UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q/A


Amendment
No. 1





(Mark
one)





x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIESEXCHANGE
      ACT OF 1934




For the
Quarterly Period ended July 31, 2009





OR


o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIESEXCHANGE
      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  ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).   Yes  ̈  No x (the registrant is not
yet required to submit Interactive Data)




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange
Act. (Check one):




Large
accelerated filer    ̈   Accelerated
filer   ̈    Non-accelerated
filer   ̈Smaller Reporting Company  x


(do not check if a smaller reporting
company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈           No
x





APPLICABLE
ONLY TO CORPORATE ISSUERS:
 
 The
number of shares outstanding of Registrant's Common Stock, par value $1.00 as of
September 11, 2009 – 8,175,550











Explanatory
Note




This
amendment has been filed to amend Item 4T of Part I (“Controls and Procedures”)
of the Form 10-Q for the quarter ended July 31, 2009 (the “Original Filing”)
filed by Frequency Electronics, Inc. (the “Company”) in response to comments
received from the staff of the Securities and Exchange Commission.  We
are not amending any other part of the Original Filing.  This
amendment speaks as of the date of the Original Filing.




———————————




Item
4T.




Controls and
Procedures




Disclosure Controls and
Procedures. The Company’s management, with the participation of the
Company’s chief executive officer and chief financial officer, has evaluated the
effectiveness of the Company’s disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) as of the end of the period covered by
this report.  There are inherent limitations to the effectiveness of
any system of disclosure controls and procedures, including the possibility of
human error and the circumvention or overriding of the controls and
procedures.  Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their control
objectives.  Based on their evaluation, the Company’s chief executive
officer and chief financial officer have concluded that, as of July 31, 2009,
the Company’s disclosure controls and procedures were not effective for the
reasons discussed below, to ensure that information relating to the Company,
including its consolidated subsidiaries, required to be included in its reports
that it filed or submitted under the Exchange Act are recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.




Management’s Report on
Internal Control over Financial Reporting




Management
of Frequency Electronics is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act.  The Company’s internal control
system is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.  Because of inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.  Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.




As
disclosed in its Form 10-K for the year ended April 30, 2009, the Company has
identified several material weaknesses in its internal control over financial
reporting.  While the Company did not conduct a full assessment of the
effectiveness of internal controls over financial reporting at July 31, 2009,
for the first quarter of fiscal year 2010, there were no substantial changes
made to the Company’s internal control over financial reporting since
management’s assessment of April 30, 2009, and therefore the weaknesses
previously identified by management continued to exist at July 31,
2009.  Please refer to the Company’s Annual Report on Form 10-K for
the year ended April 30, 2009 for a more detailed discussion of the weaknesses
previously identified by management.


Changes in Internal Control
Over Financial Reporting. There were no changes in the Company’s internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the quarter ended July 31, 2009 to
which this report relates that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.




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FREQUENCY
ELECTRONICS, INC. and SUBSIDIARIES


(Continued)




ITEM 6 -
Exhibits




31.1 -
            
            Certification
      by the Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.




31.2 -
            
            Certification
      by the Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




32.1 -
            
            Certification
      by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




32.2 -
            
            Certification
      by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




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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:
      October 22, 2009
              BY
              /s/   Alan
  MillerAlan
      MillerChief
      Financial Officerand
      Treasurer


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