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, 1999

                                       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
December 7, 1999 - 7,689,024


                                  Page 1 of 15




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                  Page No.

  Item 1 - Financial Statements:

      Consolidated Condensed Balance Sheets -
          October 31, 1999 and April 30, 1999                      3-4

      Consolidated Condensed Statements of Operations
          Six Months Ended October 31, 1999 and 1998                5

      Consolidated Condensed Statements of Operations
          Three Months Ended October 31, 1999 and 1998              6

      Consolidated Condensed Statements of Cash Flows
          Six Months Ended October 31, 1999 and 1998                7

      Notes to Consolidated Condensed Financial Statements        8-10

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


Part II.  Other Information:

  Item 1 - Legal Proceedings                                       14

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

  Signatures                                                       15





















                                     2 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Consolidated Condensed Balance Sheets



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

ASSETS:

Current assets:

        Cash and cash equivalents                $  1,540           $     567

        Marketable securities                      37,382              38,720

        Accounts receivable, net                    9,706              12,190

        Inventories                                10,177               9,696

        Deferred income taxes                       2,986               2,336

        Prepaid and other                             823               1,182
                                                  -------             -------

            Total current assets                   62,614              64,691

Property, plant and equipment, net                  9,391               9,489

Deferred income taxes                                 545                 500

Other assets                                        3,770               3,675
                                                  -------             -------

            Total assets                          $76,320             $78,355
                                                  =======             =======


















           See accompanying notes to consolidated condensed financial
                                   statements.

                                     3 of 15


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Consolidated Condensed Balance Sheets (Continued)




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

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Current maturities of long-term debt       $   239             $   489
        Accounts payable - trade                       406                 837
        Dividend payable                               769                 766
        Accrued liabilities and other                2,214               2,797
                                                   -------             -------
            Total current liabilities                3,628               4,889

Deferred compensation                                5,188               5,165
Deposit liability and other                         11,685              11,794
                                                   -------             -------
            Total liabilities                       20,501              21,848
                                                   -------             -------
Stockholders' equity:
        Preferred stock  - $1.00 par value             -0-                 -0-
        Common stock  -  $1.00 par value             9,009               9,009
        Additional paid - in capital                37,251              36,940
        Retained earnings                           15,817              15,653
                                                   -------             -------
                                                    62,077              61,602
        Common stock reacquired and held in
        treasury - at cost, 1,320,234 shares
        at October 31, 1999 and 1,346,850 shares
        at April 30, 1999                           (3,984)             (4,058)
        Unamortized ESOP debt                         (250)               (500)
        Notes receivable  - common stock              (280)               (287)
        Unearned compensation                          (33)                (47)
        Accumulated other comprehensive loss        (1,711)               (203)
                                                   -------             -------
             Total stockholders' equity             55,819              56,507
                                                   -------             -------

Total liabilities and stockholders' equity         $76,320             $78,355
                                                   =======             =======












           See accompanying notes to consolidated condensed financial
                                  statements.

                                     4 of 15


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                          Six Months Ended October 31,
                                   (Unaudited)

                                                       1999          1998
                                            (In thousands except per share data)


Net Sales                                            $11,500       $13,195
                                                     -------       -------

Cost of sales                                          6,427         8,781
Insurance reimbursement                                    -        (4,500)
Selling and administrative expenses                    2,324         2,320
Research and development expenses                      2,490         1,966
                                                     -------       -------
        Total operating expenses                      11,241         8,567
                                                     -------       -------
             Operating profit                            259         4,628

Other income (expense):
     Investment income                                 1,310         1,091
     Interest expense                                   (161)         (174)
     Other income (expense), net                          24           (18)
                                                     -------       -------
Earnings before provision for
        income taxes                                   1,432         5,527

Income tax provision
        Current                                          200         1,400
        Deferred                                         310           400
                                                     -------       -------
                                                         510         1,800
                                                     -------       -------
Net earnings                                         $   922       $ 3,727
                                                     =======       =======

Net earnings per common share
        Basic                                        $  0.12       $  0.50
                                                     =======       =======
        Diluted                                      $  0.12       $  0.47
                                                     =======       =======
Average shares outstanding
        Basic                                       7,566,569     7,507,383
                                                    =========     =========
        Diluted                                     7,933,654     7,847,101
                                                    =========     =========










           See accompanying notes to consolidated condensed financial
                                  statements.

                                     5 of 15


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                         Three Months Ended October 31,
                                   (Unaudited)


                                                     1999              1998
                                            (In thousands except per share data)


Net Sales                                          $ 6,036           $ 6,180
                                                   -------           -------

Cost of sales                                        3,355             4,155
Insurance reimbursement                                  -            (4,500)
Selling and administrative expenses                  1,112             1,126
Research and development expenses                    1,240             1,171
                                                   -------           -------
        Total operating expenses                     5,707             1,952
                                                   -------           -------

             Operating profit                          329             4,228

Other income (expense)
     Investment income                                 570               442
     Interest expense                                  (78)              (85)
     Other income, net                                 (63)               24
                                                   -------           -------
Earnings before provision for
        income taxes                                   758             4,609

Income tax provision
        Current                                        150             1,350
        Deferred                                       130                50
                                                   -------           -------
                                                       280             1,400
                                                   -------           -------
Net earnings                                       $   478           $ 3,209
                                                   =======           =======


Net earnings per common share
        Basic                                      $  0.06            $ 0.43
                                                   =======            ======
        Diluted                                    $  0.06            $ 0.41
                                                   =======            ======
Average shares outstanding
        Basic                                     7,577,010         7,499,924
                                                  =========         =========
        Diluted                                   7,979,270         7,776,478
                                                  =========         =========








           See accompanying notes to consolidated condensed financial
                                  statements.

                                     6 of 15


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Cash Flows

                          Six Months Ended October 31,
                                   (Unaudited)


                                                         1999              1998
                                                         ----              ----
                                                             (In thousands)

Cash flows from operating activities:
        Net earnings                                  $    922         $ 3,727
        Non-cash charges to earnings                     1,496           1,811
        Litigation settlement                                -          (8,000)
        Insurance reimbursement accrual                      -          (4,500)
        Net changes in other assets and liabilities        987            (209)
                                                      --------         -------
Net cash provided by (used in) operating activities      3,405          (7,171)

Cash flows from investing activities:
        (Purchase) sale of marketable securities          (978)          2,317
        Other - net                                       (438)           (610)
                                                      --------         -------
Net cash (used in) provided by investing activities     (1,416)          1,707

Cash flows from financing activities:
        Payment of cash dividend                          (766)           (771)
        Other - net                                       (250)           (607)
                                                      --------         -------
Net cash used in financing activities                   (1,016)         (1,378)
                                                      --------         -------

         Net increase (decrease) in cash                   973          (6,842)

         Cash at beginning of period                       567           8,725
                                                      --------         -------

         Cash at end of period                        $  1,540         $ 1,883
                                                      ========         =======




















           See accompanying notes to consolidated condensed financial
                                  statements.

                                     7 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
     consolidated condensed interim financial statements reflect all adjustments
     (which  include  only normal  recurring  adjustments)  necessary to present
     fairly, in all material  respects,  the consolidated  financial position of
     the Company as of October 31,  1999 and the results of its  operations  and
     cash flows for the three and six months  ended  October  31, 1999 and 1998.
     The April 30, 1999  consolidated  condensed  balance sheet was derived from
     audited financial statements.  Certain information and footnote disclosures
     normally  included in  financial  statements  prepared in  accordance  with
     generally accepted accounting principles have been condensed or omitted. It
     is suggested that these consolidated condensed financial statements be read
     in conjunction with the financial  statements and notes thereto included in
     the Company's April 30, 1999 Annual Report to Stockholders.  The results of
     operations for such interim periods are not  necessarily  indicative of the
     operating results for the full year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
     diluted Earnings Per Share are as follows:
                                                 Periods ended October 31,
                                             Six months         Three months
                                             ----------         ------------
                                          1999      1998       1999       1998
                                          ----      ----       ----       ----
       Basic EPS Shares outstanding
         (weighted average)            7,566,569 7,507,383  7,577,010  7,499,924
       Effect of Dilutive Securities     367,085   339,718    402,260    276,554
                                      ---------- --------- ---------- ----------
       Diluted EPS Shares outstanding  7,933,654 7,847,101  7,979,270  7,776,478
                                       ========= =========  =========  =========

     Options to purchase 258,375 shares of common  stock were outstanding during
     the six and three months ended October 31, 1999,  compared  to  265,500 and
     118,500  shares for  the  comparable  periods  in  fiscal  year 1999. These
     shares were not included in the computation of diluted earnings  per  share
     because the  exercise  price of the options  was  greater than  the average
     market price of the Company's  common shares during the respective periods.
     Since the inclusion of such options would have been  antidilutive they  are
     excluded from the computation.

NOTE C - DEFERRED INCOME TAXES

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

NOTE D - ACCOUNTS RECEIVABLE

     Accounts  receivable  at October 31, 1999 and April 30, 1999 include  costs
     and  estimated  earnings  in excess of billings  on  uncompleted  contracts
     accounted  for on the  percentage  of  completion  basis  of  approximately
     $5,490,000 and $6,657,000,  respectively.  Such amounts  represent  revenue
     recognized on long-term  contracts  that had not been billed at the balance
     sheet dates. Such amounts are billed pursuant to contract terms.



                                     8 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE E - INVENTORIES

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

                                             October 31, 1999     April 30, 1999
                                                        (In thousands)

         Raw materials and Component parts      $ 2,951               $ 3,028
         Work in progress                         7,226                 6,668
                                                -------               -------
                                                $10,177               $ 9,696
                                                =======               =======

NOTE F -COMPREHENSIVE INCOME

     For the six months  ended  October 31, 1999 and 1998,  total  comprehensive
     income (loss) was ($586,000) and $3,253,000,  respectively.  For the second
     quarter of fiscal  years  2000 and 1999,  comprehensive  income  (loss) was
     ($853,000) and $2,929,000, respectively.

NOTE G - SEGMENT INFORMATION

The Company operates under two reportable segments:
     1.  Commercial wireless  communications - consists  principally of time and
         frequency  control products used in two principal  markets-  commercial
         communication  satellites and terrestrial  cellular  telephone or other
         ground-based telecommunication stations.
     2.  U.S.  Government - consists of time and frequency control products used
         for national defense or space-related programs.

     The  table  below  presents   information   about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):
                                                Six months ended October 31,
                                                    1999              1998
  Net sales:
      Wireless Communications                     $ 9,868            $11,104
      U.S. Government                               1,632              2,091
                                                  -------            -------
         Consolidated Sales                       $11,500            $13,195
                                                  =======            =======
  Operating (loss) profit:
      Wireless Communications                     $   189            $   179
      U.S. Government                                 290                 (3)
      Corporate                                      (220)             4,452
                                                  -------            -------
         Consolidated Operating Profit            $   259            $ 4,628
                                                  =======            =======

                                             October 31, 1999    April 30, 1999
  Identifiable assets:
      Wireless Communications                     $14,709            $16,968
      U.S. Government                               5,174              4,918
      Corporate                                    56,437             56,469
                                                  -------            -------
         Consolidated Identifiable Assets         $76,320            $78,355
                                                  =======            =======


                                     9 of 15
<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE H -INSURANCE REIMBURSEMENT AND CONTINGENCIES

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

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


Item 2

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

RESULTS OF OPERATIONS

The table below sets forth the percentage of consolidated net sales  represented
by certain items in the Company's consolidated  statements of operations for the
respective six- and three-month periods of fiscal years 2000 and 1999:

                                                Six months       Three months
                                                  Periods ended October 31,
                                              1999      1998      1999      1998
                                              ----      ----      ----      ----
     Net Sales
        Wireless Communications               85.8%     84.2%      87.0%   6.1%
        US Government                         14.2      15.8       13.0    13.9
                                             -----     -----      -----   -----
                                             100.0     100.0      100.0   100.0

     Cost of Sales                            55.9      66.5       55.6    67.2
     Insurance reimbursement                   -       (34.1)       -     (72.8)
     Selling and administrative expenses:     20.2      17.6       18.4    18.2
     Research and development expenses        21.7      14.9       20.6    19.0
                                             -----     -----      -----   -----
        Operating profit                       2.2      35.1        5.4    68.4

     Other income (expense)- net              10.2       6.8        7.1     6.2
                                             -----     -----      -----   -----
     Pretax Income                            12.4      41.9       12.5    74.6
     Provision for income taxes                4.4      13.6        4.6    22.7
                                             -----     -----      -----   -----
        Net earnings                           8.0%     28.3%       7.9%  51.9%
                                             =====     =====      =====   =====


On  November  17,  1998,   the  Company   received  $4.5  million   representing
reimbursement of prior year litigation costs under the Company's  Directors' and
Officers'  liability   insurance  policies.   (See  Part  II,  ITEM  1  -  Legal
Proceedings)  This amount was reported as a reduction of operating  expenses for
the  six- and  three-month  periods  of the 1999  fiscal  year.  Excluding  this
one-time item, for the six- and three-month

                                    10 of 15


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

periods ended October 31, 1999,  operating  profit  increased by $131,000 (102%)
and $601,000 (NM), respectively, over the comparable periods of fiscal year 1999
while  net   earnings   increased  by  $230,000   (33%)  and  $402,000   (529%),
respectively.   These  positive   outcomes  were   principally   the  result  of
improvements in gross margin rates as discussed  below.  The higher gross margin
was partially offset by increased  research and development  spending during the
fiscal year 2000 periods, a continuation of the development  programs which were
initiated during fiscal 1999.

Net sales  declined $1.7 million (13%) and $144,000 (2%),  respectively,  during
the six- and three-month  periods ended October 31, 1999 as compared to the same
periods of fiscal 1999.  These results  reflect the  Company's  fiscal year 1999
announcement  and  execution  of its plan to  apply  internal  resources  toward
development  of  additional  products  to  fulfill  expected  future  demand for
commercial  space  hardware  as well  as  next-generation  terrestrial  wireless
communications  products.  As those  resources  were applied during fiscal 1999,
sales began to trend  downward.  Sales in the first half of fiscal year 2000 are
now  rebounding  from the low levels of the latter half of fiscal 1999 as demand
increases for the Company's terrestrial wireless  communications  products. This
trend is expected to continue for fiscal 2000 and beyond.

Gross  margins  for the six- and  three-month  periods  ended  October  31, 1999
improved significantly over the fiscal 1999 periods, increasing to 44% from 33%.
The fiscal year 2000 margins on wireless  communications  revenues  were 45% and
44%, respectively, as compared to 39% and 48%, respectively, for U.S. Government
programs.  During the six- and three-month periods ended October 31, 1998, gross
margins on wireless  communications sales were 36% and 35%, respectively,  while
margins  on  U.S.  Government  programs  were  20%.  The  increase  in  wireless
communications  margins is due to significant  improvements in the manufacturing
processes for these products.  The improvement in U.S. Government margins in the
fiscal 2000 period is  attributable  to the  conclusion of certain  unprofitable
contracts for which loss reserves were recorded in prior years. With the present
mix of  wireless  communications  versus  U.S.  Government  projects  and recent
contract  bookings,  the Company expects to maintain this improved profit margin
level for the remainder of fiscal 2000.

Selling and  administrative  costs for the six- and  three-month  periods  ended
October 31,  1999,  were  approximately  the same as the  comparable  periods of
fiscal year 1999.  The  Company  anticipates  that fiscal year 2000  selling and
administrative  expenses  will be  comparable  to that  incurred in fiscal 1999,
although, as a percentage of sales, the ratio should decrease.

Research and development  costs in the fiscal 2000 periods increased by $524,000
(27%) and $69,000 (6%) over the comparable  six- and  three-month  periods ended
October 31,  1998.  As  indicated  previously,  the Company  continued to devote
significant  resources  to develop a line of generic  products to be used as the
building  blocks  for  the  commercial  satellite  transponder  market  as  well
developing  new products and  enhancing  existing  products for the  terrestrial
wireless  communications  market. The Company anticipates that although research
and  development  spending  will  continue at a high level for the  remainder of
fiscal  2000,  the rate will be less than that  incurred in fiscal  1999.  Total
research and development spending in fiscal 2000 is expected to be approximately
$4 million. Internally generated cash and cash reserves will be adequate to fund
this development effort.

Net  nonoperating  income and expense  increased  by $274,000  (30%) and $48,000
(13%) in the six- and  three-month  periods  ended  October  31,  1999  from the
comparable  fiscal 1999 periods.  Investment  income increased by $219,000 (20%)
and  $128,000  (29%),  respectively,  in the fiscal year 2000  periods  over the
comparable  1999  periods.  This is the result of realized  gains on the sale of
certain  marketable  securities  during  the first  quarter  of fiscal  2000 and
reduced  investment  in tax-free  municipal  bonds  which carry a lower  nominal
interest  rate.  Interest  expense  decreased  by $13,000  (7%) and $7,000 (8%),
respectively,  during the fiscal 2000 periods compared to the same periods ended
October 31, 1998 as a result of less  long-term  debt.  Other income  (expense),
net, increased by $42,000 in the six-month period

                                    11 of 15


                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

ended October 31, 1999 and decreased by $87,000 in the  three-month  period then
ended  compared  to the same  periods of fiscal  1999.  This  category  consists
principally of certain non-recurring transactions. In fiscal 1999, this included
the costs of relocating  the Company's  operations to new office and  production
space.  In fiscal 2000,  this  category  included a benefit from the recovery of
certain non-operating debts.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $59 million at October 31, 1999 compared to working capital at April
30, 1999, of $60 million. Included in working capital at October 31, 1999 is $39
million of cash,  cash  equivalents  and  marketable  securities,  including $10
million of REIT units which are convertible to Reckson  Associates  Realty Corp.
common stock.

Net cash provided by operating  activities  for the six months ended October 31,
1999,  was $3.4  million  compared to a net cash  outflow of $7.2 million in the
comparable fiscal 1999 period.  The fiscal 1999 net outflow is the result of the
$8 million litigation settlement. Excluding that payment, cash flows provided by
operating  activities  would have been  $829,000.  The  principle  cause for the
improved cash flow in fiscal 2000 is due to collections  on accounts  receivable
coupled with operating profits during the period.  The Company  anticipates that
it will continue to generate  positive cash flow from  operating  activities for
the balance of fiscal year 2000.

Net cash used in investing activities for the six months ended October 31, 1999,
was $1.4 million. This amount was comprised purchases of certain U.S. government
and agency  securities  aggregating  $1.0 million and the acquisition of capital
equipment  for  approximately  $438,000.  The Company may continue to acquire or
redeem marketable securities as dictated by its investment strategies as well as
by the cash  requirements  for its  development  activities.  The  Company  will
continue to acquire more efficient  equipment to automate its production process
and intends to spend approximately $1 million on capital equipment during fiscal
2000.  Internally  generated  cash will be  adequate  to  acquire  this  capital
equipment.

Net cash used in financing activities for the six months ended October 31, 1999,
was $1.0 million compared to $1.4 million for the comparable fiscal 1999 period.
Included  in the fiscal  2000  amount is payment  of the  Company's  semi-annual
dividend in the aggregate amount of $766,000. An additional $349,000 was used to
make  regularly  scheduled  long-term  liability  payments.  These outflows were
partially  offset by payments of $99,000  received  from  certain  employees  in
connection with stock option  exercises and payment against notes receivable for
subscribed common stock.

Backlog

At October 31, 1999, the Company's backlog amounted to approximately $17 million
compared to the  approximately  $21 million  backlog at April 30, 1999.  Of this
backlog,  approximately  60% is  realizable  in the next 12 months.  The current
backlog  is  approximately  75% of the  backlog at October  31,  1998,  which is
indicative  of the changing  character of the backlog.  In previous  years,  the
backlog of custom-built  products could represent 12 to 18 months of production.
As the Company evolves into a more  product-oriented  manufacturer and seller of
generic wireless  communication  products,  its cycle-time will be significantly
reduced. Consequently, the backlog will be less predictive of future results.

Concurrent  with the change in backlog  based on booked  orders and  contractual
agreements,  the  Company  is  partnering  with  its  major  customers  to share
production  requirements for rolling 12-month periods.  These schedules not only
provide the Company with  confidence that its business will continue to grow but
they also  enable  the  Company  to  operate  its  production  floor in the most
efficient manner.


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                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Year 2000 Issue

During the first quarter of fiscal 2000, the Company  completed  installation of
newly acquired,  integrated  financial and manufacturing  software,  the cost of
which did not exceed $500,000.  Final implementation and testing of the software
was concluded by the end of the second  quarter of fiscal 2000.  The purchase of
the financial software satisfactorily addresses the issue of compliance with the
year 2000 problem for financial transactions and reporting purposes.

Beginning in the latter portion of fiscal 1998 and concluding  during the second
quarter of fiscal 1999, the Company acquired new desktop computers of sufficient
size  and  speed  to  operate  the new  financial  software.  The  cost of these
computers,  included  in capital  equipment,  was  approximately  $220,000.  The
Company also determined that operational, nonfinancial software and hardware was
required to resolve the year 2000 issue in certain production and support areas,
the cost of which did not exceed $50,000.

The Company's  products do not contain  imbedded  microchips or other components
which are date  sensitive.  The same is generally true of the products which are
acquired from  third-party  vendors.  Consequently,  the Company's  products are
already  compliant  with the year 2000.  In  addition,  the Company has received
assurances  from its  "critical"  vendors that their  systems are or will be Y2K
compliant prior to the year 2000. Consequently,  the Company does not anticipate
any interruption in services or supplies from vendors.

In  the  event  its  financial  and  manufacturing  software  fails  to  perform
appropriately and the Company is unable to prepare appropriately dated invoices,
payments or other documentation, the Company will employ alternative strategies.
This will consist  principally of hiring additional clerical personnel to assure
that the  Company's  records  and  documentation  are  properly  and  accurately
maintained  until such time that the software can be upgraded.  In the event one
or more of its vendors  suffers a "Y2K"  failure,  the  Company  will obtain its
component  parts  from  other  sources.  Since  the  majority  of the  important
components used in the Company's products can be obtained from multiple sources,
the Company does not anticipate a problem in purchasing needed parts as a result
of Y2K issues.  For those  component  parts  which can be  obtained  from only a
limited  number of sources,  the Company will  evaluate the need to increase its
on-hand inventory prior to the end of calendar 1999.


"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 other risks as more
fully  described  in the  Company's  Annual  Report on Form 10K  filed  with the
Securities and Exchange Commission.













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                                     <PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

                                     PART II


     ITEM 1 - Legal Proceedings

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

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

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

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

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

     ITEM 6 - Exhibits and Reports on Form 8-K

         (a) Exhibits - None

         (b) On October 20, 1999, the Company's  report on Form 8-K,  containing
     disclosure  under Item 5 thereof  (change in chief  executive  officer  and
     declaration  of  semi-annual  dividend),  was filed with the Securities and
     Exchange Commission.











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                                     <PAGE>


                                   SIGNATURES


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


                                         FREQUENCY ELECTRONICS, INC.
                                                (Registrant)

Date: December 15, 1999                   BY  /s/ Joseph P. Franklin
                                              ----------------------
                                                  Joseph P. Franklin
                                             Chief Executive Officer



Date: December 15, 1999                   BY  /s/ Alan Miller
                                              ---------------
                                                  Alan Miller
                                             Chief Financial Officer
                                                  and Treasurer




































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