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, 1998

                                          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 March 9, 1998 - 7,710,037.


                                  Page 1 of 17




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I. Financial Information:                                    Page No.

    Item 1 - Financial Statements:

        Consolidated Condensed Balance Sheets -             
            January 31, 1998 and April 30, 1997                     3-4

        Consolidated Condensed Statements of Operations
            Nine Months Ended January 31, 1998 and 1997              5

        Consolidated Condensed Statements of Operations
            Three Months Ended January 31, 1998 and 1997             6

        Consolidated Condensed Statements of Cash Flows
            Nine Months Ended January 31, 1998 and 1997              7

        Notes to Consolidated Condensed Financial Statements        8-10

    Item 2 - Management's Discussion and Analysis of
             Financial Condition and Results of Operations         11-15


Part II.  Other Information:

           Item 1 - Legal Proceedings                               16

           Item 6 - Exhibits and Reports on Form 8-K                16

           Signatures                                               17
















     See accompanying notes to consolidated condensed financial statements.
                                  
                                     2 of 17


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Consolidated Condensed Balance Sheets



                                                    January 31,     April 30,
                                                       1998           1997
                                                    (UNAUDITED)     (NOTE A)
                                                         (In thousands)

ASSETS:

Current assets:

        Cash and cash equivalents                  $   9,283       $  3,448

        Marketable Securities                         36,557         21,112

        Accounts receivable, net (NOTE B)             17,179         14,797

        Inventories (NOTE C)                           9,615         11,060

        Prepaid and other                              1,898          1,233
                                                     -------        -------

                  Total current assets                74,532         51,650

Property, plant and equipment, net (NOTE D)            3,108          9,059

Investment in direct finance lease (NOTE D)              -0-          9,702

Other assets                                           2,834          4,455
                                                     -------        -------

              Total assets                           $80,474        $74,866
                                                     =======        =======

















     See accompanying notes to consolidated condensed financial statements.

                                     3 of 17


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Consolidated Condensed Balance Sheets (Continued)




                                                      January 31,    April 30,
                                                         1998          1997
                                                      (UNAUDITED)    (NOTE A)
                                                            (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Current maturities of long-term debt (NOTE D)       $   475        $ 9,718
  Accounts payable - trade                              1,450            882
  Accrued liabilities and other                         4,101          3,740
                                                      -------        -------
                  Total current liabilities             6,026         14,340

Long term debt net of current maturities (NOTE D)         662          1,687
Deferred gain (NOTE D)                                  6,121            -0-
Deferred income tax liability (NOTE F)                  1,400            -0-
Other                                                   4,008          3,773
                                                      -------        -------
             Total liabilities                         18,217         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                        35,767          35,190
  Retained earnings                                   22,079          20,414
                                                     -------         -------
                                                      66,855          61,610

  Common stock reacquired and held in treasury 
   - at cost, 1,299,664 shares at January 31, 1998
     and 1,549,218 shares at April 30, 1997           (3,641)         (4,612)
  Unamortized ESOP debt                               (1,125)         (1,500)
  Notes receivable  - common stock                      (287)           (435)
  Unearned compensation                                  117             (77)
  Unrealized holding gain                                338              80
                                                     -------         -------
             Total stockholders' equity               62,257          55,066
                                                     -------         -------

 Total liabilities and stockholders' equity          $80,474         $74,866
                                                     =======         =======








     See accompanying notes to consolidated condensed financial statements.

                                     4 of 17


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                          Nine Months Ended January 31,
                                   (Unaudited)

                                                    1998           1997
                                            (In thousands except per share data)


Net Sales                                        $ 23,350       $ 20,258
                                                 --------       --------

Cost of sales (NOTE C)                             17,564         12,906
Selling and administrative expenses                 4,544          4,251
Research and development expenses                     896          1,189
                                                 --------       --------
        Total operating expenses                   23,004         18,346
                                                 --------       --------

             Operating profit                         346          1,912

Other income (expense):
     Interest income                                1,528          1,133
     Interest expense                                (632)          (660)
     Other income, net (NOTE D)                     6,449          1,336
                                                 --------       --------

Earnings before provision for income taxes          7,691          3,721

Income tax provision: (NOTE F)
        Current                                       980            230
        Deferred                                    1,300              -
                                                 --------       --------
                                                    2,280            230
                                                 --------       --------

Net earnings                                     $  5,411       $  3,491
                                                 ========       ========


Net earnings per common share (NOTE E)
        Basic                                    $  0.74        $  0.50
                                                 =======        =======
        Diluted                                  $  0.70        $  0.48
                                                 =======        =======

Weighted average common shares outstanding (NOTE E)
        Basic                                   7,325,974      6,915,144
                                                =========      =========
        Diluted                                 7,691,498      7,225,772
                                                =========      =========



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 17


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                         Three Months Ended January 31,
                                   (Unaudited)


                                                   1998            1997
                                            (In thousands except per share data)


Net Sales                                        $ 8,033         $ 7,558
                                                 -------         -------

Cost of sales (NOTE C)                             7,662           4,838
Selling and administrative expenses                1,713           1,459
Research and development expenses                    288             548
                                                 -------         -------
        Total operating expenses                   9,663           6,845
                                                 -------         -------

             Operating profit (loss)              (1,630)            713

Other income (expense)
     Interest income                                 630             420
     Interest expense                               (173)           (217)
     Other income, net (NOTE D)                    5,653             526
                                                 -------         -------

Earnings before provision for income taxes         4,480           1,442

Income tax provision: (NOTE F)
        Current                                      800             100
        Deferred                                   1,300               -
                                                 -------         -------
                                                   2,100             100
                                                 -------         -------

Net earnings                                     $ 2,380         $ 1,342
                                                 =======         =======


Net earnings per common share (NOTE E)
        Basic                                    $  0.32         $  0.19
                                                 =======         =======
        Diluted                                  $  0.31         $  0.18
                                                 =======         =======

Weighted average common shares outstanding (NOTE E)
        Basic                                   7,422,883       7,003,472
                                                =========       =========
        Diluted                                 7,786,363       7,318,803
                                                =========       =========



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 17


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Cash Flows

                          Nine Months Ended January 31,
                                   (Unaudited)


                                                            1998        1997
                                                            ----        ----
                                                             (In thousands)

Cash flows from operating activities:
   Net earnings                                          $ 5,411      $ 3,491
   Non-cash charges to earnings                               58        1,333
   Net changes in assets and liabilities                  (2,601)      (2,226)
                                                         -------      -------
Net cash provided by operating activities                  2,868        2,598

Cash flows from investing activities:
   Net proceeds from sale of building                      6,587            -
   Purchase of marketable securities                      (3,098)     (15,073)
   Other - net                                              (642)        (287)
                                                         -------      ------- 
Net cash provided by (used in) investing activities        2,847      (15,360)

Cash flows from financing activities:
   Payment of cash dividend                               (1,520)           -
   Receipt on prepayment of note receivable                1,879            -
   Principal payments of long-term debt                   (1,237)        (563)
   Payments from employees for exercise
    of stock options or notes receivable                     998          302
                                                         -------      -------
Net cash provided by (used in) financing activities          120         (261)
                                                        --------      -------

     Net increase (decrease) in cash                       5,835      (13,023)

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

     Cash at end of period                               $ 9,283      $ 2,892
                                                         =======      =======















     See accompanying notes to consolidated condensed financial statements.

                                     7 of 17


<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 January 31, 1998;  the results of its  operations for the
     three and nine months ended  January 31, 1998 and 1997,  and its cash flows
     for the nine months  ended  January  31, 1998 and 1997.  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 January 31, 1998 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
     $12,107,000 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  January 31,
     1998 and $350,000 at April 30, 1997, consist of the following:

                                            January 31, 1998     April 30, 1997
                                            ----------------     --------------
                                                       (In thousands)

        Raw materials and Component parts      $ 2,708              $ 2,797

        Work in progress                         6,907                8,263
                                               -------              -------
                                               $ 9,615              $11,060
                                               =======              =======
 
     During  the  quarter  ended  January  31,  1998,  the  Company  wrote  down
     approximately $2.3 million of  work-in-progress  inventory.  This inventory
     had been built in prior years in  anticipation of future orders from the US
     Government.  The writedown is a result of the Company's transformation into
     a primarily  commercial space and  telecommunications  manufacturer as well
     its expectation for reduced procurement volumes by the US Government due to
     both smaller Defense Department  budgets and the Government's  migration to
     new technologies.



                                     8 of 17


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE D - SALE OF BUILDINGS

     In January 1998,  in two  simultaneous  transactions,  the Company sold two
     buildings to Reckson  Associates  Realty  Corp.,  a real estate  investment
     trust. In one sale transaction,  the Company sold the building which it had
     leased  to  Laboratory   Corporation  of  America  (LCA),  taking  cash  of
     approximately  $15.6  million and  realizing a gain of  approximately  $4.8
     million  after  expenses.  In  the  other  sale,  the  Company  effected  a
     tax-deferred  exchange of the building which it occupies for  participation
     units of Reckson Operating Partnership, L.P. (REIT units) which were valued
     at closing at $12  million.  The REIT  Units are  convertible  to shares of
     Reckson  Associates  Realty Corp. in January  1999.  The Company will lease
     back  approximately  43% of the  building  from the  purchaser.  Under  the
     accounting provisions for sale and leaseback transactions, a portion of the
     $6.1 million gain on this sale will be deferred and recognized  into income
     over the term of the lease with the balance  recognized in income upon sale
     or conversion of the REIT units. After Reckson completes  renovation of the
     building at its  expense,  the  Company  will occupy new space at an annual
     rental of $400,000.

     A portion  of the cash  proceeds  were used to repay  the $9  million  loan
     obtained to finance the  construction  of the LCA building.  Preceeding the
     sale of its buildings, the Company prepaid the balance of its Nassau County
     Industrial  Development Bonds in the amount of $820,000,  including accrued
     interest.

NOTE E - EARNINGS PER SHARE

     Financial  Accounting Standards Board pronouncement SFAS No. 128, "Earnings
     per Share," became  effective for the  nine-month  period and quarter ended
     January 31, 1998. In accordance with SFAS 128, basic earnings per share are
     computed by dividing net earnings by the weighted  average number of shares
     of common  stock  outstanding.  Diluted  earnings  per share are derived by
     dividing net earnings by the sum of the if-converted  effect of unexercised
     stock  options and the  weighted  average  number of shares of common stock
     outstanding.   All  periods   have  been   restated  to  conform  with  the
     requirements of SFAS 128.

     Reconciliation  of the  denominator  of the Earnings Per Share  calculation
     (the numerator in all cases is Net Income for the given period.):

                                      Three months ended      Nine months ended
                                         January 31,             January 31,
                                      1998        1997        1998        1997
                                      ----        ----        ----        ----
    Basic EPS Shares outstanding   7,422,883   7,003,472   7,325,974   6,915,144
     (weighted average)
    Effect of Dilutive Securities    363,480     315,331     365,524     310,628
                                   ---------   ---------   ---------   ---------
    Diluted EPS Shares outstanding 7,786,363   7,318,803   7,691,498   7,225,772

    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.





                                     9 of 17

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

NOTE F- INCOME TAXES

     As a result of continued operating profits and the building sales described
     in Note D above, the Company expects to fully utilize its tax net operating
     loss  carryforward  during  fiscal 1998.  As a  consequence,  the valuation
     allowance  previously  recorded  against  net  deferred  tax  assets is not
     required as of January 31,  1998.  Accordingly,  the Company has recorded a
     provision to recognize net deferred tax  liabilities of $1.3 million.  This
     amount was  determined  based upon the  difference  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  for certain  employee  benefits,  accounting  for  long-term
     contracts and depreciation of property, plant and equipment.

NOTE G - 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 H - RECENTLY ISSUED PRONOUNCEMENTS

     The Financial  Accounting  Standards  Board  recently  issued 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.   Since  both  of  these  pronouncements
     principally   relate  to   presentation   and   disclosures   of  financial
     information,  adoption  of  these  standards  will  have no  impact  on the
     Company's  results of  operations,  financial  position or cash flows.  The
     Company is in the  process of  determining  how these  pronouncements  will
     impact its financial statement  disclosures.  If the Company is required to
     make changes to its financial  statement  disclosures,  both pronouncements
     require restatement of comparative prior periods.



















                                    10 of 17


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                     Item 2

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

RESULTS OF OPERATIONS

Comparative details of results of operations for the three and nine months ended
January 31:

                                      (Dollar amounts in thousands)
                                           NM = Not meaningful
<TABLE>
<CAPTION>

                            Three months ended        Nine months ended
                                January 31,    %          January 31,       %
                               1998    1997  change     1998      1997    change
                               ----    ----  ------     ----      ----    ------
<S>                          <C>      <C>    <C>      <C>       <C>       <C>
Net Sales
    Commercial ...........   $6,337   $5,694   11%    $19,270   $14,161    36%
    US Government ........    1,696    1,864   (9%)     4,080     6,097   (33%)
                             ------   ------          -------   -------
                              8,033    7,558    6%     23,350    20,258    15%

Cost of Sales ............    7,662    4,838   58%     17,564    12,906    36%

Selling and administrative
expenses .................    1,713    1,459   17%      4,544     4,251     7%

Research and development
expenses .................      288      548  (47%)       896     1,189   (25%)
                             ------   ------          -------   -------


Operating income (loss) ..   (1,630)     713 (329%)       346     1,912   (82%)

Nonoperating income- net .    6,110      729  NM        7,345     1,809    NM

Income tax provision .....    2,100      100  NM        2,280       230    NM
                             ------   ------          -------   -------

Net earnings .............   $2,380   $1,342   77%    $ 5,411   $ 3,491    55%
                             ======   ======          =======   =======
</TABLE>

Significant Third Quarter 1998 Events

During the quarter ended January 31, 1998,  the Company's  results of operations
were  impacted by two singular  events  which had a material  impact on both the
quarter and the fiscal year-to-date.  The most significant event was the sale in
two simultaneous transactions of the Company's real estate to Reckson Associates
Realty Corp. and the subsequent  leaseback of a portion of the building which it
occupies.  In one sale  transaction,  the Company sold the building which it had
leased to Laboratory Corporation of America,  taking cash of approximately $15.6
million and realizing a gain of  approximately  $4.8 million after  expenses.  A
portion of the  proceeds  were used to repay the $9  million  loan  obtained  to
finance  the  construction  of this  building.  In the other  sale,  the Company
effected  a  tax-deferred  exchange  of  the  building  which  it  occupies  for
participation  units of Reckson Operating  Partnership,  L.P. (REIT units) which
were valued at closing at $12 million. The Company will lease back approximately
43% of this building from Reckson.  Under the accounting provisions for sale and
leaseback transactions,  a portion of the $6.1 million gain on this sale will be
deferred and recognized  into income over the term of the lease with the balance
recognized  in income upon sale or  conversion  of the REIT units into shares of
Reckson Associates Realty Corp.

                                    11 of 17

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Preceeding  the sale of its  building,  the  Company  prepaid the balance of its
Nassau County Industrial Development Bonds in the amount of $820,000,  including
accrued interest.

The second significant event was the Company's  determination that a writeoff of
$2.3  million  of  certain  work-in-progress  inventory  was  appropriate.  This
inventory  had been built in prior years in  anticipation  of future orders from
the US Government.  The writeoff results from the Company's  transformation to a
commercial space and telecommunications  manufacturer as well as its expectation
for reduced procurement volumes by the US Government due to both smaller Defense
Department budgets and the Government's migration to new technologies.

As a result of the building sales coupled with continued operating profits,  the
Company  expects  to fully  utilize  its tax net  operating  loss  carryforward.
Accordingly,  in the quarter  ended  January 31,  1998,  the Company  recorded a
deferred tax provision of $1.3 million to give effect to tax  obligations  which
will be due in future periods but relate to events which occurred in the current
or prior fiscal years.

Discussion of Third Quarter Operations

Operating  income for the fiscal  quarter  ended  January 31, 1998  decreased by
$2.34  million  over the  comparable  period of fiscal  1997 while net  earnings
increased  by $1.04  million.  For the  nine  months  ended  January  31,  1998,
operating income decreased by $1.57 million over the comparable period of fiscal
1997 while net earnings increased by $1.92 million.  Without the two significant
events described  above, for the three months ended January 31, 1998,  operating
income would have decreased by $47,000 (-7%) and net income would have increased
by $473,000 (35%) over the comparable period of fiscal 1997. For the nine months
ended January 31, 1998, operating income would have increased $730,000 (38%) and
net income  would have  increased  by $1.36  million  (39%) over the  comparable
period of fiscal 1997.  These  outcomes were the result of increases in sales of
6% and 15% for the three- and nine-month periods,  respectively,  offset by loss
reserves  ($330,000 at January 31, 1998) and additional  costs recorded  against
three long-term contracts.  Other operating costs, as a ratio of sales, remained
relatively constant from one period to the next.

As illustrated in the table above, commercial sales continue to grow, increasing
by 11% and 36%,  respectively,  in the three- and nine-month fiscal 1998 periods
over the comparable  fiscal 1997 periods.  In the three months ended January 31,
1998, commercial sales are 79% of total sales compared to 75% in the fiscal 1997
quarter;  and 83% of total sales for the nine months ended January 31, 1998 from
70% for the comparable  1997 period.  The Company  anticipates  that  commercial
sales will  continue to be the dominant  portion of its business for the balance
of the fiscal year and for the foreseeable future.

Margins on the Company's commercial projects, including all related reserves and
costs,  were 38% for the three- and nine-month  periods of fiscal 1998. As noted
above,  consolidated  gross margins for the three- and nine-month  periods ended
January 31, 1998, were significantly impacted by the inventory writedown. Fiscal
1998 margins were further  negatively  impacted by  reductions  in margins to be
realized  on the  three  long-term  contracts  mentioned  above.  Excluding  the
inventory  writedown and those three contracts,  margins on the remainder of the
Company's  revenues  were  approximately  40%. The Company  does not  anticipate
losses on other current contracts and, 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.




                                    12 of 17


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Selling and  administrative  costs  increased by $254,000 for the quarter  ended
January 31,  1998,  and were up by $293,000 for the nine month period then ended
over the  comparable  fiscal  1997  periods.  The  increases  in the fiscal 1998
periods  reflect  increased  accruals for  incentive  bonuses as a result of the
Company's increased profitability,  compensation expense related to the grant of
stock  options  to members  of the  Company's  new  advisory  board 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
a refund of prior year property taxes,  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-  and  nine-month  periods  ended
January 31, 1998 decreased by $260,000 and by $293,000,  respectively,  compared
to the comparable  three- and nine-month  periods ended January 31, 1997. In the
third quarter of fiscal 1997 the Company expensed certain residual materials and
costs related to the Company's  development  efforts on new  commercial  product
lines; a comparable  level of expensing did not recur in fiscal 1998.  Excluding
such  occasional  writedowns,  for  the  balance  of  fiscal  1998  and  for the
foreseeable  future the Company  expects to  maintain  or  increase  its rate of
investment in research and development of new products,  processing improvements
and enhancements to the functional  capabilities of existing products which will
serve   primarily   the   Company's   commercial   customers   for   space   and
telecommunications products.

Net  nonoperating  income and expense in the three  months and nine months ended
January 31, 1998, increased by $5.4 million and $5.5 million, respectively, from
the comparable fiscal 1997 periods.  Interest income increased by $210,000 (50%)
in the 1998  quarter  over the  comparable  fiscal 1997  quarter and by $395,000
(35%) for the fiscal  1998  nine-month  period over the  comparable  fiscal 1997
period.  During the third  quarter,  the purchaser of the Company's  former west
coast  facility  prepaid its mortgage  loan  including a  prepayment  penalty of
$149,000  which was credited to interest  income.  Without  this onetime  income
item,  interest  income  would have  increased by 15% and 22% for the three- and
nine-month periods ended January 31, 1998,  respectively.  This is the result of
the 16% weighted  average increase in  interest-earning  assets from January 31,
1997 to January 31, 1998 offset or enhanced by variations in interest rates from
the levels of the fiscal 1997 three- and nine-month  periods. As a result of the
additional  investments  in  marketable  securities  and other  interest-bearing
accounts,  the Company  anticipates  increased interest income in future periods
subject to fluctuations in interest rates.

Interest  expense  decreased by $44,000 (20%) during the fiscal 1998 quarter and
by $28,000 (4%) during the nine-month  period ended January 31, 1998 compared to
the comparable  fiscal 1997 periods.  These decreases are principally the result
of the  repayment  of  long-term  debt in the  aggregate  amount of $9.8 million
during the fiscal 1998 third  quarter.  (See  discussion  of  significant  third
quarter events above.) As a consequence,  the Company will report  significantly
reduced interest expense in future periods.

Other  income,  which  consists  principally  of the  gain  on the  sale  of its
buildings,  plus the refund of prior year property taxes and rental income under
a long-term lease, net of related  expenses,  increased by $5.1 million for both
the  three-and  nine-month  periods  ended  January  31,  1998,  compared to the
comparable fiscal 1997 periods.  Without the building sale gain and the property
tax refund,  other  income would have  decreased by $269,000  (51%) and $283,000
(21%) for the three-and  nine-month periods ended January 31, 1998. Most of this
decrease is attributable to the lack of rental income during January 1998 due to
the  sale of the  buildings.  For the  balance  of  fiscal  1998,  other  income
(expense)  will  likely  show net  expenses  reflecting  the cost of moving  the
Company into new office and production  space. In future  periods,  other income
(expense)  should be a nominal amount  compared to the income realized in recent
years.



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<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $68.5  million at January 31,  1998  compared to working  capital at
April 30, 1997 of $37.3 million. Included in working capital at January 31, 1998
is $45.88  million of cash,  cash  equivalents,  marketable  securities and REIT
Units  which  may be  converted  to cash.  As a  result  of the  building  sales
described  above,  the  Company  repaid  $9.8  million of bank loans  during the
quarter ended January 31, 1998.

Net cash provided by operating  activities for the nine months ended January 31,
1998, was $2.9 million  compared to $2.6 million 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 55% increase in net income offset by
the growth of current assets such as accounts receivable (up $2.4 million due to
an increase in costs and estimated earnings in excess of billings on uncompleted
contracts)  and  inventories  (up $1 million  before  writedowns  and  reserves)
reflecting the higher level of work-in-process  activity.  These asset increases
were partially offset by increased  accruals for income taxes as a result of the
Company's  greater   profitability.   The  Company  anticipates  that  operating
activities for all of fiscal 1998 will generate positive cash flow.

Net cash provided by investing  activities for the nine months ended January 31,
1998,  was  approximately  $2.8 million of which $6.6 million was the net amount
derived  from the sale of the LCA  building.  This  amount  was  offset  by $3.1
million to acquire certain  securities of the U.S.  government and its agencies.
The Company may continue to acquire or redeem marketable  securities as dictated
by its investment strategies.

For the nine  months  ended  January 31,  1998,  the  Company  acquired  capital
equipment for  approximately  $642,000.  At January 31, 1998, the Company had no
material   commitments  for  additional   capital   expenditures.   The  Company
anticipates it will incur approximately  $500,000 in costs related to moving its
operations into newly leased and renovated office and production space.  Reckson
Associates  Realty Corp. is obligated to bear the  renovation  costs for the new
leased facility. In addition, the Company is continuing to evaluate its exposure
to the Year 2000 computer software issue. Based on a preliminary  analysis,  the
Company believes that the costs it will incur to meet the Year 2000 requirements
will be less than $250,000 and will be spent in the next nine to twelve  months.
The Company has sufficient resources to acquire capital equipment, move into the
new operating facility and meet its Year 2000 requirements.

Net cash provided by financing  activities for the nine months ended January 31,
1998,  was $120,000  compared to $261,000 used in financing  activities  for the
comparable  1997  period.  Included  in the fiscal 1998 amount is the receipt of
$1.9 million for early payment of a mortgage note  receivable from the purchaser
of the Company's  former west coast  facility  plus  receipts from  transactions
related to the Company's  common stock and involving  certain officers and other
employees  who  exercised  stock  option  rights   ($849,000)  or  repaid  notes
receivable for common stock acquired in a prior year  ($148,000).  These inflows
were partially  offset by $820,000 used to pay down the  Industrial  Development
Bonds in anticipation  of the sale of its buildings.  An additional $1.9 million
was used to make regularly  scheduled long-term debt payments and payment of the
Company's semiannual dividends.

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


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<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

At January 31, 1998,  the  Company's  backlog  amounted to  approximately  $25.9
million compared to the  approximately  $14.3 million backlog at April 30, 1997.
Backlog of  commercial  and  foreign  customers  approximates  $23.8  million at
January 31, 1998. Of this backlog,  approximately  60% is realizable  during the
next 12-month period.


"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.





































                                    15 of 17


<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 nine 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  December  2,  1997,  the  Company  filed a report  on Form 8-K
              indicating the impact of the Registrant's  previously declared 50%
              stock  dividend  on issued and  outstanding  shares  and  treasury
              shares  and  further  amended  a  previously  filed   Registration
              Statement on Form S-8 regarding various stock option plans.









                                    16 of 17


<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, 1998              BY  /s/ Joseph P. Franklin
                                       ----------------------
                                         Joseph P. Franklin
                                         Chief Executive Officer and
                                         Chief Financial Officer


Date:  March 16, 1998              BY  /s/ Alan Miller
                                       ---------------
                                         Alan Miller
                                         Controller


































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