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, 2001

                                       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 7, 2001 - 8,314,439





                                  Page 1 of 15







<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX



Part I.  Financial Information:                                 Page No.

  Item 1 - Financial Statements:

    Condensed Consolidated Balance Sheets -
        October 31, 2001 and April 30, 2001                       3-4

    Consolidated Condensed Statements of Operations
        Six Months Ended October 31, 2001 and 2000                 5

    Condensed Consolidated Statements of Operations
        Three Months Ended October 31, 2001 and 2000               6

    Condensed Consolidated Statements of Cash Flows
        Six Months Ended October 31, 2001 and 2000                 7

    Notes to Condensed Consolidated 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

























<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets



                                                   October 31,       April 30,
                                                      2001             2001
                                                      ----             ----
                                                   (UNAUDITED)       (NOTE A)
                                                          (In thousands)
ASSETS:

Current assets:

  Cash and cash equivalents                        $10,575          $  2,121

  Marketable securities                             24,258            33,407

  Accounts receivable, net of allowance for
             doubtful accounts of $190              14,431            15,160

  Inventories                                       19,531            20,471

  Deferred income taxes                              4,559             4,313

  Prepaid expenses and other                         1,395             4,662
                                                   -------          --------
         Total current assets                       74,749            80,134

Property, plant and equipment, at cost,
   less accumulated depreciation and
   amortization                                     12,030            11,997

Intangible assets                                    5,163             4,987

Other assets                                         5,442             4,921
                                                   -------          --------
           Total assets                            $97,384          $102,039
                                                   =======          ========
























                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


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




                                                  October 31,        April 30,
                                                     2001              2001
                                                     ----              ----
                                                 (UNAUDITED)         (NOTE A)
                                                         (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable - trade                        $ 2,152            $  2,408
  Accrued liabilities and other                     5,667              11,126
                                                  -------            --------
      Total current liabilities                     7,819              13,534

Deferred compensation                               5,913               5,726
Other liabilities                                  12,011              12,348
                                                  -------            --------
      Total liabilities                            25,743              31,608
                                                  -------            --------

Minority interest in subsidiary                       217                 226

Stockholders' equity:
  Preferred stock  - $1.00 par value                 -0-                 -0-
  Common stock  -  $1.00 par value                  9,164               9,164
  Additional paid-in capital                       42,891              42,860
  Retained earnings                                22,027              21,226
                                                  -------            --------
                                                   74,082              73,250
  Common stock reacquired and held in treasury
    -at cost, 850,000 shares at October
     31, 2001 and 872,669 shares at
     April 30, 2001                                (2,870)             (3,127)
  Other stockholders' equity                         (119)               (122)
  Accumulated other comprehensive income              331                 204
                                                  -------            --------
      Total stockholders' equity                   71,424              70,205
                                                  -------            --------
   Total liabilities and stockholders' equity     $97,384            $102,039
                                                  =======            ========



















                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


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

                          Six Months Ended October 31,
                                   (Unaudited)

                                                   2001             2000
                                                   ----             ----
                                            (In thousands except per share data)

Net Sales                                        $22,535          $19,712
Cost of sales                                     14,024           11,109
                                                 -------          -------
        Gross margin                               8,511            8,603

Selling and administrative expenses                4,241            4,178
Research and development expenses                  2,870            2,366
                                                 -------          -------

        Operating profit                           1,400            2,059

Other income (expense):
     Investment income                             1,177            1,494
     Interest expense                               (154)            (150)
     Other income (expense), net                     (29)             (30)
                                                 -------          -------

Income before minority interest and
provision for income taxes                         2,394            3,373

Minority Interest in loss of
        consolidated subsidiary                       (8)               -
                                                 -------          -------

Income before provision for income taxes           2,402            3,373

Provision for income taxes                           770            1,095
                                                 -------          -------
        Net income                               $ 1,632          $ 2,278
                                                 =======          =======


Net earnings per common share
        Basic                                    $ 0.20            $ 0.28
                                                 ======            ======
        Diluted                                  $ 0.19            $ 0.27
                                                 ======            ======

Average shares outstanding
        Basic                                 8,339,458         8,109,624
                                              =========         =========
       Diluted                                8,512,718         8,567,859
                                              =========         =========















                See accompanying notes to consolidated condensed
                             financial statements.


<PAGE>


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

                         Three Months Ended October 31,
                                   (Unaudited)

                                                  2001             2000
                                                  ----             ----
                                            (In thousands except per share data)

Net Sales                                       $11,465          $10,819
Cost of sales                                     7,024            6,128
                                                -------          -------
        Gross Margin                              4,441            4,691

Selling and administrative expenses               2,026            2,049
Research and development expense                  1,757            1,162
                                                -------          -------
        Operating profit                            658            1,480

Other income (expense):
     Investment income                              660              751
     Interest expense                               (76)             (81)
     Other income (expense), net                    (30)              26
                                                -------          -------
Income before minority interest and
provision for income taxes                        1,212            2,176

Minority Interest in loss of
        consolidated subsidiary                       -                -
                                                -------          -------

Income before provision for income taxes          1,212            2,176

Provision for income taxes                          400              705
                                                -------          -------
        Net income                              $   812          $ 1,471
                                                =======          =======


Net earnings per common share
        Basic                                    $ 0.10           $ 0.18
                                                 ======           ======
        Diluted                                  $ 0.10           $ 0.17
                                                 ======           ======

Average shares outstanding
        Basic                                 8,346,359        8,187,718
                                              =========        =========
        Diluted                               8,470,162        8,646,789
                                              =========        =========















                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows

                          Six Months Ended October 31,
                                   (Unaudited)


                                                      2001            2000
                                                      ----            ----
                                                          (In thousands)

Cash flows from operating activities:
  Net income                                        $ 1,632         $ 2,278
  Non-cash charges to earnings                          978           1,392
  Net changes in other assets and liabilities          (134)         (1,381)
                                                    -------         -------
Net cash provided by operating activities             2,476           2,289

Cash flows from investing activities:
  Payment for acquisition, net of cash acquired           -          (8,054)
  Sale of marketable securities- net                  8,482           5,991
  Other - net                                        (1,013)           (812)
                                                    -------         -------
Net cash provided by (used in)
        investing activities                          7,469          (2,875)

Cash flows from financing activities:
  Payment of cash dividend                             (829)           (799)
  Payment of debt                                      (573)           (517)
  Proceeds from stock option exercises                   71             716
  Other - net                                          (181)           (115)
                                                    -------         -------
Net cash used in financing activities                (1,512)           (715)

Net increase (decrease) in cash and cash
  equivalents before effect of exchange
  rate changes                                        8,433          (1,301)

Effect of exchange rate changes
on cash and cash equivalents                             21               8
                                                    -------         -------

  Net increase (decrease) in cash                     8,454          (1,293)

  Cash at beginning of period                         2,121           4,994
                                                    -------         -------

  Cash at end of period                             $10,575         $ 3,701
                                                    =======         =======
















                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 October 31, 2001 and the results of its operations and cash flows for the six
and three months ended October 31, 2001 and 2000.  The April 30, 2001  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, 2001 Annual
Report to  Stockholders.  The results of operations for such interim periods are
not necessarily indicative of the operating results for the full year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
diluted Earnings Per Share are as follows:
                                             Periods ended October 31,
                                        Six months              Three months
                                        ----------              ------------
                                     2001        2000         2001        2000
                                     ----        ----         ----        ----
 Basic EPS Shares outstanding
   (weighted average)             8,339,458   8,109,624    8,346,359   8,187,718
 Effect of Dilutive Securities      173,260     458,235      123,803     459,071
                                  ---------   ---------    ---------   ---------
 Diluted EPS Shares outstanding   8,512,718   8,567,859    8,470,162   8,646,789
                                  =========   =========    =========   =========

     Options to purchase 423,250 shares of common stock were outstanding  during
the six and three  months ended  October 31, 2001,  but were not included in the
computation  of diluted  earnings per share.  Since the exercise  price of these
options was greater than the average market price of the Company's common shares
during the respective  periods,  their inclusion in the  computation  would have
been antidilutive. Consequently, these options are excluded from the computation
of earnings per share.  For the six and three months ended October 31, 2000, all
exercisable  options were included in the  computation  of diluted  earnings per
share.

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at October 31, 2001 and April 30, 2001 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $3,573,000  and
$3,814,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates.  Such amounts are
billed pursuant to contract terms.

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $4,053,000  and
$4,001,000 at October 31, 2001 and April 30, 2001, respectively,  consist of the
following:

                                          October 31, 2001    April 30, 2001
                                          ----------------    --------------
                                                     (in thousands)

  Raw materials and Component parts           $ 9,441             $ 9,227
  Work in progress and Finished goods          10,090              11,244
                                              -------             -------
                                              $19,531             $20,471
                                              =======             =======



<PAGE>


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

NOTE E - -COMPREHENSIVE INCOME

     For the six months  ended  October 31, 2001 and 2000,  total  comprehensive
income was $1,759,000 and $3,615,000, 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.   Gillam-FEI  - the  products of the  Company's  Belgian  subsidiary  consist
     primarily of wireline synchronization and network monitoring systems.
     The  table  below  presents   information   about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):
                                                Six months ended October 31,
                                                  2001               2000
                                                  ----               ----
  Net sales:
    Commercial Communications                   $16,432            $17,535
    U.S. Government                               1,746              1,587
    Gillam-FEI                                    4,856                590
    less intercompany sales                        (499)                 -
                                                -------            -------
       Consolidated Sales                       $22,535            $19,712
                                                =======            =======
  Operating profit (loss):
    Commercial Communications                   $ 1,661            $ 2,504
    U.S. Government                                 484                325
    Gillam-FEI                                     (239)                86
    Less intercompany transactions                 (107)                 -
    Corporate                                      (399)              (856)
                                                -------            -------
       Consolidated Operating Profit            $ 1,400            $ 2,059
                                                =======            =======

                                             October 31, 2001    April 30, 2001
  Identifiable assets:
    Commercial Communications                   $24,683           $ 25,025
    U.S. Government                               1,497              1,580
    Gillam-FEI                                   18,571             19,237
    less intercompany balances                     (657)              (234)
    Corporate                                    53,290             56,431
                                                -------           --------
       Consolidated Identifiable Assets         $97,384           $102,039
                                                =======           ========








<PAGE>


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

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 areas:
     (i)    "Wireline    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.  In addition,  the Company paid  approximately  $496,000 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                                  496
                                                           -------
     Total purchase price                                  $12,361
                                                           =======

     The Gillam  acquisition  is treated as a purchase.  The  purchase  price is
allocated to net assets acquired of  approximately  $7,282,000 and to intangible
assets,  principally goodwill, of approximately  $5,079,000. On May 1, 2001, the
Company adopted Statement 142 of the Financial Accounting Standards Board ("SFAS
142"), "Goodwill and Other Intangible Assets", under which goodwill is no longer
amortized but is to be tested at least annually for impairment.  The adoption of
SFAS 142 reduces general and  administrative  expenses by approximately  $85,000
per quarter.

     The accompanying  condensed  consolidated  statements of operations for the
six- and  three-month  periods  ended  October 31, 2001,  include the results of
operations of  Gillam-FEI.  The six- and  three-month  periods ended October 31,
2000,  include the results of  operations  of  Gillam-FEI  only from the date of
acquisition.  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,  adjusted to give effect to the  acquisition  of
Gillam-FEI as of the beginning of the period.

     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,  2000,  nor does it  purport  to
represent the results of operations for future periods.

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

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




<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

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 2002
and 2001:
                                           Six months          Three months
                                               Periods ended October 31,
                                         2001      2000       2001      2000
                                         ----      ----       ----      ----
 Net Sales
  Commercial Communications              71.7%     89.0%      71.2%     86.3%
  US Government                           7.7       8.1        6.7       8.2
  Gillam-FEI                             20.6       2.9       22.1       5.5
                                        -----     -----      -----     -----
                                        100.0     100.0      100.0     100.0

 Cost of Sales                           62.2      56.4       61.3      56.6
 Selling and administrative expenses     18.8      21.2       17.7      18.9
 Research and development expenses       12.8      12.0       15.3      10.8
                                        -----     -----      -----     -----
   Operating profit                       6.2      10.4        5.7      13.7

 Other income (expense)- net              4.4       6.7        4.8       6.4
                                        -----     -----      -----     -----
 Pretax Income                           10.6      17.1       10.6      20.1
 Provision for income taxes               3.4       5.6        3.5       6.5
                                        -----     -----      -----     -----
   Net income                             7.2%     11.5%       7.1%     13.6%
                                        =====     =====      =====     =====

     For the six- and  three-month  periods  ended  October 31,  2001,  revenues
increased by $2.8 million  (14%) and by $646,000  (6%),  respectively,  over the
same periods of fiscal year 2001.  Gross  margins on these sales were lower than
in the prior year and the  Company  invested  more in research  and  development
during the  fiscal  2002  periods.  Consequently,  for the six- and  three-month
periods ended October 31, 2001, operating profit decreased by $659,000 (32%) and
$822,000  (56%),  respectively,  and net income  decreased by $646,000 (28%) and
$659,000 (45%), respectively, compared to the same periods of fiscal 2001.

     The Company's consolidated financial statements for the fiscal 2002 periods
include the results of operations of Gillam-FEI, which was acquired in September
2000.  Excluding  Gillam-FEI,  in the six- and three-month periods ended October
31,  2001,  sales  decreased by 5% and 12%,  respectively,  compared to the same
periods in fiscal  2001 as the  Company  experienced  the effects of the general
slowdown in the telecommunications industry. The lower fiscal 2002 sales and the
increased research and development  spending cited above, caused  non-Gillam-FEI
operating profits to decline by $233,000 (12%) and $855,000 (61%), respectively,
and net income to decrease by $408,000 (18%) and $716,000  (50%),  respectively,
compared to the results for the six- and three-month periods of fiscal 2001.

     For the six- and  three-month  periods ended  October 31, 2001,  margins on
commercial  communications  revenues  were  41%  as  compared  to 42%  and  49%,
respectively,  for U.S. Government programs and 25% and 27%,  respectively,  for
Gillam-FEI.  During the comparable periods ended October 31, 2000, gross margins
on commercial  communications  sales were 44% while  margins on U.S.  Government
programs were 39% and 40%, respectively.  The commercial communications and U.S.
Government  margins are within the Company's  expectations given the current mix
of  production  and  long-term  contracts.   Margins  on  Gillam-FEI  sales  are
historically lower than the rest of the Company due to the higher cost structure
in  Europe.  One of the  goals  of the  Company  is to  introduce  products  and
procedures  which will increase  Gillam-FEI's  margins to a level  comparable to
that of the other  segments.  With the present mix of orders and recent contract
bookings,  the  Company  expects to maintain  its profit  margins at or near the
current level for the remainder of fiscal 2002.




<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     Selling  and  administrative  costs  increased  by  $63,000  (2%)  for  the
six-month  period ended  October 31, 2001 and  decreased by $23,000 (1%) for the
three-month  period then ended,  compared  to the same  periods of fiscal  2001.
Excluding Gillam-FEI,  selling and administrative expenses decreased by $848,000
(21%) and $443,000 (23%),  respectively,  over the six- and three-month  periods
ended  October  31,  2000.  The  principle  causes  of these  decreases  are the
approximately  $235,000 reduction in amortization of certain  non-employee stock
options as the options  became  exercisable  in the prior year,  lower  accruals
(approximately  $400,000) for employee incentive plans due to lower profits, and
reduced  legal fees and costs due to a litigation  settlement in fiscal 2001 for
which the  Company  paid  $245,000.  The  Company  anticipates  that fiscal 2002
selling and  administrative  expenses will be  approximately  the same amount as
that  incurred in fiscal  2001,  but,  as a  percentage  of sales,  the ratio is
expected to decrease.

     Research  and  development  costs in the fiscal 2002  periods  increased by
$504,000 (21%) and $595,000  (51%),  respectively,  over the comparable six- and
three-month periods ended October 31, 2000. The Company has used the slowdown in
the telecommunications market as an opportunity to allocate additional resources
to  develop  new  products  that  achieve  higher   performance   and  are  more
cost-effective.  Approximately  15% of  development  spending in the fiscal 2002
periods  were  incurred  by  Gillam-FEI.   The  Company   intends  to  introduce
Gillam-FEI's wireline  synchronization product to the growing U.S market as well
as to the rest of the world. In addition,  the Company is completing development
of a high precision quartz  oscillator,  dubbed the "poor man's rubidium," which
has performance characteristics approaching that of a rubidium oscillator but at
a fraction  of the cost.  In  addition,  development  continues  on  products to
support third generation (3G) wireless  infrastructure  systems,  products which
increase the capability of existing TDMA and GSM systems (2.5G or EDGE), as well
as products for  interconnectivity  with wireline and fiber optic networks.  The
Company expects that as business volume increases in 2002, the level of research
and  development  spending will  approach the Company's  target of 10% of sales.
Internally   generated  cash  and  cash  reserves  are  adequate  to  fund  this
development effort.

     Net  nonoperating  income and expense  decreased  by $320,000  (24%) and by
$142,000 (20%), respectively,  in the six- and three-month periods ended October
31, 2001 as compared to the fiscal 2001 periods.  Investment  income declined by
$317,000  (21%) and $91,000 (12%),  respectively,  as a result of lower interest
rates on  marketable  securities  and a 17%  decrease  in invested  assets.  The
decrease  in the level of  marketable  securities  in fiscal  2002 is due to the
investment in Gillam-FEI  which was made in September 2000.  Interest expense is
approximately  the same in both  fiscal  years.  Other  income  (expense),  net,
consists principally of certain non-recurring  transactions and is generally not
significant to net income.  For the six-month periods ended October 31, 2001 and
2000, the net amounts are approximately the same but for the three-month periods
then ended, the fiscal 2002 period recorded $30,000 of expenses,  net, while the
2001 period recorded $26,000 of income, net.

     The  Company  is  subject  to income  taxes in both the  United  States and
Europe.  The  federal  statutory  rates  vary  from  34% to 40%.  The  Company's
effective  tax  rate is lower  than the  statutory  rates  primarily  due to the
availability of Research and Development Tax Credits in the United States.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position  of $67  million at October  31,  2001 which is  comparable  to working
capital at April 30,  2001.  Included in working  capital at October 31, 2001 is
$34.8 million of cash,  cash  equivalents and marketable  securities,  including
$11.8 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, 2001,  was $2.5 million  compared to $2.3 million in the  comparable  fiscal
2001 period. In fiscal 2002, the Company received $3.0 million for reimbursement
of certain legal  expenses  covered  under  directors'  and officers'  liability
insurance.  This inflow was partially offset by payments against certain accrued
expenses, including income taxes payable of $2.0 million and the payment of cash
bonuses  under  incentive   compensation  plans.  Cash  was  also  generated  by
collections  on accounts  receivable  and  reductions  in  inventory,  offset by
repayment  of amounts due to  customers.  The Company  anticipates  that it will
continue to generate  positive cash flow from operating  activities  this fiscal
year.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     Net cash provided by investing  activities for the six months ended October
31, 2001,  was $7.5  million.  Approximately  $8.5 million was obtained from the
sale  or  redemption  of  certain  marketable  securities,  most  of  which  was
reinvested  in shorter term cash  equivalents.  These inflows were offset by the
acquisition  of capital  equipment for  approximately  $576,000 and  investments
aggregating approximately $437,000 in the Company's China subsidiary,  FEI-Asia,
and a minority  interest  in a Russian  crystal  manufacturer.  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
approximately  $2 million on capital  equipment  during fiscal 2002.  Internally
generated cash will be adequate to acquire this capital equipment.

     Net cash used in financing  activities for the six months ended October 31,
2001,  was $1.5  million  compared to $715,000  for the  comparable  fiscal 2001
period.  Included in both fiscal periods is payment of the Company's  semiannual
dividend in the  aggregate  amount of $829,000 and  $799,000,  respectively.  In
addition,  the Company made  scheduled  debt payments of $573,000 in fiscal 2002
and $517,000 in 2001.  Offsetting the cash outflows is approximately  $71,000 in
fiscal  2002 and  $716,000  in fiscal  2001  received  on the  exercise of stock
options to acquire  approximately  10,000 and 129,000 shares,  respectively,  of
Company stock.

     At October 31, 2001, the Company's  backlog amounted to  approximately  $39
million,  similar to the  backlog at April 30,  2001.  Approximately  69% of the
backlog represent orders for the commercial  communications segment, 18% for the
Gillam-FEI  segment and 13% for the U.S.  Government  segment.  Of this backlog,
approximately 80% is realizable in the next 12 months.



        "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.




















<PAGE>


                                     PART II

ITEM 1 - Legal Proceedings

     On March 14,  2000,  FEI  commenced  an action in the state  court  against
National Union Fire Insurance of Pittsburgh, PA ("National").  The complaint set
forth causes of action for declaratory  judgment and breach of contract relating
to certain directors and officers'  liability  insurance  policies in connection
with the Muller qui tam action and  certain  other  litigations.  Pursuant  to a
Settlement  Agreement  dated April 18,  2001,  the action  against  National was
settled, FEI was paid $3.0 million representing the full amount of the available
coverage under the applicable  National policy,  FEI released its claims and the
action was discontinued.


ITEM 6 - Exhibits and Reports on Form 8-K

     (a)  Exhibits - None

     (b)  Registrant's  Form 8-K and 8-K/A,  dated  October 3, 2001,  containing
          disclosure under Item 5 thereof (declaration of semi-annual dividend),
          was filed  with the  Securities  and  Exchange  Commission  during the
          quarter ended October 31, 2001.







































<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 17, 2001              BY      /s/ Joseph P. Franklin
                                              ----------------------
                                                  Joseph P. Franklin
                                          Chairman of the Board of Directors


Date: December 17, 2001               BY      /s/ Alan Miller
                                             ----------------
                                                  Alan Miller
                                             Chief Financial Officer
                                                and Controller