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 January 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 March 9, 2001 - 8,286,660

                                  Page 1 of 15






<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX

Part I.  Financial Information:                                      Page No.

  Item 1 - Financial Statements:

      Consolidated Condensed Balance Sheets -
          January 31, 2001 and April 30, 2000                          3-4

      Consolidated Condensed Statements of Operations

          Nine months Ended January 31, 2001 and 2000                   5

      Consolidated Condensed Statements of Operations

          Three Months Ended January 31, 2001 and 2000                  6

      Consolidated Condensed Statements of Cash Flows

          Nine months Ended January 31, 2001 and 2000                   7

      Notes to Consolidated Condensed Financial Statements             8-10

  Item 2 - Management's Discussion and Analysis of

          Financial Condition and Results of Operations                11-14


Part II.  Other Information:

       Item 1 - Legal Proceedings                                      14

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

       Signatures                                                      15












                                     2 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                      Consolidated Condensed Balance Sheets

                                                 January 31,         April 30,
                                                    2001               2000
                                                    ----               ----
                                                 (UNAUDITED)         (NOTE A)
                                                        (In thousands)

ASSETS:

Current assets:
        Cash and cash equivalents                $  3,951           $ 4,994

        Marketable securities                      33,875            36,013

        Accounts receivable, net                   15,975             9,590

        Inventories                                21,127            13,307

        Deferred income taxes                       1,234             1,940

        Prepaid and other                           1,324             1,329
                                                 --------           -------

                  Total current assets             77,486            67,173

Property, plant and equipment, net                 11,845             9,040

Deferred income taxes                               1,459               600

Intangible assets                                   5,532                 -

Other assets                                        4,576             4,034
                                                 --------           -------

              Total assets                       $100,898           $80,847
                                                 ========           =======

















                See accompanying notes to consolidated condensed
                             financial statements.

                                     3 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                Consolidated Condensed Balance Sheets (Continued)

                                                     January 31,       April 30,
                                                        2001             2000
                                                        ----             ----
                                                     (UNAUDITED)       (NOTE A)
                                                            (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Current maturities of long-term debt                $    793                -
  Accounts payable - trade                               3,662          $ 1,019
  Accrued liabilities and other                          7,876            3,989
                                                      --------          -------
            Total current liabilities                   12,331            5,008

Deferred compensation                                    5,725            5,276
Deposit liability and other                             12,523           11,573
                                                      --------          -------
            Total liabilities                           30,579           21,857
                                                      --------          -------

Minority interest in subsidiary                            208                -

Stockholders' equity:
  Preferred stock  - $1.00 par value                       -0-              -0-
  Common stock  -  $1.00 par value                       9,164            9,009
  Additional paid - in capital                          42,913           37,929
  Retained earnings                                     20,321           17,239
                                                      --------          -------
                                                        72,398           64,177

  Common stock  reacquired and held in treasury
    -at cost, 877,279 shares at January 31,
     2001 and 1,016,552 shares at April 30, 2000        (3,258)          (3,644)
  Other stockholders' equity                              (126)            (135)
  Accumulated other comprehensive income (loss)          1,097           (1,408)
                                                      --------          -------
            Total stockholders' equity                  70,111           58,990
                                                      --------          -------

        Total liabilities and stockholders' equity    $100,898          $80,847
                                                      ========          =======













                See accompanying notes to consolidated condensed
                             financial statements.

                                     4 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Consolidated Condensed Statements of Operations

                          Nine Months Ended January 31,

                                   (Unaudited)

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


Net Sales                                         $34,905          $18,617
Cost of sales                                      20,470           10,400
                                                  -------          -------
          Gross margin                             14,435            8,217

Selling and administrative expenses                 7,145            3,822
Research and development expenses                   3,500            3,625
                                                  -------          -------
          Operating profit                          3,790              770

Other income (expense):
     Investment income                              2,423            2,891
     Interest expense                                (242)            (235)
     Other income (expense), net                      (39)            (191)
                                                  -------          -------
Earnings before minority interest and
        provision for income taxes                  5,932            3,235

Minority interest in income of
        consolidated subsidiary                         4                -
                                                  -------          -------
Earnings before provision for income taxes          5,928            3,235

Income tax provision                                2,018            1,110
                                                  -------          -------
Net earnings                                      $ 3,910          $ 2,125
                                                  =======          =======


Net earnings per common share
        Basic                                      $ 0.48           $ 0.28
                                                   ======           ======
        Diluted                                    $ 0.46           $ 0.27
                                                   ======           ======
Average shares outstanding
        Basic                                    8,167,970        7,583,586
                                                 =========        =========
        Diluted                                  8,464,346        7,950,670
                                                 =========        =========











                See accompanying notes to consolidated condensed
                             financial statements.

                                     5 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Consolidated Condensed Statements of Operations

                         Three Months Ended January 31,

                                   (Unaudited)

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

Net Sales                                           $15,193        $ 7,117
Cost of sales                                         9,361          3,973
                                                    -------        -------
          Gross Margin                                5,832          3,144

Selling and administrative expenses                   2,967          1,498
Research and development expenses                     1,134          1,135
                                                    -------         ------
          Operating profit                            1,731            511

Other income (expense)
     Investment income                                  929          1,581
     Interest expense                                   (92)           (74)
     Other income (expense), net                         (9)          (215)
                                                    -------        -------
Earnings before minority interest and
        provision for income taxes                    2,559          1,803

Minority interest in income of
        consolidated subsidiary                           3              -
                                                    -------        -------
Earnings before provision for income taxes            2,556          1,803

Income tax provision                                    923            600
                                                    -------        -------
Net earnings                                        $ 1,633        $ 1,203
                                                    =======        =======


Net earnings per common share
        Basic                                        $ 0.20         $ 0.16
                                                     ======         ======
        Diluted                                      $ 0.19         $ 0.15
                                                     ======         ======
Average shares outstanding
        Basic                                      8,285,506       7,543,659
                                                   =========       =========
        Diluted                                    8,554,436       7,945,919
                                                   =========       =========










                See accompanying notes to consolidated condensed
                             financial statements.

                                     6 of 15


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

                 Consolidated Condensed Statements of Cash Flows

                          Nine months Ended January 31,
                                   (Unaudited)

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

Cash flows from operating activities:
  Net earnings                                          $ 3,910        $ 2,125
  Gain on sale of marketable securities                    (456)        (1,273)
  Non-cash charges to earnings                            2,135          2,192
  Net changes in other assets and liabilities              (610)           839
                                                        -------        -------
Net cash provided by operating activities                 4,979          3,883

Cash flows from investing activities:
  Payment for acquisition, net of cash acquired          (8,208)             -
  Proceeds from sale of marketable securities             7,150          6,717
  Purchase of marketable securities                      (2,317)        (3,303)
  Other - net                                            (1,027)          (592)
                                                        -------        -------
Net cash (used in) provided by investing activities      (4,402)         2,822

Cash flows from financing activities:
  Payment of cash dividend                               (1,627)        (1,532)
  Payment of debt                                          (573)          (529)
  Proceeds from stock option exercises                      716            382
  Other - net                                              (175)             -
                                                        -------        -------
Net cash used in financing activities                    (1,659)        (1,679)

Effect of exchange rate changes
on cash and cash equivalents                                 39              -
                                                        -------        -------

  Net (decrease) increase in cash                        (1,043)         5,026

  Cash at beginning of period                             4,994            567
                                                        -------        -------
  Cash at end of period                                 $ 3,951        $ 5,593
                                                        =======        =======














                See accompanying notes to consolidated condensed
                             financial statements.

                                     7 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
     consolidated condensed interim financial statements reflect all adjustments
     (which  include  only normal  recurring  adjustments)  necessary to present
     fairly, in all material  respects,  the consolidated  financial position of
     the Company as of January 31,  2001 and the results of its  operations  and
     cash flows for the nine and three months  ended  January 31, 2001 and 2000.
     The April 30, 2000  consolidated  condensed  balance sheet was derived from
     audited financial statements.  Certain information and footnote disclosures
     normally  included in  financial  statements  prepared in  accordance  with
     generally accepted accounting principles have been condensed or omitted. It
     is suggested that these consolidated condensed financial statements be read
     in conjunction with the financial  statements and notes thereto included in
     the Company's April 30, 2000 Annual Report to Stockholders.  The results of
     operations for such interim periods are not  necessarily  indicative of the
     operating results for the full year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of  the weighted average shares outstanding  for basic  and
     diluted Earnings Per Share are as follows:
                                               Periods ended January 31,
                                         Nine months            Three months
                                         -----------            ------------
                                      2001        2000        2001        2000
                                      ----        ----        ----        ----
  Basic EPS Shares outstanding
    (weighted average)             8,167,970   7,583,586   8,285,506   7,543,659
  Effect of Dilutive Securities      296,376     367,084     268,930     402,260
                                   ---------   ---------   ---------   ---------
  Diluted EPS Shares outstanding   8,464,346   7,950,670   8,554,436   7,945,919
                                   =========   =========   =========   =========

     Options  to  purchase  265,000  and  258,375  shares of common  stock  were
     outstanding during the nine- and three-month periods ended January 31, 2001
     and 2000, respectively, 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.

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at January 31, 2001 and April 30, 2000 include  costs
     and  estimated  earnings  in excess of billings  on  uncompleted  contracts
     accounted  for on the  percentage  of  completion  basis  of  approximately
     $2,499,000 and $2,584,000,  respectively.  Such amounts  represent  revenue
     recognized on long-term  contracts  that had not been billed at the balance
     sheet dates. Such amounts are billed pursuant to contract terms.

NOTE D - INVENTORIES

        Inventories,  which are  reported  net of  reserves  of  $1,180,000  and
$1,188,000 at January 31, 2001 and April 30, 2000, respectively,  consist of the
following:

                                         January 31, 2001       April 30, 2000
                                         ----------------       --------------
                                                     (In thousands)

   Raw materials and Component parts          $ 8,582            $  6,188
   Work in progress                            12,545               7,119
                                             --------            --------
                                              $21,127             $13,307
                                              =======             =======

                                     8 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE E -COMPREHENSIVE INCOME

     For the nine months ended  January 31, 2001 and 2000,  total  comprehensive
     income was $5,524,000 and $965,000,  respectively. For the third quarter of
     fiscal  years  2001 and  2000,  comprehensive  income  was  $1,910,000  and
     $1,551,000, respectively.

NOTE F - SEGMENT INFORMATION

The Company operates under three reportable segments:

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

        The table  below  presents  information  about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):

                                             Nine months ended January 31,
                                                2001               2000
                                                ----               ----
Net sales:
  Commercial Communications                   $27,865            $15,837
  U.S. Government                               2,610              2,780
  Wireline and Network Synchronization          4,508                  0
  less intercompany sales                         (78)                 -
                                              -------            -------
     Consolidated Sales                       $34,905            $18,617
                                              =======            =======
Operating profit (loss):
  Commercial Communications                   $ 4,206             $  657
  U.S. Government                                 513                689
  Wireline and Network Synchronization            186                  0
  Corporate                                    (1,115)              (576)
                                              -------             ------
     Consolidated Operating Profit            $ 3,790             $  770
                                              =======             ======

                                         January 31, 2001    April 30, 2000
                                         ----------------    --------------
Identifiable assets:
  Commercial Communications                  $ 23,353            $18,447
  U.S. Government                               1,898              4,450
  Wireline and Network Synchronization         21,305                  0
  Corporate                                    54,342             57,950
                                            ---------           --------
     Consolidated Identifiable Assets        $100,898            $80,847
                                             ========            =======

NOTE G - ACQUISITION OF GILLAM S.A.

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

                                     9 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

      (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  $487,000 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                                  487
                                                             -------
       Total purchase price                                  $12,352
                                                             =======

     The Gillam  acquisition  is treated as a purchase.  The  purchase  price is
     allocated  to  net  assets  acquired  of  approximately  $7,422,000  and to
     intangible  assets,  principally  goodwill,  of  approximately  $4,930,000.
     Goodwill will be amortized on the straightline method over 15 years.

     The accompanying  condensed  consolidated  statements of operations for the
     nine- and three-month  periods ended January 31, 2001,  include the results
     of operations of Gillam from September 13, 2000 through  December 31, 2000.
     (Gillam  will  retain  its  April 1 to March 31 fiscal  year for  financial
     reporting purposes.) The pro forma financial information set forth below is
     based upon the Company's historical  consolidated  statements of operations
     for the nine  months  ended  January  31,  2001 and 2000,  adjusted to give
     effect to the  acquisition  of Gillam  as of the  beginning  of each of the
     periods presented.

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

                                                       Pro forma
                                             Nine months ended January 31
                                              2001                 2000
                                              ----                 ----
                                         (In thousands except per share data)

     Net Sales                              $39,374               $29,260
                                            -------               -------
     Operating Profit                        $3,505               $ 1,276
                                             ------               -------
     Income from continuing operations       $3,510               $ 2,118
                                             ======               =======
     Earnings per share- basic               $ 0.43                $ 0.27
                                             ======                ======
     Earnings per share- diluted             $ 0.41               $ 0.26
                                             ======                ======




                                    10 of 15


<PAGE>


Item 2.

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

RESULTS OF OPERATIONS

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

                                           Nine months           Three months
                                                Periods ended January 31,
                                         2001       2000       2001       2000
                                         ----       ----       ----       ----
 Net Sales
  Commercial Communications              79.6%      85.1%      67.5%      83.9%
  US Government                           7.5       14.9        6.7       16.1
  Wireline and Network
        Synchronization                  12.9        0.0       25.8        0.0
                                        -----      -----      -----      -----
                                        100.0      100.0      100.0      100.0

 Cost of Sales                           58.6       55.9       61.6       55.8
 Selling and administrative expenses     20.5       20.5       19.5       21.1
 Research and development expenses       10.0       19.5        7.5       15.9
                                        -----      -----      -----      -----
  Operating profit                       10.9        4.1       11.4        7.2

 Other income (expense)- net              6.1       13.2        5.4       18.1
                                        -----      -----      -----      -----
 Pretax Income                           17.0       17.3       16.8       25.3
 Provision for income taxes               5.8        5.9        6.1        8.4
                                        -----      -----      -----      -----
        Net earnings                     11.2%      11.4%      10.7%      16.9%
                                         ====       ====       ====       ====

On September 13, 2000, the Company completed  its  acquisition  of  Gillam S.A.,
since renamed Gillam-FEI.  The consolidated financial statements of the  Company
were impacted by this acquisition by inclusion of the results of operations  for
Gillam-FEI for the period from September 13, 2000 through December 31, 2000, the
end  of Gillam-FEI's fiscal third quarter.

For the nine- and  three-month  periods  ended  January 31, 2001,  the Company's
revenues  increased  by 87% and 113%,  respectively,  over the same  periods  of
fiscal 2000.  Similarly,  operating  profit increased by $3.0 million (392%) and
$1.2 million  (239%),  respectively,  and net income  improved by $1.78  million
(84%) and $430,000 (36%), respectively.  Excluding Gillam-FEI,  revenues for the
fiscal  2001  periods  increased  by 63% and  59%,  respectively,  over the same
periods of fiscal 2000 and net income increased by 82% and 33%, respectively.

These  outstanding  results  derive  from  continued  growth in  demand  for the
Company's leading edge technology products,  which include timing, frequency and
synchronization  applications for wireless, wireline and optical networks, along
with ongoing space and defense  projects.  The Company  expects  demand for such
products  to  continue  to  grow.  Consequently,  the  Company  will  experience
continued  growth  in  revenue  and  profitability.  The rate of such  growth is
dependent on the specific requirements of the Company's customers which may vary
over time.

Gross margins for the nine- and three-month  periods of fiscal 2001 were 41% and
38%,  respectively,  compared to 44% for each of the same periods  ended January
31, 2000.  Cost of sales in fiscal 2001  includes the  writedown of a portion of
the "step-up"  value of acquired  inventory  resulting  from the  acquisition of
Gillam-FEI.  This reduced  gross margin by $142,000 in both fiscal 2001 periods.
Margins  on  commercial  revenues,   including  Gillam-FEI,  were  42%  for  the
nine-month  period and 38% for the  three-month  period  ended  January 31, 2001
while gross margins on US Government revenues were 38% in each of the periods.

                                    11 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

The reduced  gross margin rates in the fiscal 2001 periods are  attributable  to
product  mix,  including  the impact of  revenues  from the  Company's  European
subsidiaries  where the cost  structure is typically  greater than in the United
States.  In  addition,  during the fiscal  2001  periods,  the  Company has been
engaged in two significant  development efforts which are  customer-funded.  The
costs  of  these  efforts,  which  approximate  the  revenue  recognized  on the
contracts,  are a component of cost of sales. If these development contracts are
excluded,  aggregate  gross  margins for each of the fiscal 2001  periods  would
exceed 40%. The Company  targets its overall  gross margin rate to exceed 40% of
consolidated  sales but the actual rate  realized  from  quarter to quarter will
vary, as illustrated above.

Selling and  administrative  costs for the nine- and  three-month  periods ended
January 31,  2001,  increased by $3.32  million  (87%) and $1.47  million  (98%)
compared to the same periods of fiscal year 2000. Excluding expenses incurred by
Gillam-FEI,  including  amortization of goodwill of approximately  $100,000, the
increases  would be 66% and 52%,  respectively.  Of the increase,  approximately
$219,000 is attributable to settlement of certain  litigation (see Part II, Item
1- Legal  Proceedings)  and related legal costs of $432,000  incurred during the
nine-month  period.  Excluding  these  litigation-related   costs,  selling  and
administrative  expense as a percentage  of sales would be less than 20% for the
nine-month  period ended January 31, 2001,  which is within the Company's target
for  these  costs.  However,  the  absolute  dollar  spending  for  selling  and
administrative  expenses is expected  to  increase as the Company  continues  to
grow.  Examples of this growth include the cost of additional support personnel,
greater  sales  and  marketing  expenditures,  including  commissions  to  sales
representatives,  and increases for management incentive  compensation  programs
based  on  increased  profitability.   In  addition,   amortization  of  certain
non-employee stock options was approximately  $230,000 greater in the nine-month
period ended January 31, 2001 than that recorded in the comparable period of the
prior year as a result of the rising value of the Company's common stock.

Research and development  costs in the nine-month  period ended January 31, 2001
decreased by $125,000 (3%)  compared to the same period of fiscal 2000.  For the
three-months  ended  January  31,  2001  and  2000,   development  spending  was
essentially the same in each period.  Development spending by Gillam-FEI was not
significant  for the fiscal 2001 periods.  The apparent  slowing of research and
development   spending  is  not  indicative  of  a  decrease  in  the  Company's
development  efforts.  As indicated  above,  some of the  Company's  development
spending during fiscal 2001 was  customer-funded,  thus  decreasing  self-funded
research and development  expenditures but increasing cost of sales. The Company
continues  to devote  significant  resources to develop new products and enhance
existing  products for the  commercial  communications  market.  The products in
development  will be used to increase the  capability  of existing  TDMA and GSM
systems (2.5G and EDGE) and to support the development of third  generation (3G)
wireless  networks.  The  Company is  supplying  these  products  for  beta-site
field-testing  of 2.5G and 3G systems.  In response to the large domestic demand
and growing need for highly sophisticated  wireline  synchronization  units, the
Company  is  accelerating  its  development  effort  to  configure  Gillam-FEI's
wireline  synchronization units to U.S. standards for introduction into domestic
networks.  In addition,  during the second  quarter of fiscal 2001,  the Company
delivered  the first R/T  (receive/transmit)  modules that utilize the Company's
proprietary  microwave  technology  to increase  the  throughput  of fiber optic
networks.  The Company  anticipates that research and development  spending will
continue  at  approximately  the same level for the  remainder  of fiscal  2001,
targeting  aggregate  spending  at  approximately  10% of  revenues.  Internally
generated  cash and cash  reserves  will be  adequate  to fund this  development
effort.

Net  nonoperating  income and expense  decreased by $323,000  (13%) and $464,000
(36%) in the nine- and  three-month  periods  ended  January  31,  2001 from the
comparable  fiscal 2000 periods.  Investment  income decreased by $468,000 (16%)
and  $652,000  (41%),  respectively,  in the fiscal year 2001  periods  over the
comparable  2000 periods.  This is principally  the result of lower net realized
gains on the sale of certain marketable securities  during  the third quarter of

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<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

fiscal 2001 versus gains realized in fiscal 2000.  Interest  expense,  including
Gillam-FEI, was approximately the same in both the fiscal 2001 and 2000 periods.
Other income (expense), net, which consists principally of certain non-recurring
transactions,  was a net  expense  of  $39,000  and  $9,000  for the  nine-  and
three-month  periods of fiscal 2001 versus  expense of $191,000  and $215,000 in
the same periods of fiscal 2000. The fiscal 2000 periods  included  professional
fees incurred in connection  with the acquisition and subsequent sale of certain
marketable  securities  and $90,000 in settlement  of prior year property  taxes
related to the Company's  former real estate  holdings.  The net amount of these
items is generally nominal.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $65 million at January 31, 2001 compared to working capital at April
30,  2000,  of $62 million.  Included in working  capital at January 31, 2001 is
approximately  $38 million of cash, cash equivalents and marketable  securities,
including $12 million of REIT units which are convertible to Reckson  Associates
Realty Corp. common stock.

Net cash provided by operating  activities for the nine months ended January 31,
2001,  was $5.0  million  compared to a net cash  inflow of $3.9  million in the
comparable  fiscal  2000  period.  The  increase  in cash flow in fiscal 2001 is
primarily due to the $1.8 million improvement in earnings plus growth in accrued
liabilities and accounts payable offset by a $2.5 million increase in inventory.
Due to long lead  time  requirements  for  certain  component  parts and work in
process  inventory,  the Company has built up its  inventory  levels in order to
meet the increased demand for its products. The Company anticipates that it will
continue  to  generate  positive  cash flow from  operating  activities  for the
balance of fiscal year 2001 and into the following fiscal year.

Net cash used in  investing  activities  for the nine months  ended  January 31,
2001, was $4.4 million.  The major transaction  during the nine-month period was
the  acquisition  of the shares of Gillam  S.A.  for which the  Company  paid an
aggregate  of $8.9  million,  including  transaction  costs.  This  purchase was
partially  funded  by  the  redemption  of  certain  marketable   securities  of
approximately  $6.2  million  and  was  also  offset  by the  acquired  cash  of
Gillam-FEI of approximately  $758,000.  The Company also acquired and sold other
marketable  securities  that  resulted  in a net  application  of  cash  of $1.4
million. The Company may continue to acquire or redeem marketable  securities as
dictated by its investment opportunities as well as by the cash requirements for
its development activities.  In addition, the Company acquired capital equipment
for  approximately  $1.03  million.  The Company  will  continue to acquire more
efficient equipment to automate its test and production  processes and to expand
its production  capabilities.  The Company intends to spend  approximately  $1.5
million on capital  equipment  during  fiscal 2001 and is  targeting to spend an
additional  $1.5  million  in fiscal  2002.  Internally  generated  cash will be
adequate to acquire this capital equipment.

Net cash used in  financing  activities  for the nine months  ended  January 31,
2001,  was $1.66  million  which is  comparable  to the amount  used in the same
period of fiscal  2000.  Included  in the fiscal  2001  amount is payment of the
Company's  semi-annual  dividend in the aggregate  amount of $1.63  million.  An
additional  $748,000 was used to make regularly  scheduled  long-term  liability
payments,  including $573,000 paid by Gillam-FEI.  These outflows were partially
offset  by  receipts  of  $716,000  from  certain   employees  and   independent
contractors in connection with stock option exercises.

Backlog

At January 31, 2001, the Company's backlog amounted to approximately $48 million
compared to the  approximately  $24 million  backlog at April 30, 2000.  Of this
backlog,  approximately  $9 million is attributable  to Gillam-FEI.  The Company
expects to realize more than 90% of this backlog in the next 12 months.

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<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

Foreign Currency Exchange Exposure

Included  in the  Company's  balance  sheet  and  statement  of cash  flows  are
adjustments  for foreign  currency  fluctuations.  During the nine-month  period
ended January 31, 2001, such fluctuations added $39,000 of cash to the Company's
reported balance sheet. In the equity section of the balance sheet,  included in
accumulated other comprehensive income is a foreign currency translation gain of
$1,162,000.  As  indicated  by the  recent  volatility  experienced  in rates of
exchange between the US dollar and the Euro,  future currency  adjustments could
be  substantial.  The  Company has not  entered  into any  hedging  transactions
relative to foreign exchange issues but may do so in the future.

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

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

                                     PART II

ITEM 1 - Legal Proceedings

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

ITEM 6 - Exhibits and Reports on Form 8-K

    (a)  Exhibits - None

    (b)  On  March  14,  2001,  Registrant's  report  on  Form  8-K,  containing
         disclosure under Item 5 thereof (declaration of semi-annual  dividend),
         was filed with the Securities and Exchange Commission.

    (c)  On November  27,  2000,  Registrant  filed with the SEC an amendment to
         Form  8-K   containing   disclosures   under  Item  2-  Acquisition  or
         Disposition  of Assets and Item 7- Financial  Statements  and Exhibits,
         reporting the audited financial  statements of Gillam S.A. for the year
         ended  March 31,  2000 and the pro forma  financial  statements  of the
         Registrant for the year ended April 30, 2000.

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

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<PAGE>


                                   SIGNATURES

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

                                       FREQUENCY ELECTRONICS, INC.
                                                (Registrant)

Date:  March 19, 2001                  BY  /s/ Joseph P. Franklin
                                           ----------------------
                                               Joseph P. Franklin
                                               Chairman of the Board

Date: March 19, 2001                   BY  /s/ Alan Miller
                                           ---------------
                                               Alan Miller
                                               Chief Financial Officer
                                               and Treasurer
























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