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, 2002

                                       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 9, 2002 - 8,320,216






                                  Page 1 of 19




<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX



Part I.  Financial Information:                                    Page No.

  Item 1 - Financial Statements:

      Condensed Consolidated Balance Sheets -
          October 31, 2002 and April 30, 2002                         3-4

      Consolidated Condensed Statements of Operations
          Six Months Ended October 31, 2002 and 2001                   5

      Condensed Consolidated Statements of Operations
          Three Months Ended October 31, 2002 and 2001                 6

      Condensed Consolidated Statements of Cash Flows
          Six Months Ended October 31, 2002 and 2001                   7

      Notes to Condensed Consolidated Financial Statements            8-10

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

  Item 3- Quantitative and Qualitative Disclosures
          about Market Risk                                           14

  Item 4- Controls and Procedures                                     14


Part II.  Other Information:

  Item 1 - Legal Proceedings                                          15

  Item 6 - Exhibits and Reports on Form 8-K                           15

  Signatures                                                          16

  Exhibits                                                           17-19












<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets



                                                  October 31,       April 30,
                                                     2002             2002
                                                     ----             ----
                                                  (UNAUDITED)       (NOTE A)
                                                         (In thousands)

ASSETS:

Current assets:
  Cash and cash equivalents                       $ 3,850           $ 5,383

  Marketable securities                            27,573            30,848

  Accounts receivable, net of allowance for
      doubtful accounts of $124                    11,430            11,725

  Inventories                                      21,293            19,601

  Deferred income taxes                             4,400             3,645

  Prepaid expenses and other                        2,052             2,678
                                                  -------           -------
         Total current assets                      70,598            73,880

Property, plant and equipment, at cost,
   less accumulated depreciation and
   amortization                                    11,582            11,361

Deferred income taxes                                 369               280

Goodwill                                            6,315             4,938

Other assets                                        5,706             5,552
                                                  -------           -------
         Total assets                             $94,570           $96,011
                                                  =======           =======
























                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                Condensed Consolidated Balance Sheets (Continued)


                                                   October 31,     April 30,
                                                      2002           2002
                                                      ----           ----
                                                  (UNAUDITED)      (NOTE A)
                                                         (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable - trade                          $ 1,402        $ 2,359
  Accrued liabilities and other                       3,163          4,457
  Dividend payable                                      831            833
                                                    -------        -------
     Total current liabilities                        5,396          7,649

Deferred compensation                                 6,747          6,496
REIT liability and other liabilities                 11,614         11,300
                                                    -------        -------

     Total liabilities                               23,757         25,445
                                                    -------        -------

Minority interest in subsidiary                         204            224

Stockholders' equity:
  Preferred stock  - $1.00 par value                    -0-            -0-
  Common stock  -  $1.00 par value                    9,164          9,164
  Additional paid-in capital                         43,660         43,077
  Retained earnings                                  19,870         20,939
                                                    -------        -------
                                                     72,694         73,180

  Common stock reacquired and held in treasury
   -at cost, 856,427 shares at October 31, 2002
    and 830,074 shares at April 30, 2002             (3,156)        (2,806)
  Other stockholders' equity                           (116)          (116)
  Accumulated other comprehensive income              1,187             84
                                                    -------        -------
     Total stockholders' equity                      70,609         70,342
                                                    -------        -------

     Total liabilities and stockholders' equity     $94,570        $96,011
                                                    =======        =======



















                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                 Consolidated Condensed Statements of Operations

                          Six Months Ended October 31,
                                   (Unaudited)

                                                     2002            2001
                                                     ----            ----
                                            (In thousands except per share data)


Net Sales                                          $15,128         $22,535
Cost of sales                                       10,452          14,024
                                                   -------         -------
        Gross margin                                 4,676           8,511

Selling and administrative expenses                  3,942           4,241
Research and development expenses                    1,672           2,870
                                                   -------         -------
        Operating (loss) profit                       (938)          1,400

Other income (expense):
   Investment income                                   782           1,177
   Interest expense                                   (117)           (154)
   Other income (expense), net                         (84)            (29)
                                                   -------         -------
(Loss) Income before minority interest
   and provision for income taxes                     (357)          2,394

Minority Interest in loss of
   consolidated subsidiary                             (22)             (8)
                                                   -------         -------
(Loss) Income before benefit/provision
   for income taxes                                   (335)          2,402

(Benefit) Provision for income taxes                   (97)            770
                                                   -------         -------
        Net (loss) income                          $  (238)        $ 1,632
                                                   =======         =======


Net (loss) earnings per common share
        Basic                                     $  (0.03)        $  0.20
                                                  ========         =======
        Diluted                                   $  (0.03)        $  0.19
                                                  ========         =======

Average shares outstanding
        Basic                                     8,336,310       8,339,458
                                                  =========       =========
        Diluted                                   8,336,310       8,512,718
                                                  =========       =========
















                See accompanying notes to consolidated condensed
                             financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations

                         Three Months Ended October 31,
                                   (Unaudited)

                                                  2002             2001
                                                  ----             ----
                                            (In thousands except per share data)


Net Sales                                       $ 8,300          $11,465
Cost of sales                                     5,679            7,024
                                                -------          -------
        Gross Margin                              2,621            4,441

Selling and administrative expenses               1,889            2,026
Research and development expense                    689            1,757
                                                -------          -------
        Operating profit                             43              658

Other income (expense):
  Investment income                                 427              660
  Interest expense                                  (45)             (76)
  Other income (expense), net                       (91)             (30)
                                                -------          -------
Income before minority interest and
provision for income taxes                          334            1,212

Minority Interest in loss of
   consolidated subsidiary                          (12)               -
                                                -------          -------
Income before provision for income taxes            346            1,212

Provision for income taxes                           95              400
                                                -------          -------
        Net income                              $   251          $   812
                                                =======          =======


Net earnings per common share
        Basic                                   $  0.03           $ 0.10
                                                =======           ======
        Diluted                                 $  0.03           $ 0.10
                                                =======           ======

Average shares outstanding
        Basic                                  8,334,053        8,346,359
                                               =========        =========
        Diluted                                8,364,409        8,470,162
                                               =========        =========















                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows

                          Six Months Ended October 31,
                                   (Unaudited)


                                                         2002         2001
                                                         ----         ----
                                                           (In thousands)

Cash flows from operating activities:
  Net (loss) income                                    $  (238)      $ 1,632
  Non-cash charges to earnings                           1,766           978
  Net changes in other assets and liabilities           (2,381)         (134)
                                                       -------       -------
Net cash (used in) provided by operating activities       (853)        2,476

Cash flows from investing activities:
  Sale of marketable securities- net                     1,329         8,482
  Other - net                                             (380)       (1,013)
                                                       -------       -------
Net cash provided by investing activities                  949         7,469

Cash flows from financing activities:
  Payment of cash dividend                                (833)         (829)
  Payment of debt, net                                    (499)         (573)
  Repurchase of stock for treasury                        (501)            -
  Other - net                                                -          (110)
                                                       -------       -------
Net cash used in financing activities                   (1,833)       (1,512)

Net (decrease) increase in cash and cash
  equivalents before effect of exchange
  rate changes                                          (1,737)        8,433

Effect of exchange rate changes
  on cash and cash equivalents                             204            21
                                                       -------       -------

   Net (decrease) increase in cash                      (1,533)        8,454

   Cash at beginning of period                           5,383         2,121
                                                       -------       -------

   Cash at end of period                               $ 3,850       $10,575
                                                       =======       =======
















                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE A - CONSOLIDATED FINANCIAL STATEMENTS

     In the opinion of management  of the Company,  the  accompanying  unaudited
condensed  consolidated  interim  financial  statements  reflect all adjustments
(which include only normal recurring  adjustments)  necessary to present fairly,
in all material respects,  the consolidated financial position of the Company as
of October  31,  2002 and the  results of its  operations  for the six and three
months and cash flows for the six months  ended  October 31, 2002 and 2001.  The
April 30, 2002  condensed  consolidated  balance  sheet was derived from audited
financial  statements.  Certain  information and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
condensed  consolidated  financial  statements be read in  conjunction  with the
financial  statements and notes thereto included in the Company's April 30, 2002
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
                                         ----------             ------------
                                    2002          2001       2002        2001
                                    ----          ----       ----        ----
  Basic EPS Shares outstanding
    (weighted average)             8,336,310   8,339,458   8,334,053   8,346,359
  Effect of Dilutive Securities          ***     173,260      30,356     123,803
                                   ---------   ---------   ---------   ---------
  Diluted EPS Shares outstanding   8,336,310   8,512,718   8,364,409   8,470,162
                                   =========   =========   =========   =========

          ***  Dilutive  securities  are excluded for the six month period ended
     October 31, 2002 since the  inclusion of such shares would be  antidilutive
     due to the net loss for the quarter then ended.

     Options to purchase 993,287 shares of common stock were outstanding  during
the three months ended  October 31,  2002,  and options for 423,250  shares were
outstanding during the six and three months ended October 31, 2001, but were not
included in the  computation of diluted  earnings per share.  Since the exercise
price  of  these  options  was  greater  than the  average  market  price of the
Company's  common shares during the respective  periods,  their inclusion in the
computation  would  have been  antidilutive.  Consequently,  these  options  are
excluded from the computation of earnings per share.

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at October 31, 2002 and April 30, 2002 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $2,428,000  and
$2,027,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates.  Such amounts are
billed pursuant to contract terms.

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $3,201,000  and
$2,941,000 at October 31, 2002 and April 30, 2002, respectively,  consist of the
following:
                                          October 31, 2002   April 30, 2002
                                                    (In thousands)

 Raw materials and Component parts            $ 8,144           $ 8,946
 Work in progress and Finished goods           13,149            10,655
                                              -------           -------
                                              $21,293           $19,601
                                              =======           =======


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - -COMPREHENSIVE INCOME

     For the six months  ended  October 31, 2002 and 2001,  total  comprehensive
income  was  $865,000  and  $1,759,000,  respectively.  Comprehensive  income is
composed  of net  income  or loss for the  period  plus the  impact  of  foreign
currency  translation  adjustments and the change in the valuation  allowance on
marketable securities.

NOTE F - SEGMENT INFORMATION

     The  Company  operates  under  three  reportable  segments:
          1.   Commercial  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.
          3.   Gillam-FEI - the  products of the  Company's  Belgian  subsidiary
               consist  primarily  of  wireline   synchronization   and  network
               monitoring systems.
     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,
                                                   2002         2001
                                                   ----         ----

Net sales:
  Commercial Communications                      $ 7,088      $16,432
  U.S. Government                                  4,285        1,746
  Gillam-FEI                                       4,052        4,856
  less intercompany sales                           (297)        (499)
                                                 -------      -------
Consolidated Sales                               $15,128      $22,535
                                                 =======      =======
Operating profit (loss):
  Commercial  Communications                     $(1,323)      $1,661
  U.S. Government                                    953          484
  Gillam-FEI                                        (270)        (239)
  less  intercompany transactions                    (17)        (107)
  Corporate                                         (281)        (399)
                                                 -------       ------
Consolidated Operating (Loss)Profit              $  (938)      $1,400
                                                 =======       ======

                                           October 31, 2002   April 30, 2002
Identifiable assets:
  Commercial Communications                      $21,059         $21,101
  U.S. Government                                  4,867           3,176
  Gillam-FEI                                      18,858          17,956
  less intercompany balances                        (784)         (1,575)
  Corporate                                       50,570          55,353
                                                 -------         -------
  Consolidated Identifiable Assets               $94,570         $96,011
                                                 =======         =======

NOTE G.  Recently Issued Accounting Pronouncements

     In July 2002,  the FASB issued  Statement No. 146 ("SFAS 146),  "Accounting
for Costs  Associated  with Exit or  Disposal  Activities."  SFAS 146  addresses
significant  issues  regarding the  recognition,  measurement,  and reporting of
costs that are associated with exit and disposal activities, including



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

restructuring  activities  that are  currently  accounted  for  pursuant  to the
guidance  that the  Emerging  Issues Task Force  ("EITF")  has set forth in EITF
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."  SFAS 146 revises the accounting for certain lease  termination
costs and employee  termination  benefits,  which are  generally  recognized  in
connection  with  restructuring  activities.  The  provisions  of  SFAS  146 are
effective for exit or disposal  activities that are initiated after December 31,
2002. The Company does not anticipate  that the adoption of SFAS 146 will have a
material impact on its consolidated financial statements.

     In  October  2002,   the  FASB  issued   Statement  No.  147  ("SFAS  147),
"Acquisitions of Certain Financial  Institutions."  SFAS 147 addresses financial
accounting  and  reporting  for the  acquisition  of all or part of a  financial
institution,  except for a transaction  between two or more mutual  enterprises.
SFAS 147 also provides guidance on the accounting for the impairment or disposal
of  acquired  long-term  customer-relationship  intangible  assets of  financial
institutions,  including  those  acquired  in  transactions  between two or more
mutual  enterprises.  The  provisions  of the  statement  will be effective  for
acquisitions on or after October 1, 2002.  Since SFAS 147 is not relevant to the
Company's business this statement will have no impact on the Company's financial
position or results of operations.

                                     Item 2

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

Critical Accounting Policies and Estimates

The  Company's  significant  accounting  policies are described in Note 1 to the
consolidated  financial  statements  included  in the  Company's  April 30, 2002
Annual Report to Stockholders. The Company believes its most critical accounting
policies to be the recognition of revenue, costs on production contracts and the
valuation of inventory.

Revenue Recognition

Revenues  under  larger,  long-term  contracts,  generally  defined as orders in
excess of $100,000,  are reported in operating  results using the  percentage of
completion  method.  For U.S.  Government and other  fixed-price  contracts that
require initial design and development of the product,  revenue is recognized on
the cost-to-cost method.  Under this method,  revenue is recorded based upon the
ratio that incurred  costs bear to total  estimated  contract costs with related
cost of sales recorded as the costs are incurred.  Each month management reviews
estimated contract costs. The effect of any change in the estimated gross margin
percentage  for a contract is  reflected  in revenues in the period in which the
change is known.  Provisions for anticipated losses on contracts are made in the
period in which they become determinable.

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

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

Contract Costs

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



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

Inventory

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

Recently Issued Accounting Pronouncements

In July 2002, the FASB issued Statement No. 146 ("SFAS No. 146), "Accounting for
Costs  Associated  with Exit or  Disposal  Activities."  SFAS No. 146  addresses
significant  issues  regarding the  recognition,  measurement,  and reporting of
costs  that  are  associated  with  exit  and  disposal  activities,   including
restructuring  activities  that are  currently  accounted  for  pursuant  to the
guidance  that the  Emerging  Issues Task Force  ("EITF")  has set forth in EITF
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."   SFAS  No.146   revises  the   accounting  for  certain  lease
termination  costs  and  employee  termination  benefits,  which  are  generally
recognized in connection with restructuring  activities.  The provisions of SFAS
No.146 are effective for exit or disposal  activities  that are initiated  after
December 31, 2002. The Company does not anticipate that the adoption of SFAS No.
146 will have a material impact on its consolidated financial statements.

In October 2002, the FASB issued Statement No. 147 ("SFAS 147), "Acquisitions of
Certain Financial  Institutions."  SFAS 147 addresses  financial  accounting and
reporting for the acquisition of all or part of a financial institution,  except
for a transaction between two or more mutual enterprises. SFAS 147 also provides
guidance on the accounting for the impairment or disposal of acquired  long-term
customer-relationship  intangible  assets of financial  institutions,  including
those  acquired in  transactions  between two or more  mutual  enterprises.  The
provisions  of the  statement  will be effective  for  acquisitions  on or after
October 1, 2002.  Since SFAS 147 is not relevant to the Company's  business this
statement will have no impact on the Company's  financial position or 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 2003 and 2002:
                                               Six months          Three months
                                                   Periods ended October 31,
                                            2002      2001       2002      2001
                                            ----      ----       ----      ----
 Net Sales
    Commercial Communications               46.1%     71.7%      47.2%     71.2%
    U.S. Government                         28.3       7.7       28.5       6.7
    Gillam-FEI                              25.6      20.6       24.3      22.1
                                           -----     -----      -----     -----
                                           100.0     100.0      100.0     100.0
 Cost of Sales                              69.1      62.2       68.4      61.3
                                           -----     -----      -----     -----
                        Gross Margin        30.9      37.8       31.6      38.7
 Selling and administrative expenses        26.1      18.8       22.8      17.7
 Research and development expenses          11.0      12.8        8.3      15.3
                                           -----     -----      -----     -----
             Operating (loss) profit        (6.2)      6.2        0.5       5.7
 Other income (expense)- net                 3.8       4.4        3.5       4.8
                                           -----     -----      -----     -----
 Pretax (Loss) Income                       (2.4)     10.6        4.0      10.6
 (Benefit)Provision for income taxes        (0.8)      3.4        1.0       3.5
                                           -----     -----      -----     -----
                   Net (loss) income        (1.6)%     7.2%       3.0%      7.1%
                                           =====    ======      =====     =====



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)



As illustrated in the table above, the mix of the Company's revenues has shifted
significantly  during  fiscal 2003  compared to the same periods of fiscal 2002.
For the six- and three-month  periods ended October 31, 2002,  overall Net Sales
have declined by $7.4 million (33%) and $3.2 million (28%),  respectively,  from
the same periods of fiscal 2002.  Most of the  decrease is  attributable  to the
slowdown  in  the  telecommunications  industry  which  has  impacted  both  the
Commercial  Communications  segment and the Gillam-FEI  segment.  These declines
were partially offset by increased  revenues in the U.S.  Government  segment as
the  United  States  responded  to  terrorist  threats by  procuring  new secure
communications systems and new sophisticated weaponry.

Revenues  for the  Commercial  Communications  segment  declined by $9.3 million
(57%) and by $4.2  million  (51%),  respectively,  for the six- and  three-month
periods  ended  October 31,  2002 as  compared to the same  periods of the prior
fiscal year.  These amounts reflect the reduced level of capital spending by the
telecommunication  industry  as well as the  lack  of new  commercial  satellite
orders.  Similarly,  for the  six-  and  three-month  periods  of  fiscal  2003,
Gillam-FEI   revenues   decreased  by  $800,000   (16%)  and   $600,000   (23%),
respectively,  reflecting the decline in  telecommunication  spending in Europe.
Conversely,  revenues in the  Company's  U.S.  Government  segment  rose by $2.5
million  (145%)  and $1.6  million  (210%),  respectively,  during  fiscal  2003
compared to the same six- and  three-month  periods of fiscal 2002.  The Company
expects that U.S.  Government revenue will continue at comparable levels for the
foreseeable  future  although the rate of growth will likely  moderate in future
quarters.  The Company also believes that spending by telecommunication  service
providers will increase in future periods from the current  reduced  levels.  As
new services are provided, the need for improved infrastructure in both wireless
and  wireline  networks  becomes  more  urgent.   Likewise,  many  communication
satellites are nearing or have exceeded  their life  expectancy and must soon be
replaced.

For the six months ended October 31, 2002, the Commercial Communications segment
incurred an operating  loss of $1.3 million  compared to an operating  profit of
$1.7  million  in the same  period of  fiscal  2002.  This loss is  attributable
primarily to the reduced  sales volume and related lower gross margins on sales.
In addition, self-funded research and development spending is primarily incurred
in this segment.  Operating  profit in the U.S.  Government  segment for the six
months ended October 31, 2002 were $953,000,  an increase of $469,000 (97%) over
the same period in fiscal 2002. This increase is attributable to the increase in
revenues  during  the  fiscal  2003  period  offset by a small  decline in gross
margins  and  the  absorption  of a  greater  share  of  allocated  general  and
administrative  expenses. The Gillam-FEI segment recorded a loss of $270,000 for
the six month period ended October 31, 2002 which is $31,000 (13%) more than the
loss recorded in the same period of fiscal 2002. This increase is due to the 17%
decline in revenues offset by reduced  research and development  spending during
the fiscal 2003 period.

For the six- and three-month  periods ended October 31, 2002, gross margin rates
were 31% and 32%, respectively,  compared to 38% and 39% for the same periods of
fiscal  2002.  The lower  volume of  business in the  Commercial  Communications
segment had a  significant  impact on fiscal 2003 gross  margins.  The increased
volume in U.S.  Government  business was  insufficient  to offset the Commercial
Communications  decline.  With the  present  mix of orders and  recent  contract
bookings,  the Company expects to see improvement in gross profit margins during
the second half of fiscal 2003.

Selling and administrative costs decreased by $299,000 (7%) and by $137,000 (7%)
for the six- and  three-month  periods  ended  October 31,  2002,  respectively,
compared to the same periods of fiscal 2002.  These  decreases are primarily due
to reduced  personnel costs for fewer selling and  administrative  personnel and
lower accruals for employee  incentive  plans due to lower profits.  The Company
anticipates that fiscal 2003 selling and  administrative  expenses will continue
to be less than that incurred in fiscal 2002 as the Company  focuses on reducing
its overall cost  structure.  The Company  expects that the ratio of selling and
administrative expenses to net sales will also decline from the 26% rate for the
first half of the year to an amount closer to the Company's target of 20%.

Research  and  development  costs in the fiscal 2003  periods  decreased by $1.2
million (42%) and $1.1 million (61%), respectively, over the comparable six- and
three-month periods ended October 31, 2001. The level of development spending in
the second  quarter of fiscal 2003 is not  indicative of a full year rate nor of
the actual  development  efforts  being  expended by the  Company.  Rather,  the
Company has


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)



recently  been  successful  in  procuring  funding  for some of its  development
activities  including  non-recurring  engineering  on  production  contracts and
obtaining  government-sourced  subsidies in Europe. The Company will continue to
devote its own resources to develop new products and enhance  existing  products
for the commercial communications market. During calendar year 2003, the Company
intends to introduce  Gillam-FEI's wireline  synchronization  product to the U.S
market as well as to the rest of the world. In addition,  the Company  continues
to  improve  its  manufacturing  processes  and  is  developing  next-generation
products in support of the cellular network infrastructure  markets.  Internally
generated cash and cash reserves are adequate to fund this development effort.

Net nonoperating  income and expense decreased by $413,000 (42%) and by $263,000
(47%), respectively,  in the six- and three-month periods ended October 31, 2002
as compared to the fiscal 2002 periods.  Investment  income declined by $395,000
(34%) and $233,000 (35%),  respectively,  as a result of lower interest rates on
marketable   securities  and  net  realized  losses  of  $160,000  and  $40,000,
respectively, on certain marketable securities compared to net realized gains of
$169,000  and  $150,000,  respectively,  in the same  periods  of  fiscal  2002.
Interest expense has decreased by $37,000 (24%) and $31,000 (41%), respectively,
reflecting  both reduced  interest  rates and declining  debt balances in fiscal
2003 compared to fiscal 2002. Other income (expense),  net, consists principally
of certain  non-recurring  transactions  and is generally not significant to net
income. For the six- and three-month  periods ended October 31, 2002 the Company
incurred  net  expenses of $84,000 and  $91,000,  respectively,  compared to net
expenses  of  $29,000  and  $30,000  in the same  periods  of fiscal  2002.  The
principal  difference  between the two fiscal years is due to the recognition of
$34,000 of income by  Gillam-FEI  for the recovery of certain  assets during the
second quarter of fiscal 2002.

The Company is subject to income taxes in both the United States and Europe. The
federal  statutory rates vary from 34% to 40%. The Company's  effective tax rate
is lower than the statutory rates primarily due to the  availability of Research
and Development Tax Credits in the United States.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position  of $65  million at October  31,  2002 which is  comparable  to working
capital at April 30,  2002.  Included in working  capital at October 31, 2002 is
$31.4 million of cash,  cash  equivalents and marketable  securities,  including
$10.4 million of REIT units which are convertible to Reckson  Associates  Realty
Corp. common stock.

Net cash used in operating activities for the six months ended October 31, 2002,
was $853,000  compared to positive  cash flow of $2.5 million in the same period
of fiscal 2002.  Shortly after the end of the fiscal 2003  quarter,  the Company
collected a receivable  from a customer in the amount of $1.4 million.  Had that
amount been  received  within the expected  time period,  the Company would have
been cash flow  positive for the first six months of fiscal 2003.  In the fiscal
2002 period,  the Company  received  $3.0 million for  reimbursement  of certain
legal expenses covered under directors' and officers' liability insurance.  This
inflow was  partially  offset by  payments  against  certain  accrued  expenses,
including  income taxes  payable of $2.0 million and the payment of cash bonuses
under incentive compensation plans. During the fiscal 2003 period, cash was also
absorbed by increases to  work-in-process  inventory  and the paydown of accrued
expenses and accounts  payable.  The Company  anticipates  that it will generate
positive cash flow from operating activities for the full fiscal year.

Net cash provided by investing  activities  for the six months ended October 31,
2002,  was  $949,000.  Approximately  $1.3 million was obtained from the sale or
redemption of certain  marketable  securities,  most of which was  reinvested in
shorter term cash  equivalents.  These inflows were offset by the acquisition of
capital  equipment  for  approximately  $380,000.  The Company  may  continue to
acquire or sell marketable  securities as dictated by its investment  strategies
as well as by the cash requirements for its development activities.  The Company
will  continue to acquire more  efficient  equipment to automate its  production
process  and  expand its  capacity.  The  Company  intends to spend less than $2
million on capital equipment during fiscal 2003.  Internally generated cash will
be adequate to acquire this capital equipment.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)



Net cash used in financing activities for the six months ended October 31, 2002,
was $1.8 million compared to $1.5 million for the comparable fiscal 2002 period.
Included in both fiscal periods is payment of the Company's  semiannual dividend
in the aggregate amount of $833,000 and $829,000, respectively. In addition, the
Company  made  scheduled  payments on debt and other  long-term  obligations  of
$499,000 in fiscal 2003 and $573,000 in fiscal  2002.  During  fiscal 2003,  the
Company  reacquired  approximately  80,000  shares  of its  stock  at a cost  of
$501,000.

At October  31,  2002,  the  Company's  backlog  amounted to  approximately  $35
million,  an  increase  of  approximately  $4  million  from the April 30,  2002
backlog.  Approximately 57% of the backlog  represents orders for the commercial
communications  segment,  22% for the  Gillam-FEI  segment  and 21% for the U.S.
Government segment. Of this backlog, approximately 70% is realizable in the next
12 months.


                                     Item 3.

Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------

Interest Rate Risk
------------------
The Company is exposed to market risk  related to changes in interest  rates and
market  values  of  securities,  including  participation  units in the  Reckson
Operating Partnership, L.P. The Company's investments in fixed income and equity
securities  were $16.5 million and $11.1 million,  respectively,  at October 31,
2002. The investments are carried at fair value with changes in unrealized gains
and losses recorded as adjustments to  stockholders'  equity.  The fair value of
investments in marketable securities is generally based on quoted market prices.
Typically,  the fair market value of  investments  in fixed  interest  rate debt
securities  will increase as interest  rates fall and decrease as interest rates
rise. Based on the Company's overall interest rate exposure at October 31, 2002,
a 10% change in market  interest  rates would not have a material  effect on the
fair value of the  Company's  fixed income  securities  or results of operations
(investment income).

Foreign Currency
----------------
Risk The Company is subject to foreign  currency  translation  risk. The Company
does not have any near-term intentions to repatriate invested cash in any of its
foreign-based  subsidiaries.  For this  reason,  the Company  does not intend to
initiate any exchange  rate hedging  strategies  which could be used to mitigate
the effects of foreign  currency  fluctuations.  The effects of foreign currency
rate fluctuations will be recorded in the equity section of the balance sheet as
a component of other  comprehensive  income.  As of October 31, 2002, the amount
related to foreign currency exchange rates is a $2,282,000  unrealized gain. The
results of operations of foreign subsidiaries,  when translated into US dollars,
will  reflect the  average  rates of exchange  for the periods  presented.  As a
result,   similar  results  in  local  currency  can  vary   significantly  upon
translation into US dollars if exchange rates fluctuate  significantly  from one
period to the next.

                                    Item 4.
Controls and Procedures
-----------------------
Within 90 days prior to the date of this  report,  the  Company  carried  out an
evaluation,  under  the  supervision  and with the  participation  of its  Chief
Executive Officer,  Martin B. Bloch and Chief Financial Officer, Alan L. Miller,
of the effectiveness of disclosure  controls and procedures pursuant to Exchange
Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief
Financial  Officer  concluded  that the  disclosure  controls and procedures are
effective  in  timely  alerting  them to  material  information  required  to be
included in the Company's  periodic SEC reports.  There have been no significant
changes in internal  controls,  or in factors  that could  significantly  affect
internal controls,  subsequent to the date the Chief Executive Officer and Chief
Financial Officer completed their evaluation.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)


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



                                     PART II

ITEM 1 - Legal Proceedings

A judgment  dated  September  3,  2002,  has been  entered by the United  States
District  Court for the  Eastern  District  of New York in  connection  with its
dismissal  of the  Muller  Qui Tam  Action.  With  this  action,  the  Court has
dismissed all  remaining  litigation  against the Company and its  President/CEO
originating approximately ten years ago.

The  judgment  is  based  on the  Court's  decision  on the  merits  in favor of
Frequency Electronics, Inc. and its CEO, Martin B. Bloch, dated August 23, 2002.
The judgment  preserves  all of FEI's rights to recover  costs and its causes of
action against the plaintiff and third party defendants.

For a further discussion of the Muller Qui Tam Action, reference is made to Form
10-K for the fiscal year ended April 30, 2002, filed by Registrant under Section
13 of the  Securities  Exchange Act of 1934,  which is on file at the Securities
and Exchange Commission.


ITEM 6 - Exhibits and Reports on Form 8-K

          (a)  Exhibits:  99.1  Certifications  Pursuant  to Section  302 of the
                                Sarbanes-Oxley  Act of 2002.
                          99.2. Certifications  Pursuant  to
                                Section 906 of the Sarbanes-Oxley Act of 2002.

          (b)  Registrant's   Form  8-K,  dated  August  22,  2002,   containing
               disclosure  under Item 5 thereof  (dismissal  of qui tam action),
               was  filed  with  the  Securities  and  Exchange   Commission  on
               September 3, 2002.

          (c)  Registrant's   Form  8-K,  dated  October  9,  2002,   containing
               disclosure  under Item 5 thereof  (declaration of cash dividend),
               was filed with the Securities and Exchange  Commission on October
               15, 2002.


<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 16, 2002                 BY:/s/ Joseph P. Franklin
                                            --------------------------
                                               Joseph P. Franklin
                                            Chairman of the Board of Directors



Date: December 16, 2002                  BY:/s/ Alan Miller
                                            -----------------
                                               Alan Miller
                                            Chief Financial Officer
                                               and Controller




<PAGE>


                                                                    Exhibit 99.1

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

Certification of CEO

I, Martin B. Bloch, certify that

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

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly  report
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

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

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

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

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



   /s/  Martin B. Bloch                                        December 16, 2002
   --------------------
     Martin B. Bloch
     Chief Executive Officer



<PAGE>

                                                                    Exhibit 99.1
                                                                          Page 2
                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

Certification of CFO

I, Alan L. Miller, certify that

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

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

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

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

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

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

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

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


   /s/  Alan L. Miller                                         December 16, 2002
   -------------------
     Alan L. Miller
     Chief Financial Officer





<PAGE>

                                                                    Exhibit 99.2

                           CERTIFICATIONS PURSUANT TO
                                 SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002


Certification of CEO
--------------------

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

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

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


   /s/  Martin B. Bloch                                        December 16, 2002
   --------------------
     Martin B. Bloch
     Chief Executive Officer




Certification of CFO
--------------------

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

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

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


   /s/  Alan L. Miller                                         December 16, 2002
   -------------------
     Alan L. Miller
     Chief Financial Officer