SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

(Mark one)

   [X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 or 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
                  For the Quarterly Period ended October 31, 2000

                                       OR

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of December 11, 2000 - 8,283,200

                                  Page 1 of 15




<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX

Part I.  Financial Information:                                    Page No.

   Item 1 - Financial Statements:

      Consolidated Condensed Balance Sheets -
          October 31, 2000 and April 30, 2000                        3-4

      Consolidated Condensed Statements of Operations

          Six Months Ended October 31, 2000 and 1999                  5

      Consolidated Condensed Statements of Operations

          Three Months Ended October 31, 2000 and 1999                6

      Consolidated Condensed Statements of Cash Flows

          Six Months Ended October 31, 2000 and 1999                  7

      Notes to Consolidated Condensed Financial Statements           8-10

   Item 2 - Management's Discussion and Analysis of
               Financial Condition and Results of Operations        11-13


Part II.  Other Information:

       Item 1 - Legal Proceedings                                    14

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

       Signatures                                                    15





















                                     2 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                      Consolidated Condensed Balance Sheets

                                          October 31,           April 30,
                                             2000                 2000
                                          (UNAUDITED)           (NOTE A)
                                                  (In thousands)

ASSETS:

Current assets:
        Cash and cash equivalents          $ 3,701             $ 4,994

        Marketable securities               31,981              36,013

        Accounts receivable, net            14,386               9,590

        Inventories                         21,823              13,307

        Deferred income taxes                1,340               1,940

        Prepaid and other                    1,044               1,329
                                           -------             -------
                  Total current assets      74,275              67,173

Property, plant and equipment, net          11,869               9,040

Deferred income taxes                        1,552                 600

Intangible assets                            3,890                   -

Other assets                                 4,432               4,034
                                           -------             -------

              Total assets                 $96,018             $80,847
                                           =======             =======

















                See accompanying notes to consolidated condensed
                             financial statements.

                                     3 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                Consolidated Condensed Balance Sheets (Continued)

                                                   October 31,         April 30,
                                                      2000               2000
                                                      ----               ----
                                                   (UNAUDITED)         (NOTE A)
                                                           (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Current maturities of long-term debt               $   721            $     -
  Accounts payable - trade                             3,415              1,019
  Accrued liabilities and other                        7,106              3,989
                                                     -------            -------
            Total current liabilities                 11,242              5,008

Deferred compensation                                  5,606              5,276
Deposit liability and other                           12,608             11,573
                                                     -------            -------
            Total liabilities                         29,456             21,857
                                                     -------            -------

Minority interest in subsidiary                          198                  -

Stockholders' equity:
  Preferred stock  - $1.00 par value                     -0-                -0-
  Common stock  -  $1.00 par value                     9,164              9,009
  Additional paid - in capital                        42,067             37,929
  Retained earnings                                   18,689             17,239
                                                     -------            -------
                                                      69,920             64,177
  Common stock reacquired and held
        in treasury- at cost,
        880,740 shares at October 31,
        2000 and 1,016,552 shares at
        April 30, 2000                                (3,356)            (3,644)
  Other stockholders' equity                            (129)              (135)
  Accumulated other comprehensive loss                   (71)            (1,408)
                                                     -------            -------
            Total stockholders' equity                66,364             58,990
                                                     -------            -------
   Total liabilities and stockholders' equity        $96,018            $80,847
                                                     =======            =======













                See accompanying notes to consolidated condensed
                             financial statements.

                                     4 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Consolidated Condensed Statements of Operations

                          Six Months Ended October 31,
                                   (Unaudited)

                                                   2000              1999
                                                   ----              ----
                                            (In thousands except per share data)


Net Sales                                         $19,712           $11,500
Cost of sales                                      11,109             6,427
                                                  -------           -------
          Gross margin                              8,603             5,073

Selling and administrative expenses                 4,178             2,324
Research and development expenses                   2,366             2,490
                                                  -------           -------
          Operating profit                          2,059               259

Other income (expense):
     Investment income                              1,494             1,310
     Interest expense                                (150)             (161)
     Other income (expense), net                      (30)               24
                                                  -------           -------
Earnings before provision for income taxes          3,373             1,432

Income tax provision                                1,095               510
                                                  -------           -------
Net earnings                                      $ 2,278           $   922
                                                  =======           =======


Net earnings per common share
        Basic                                      $ 0.28            $ 0.12
                                                   ======            ======
        Diluted                                    $ 0.27            $ 0.12
                                                   ======            ======
Average shares outstanding
        Basic                                    8,109,624         7,566,569
                                                 =========         =========
        Diluted                                  8,567,859         7,933,654
                                                 =========         =========















                See accompanying notes to consolidated condensed
                             financial statements.

                                     5 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Consolidated Condensed Statements of Operations

                         Three Months Ended October 31,
                                   (Unaudited)

                                                   2000              1999
                                                   ----              ----
                                            (In thousands except per share data)


Net Sales                                         $10,819           $ 6,036
Cost of sales                                       6,128             3,355
                                                  -------           -------
          Gross Margin                              4,691             2,681

Selling and administrative expenses                 2,049             1,112
Research and development expenses                   1,162             1,240
                                                  -------           -------
          Operating profit                          1,480               329

Other income (expense)
     Investment income                                751               570
     Interest expense                                 (81)              (78)
     Other income (expense), net                       26               (63)
                                                  -------           -------
Earnings before provision for income taxes          2,176               758

Income tax provision                                  705               280
                                                  -------           -------
Net earnings                                      $ 1,471           $   478
                                                  =======           =======


Net earnings per common share
        Basic                                      $ 0.18            $ 0.06
                                                   ======            ======
        Diluted                                    $ 0.17            $ 0.06
                                                   ======            ======
Average shares outstanding
        Basic                                    8,187,718         7,577,010
                                                 =========         =========
        Diluted                                  8,646,789         7,979,270
                                                 =========         =========














                See accompanying notes to consolidated condensed
                             financial statements.

                                     6 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Consolidated Condensed Statements of Cash Flows

                          Six Months Ended October 31,
                                   (Unaudited)

                                                      2000              1999
                                                      ----              ----
                                                          (In thousands)

Cash flows from operating activities:
  Net earnings                                     $ 2,278           $   922
  Non-cash charges to earnings                       1,392             1,496
  Net changes in other assets and liabilities       (1,381)              987
                                                   -------           -------
Net cash provided by operating activities            2,289             3,405

Cash flows from investing activities:
  Payment for acquisition, net of cash acquired     (8,054)                -
  Sale (purchase) of marketable securities           5,991              (978)
  Other - net                                         (812)             (438)
                                                   -------           -------
Net cash used in investing activities               (2,875)           (1,416)

Cash flows from financing activities:
  Payment of cash dividend                            (799)             (766)
  Payment of debt                                     (517)             (240)
  Proceeds from stock option exercises                 716                92
  Other - net                                         (115)             (102)
                                                   -------           -------
Net cash used in financing activities                 (715)           (1,016)

Effect of exchange rate changes
on cash and cash equivalents                             8                 -
                                                   -------           -------
     Net (decrease) increase in cash                (1,293)              973

     Cash at beginning of period                     4,994               567
                                                   -------           -------
     Cash at end of period                         $ 3,701           $ 1,540
                                                   =======           =======
















                See accompanying notes to consolidated condensed
                             financial statements.

                                     7 of 15


<PAGE>


                  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 October 31,  2000 and the results of its  operations  and
     cash flows for the six and three  months  ended  October 31, 2000 and 1999.
     The April 30, 2000  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, 2000 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:
<TABLE>
<CAPTION>
                                                           Periods ended October 31,
                                                Six months              Three months
                                                ----------              ------------
                                            2000         1999         2000         1999
                                            ----         ----         ----         ----
<S>                                      <C>          <C>           <C>          <C>
     Basic EPS Shares outstanding
       (weighted average)                8,109,624    7,566,569     8,187,718    7,577,010
     Effect of Dilutive Securities         458,235      367,085       459,071      402,260
                                         ---------    ---------     ---------    ---------
     Diluted EPS Shares outstanding      8,567,859    7,933,654     8,646,789    7,979,270
                                         =========    =========     =========    =========
</TABLE>

     For  the  six-  and  three-month   periods  ended  October  31,  2000,  all
     exercisable  options were included in the  computation of diluted  earnings
     per  share.  Options  to  purchase  258,375  shares  of common  stock  were
     outstanding during the six and three months ended October 31, 1999 but were
     not included in the  computation of diluted  earnings per share because the
     exercise  price of the options was greater than the average market price of
     the  Company's  common  shares  during the  respective  periods.  Since the
     inclusion of such options  would have been  antidilutive  they are excluded
     from the computation.

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at October 31, 2000 and April 30, 2000 include  costs
     and  estimated  earnings  in excess of billings  on  uncompleted  contracts
     accounted  for on the  percentage  of  completion  basis  of  approximately
     $2,915,000 and $2,584,000,  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  $1,098,000  and
     $1,188,000  at October 31, 2000 and  April 30, 2000, respectively,  consist
     of the following:

                                            October 31, 2000     April 30, 2000
                                            ----------------     --------------
                                                       (In thousands)

       Raw materials and Component parts         $ 9,061             $ 6,188
       Work in progress                           12,762               7,119
                                                 -------             -------
                                                 $21,823             $13,307
                                                 =======             =======



                                   8 of 15
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Consolidated Condensed Financial Statements

                                   (Unaudited)

NOTE E -COMPREHENSIVE INCOME

     For the six months  ended  October 31, 2000 and 1999,  total  comprehensive
     income (loss) was $3,615,000 and ($586,000),  respectively.  For the second
     quarter of fiscal  years  2001 and 2000,  comprehensive  income  (loss) was
     1,263,000 and ($853,000), respectively.

NOTE F - SEGMENT INFORMATION

     The Company operates under three reportable segments:

     1.  Commercial  communications - consists principally of time and frequency
         control   products   used   in  two   principal   markets-   commercial
         communication  satellites and terrestrial  cellular  telephone or other
         ground-based telecommunication stations.
     2.  U.S. Government - consists of time and frequency  control products used
         for national defense or space-related programs.
     3.  Wireline and network synchronization systems - consists of the business
         of the Company's Belgian subsidiary, Gillam-FEI.

     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):

                                                 Six months ended October 31,
                                                     2000               1999
                                                     ----               ----
    Net sales:
      Commercial Communications                    $17,535             $9,868
      U.S. Government                                1,587              1,632
      Gillam-FEI                                       590                  0
                                                   -------            -------
       Consolidated Sales                          $19,712            $11,500
                                                   =======            =======
    Operating profit (loss):
      Commercial Communications                    $ 2,504             $  189
      U.S. Government                                  325                290
      Gillam-FEI                                        86                  0
      Corporate                                       (856)              (220)
                                                   -------             ------
       Consolidated Operating Profit               $ 2,059             $  259
                                                   =======             ======

                                              October 31, 2000    April 30, 2000
                                              ----------------    --------------
    Identifiable assets:
      Commercial Communications                    $21,815            $18,447
      U.S. Government                                2,625              4,450
      Gillam-FEI                                    19,760                  0
      Corporate                                     51,818             57,950
                                                   -------            -------
       Consolidated Identifiable Assets            $96,018            $80,847
                                                   =======            =======

NOTE G - ACQUISITION OF GILLAM S.A.

     On  September  13,  2000,   the  Company   completed  its   acquisition  of
     substantially all of the outstanding  shares of Gillam S.A.  ("Gillam"),  a
     privately-held  company  organized  under  the  laws of  Belgium.  Gillam's
     business  is based in the  telecommunications  market and  targeted to four
     main fields:

                                     9 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Consolidated Condensed Financial Statements

                                   (Unaudited)

      (i) "Network  Synchronization"--managing  timing and interconnectivity for
     communication  networks;  (ii)  "Remote   Control"--consisting  of  network
     monitoring systems; (iii) "Rural Telephony"--equipment  designed to connect
     isolated  subscribers to a telephone  network via satellite and (iv) "Power
     Supplies"  --produced through a subsidiary,  for telecom service providers.
     The acquired company has been renamed Gillam-FEI.

     The Gillam  acquisition  was  consummated  pursuant to the terms of a Share
     Purchase  Agreement  dated  as of  August  29,  2000.  Under  terms  of the
     agreement, the Company paid $8,400,264 in cash and issued 154,681 shares of
     common  stock  ("FEI  stock") to acquire the  outstanding  stock of Gillam.
     Based  upon the market  value of FEI's  stock on July 25,  2002,  the Share
     Purchase  Agreement  may  require  the  Company  to  issue  to  the  Gillam
     shareholders  up to 35,000  additional  shares of FEI  stock.  Because  the
     shares issued to the Gillam  shareholders are restricted shares,  they have
     been valued at approximately  65% of the average market price of FEI stock,
     as quoted on the American Stock Exchange, for the day immediately prior to,
     the  day  of,  and  the  day  immediately  after  the  announcement  of the
     acquisition. In addition, the Company paid approximately $469,000 in direct
     transaction  costs.  Thus,  the total purchase  price is  approximately  as
     follows:
                                                          (in thousands)
       Cash paid for Gillam shares                           $ 8,400
       Fair value of restricted shares issued                  3,465
       Direct transaction costs                                  469
                                                             -------
       Total purchase price                                  $12,334
                                                             =======

     The Gillam  acquisition  is treated as a purchase.  The  purchase  price is
     allocated  to  net  assets  acquired  of  approximately  $8,592,000  and to
     intangible assets,  including goodwill and customer lists, of approximately
     $3,742,000.  Goodwill will be amortized on the straightline  method over 15
     years.

     The accompanying  condensed  consolidated  statements of operations for the
     six- and three-month periods ended October 31, 2000, include the results of
     operations of Gillam from  September  13, 2000 through  September 30, 2000.
     (Gillam  will  retain  its  April 1 to March 31 fiscal  year for  financial
     reporting purposes.) The pro forma financial information set forth below is
     based upon the Company's historical  consolidated  statements of operations
     for the six months ended October 31, 2000 and 1999, adjusted to give effect
     to the  acquisition  of Gillam as of the  beginning  of each of the periods
     presented.

     The pro forma financial information is presented for informational purposes
     only and may not be indicative of what actual  results of operations  would
     have been had the acquisition  occurred on May 1, 1999, nor does it purport
     to represent the results of operations for future periods.

                                                         Pro forma
                                                Six months ended October 31
                                                2000                 1999
                                                ----                 ----
                                           (In thousands except per share data)

      Net Sales                               $24,113               $19,403
                                              -------               -------
      Operating Profit                         $2,290                $  550
                                               ------                ------
      Income from continuing operations        $2,202                $  960
                                               ======                ======
      Earnings per share- basic                $ 0.27               $ 0.12
                                               ======               ======
      Earnings per share- diluted              $ 0.25               $ 0.12
                                               ======               ======



                                    10 of 15

<PAGE>


Item 2.

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

RESULTS OF OPERATIONS

The table below sets forth the percentage of consolidated net sales  represented
by certain items in the Company's consolidated  statements of operations for the
respective six- and three-month periods of fiscal years 2001 and 2000:

                                                Six months         Three months
                                                    Periods ended October 31,
                                            2000       1999       2000     1999
                                            ----       ----       ----     ----
    Net Sales
       Commercial Communications            89.0%      85.8%      86.3%    87.0%
       US Government                         8.1       14.2        8.2     13.0
       Gillam-FEI                            2.9        0.0        5.5      0.0
                                           -----      -----      -----    -----
                                           100.0      100.0      100.0    100.0

    Cost of Sales                           56.4       55.9       56.6     55.6
    Selling and administrative expenses     21.2       20.2       18.9     18.4
    Research and development expenses       12.0       21.7       10.8     20.6
                                           -----      -----      -----    -----
       Operating profit                     10.4        2.2       13.7      5.4
    Other income (expense)- net              6.7       10.2        6.4      7.1
                                           -----      -----      -----    -----
    Pretax Income                           17.1       12.4       20.1     12.5
    Provision for income taxes               5.6        4.4        6.5      4.6
                                           -----      -----      -----    -----
       Net earnings                         11.5%       8.0%      13.6%     7.9%
                                           =====      =====      =====    =====

On September 13, 2000,  the Company  completed its  acquisition  of Gillam S.A.,
since renamed Gillam-FEI.  The consolidated  financial statements of the Company
were impacted by this  acquisition by inclusion of the results of operations for
Gillam-FEI  for the period from  September 13, 2000 through  September 30, 2000,
the end of Gillam-FEI's fiscal second quarter.

For the six- and  three-month  periods  ended  October 31, 2000,  the  Company's
revenues increased by 71% and 79%, respectively, over the same periods of fiscal
2000.  Similarly,  operating  profit  increased by $1.8 million (695%) and $1.15
million  (350%),  respectively,  and net income improved by $1.36 million (147%)
and $993,000 (208%), respectively. Excluding Gillam-FEI, revenues for the fiscal
2001 periods  increased by 66% and 70%,  respectively,  over the same periods of
fiscal 2000 and net income increased by 143% and 199%, respectively.

These  outstanding  results  derive  from  continued  growth in  demand  for the
Company's   proprietary   technology   products,    including   its   commercial
communications  products for the cellular telephone  infrastructure  industry as
well as wireless application products for the commercial satellite industry. The
Company expects demand for such products to continue to

grow. Consequently,  the Company will experience continued growth in revenue and
profitability. The rate of such growth is dependent on the specific requirements
of the Company's customers which may vary over time.

Gross margins for the six- and  three-month  periods of fiscal 2001 were 44% and
43%,  respectively,  compared to 44% for each of the same periods  ended October
31, 1999. Margins on commercial revenues, including Gillam-FEI, were 44% in each
of the fiscal 2001 periods while gross  margins on US  Government  revenues were
39% and 40%, respectively. These gross margin rates are comparable to

                                    11 of 15


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

the fiscal 2000 margins  realized in these  segments.  In  addition,  during the
fiscal 2001 periods,  the Company has been engaged in a significant  development
effort which is customer-funded. The costs of this effort, which approximate the
revenue  recognized on the contract,  are a component of cost of sales.  If this
development contract is excluded, aggregate gross margins for each of the fiscal
2001 periods would exceed 46%. The Company expects its overall gross margin rate
to continue  to exceed 40% of  consolidated  sales but the actual rate  realized
from quarter to quarter will vary based on product mix, as illustrated above.

Selling and  administrative  costs for the six- and  three-month  periods  ended
October 31, 2000,  increased by $1.85 million (80%) and $937,000  (84%) compared
to the same periods of fiscal year 2000.  Excluding  Gillam-FEI,  the  increases
would be 75% and 74%, respectively.  Of the increase,  approximately $400,000 is
attributable  to  settlement of certain  litigation  (see Part II, Item 1- Legal
Proceedings) and related legal costs. Excluding these litigation-related  costs,
selling and administrative  expenses as a percentage of sales would be less than
20% for the  six-month  period  ended  October  31,  2000,  which is within  the
Company's  target for these costs.  However,  the absolute  dollar  spending for
selling  and  administrative  expenses  is  expected  to increase as the Company
continues  to grow.  Examples  of this  growth  include  the cost of  additional
support  personnel,   greater  sales  and  marketing   expenditures,   including
commissions to sales  representatives,  and increases for incentive compensation
programs that the Company initiated in prior years. In addition, amortization of
certain  non-employee  stock options was  approximately  $200,000 greater in the
six-month  period ended  October 31, 2000 than that  recorded in the  comparable
period of the prior year as a result of the rising value of the Company's common
stock.

Research and development  costs in the fiscal 2001 periods decreased by $124,000
(5%) and $78,000 (6%),  respectively,  over the comparable  six- and three-month
periods  ended  October 31, 1999.  Development  spending by  Gillam-FEI  was not
significant for the fiscal 2001 periods.  The apparent  decrease in research and
development   spending  is  not  indicative  of  a  decrease  in  the  Company's
development  efforts.  As indicated  above,  some of the  Company's  development
spending during fiscal 2001 was  customer-funded,  thus  decreasing  self-funded
research and development  expenditures but increasing cost of sales. The Company
continues  to devote  significant  resources to develop new products and enhance
existing  products for the  commercial  communications  market.  The products in
development  will be used to increase the  capability  of existing  TDMA and GSM
systems (2.5G and EDGE) and to support the development of third  generation (3G)
wireless  networks.  The  Company is  supplying  these  products  for  beta-site
field-testing of 2.5G and 3G systems. In addition,  during the second quarter of
fiscal 2001, the Company delivered the first R/T (receive/transmit) modules that
utilize  the  Company's   proprietary   microwave  technology  to  increase  the
throughput of fiber optic networks.  The Company  anticipates  that research and
development  spending  will  continue  at  approximately  the same level for the
remainder of fiscal 2001,  targeting  aggregate spending at approximately 10% of
revenues.  Internally  generated cash and cash reserves will be adequate to fund
this development effort.

Net  nonoperating  income and expense  increased by $141,000  (12%) and $267,000
(62%) in the six- and  three-month  periods  ended  October  31,  2000  from the
comparable  fiscal 2000 periods.  Investment  income increased by $184,000 (14%)
and  $181,000  (32%),  respectively,  in the fiscal year 2001  periods  over the
comparable 2000 periods. This is principally the result of net realized gains on
the sale of certain  marketable  securities  during the second quarter of fiscal
2001. Interest expense, including Gillam-FEI, was approximately the same in both
the fiscal 2001 and 2000 periods.  Other income  (expense),  net, which consists
principally of certain non-recurring transactions,  was a net expense of $30,000
for the six months of fiscal 2001  versus net income of $24,000 in fiscal  2000.
For the second  quarter of each fiscal year,  the nature of these items switched
to income of $26,000  in fiscal  2001  compared  to $63,000 of expense in fiscal
2000.  The net  amount of these  items  generally  has a  nominal  effect on the
overall earnings of the Company.

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<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $63 million at October 31, 2000 compared to working capital at April
30,  2000,  of $62 million.  Included in working  capital at October 31, 2000 is
approximately  $36 million of cash, cash equivalents and marketable  securities,
including $12 million of REIT units which are convertible to Reckson  Associates
Realty Corp. common stock.

Net cash provided by operating  activities  for the six months ended October 31,
2000,  was $2.3  million  compared to a net cash  inflow of $3.4  million in the
comparable fiscal 2000 period. The principal cause for the decrease in cash flow
in fiscal 2001 is due to a $2.5 million increase in inventory,  partially offset
by the $1.4 million increase in net earnings. Due to long lead time requirements
for certain component parts and work in process inventory, the Company has built
up its inventory  levels in order to meet the increased demand for its products.
The Company  anticipates  that it will  continue to generate  positive cash flow
from operating activities for the balance of fiscal year 2001.

Net cash used in investing activities for the six months ended October 31, 2000,
was $2.9 million.  The major  transaction  during the  six-month  period was the
acquisition of the shares of Gillam S.A. for which the Company paid an aggregate
of $8.8 million, including transaction costs. This purchase was partially funded
by the redemption of certain  marketable  securities of approximately $6 million
and was  also  offset  by the  acquired  cash  of  Gillam-FEI  of  approximately
$758,000.  In addition,  the Company acquired  additional  capital equipment for
approximately $800,000. The Company may continue to acquire or redeem marketable
securities as dictated by its  investment  opportunities  as well as by the cash
requirements  for its  development  activities.  The  Company  will  continue to
acquire more efficient  equipment to automate its test and production  processes
and intends to spend approximately $2 million on capital equipment during fiscal
2001.  Internally  generated  cash will be  adequate  to  acquire  this  capital
equipment.

Net cash used in financing activities for the six months ended October 31, 2000,
was  $715,000  compared to $1.0 million for the  comparable  fiscal 2000 period.
Included  in the fiscal  2001  amount is payment  of the  Company's  semi-annual
dividend in the aggregate amount of $799,000. An additional $632,000 was used to
make regularly scheduled  long-term liability payments,  including $517,000 paid
by Gillam-FEI. These outflows were partially offset by receipts of $716,000 from
certain  employees and  independent  contractors in connection with stock option
exercises.

Although  insignificant  in the current  period,  new  features  included in the
Company's  balance sheet and statement of cash flows are adjustments for foreign
currency fluctuations.  During the six-month period ended October 31, 2000, such
fluctuations  added $8,000 of cash to the Company's  reported  balance sheet. In
the  equity  section  of  the  balance  sheet,  included  in  accumulated  other
comprehensive  income (loss) is a foreign currency translation gain of $242,000.
The recent volatility experienced in rates of exchange between the US dollar and
the Euro, indicates that future currency adjustments could be substantial.

Backlog

At October 31, 2000, the Company's backlog amounted to approximately $45 million
compared to the  approximately  $24 million  backlog at April 30, 2000.  Of this
backlog,  approximately  $5 million is attributable  to Gillam-FEI.  The Company
expects to realize more than 90% of this backlog in the next 12 months.

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<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                   (Continued)

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

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

                                     PART II

ITEM 1 - Legal Proceedings

     On August 2, 2000, a Stipulation  of Settlement was executed by all parties
and filed with the Court in the  action  pending  against  FEI and others in the
Court  of  Chancery,  State of  Delaware,  New  Castle  county,  entitled  In re
Frequency Electronics,  Inc., Derivative Litigation, Civil Action No. 13266: the
proposed  settlement  called  for a total  payment  by FEI for  legal  fees  and
disbursements  not exceeding  $245,000;  the proposed  settlement was subject to
notice to stockholders and Court approval.  On October 4, 2000, the Court issued
an Order and Final  Judgment  of  Dismissal  of  Derivative  Action and  awarded
attorneys'  fees and expenses in the amount of $218,684.  FEI paid such fees and
expenses in October 2000.

ITEM 6 - Exhibits and Reports on Form 8-K

(a)      Exhibits - None

(b)      On September  28, 2000,  the Company's  report on Form 8-K,  containing
         disclosure  under Item  2-Acquisition or Disposition of Assets and Item
         7- Financial Statements and Exhibits, was filed with the Securities and
         Exchange Commission.  This filing provided information on the Company's
         acquisition  of Gillam S.A. The Form 8-K filing was amended on November
         27, 2000 to file the audited  financial  statements  of Gillam S.A. for
         the year ended March 31, 2000 and the pro forma financial statements of
         the Registrant for the year ended April 30, 2000.

(c)      On October  20,  2000,  the  Company's  report on Form 8-K,  containing
         disclosure under Item 5 thereof (declaration of semi-annual  dividend),
         was filed with the Securities and Exchange Commission.

(d)      On  November  1, 2000,  the  Company's  report on Form 8-K,  containing
         disclosure under Item 5 thereof (litigation settlement), was filed with
         the Securities and Exchange Commission.

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<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:  December 15, 2000                BY  /s/ Joseph P. Franklin
                                            ----------------------
                                                Joseph P. Franklin
                                                Chief Executive Officer

Date: December 15, 2000                 BY  /s/ Alan Miller
                                            ---------------
                                                Alan Miller
                                                Chief Financial Officer
                                                and Treasurer

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