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, 2000

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
March 9, 2000 - 7,957,782


                                  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, 2000 and April 30, 1999                      3-4

      Consolidated Condensed Statements of Operations
          Nine Months Ended January 31, 2000 and 1999               5

      Consolidated Condensed Statements of Operations
          Three Months Ended January 31, 2000 and 1999              6

      Consolidated Condensed Statements of Cash Flows
          Nine Months Ended January 31, 2000 and 1999               7

      Notes to Consolidated Condensed Financial Statements         8-10

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations           10-13


Part II.  Other Information:

       Item 1 - Legal Proceedings                                  14

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

       Signatures                                                  15





















                                     2 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                      Consolidated Condensed Balance Sheets



                                              January 31,       April 30,
                                                 2000             1999
                                              (UNAUDITED)       (NOTE A)
                                                     (In thousands)

ASSETS:

Current assets:

        Cash and cash equivalents              $ 5,593          $   567

        Marketable securities                   35,076           38,720

        Accounts receivable, net                 9,889           12,190

        Inventories                             10,789            9,696

        Deferred income taxes                    2,956            2,336

        Prepaid and other                          967            1,182
                                               -------          -------

                  Total current assets          65,270           64,691

Property, plant and equipment, net               9,273            9,489

Deferred income taxes                              545              500

Other assets                                     3,734            3,675
                                               -------          -------

                  Total assets                 $78,822          $78,355
                                               =======          =======


















           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,
                                                        2000            1999
                                                     (UNAUDITED)       (NOTE A)
                                                            (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Current maturities of long-term debt         $   114          $   489
        Accounts payable - trade                         411              837
        Dividend payable                                   -              766
        Accrued liabilities and other                  3,481            2,797
                                                     -------          -------
            Total current liabilities                  4,006            4,889

Deferred compensation                                  5,248            5,165
Deposit liability and other                           11,630           11,794
                                                     -------          -------
            Total liabilities                         20,884           21,848
                                                     -------          -------
Stockholders' equity:
        Preferred stock  - $1.00 par value               -0-              -0-
        Common stock  -  $1.00 par value               9,009            9,009
        Additional paid - in capital                  37,418           36,940
        Retained earnings                             17,020           15,653
                                                      ------           ------
                                                      63,447           61,602
        Common stock reacquired and held in
         treasury - at cost, 1,285,384 shares
         at January 31, 2000 and 1,346,850
         shares at April 30, 1999                     (3,879)          (4,058)
        Unamortized ESOP debt                           (125)            (500)
        Notes receivable  - common stock                (116)            (287)
        Unearned compensation                            (26)             (47)
        Accumulated other comprehensive loss          (1,363)            (203)
                                                     -------          -------
            Total stockholders' equity                57,938           56,507
                                                     -------          -------
Total liabilities and stockholders' equity           $78,822          $78,355
                                                     =======          =======












           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)

                                                   2000               1999
                                            (In thousands except per share data)


Net Sales                                         $18,617           $16,255
                                                  -------           -------

Cost of sales                                      10,400            10,953
Insurance reimbursement                                 -            (4,500)
Selling and administrative expenses                 3,822             3,597
Research and development expenses                   3,625             3,640
                                                  -------           -------
        Total operating expenses                   17,847            13,690
                                                  -------           -------
             Operating profit                         770             2,565

Other income (expense):
     Investment income                              2,891             1,608
     Interest expense                                (235)             (254)
     Other income (expense), net                     (191)              (49)
                                                  -------           -------
Earnings before provision for
        income taxes                                3,235             3,870

Income tax provision
        Current                                     1,000             1,100
        Deferred                                      110               400
                                                  -------           -------
                                                    1,110             1,500
                                                  -------           -------
Net earnings                                      $ 2,125           $ 2,370
                                                  =======           =======

Net earnings per common share
        Basic                                     $  0.28           $  0.32
                                                  =======           =======
        Diluted                                   $  0.27           $  0.30
                                                  =======           =======

Average shares outstanding
        Basic                                    7,583,586         7,488,435
                                                 =========         =========
        Diluted                                  7,950,670         7,831,931
                                                 =========         =========








           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)


                                                   2000               1999
                                            (In thousands except per share data)


Net Sales                                        $ 7,117            $ 3,060
                                                 -------            -------
Cost of sales                                      3,973              2,172
Selling and administrative expenses                1,498              1,277
Research and development expenses                  1,135              1,674
                                                 -------            -------
        Total operating expenses                   6,606              5,123
                                                 -------            -------
             Operating profit (loss)                 511             (2,063)

Other income (expense)
     Investment income                             1,581                517
     Interest expense                                (74)               (80)
     Other income (expense), net                    (215)               (31)
                                                 -------            -------
Earnings (loss) before provision (benefit)
        for income taxes                           1,803             (1,657)

Income tax provision (benefit)
        Current                                      800               (300)
        Deferred                                    (200)                 -
                                                 -------            -------
                                                     600               (300)
                                                 -------            -------
Net earnings (loss)                              $ 1,203           ($ 1,357)
                                                 =======            =======

Net earnings (loss) per common share
        Basic                                     $ 0.16            ($ 0.18)
                                                  ======             ======
        Diluted                                   $ 0.15            ($ 0.18)
                                                  ======             ======
Average shares outstanding
        Basic                                   7,543,659          7,502,916
                                                =========          =========
        Diluted                                 7,945,919          7,502,916
                                                =========          =========









           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)


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

Cash flows from operating activities:
  Net earnings                                        $ 2,125        $ 2,370
  Gain on sale of marketable securities                (1,273)             -
  Non-cash charges to earnings                          2,192          2,086
  Litigation settlement - reserve (payment)               200         (8,000)
  Net changes in other assets and liabilities             639          1,691
                                                      -------        -------
Net cash provided by (used in) operating activities     3,883         (1,853)

Cash flows from investing activities:
  Proceeds from sale of marketable securities           6,717              -
  Purchase of marketable securities                    (3,303)        (2,853)
  Other - net                                            (592)          (946)
                                                      -------        -------
Net cash provided by (used in) investing activities     2,822         (3,799)

Cash flows from financing activities:
  Payment of cash dividend                             (1,532)        (1,539)
  Principal payments of long-term debt
     and deposit liability                               (529)          (486)
  Purchase of treasury stock                                -           (349)
  Payments from employees for exercise
     of stock options or notes receivable                 382             72
                                                      -------        -------
Net cash used in financing activities                  (1,679)        (2,302)
                                                      -------        -------
         Net increase (decrease) in cash                5,026         (7,954)

         Cash at beginning of period                      567          8,725
                                                      -------        -------
         Cash at end of period                        $ 5,593        $   771
                                                      =======        =======















           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 Company's  consolidated  financial
     position,  results of  operations  and cash  flows for each of the  periods
     presented.  The April 30, 1999  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, 1999 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
                                            -----------          ------------
                                         2000       1999       2000       1999
                                         ----       ----       ----       ----
      Basic EPS Shares outstanding
        (weighted average)            7,583,586  7,488,435  7,543,659  7,502,916
      Effect of Dilutive Securities     367,084    343,496    402,260         **
                                      ---------  ---------  ---------  ---------
      Diluted EPS Shares outstanding  7,950,670  7,831,931  7,945,919  7,502,916
                                      =========  =========  =========  =========

       **Dilutive  securities  are  excluded  for the three month  period  ended
         January  31,  1999  since  the   inclusion  of  such  shares  would  be
         antidilutive due to the net loss for the quarter then ended.

     Options to purchase  258,375  shares of common stock that were  outstanding
     during both the nine and three months ended  January 31, 2000,  and 265,000
     shares for the  comparable  periods in fiscal 1999 were not included in the
     computation  of diluted  earnings  per share  since the  inclusion  of such
     options would have been antidilutive.

NOTE C - DEFERRED INCOME TAXES

     The  Company  records  deferred  income  taxes  based upon the  differences
     between the  financial  statement  and tax bases of assets and  liabilities
     using enacted tax rates in effect for the year in which the differences are
     expected to reverse.  The principal  components of deferred taxes relate to
     the  timing  of  deductibility  of  certain  employee  benefits,  inventory
     reserves,  depreciation of property, plant and equipment, the deferred gain
     on the building sale, research and development tax credit carryforwards and
     the net operating loss carryforward. As a result of continued profitability
     and a deferred  gain from the 1998 real  estate  transactions,  the Company
     expects to fully utilize its tax net operating loss carryforward.

NOTE D - ACCOUNTS RECEIVABLE

     Accounts  receivable  at January 31, 2000 and April 30, 1999 include  costs
     and  estimated  earnings  in excess of billings  on  uncompleted  contracts
     accounted  for on the  percentage  of  completion  basis  of  approximately
     $3,817,000 and $6,657,000,  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.

                                     8 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)


NOTE E - INVENTORIES

     Inventories,  which are reported net of reserves of  $1,054,000  at January
     31, 2000 and April 30, 1999, respectively, consist of the following:

                                            January 31, 2000     April 30, 1999
                                                        (In thousands)
         Raw materials and Component parts      $ 3,531             $ 3,028
         Work in progress                         7,258               6,668
                                                -------             -------
                                                $10,789             $ 9,696
                                                =======             =======

NOTE F - SEGMENT INFORMATION

     The Company operates under two reportable segments:
       1.    Commercial wireless  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.
     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,
                                                   2000              1999
                                                   ----              ----
     Net sales:
         Wireless Communications                 $15,837            $13,274
         U.S. Government                           2,780              2,981
                                                 -------            -------
            Consolidated Sales                   $18,617            $16,255
                                                 =======            =======
     Operating profit (loss):
         Wireless Communications                 $   657            $(1,558)
         U.S. Government                             689               (146)
         Corporate                                  (576)             4,269
                                                 -------            -------
            Consolidated Operating Profit        $   770            $ 2,565
                                                 =======            =======

                                            January 31, 2000    April 30, 1999
                                            ----------------    --------------
     Identifiable assets:
         Wireless Communications                 $16,271            $16,968
         U.S. Government                           4,406              4,918
         Corporate                                58,145             56,469
                                                 -------            -------
            Consolidated Identifiable Assets     $78,822            $78,355
                                                 =======            =======

NOTE G - COMPREHENSIVE INCOME

     During  the   nine-month   periods   ended   January  31,  2000  and  1999,
     comprehensive  income was $965,000 and  $2,054,000,  respectively.  For the
     third  quarter of fiscal years 2000 and 1999,  comprehensive  income (loss)
     was $1,551,000 and ($1,198,000), respectively.

                                     9 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE H -INSURANCE REIMBURSEMENT AND CONTINGENCIES

     On October 21, 1998, Frequency Electronics,  Inc. ("FEI") settled its claim
     with  the  Associated  International  Insurance  Company  under  applicable
     directors and officers coverage and, on November 17, 1998, received payment
     in the  amount  of $4.5  million.  The  reimbursement  was for  legal  fees
     previously  incurred in defense of criminal and civil suits brought against
     FEI  and  certain  of its  officers  by the  U.S.  Government  and  certain
     individuals.  On June 19, 1998, FEI and the U.S.  Government entered into a
     Plea Agreement,  Civil Settlement  Agreement and related  documents thereby
     concluding  a global  disposition  of  these  previously  reported  pending
     litigations and matters. See also Part II, Item 1 of this Form 10Q.

     Reference is also made to Note 9 of the Company's Annual Report on Form 10K
     for the year ended April 30, 1999 for information  regarding the litigation
     settlement and other legal proceedings.


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 2000 and 1999:

                                             Nine months         Three months
                                                  Periods ended January 31,
                                           2000      1999       2000      1999
                                           ----      ----       ----      ----
  Net Sales
     Wireless Communications               85.1%     81.7%      83.9%     70.9%
     US Government                         14.9      18.3       16.1      29.1
                                          -----     -----      -----     -----
                                          100.0     100.0      100.0     100.0

  Cost of Sales                            55.9      67.4       55.8      71.0
  Insurance reimbursement                   -       (27.7)       -          -
  Selling and administrative expenses      20.5      22.1       21.1      41.7
  Research and development expenses        19.5      22.4       15.9      54.7
                                          -----     -----      -----     -----
     Operating profit (loss)                4.1      15.8        7.2     (67.4)

  Other income (expense)- net              13.2       8.0       18.1      13.3
                                          -----     -----      -----     -----
  Pretax Income (loss)                     17.3      23.8       25.3     (54.1)
  Provision (benefit) for income taxes      5.9       9.2        8.4      (9.8)
                                          -----     -----      -----     ------
     Net earnings (loss)                   11.4%     14.6%      16.9%    (44.3%)
                                          =====     =====      =====     =====


     On November  17,  1998,  the Company  received  $4.5  million  representing
reimbursement of prior year litigation costs under the Company's  Directors' and
Officers'  liability   insurance  policies.   (See  Part  II,  ITEM  1  -  Legal
Proceedings)  This amount was reported as a reduction of operating  expenses for
the nine-month period ended January 31, 1999.  Excluding this one-time item, for
the nine- and  three-month  periods  ended January 31, 2000,  operating  profits
increased  by $2.7 million and $2.6 million,  respectively,  over  the operating

                                    10 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

losses incurred  in  the comparable periods  of  fiscal year 1999.  Net earnings
increased  by $2.63  million in each of the  fiscal  2000  periods  over the net
losses of fiscal 1999.  These positive  outcomes were  principally the result of
significant  increases  in net  sales,  improved  gross  margin  rates and lower
research and development spending during the fiscal year 2000 periods.

Net sales increased by $2.4 million (15%) and $4.1 million (133%), respectively,
during the nine- and  three-month  periods ended January 31, 2000 as compared to
the same periods of fiscal 1999. These results reflect  increased demand for the
Company's terrestrial wireless communications  products.  Moreover, sales in the
third quarter of fiscal 1999 were  disproportionately  low because, as announced
previously,  the Company fully implemented its plan to apply internal  resources
toward development of additional  products to fulfill expected future demand for
commercial  space  hardware  as well  as  next-generation  terrestrial  wireless
communications  products.  As those  resources  were applied during fiscal 1999,
sales began to trend downward. Sales in fiscal year 2000 are now rebounding from
the low levels of the latter  half of fiscal  1999.  This trend is  expected  to
continue into fiscal 2001 and beyond.

Fiscal 2000 gross margins improved significantly over fiscal 1999, increasing to
44% in each of the fiscal 2000 periods compared to 33% and 29% for the nine- and
three-month  periods  ended  January  31,  1999,  respectively.  The table below
reflects gross margins for the Company's  business segments during the indicated
fiscal periods:
                                            Gross Margins for
                                   Nine months             Three months
                                         Periods ended January 31,
                                2000       1999          2000       1999
                                ----       ----          ----       ----
    Wireless Communications      45%        35%           44%        32%
    US Government                41         21            44         20

The  increase  in  wireless   communications   margins  is  due  to  significant
improvements in the manufacturing  processes for these products. The improvement
in U.S.  Government  margins in the fiscal 2000 periods is  attributable  to the
conclusion  of  certain  unprofitable  contracts  for which loss  reserves  were
recorded in prior years. With the present mix of wireless  communications versus
U.S.  Government  projects and recent contract bookings,  the Company expects to
maintain this improved profit margin level into fiscal 2001 and beyond.

During the third  quarter of fiscal  2000,  the  Company  recorded  $280,000  in
reserves and related  expenses in connection  with certain  litigation  matters.
(See Part II, ITEM 1 - Legal Proceedings) Excluding these expenses,  selling and
administrative  costs  decreased  by $55,000 (2%) and $59,000 (5%) for the nine-
and three-month  periods ended January 31, 2000, over the same periods of fiscal
1999. The Company  anticipates that fiscal year 2000 selling and  administrative
expenses,  excluding  litigation-related  matters,  will be  comparable  to that
incurred in fiscal 1999  although,  as a percentage  of sales,  the ratio should
decrease.

Research and development  costs for the nine-months  ended January 31, 2000 were
comparable to fiscal 1999 spending.  For the three-months  then ended,  spending
decreased by $539,000 (32%) from the comparable three-month period ended January
31, 1999  reflecting  completion of some of the  development  efforts which were
initiated in fiscal 1999. The Company continues to devote significant  resources
to develop third  generation (3G) products to meet the emerging  synchronization
requirements of the wireless  communications  industry. The Company is targeting
future  research  and  development  spending  at  approximately  10%  of  sales.
Internally  generated  cash and cash  reserves  will be  adequate  to fund  this
development effort.




                                    11 of 15


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

During the fiscal third quarter ended January 31, 2000,  the Company  recorded a
gain on the sale of the common stock of Datum Inc. These shares were acquired in
connection  with the  Company's  November 1999 proposal to acquire or merge with
Datum. After the decision by Datum's board of directors to reject this offer and
its  insertion of certain  "poison  pill"  provisions  in Datum's  by-laws,  the
Company decided to withdraw its merger offer and,  subsequently,  sold its Datum
shares.  After deducting  certain  professional fees incurred in connection with
the proposed  merger with Datum,  the net gain  realized in the third quarter of
fiscal  2000  was  $947,000.  Excluding  the  Datum-related  transactions,   net
nonoperating  income and expense  increased by $213,000  (16%) in the nine-month
period ended January 31, 2000 and decreased by $61,000 (15%) in the  three-month
period then ended from the comparable fiscal 1999 periods. The Company will also
realize  investment  gains in the fourth  quarter of fiscal 2000  resulting from
sales of additional  Datum shares which were  executed  subsequent to the end of
the third quarter.

Investment income for the nine- and three-month  periods ended January 31, 2000,
include total realized  gains on marketable  securities of $1.3 million and $1.1
million,  respectively.  Excluding these gains,  investment income in the fiscal
2000 periods is comparable to that realized during fiscal 1999.

Interest expense decreased by $19,000 (7%) and $6,000 (8%), respectively, during
the fiscal 2000 periods compared to the same periods ended January 31, 1999 as a
result of lower long-term debt.

Other income  (expense),  net,  includes certain  professional  fees incurred in
connection with the acquisition and subsequent sale of Datum shares as indicated
above.  Also  during  the third  quarter of fiscal  2000,  the  Company  paid an
additional  $90,000 in settlement  of prior year  property  taxes related to its
former real estate  holdings.  Excluding  these fees and  charges,  other income
(expense)  for the nine- and  three-month  periods  ended  January  31, 2000 are
comparable to the fiscal 1999 periods.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $61 million at January 31, 2000 compared to working capital at April
30, 1999, of $60 million. Included in working capital at January 31, 2000 is $41
million of cash,  cash  equivalents  and  marketable  securities,  including $10
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,
2000,  was $3.9  million  compared to a net cash  outflow of $1.9 million in the
comparable fiscal 1999 period.  The improved fiscal 2000 cash flow is due to the
significant  increases in sales and gross margin  coupled  with  collections  on
accounts  receivable which were partially offset by increases in inventory.  The
fiscal 1999 net outflow is the result of the $8 million  litigation  settlement,
offset by receipt of $4.5 million from  insurance  reimbursement  of  litigation
costs. Without those items, cash flows from operating activities would have been
$1.6 million. The Company anticipates that it will continue to generate positive
cash flow from  operating  activities for the balance of fiscal year 2000 and in
fiscal 2001.

Net cash provided by investing  activities for the nine months ended January 31,
2000, was $2.8 million.  Included in this amount is $1.3 million  resulting from
the  acquisition  and  subsequent  sale of shares of Datum Inc.  Other sales and
investments in marketable  securities,  principally  U.S.  government and agency
securities,  generated  cash of $2.1 million.  Offsetting  the cash derived from
marketable   securities,   the  Company  also  acquired  capital  equipment  for
approximately $592,000. The Company may continue to acquire or redeem 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 intends
to  spend  less  than $1  million  on  capital  equipment  during  fiscal  2000.
Internally generated cash will be adequate to acquire this capital equipment.

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<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

Net cash used in  financing  activities  for the nine months  ended  January 31,
2000,  was $1.7  million.  Included in this  amount is payment of the  Company's
semiannual  dividends in the aggregate amount of $1.53 million and $529,000 used
to make regularly scheduled  long-term  liability payments.  These outflows were
partially offset by $382,000 received in connection with transactions related to
the Company's  common stock and involving  certain  officers and other employees
who exercised stock option rights.

Backlog

At January 31, 2000, the Company's backlog amounted to approximately $26 million
compared to the  approximately  $21 million  backlog at April 30, 1999.  Of this
backlog,  approximately  65% is realizable in the next 12 months. In addition to
the backlog,  which is based on booked orders and  contractual  agreements,  the
Company is partnering with its major customers to share production  requirements
for rolling 12-month periods.  These requirement  schedules not only provide the
Company with  confidence  that its business  will continue to grow but they also
enable the Company to operate its production floor in the most efficient manner.

Year 2000 Issue

During the first quarter of fiscal 2000, the Company  completed  installation of
newly acquired,  integrated  financial and manufacturing  software,  the cost of
which did not exceed $500,000.  Final implementation and testing of the software
was concluded by the end of the second  quarter of fiscal 2000.  The purchase of
the financial software satisfactorily addressed the issue of compliance with the
year 2000 problem for  financial  transactions  and reporting  purposes.  During
fiscal 1999, the Company  acquired new desktop  computers of sufficient size and
speed to  operate  the new  financial  software.  The  cost of these  computers,
included in capital  equipment,  was  approximately  $220,000.  The Company also
determined that operational,  nonfinancial software and hardware was required to
resolve the year 2000 issue in certain production and support areas, the cost of
which did not exceed $50,000.

The Company's  products do not contain  imbedded  microchips or other components
which are date  sensitive.  The same is generally true of the products which are
acquired from  third-party  vendors.  Consequently,  the Company's  products are
compliant with the year 2000.

The Company has not experienced any transactional or operational problems due to
"Y2K" issues during the month of January 2000 or in any subsequent periods.



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

     The  statements   contained  in  this  release  which  are  forward-looking
     statements  and not based on  historical  facts,  are  subject to risks and
     uncertainties  that could cause actual  results to differ  materially  from
     those  set  forth  herein.   Such  risks  include  changes  in  contractual
     agreements,  inability to execute operational  strategies or other risks as
     more fully described in the Company's  Annual Report on Form 10K filed with
     the Securities and Exchange Commission.








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<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

                                     PART II


     ITEM 1 - Legal Proceedings

     On June 19, 1998, Frequency  Electronics,  Inc. ("FEI" or "Registrant") and
the U.S.  Government entered into a Plea Agreement,  Civil Settlement  Agreement
and related  documents  ("Settlement  Agreement")  thereby  concluding  a global
disposition of certain previously reported pending litigations and matters.  All
criminal  charges  brought  by the U.S.  Government  against  certain  officers,
employees  and former  employees  of FEI were  dismissed,  with  prejudice.  The
criminal charges brought by the U.S. Government against FEI were dismissed, with
prejudice, with the exception of a single charge of submitting a false statement
which  failed  to  disclose  the full  explanation  of  FEI's  costs on a highly
classified  government  project,  as to which FEI pled  guilty and paid the U.S.
Government a fine of $400,000 and $1.1 million as reimbursement for costs of its
investigation,  with  all  known  criminal  investigations  of FEI  having  been
resolved. As part of the Settlement Agreement, the Fox Civil Case was dismissed,
with  prejudice,  as to all  defendants  and FEI paid the U.S.  Government  $1.5
million to settle this case; and the Geldart qui tam action was dismissed,  with
prejudice, as to all defendants and FEI paid the U.S.
Government $5 million to settle this case.

     The Settlement  Agreement does not affect other previously reported pending
litigations  and  matters  including  a second qui tam  action and two  separate
derivative  shareholder actions which seek recovery on behalf of the Company for
any losses it incurs as a result of the U.S. Government indictments.

     On July 9, 1998,  FEI was notified by the U.S.  Department of the Air Force
of FEI's proposed  debarment  based upon FEI's guilty plea entered in connection
with the global disposition and the Settlement Agreement.  On December 12, 1998,
the U.S.  Department  of the Air  Force  notified  FEI that  its  debarment  was
terminated, without condition.

     On  October  21,   1998,   FEI  settled  its  claim  with  the   Associated
International  Insurance Company  ("Associated")  under applicable directors and
officers  coverage and, on November 17, 1998, FEI received payment in the amount
of $4.5 million.

     For all items noted above,  reference is made to Item 3 - Legal Proceedings
of  Registrant's  Annual Report on Form 10K for the year ended April 30, 1999 on
file with the Securities and Exchange Commission.

     ITEM 6 - Exhibits and Reports on Form 8-K

         (a) Exhibits - None

         (b) No reports on Form 8-K were filed with the  Securities and Exchange
             Commission during the quarter ended January 31, 2000.












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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 16, 2000               BY  /s/ Joseph P. Franklin
                                        -----------------------------
                                         Joseph P. Franklin
                                         Chairman of the Board of Directors


Date: March 16, 2000                BY  /s/ Alan Miller
                                        ------------------------
                                         Alan Miller
                                         Chief Financial Officer
                                         and Treasurer






































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