unaudited)   
   
   
	1996	1995    
	 (In thousands)   
   
   
Net cash provided by   
     operating activities	$     3,923	$       982   
   
Net cash provided by (used in)   
       investing activities	       6,315	     (8,037)   
   
Net cash used in financing activities	     (1,235)	     (3,043)   
   
Net increase (decrease) in cash	      9,003	   (10,098)   
   
Cash and cash equivalents at beginning of period	   4,291	11,171 
   
Cash and cash equivalents at end of period	$  13,294	$     1,073   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
See accompanying notes to consolidated condensed financial statements.   
   
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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
   
Notes to Consolidated Condensed Financial Statements   
(Unaudited)   
   
   
NOTE A - CONSOLIDATED FINANCIAL STATEMENTS   
   
In the opinion of management of the Company, the accompanying 
unaudited consolidated condensed interim financial statements reflect all 
adjustments (which include only normal recurring adjustments) 
necessary to present fairly, in all material respects, the consolidated   
financial position of the Company as of January 31, 1996 and the results 
of its operations for the three and  nine months ended January 31, 1996 
and 1995 and its cash flows for the nine months ended January 31, 1996 
and 1995.  The April 30, 1995 consolidated condensed balance sheet was 
derived from audited financial statements.  Certain information and 
footnote disclosures normally included in financial statements prepared 
in accordance with generally accepted accounting principles have been   
condensed or omitted.  It is suggested that these consolidated condensed 
financial statements be read in conjunction with the financial statements 
and notes thereto included in the Company's April 30, 1995 Annual    
Report to Stockholders.  The results of operations for such interim 
periods are not necessarily indicative of the operating results for the full 
year.   
   
NOTE B - ACCOUNTS RECEIVABLE   
   
Accounts receivable at January 31, 1996 and April 30, 1995 include 
costs and estimated earnings in excess of billings on uncompleted 
contracts accounted for on the percentage of completion basis of    
approximately $4,806,000 and $5,456,000, respectively.  Such amounts  
represent revenue recognized on long-term contracts that had not been 
billed at the balance sheet dates.  Such amounts are billed pursuant to 
contract terms.   
   
NOTE C - INVENTORIES   
   
   
   Inventories consist of the following:   
   
   
                                      	   January 31, 1996	April 30,1995   
	(In thousands)   
   
Raw materials        	$  1,494 	$ 1,569   
   
Work in progress	     9,731	    9,599   
   
                       	$ 11,225		$11,168   
   
Title to all inventories related to United States Government contracts 
that provide for progress payments vests in the U.S. Government.   
   
   
   
   
   
   
   
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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
   
   
Item 2   
   
Management's Discussion and Analysis of Financial Condition and 
Results of Operations   
   
RESULTS OF OPERATIONS   
   
Comparative details of results of operations for the three and nine 
months ended January 31:   
   
	(Dollar amounts in thousands)   
	NM = Not meaningful   
   
	Three months ended	Nine months ended   
	January 31,	%	January 31,	%   
	1996	1995	change	1996	1995	change   
Net Sales   
US Government	$3,439	$3,754	(8%)	$10,465	$12,941	(19%)   
Commercial	  3,074	  1,725	78%	   6,962	   5,112	36%   
	6,513	5,479	19%	17,427	18,053	(3%)   
Cost of Sales	4,289	4,866	(12%)	11,887	15,367	(23%)   
Selling and administrative    
expense	1,545	1,683	(8%)	4,449	6,329	(30%)   
Research and development   
expense	   309	   633	(51%)	   610	1,096	(44%)   
   
Operating income (loss)	370	(1,703)	NM	481	(4,739)
	NM   
   
Non-operating income- net	564	1,258	(55%)	1,722
	2,025 
	(15%)   
   
Net earnings (loss)	$ 913	($ 470)	NM	$2,140	($2,581)
	NM   
	   
Operating income for the fiscal quarter ended January 31, 1996 
improved by $2,073 over the comparable period of fiscal 1995; net 
earnings increased by $1,383.  This result was achieved through a 19% 
increase in sales over the quarter ended January 31, 1995, coupled with 
reduced costs in all operating categories except for legal costs related to 
the Company's legal proceedings.  For the nine months ended January 
31, 1996, operating income improved by $5,220 over the comparable 
period of fiscal 1995 and net earnings increased by $4,721.  This result 
was achieved despite a small 3% decline in total sales which were offset    
by significant decreases in operating costs.   
   
As a percentage of total sales, commercial sales have increased to 47% 
in the three months ended January 31, 1996 from 31% in the comparable 
1995 quarter; and to 40% for the nine months ended January 31, 1996 
from 28% for the comparable 1995 period.  The Company expects that  
revenues from commercial projects will continue to grow and that 
commercial sales will comprise a greater portion of the Company's    
total revenues in the future.   
   
Gross margins for the three and nine months ended January 31, 1996 
have increased to 34% and 32%, respectively, as compared to 11% and 
15% for the respective 1995 periods.  These results have been obtained 
through cost reductions primarily in the areas of personnel and 
compensation coupled with   
   
9 of 13   
   
   
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
(Continued)   
   
   
   
operational efficiencies and product mix (commercial versus government  
contracts).  In addition, the fiscal 1995 periods included costs associated 
with the restructuring and consolidation of the Company's former west 
coast facility.  The assets and activities of that entity were relocated to 
the Company's headquarters location during fiscal 1995.  Accordingly, 
similar costs during the 1996 periods were minimal.  With the current 
mix of projects and the new contract bookings, the Company expects 
margins to remain at the 1996 levels for the balance of the fiscal year.   
   
Selling and administrative costs declined by 8% for the quarter ended 
January 31, 1996, over the comparable 1995 period.  This was achieved 
through a reduction in personnel, reduced insurance costs and improved 
operating efficiencies which were partially offset by an increase in legal   
fees related to the Company's ongoing litigation with the government 
and related actions.  For the nine month period ended January 31, 1996, 
selling and administrative expenses decreased by 30% over the 
comparable 1995 period.  This was attained by the same personnel and 
other cost reductions cited above coupled with a reduction in legal costs, 
reflecting an overall reduced level of activity in 1996 versus especially 
the first half of fiscal 1995.  The Company is unable to predict the future 
level of legal costs for any specific period as this is dependent on factors 
beyond its control.  Excluding legal costs, the ratio of selling and 
administrative expenses to net sales is expected to decrease as sales 
increase.   
   
Research and development costs in the fiscal 1996 periods decreased by 
$324 and $486, respectively over the comparable three month and nine 
month periods ended January 31, 1995.  These decreases are the result of 
an effort to focus research and development activities on a narrower band 
of projects which will provide the best return on investment.  The 
Company expects to continue to invest in research and development at 
the same rate for the balance of 1996 and for the foreseeable future.   
   
Net non-operating income and expense decreased by $694 and $303,  
respectively, in the three months and nine months ended January 31, 
1996 from the comparable 1995 fiscal periods.  The principal reason for  
the decreases was the approximately $1,200 gain realized on the sale of 
certain marketable securities during the 1995 quarter.  Excluding that 
one-time gain, 1996 net non-operating income and expense were    
significantly improved over the 1995 results.  In particular, investment 
income increased by $146 in the 1996 quarter over the comparable 1995 
quarter and by $524 for the 1996 nine month period over the comparable 
1995 period.  This is the result of both higher interest rates as well as a   
better than 40% increase in interest-earning assets in the 1996 three-
month and nine-month periods over the comparable 1995 periods.  In 
addition, interest expense decreased by $21 in the fiscal 1996 quarter 
compared to the 1995 quarter but increased by $24 for the nine months 
ended January 31, 1996 compared to the comparable 1995 period.  This 
also was the result of increased interest rates during 1996 but was offset 
by declining long-term debt balances as the Company made scheduled 
principal payments.  Although the Company is unable to predict the 
future levels of interest rates, at current rates the Company anticipates 
that investment income will continue to increase and interest expense 
will continue to decrease when compared to earlier fiscal periods.  Other 
income, which consists principally of rental income under a long-term 
lease, should continue at present levels for the balance of 1996 and into 
the next fiscal year.    
   
   
   
   
   
   
   
   
	10 of 13   
   
   
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
(Continued)   
   
   
LIQUIDITY AND CAPITAL RESOURCES   
   
The Company's balance sheet continues to reflect a highly liquid position 
with a current ratio of 14 to 1 at January 31, 1996 compared to a 13 to 1 
ratio at April 30, 1995.  Working capital on those dates was $41.6 
million and $39.1 million, respectively.  Included in working capital at 
January 31, 1996 is $19 million of cash, cash equivalents and short-term 
investments which are readily convertible to cash should the need arise.   
   
Net cash provided by operating activities for the nine months ended 
January 31, 1996, was $3,923 compared to $982 for the comparable 
1995 period.  This significant cash inflow is the result of the return to 
profitability in 1996 with net income of $2,140 plus certain noncash 
charges of $1,247 plus the net change in working capital components of 
$536.   
   
During the nine months ended January 31, 1996, accounts receivable 
balances decreased a net amount of $812.  The principal cause of the 
decrease is a reduction in costs and estimated earnings in excess of    
billings on uncompleted contracts by $650.  Additional reductions were  
achieved through improved collection efforts.  These amounts were offset 
by increased billings for delivery of parts under a $15 million parts 
procurement program on behalf of one of the Company's major 
customers.   
   
Net cash provided by investing activities for the nine months ended 
January 31, 1996, was $6,315.  Of this amount, $5.8 million was 
provided by the conversion of certain U.S. government and agency 
securities to short-term money market investments.  The Company may 
continue to convert short-term investments to cash equivalents or vice 
versa as dictated by its investment strategies.  An additional $500 was 
received upon the sale of the building owned by the Company's former 
west coast operation.  In addition to cash, the Company received a 
promissory note in the amount of $1.8 million for the balance of the sale 
price.  The promissory note for the building sale will be repaid in 
monthly installments over a period of 5 years with a balloon payment at 
the end.  The Company has no material commitments for capital 
expenditures.   
   
Net cash used in financing activities for the nine months ended January 
31, 1996, was $1,235 compared to $3,043 for the comparable 1995 
period.  Of this amount, $562 was used to make regularly scheduled 
long-term debt payments and $698 was used to acquire 195,600 shares of 
common stock to be held in treasury.  The Company may continue to 
purchase shares for its treasury whenever appropriate opportunities arise 
but it has neither a formal repurchase plan nor commitments to purchase 
additional shares in the future.   
   
The Company will continue to expend its resources and efforts to 
develop hardware for commercial satellite programs and commercial 
ground communication, including VSATs, and navigation systems 
which management believes will result in future growth and continued 
profitability.  Internally generated cash will be adequate to fund 
development efforts in these markets.   
   
At January 31, 1996, the Company's backlog amounted to approximately 
$17 million of which approximately $14 million is funded.  This is 
compared to the approximately $15 million backlog at April 30, 1995.  
Backlog of commercial and foreign customers approximates $7.7  
million at January 31, 1996.   
   
   
   
   
   
   
   
11 of 13   
   
   
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES   
(Continued)   
   
PART II   
   
   
ITEM 1 - Legal Proceedings   
   
On November 17, 1993, the Company was indicted on criminal charges  
alleging conspiracy and fraud in connection with six contracts for which 
the Company was a subcontractor.  In addition, two derivative actions 
have been filed against the Board of Directors essentially seeking 
recovery on behalf of the Company for any losses it incurs as a result of 
the indictment.   
   
On December 14, 1993, the Company was notified by the U.S. 
Department of the Air Force that it had been suspended from contracting 
with any agency of the government.  Certain exceptions will apply if a 
compelling reason exists.  The suspension is temporary subject to the 
outcome of the legal proceedings in connection with the indictment.     
   
In March 1994, a qui tam action was filed against the Company and its 
former chief executive officer.   
   
The Company and the individual defendants have pleaded not guilty to 
all actions and will vigorously contest all charges.   
   
For all items noted above, reference is made to Item 3 - Legal 
Proceedings of the Company's Annual Report on Form 10K for the year 
ended April 30, 1995 on file with the Securities and Exchange 
Commission.   
   
On July 27,1995, the Company was served with a summons and 
complaint by way of a qui tam action instituted by a former employee of 
the Company.  The Company denies the truth, accuracy and bonafides of 
plaintiff's allegations and has determined vigorously to defend the action.    
Reference is made to the Company's report on form 8-K dated July 27, 
1995.   
   
   
ITEM 6 - Exhibits and Reports on Form 8-K   
   
	(a)  Exhibits - None   
   
	(b)  Reports on Form 8-K - One report on Form 8-K was filed 
during   
		the quarter ended January 31, 1996 as follows:   
   
	Date of Report       	Item   
	December 14, 1995	5   
   
   
   
   
   
   
   
   
   
   
   
12 of 13   
   
   
SIGNATURES   
   
   
   
Pursuant to the requirements of the Securities Exchange Act of 1934 the  
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.   
   
	FREQUENCY ELECTRONICS, INC.   
                               	 (Registrant)   
   
Date:  March 15, 1996        		BY   /s/  Joseph P. Franklin   
					Joseph P. Franklin   
					Chief Executive Officer   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
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