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 July 31, 2003

                                       OR

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     The number of shares  outstanding of Registrant's  Common Stock,  par value
$1.00 as of September 8, 2003 - 8,360,100




                                  Page 1 of 21


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX



Part I.  Financial Information:                                        Page No.

   Item 1 - Financial Statements:

       Condensed Consolidated Balance Sheets -
           July 31, 2003 (unaudited) and April 30, 2003                  3-4

       Condensed Consolidated Statements of Operations
        (unaudited) Three Months Ended July 31, 2003 and 2002             5

       Condensed Consolidated Statements of Cash Flows
        (unaudited)Three Months Ended July 31, 2003 and 2002              6

       Notes to Condensed Consolidated Financial Statements              7-11

   Item 2 - Management's Discussion and Analysis of
           Financial Condition and Results of Operations                11-15

   Item 3 - Quantitative and Qualitative Disclosures
                about Market Risk                                        15

   Item 4 - Disclosure Controls and Procedures                           16


Part II.  Other Information:

   Item 1 - Legal Proceedings                                            16

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

   Signatures                                                            17

   Exhibits                                                             18-21












                                    2 of 21

<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheets



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

ASSETS:

Current assets:

  Cash and cash equivalents                            $ 3,128          $ 5,952

  Marketable securities                                 26,135           27,829

  Accounts receivable, net of allowance
     for doubtful accounts of $124                      12,702            9,565

  Inventories                                           19,506           17,734

  Deferred income taxes                                  4,122            4,435

  Income taxes receivable                                  987            1,223

  Prepaid expenses and other                             1,472            1,198
                                                       -------          -------
         Total current assets                           68,052           67,936

Property, plant and equipment, at cost,
   less accumulated depreciation and
   amortization                                         11,473           11,105

Deferred income taxes                                      409              436

Cash surrender value of life insurance                   4,965            4,869

Goodwill                                                   937                -

Other assets                                             1,238            1,383
                                                       -------          -------
         Total assets                                  $87,074          $85,729
                                                       =======          =======




















     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                Condensed Consolidated Balance Sheets (Continued)




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

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Short-term credit obligations                        $ 1,539          $   179
  Accounts payable - trade                               1,748            1,294
  Accrued liabilities and other                          3,685            4,449
                                                       -------          -------
        Total current liabilities                        6,972            5,922

Deferred compensation                                    6,838            6,752
REIT liability and other liabilities                    11,011           11,151
                                                       -------          -------
        Total liabilities                               24,821           23,825
                                                       -------          -------
Minority interest in subsidiary                            142              195
                                                       -------          -------
Stockholders' equity:
  Preferred stock  - $1.00 par value                       -0-               -0-
  Common stock  -  $1.00 par value                       9,164            9,164
  Additional paid-in capital                            43,869           43,806
  Retained earnings                                      9,673           10,415
                                                       -------          -------
                                                        62,706           63,385

  Common stock reacquired and held
     in treasury-at cost, 807,590 shares
     at July 31, 2003 and 824,739 shares
     at April 30, 2003                                  (3,010)          (3,062)
  Other stockholders' equity                              (116)            (116)
  Accumulated other comprehensive income                 2,531            1,502
                                                       -------          -------
       Total stockholders' equity                       62,111           61,709
                                                       -------          -------
Total liabilities and stockholders' equity             $87,074          $85,729
                                                       =======          =======

















     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)

                                                      2003              2002
                                                       (In thousands except
                                                          per share data)


Net sales                                           $ 8,754            $ 6,828
Cost of sales                                         6,187              4,773
                                                    -------            -------
        Gross margin                                  2,567              2,055

Selling and administrative expenses                   2,536              2,053
Research and development expense                      1,668                983
                                                    -------            -------
        Operating loss                               (1,637)              (981)

Other income (expense):
     Investment income                                  746                355
     Interest expense                                   (59)               (72)
     Other, net                                          13                  7
                                                    -------            -------
Loss before minority interest and
    benefit for income taxes                           (937)              (691)
Minority interest in loss of
    consolidated subsidiary                             (55)               (10)
                                                    -------            -------
Loss before benefit for income taxes                   (882)              (681)

Benefit for income taxes                               (140)              (192)
                                                    -------            -------
        Net loss                                    $  (742)           $  (489)
                                                    =======            =======


Net loss per common share
        Basic                                       $ (0.09)           $ (0.06)
                                                    =======            =======
        Diluted                                     $ (0.09)           $ (0.06)
                                                    =======            =======
Average shares outstanding
        Basic                                      8,348,133          8,373,567
                                                   =========          =========
        Diluted                                    8,348,133          8,373,567
                                                   =========          =========














     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)


                                                         2003             2002
                                                            (In thousands)

Cash flows from operating activities:
  Net loss                                            $  (742)          $  (489)
  Non-cash charges to earnings                            387               827
  Net changes in assets and liabilities                (2,962)             (635)
                                                      -------           -------
Net cash used in operating activities                  (3,317)             (297)
                                                      -------           -------
Cash flows from investing activities:
  Payment for acquisition                              (2,697)                -
  Proceeds from sale of marketable securities           5,180                 -
  Purchase of marketable securities                    (2,364)              463
  Other - net                                            (223)             (239)
                                                      -------           -------
Net cash (used in) provided by investing activities      (104)              224
                                                      -------           -------
Cash flows from financing activities:
  Proceeds from short-term credit obligations           1,506                 -
  Dividends paid                                         (834)             (833)
  Other - net                                            (201)             (306)
                                                      -------           -------
Net cash provided by (used in) financing activities       471            (1,139)
                                                      -------           -------
Net decrease in cash and cash equivalents
  before effect of exchange rate changes               (2,950)           (1,212)

Effect of exchange rate changes on cash
  and cash equivalents                                    126               163
                                                      -------           -------
Net decrease in cash and cash equivalents              (2,824)           (1,049)

    Cash at beginning of period                         5,952             5,383
                                                      -------           -------
    Cash at end of period                             $ 3,128           $ 4,334
                                                      =======           =======















     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, 2003 and the results of its  operations and cash flows for the three
months ended July 31, 2003 and 2002. The April 30, 2003  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, 2003 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,
                                                 2003                 2002
  Basic EPS Shares outstanding
    (weighted average)                         8,348,133            8,373,567
  Effect of Dilutive Securities                      ***                  ***
                                               ---------            ---------
  Diluted EPS Shares outstanding               8,348,133            8,373,567
                                               =========            =========

     *** Dilutive securities are excluded for the three month periods ended July
     31, 2003 and 2002 since the inclusion of such shares would be  antidilutive
     due to the net loss for the quarters then ended. For the periods ended July
     31, 2003 and 2002, options to purchase 312,800 and 204,500 shares of common
     stock were  outstanding  but are  antidilutive  since the exercise price is
     greater than the average market price of the Company's common shares during
     the fiscal periods.  The calculation of diluted earnings per share excludes
     antidilutive securities.

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at July 31, 2003 and April 30, 2003 include costs and
estimated earnings in excess of billings on uncompleted  contracts accounted for
on  the  percentage  of  completion  basis  of   approximately   $2,414,000  and
$3,023,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates.  Such amounts are
billed pursuant to contract terms.

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $3,737,000  and
$3,598,000  at July 31, 2003 and April 30,  2003,  respectively,  consist of the
following:

                                             July 31, 2003       April 30, 2003
                                                      (In thousands)

   Raw materials and Component parts           $ 8,606              $ 7,349
   Work in progress and Finished goods          10,900               10,385
                                               -------              -------
                                               $19,506              $17,734
                                               =======              =======


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - COMPREHENSIVE INCOME

     For the three  months  ended July 31,  2003 and 2002,  total  comprehensive
income was $287,000 and $1,001,000, respectively.

NOTE F - SEGMENT INFORMATION

     The Company operates under four reportable segments:
     1.   Commercial communications - consists principally of time and frequency
          control  products  used in  commercial  communication  satellites  and
          terrestrial     cellular     telephone    or    other     ground-based
          telecommunications.
     2.   U.S. Government - consists of time and frequency control products used
          in terrestrial and space applications by the Department of Defense and
          other U.S. government agencies.
     3.   Gillam-FEI - the products of the Company's Belgian  subsidiary consist
          primarily of wireline synchronization and network monitoring systems.
     4.   FEI-Zyfer - the products of the Company's  newly  acquired  subsidiary
          incorporate  Global Positioning System (GPS) technologies into systems
          and  subsystems  for  secure   communications,   both  government  and
          commercial, and other locator applications.
     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,
                                                 2003              2002
Net sales:
  Commercial Communications                  $ 4,869            $ 3,070
  U.S. Government                              1,644              1,922
  Gillam-FEI                                   1,347              1,944
  FEI-Zyfer                                      912                  -
  less intercompany sales                        (18)              (108)
                                             -------            -------
     Consolidated Sales                      $ 8,754            $ 6,828
                                             =======            =======
Operating (loss) profit:
  Commercial Communications                 $   (274)           $  (933)
  U.S. Government                                 72                379
  Gillam-FEI                                    (859)              (284)
  FEI-Zyfer                                     (478)                 -
  Corporate                                      (98)              (143)
                                             -------            -------
     Consolidated Operating Loss             $ 1,637            $  (981)
                                             =======            =======

                                               As of              As of
                                            July 31, 2003     April 30, 2003
Identifiable assets:
  Commercial Communications                  $17,404            $14,733
  U.S. Government                              6,166              6,147
  Gillam-FEI                                  12,142             12,305
  FEI-Zyfer                                    4,056                  -
  less intercompany balances                    (964)              (964)
  Corporate                                   48,270             53,508
                                             -------            -------
     Consolidated Identifiable Assets        $87,074            $85,729
                                             =======            =======


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE G - ACQUISITION OF FEI-ZYFER

     On May 9, 2003, the Company  acquired the business and net assets of Zyfer,
Inc., a wholly-owned  subsidiary of Odetics,  Inc., in a cash  transaction.  The
business of the new subsidiary,  FEI-Zyfer,  Inc., is the design and manufacture
of products for precision  time and frequency  generation  and  synchronization,
primarily incorporating GPS technology.

     The Company paid $2.3 million at closing,  plus acquisition costs estimated
at approximately $400,000. According to the terms of the purchase agreement, the
Company will make  additional  payments up to a maximum of $1 million in each of
fiscal years 2004 and 2005 if FEI-Zyfer achieves certain revenue levels in those
years.  The contingent  payments are based on a percentage of revenues in excess
of $6 million in fiscal year 2004 and as a  percentage  of revenues in excess of
$8 million in fiscal year 2005. The acquired  business  recorded revenue of $6.5
million for the year ended March 31, 2003 and $4.5  million in the prior  fiscal
year.

     The  FEI-Zyfer  acquisition  is  treated  as a  purchase  acquisition.  The
purchase  price  has  been  initially   allocated  to  net  assets  acquired  of
approximately  $1.8  million.  The  purchase  price  in  excess  of net  assets,
approximately $900,000, has been initially allocated to goodwill. The Company is
in the process of determining the fair value of acquired tangible and intangible
assets and, once identified, will reallocate the purchase price. Costs allocated
to any intangible assets will be amortized over an appropriate period.

     The accompanying  condensed  consolidated  statements of operations for the
three-month  period ended July 31, 2003,  includes the results of  operations of
FEI-Zyfer  from May 9, 2003  through  July 31,  2003.  The pro  forma  financial
information set forth below is based upon the Company's historical  consolidated
statements  of  operations  for the three  months  ended July 31, 2003 and 2002,
adjusted to give effect to the  acquisition  of FEI-Zyfer as of the beginning of
each of the periods presented.  The fiscal 2002 financial  information  includes
the results of operations of FEI-Zyfer for the period April 1 to June 30, 2002.

     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,  2002,  nor does it  purport  to
represent the results of operations for future periods.


                                                         Pro forma
                                                Three months ended July 31
                                                2003                 2002
                                           (In thousands except per share data)

   Net Sales                                  $ 8,855              $ 9,087
                                              -------              -------
   Operating Loss                             $(1,717)             $(1,023)
                                              -------              -------
   Loss from continuing operations             $ (800)             $  (579)
                                               ======              =======

   Earnings per share- basic                  $ (0.10)             $ (0.07)
                                              =======              =======
   Earnings per share- diluted                $ (0.10)             $ (0.07)
                                              =======              =======


NOTE H - EQUITY-BASED COMPENSATION

     The Company applies the disclosure-only  provisions of FAS 123, "Accounting
for  Stock-Based   Compensation,"  as  amended  by  FAS  148,   "Accounting  for
Stock-Based  Compensation - Transition and Disclosure," and continues to measure
compensation cost in accordance with Accounting Principles Board Opinion No. 25,



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


"Accounting for Stock Issued to Employees." Historically,  this has not resulted
in  compensation  cost upon the grant of options under a qualified  stock option
plan.  However,  in accordance  with FAS 123, as amended by FAS 148, the Company
provides pro forma  disclosures of net earnings  (loss) and earnings  (loss) per
share as if the fair value method had been applied beginning in fiscal 1996.

     The following table  illustrates  the effect on the Company's  consolidated
statements of operations had compensation cost for stock option awards under the
plans been determined based on the fair value at the grant dates consistent with
the provisions of FAS 123 as amended by FAS 148:

                                                 Three months ended
                                                2003             2002
                                        (in thousands, except per share data)
  Net Loss, as reported                       $ (742)           $ (489)
                                              ======            ======
  Net Loss - pro forma                        $ (923)           $ (703)
                                              ======            ======

  Loss per share, as reported:
     Basic                                   $ (0.09)         $ (0.06)
                                             =======          =======
     Diluted                                 $ (0.09)         $ (0.06)
                                             =======          =======
  Loss per share- pro forma
     Basic                                   $ (0.11)         $ (0.08)
                                             =======          =======
     Diluted                                 $ (0.11)         $ (0.08)
                                             =======          =======

     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 2003 and 2002,  respectively,
dividend yield of 1.83%;  expected volatility of 63% and 65%; risk free interest
rate (ranging from 5.5% to 8.0%);  and expected  lives ranging from seven to ten
years.


Note I - Recently Issued Accounting Pronouncements

     In January 2003, the FASB issued  Interpretation  No. 46,  Consolidation of
Variable Interest Entities ("FIN 46"). This Interpretation changes the method of
determining  whether  certain  entities  should  be  included  in the  Company's
consolidated financial statements.  An entity is subject to FIN 46 and is called
a variable  interest entity ("VIE") if it has (1) equity that is insufficient to
permit the entity to finance  its  activities  without  additional  subordinated
financial  support from other parties,  or (2) equity investors that cannot make
significant  decisions about the entity's operations,  or that do not absorb the
expected  losses or  receive  the  expected  returns  of the  entity.  All other
entities are evaluated for consolidation under FAS No. 94,  Consolidation of All
Majority-Owned  Subsidiaries.  The  provisions  of  FIN  46  are  to be  applied
immediately  to VIEs created  after  January 31,  2003,  and to VIEs in which an
enterprise  obtains an interest after that date. For VIEs in which an enterprise
holds a variable  interest  that it acquired  before  February  1, 2003,  FIN 46
applies in the first fiscal period  beginning  after June 15, 2003.  The Company
does  not  expect  the  adoption  of FIN 46 to  have a  material  effect  on its
financial position, results of operations or cash flows.

     In April 2003,  the FASB issued  Statement No. 149  "Amendment of Statement
133 on  Derivative  Instruments  and Hedging  Activities"  ("FAS 149").  FAS 149
amends FAS 133 for certain decisions made by the FASB as part of the Derivatives
Implementation  Group  process.  FAS 149  also  amends  FAS  133 to  incorporate
clarifications  of the  definition  of a  derivative.  FAS 149 is effective  for
contracts entered into or modified after June 30, 2003, with certain exceptions,
and requires prospective  application.  The Company does not expect the adoption
of FAS 149 to have a  material  effect on its  financial  position,  results  of
operations or cash flows.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
No. 150, "Accounting for Certain Financial  Instruments with  Characteristics of
both Liabilities and Equity" ("FAS 150"). This statement  establishes  standards
for how an issuer classifies and measures in its statement of financial position
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  In accordance  with the  standard,  financial  instruments  that embody
obligations for the issuer are required to be classified as liabilities. FAS 150
is effective for financial  instruments  entered into or modified  after May 31,
2003,  and otherwise is effective at the  beginning of the first interim  period
beginning  after June 15, 2003.  The Company does not expect the adoption of FAS
150 to have a material effect on its financial  position,  results of operations
or cash flows.

                                     Item 2

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

Critical Accounting Policies and Estimates
     The Company's  significant  accounting  policies are described in Note 1 to
the consolidated  financial  statements included in the Company's April 30, 2003
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,  generally defined as orders in
excess of $100,000,  are reported in operating  results using the  percentage of
completion  method.  For U.S.  Government and other  fixed-price  contracts that
require initial design and development of the product,  revenue is recognized on
the cost-to-cost method.  Under this method,  revenue is recorded based upon the
ratio that incurred  costs bear to total  estimated  contract costs with related
cost of sales recorded as the costs are incurred.  Each month management reviews
estimated contract costs. The effect of any change in the estimated gross margin
percentage  for a contract is  reflected  in revenues in the period in which the
change is known.  Provisions for anticipated losses on contracts are made in the
period in which they become determinable.

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

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

      Costs and Expenses

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

      Inventory

     In accordance  with industry  practice,  inventoried  costs contain amounts
relating to contracts and programs  with long  production  cycles,  a portion of
which will not be realized within one year.  Inventory  reserves are established
for slow-moving and obsolete items  and  are  based upon management's experience


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (continued)

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.


RESULTS OF OPERATIONS

The table below sets forth for the  respective  first  quarters of fiscal  years
2004 and 2003 the percentage of  consolidated  net sales  represented by certain
items in the Company's consolidated statements of operations:

                                                Three months ended
                                                      July 31,
                                             2003                  2002
  Net sales
     Commercial Communications               55.4%                 46.2%
     U.S. Government                         18.8                  26.6
     Gillam-FEI                              15.4                  27.2
     FEI-Zyfer                               10.4                    -
                                            -----                 -----
                                            100.0                 100.0
  Cost of sales                              70.7                  69.9
                                            -----                 -----
                 Gross margin                29.3                  30.1
  Selling and administrative expenses        28.9                  30.1
  Research and development expenses          19.1                  14.4
                                            -----                 -----
                 Operating loss             (18.7)                (14.4)

  Other income (expense)- net                 8.6                   4.2
                                            -----                 -----
  Pretax loss                               (10.1)                (10.2)
  Benefit for income taxes                   (1.6)                 (2.9)
                                            -----                 -----
                 Net loss                    (8.5)%                (7.3)%
                                            =====                 =====

     During the first quarter of fiscal 2004, the Company  acquired the business
and net assets of Zyfer, Inc., a wholly-owned  subsidiary of Odetics, Inc., in a
cash  transaction.  The results of operations for the  three-month  period ended
July 31, 2003,  includes the results of operations of FEI-Zyfer from May 9, 2003
through July 31, 2003.

     For the three  months  ended July 31,  2003,  operating  loss  increased by
$656,000  (67%) and the net loss increased by $253,000 (52%) over the comparable
period of fiscal  year  2003.  During  the fiscal  year 2004  period,  FEI-Zyfer
recorded an operating  loss of $478,000  and a net loss of $335,000.  The fiscal
year 2004  results  also  reflect the  continuing  impact of the slowdown in the
telecommunications industry over the past several quarters.

     Fiscal year 2004 first quarter revenues, including $912,000 from FEI-Zyfer,
increased  by $1.9  million  (28%) from the first  quarter of fiscal  year 2003.
During  the  fiscal  year  2004  quarter,   the  Company   recorded  a  sale  of
approximately  $900,000  for seed stock  units  which,  to  accommodate  certain
wireless infrastructure  customers, had been provided to them during fiscal year
2003.  Excluding  revenues from FEI-Zyfer and the seed stock units,  fiscal year
2004 first quarter revenues  increased by $109,000 (2%). On a segment by segment
basis,  Commercial  Communications  revenues  (excluding  seed  stock  revenues)
increased  by 29%,  Gillam-FEI  revenues  were  lower  by 31% and US  Government
revenues decreased by 14%.

     First quarter gross margin rates declined  slightly from 30% in fiscal year
2003 to 29% in fiscal year 2004.  Gross  margins for all  segments are less than
the  Company's  target of 40% as the sales  volumes  was unable to fully  absorb
fixed costs.  The US  Government  margins were also impacted by cost overruns on
certain  larger   programs  in  fiscal  year  2004.  The  continuing   delay  in
infrastructure  spending by  European  telecommunications  companies  drove down
Gillam-FEI sales volume and thus margins as well. With recent contract bookings,
the Company expects to realize a greater level of sales in



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

subsequent  quarters of the fiscal year which should  result in improved  profit
margins during the remainder of fiscal year 2004.

     Selling  and  administrative  costs for the  quarter  ended July 31,  2003,
increased by $483,000 (24%) over the three months ended July 31, 2002. Excluding
the fiscal year 2004  results of  FEI-Zyfer,  selling and  administrative  costs
declined by 1% from fiscal  year 2003.  Compared to the first  quarter of fiscal
year 2003,  euro-denominated  selling  and  administrative  costs at  Gillam-FEI
decreased by 13% in fiscal year 2004. Because of the 24% year-over-year increase
in  the  value  of  the  euro  to  the  US  dollar,   Gillam-FEI's  selling  and
administrative  expenses,  when denominated in dollars, were 8% ($50,000) higher
than the year ago period.  Reduced  costs in the United  States  were  partially
offset by increased sales and marketing costs to support the Company's  European
office and continued  investment in the Company's China manufacturing  facility.
The Company targets selling and administrative  costs at 20% of revenues but has
not achieved that result in recent quarters due to reduced  revenue  levels.  In
prior  periods,  the  Company  took steps to control  and reduce its selling and
administrative  expenses such that, on increased  revenues in subsequent  fiscal
quarters, it expects to achieve its targeted ratio of costs to sales.

     Research and development costs in the fiscal year 2004 quarter increased by
$685,000 (70%) over the comparable  three-month  period ended July 31, 2002. The
increase includes $285,000 in development  spending on GPS systems by FEI-Zyfer.
In addition,  Gillam-FEI is working  aggressively to complete the development of
its next  generation  wireline signal  synchronization  unit which it expects to
have ready for market within the next few months.  The Company targets  research
and development  spending at approximately 10% of sales but the rate of spending
can increase or 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.  During  this fiscal  year,  in addition to
Gillam-FEI's wireline  synchronization  product and FEI-Zyfer's GPS systems, the
Company intends to develop a common  platform for time and frequency  generators
for  commercial  communications,  further  develop low-g  (gravity)  sensitivity
oscillators  for  defense  and  secure  applications  and seek to  identify  new
applications for its technologies.  Internally  generated cash and cash reserves
are adequate to fund this development effort.

     Net  nonoperating  income and expense  increased by $410,000  (141%) in the
three months ended July 31, 2003 from the  comparable  fiscal year 2003 quarter.
Investment  income included realized gains of $304,000 on the sale or redemption
of certain marketable  securities as compared to net realized losses of $121,000
in the same period of fiscal year 2003.  Interest  expense  decreased by $13,000
(18%) while other, net,  increased by $6,000 during the fiscal year 2004 quarter
compared  to  the  same  period  of  fiscal  year  2003.  Other,  net,  consists
principally  of  certain   non-recurring   transactions  and  is  generally  not
significant to net income.

     The  Company is subject to  taxation in several  countries.  The  statutory
federal rates vary from 34% in the United States to 35% in Europe. The Company's
effective   rate  is  lower  than  the  statutory  rate  primarily  due  to  the
availability of Research and  Development  Tax Credits in the United States.  In
the quarter ended July 31, 2003,  the effective tax (benefit) rate is 15% due to
the exclusion of the losses at one of the European subsidiaries.  In fiscal year
2003, the Company recorded a $600,000  valuation  allowance against the deferred
tax asset of this foreign subsidiary.  The Company's European  subsidiaries have
available net operating  loss  carryforwards  of  approximately  $2.0 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, 2003 which is comparable to working  capital
at April 30, 2003. Included in working capital at July 31, 2003 is $29.3 million
of cash, cash equivalents and marketable securities,  including $11.1 million of
REIT units which are  convertible  to Reckson  Associates  Realty  Corp.  common
stock.

     Net cash used in operating  activities  for the three months ended July 31,
2003, was $3.3 million compared to $297,000 used in operations in the comparable
fiscal year 2003 quarter.  Approximately  $1.4  million was used  to support the


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

operations of the Company's new subsidiary, FEI-Zyfer. The Company considers the
infusion of working  capital into  FEI-Zyfer as part of its  investment  in this
entity to enable it to  achieve  better  results  than the  predecessor  company
experienced in recent years.

     The other  major  component  of the use of cash during the fiscal year 2004
quarter was the growth in accounts  receivable.  This growth reflects the timing
of the billing and payment  cycle.  Shortly  after the end of the  quarter,  the
Company collected  significant amounts against outstanding  balances and expects
to collect  additional  sums on several large billings which occurred at the end
of the quarter. The Company anticipates that it will generate positive cash flow
from operating activities for the full fiscal year.

     Net cash used in investing  activities  for the three months ended July 31,
2003,  was $104,000.  The principal use of cash was to acquire the net assets of
FEI-Zyfer for  approximately  $2.7 million.  This acquisition and the subsequent
financial support, as discussed in the preceding paragraph, was partially funded
by the redemption or sale of certain marketable  securities.  Approximately $2.8
million  was  obtained  from  the  sale  or  redemption  of  certain  marketable
securities net of purchases of other marketable  securities.  These inflows were
offset by the acquisition of capital equipment for approximately  $238,000.  The
Company may continue to acquire or sell marketable securities as dictated by its
investment  strategies as well as by the cash  requirements  for its development
activities.  The Company will  continue to acquire more  efficient  equipment to
automate its production process and expand its capacity.  The Company intends to
spend  less than $2  million  on  capital  equipment  during  fiscal  year 2004.
Internally generated cash will be adequate to acquire this capital equipment.

     Net cash provided by financing  activities  for the three months ended July
31, 2003,  was $471,000  compared to the use of $1.1 million for the  comparable
fiscal year 2003  quarter.  Included  in both fiscal  quarters is payment of the
Company's  semiannual dividend in the aggregate amount of $834,000 and $833,000,
respectively. During the fiscal year 2004 quarter, the Company took advantage of
the low interest rate  environment  and borrowed  $1.5 million  against a credit
line which is secured by a  substantial  portion of the  Company's  portfolio of
marketable  securities.  In  addition,  during the fiscal year 2004  quarter the
Company made scheduled payments against debt and other obligations of $226,000.

     At July 31, 2003,  the  Company's  backlog  amounted to  approximately  $28
million compared to the  approximately $31 million backlog at April 30, 2003. Of
this backlog, approximately 70% is realizable in the next twelve months.

Recently Issued Accounting Pronouncements

     In January 2003, the FASB issued  Interpretation  No. 46,  Consolidation of
Variable Interest Entities ("FIN 46"). This Interpretation changes the method of
determining  whether  certain  entities  should  be  included  in the  Company's
consolidated financial statements.  An entity is subject to FIN 46 and is called
a variable  interest entity ("VIE") if it has (1) equity that is insufficient to
permit the entity to finance  its  activities  without  additional  subordinated
financial  support from other parties,  or (2) equity investors that cannot make
significant  decisions about the entity's operations,  or that do not absorb the
expected  losses or  receive  the  expected  returns  of the  entity.  All other
entities are evaluated for consolidation under FAS No. 94,  Consolidation of All
Majority-Owned  Subsidiaries.  The  provisions  of  FIN  46  are  to be  applied
immediately  to VIEs created  after  January 31,  2003,  and to VIEs in which an
enterprise  obtains an interest after that date. For VIEs in which an enterprise
holds a variable  interest  that it acquired  before  February  1, 2003,  FIN 46
applies in the first fiscal period  beginning  after June 15, 2003.  The Company
does  not  expect  the  adoption  of FIN 46 to  have a  material  effect  on its
financial position, results of operations or cash flows.

     In April 2003,  the FASB issued  Statement No. 149  "Amendment of Statement
133 on  Derivative  Instruments  and Hedging  Activities"  ("FAS 149").  FAS 149
amends FAS 133 for certain decisions made by the FASB as part of the Derivatives
Implementation  Group  process.  FAS 149  also  amends  FAS  133 to  incorporate
clarifications  of the  definition  of a  derivative.  FAS 149 is effective  for
contracts entered into or modified after June 30, 2003, with certain exceptions,
and requires prospective  application.  The Company does not expect the adoption
of FAS 149 to have a  material  effect on its  financial  position,  results  of
operations or cash flows.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)




     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
No. 150, "Accounting for Certain Financial  Instruments with  Characteristics of
both Liabilities and Equity" ("FAS 150"). This statement  establishes  standards
for how an issuer classifies and measures in its statement of financial position
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  In accordance  with the  standard,  financial  instruments  that embody
obligations for the issuer are required to be classified as liabilities. FAS 150
is effective for financial  instruments  entered into or modified  after May 31,
2003,  and otherwise is effective at the  beginning of the first interim  period
beginning  after June 15, 2003.  The Company does not expect the adoption of FAS
150 to have a material effect on its financial  position,  results of operations
or cash flows.



                                     Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

     The Company is exposed to market risk related to changes in interest  rates
and market values of securities,  including  participation  units in the Reckson
Operating Partnership, L.P. The Company's investments in fixed income and equity
securities were $15.0 million and $11.1 million, respectively, at July 31, 2003.
The investments  are carried at fair value with changes in unrealized  gains and
losses  recorded  as  adjustments  to  stockholders'  equity.  The fair value of
investments in marketable securities is generally based on quoted market prices.
Typically,  the fair market value of  investments  in fixed  interest  rate debt
securities  will increase as interest  rates fall and decrease as interest rates
rise. Based on the Company's  overall interest rate exposure at July 31, 2003, a
10% change in market interest rates would not have a material effect on the fair
value  of the  Company's  fixed  income  securities  or  results  of  operations
(investment income). The Company has also borrowed $1.5 million against a credit
line it established with a financial  institution which manages a portion of the
Company's  portfolio of  marketable  securities.  The  borrowings,  which have a
one-year  maturity,  bear  a  fixed  rate  of  interest.  Renewal  or  increased
borrowings  against the credit line will be predicated on the available interest
rate compared to yields on marketable securities. As a consequence, a 10% change
in market  interest rates would not have a material  effect on the fair value of
the Company's  short-term credit obligations or results of operations  (interest
expense).

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,  2003,  the amount
related to foreign currency exchange rates is a $3,105,000 unrealized gain.

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


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)


                                     Item 4.
Disclosure Controls and Procedures


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



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

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


                                     PART II

ITEM 1 - Legal Proceedings

                                            None


ITEM 6 - Exhibits and Reports on Form 8-K

  (a) 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.

  (b) Reports on Form 8-K-

          Registrant's Form 8-K, dated May 19, 2003, containing disclosure under
          Item 2 thereof  (acquisition  of the net assets of Zyfer,  Inc.),  was
          filed with the Securities and Exchange Commission on May 19, 2003.



<PAGE>


                                   SIGNATURES


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


                                            FREQUENCY ELECTRONICS, INC.
                                                   (Registrant)


Date: September 15, 2003                     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  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report

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

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act  Rules 13a-14  and 15d-14) for the  registrant
          and we have:
          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  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; and

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

          a)   all  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal controls 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 controls over financial reporting;



   /s/ Martin B. Bloch                                    September 15, 2003
   -------------------
     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  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report

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

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act  Rules 13a-14  and 15d-14) for the  registrant
          and we have:
          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  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; and

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

          a)   all  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal controls 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 controls over financial reporting;


     /s/ Alan Miller                                          September 15, 2003
     ---------------
     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,  2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Martin
B. Bloch, Chief Executive Officer of the Company,  certify,  pursuant to Section
18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

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

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


   /s/ Martin B. Bloch                                        September 15, 2003
   -------------------
     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,  2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Alan L.
Miller, Chief Financial Officer of the Company,  certify, pursuant to Section 18
U.S.C.  1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

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

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


     /s/ Alan Miller                                          September 15, 2003
     ---------------
     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.