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, 2003

                                       OR

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     The number of shares outstanding of Registrant's Common Stock, par value
$1.00 as of December 8, 2003 - 8,370,956


                                  Page 1 of 22


<PAGE>


Frequency Electronics, Inc. and Subsidiaries

                                      INDEX



Part I.  Financial Information:                                      Page No.

  Item 1 - Financial Statements:

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

      Consolidated Condensed Statements of Operations
          Six Months Ended October 31, 2003 and 2002                     5

      Condensed Consolidated Statements of Operations
          Three Months Ended October 31, 2003 and 2002                   6

      Condensed Consolidated Statements of Cash Flows
          Six Months Ended October 31, 2003 and 2002                     7

      Notes to Condensed Consolidated Financial Statements              8-12

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations                12-15

  Item 3- Quantitative and Qualitative Disclosures about Market Risk    16

  Item 4- Disclosures Controls and Procedures                           16


Part II.  Other Information:

  Item 1 - Legal Proceedings                                            17

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

  Signatures                                                            18

  Exhibits                                                             19-22

<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets



                                                      October 31,      April 30,
                                                         2003            2003
                                                         ----            ----
                                                      (UNAUDITED)       (NOTE A)
                                                             (In thousands)
ASSETS:

Current assets:
    Cash and cash equivalents                          $  1,831       $  5,952
    Marketable securities                                26,983         27,829
    Accounts receivable, net of allowance for
               doubtful accounts of $124                 12,357          9,565
    Inventories                                          20,581         17,734
    Deferred income taxes                                 3,962          4,435
    Income taxes receivable                                 787          1,223
    Prepaid expenses and other                            1,529          1,198
                                                       --------       --------
           Total current assets                          68,030         67,936

Property, plant and equipment, at cost,
      less accumulated depreciation and
      amortization                                       11,116         11,105

Deferred income taxes                                       402            436

Cash surrender value of life insurance                    5,020          4,869

Intangible assets, net                                      807              -

Other assets                                              1,239          1,383
                                                       --------       --------
           Total assets                                $ 86,614       $ 85,729
                                                       ========       ========





















                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>


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


                                                       October 31,     April 30,
                                                          2003           2003
                                                          ----           ----
                                                      (UNAUDITED)      (NOTE A)
                                                             (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Short-term credit obligations                 $  1,202        $    179
        Accounts payable - trade                         2,040           1,294
        Dividend payable                                   837             834
        Accrued liabilities and other                    3,378           3,615
                                                      --------        --------
              Total current liabilities                  7,457           5,922

Deferred compensation                                    6,923           6,752
REIT liability and other liabilities                    10,856          11,151
                                                      --------        --------
      Total liabilities                                 25,236          23,825
                                                      --------        --------

Minority interest in subsidiary                             88             195
                                                      --------        --------

Stockholders' equity:
  Preferred stock  - $1.00 par value                      -0-             -0-
  Common stock  -  $1.00 par value                       9,164           9,164
  Additional paid-in capital                            43,947          43,806
  Retained earnings                                      8,601          10,415
                                                      --------        --------
                                                        61,712          63,385
  Common stock reacquired and held in treasury
    -at cost, 792,984 shares at October 31, 2003
     and 824,739 shares at April 30, 2003               (2,965)         (3,062)
  Other stockholders' equity                              (116)           (116)
  Accumulated other comprehensive income                 2,659           1,502
                                                      --------        --------
  Total stockholders' equity                            61,290          61,709
                                                      --------        --------
  Total liabilities and stockholders' equity          $ 86,614        $ 85,729
                                                      ========        ========


















                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)

                                                     2003              2002
                                                     ----              ----
                                            (In thousands except per share data)


Net Sales                                          $18,779          $15,128
Cost of sales                                       12,892           10,452
                                                   -------          -------
        Gross margin                                 5,887            4,676

Selling and administrative expenses                  5,315            3,942
Research and development expenses                    2,915            1,672
                                                   -------          -------
        Operating loss                              (2,343)            (938)

Other income (expense):
     Investment income                               1,343              782
     Interest expense                                 (124)            (117)
     Other income (expense), net                       (38)             (84)
                                                   -------          -------

Loss before minority interest and
        provision for income taxes                  (1,162)            (357)

Minority Interest in loss of
     consolidated subsidiary                          (107)             (22)
                                                   -------          -------
Loss before benefit/provision for income taxes      (1,055)            (335)

Benefit for income taxes                               (78)             (97)
                                                   --------         -------
        Net loss                                   $  (977)         $  (238)
                                                   ========         ========


Net loss per common share
        Basic                                      $ (0.12)         $ (0.03)
                                                   =======          =======
        Diluted                                    $ (0.12)         $ (0.03)
                                                   =======          =======
Average shares outstanding
        Basic                                     8,357,568        8,336,310
                                                  =========        =========
        Diluted                                   8,357,568        8,336,310
                                                  =========        =========
















                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)

                                                      2003              2002
                                                      ----              ----
                                            (In thousands except per share data)


Net Sales                                            $10,025         $ 8,300
Cost of sales                                          6,705           5,679
                                                     -------         -------
        Gross Margin                                   3,320           2,621

Selling and administrative expenses                    2,778           1,889
Research and development expense                       1,247             689
                                                     -------         -------
        Operating (loss) profit                         (705)             43

Other income (expense):
     Investment income                                   597             427
     Interest expense                                    (65)            (45)
     Other income (expense), net                         (51)            (91)
                                                     -------         -------
(Loss) Income before minority interest and
     provision for income taxes                         (224)            334

Minority Interest in loss of
     consolidated subsidiary                             (52)            (12)
                                                     --------        -------
(Loss) Income before provision for income taxes         (172)            346

Provision for income taxes                                62              95
                                                     -------         -------
        Net (loss) income                            $  (234)        $   251
                                                     =======         =======


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

Average shares outstanding
        Basic                                       8,367,003       8,334,053
                                                    =========       =========
        Diluted                                     8,367,003       8,364,409
                                                    =========       =========











                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)


                                                          2003            2002
                                                          ----            ----
                                 (In thousands)

Cash flows from operating activities:
  Net loss                                             $  (977)        $  (238)
  Non-cash charges to earnings                             899           1,766
  Net changes in other assets and liabilities           (3,880)         (2,381)
                                                       -------         -------
Net cash used in operating activities                   (3,958)           (853)

Cash flows from investing activities:
  Payment for acquisition                               (2,643)              -
  Proceeds from sale of marketable securities            7,397           5,208
  Purchase of marketable securities                     (4,879)         (3,879)
  Other - net                                             (240)           (380)
                                                       -------         -------
Net cash (used in) provided by investing activities       (365)            949

Cash flows from financing activities:
  Proceeds from short-term credit obligations            1,183               -
  Payment of cash dividend                                (834)           (833)
  Payment on long-term obligations                        (315)           (499)
  Repurchase of stock for treasury                           -            (501)
  Other - net                                               57               -
                                                       -------         -------
Net cash provided by (used in) financing activities         91          (1,833)
                                                       -------         -------
Net decrease in cash and cash equivalents
  before effect of exchange rate changes                (4,232)         (1,737)

Effect of exchange rate changes
  on cash and cash equivalents                             111             204
                                                       -------         -------

  Net decrease in cash                                  (4,121)         (1,533)

  Cash at beginning of period                            5,952           5,383
                                                       -------         -------
  Cash at end of period                                $ 1,831         $ 3,850
                                                       =======         =======















                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,  2003 and the  results of its  operations  for the six and three
months and cash flows for the six months  ended  October 31, 2003 and 2002.  The
April 30, 2003  condensed  consolidated  balance  sheet was derived from audited
financial  statements.  Certain  information and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
condensed  consolidated  financial  statements be read in  conjunction  with the
financial  statements and notes thereto included in the Company's April 30, 2003
Annual  Report to  Stockholders.  The  results of  operations  for such  interim
periods are not  necessarily  indicative of the  operating  results for the full
year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
diluted Earnings Per Share are as follows:
                                              Periods ended October 31,
                                       Six months             Three months
                                       ----------             ------------
                                   2003        2002         2003        2002
                                   ----        ----         ----        ----
Basic EPS Shares outstanding
  (weighted average)             8,357,568   8,336,310    8,367,003   8,334,053
Effect of Dilutive Securities          ***         ***          ***      30,356
                                 ---------   ---------    ---------   ---------
Diluted EPS Shares outstanding   8,357,568   8,336,310    8,367,003   8,364,409
                                 =========   =========    =========   =========

       *** Dilutive securities are excluded for the six- and three month periods
       ended October 31, 2003 and the three month period ended October 31, 2002
       since the inclusion of such shares would be antidilutive due  to the net
       loss for the periods then ended.

     Options to purchase 993,287 shares were outstanding during the three months
ended  October 31,  2002,  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 period, 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, 2003 and April 30, 2003 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $2,362,000  and
$3,023,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates.  Such amounts are
billed pursuant to contract terms.

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $3,885,000  and
$3,598,000 at October 31, 2003 and April 30, 2003, respectively,  consist of the
following:

                                          October 31, 2003       April 30, 2003
                                                      (In thousands)

  Raw materials and Component parts           $ 9,359                $ 7,349
  Work in progress and Finished goods          11,222                 10,385
                                              -------                -------
                                              $20,581                $17,734
                                              =======                =======


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - -COMPREHENSIVE INCOME

     For the six months  ended  October 31, 2003 and 2002,  total  comprehensive
income was $180,000 and $865,000, respectively. Comprehensive income is composed
of net  income  or loss for the  period  plus the  impact  of  foreign  currency
translation  adjustments and the change in the valuation allowance on marketable
securities.

NOTE F - SEGMENT INFORMATION

The Company operates under four reportable segments:

     1.   Commercial communications - consists principally of time and frequency
          control  products  used in  commercial  communication  satellites  and
          terrestrial     cellular     telephone    or    other     ground-based
          telecommunications.
     2.   U.S. Government - consists of time and frequency control products used
          in terrestrial and space applications by the Department of Defense and
          other U.S. government agencies.
     3.   Gillam-FEI - the products of the Company's Belgian  subsidiary consist
          primarily of wireline synchronization and network monitoring systems.
     4.   FEI-Zyfer - the products of the Company's  newly  acquired  subsidiary
          incorporate  Global Positioning System (GPS) technologies into systems
          and  subsystems  for  secure   communications,   both  government  and
          commercial, and other locator applications.

     The  table  below  presents   information   about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):
<TABLE>
<CAPTION>

                                                  Six months               Three months
                                                         Periods ended October 31,
                                              2003         2002           2003       2002
                                              ----         ----           ----       ----
  <S>                                       <C>          <C>            <C>         <C>
  Net sales:
   Commercial Communications                $10,994      $ 7,088       $ 6,133      $4,018
   U.S. Government                            3,667        4,285         2,014       2,363
   Gillam-FEI                                 2,527        4,052         1,180       2,108
   FEI-Zyfer                                  1,968            -         1,056           -
   less intercompany sales                     (377)        (297)         (358)       (189)
                                            -------      -------       -------      ------
    Consolidated Sales                      $18,779      $15,128       $10,025      $8,300
                                            =======      =======       =======      ======
  Operating profit (loss):
   Commercial Communications                $   273      $(1,323)      $   547      $ (390)
   U.S. Government                              328          953           257         574
   Gillam-FEI                                (1,587)        (270)         (728)         14
   FEI-Zyfer                                 (1,009)           -          (531)          -
   less intercompany transactions              (122)         (17)         (115)        (17)
   Corporate                                   (226)        (281)         (135)       (138)
                                            -------      -------       -------      ------
    Consolidated Operating (Loss) Profit    $(2,343)     $  (938)      $  (705)     $   43
                                            =======      ========      =======      ======
</TABLE>

                                       October 31, 2003      April 30, 2003
  Identifiable assets:
   Commercial Communications                $19,709            $14,733
   U.S. Government                            5,515              6,147
   Gillam-FEI                                11,493             12,305
   FEI-Zyfer                                  4,280                  -
   less intercompany balances                (1,549)              (964)
   Corporate                                 47,166             53,508
                                            -------            -------
    Consolidated Identifiable Assets        $86,614            $85,729
                                            =======            =======


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE G - ACQUISITION OF FEI-ZYFER

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

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

     The  FEI-Zyfer  acquisition  is  treated  as a  purchase  acquisition.  The
purchase  price  has  been  initially   allocated  to  net  assets  acquired  of
approximately  $1.8  million.  The  purchase  price  in  excess  of net  assets,
approximately $900,000, is initially allocated to intangible assets. The Company
is in the  process  of  determining  the fair  value of  acquired  tangible  and
intangible  assets and, once  identified,  will  reallocate the purchase  price.
Costs  allocated to any intangible  assets will be amortized over an appropriate
period.

     The accompanying  condensed  consolidated  statements of operations for the
six- and  three-month  periods ended  October 31, 2003,  includes the results of
operations of FEI-Zyfer from May 9, 2003 through October 31, 2003. The pro forma
financial  information  set forth below is based upon the  Company's  historical
consolidated statements of operations for the six and three months ended October
31, 2003 and 2002, adjusted to give effect to the acquisition of FEI-Zyfer as of
the  beginning  of each of the  periods  presented.  The fiscal  2002  financial
information includes the results of operations of FEI-Zyfer for the period April
1 to September 30, 2002.

     The pro forma financial information is presented for informational purposes
only and may not be indicative of what actual  results of operations  would have
been  had the  acquisition  occurred  on May 1,  2002,  nor does it  purport  to
represent the results of operations for future periods.

<TABLE>
<CAPTION>

                                                    Pro forma periods ended October 31
                                                               (unaudited)
                                                Six months                   Three months
                                           2003           2002             2003         2002
                                           ----           ----             ----         ----
                                                    (In thousands except per share data)
  <S>                                     <C>            <C>             <C>          <C>
  Net Sales                               $18,880        $19,779         $10,025      $10,692
                                          -------        -------         -------      -------
  Operating Loss                          $(2,423)       $(1,142)        $  (705)     $  (119)
                                          -------        -------         --------     -------
  (Loss) income from
       continuing operations              $(1,036)       $  (468)        $  (236)      $  111
                                          =======        =======         =======       ======
  (Loss) Earnings per share- basic         $(0.12)        $(0.06)         $(0.03)       $0.06
                                           ======         ======          ======        =====
  (Loss) Earnings per share- diluted       $(0.12)        $(0.06)         $(0.03)       $0.01
                                           ======         ======          ======        =====
</TABLE>



NOTE H - EQUITY-BASED COMPENSATION

     The Company applies the disclosure-only  provisions of FAS 123, "Accounting
for  Stock-Based   Compensation,"  as  amended  by  FAS  148,   "Accounting  for
Stock-Based  Compensation - Transition and Disclosure," and continues to measure
compensation cost in accordance with Accounting Principles



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


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

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

                                                          Periods ended October 31
                                                   Six months                Three months
                                               2003         2002          2003          2002
                                               ----         ----          ----          ----
                                                       (In thousands except per share data)
  <S>                                        <C>           <C>           <C>            <C>
  Net (Loss) Income, as reported              $ (977)      $ (238)       $ (234)        $ 251
                                              ======       ======        ======         =====
  Net (Loss) Income - pro forma              $(1,360)      $ (653)       $ (436)        $  50
                                             =======       ======        ======         =====

  (Loss) Earnings per share, as reported:
     Basic                                   $(0.12)       $(0.03)       $(0.03)       $ 0.03
                                             ======        ======        ======        ======
     Diluted                                 $(0.12)       $(0.03)       $(0.03)       $ 0.03
                                             ======        ======        ======        ======
  (Loss) Earnings per share- pro forma
     Basic                                   $(0.16)       $(0.08)       $(0.05)       $ 0.01
                                             ======        ======        ======        ======
     Diluted                                 $(0.16)       $(0.08)       $(0.05)       $ 0.01
                                             ======        ======        ======        ======
</TABLE>

     The weighted  average  fair value of each option has been  estimated on the
date of grant using the  Black-Scholes  options pricing model with the following
weighted  average  assumptions  used for grants in 2003 and 2002,  respectively,
dividend yield of 1.83%;  expected volatility of 63% and 65%; risk free interest
rate (ranging from 5.5% to 8.0%);  and expected  lives ranging from seven to ten
years.


Note i - Recently Issued Accounting Pronouncements

     In January 2003, the FASB issued  Interpretation  No. 46,  Consolidation of
Variable Interest Entities ("FIN 46"). This Interpretation changes the method of
determining  whether  certain  entities  should  be  included  in the  Company's
consolidated financial statements.  An entity is subject to FIN 46 and is called
a variable  interest entity ("VIE") if it has (1) equity that is insufficient to
permit the entity to finance  its  activities  without  additional  subordinated
financial  support from other parties,  or (2) equity investors that cannot make
significant  decisions about the entity's operations,  or that do not absorb the
expected  losses or  receive  the  expected  returns  of the  entity.  All other
entities are evaluated for consolidation under FAS No. 94,  Consolidation of All
Majority-Owned  Subsidiaries.  The  provisions  of  FIN  46  are  to be  applied
immediately  to VIEs created  after  January 31,  2003,  and to VIEs in which an
enterprise  obtains an interest after that date. For VIEs in which an enterprise
holds a variable  interest  that it acquired  before  February  1, 2003,  FIN 46
applies in the first fiscal period  beginning  after June 15, 2003.  The Company
does  not  expect  the  adoption  of FIN 46 to  have a  material  effect  on its
financial position, results of operations or cash flows.

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


<PAGE>

                  Frequency Electronics, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
No. 150,  Accounting for Certain Financial  Instruments with  Characteristics of
both Liabilities and Equity" ("FAS 150"). This statement  establishes  standards
for how an issuer classifies and measures in its statement of financial position
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  In accordance  with the  standard,  financial  instruments  that embody
obligations for the issuer are required to be classified as liabilities. FAS 150
is effective for financial  instruments  entered into or modified  after May 31,
2003,  and otherwise is effective at the  beginning of the first interim  period
beginning after June 15, 2003. The adoption of FAS 149 had no material effect on
the Company's financial position, results of operations or cash flows.

                                     Item 2

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

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

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

Critical Accounting Policies and Estimates

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

      Revenue Recognition

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



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

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

      Costs and Expenses

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

      Inventory

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


RESULTS OF OPERATIONS

     The table below sets forth for the respective  periods of fiscal years 2004
and 2003 the percentage of consolidated  net sales  represented by certain items
in the Company's consolidated statements of operations:
                                            Six months            Three months
                                                Periods ended October 31,
                                         2003       2002        2003       2002
                                         ----       ----        ----       ----
 Net Sales
    Commercial Communications            56.6%      46.1%       57.8%      47.2%
    U.S. Government                      19.5       28.3        20.1       28.5
    Gillam-FEI                           13.4       25.6        11.6       24.3
    FEI-Zyfer                            10.5          -        10.5          -
                                        -----      -----       -----      -----
                                        100.0      100.0       100.0      100.0
 Cost of Sales                           68.7       69.1        66.9       68.4
                                        -----      -----       -----      -----
       Gross Margin                      31.3       30.9        33.1       31.6
 Selling and administrative expenses     28.3       26.1        27.7       22.8
 Research and development expenses       15.5       11.0        12.4        8.3
                                        -----      -----       -----      -----
       Operating (loss) profit          (12.5)      (6.2)       (7.0)       0.5

 Other income (expense)- net              6.9        3.8         5.3        3.5
                                        -----      -----       -----      -----
 Pretax (Loss) Income                    (5.6)      (2.4)       (1.7)       4.0
 (Benefit) Provision for income taxes    (0.4)      (0.8)        0.6        1.0
                                        ------     -----       -----      -----
       Net (loss) income                 (5.2)%     (1.6)%      (2.3)%      3.0%
                                        =====      =====       =====      =====

     During the first quarter of fiscal 2004, the Company  acquired the business
and net assets of Zyfer, Inc., a wholly-owned  subsidiary of Odetics, Inc., in a
cash transaction. The results of operations for the six- and three-month periods
ended October 31, 2003,  include the results of operations of FEI-Zyfer from May
9, 2003 through October 31, 2003.

     For the six months ended October 31, 2003,  the operating loss increased by
$1.4 million (150%) over the same period ended October 31, 2002. The fiscal year
2004 second  quarter  operating  loss of  $705,000  is compared to an  operating
profit of $43,000 in the second  quarter of fiscal  year 2003.  The net loss for
the six months ended October 31, 2003 increased by $739,000  (310%) over the net
loss recorded for the first six months of fiscal year 2003,  and the net loss of
$234,000 during the second quarter of fiscal year 2004 is compared to net income
of $251,000 in the second quarter of fiscal year 2003. These results



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

include those of newly acquired  FEI-Zyfer,  which recorded  operating losses of
$1.0  million  and  $531,000,  respectively,  and net  losses  of  $711,000  and
$376,000, respectively,  during the six and three months ended October 31, 2003.
The fiscal year 2004 results also reflect the continuing  impact of the slowdown
in the European telecommunications industry over the past several quarters.

     Revenues for the six and three months ended October 31, 2003,  increased by
$3.6 million (24%) and $1.7 million (21%),  respectively,  from the same periods
of fiscal year 2003. The fiscal 2004 periods  include  revenues for FEI-Zyfer of
$1.97 million and $1.06 million, respectively. Also, during the first quarter of
fiscal year 2004, the Company recorded a sale of approximately $900,000 for seed
stock units which, to accommodate certain wireless infrastructure customers, had
been provided to them during fiscal year 2003. Excluding revenues from FEI-Zyfer
and the seed stock units,  fiscal year 2004 revenues  increased by $778,000 (5%)
and $669,000  (8%),  respectively,  over the six and three month  periods  ended
October 31,  2002.  On a segment by segment  basis,  for the six and three month
periods ended October 31, 2003,  Commercial  Communications  revenues (excluding
seed stock revenues) increased by 42% and 53%, respectively; Gillam-FEI revenues
were lower by 38% and 44%, respectively; and US Government revenues decreased by
14% and 15%, respectively. The Commercial Communications revenues reflect growth
in capital  spending in the wireless  infrastructure  industry as well as modest
increases in commercial  communication  satellite activity.  Gillam-FEI revenues
continued   at  a  lower  rate  due  to  the   deferral   or   postponement   of
telecommunications  spending in Europe. US Government  segment revenues declined
as the Company neared the end of certain long-term contracts.

     Gross margin  rates for the six and three  months  ended  October 31, 2003,
improved slightly to 31.3% and 33.1% from 30.9% and 31.6% in the same periods of
fiscal year 2003.  Gross  margins for all segments  are less than the  Company's
target of 40% as sales  volumes were unable to fully absorb fixed costs.  The US
Government  margins  were also  impacted  by cost  overruns  on  certain  larger
programs in fiscal year 2004. The continuing delay in infrastructure spending by
European  telecommunications  companies drove down  Gillam-FEI  sales volume and
thus margins as well.  With recent  contract  bookings,  the Company  expects to
realize a greater level of sales in subsequent quarters of the fiscal year which
should  result in improved  profit  margins  during the remainder of fiscal year
2004.

     Selling and administrative costs for the six and three months ended October
31, 2003, increased by $1.4 million (35%) and $889,000 (47%), respectively, over
the same periods of fiscal year 2003.  Excluding the fiscal year 2004 results of
FEI-Zyfer,  selling and  administrative  costs  increased  by $297,000  (8%) and
$310,000  (16%),  respectively,  from the six and three month  periods of fiscal
year 2003.  Most of these  increases are  attributable to expenses at Gillam-FEI
resulting  from  severance  pay to certain  employees  of its French  subsidiary
coupled with the significant year-over-year increase in the value of the euro to
the US dollar.  Reduced  costs in the United  States  were  partially  offset by
increased sales and marketing costs to support the Company's European office and
continued investment in the Company's China manufacturing  facility. The Company
targets selling and administrative costs at 20% of revenues but has not achieved
that result in recent quarters due to reduced revenue levels.  In prior periods,
the Company  took steps to control  and reduce its  selling  and  administrative
expenses such that,  on increased  revenues in subsequent  fiscal  quarters,  it
expects to achieve its targeted ratio of costs to sales.

     Research and  development  costs in the six and three months ended  October
31, 2003  increased by $1.2 million (74%) and $558,000 (81%) over the comparable
periods ended  October 31, 2002.  The increase  includes  $610,000 and $325,000,
respectively,  in development spending on GPS systems by FEI-Zyfer. In addition,
Gillam-FEI  is working  aggressively  to complete  the  development  of its next
generation wireline signal  synchronization unit, which it expects to have ready
for market before the end of fiscal year 2004. The Company targets  research and
development  spending at approximately 10% of sales but the rate of spending can
increase or decrease from quarter to quarter as new projects are  identified and
others are concluded.  The Company will continue to devote significant resources
to develop new  products,  enhance  existing  products and  implement  efficient
manufacturing  processes.  During this fiscal year, in addition to  Gillam-FEI's
wireline  synchronization  product  and  FEI-Zyfer's  GPS  systems,  the Company
intends to  develop a common  platform  for time and  frequency  generators  for
commercial   communications,   further  develop  low-g   (gravity)   sensitivity
oscillators  for  defense  and  secure  applications  and seek to  identify  new
applications for its technologies. Where possible, the Company



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

attempts  to secure  development  contracts  from its  customers.  For  programs
without such funding,  internally  generated cash and cash reserves are adequate
to fund this development effort.

     Net  nonoperating  income and  expense  increased  by  $600,000  (103%) and
$190,000  (65%) in the six and three  months  ended  October  31,  2003 from the
comparable  fiscal year 2003 periods.  Investment income in the fiscal year 2004
periods  included  realized  gains  of  approximately   $480,000  and  $180,000,
respectively,  on the sale or  redemption  of certain  marketable  securities as
compared to net realized  losses of $160,000 and $40,000,  respectively,  in the
same periods of fiscal year 2003.  Interest expense decreased by $7,000 (6%) and
$20,000 (44%),  respectively,  which  fluctuates  based on short-term  borrowing
requirements  of the  Company,  particularly  in  Europe.  Other  expense,  net,
decreased  by $46,000  and  $40,000,  respectively,  during the fiscal year 2004
periods  compared to the six and three  months ended  October 31,  2002.  In the
fiscal year 2003  periods,  the Company  realized a $17,000  loss on disposal of
certain assets, which did not recur in fiscal year 2004. Other income (expense),
net, consists principally of certain non-recurring transactions and is generally
not significant to net income.

     The  Company is subject to  taxation in several  countries.  The  statutory
federal rates vary from 34% in the United States to 35% in Europe. The Company's
effective   rate  is  lower  than  the  statutory  rate  primarily  due  to  the
availability of Research and  Development  Tax Credits in the United States.  In
the six months ended October 31, 2003,  the  effective tax (benefit)  rate is 7%
while for the three month period then ended,  the Company recorded a tax expense
despite  realizing a consolidated  pretax loss.  This is due to the inability to
consolidate the tax losses originating at one of the European  subsidiaries.  In
fiscal year 2003, the Company recorded a $600,000  valuation  allowance  against
the  deferred  tax asset of this  foreign  subsidiary.  The  Company's  European
subsidiaries  have available net operating loss  carryforwards  of approximately
$2.0 million to offset future taxable income.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position of $61  million at October 31,  2003,  which is  comparable  to working
capital at April 30,  2003.  Included in working  capital at October 31, 2003 is
$28.8 million of cash,  cash  equivalents and marketable  securities,  including
$11.4 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,
2003,  was  $3.96  million  compared  to  $853,000  used  in  operations  in the
comparable  fiscal  year 2003  period.  Approximately  $1.8  million was used to
support the operations of the Company's new subsidiary,  FEI-Zyfer.  The Company
considers  the  infusion  of  working  capital  into  FEI-Zyfer  as  part of its
investment  in this  entity to  enable it to  achieve  better  results  than the
predecessor  company  experienced in recent years. The other major components of
the use of cash during the fiscal year 2004 period are the growth in inventories
and accounts  receivable.  Both are  reflective of the recent sales growth trend
and the need to acquire  inventory to meet expected demand.  The Company expects
that it will generate  positive cash flow from operating  activities  during the
second half of fiscal year 2004,  however,  this inflow may not be sufficient to
exceed the investments made in the first half of the fiscal year.  Consequently,
the Company may report a net use of cash from operating  activities for the full
fiscal year.

     Net cash used in investing  activities for the six months ended October 31,
2003,  was $365,000.  The principal use of cash was to acquire the net assets of
FEI-Zyfer for  approximately  $2.6 million.  This acquisition and the subsequent
financial support, as discussed in the preceding paragraph, was partially funded
by the redemption or sale of certain marketable  securities.  Approximately $2.5
million  was  obtained  from  the  sale  or  redemption  of  certain  marketable
securities net of purchases of other marketable  securities.  These inflows were
offset by the acquisition of capital equipment for approximately  $320,000.  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  year 2004.
Internally generated cash will be adequate to acquire this capital equipment.

     Net cash provided by financing  activities for the six months ended October
31, 2003,  was $91,000  compared to the use of $1.8  million for the  comparable
fiscal  year 2003  period.  Included  in both  fiscal  periods is payment of the
Company's  semiannual dividend in the aggregate amount of $834,000 and $833,000,
respectively.  During  fiscal year 2004,  the Company took  advantage of the low
interest rate  environment and borrowed $1.0 million against a credit line which
is secured by a  substantial  portion of the  Company's  portfolio of marketable
securities.  In addition,  during  fiscal year 2004 the Company  made  scheduled
payments against debt and other obligations of $315,000.



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     At October 31, 2003, the Company's  backlog amounted to  approximately  $41
million compared to the  approximately $31 million backlog at April 30, 2003. Of
this backlog, approximately 80% is realizable in the next twelve months.



                                     Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk
     The Company is exposed to market risk related to changes in interest  rates
and market values of securities,  including  participation  units in the Reckson
Operating Partnership, L.P. The Company's investments in fixed income and equity
securities  were $15.6 million and $11.4 million,  respectively,  at October 31,
2003. 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, 2003,
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.

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, 2003, the amount
related to foreign currency exchange rates is a $3,012,000  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

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


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



<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)


                                     PART II

ITEM 1 - Legal Proceedings

                                      None

ITEM 6 - Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          31.1 -  Certification  by the  Chief  Executive  Officer  Pursuant  to
                  Section 302 of the Sarbanes-Oxley Act of 2002.
          31.2 -  Certification  by the  Chief  Financial  Officer  Pursuant  to
                  Section 302 of the Sarbanes-Oxley Act of 2002

          32.1 -  Certification  by the Chief Executive  Officer  Pursuant to 18
                  U.S.C.  Section  1350  Adopted  Pursuant  to  Section  906 of
                  the Sarbanes-Oxley Act of 2002.
          32.2 -  Certification  by the Chief Financial  Officer  Pursuant to 18
                  U.S.C.  Section  1350  Adopted  Pursuant  to  Section  906 of
                  the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K-

          Form 8-K, dated October 16, 2003,  containing  disclosure under Item 5
          thereof  (dividend  declaration.),  was filed with the  Securities and
          Exchange Commission on October 17, 2003.





<PAGE>


                                   SIGNATURES


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


                                            FREQUENCY ELECTRONICS, INC.
                                                   (Registrant)


Date: December 15, 2003                     BY   /s/ Alan Miller
                                               -----------------------
                                                  Alan Miller
                                                  Chief Financial Officer
                                                  and Controller




<PAGE>


                                                                    Exhibit 31.1

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

Certification of CEO

I, Martin B. Bloch, certify that

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

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this 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 and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

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

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  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 and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

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



   /s/  Martin B. Bloch                                       December 15, 2003
   --------------------
     Martin B. Bloch
     Chief Executive Officer



<PAGE>


                                                                    Exhibit 31.2

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

Certification of CFO

I, Alan L. Miller, certify that

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

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this 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 and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

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

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  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 and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

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




   /s/  Alan L. Miller                                        December 15, 2003
   -------------------
     Alan L. Miller
     Chief Financial Officer





<PAGE>


                                                                    Exhibit 32.1

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


Certification of CEO

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

     (1)  The Report fully complies with the  requirements  of Section 13(a) 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 15, 2003
   --------------------
     Martin B. Bloch
     Chief Executive Officer



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

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





<PAGE>

                                                                    Exhibit 32.1

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


Certification of CFO

In connection  with the  Quarterly  Report of Frequency  Electronics,  Inc. (the
"Company")  on Form 10-Q for the period ended October 31, 2003 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 15, 2003
   -------------------
     Alan L. Miller
     Chief Financial Officer



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

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