SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

(Mark one)

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
For the Quarterly Period ended October 31, 1996
                                       OR
         [ ]TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
For the transition period from __________ to __________


                           Commission File No. 1-8061


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


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

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


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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of December 9, 1996 - 4,926,856.


                                  Page 1 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                         Page No.

       Item 1 - Financial Statements:

           Consolidated Condensed Balance Sheets -
               October 31, 1996 and April 30, 1996                         3-4

           Consolidated Condensed Statements of Operations
               Six Months Ended October 31, 1996 and 1995                   5

           Consolidated Condensed Statements of Operations
               Three Months Ended October 31, 1996 and 1995                 6

           Consolidated Condensed Statements of Cash Flows
               Six Months Ended October 31, 1996 and 1995                   7

           Notes to Consolidated Condensed Financial Statements             8

       Item 2 - Management's Discussion and Analysis
           of Financial Condition and Results of Operations                9-11


Part II.  Other Information:

           Item 1 - Legal Proceedings                                       12

           Item 6 - Exhibits and Reports on Form 8-K                        12

           Signatures                                                       13















                See accompanying notes to consolidated condensed
                             financial statements.

                                     2 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Consolidated Condensed Balance Sheets



                                                        October 31,    April 30,
                                                           1996          1996
                                                        (UNAUDITED)     (NOTE A)
                                                               (In thousands)

ASSETS:

Current assets:

        Cash and cash equivalents ..................       $   319       $15,915

        Marketable Securities ......................        21,742         5,632

        Accounts receivable, net (NOTE B) ..........        13,726        13,415

        Inventories (NOTE C) .......................        10,879        10,281

        Prepaid and other ..........................         1,506         1,026
                                                           -------       -------

                  Total current assets .............        48,172        46,269

Property, plant and equipment, net .................         8,753         8,839

Investment in direct finance lease .................         9,660         9,607

Other assets .......................................         4,136         4,055
                                                           -------       -------

              Total assets .........................       $70,721       $68,770
                                                           =======       =======
















                See accompanying notes to consolidated condensed
                             financial statements.

                                     3 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Consolidated Condensed Balance Sheets (Continued)




                                                         October 31,   April 30,
                                                            1996         1996
                                                         (UNAUDITED)    (NOTE A)
                                                               (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Current maturities of long-term debt ...........    $ 9,750     $   750
        Accounts payable - trade .......................      1,177       1,379
        Accrued liabilities and other ..................      1,796       2,341
                                                            -------     -------
                  Total current liabilities ............     12,723       4,470

Long term debt net of current maturities ...............      2,062      11,438
Other ..................................................      3,658       3,439
                                                            -------     -------
                  Total liabilities ....................     18,443      19,347
                                                            -------     -------

Stockholders' equity:
        Preferred stock  - $1.00 par value .............       -0-         -0-
        Common stock - $1.00 par value....................    6,006       6,006
        Additional paid - in capital ...................     35,018      35,024
        Retained earnings ..............................     18,414      16,265
                                                            -------     -------
                                                             59,438      57,295

        Common stock reacquired and held in treasury
           - at cost, 1,090,544 shares at October 31
           and 1,159,905 shares at April 30, 1996 ......     (4,877)     (5,075)
        Unamortized ESOP debt ..........................     (1,750)     (2,000)
        Notes receivable  - common stock ...............       (649)       (740)
        Unrealized holding gain ........................        218          56
        Unearned compensation ..........................       (102)       (113)
                                                            -------     -------
                  Total stockholders' equity ...........     52,278      49,423
                                                            -------     -------

              Total liabilities and stockholders' equity    $70,721     $68,770
                                                            =======     =======









                See accompanying notes to consolidated condensed
                             financial statements.

                                     4 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                          Six Months Ended October 31,
                                   (Unaudited)

                                                          1996           1995
                                                         (In thousands except 
                                                            per share data)


Net Sales ......................................      $  12,700       $  10,914
                                                      ---------       ---------

Cost of sales ..................................          8,068           7,598
Selling and administrative expenses .............         2,792           2,904
Research and development expense ...............            641             301
                                                      ---------       ---------

        Total operating expenses ...............         11,501          10,803
                                                      ---------       ---------

             Operating profit ..................          1,199             111

Other income (expense)
     Interest income ...........................            713             653
     Interest expense ..........................           (443)           (489)
     Other income, net .........................            810             994
                                                      ---------       ---------

Earnings before provision for
        income taxes ...........................          2,279           1,269

Income tax provision ...........................            130              42
                                                      ---------       ---------

Net earnings ...................................      $   2,149       $   1,227
                                                      =========       =========


Net earnings per common share ..................        $  0.45         $  0.24
                                                        =======         =======

Weighted average common shares outstanding .....      4,792,638       5,040,529
                                                      =========       =========













                See accompanying notes to consolidated condensed
                             financial statements.

                                     5 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                         Three Months Ended October 31,
                                   (Unaudited)


                                                         1996           1995
                                                         (In thousands except 
                                                            per share data)


Net Sales ......................................      $   6,576         $ 5,576
                                                      ---------         -------

Cost of sales ..................................          4,181           3,597
Selling and administrative expenses .............         1,486           1,420
Research and development expense ...............            281             138
                                                      ---------         -------

        Total operating expenses ...............          5,948           5,155
                                                      ---------         -------

             Operating profit ..................            628             421

Other income (expense)
     Interest income ...........................            376             331
     Interest expense ..........................           (220)           (231)
     Other income, net .........................            491             471
                                                      ---------         -------

Earnings before provision for
        income taxes ...........................          1,275             992

Income tax provision ...........................             65              21
                                                      ---------         -------

Net earnings ...................................      $   1,210         $   971
                                                      =========         =======


Net earnings per common share ..................        $  0.25         $  0.19
                                                        =======         =======

Weighted average common shares outstanding .....      4,846,186       5,028,562
                                                      =========       =========












                See accompanying notes to consolidated condensed
                             financial statements.

                                     6 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Cash Flows

                          Six Months Ended October 31,
                                   (Unaudited)


                                                          1996           1995
                                                              (In thousands) 

Cash flows from operating activities:
        Net earnings ...................................   $  2,149    $  1,227
        Non-cash charges to earnings ...................        614         566
        Net changes in assets and liabilities ..........     (1,998)      1,131
                                                           --------    --------
Net cash provided by operating activities ..............        765       2,924

Cash flows from investing activities:
        (Purchase) sale of marketable securities .......    (15,920)      4,853
        Other - net ....................................       (257)        513
                                                           --------    --------
Net cash provided by (used in) investing activities ....    (16,177)      5,366

Net cash used in financing activities ..................       (184)       (388)
                                                           --------    --------

         Net increase (decrease) in cash ...............    (15,596)      7,902

         Cash at beginning of period ...................     15,915       4,291
                                                           --------    --------

         Cash at end of period .........................   $    319    $ 12,193
                                                           ========    ========



















                See accompanying notes to consolidated condensed
                             financial statements.

                                     7 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)


NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
     consolidated condensed interim financial statements reflect all adjustments
     (which  include  only normal  recurring  adjustments)  necessary to present
     fairly, in all material  respects,  the consolidated  financial position of
     the Company as of October 31,  1996 and the results of its  operations  and
     cash flows for the three and six months  ended  October  31, 1996 and 1995.
     The April 30, 1996  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, 1996 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 - ACCOUNTS RECEIVABLE

     Accounts  receivable  at October 31, 1996 and April 30, 1996 include  costs
     and  estimated  earnings  in excess of billings  on  uncompleted  contracts
     accounted  for on the  percentage  of  completion  basis  of  approximately
     $7,357,000 and $5,315,000,  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 C - INVENTORIES

     Inventories,  which are reported net of reserves of $940,000 at October 31 
     and April 30, 1996,  consist of the following:

                                             October 31, 1996     April 30, 1996
                                                         (In thousands)

        Raw materials and Component parts       $  2,028            $  1,998

        Work in progress                           8,851               8,283
                                                --------            --------

                                                $ 10,879            $ 10,281
                                                ========            ========












                                     8 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Item 2

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

RESULTS OF OPERATIONS

Comparative  details of results of operations for the three and six months ended
October 31:

                                     (Dollar amounts in thousands)
                                                  
                            Three months ended          Six months ended
                                October 31,                  October 31,
                                              %                            %
                         1996      1995     change   1996      1995     change
                       -------   -------   -------  -------   -------  -------
Net Sales
    US Government      $ 1,534   $ 3,510    (56%)   $ 4,233   $ 7,026    (40%)
    Commercial           5,042     2,066    144%      8,467     3,888    118%
                       -------   -------            -------   -------
                         6,576     5,576     18%     12,700    10,914     16%

Cost of Sales            4,181     3,597     16%      8,068     7,598      6%

Selling and admini-
strative expenses        1,486     1,420      5%      2,792     2,904     (4%)

Research and 
development expense        281       138    104%        641       301    113%
                       -------   -------            -------    -------

Operating income           628       421     49%      1,199       111    980%

Nonoperating 
income- net                647       571     13%      1,080     1,158     (7%)

Net earnings           $ 1,210   $   971     25%    $ 2,149   $ 1,227     75%
                       =======   =======            =======    =======

For the six months ended October 31, 1996,  operating  income improved by $1,088
over the  comparable  period of fiscal 1996 and net earnings  increased by $922.
Operating  income for the fiscal quarter ended October 31, 1996 improved by $207
over the comparable period of fiscal 1996; net earnings increased by $239. These
results were achieved through  increases in sales of 16% and 18%,  respectively,
coupled  with  improved  margins  and reduced  costs  relative to sales over the
comparable fiscal 1996 periods.

As illustrated in the table above, commercial sales continue to grow, increasing
by 144% and 118%,  respectively,  in the 1997 periods over the  comparable  1996
periods. As a percentage of total sales,  commercial sales have increased to 77%
in the three  months  ended  October  31, 1996 from 37% in the  comparable  1996
quarter;  and to 67% for the six months ended  October 31, 1996 from 36% for the
comparable  1996 period.  The Company  anticipates  that  commercial  sales will
continue  to be the  dominant  portion of its  business  for the  balance of the
fiscal year and for the foreseeable future.

Gross margins for the three and six months ended October 31, 1996 have increased
to 36% as compared to 35% and 30% for the respective 1996 periods. These results
were  obtained as a result of  meaningful  cost  reductions  which  became fully
effective  in the second  quarter of fiscal 1996.  Cost  savings  were  realized
primarily in the areas of personnel and  compensation  coupled with  operational
efficiencies and product mix. With the current mix of commercial versus

                                     9 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

government projects and recent contract bookings, the Company expects to realize
similar if not improved profit margins for the remainder of fiscal 1997.

Selling and  administrative  costs  increased by $66 or 5% for the quarter ended
October 31, 1996, but decreased by $112 (4%) for the six month period then ended
over the comparable  1996 periods.  Commencing in the second quarter of the 1996
fiscal  year,  the Company  realized  the full  benefits  of its cost  reduction
program wherein the Company reduced the number of administrative  personnel, cut
its  insurance  costs and  improved  its  operating  efficiencies.  Selling  and
administrative  costs increased in the fiscal 1997 periods partially as a result
of  accruals  for  incentive  bonuses  as a result  of the  Company's  increased
profitability.

Research and development  costs in the fiscal 1997 periods increased by $143 and
$340,  respectively  over the comparable three month and six month periods ended
October 31,  1995.  These  increases  are the result of  intensified  efforts to
develop new products and to enhance functional capabilities of existing products
which will serve  primarily  the  Company's  commercial  customers.  The Company
expects to continue to invest in research and development at  approximately  the
same rate for the balance of 1997 and for the foreseeable future.

Net  nonoperating  income and expense  increased  by $76 and  decreased  by $78,
respectively, in the three months and six months ended October 31, 1996 from the
comparable  1996 fiscal periods.  Interest income  increased by $45 (14%) in the
1997 quarter over the  comparable  1996 quarter and by $60 (9%) for the 1997 six
month  period  over the  comparable  1996  period.  This is the  result of a 15%
increase in  interest-earning  assets from  October 31, 1995 to October 31, 1996
offset by a  moderation  in  interest  rates from the levels of the fiscal  1996
three- and six-month  periods.  Interest  expense  decreased by $11 (5%) and $46
(9%) during the fiscal 1997 quarter and six-month  period ended October 31, 1996
compared to the comparable 1996 periods.  These decreases are also the result of
lower interest rates during 1997 coupled with declining  long-term debt balances
as the Company  makes  scheduled  principal  payments.  Although  the Company is
unable to predict the future  levels of  interest  rates,  at current  rates the
Company  anticipates that interest income will continue to increase and interest
expense will continue to decrease when compared to earlier fiscal periods. Other
income, which consists principally of rental income under a long-term lease, net
of  related  expenses,  increased  by $20 (4%) for the  three-month  period  and
decreased by $184 (19%) for the six-month period ended October 31, 1996 compared
to the comparable  fiscal 1996 periods.  The decrease in the six-month period is
attributable  to adjustments  for property taxes against rental  property in the
fiscal first  quarter of 1997 and reduced  rental  income.  Net rental income is
expected to  continue at present  levels for the balance of fiscal 1997 and into
the early part of the next fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $35.4  million at October 31, 1996  although this is a decrease from
the working  capital level at April 30, 1996 of $41.8  million.  This decline is
wholly  attributable to the  reclassification to current liabilities of the real
estate construction loan of $9 million which is due on July 31, 1997.  Excluding
that reclassification, working capital would have increased by $2.6 million from
the level at the end of the last fiscal  year.  Included  in working  capital at
October  31,  1996 is $22  million  of cash,  cash  equivalents  and  marketable
securities which are readily convertible to cash should the need arise.

Net cash provided by operating  activities  for the six months ended October 31,
1996, was $765 compared to $2,924 for the comparable  1996 period.  The decrease
in net  inflow of cash from  operating  activities  in the  fiscal  1997  period
occured largely as a result of changes in the balances of certain current assets
and  liabilities.  Accounts  receivable  increased by $311 principally due to an
increase in costs and  estimated  earnings in excess of billings on  uncompleted
contracts of $2,041 offset by collections on billed receivables. Work-in-process
inventory  levels increased by $568 reflecting a higher level of activity during
fiscal 1997.  Prepaid and other increased by $480 reflecting  increased  accrued
interest  receivable on marketable  securities and a receivable  from its direct
finance lease tenant for reimbursement of property taxes. Payments

                                    10 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

were made against  accounts  payable for purchases under a procurement  contract
which is winding down and cash payments were made against  accrued  vacation pay
to coincide with the Company's  annual  mid-summer  plant shutdown.  The Company
anticipates  that  operating  activities  for all of fiscal  1997 will  generate
positive cash flow.

Net cash used in investing activities for the six months ended October 31, 1996,
was $16,177. Of this amount, $15,920 was used to acquire certain U.S. government
and agency  securities.  In the fiscal  1996  period,  the  Company had net cash
provided  by  investing  activities  of  $5,366 of which  $4,853  was due to the
conversion of U.S.  government and agency  securities to short-term money market
investments. The Company may continue to acquire or redeem marketable securities
as dictated by its investment strategies.

The Company is continuing  the  installation  of new computer  software which it
expects  to  complete  during  the  third  quarter  of  fiscal  1997  at a total
capitalized  cost of less than $500. In the fourth quarter,  the Company intends
to install  new,  cost-saving  production  equipment  at a  capitalized  cost of
approximately  $600. The Company has no other material  commitments  for capital
expenditures.

Net cash used in financing activities for the six months ended October 31, 1996,
was $184  compared to $388 for the  comparable  1996 period.  Of the fiscal 1997
amount, $376 was used to make regularly scheduled long-term debt payments.  This
was partially  offset by the sale of the Company's  common stock out of treasury
for $198 as certain officers and other employees  exercised stock option rights.
On July 31,  1997,  the  Company is  obligated  to repay the $9,000  real estate
construction  loan which was used to finance the  building  which is leased to a
third party under a direct finance lease.  The Company is evaluating its options
which may include paying the loan out of current assets, refinancing the loan or
some combination thereof.

The  Company  will  continue  to expend  its  resources  and  efforts to develop
hardware for commercial  satellite programs and commercial ground  communication
and navigation  systems which  management  believes will result in future growth
and continued profitability.  Internally generated cash will be adequate to fund
development efforts in these markets.

At October 31, 1996, the Company's backlog amounted to approximately $19 million
of  which  approximately  $16  million  is  funded.  This  is  compared  to  the
approximately  $15 million backlog at April 30, 1996.  Backlog of commercial and
foreign customers approximates $14 million at October 31, 1996.



"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 or a change in status under
the US government-imposed  suspension and other risks as more fully described in
the Company's  Annual Report on Form 10K filed with the  Securities and Exchange
Commission.










                                    11 of 13


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

                                     PART II


     ITEM 1 - Legal Proceedings

         On November  17,  1993,  Registrant  was  indicted on criminal  charges
     alleging  conspiracy  and fraud in connection  with six contracts for which
     Registrant was a subcontractor.  In addition,  two derivative  actions have
     been filed against the Board of Directors  essentially  seeking recovery on
     behalf  of the  Company  for  any  losses  it  incurs  as a  result  of the
     indictment.

         On December 14, 1993, Registrant was notified by the U.S. Department of
     the Air Force that it had been suspended from  contracting  with any agency
     of the government.  Certain  exceptions  will apply if a compelling  reason
     exists.  The  suspension  is temporary  subject to the outcome of the legal
     proceedings in connection with the indictment.

         In March 1994, a qui tam action was filed  against the  Registrant  and
     its former  chief  executive  officer and, in July 1995, a separate qui tam
     action was served upon the Registrant and certain employees of Registrant.

         The Company and the  individual  defendants  have pleaded not guilty to
     all actions and are vigorously contesting all charges.

         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, 1996 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 during the quarter  ended October
             31, 1996.



















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<PAGE>


                                   SIGNATURES


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


                                         FREQUENCY ELECTRONICS, INC.
                                                  (Registrant)

Date:  December 13, 1996                 BY  /s/ Joseph P. Franklin
                                             ----------------------
                                                Joseph P. Franklin
                                                Chief Executive Officer and
                                                Chief Financial Officer


Date:  December 13, 1996                 BY  /s/ Alan L. Miller
                                             ------------------
                                                Alan L. Miller
                                                Controller


































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