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, 1997

                                       OR

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of December 8, 1997 - 7,709,787.


                                  Page 1 of 14




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                      Page No.

       Item 1 - Financial Statements:

           Consolidated Condensed Balance Sheets -
               October 31, 1997 and April 30, 1997                     3-4

           Consolidated Condensed Statements of Operations
               Six Months Ended October 31, 1997 and 1996               5

           Consolidated Condensed Statements of Operations
               Three Months Ended October 31, 1997 and 1996             6

           Consolidated Condensed Statements of Cash Flows
               Six Months Ended October 31, 1997 and 1996               7

           Notes to Consolidated Condensed Financial Statements        8-9

       Item 2 - Management's Discussion and Analysis
           of Financial Condition and Results of Operations            9-12


Part II.  Other Information:

           Item 1 - Legal Proceedings                                   13

           Item 6 - Exhibits and Reports on Form 8-K                    13

           Signatures                                                   14
















                     See accompanying notes to consolidated
                        condensed financial statements.

                                     2 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Consolidated Condensed Balance Sheets



                                               October 31,       April 30,
                                                  1997             1997
                                               (UNAUDITED)       (NOTE A)
                                                      (In thousands)

ASSETS:

Current assets:

        Cash and cash equivalents             $   2,348          $ 3,448

        Marketable Securities                    24,459           21,112

        Accounts receivable, net (NOTE B)        15,150           14,797

        Inventories (NOTE C)                     11,798           11,060

        Prepaid and other                         1,297            1,233
                                                -------          -------

                  Total current assets           55,052           51,650

Property, plant and equipment, net                9,052            9,059

Investment in direct finance lease                9,717            9,702

Other assets                                      4,491            4,455
                                                -------          -------

              Total assets                      $78,312          $74,866
                                                =======          =======

















                       See accompanying notes to consolidated
                        condensed financial statements.

                                     3 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Consolidated Condensed Balance Sheets (Continued)




                                                  October 31,      April 30,
                                                     1997            1997
                                                  (UNAUDITED)      (NOTE A)
                                                         (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Current maturities of long-term debt     $  10,537        $  9,718
        Accounts payable - trade                     1,150             882
        Accrued liabilities and other                2,938           3,740
                                                  --------         -------
                  Total current liabilities         14,625          14,340

Long term debt net of current maturities               539           1,687
Other                                                3,930           3,773
                                                  --------         -------
                  Total liabilities                 19,094          19,800
                                                  --------         -------

Stockholders' equity:
   Preferred stock  - $1.00 par value                 -0-             -0-
   Common stock  -  $1.00 par value                  9,009           6,006
   Additional paid - in capital                     35,449          35,190
   Retained earnings                                19,699          20,414
                                                    64,157          61,610

   Common stock reacquired and held in treasury     
     - at cost, 1,302,289 shares at October 31
      and 1,549,218 shares at April 30, 1997        (3,648)         (4,612)
   Unamortized ESOP debt                            (1,250)         (1,500)
   Notes receivable  - common stock                   (287)           (435)
   Unearned compensation                               (54)            (77)
   Unrealized holding gain                             300              80
                                                   -------         -------
             Total stockholders' equity             59,218          55,066
                                                   -------         -------

     Total liabilities and stockholders' equity    $78,312         $74,866
                                                   =======         =======










                       See accompanying notes to consolidated
                        condensed financial statements.

                                     4 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                          Six Months Ended October 31,
                                   (Unaudited)

                                                  1997              1996
                                                   (In thousands except 
                                                       per share data)


Net Sales                                       $15,317         $12,700
                                                -------         -------

Cost of sales                                     9,902           8,068
Selling and administrative expenses               2,831           2,792
Research and development expenses                   608             641
                                                -------          ------

        Total operating expenses                 13,341          11,501
                                                -------          ------

             Operating profit                     1,976           1,199

Other income (expense):
     Interest income                                899             713
     Interest expense                              (459)           (443)
     Other income, net                              795             810
                                                -------         -------

Earnings before provision for
        income taxes                              3,211           2,279
Income tax provision                                180             130
                                                -------         -------

Net earnings                                    $ 3,031         $ 2,149
                                                =======         =======


Net earnings per common share                   $  0.39          $ 0.30
                                                =======          ======

Weighted average common shares outstanding     7,688,532       7,188,957
                                               =========       =========



NOTE:  All shares and per share  amounts have been adjusted to reflect a 3-for-2
stock split in the form of a 50% stock dividend, effective October 31, 1997.









                       See accompanying notes to consolidated
                        condensed financial statements.

                                     5 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                         Three Months Ended October 31,
                                   (Unaudited)


                                               1997               1996
                                                 (In thousands except 
                                                    per share data)


Net Sales                                       $ 8,016         $ 6,576
                                                -------         -------

Cost of sales                                     5,082           4,181
Selling and administrative expenses               1,488           1,486
Research and development expenses                   315             281
                                                -------         -------

        Total operating expenses                  6,885           5,948
                                                -------         -------

             Operating profit                     1,131             628
Other income (expense)
     Interest income                                458             376
     Interest expense                              (226)           (220)
     Other income, net                              400             491
                                                -------         -------

Earnings before provision for
        income taxes                              1,763           1,275
Income tax provision                                130              65
                                                -------         -------

Net earnings                                    $ 1,633         $ 1,210
                                                =======         =======


Net earnings per common share                    $ 0.21          $ 0.17
                                                 ======          ======

Weighted average common shares outstanding     7,736,792       7,269,279
                                               =========       =========




NOTE:  All shares and per share  amounts have been adjusted to reflect a 3-for-2
stock split in the form of a 50% stock dividend, effective October 31, 1997.








                       See accompanying notes to consolidated
                        condensed financial statements.

                                     6 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Cash Flows

                          Six Months Ended October 31,
                                   (Unaudited)


                                                    1997          1996
                                                    ----          ----
                                                       (In thousands)

Cash flows from operating activities:
        Net earnings                              $ 3,031        $ 2,149
        Non-cash charges to earnings                1,376            614
        Net changes in assets and liabilities      (1,913)        (1,998)
                                                  -------        ------- 
Net cash provided by operating activities           2,494            765

Cash flows from investing activities:
        Purchase of marketable securities          (3,038)       (15,920)
        Other - net                                  (468)          (257)
                                                  -------        ------- 
Net cash used in investing activities              (3,506)       (16,177)

Cash flows from financing activities:
        Payment of cash dividend                     (746)             -
        Principal payments of long-term debt         (298)          (376)
        Payments from employees for exercise
        of stock options or notes receivable          956            192
                                                  -------        -------
Net cash used in financing activities                 (88)          (184)
                                                  -------        -------

         Net decrease in cash                      (1,100)       (15,596)

         Cash at beginning of period                3,448         15,915
                                                  -------        -------

         Cash at end of period                    $ 2,348        $   319
                                                  =======        =======

















                     See accompanying notes to consolidated
                        condensed financial statements.

                                     7 of 14


<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, 1997;  the results of its  operations for the
     three and six months  ended  October 31, 1997 and 1996,  and its cash flows
     for the six months  ended  October  31,  1997 and 1996.  The April 30, 1997
     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, 1997 Annual Report to Stockholders. The results of operations for
     such  interim  periods  are not  necessarily  indicative  of the  operating
     results for the full year.

NOTE B - ACCOUNTS RECEIVABLE

     Accounts  receivable  at October 31, 1997 and April 30, 1997 include  costs
     and  estimated  earnings  in excess of billings  on  uncompleted  contracts
     accounted  for on the  percentage  of  completion  basis  of  approximately
     $10,244,000 and $7,722,000,  respectively.  Such amounts  represent revenue
     recognized on long-term  contracts  that had not been billed at the balance
     sheet dates. Such amounts are billed pursuant to contract terms.

NOTE C - INVENTORIES

     Inventories,  which are reported  net of reserves of $500,000 at October 31
     and $350,000 at April 30, 1997, consist of the following:

                                           October 31, 1997     April 30, 1997
                                           ---------------      --------------
                                                     (In thousands)

     Raw materials and Component parts        $ 3,199              $ 2,797

     Work in progress                           8,599                8,263
                                              -------              -------

                                              $11,798              $11,060
                                              =======              =======

NOTE D - EARNINGS PER SHARE

     Primary  earnings  per share are  computed by dividing  net earnings by the
     weighted  average  number of shares of common  stock  and,  when  dilutive,
     common stock equivalents outstanding.

     All shares and per share  amounts  have been  adjusted to reflect a 3-for-2
     stock  split in the form of a 50% stock  dividend,  effective  October  31,
     1997.


                                     8 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE E - CONTINGENCIES

     Reference is made to Note 9 of the Company's  Annual Report on Form 10K for
     the year ended April 30, 1997 for information  regarding legal proceedings.
     See also Part II, Item 1 of this Form 10Q.

NOTE F - RECENTLY ISSUED PRONOUNCEMENTS

     The  Financial  Accounting  Standards  Board recently  issued SFAS No. 128,
     "Earnings per Share," SFAS No. 130, "Reporting  Comprehensive Income,"  and
     SFAS  No. 131,  "Disclosures  about Segments  of  an Enterprise and Related
     Information,"  which are effective for the Company  in future periods.  The
     Company is in the process of assessing the effect these pronouncements will
     have on its financial statements and related disclosures.



                                     Item 2

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

RESULTS OF OPERATIONS

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

                                       (Dollar amounts in thousands)

                          Three months ended           Six months ended
                              October 31,       %          October 31,      %
                            1997      1996   change     1997      1996   change
                            ----      ----   ------     ----      ----   ------
<TABLE>
<S>                        <C>       <C>      <C>     <C>        <C>      <C>
Net Sales
    Commercial             $6,776    $5,042    34%    $12,933    $8,467    53%
    US Government           1,240     1,534   (19%)     2,384     4,233   (44%)
                           ------    ------           -------    ------        
                            8,016     6,576    22%     15,317    12,700    21%

Cost of Sales               5,082     4,181    22%      9,902     8,068    23%

Selling and 
administrative expenses     1,488     1,486     0%      2,831     2,792     1%

Research and 
development expenses          315       281    12%        608       641    (5%)
                           ------     -----            ------    ------        


Operating income            1,131       628    80%      1,976     1,199    65%

Nonoperating income- net      632       647    (2%)     1,235     1,080    14%

Net earnings               $1,633    $1,210    35%     $3,031    $2,149    41%
                           ======    ======            ======    ======       
</TABLE>


                                     9 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

For the six months ended October 31, 1997, operating income improved by $777,000
over the  comparable  period  of  fiscal  1997  and net  earnings  increased  by
$882,000.  Operating  income for the  fiscal  quarter  ended  October  31,  1997
improved by $503,000  over the  comparable  period of fiscal 1997;  net earnings
increased by $423,000. These results were achieved through increases in sales of
21% and 22%, respectively, coupled with reduced costs relative to sales over the
comparable fiscal 1997 periods. Margins for the periods indicated above remained
relatively consistent at around 36%.

As illustrated in the table above, commercial sales continue to grow, increasing
by 34% and 53%,  respectively,  in the fiscal 1998 periods  over the  comparable
fiscal 1997  periods.  As a  percentage  of total sales,  commercial  sales have
increased to 85% and 84%, respectively, in the three months and six months ended
October  31,  1997 as  compared  to 77% and 67% for the  comparable  fiscal 1997
quarters.  The Company anticipates that commercial sales will continue to be the
dominant  portion of its business for the balance of the fiscal year and for the
foreseeable future.

While  gross  margins for each of the four fiscal  periods  remained  relatively
consistent,  the  three  and six  month  periods  ended  October  31,  1997 were
negatively  impacted by  reductions  in margins to be realized on two  long-term
contracts.  Excluding  those  two  contracts,  margins  on  the  balance  of the
Company's  revenues  were  approximately  40% for these periods  reflecting  the
Company's  higher  revenues which are available to absorb its fixed costs.  With
the present mix of commercial  versus  government  projects and recent  contract
bookings,  the  Company  expects  to realize  improved  profit  margins  for the
remainder of fiscal 1998.

Selling and administrative costs showed almost no increase for the quarter ended
October 31,  1997,  and were up only 1% for the six month period then ended over
the comparable fiscal 1997 periods.  Although  comparable in aggregate  amounts,
the fiscal 1998 periods'  selling and  administrative  costs  reflect  increased
accruals  for  incentive  bonuses  as  a  result  of  the  Company's   increased
profitability  and greater  Employee Stock Ownership Plan ("ESOP")  amortization
expense due to the rising value of the Company's  common stock.  These increases
have been offset in part by lower  travel-related  costs and reduced  legal fees
related to the Company's on-going litigation with the US government.

Research and development  costs in the three month period ended October 31, 1997
increased by $34,000 but in the six-month period then ended decreased by $33,000
over the  comparable  three and six month periods ended October 31, 1996.  These
changes  reflect the timing of the expensing of certain  residual  materials and
costs from the Company's  development  efforts on new commercial  product lines.
The Company  expects to maintain  approximately  the same rate of  investment in
research  and  development  of  new  products  and  enhancements  in  functional
capabilities  of existing  products  which will serve  primarily  the  Company's
commercial  customers  for the  balance of fiscal  1998 and for the  foreseeable
future.

Net  nonoperating  income and  expense  decreased  by $15,000 in the fiscal 1998
quarter and increased by $155,000 in the six month period ended October 31, 1997
from the comparable  fiscal 1997 periods.  Interest income  increased by $82,000
(22%) in the 1998  quarter  over  the  comparable  fiscal  1997  quarter  and by
$186,000 (26%) for the fiscal 1998 six month period over the  comparable  fiscal
1997  period.  This is the result of a 22% increase in  interest-earning  assets
from  October 31, 1996 to October 31, 1997 offset or enhanced by  variations  in
interest rates from the levels of the fiscal 1997 three- and six-month  periods.
Interest expense increased by $6,000


                                    10 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

(3%) and $16,000 (4%) during the fiscal 1998 quarter and six-month  period ended
October 31, 1997 compared to the comparable fiscal 1997 periods. These increases
are also the result of increased  interest rates during fiscal 1998 coupled with
declining  long-term  debt  balances as the Company  makes  scheduled  principal
payments.  Although  the  Company  is unable to  predict  the  future  levels of
interest rates, at current rates the Company  anticipates that investment income
will  continue to increase and interest  expense will  continue to decrease when
compared to earlier fiscal periods.  Other income, which consists principally of
rental income under a long-term  lease,  net of related  expenses,  decreased by
$91,000  (19%) and  $15,000  (2%) for the three-  and  six-month  periods  ended
October 31, 1997, respectively,  compared to the comparable fiscal 1997 periods.
The  decrease  in  the  three-month  period  is  attributable  to  property  tax
adjustments  against rental  property  taken during the fiscal 1997 period.  Net
rental  income is  expected  to  continue  at present  levels for the balance of
fiscal 1998.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $40.4  million at October 31,  1997  compared to working  capital at
April 30, 1997 of $37.3 million. Included in working capital at October 31, 1997
is $26.8 million of cash, cash  equivalents and marketable  securities which are
readily  convertible to cash.  Also included in working capital is a real estate
construction loan of $9 million which is due on January 30, 1998.

Net cash provided by operating  activities  for the six months ended October 31,
1997,  was $2.5  million  compared to $765,000  for the  comparable  fiscal 1997
period.  The  increase in net inflow of cash from  operating  activities  in the
fiscal 1998 period was achieved  through the 41% increase in net income  coupled
with $1.4 million of noncash  charges which included  amortization  of allocated
ESOP  shares and  depreciation.  These  increases  were  offset by the growth of
current assets such as (i) accounts  receivable (up $353,000) due to an increase
in costs and estimated  earnings in excess of billings on uncompleted  contracts
offset by payments  received  against  amounts billed and (ii)  inventories  (up
$888,000) reflecting the higher level of work-in-process  activity. In addition,
cash was used to pay down certain accrued liabilities (reduced by $814,000) such
as bonuses on fiscal  1997's  operating  results  and  accrued  vacation  pay to
coincide  with the  Company's  annual  mid-summer  plant  shutdown.  The Company
anticipates  that  operating  activities  for the  balance  of fiscal  1998 will
continue to generate positive cash flow.

Net cash used in investing activities for the six months ended October 31, 1997,
was  approximately  $3.5 million of which $3 million was used to acquire certain
U.S.  government and agency  securities.  The Company may continue to acquire or
redeem marketable securities as dictated by its investment  strategies.  For the
six months ended October 31, 1997, the Company  acquired  capital  equipment for
approximately  $468,000.  At October  31,  1997,  the  Company  had no  material
commitments  for  additional  capital  expenditures.  In  addition,  the Company
believes that it has sufficient  resources to acquire capital equipment as needs
are identified.

Net cash used in financing activities for the six months ended October 31, 1997,
was $88,000 compared to $184,000 for the comparable 1997 period. Included in the
fiscal 1998 amount is $298,000 (net) used to make regularly  scheduled long-term
debt payments and payment of the Company's  initial  semiannual  dividend in the
aggregate   amount  of  $746,000.   These  outflows  were  partially  offset  by
transactions  related  to the  Company's  common  stock  and  involving  certain
officers and other  employees who exercised  stock options  ($808,000) or repaid
notes receivable for common stock acquired in a prior year ($148,000).

                                    11 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

On January 30,  1998,  the  Company is  obligated  to repay the $9 million  real
estate  construction loan which was used to finance the building which is leased
to a third party under a direct  finance  lease.  The Company is evaluating  its
options which may include paying the loan out of current assets, refinancing the
loan or some  combination  thereof.  In addition,  in November 1997, the Company
repaid the  balance of its Nassau  County  Industrial  Development  Bonds in the
amount of  $820,000,  including  accrued  interest.  Accordingly,  this note was
classified  as a current  liability  on the October 31, 1997 balance  sheet.  On
December 1, 1997, the Company paid its semiannual cash dividend in the aggregate
amount of $774,000.

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

At October 31, 1997,  the  Company's  backlog  amounted to  approximately  $17.6
million compared to the  approximately  $14.3 million backlog at April 30, 1997.
Backlog of  commercial  and  foreign  customers  approximates  $14.3  million at
October 31, 1997.



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

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






















                                    12 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

                                     PART II


     ITEM 1 - Legal Proceedings

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

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

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

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

         On February 14, 1997, the Company filed a petition in federal  district
     court  to  obtain  an  injunction  against  continuance  of the  government
     contract  suspension.  On March 14, 1997, the court dismissed the Company's
     action and refused to grant the  Company's  motion for an  injunction.  The
     Company has  appealed the district  court's  decision to the United  States
     Court of  Appeals.  No  opinion  can be  offered  as to the  outcome of the
     appeal.

         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, 1997 on file with the Securities and Exchange Commission.


     ITEM 6 - Exhibits and Reports on Form 8-K

         (a)  Exhibits - None

         (b)  On  October  14,  1997,  the  Company  filed a report  on Form 8-K
              regarding the declaration of a $0.15 per share cash dividend and a
              50% stock dividend  payable on December 1, 1997 to shareholders of
              record as of October 31, 1997.










                                    13 of 14


<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 12, 1997                     BY  /s/ Joseph P. Franklin
                                                 ----------------------
                                                   Joseph P. Franklin
                                                   Chief Executive Officer and
                                                   Chief Financial Officer


Date:  December 12, 1997                     BY  /s/ Alan Miller
                                                 ---------------
                                                   Alan Miller
                                                   Controller





























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