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, 2004

                                       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 __

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12 b-2). Yes __ No X


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of March 9, 2004 - 8,389,864


                                  Page 1 of 22




<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX

Part I.  Financial Information:                                      Page No.

  Item 1 - Financial Statements:

      Condensed Consolidated Balance Sheets -
          January 31, 2004 and April 30, 2003                          3-4

      Consolidated Condensed Statements of Operations
          Nine Months Ended January 31, 2004 and 2003                   5

      Condensed Consolidated Statements of Operations
          Three Months Ended January 31, 2004 and 2003                  6

      Condensed Consolidated Statements of Cash Flows
          Nine Months Ended January 31, 2004 and 2003                   7

      Notes to Condensed Consolidated Financial Statements             8-12

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations               12-16

  Item 3- Quantitative and Qualitative Disclosures about Market Risk  16-17

  Item 4- Disclosures Controls and Procedures                          17


Part II.  Other Information:

  Item 1 - Legal Proceedings                                           17

  Item 6 - Exhibits and Reports on Form 8-K                            17

  Signatures                                                           18

  Exhibits                                                            19-22










<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheets



                                                      January 31,      April 30,
                                                         2004             2003
                                                      (UNAUDITED)       (NOTE A)
                                                            (In thousands)

ASSETS:

Current assets:

  Cash and cash equivalents                            $ 2,774          $ 5,952

  Marketable securities                                 27,747           27,829

  Accounts receivable, net of allowance for
     doubtful accounts of $140 at January 31,
     2004 and $124 at April 30, 2003                    14,023            9,565

  Inventories                                           22,869           17,734

  Deferred income taxes                                  3,795            4,435

  Income taxes receivable                                  813            1,223

  Prepaid expenses and other                             1,924            1,198
                                                       -------          -------
         Total current assets                           73,945           67,936

Property, plant and equipment, at cost,
      less accumulated depreciation and
      amortization                                      11,608           11,105

Deferred income taxes                                      361              436

Cash surrender value of life insurance                   5,075            4,869

Intangible assets, net                                     558                -

Other assets                                             1,305            1,383
                                                       -------          -------
         Total assets                                  $92,852          $85,729
                                                       =======          =======




















     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                Condensed Consolidated Balance Sheets (Continued)




                                                       January 31,     April 30,
                                                          2004           2003
                                                       (UNAUDITED)     (NOTE A)
                                                             (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Short-term credit obligations                         $ 3,487         $   179
  Accounts payable - trade                                4,056           1,294
  Dividend payable                                          -0-             834
  Accrued liabilities and other                           4,216           3,615
                                                        -------         -------
        Total current liabilities                        11,759           5,922

Deferred compensation                                     7,006           6,752
REIT liability and other liabilities                     10,818          11,151
                                                        -------         -------
        Total liabilities                                29,583          23,825
                                                        -------         -------
Minority interest in subsidiary                              62             195
                                                        -------         -------

Stockholders' equity:
  Preferred stock  - $1.00 par value                        -0-             -0-
  Common stock  -  $1.00 par value                        9,164           9,164
  Additional paid-in capital                             44,080          43,806
  Retained earnings                                       8,932          10,415
                                                        -------         -------
                                                         62,176          63,385

  Common stock reacquired and held in treasury
    -at cost, 777,375 shares at January 31, 2004
    and 824,739 shares at April 30, 2003                 (2,918)         (3,062)
  Other stockholders' equity                               (116)           (116)
  Accumulated other comprehensive income                  4,065           1,502
                                                        -------         -------
        Total stockholders' equity                       63,207          61,709
                                                        -------         -------
        Total liabilities and stockholders' equity      $92,852         $85,729
                                                        =======         =======

















     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Consolidated Condensed Statements of Operations

                          Nine Months Ended January 31,
                                   (Unaudited)

                                                        2004             2003
                                                        ----             ----
                                                        (In thousands except
                                                           per share data)


Net Sales                                             $32,831          $24,518
Cost of sales                                          22,171           16,769
                                                      -------          -------
        Gross margin                                   10,660            7,749

Selling and administrative expenses                     8,134            6,041
Restructuring charge                                      431                -
Research and development expenses                       4,309            2,941
                                                      -------          -------
        Operating loss                                 (2,214)          (1,233)

Other income (expense):
     Investment income                                  1,778            1,341
     Interest expense                                    (206)            (190)
     Other income (expense), net                          (33)              55
                                                      -------          -------
Loss before minority interest and
        provision for income taxes                       (675)             (27)

Minority Interest in loss of
        consolidated subsidiary                          (132)             (38)
                                                      -------          -------
(Loss) income before provision for income taxes          (543)              11

Provision for income taxes                                100               10
                                                      -------          -------
        Net (loss) income                             $  (643)         $     1
                                                      =======          =======


Net (loss) earnings per common share
        Basic                                        $  (0.08)        $   0.00
                                                     ========         ========
        Diluted                                      $  (0.08)        $   0.00
                                                     ========         ========

Average shares outstanding
        Basic                                        8,364,837        8,330,367
                                                     =========        =========
        Diluted                                      8,364,837        8,393,651
                                                     =========        =========














     See accompanying notes to consolidated condensed financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations

                         Three Months Ended January 31,
                                   (Unaudited)

                                                     2004             2003
                                                     ----             ----
                                                     (In thousands except
                                                        per share data)


Net Sales                                          $14,052           $ 9,390
Cost of sales                                        9,279             6,317
                                                   -------           -------
        Gross Margin                                 4,773             3,073

Selling and administrative expenses                  2,945             2,099
Restructuring charge                                   305                 -
Research and development expense                     1,394             1,269
                                                   -------           -------
        Operating profit (loss)                        129              (295)

Other income (expense):
     Investment income                                 435               559
     Interest expense                                  (83)              (74)
     Other income (expense), net                         5               140
                                                   -------           -------
Income before minority interest and
     provision for income taxes                        486               330

Minority Interest in loss of
        consolidated subsidiary                        (25)              (16)
                                                   -------           -------
Income before provision for income taxes               511               346

Provision for income taxes                             178               107
                                                   -------           -------
        Net income                                 $   333           $   239
                                                   =======           =======


Net earnings per common share
        Basic                                     $   0.04          $   0.03
                                                  ========          ========
        Diluted                                   $   0.04          $   0.03
                                                  ========          ========

Average shares outstanding
        Basic                                    8,379,375         8,318,481
                                                 =========         =========
        Diluted                                  8,589,893         8,390,162
                                                 =========         =========














     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows

                          Nine Months Ended January 31,
                                   (Unaudited)


                                                           2004          2003
                                                           ----          ----
                                                              (In thousands)

Cash flows from operating activities:
  Net (loss) income                                       $  (643)      $     1
  Non-cash charges to earnings                              1,348         1,781
  Net changes in other assets and liabilities              (5,169)       (1,403)
                                                          -------       -------
Net cash (used in) provided by operating activities        (4,464)          379

Cash flows from investing activities:
  Payment for acquisition                                  (2,658)            -
  Proceeds from sale of marketable securities               7,897         8,067
  Purchase of marketable securities                        (4,879)       (6,484)
  Other - net                                                (864)         (214)
                                                          -------       -------
Net cash (used in) provided by investing activities          (504)        1,369

Cash flows from financing activities:
  Proceeds from short-term credit obligations               3,479             -
  Payment of cash dividend                                 (1,671)       (1,664)
  Payment on long-term obligations                           (440)         (537)
  Repurchase of stock for treasury                              -          (501)
  Other - net                                                  57            30
                                                          -------       -------
Net cash provided by (used in) financing activities         1,425        (2,672)
                                                          -------       -------

Net (decrease) increase in cash and cash equivalents
   before effect of exchange rate changes                  (3,543)         (924)

Effect of exchange rate changes
   on cash and cash equivalents                               365           283
                                                          -------       -------

     Net (decrease) increase in cash                       (3,178)         (641)

     Cash at beginning of period                            5,952         5,383
                                                          -------       -------

     Cash at end of period                                $ 2,774       $ 4,742
                                                          =======       =======














     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
condensed  consolidated  interim  financial  statements  reflect all adjustments
(which include only normal recurring  adjustments)  necessary to present fairly,
in all material respects,  the consolidated financial position of the Company as
of January  31, 2004 and the  results of its  operations  for the nine and three
months and cash flows for the nine months ended  January 31, 2004 and 2003.  The
April 30, 2003  condensed  consolidated  balance  sheet was derived from audited
financial  statements.  Certain  information and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
condensed  consolidated  financial  statements be read in  conjunction  with the
financial  statements and notes thereto included in the Company's April 30, 2003
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
                                       -----------             ------------
                                   2004        2003         2004         2003
                                   ----        ----         ----         ----
Basic EPS Shares outstanding
  (weighted average)             8,364,837   8,330,367    8,379,375    8,318,481
Effect of Dilutive Securities          ***      63,284      210,518       71,681
                                 ---------   ---------    ---------    ---------
Diluted EPS Shares outstanding   8,364,837   8,393,651    8,589,893    8,390,162
                                 =========   =========    =========    =========

     ***  Dilutive  securities  are  excluded  for the nine month  period  ended
     January 31, 2004 since the  inclusion of such shares would be  antidilutive
     due to the net loss for the period then ended.

     Options to purchase 475,250 shares of common stock were outstanding  during
the three  months  ended  January 31,  2004,  and 777,387 and 665,437  shares of
common stock were  outstanding  during the nine and  three-month  periods  ended
January 31,  2003,  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
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, 2004 and April 30, 2003 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $2,339,000  and
$3,023,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates.  Such amounts are
billed pursuant to contract terms.

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $4,077,000  and
$3,598,000 at January 31, 2004 and April 30, 2003, respectively,  consist of the
following:
                                         January 31, 2004       April 30, 2003
                                         ----------------       --------------
                                                      (In thousands)

 Raw materials and Component parts           $10,703               $ 7,349
 Work in progress and Finished goods          12,166                10,385
                                             -------               -------
                                             $22,869               $17,734
                                             =======               =======


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - COMPREHENSIVE INCOME

     For the nine months ended  January 31, 2004 and 2003,  total  comprehensive
income was  $1,920,000 and  $1,827,000,  respectively.  Comprehensive  income is
composed  of net  income  or loss for the  period  plus the  impact  of  foreign
currency  translation  adjustments and the change in the valuation  allowance on
marketable securities.

NOTE F - SEGMENT INFORMATION

The Company operates under four reportable segments:

1.   Commercial  communications  - consists  principally  of time and  frequency
     control   products  used  in  commercial   communication   satellites   and
     terrestrial cellular telephone or other ground-based telecommunications.

2.   U.S.  Government - consists of time and frequency  control products used in
     terrestrial  and space  applications by the Department of Defense and other
     U.S. government agencies.

3.   Gillam-FEI  - the  products of the  Company's  Belgian  subsidiary  consist
     primarily of wireline synchronization and network monitoring systems.

4.   FEI-Zyfer  - the  products  of  the  Company's  newly  acquired  subsidiary
     incorporate  Global  Positioning System (GPS) technologies into systems and
     subsystems for secure communications,  both government and commercial,  and
     other locator applications.

     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):
<TABLE>
<CAPTION>

                                                 Nine months                Three months
                                                          Periods ended January 31,
                                             2004         2003           2004          2003
                                             ----         ----           ----          ----
<S>                                        <C>           <C>           <C>           <C>
Net sales:
      Commercial Communications            $18,985       $12,032       $ 7,983       $ 4,944
      U.S. Government                        5,344         6,857         1,686         2,572
      Gillam-FEI                             5,248         6,135         2,721         2,083
      FEI-Zyfer                              4,008             -         2,040             -
      less intercompany sales                 (754)         (506)         (378)         (209)
                                           -------       -------       -------       -------
  Consolidated Sales                       $32,831       $24,518       $14,052       $ 9,390
                                           =======       =======       =======       =======
Operating profit (loss):
      Commercial Communications            $ 1,102       $(2,205)      $   827        $ (882)
      U.S. Government                          544         1,772           216           819
      Gillam-FEI                            (2,359)         (403)         (772)         (133)
      FEI-Zyfer                               (907)            -           102             -
      less intercompany transactions          (223)          (32)         (101)          (15)
      Corporate                               (371)         (365)         (143)          (84)
                                           -------       -------       -------       -------
  Consolidated Operating (Loss) Profit     $(2,214)      $(1,233)      $   129       $  (295)
                                           =======       =======       =======       =======
</TABLE>

                                              January 31, 2004    April 30, 2003
                                              ----------------    --------------
  Identifiable assets:
      Commercial Communications                   $21,286            $14,733
      U.S. Government                               4,793              6,147
      Gillam-FEI                                   14,369             12,305
      FEI-Zyfer                                     5,018                  -
      less intercompany balances                   (1,820)              (964)
      Corporate                                    49,206             53,508
                                                  -------            -------
         Consolidated Identifiable Assets         $92,852            $85,729
                                                  =======            =======


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE G - ACQUISITION OF FEI-ZYFER

     On May 9, 2003, the Company  acquired the business and net assets of Zyfer,
Inc., a wholly-owned  subsidiary of Odetics,  Inc., in a cash  transaction.  The
business of the new subsidiary,  FEI-Zyfer,  Inc., is the design and manufacture
of products for precision  time and frequency  generation  and  synchronization,
primarily incorporating GPS technology.

     The  Company  paid $2.3  million  at  closing,  plus  acquisition  costs of
approximately  $400,000.  According to the terms of the purchase agreement,  the
Company will make  additional  payments up to a maximum of $1 million in each of
fiscal years 2004 and 2005 if FEI-Zyfer achieves certain revenue levels in those
years.  The contingent  payments are based on a percentage of revenues in excess
of $6 million in fiscal year 2004 and as a  percentage  of revenues in excess of
$8 million in fiscal year 2005. The acquired  business  recorded revenue of $6.5
million for the year ended March 31, 2003 and $4.5  million in the prior  fiscal
year.

     The  FEI-Zyfer  acquisition  is  treated  as a  purchase  acquisition.  The
purchase price has been allocated to net assets acquired of  approximately  $1.8
million.  The  purchase  price in excess of net assets  acquired,  approximately
$900,000, has been allocated to fixed assets ($300,000) and to intangible assets
($600,000) which will be amortized over the next 3 to 5 years.

     The accompanying  condensed  consolidated  statements of operations for the
nine- and  three-month  periods ended January 31, 2004,  includes the results of
operations of FEI-Zyfer from May 9, 2003 through January 31, 2004. The pro forma
financial  information  set forth below is based upon the  Company's  historical
consolidated  statements  of  operations  for the nine and  three  months  ended
January  31,  2004 and  2003,  adjusted  to give  effect to the  acquisition  of
FEI-Zyfer as of the beginning of each of the periods presented.  The fiscal 2003
financial  information  includes the results of  operations of FEI-Zyfer for the
periods April 1 to December 31, 2002 and October 1, 2002 to December 31, 2002.

     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,  2002,  nor does it  purport  to
represent the results of operations for future periods.


                                          Pro forma periods ended January 31
                                                    (unaudited)
                                        Nine months             Three months
                                      2004       2003          2004       2003
                                      ----       ----          ----       ----
                                      (In thousands except per share data)

Net Sales                           $32,923     $31,074      $14,052    $11,295
                                    -------     -------      -------    -------
Operating (Loss) Profit             $(2,212)    $(1,354)       $ 129     $ (198)
                                    -------     -------        -----     ------
(Loss) income from
     continuing operations           $ (642)     $ (113)       $ 333      $ 280
                                     ======      ======        =====      =====
(Loss) Earnings per share- basic     $(0.08)     $(0.01)      $ 0.04     $ 0.03
                                     ======      ======       ======     ======
(Loss) Earnings per share- diluted   $(0.08)     $(0.01)      $ 0.04     $ 0.03
                                     ======      ======       ======     ======


NOTE H - EQUITY-BASED COMPENSATION

     The Company applies the disclosure-only  provisions of FAS 123, "Accounting
for  Stock-Based   Compensation,"  as  amended  by  FAS  148,   "Accounting  for
Stock-Based  Compensation - Transition and Disclosure," and continues to measure
compensation cost in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Historically,  this has not resulted
in  compensation  cost upon the grant of options under a qualified  stock option
plan.  However,  in accordance  with FAS 123, as amended by FAS 148, the Company
provides pro forma  disclosures of net earnings  (loss) and earnings  (loss) per
share as if the fair value method had been applied beginning in fiscal 1996.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     The following table  illustrates  the effect on the Company's  consolidated
statements of operations had compensation cost for stock option awards under the
plans been determined based on the fair value at the grant dates consistent with
the provisions of FAS 123 as amended by FAS 148:

                                                Periods ended January 31
                                          Nine months            Three months
                                       2004        2003         2004      2003
                                       ----        ----         ----      ----
                                         (In thousands except per share data)

Net (Loss) Income, as reported        $ (643)     $    1       $  333     $ 239
                                      ======      ======       ======     =====
Net (Loss) Income - pro forma        $(1,228)      $(607)      $  131     $  46
                                     =======       =====       ======     =====

(Loss) Earnings per share, as reported:
   Basic                             $ (0.08)    $  0.00      $  0.04    $  0.03
                                     =======     =======      =======    =======
   Diluted                           $ (0.08)    $  0.00      $  0.04    $  0.03
                                     =======     =======      =======    =======
(Loss) Earnings per share- pro forma
   Basic                             $ (0.15)    $ (0.07)     $  0.02    $  0.01
                                     =======     =======      =======    =======
   Diluted                           $ (0.15)    $ (0.07)     $  0.02    $  0.01
                                     =======     =======      =======    =======

     The weighted  average  fair value of each option has been  estimated on the
date of grant using the  Black-Scholes  options pricing model with the following
weighted  average  assumptions  used for grants in 2004 and 2003,  respectively,
dividend yield of 1.83%;  expected volatility of 63% and 65%; risk free interest
rate (ranging from 5.5% to 8.0%);  and expected  lives ranging from seven to ten
years.


NOTE I - RESTRUCTURING CHARGE

     During fiscal year 2004, the Company's majority-owned  subsidiary in France
substantially  completed a restructuring  of its operations.  This resulted in a
charge to earnings of $431,000  for the nine months ended  January 31, 2004,  of
which  $305,000 was incurred  during the  three-month  period then ended.  These
charges  relate to severance  and special  compensation  payments to  discharged
employees.  During the nine months  ended  January 31,  2004,  the Company  paid
$110,000 of these charges. At January 31, 2004, the Company has accrued $256,000
related to  severance  payments  and  $65,000  related  to special  compensation
payments, in accordance with FAS 112, "Employers'  Accounting for Postemployment
Activities" and FAS 146,  "Accounting for Costs Associated with Exit or Disposal
Activities,"  respectively.  The  accrual is  expected  to be paid by the end of
fiscal year 2004.


NOTE J - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In April 2003,  the FASB issued  Statement No. 149  "Amendment of Statement
133 on  Derivative  Instruments  and Hedging  Activities"  ("FAS 149").  FAS 149
amends FAS 133 for certain decisions made by the FASB as part of the Derivatives
Implementation  Group  process.  FAS 149  also  amends  FAS  133 to  incorporate
clarifications  of the  definition  of a  derivative.  FAS 149 is effective  for
contracts entered into or modified after June 30, 2003, with certain exceptions,
and requires  prospective  application.  The adoption of FAS 149 had no material
effect on the Company's financial position, results of operations or cash flows.

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
No. 150,  "Accounting for Certain Financial  Instruments with Characteristics of
both Liabilities and Equity" ("FAS 150"). This statement  establishes  standards
for how an issuer classifies and measures in its statement of financial position
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  In accordance  with the  standard,  financial  instruments  that embody
obligations for the issuer are required to be classified as liabilities. FAS 150
is effective for financial  instruments  entered into or modified  after May 31,
2003,  and otherwise is effective at the  beginning of the first interim  period
beginning after June 15, 2003. The adoption of FAS 150 had no material effect on
the Company's financial position, results of operations or cash flows.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     In  December  2003,  the FASB  published a revision  to  Statement  No. 132
"Employers'  Disclosure  about  Pensions  and Other  Postretirement  Benefits an
amendment of FASB Statements No. 87, 88 and 106" ("FAS 132R"). FAS 132R requires
additional  disclosures  to those in the  original  FAS 132  about  the  assets,
obligations,  cash  flows,  and net  periodic  benefit  cost of defined  benefit
pension plans and other defined benefit  postretirement plans. The provisions of
FAS 132 remain in effect until the provisions of FAS 132R are adopted.  FAS 132R
is effective for financial  statements  with fiscal years ending after  December
15, 2003. The interim-period  disclosures required by FAS 132R are effective for
interim periods  beginning after December 15, 2003.  Adoption of FAS 132R is not
expected  to have a  material  impact on the  Company's  consolidated  financing
position, results of operations or cash flows.

     In  December   2003,   the  FASB  issued  FASB   Interpretation   No.  46R,
Consolidation  of Variable  Interest  Entities an  Interpretation  of ARB No. 51
("FIN 46R").  This  Interpretation,  which replaces FASB  Interpretation  No. 46
Consolidation  of Variable  Interest  Entities,  clarifies  the  application  of
Accounting  Research  Bulletin No. 51,  Consolidated  Financial  Statements,  to
certain entities in which equity investors do not have the  characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support.  Application  of FIN 46R is required in financial  statements of public
entities that have interests in variable interest entities or potential variable
interest entities commonly referred to as  special-purpose  entities for periods
ending after December 15, 2003. Application by public entities (other than small
business  issuers)  for all other types of  entities  is  required in  financial
statements  for  periods  ending  after  March 15,  2004.  The  Company is still
assessing  the  impact  that FIN 46R will  have on its  financial  position  and
results of operations.

                                     Item 2

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

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

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

Critical  Accounting  Policies  and  Estimates

     The Company's  significant  accounting  policies are described in Note 1 to
the consolidated  financial  statements included in the Company's April 30, 2003
Annual Report to Stockholders. The Company believes its most critical accounting
policies to be the recognition of revenue and costs on production  contracts and
the valuation of inventory. Each of these areas requires the Company to make use
of reasoned estimates including estimating the cost to complete a contract,  the
realizable  value of its inventory or the market value of its products.  Changes
in estimates can have a material impact on the Company's  financial position and
results of operations.

Revenue Recognition
-------------------

     Revenues under larger, long-term contracts,  generally defined as orders in
excess of $100,000,  are reported in operating  results using the  percentage of
completion  method.  For U.S.  Government and other  fixed-price  contracts that
require initial design and development of the product,  revenue is recognized on
the cost-to-cost method.  Under this method,  revenue is recorded based upon the
ratio that incurred costs



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

bear to total  estimated  contract  costs with related cost of sales recorded as
the costs are incurred.  Each month management reviews estimated contract costs.
The effect of any change in the estimated gross margin percentage for a contract
is reflected in revenues in the period in which the change is known.  Provisions
for anticipated  losses on contracts are made in the period in which they become
determinable.

     On  production-type  contracts,  revenue is recorded as units are delivered
with  the  related  cost of  sales  recognized  on each  shipment  based  upon a
percentage of estimated  final contract  costs.  Changes in job  performance may
result in  revisions  to costs and  income and are  recognized  in the period in
which revisions are determined to be required. Provisions for anticipated losses
on contracts are made in the period in which they become determinable.

     Contracts in the  Company's  Gillam-FEI  and  FEI-Zyfer  segments,  smaller
contracts or orders in the other  business  segments,  and sales of products and
services to customers  are reported in operating  results based upon shipment of
the product or performance of the services  pursuant to contractual  terms. When
payment is contingent upon customer acceptance of the installed system,  revenue
is deferred until such acceptance is received and installation completed.

Costs and Expenses
------------------

     Contract   costs   include  all  direct   material,   direct  labor  costs,
manufacturing  overhead and other direct costs related to contract  performance.
Selling, general and administrative costs are charged to expense as incurred.

Inventory
---------

     In accordance  with industry  practice,  inventoried  costs contain amounts
relating to contracts and programs  with long  production  cycles,  a portion of
which will not be realized within one year.  Inventory  reserves are established
for  slow-moving and obsolete items and are based upon  management's  experience
and  expectations  for future  business.  Any changes in reserves  arising  from
revised  expectations  are reflected in cost of sales in the period the revision
is made.


RESULTS OF OPERATIONS

     The table below sets forth for the respective  periods of fiscal years 2004
and 2003 the percentage of consolidated  net sales  represented by certain items
in the Company's consolidated statements of operations:
                                            Nine months           Three months
                                                  Periods ended January 31,
                                         2004        2003        2004      2003
                                         ----        ----        ----      ----
 Net Sales
    Commercial Communications            57.8%       49.1%       56.8%     52.6%
    U.S. Government                      16.3        28.0        12.0      27.4
    Gillam-FEI                           16.0        25.0        19.4      22.2
    FEI-Zyfer                            12.2          -         14.5        -
    less intercompany sales              (2.3)       (2.1)       (2.7)     (2.2)
                                        -----       -----       -----     -----
                                        100.0       100.0       100.0     100.0
 Cost of Sales                           67.5        68.4        66.0      67.3
                                        -----       -----       -----     -----
                        Gross Margin     32.5        31.6        34.0      32.7
 Selling and administrative expenses     24.8        24.6        21.0      22.3
 Restructuring charge                     1.3          -          2.2        -
 Research and development expenses       13.1        12.0         9.9      13.5
                                        -----       -----       -----     -----
             Operating (Loss) Profit     (6.7)       (5.0)        0.9      (3.1)

 Other income (expense)- net              5.1         5.0         2.7       6.7
                                        -----       -----       -----     -----
 Pretax (Loss) Income                    (1.6)        0.0         3.6       3.6
 Provision for income taxes               0.3         0.0         1.3       1.0
                                        -----       -----       -----     -----
                  Net (Loss) Income      (1.9)%       0.0%        2.3%      2.6%
                                        =====       =====       =====     =====



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     During the first quarter of fiscal 2004, the Company  acquired the business
and net assets of Zyfer, Inc., a wholly-owned  subsidiary of Odetics, Inc., in a
cash  transaction.  The  results  of  operations  for the nine- and  three-month
periods ended  January 31, 2004,  include the results of operations of FEI-Zyfer
from May 9, 2003 through  January 31, 2004. The Company  considers the operating
and net losses of  FEI-Zyfer  during the nine  months  ended  January  31,  2004
($907,000  and  $639,000,  respectively)  to be  part of its  investment  in the
technologies and skills that were obtained with the FEI-Zyfer acquisition.

     For the nine months ended January 31, 2004, the operating loss increased by
$981,000  (80%) to $2.2  million,  from $1.2  million for the same period  ended
January 31, 2003. The net loss of $643,000 for the nine months ended January 31,
2004 is  compared  to net income of $1,000 in the third  quarter of fiscal  year
2003.  These  results  include  the losses of  FEI-Zyfer  and also  reflect  the
continuing  impact of the slowdown in the European  telecommunications  industry
over the past several quarters.  Fiscal year 2004 third quarter operating income
of $129,000  increased  by $424,000  from an  operating  loss of $295,000 in the
third  quarter of fiscal  year 2003.  Net  income of  $333,000  during the third
quarter  of fiscal  year 2004  increased  by  $94,000  (39%)  over net income of
$239,000 in the third  quarter of fiscal year 2003.  The  improvement  in fiscal
year 2004 third  quarter  results is  attributable  to  increased  revenues,  as
detailed below, and FEI-Zyfer's  operating profit and net income of $102,000 and
$72,000, respectively.

     Revenues for the nine and three months ended January 31, 2004, increased by
$8.3 million (34%) and $4.7 million (50%),  respectively,  from the same periods
of fiscal year 2003. The fiscal 2004 periods  include  revenues for FEI-Zyfer of
$4.0 million and $2.0 million,  respectively.  Also, during the first quarter of
fiscal year 2004, the Company recorded a sale of approximately $900,000 for seed
stock units which, to accommodate certain wireless infrastructure customers, had
been provided to them during fiscal year 2003.  Excluding revenues from the seed
stock units for the nine-month  period and FEI-Zyfer  revenues for both periods,
fiscal year 2004  revenues  increased  by $3.4  million  (14%) and $2.6  million
(28%),  respectively,  over the nine- and three-month  periods ended January 31,
2003. On a segment by segment  basis,  for the fiscal  periods ended January 31,
2004,  Commercial  Communications  revenues increased by 50% for the nine months
(excluding seed stock revenues) and 61% for the three-month  period;  Gillam-FEI
revenues  decreased  by 14% for the nine  months  and  increased  by 31% for the
three-month  period,  and US Government  revenues  decreased by 22% for the nine
months  and  34% for  the  three-month  period.  The  Commercial  Communications
revenues  reflect  growth in capital  spending  in the  wireless  infrastructure
industry as well as increases in commercial  communication  satellite  activity.
Gillam-FEI  revenues  continued  to reflect  the  deferral  or  postponement  of
telecommunications  spending  in Europe  which now appears to be  improving.  US
Government  segment  revenues  declined as the Company neared the end of certain
long-term contracts.

     Gross margin  rates for the nine and three  months ended  January 31, 2004,
improved  to 32.5% and  34.0%,  respectively,  from  31.6% and 32.7% in the same
periods of fiscal year 2003.  Gross  margins for all  segments are less than the
Company's  target of 40% as sales volumes,  particularly in fiscal year 2003 and
the first half of fiscal year 2004, did not fully absorb fixed costs. Margins on
initial and early stage development US Government  contracts are generally lower
than production  orders and this factor impacted overall margins in that segment
during  fiscal  year 2004.  The delay in  infrastructure  spending  by  European
telecommunications companies drove down Gillam-FEI sales volume and thus margins
as well. With recent contract bookings, the Company expects to realize a greater
level of sales in the last quarter of the current  fiscal year and during fiscal
year 2005,  which  should  result in  improved  profit  margins in these  future
periods.

     During fiscal year 2004, the Company's majority-owned  subsidiary in France
substantially  completed a restructuring  of its operations.  This resulted in a
charge to earnings of $431,000  for the nine months ended  January 31, 2004,  of
which  $305,000  was  incurred  during the  three-month  period then ended.  The
Company does not expect to incur significant costs in the future related to this
restructuring  although it may  recognize  a one-time  gain upon the sale of the
subsidiary's current manufacturing facility.

     Excluding  the   restructuring   charge   discussed   above,   selling  and
administrative  costs for the nine and three  months  ended  January  31,  2004,
increased by $2.1 million (35%) and $846,000 (40%), respectively,  over the same
periods of fiscal year 2003. Excluding the fiscal year 2004 effect of FEI-Zyfer,
selling and administrative  costs increased by $384,000 (6%) and $213,000 (10%),
respectively, from the nine and three month periods of fiscal year 2003. Most



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

of the nine-month increase is attributable to expenses at the Company's European
subsidiaries resulting from the significant year-over-year increase in the value
of the euro to the US  dollar.  Third  quarter  results  were also  impacted  by
increased  costs to support  the  Company's  European  sales  office,  continued
investment  in the  Company's  China  manufacturing  facility and, in the United
States, by increased sales and marketing costs as well as accruals for incentive
compensation plans due to improving  profitability.  The Company targets selling
and administrative  costs at 20% of revenues but has not achieved that result in
recent  quarters due to reduced revenue  levels.  In prior periods,  the Company
took steps to control and reduce its selling and  administrative  expenses  such
that, on increased revenues in subsequent fiscal quarters, it expects to achieve
its targeted ratio of costs to sales.

     Research and  development  costs in the nine and three months ended January
31, 2004  increased by $1.4 million (47%) and $125,000 (10%) over the comparable
periods ended January 31, 2003.  The  increases  include  $860,000 and $250,000,
respectively,  in development spending on GPS systems by FEI-Zyfer. In addition,
Gillam-FEI  is working  aggressively  to complete  the  development  of its next
generation wireline signal  synchronization unit (designated  "US5G"),  which it
expects to have ready for market before the end of fiscal year 2004. The Company
targets research and development spending at approximately 10% of sales, but the
rate of  spending  can  increase  or  decrease  from  quarter  to quarter as new
projects are identified  and others are concluded.  The Company will continue to
devote significant resources to develop new products,  enhance existing products
and implement  efficient  manufacturing  processes.  During this fiscal year, in
addition to Gillam-FEI's  US5G product and FEI-Zyfer's GPS systems,  the Company
is developing a common platform for time and frequency generators for commercial
communications,  low-g (gravity) sensitivity  oscillators for defense and secure
applications and identifying new applications for its technologies.  For certain
programs,  the Company  obtains  development  contracts from its customers.  For
programs without such funding,  internally  generated cash and cash reserves are
adequate to fund this development effort.

     Net nonoperating income and expense increased by $333,000 (28%) in the nine
month  period ended  January 31, 2004 and declined by $268,000  (43%) during the
three month period then ended, compared to the same periods of fiscal year 2003.
Investment  income  increased by $437,000 (33%) during the nine months of fiscal
year 2004 compared to the same period of fiscal year 2003 and included  realized
gains of  approximately  $480,000  compared to net realized losses of $57,000 in
the prior year.  For the three month period ended  January 31, 2004,  investment
income  declined by $124,000  (22%) from the same period of fiscal year 2003 due
to the realized gains in the prior year versus no gains or losses in the current
fiscal year period.  Interest expense in the nine- and three-month periods ended
January 31,  2004,  increased by $16,000  (8%) and $9,000  (12%),  respectively,
compared to the same periods of fiscal year 2003. This reflects increases in the
short-term borrowing  requirements of the Company. Other expense, net, decreased
by $88,000  and  $135,000,  respectively,  during the fiscal  year 2004  periods
compared  to the nine and three  months  ended  January 31,  2003.  In the third
quarter of fiscal year 2003, the Company realized a gain of $148,000 on the sale
of a  portion  of a  building  owned  by its  French  subsidiary.  Other  income
(expense),  net, consists principally of certain non-recurring  transactions and
is generally not significant to net income.

     The  Company is subject to  taxation in several  countries.  The  statutory
federal rates vary from 34% in the United States to 35% in Europe. The Company's
effective   rate  is  lower  than  the  statutory  rate  primarily  due  to  the
availability of Research and  Development Tax Credits in the United States.  Tax
losses  originating  at the Company's  European and Asian  subsidiaries  are not
consolidated  with U.S. source income.  Consequently,  for the nine months ended
January  31,  2004,  the  Company  recorded a tax  expense  despite  recording a
consolidated pretax loss. The Company's European subsidiaries have available net
operating  loss  carryforwards  of  approximately  $2.0 million to offset future
taxable income.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position of $62  million at January 31,  2004,  which is  comparable  to working
capital at April 30,  2003.  Included in working  capital at January 31, 2004 is
$30.5 million of cash,  cash  equivalents and marketable  securities,  including
$12.4 million of REIT units which are convertible to Reckson  Associates  Realty
Corp. common stock.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     Net cash used in operating activities for the nine months ended January 31,
2004,  was $4.5  million  compared to $379,000  provided  by  operations  in the
comparable  fiscal  year 2003  period.  Approximately  $2.6  million was used to
support the operations of the Company's new subsidiary,  FEI-Zyfer.  The Company
considers  the  infusion  of  working  capital  into  FEI-Zyfer  as  part of its
investment  in this  entity to  enable it to  achieve  better  results  than the
predecessor  company  experienced in recent years. The other major components of
the use of cash during the fiscal year 2004 period are the growth in inventories
and accounts  receivable.  Both are  reflective of the recent sales growth trend
and the need to acquire  inventory to meet expected demand.  The Company expects
that it will generate  positive cash flow from operating  activities  during the
last quarter of fiscal year 2004; however,  this inflow may not be sufficient to
exceed  the  investments  made in the  first  nine  months of the  fiscal  year.
Consequently, the Company may report a net use of cash from operating activities
for the full fiscal year. The Company anticipates  improved operating results in
fiscal year 2005 and expects to generate  positive cash flow from  operations in
that year.

     Net cash used in investing activities for the nine months ended January 31,
2004,  was $505,000.  The principal use of cash was to acquire the net assets of
FEI-Zyfer for  approximately  $2.7 million.  This acquisition and the subsequent
financial support, as discussed in the preceding paragraph, was partially funded
by the redemption or sale of certain marketable  securities.  Approximately $3.0
million  was  obtained  from  the  sale  or  redemption  of  certain  marketable
securities net of purchases of other marketable  securities.  These inflows were
offset by the acquisition of capital equipment for approximately  $900,000.  The
Company may continue to acquire or sell marketable securities as dictated by its
investment  strategies as well as by the cash  requirements  for its development
activities.

     The Company will continue to acquire more  efficient  equipment to automate
its  production  process and expand its capacity.  The Company  expects to spend
approximately  $1 million on capital  equipment during fiscal year 2004 and less
than $2 million in fiscal year 2005.  Internally generated cash will be adequate
to acquire this capital equipment.

     Net cash provided by financing activities for the nine months ended January
31,  2004,  was  $1.4  million  compared  to the  use of  $2.7  million  for the
comparable  fiscal year 2003 period.  Included in both fiscal periods is payment
of the Company's  semiannual  dividend in the aggregate  amount of $1.7 million.
During  fiscal year 2004,  the Company took  advantage of the low interest  rate
environment  and borrowed $2.8 million against a credit line which is secured by
a substantial  portion of the Company's portfolio of marketable  securities.  In
addition,  during fiscal year 2004 the Company made scheduled  payments  against
debt and other obligations of $387,000.



     At January 31, 2004, the Company's  backlog amounted to  approximately  $46
million compared to the  approximately $31 million backlog at April 30, 2003. Of
this backlog, approximately 80% is realizable in the next twelve months.


                                     Item 3.

Quantitative and Qualitative Disclosures about Market Risk

     Interest Rate Risk
     ------------------
     The Company is exposed to market risk related to changes in interest  rates
and market values of securities,  including  participation  units in the Reckson
Operating Partnership, L.P. The Company's investments in fixed income and equity
securities  were $15.3 million and $12.4 million,  respectively,  at January 31,
2004. The investments are carried at fair value with changes in unrealized gains
and losses recorded as adjustments to  stockholders'  equity.  The fair value of
investments in marketable securities is generally based on quoted market prices.
Typically,  the fair market value of  investments  in fixed  interest  rate debt
securities  will increase as interest  rates fall and decrease as interest rates
rise. Based on the Company's overall interest rate exposure at January 31, 2004,
a 10% change in market  interest  rates would not have a material  effect on the
fair value of the Company's fixed income securities or results of operations.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     Foreign Currency Risk
     ---------------------
     The Company is subject to foreign  currency  translation  risk. The Company
does not have any near-term intentions to repatriate invested cash in any of its
foreign-based  subsidiaries.  For this  reason,  the Company  does not intend to
initiate any exchange  rate hedging  strategies  which could be used to mitigate
the effects of foreign  currency  fluctuations.  The effects of foreign currency
rate fluctuations will be recorded in the equity section of the balance sheet as
a component of other  comprehensive  income.  As of January 31, 2004, the amount
related to foreign currency exchange rates is a $3,658,000 unrealized gain.

     The results of operations of foreign subsidiaries,  when translated into US
dollars,  will reflect the average rates of exchange for the periods  presented.
As a result, similar results of operations measured in local currencies can vary
significantly  upon  translation  into US dollars if  exchange  rates  fluctuate
significantly from one period to the next.

                                     Item 4.

Controls and Procedures

     As required by Rule 13a-15(b) of the  Securities  Exchange Act of 1934 (the
"Exchange  Act"),  the  Company's  management,  including  the  Company's  Chief
Executive Officer and Chief Financial  Officer,  has evaluated the effectiveness
of its disclosure controls and procedures as of the end of the period covered by
this quarterly report. Based on that evaluation, the Chief Executive Officer and
Chief Financial  Officer have concluded that the Company's  disclosure  controls
and  procedures  (as  defined in Rule  13a-15(e)  under the  Exchange  Act) were
effective as of the end of the period covered by this quarterly report.

     As  required  by  Rule   13a-15(d)  of  the  Exchange  Act,  the  Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  has evaluated the Company's internal control over financial  reporting
(as defined in Rule 13a-15(f)  under the Exchange Act) to determine  whether any
changes  occurred during the quarter covered by this report that have materially
affected,  or are reasonably likely to materially  affect,  its internal control
over  financial  reporting.  Based on that  evaluation,  there  has been no such
change during the quarter covered by this report.



                                     PART II

ITEM 1 - Legal Proceedings

                                      None

ITEM 6 - Exhibits and Reports on Form 8-K

  (a) 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.

  (b) Reports on Form 8-K-

     No  filings  on Form 8-K were made  during  the  three-month  period  ended
     January 31, 2004.



<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, 2004                  BY  /s/ Alan Miller
                                          --------------------
                                            Alan Miller
                                            Chief Financial Officer
                                            and Controller




<PAGE>


                                                                    Exhibit 31.1

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

Certification of CEO

I, Martin B. Bloch, certify that

1.   I  have  reviewed  this   quarterly   report  on  Form  10-Q  of  Frequency
     Electronics, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.



     Martin B. Bloch                                              March 16, 2004
    -----------------
     Martin B. Bloch
     Chief Executive Officer



<PAGE>


                                                                    Exhibit 31.2

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

Certification of CFO

I, Alan L. Miller, certify that

1.   I  have  reviewed  this   quarterly   report  on  Form  10-Q  of  Frequency
     Electronics, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.




     Alan L. Miller                                               March 16, 2004
    ------------------
     Alan L. Miller
     Chief Financial Officer





<PAGE>


                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Certification of CEO

In connection  with the  Quarterly  Report of Frequency  Electronics,  Inc. (the
"Company")  on Form 10-Q for the period ended January 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Martin
B. Bloch, Chief Executive Officer of the Company,  certify,  pursuant to Section
18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2003, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.


     Martin B. Bloch                                              March 16, 2004
    -----------------
     Martin B. Bloch
     Chief Executive Officer



          A signed original of this written  statement  required by Section 906,
          or other document authenticating, acknowledging, or otherwise adopting
          the signature that appears in typed form within the electronic version
          of this written  statement  required by Section 906, has been provided
          to the Company and will be  retained by the Company and  furnished  to
          the Securities and Exchange Commission or its staff upon request.

          This  certification  accompanies  this Report on Form 10-Q pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
          the extent  required by such Act,  be deemed  filed by the Company for
          purposes  of Section 18 of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act"). Such certification will not be deemed to
          be  incorporated by reference into any filing under the Securities Act
          of 1933, as amended,  or the Exchange  Act,  except to the extent that
          the Company specifically incorporates it by reference.





<PAGE>


                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Certification of CFO

In connection  with the  Quarterly  Report of Frequency  Electronics,  Inc. (the
"Company")  on Form 10-Q for the period ended January 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Alan L.
Miller, Chief Financial Officer of the Company,  certify, pursuant to Section 18
U.S.C.  1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.


     Alan L. Miller                                               March 16, 2004
    ------------------
     Alan L. Miller
     Chief Financial Officer



          A signed original of this written  statement  required by Section 906,
          or other document authenticating, acknowledging, or otherwise adopting
          the signature that appears in typed form within the electronic version
          of this written  statement  required by Section 906, has been provided
          to the Company and will be  retained by the Company and  furnished  to
          the Securities and Exchange Commission or its staff upon request.

          This  certification  accompanies  this Report on Form 10-Q pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
          the extent  required by such Act,  be deemed  filed by the Company for
          purposes  of Section 18 of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act"). Such certification will not be deemed to
          be  incorporated by reference into any filing under the Securities Act
          of 1933, as amended,  or the Exchange  Act,  except to the extent that
          the Company specifically incorporates it by reference.