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 July 31, 1999

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


                           Commission File No. 1-8061


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


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

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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of September 9, 1999 - 7,680,569


                                  Page 1 of 14




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX



Part I.  Financial Information:                                  Page No.

 Item 1 - Financial Statements:

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

     Condensed Consolidated Statements of Operations
         Three Months Ended July 31, 1999 and 1998                  5

     Condensed Consolidated Statements of Cash Flows
         Three Months Ended July 31, 1999 and 1998                  6

     Notes to Condensed Consolidated Financial Statements          7-9

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


Part II.  Other Information:

 Item 1 - Legal Proceedings                                        13

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

 Signatures                                                        14






















                                     2 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                 July 31,            April 30,
                                                   1999                1999
                                                (UNAUDITED)          (NOTE A)
                                                        (In thousands)

ASSETS:
<S>                                              <C>                 <C>
Current assets:

        Cash and cash equivalents                $ 2,384             $   567

        Marketable securities                     38,153              38,720

        Accounts receivable, net                  10,152              12,190

        Inventories                               10,284               9,696

        Deferred income taxes                      2,231               2,336

        Prepaid and other                            554               1,182
                                                 -------             -------
            Total current assets                  63,758              64,691

Property, plant and equipment, net                 9,481               9,489

Deferred income taxes                                545                 500

Other assets                                       3,718               3,675
                                                 -------             -------
            Total assets                         $77,502             $78,355
                                                 =======             =======

</TABLE>














           See accompanying notes to condensed consolidated financial
                                  statements.

                                     3 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Condensed Consolidated Balance Sheets (Continued)

<TABLE>
<CAPTION>

                                                    July 31,         April 30,
                                                      1999             1999
                                                  (UNAUDITED)        (NOTE A)
                                                          (In thousands)
<S>                                                <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
   Current maturities of long-term debt            $   363           $   489
   Accounts payable - trade                            693               837
   Accrued liabilities and other                     2,581             3,563
                                                   -------           -------
        Total current liabilities                    3,637             4,889

Deferred compensation                                5,078             5,165
Deposit liability and other                         11,740            11,794
                                                   -------           -------
        Total liabilities                           20,455            21,848
                                                   -------           -------

Stockholders' equity:
   Preferred stock  - $1.00 par value                  -0-               -0-
   Common stock  -  $1.00 par value                  9,009             9,009
   Additional paid - in capital                     37,072            36,940
   Retained earnings                                16,097            15,653
                                                    62,178            61,602

   Common stock reacquired and held in treasury -
      at cost, 1,344,975 shares at July 31, 1999
      and 1,346,850 shares at April 30, 1999        (4,052)           (4,058)
   Unamortized ESOP debt                              (375)             (500)
   Notes receivable  - common stock                   (287)             (287)
   Unearned compensation                               (37)              (47)
   Accumulated other comprehensive loss               (380)             (203)
                                                   -------           -------
        Total stockholders' equity                  57,047            56,507
                                                   -------           -------

       Total liabilities and stockholders' equity  $77,502           $78,355
                                                   =======           =======

</TABLE>







           See accompanying notes to condensed consolidated financial
                                  statements.

                                     4 of 14
<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                           Three Months Ended July 31,
                                   (Unaudited)
<TABLE>
<CAPTION>

                                              1999              1998
                                        (In thousands except per share data)
<S>                                           <C>               <C>

Net Sales                                     $ 5,464           $ 7,015
                                              -------           -------
Cost of sales                                   3,072             4,626
Selling and administrative expenses             1,212             1,194
Research and development expense                1,250               795
                                              -------           -------

        Total operating expenses                5,534             6,615
                                              -------           -------
             Operating (loss) profit              (70)              400

Other income (expense):
     Investment income                            740               649
     Interest expense                             (83)              (89)
     Other income (expense), net                   87               (42)
                                              -------           -------
Earnings before provision for
        income taxes                              674               918

Income tax provision
        Current                                    50                50
        Deferred                                  180               350
                                              -------           -------
                                                  230               400
                                              -------           -------
Net earnings                                  $   444           $   518
                                              =======           =======

Net earnings per common share
        Basic                                 $  0.06           $  0.07
                                              =======           =======
        Diluted                               $  0.06           $  0.07
                                              =======           =======

Average shares outstanding
        Basic                                 7,556,129         7,514,841
                                              =========         =========
        Diluted                               7,887,877         7,917,734
                                              =========         =========
</TABLE>







           See accompanying notes to condensed consolidated financial
                                  statements.

                                     5 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                           Three Months Ended July 31,
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         1999          1998
                                                         ----          ----
                                                           (In thousands)
<S>                                                   <C>           <C>
Cash flows from operating activities:
  Net earnings                                        $   444       $   518
  Non-cash charges to earnings                            666         1,196
  Litigation settlement                                     -        (8,000)
  Net changes in assets and liabilities                 1,442        (2,012)
                                                      -------       -------
Net cash provided by (used in) operating activities     2,552        (8,298)

Cash flows from investing activities:
  Sale of marketable securities -net                      463         2,866
  Other - net                                            (260)         (221)
                                                      -------       -------
Net cash provided by investing activities                 203         2,645

Cash flows from financing activities:
   Dividends paid                                        (766)         (771)
   Other - net                                           (172)         (108)
                                                      -------       -------
Net cash used in financing activities                    (938)         (879)
                                                      -------       -------

   Net increase (decrease) in cash                      1,817        (6,532)

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

   Cash at end of period                              $ 2,384       $ 2,193
                                                      =======       =======

</TABLE>















           See accompanying notes to condensed consolidated financial
                                  statements.

                                     6 of 14


<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 July 31, 1999 and the results of its  operations and cash
     flows for the three months ended July 31, 1999 and 1998. The April 30, 1999
     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, 1999 Annual Report to Stockholders. The results of operations for
     such  interim  periods  are not  necessarily  indicative  of the  operating
     results for the full year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
     diluted Earnings Per Share are as follows:
                                               Three months ended July 31,
                                                1999                1998
       Basic EPS Shares outstanding
         (weighted average)                   7,556,129           7,514,841
       Effect of Dilutive Securities            331,748             402,893
                                              ---------           ---------
       Diluted EPS Shares outstanding         7,887,877           7,917,734
                                              =========           =========

     Options  to  purchase  258,375  and  118,500  shares of common  stock  were
     outstanding  during  the  three  months  ended  July  31,  1999  and  1998,
     respectively,  but were not included in the computation of diluted earnings
     per share  because the  exercise  price of the options was greater than the
     average market price of the Company's common shares during the periods and,
     therefore, the inclusion of such options would have been antidilutive.

NOTE C - DEFERRED INCOME TAXES

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

NOTE D - ACCOUNTS RECEIVABLE

     Accounts  receivable  at July 31, 1999 and April 30, 1999 include costs and
     estimated earnings in excess of billings on uncompleted contracts accounted
     for on the percentage of completion basis of  approximately  $6,262,000 and
     $6,657,000,  respectively.  Such amounts  represent  revenue  recognized on
     long-term  contracts  that had not been billed at the balance  sheet dates.
     Such amounts are billed pursuant to contract terms.



                                     7 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - INVENTORIES

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

                                             July 31, 1999       April 30, 1999
                                             -------------       --------------
                                                        (In thousands)

         Raw materials and Component parts     $ 2,963              $ 3,028
         Work in progress                        7,321                6,668
                                               -------              -------
                                               $10,284              $ 9,696
                                               =======              =======

NOTE F -COMPREHENSIVE INCOME

     For the three  months  ended July 31,  1999 and 1998,  total  comprehensive
     income was $267,000 and $385,000, respectively.

NOTE G - SEGMENT INFORMATION

     The Company operates under two reportable segments:
     1.  Commercial wireless  communications - consists  principally of time and
         frequency  control products used in two principal  markets-  commercial
         communication  satellites and terrestrial  cellular  telephone or other
         ground-based telecommunication stations.
     2.  U.S.  Government - consists of time and frequency control products used
         for national defense or space-related programs.
     The  table  below  presents   information   about  reported  segments  with
     reconciliation  of segment amounts to  consolidated  amounts as reported in
     the statement of operations or the balance  sheet  for each of the  periods
    (in thousands):
<TABLE>
<CAPTION>

                                                  Three months ended July 31,
                                                     1999              1998
  <S>                                              <C>                <C>
  Net sales:
      Wireless Communications                      $ 4,615            $ 5,785
      U.S. Government                                  849              1,230
                                                   -------            -------
    Consolidated Sales                             $ 5,464            $ 7,015
                                                   =======            =======
  Operating (loss) profit:
      Wireless Communications                      $     9            $   407
      U.S. Government                                   20                  4
      Corporate                                        (99)               (11)
                                                   -------            -------
   Consolidated Operating (Loss) Profit           ($    70)           $   400
                                                   =======            =======

                                                July 31, 1999     April 30, 1999
  Identifiable assets:
      Wireless Communications                      $15,477            $16,968
      U.S. Government                                4,959              4,918
      Corporate                                     57,066             56,469
                                                   -------            -------
   Consolidated Identifiable Assets                $77,502            $78,355
                                                   =======            =======
</TABLE>


                                     8 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE H - CONTINGENCIES

     Reference is made to Note 9 of the Company's  Annual Report on Form 10K for
     the year ended  April 30, 1999 for  information  regarding  the  litigation
     settlement  and other legal  proceedings.  See also Part II, Item 1 of this
     Form 10Q.


Item 2

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

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>

                                             Three months ended
                                                  July 31,
                                           1999              1998
                                           ----              ----
 <S>                                      <C>               <C>
 Net Sales
    Wireless Communications                84.5%             82.5%
    U.S. Government                        15.5              17.5
                                          -----             -----
                                          100.0             100.0

 Cost of Sales                             56.2              65.9
 Selling and administrative expenses       22.2              17.0
 Research and development expenses         22.9              11.3
                                          -----             -----
    Operating (loss) profit                (1.3)              5.7

 Other income (expense)- net               13.6               7.4
                                          -----             -----
 Pretax Income                             12.3              13.1
 Provision for income taxes                 4.2               5.7
                                          -----             -----
    Net earnings                            8.1%              7.4%
                                          =====             =====
</TABLE>

For the three months ended July 31, 1999, operating profit decreased by $470,000
(118%) over the comparable period of fiscal year 1999 and net earnings decreased
by $74,000 (14%).  These outcomes were the result of a 22% decrease in sales for
the first quarter of fiscal 2000 coupled with a significant increase in research
and  development  spending offset by an increase in other income compared to the
comparable  period of fiscal  1999.  The lower  sales and  higher  research  and
development  spending are a continuation of the trends established in the latter
portion of fiscal 1999. The Company continues to devote significant resources to
the  development of the next  generation of existing  products as well as to the
development  of new  products  for  the  wireless  communications  market,  both
terrestrial  and  space-based.  The rate of research  and  development  spending
during  the  fiscal  2000  quarter  was  substantially   higher  than  the  rate
anticipated for the remainder of the current fiscal year.



                                     9 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Gross  margins for the three months ended July 31, 1999  improved  significantly
over the fiscal 1999 quarter,  increasing  to 44% from 34%.  Margins on wireless
communications  revenues  were  46% as  compared  to  31%  for  U.S.  Government
programs.  During the quarter  ended July 31,  1998,  gross  margins on wireless
communications  sales were 37% while  margins on U.S.  Government  programs were
20%.  The  increase in  wireless  communications  margins is due to  significant
improvements in the manufacturing  processes for these products. The improvement
in U.S. Government margins in the fiscal 2000 period is attributable to the near
conclusion  of  certain  unprofitable  contracts  for which loss  reserves  were
recorded in prior years. With the present mix of wireless  communications versus
U.S.  Government  projects and recent contract bookings,  the Company expects to
realize improved profit margins for the remainder of fiscal 2000.

Selling and  administrative  costs for the  quarter  ended July 31,  1999,  were
approximately  the same as for the three months ended July 31, 1998. The Company
anticipates that selling and administrative  expenses will be comparable to that
incurred in fiscal 1999,  although,  as a percentage of sales,  the ratio should
decrease.

Research and development  costs in the fiscal 2000 period  increased by $455,000
(57%) over the  comparable  three month period ended July 31, 1998. As indicated
previously,  the Company continued to devote significant  resources to develop a
line of generic  products to be used as the building  blocks for the  commercial
satellite  transponder  market as well  developing  new products  and  enhancing
existing  products  for the  terrestrial  wireless  communications  market.  The
Company  anticipates  that  although  research  and  development  spending  will
continue at a high level for the remainder of fiscal 2000, the rate will be less
than that incurred in fiscal 1999.  Total research and  development  spending in
fiscal 2000 is  expected  to be between $3 million  and $4  million.  Internally
generated  cash and cash  reserves  will be  adequate  to fund this  development
effort.

Net  nonoperating  income and expense  increased by $226,000  (44%) in the three
months ended July 31, 1999 from the comparable  fiscal 1999 quarter.  Investment
income  increased by $91,000 (14%) in the 1999 quarter over the comparable  1998
quarter.  This is the result of realized gains on the sale of certain marketable
securities  during the fiscal 2000 quarter offset by reduced  interest income on
lower  levels of invested  assets.  Interest  expense  decreased  by $6,000 (7%)
during the fiscal 2000  quarter  compared to the period ended July 31, 1998 as a
result of less  long-term  debt.  Other  income  (expense),  net,  increased  by
$129,000 (307%).  This category  consists  principally of certain  non-recurring
transactions.  In  fiscal  1999,  this  included  the  costs of  relocating  the
Company's  operations to new office and production  space.  In fiscal 2000, this
category included a benefit from the recovery of certain non-operating debts.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's  balance  sheet  continues  to reflect a strong  working  capital
position of $60 million at both July 31,  1999 and April 30,  1999.  Included in
working capital at July 31, 1999 is $40.5 million of cash, cash  equivalents and
marketable securities, including $12 million of REIT units which are convertible
to Reckson Associates Realty Corp. common stock.

Net cash  provided by operating  activities  for the three months ended July 31,
1999,  was $2.6  million  compared to a net cash  outflow of $8.3 million in the
comparable fiscal 1999 quarter.  The fiscal 2000 result was achieved principally
through  collections on accounts  receivable  plus operating  profits during the
quarter.  The fiscal 1999 net outflow is the result of the $8 million litigation
settlement coupled with larger research and development spending.  Without those
two items,  cash flows from operating  activities in fiscal 1999 would have been
posititve. As indicated previously, the Company intends to continue to

                                    10 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

invest in its future growth and profitability  through its development  efforts.
Despite  this high level of  investment,  the Company  anticipates  that it will
generate positive cash flow from operating activities this fiscal year.

Net cash  provided by investing  activities  for the three months ended July 31,
1999,  was $203,000.  This amount was generated  through the net sale of certain
U.S.   government  and  agency   securities  and  other  marketable   securities
aggregating  $463,000 which was partially  offset by the  acquisition of capital
equipment  for  approximately  $260,000.  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 intends to spend approximately $1 million on capital equipment during fiscal
2000.  Internally  generated  cash will be  adequate  to  acquire  this  capital
equipment.

Net cash used in financing  activities for the three months ended July 31, 1999,
was  $938,000  compared  to $879,000  for the  comparable  fiscal 1999  quarter.
Included  in the  fiscal  2000  amount is payment  of the  Company's  semiannual
dividend in the aggregate amount of $766,000. An additional $179,000 was used to
make regularly scheduled long-term liability payments.

At July 31, 1999, the Company's  backlog amounted to  approximately  $20 million
compared to the  approximately  $21 million  backlog at April 30, 1999.  Of this
backlog,  approximately  60% is  realizable  during  fiscal  2000.  Although the
current  backlog is comparable to the backlog at July 31, 1998, the character of
the backlog is changing. In previous years, the backlog of custom-built products
could  represent 12 to 18 months of  production.  As the Company  evolves into a
more product-oriented  manufacturer and seller of generic wireless communication
products,  its  cycle-time  will be  significantly  reduced.  Consequently,  the
backlog will be less predictive of future results.

Year 2000 Issue

During the first quarter of fiscal 2000, the Company  completed  installation of
newly acquired,  integrated  financial and manufacturing  software,  the cost of
which did not exceed $500,000.  Final implementation and testing of the software
will be concluded by the end of the second  quarter of fiscal 2000. The purchase
of the financial  software will  satisfactorily  address the issue of compliance
with the year 2000 problem for financial  transactions  and reporting  purposes.
The Company has sufficient resources to implement and test such software.

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

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




                                    11 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

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



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

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































                                    12 of 14


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)


                                     PART II

ITEM 1 - Legal Proceedings

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

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

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

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

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

ITEM 6 - Exhibits and Reports on Form 8-K

         (a) Exhibits - None

         (b) No reports on Form 8-K were filed with the  Securities and Exchange
             Commission during the quarter ended July 31, 1999.










                                    13 of 14

<PAGE>


                                   SIGNATURES


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


                                           FREQUENCY ELECTRONICS, INC.
                                                   (Registrant)

Date:  September 14, 1999               BY    /s/ Joseph P. Franklin
                                           ---------------------------
                                              Joseph P. Franklin
                                              Chairman of the Board of Directors



Date: September 14, 1999                BY    /s/ Alan Miller
                                           --------------------
                                              Alan Miller
                                              Chief Financial Officer
                                              and Controller


































                                    14 of 14