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, 2001

                                       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 7, 2001 - 8,308,701

                                  Page 1 of 13






<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries

                                      INDEX



Part I.  Financial Information:                                   Page No.

       Item 1 - Financial Statements:

           Condensed Consolidated Balance Sheets -
               July 31, 2001 and April 30, 2001                      3-4

           Condensed Consolidated Statements of Operations
               Three Months Ended July 31, 2001 and 2000              5

           Condensed Consolidated Statements of Cash Flows
               Three Months Ended July 31, 2001 and 2000              6

           Notes to Condensed Consolidated Financial Statements      7-9

       Item 2 - Management's Discussion and Analysis of
               Financial Condition and Results of Operations        10-12


Part II.  Other Information:

       Item 1 - Legal Proceedings                                    12

       Item 6 - Exhibits and Reports on Form 8-K                     12

       Signatures                                                    13

























                                     2 of 13
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets

                                                   July 31,          April 30,
                                                     2001              2001
                                                     ----              ----
                                                  (UNAUDITED)        (NOTE A)
                                                          (In thousands)
ASSETS:

Current assets:

    Cash and cash equivalents                       $ 3,043        $  2,121

    Marketable securities                            31,288          33,407

    Accounts receivable, net of allowance for
               doubtful accounts of $190             13,267          15,160

    Inventories                                      19,986          20,471

    Deferred income taxes                             4,767           4,313

    Prepaid expenses and other                        1,595           4,662
                                                    -------        --------
           Total current assets                      73,946          80,134

Property, plant and equipment, at cost,
      less accumulated depreciation and
      amortization                                   12,132          11,997

Deferred income taxes                                   115              69

Intangible assets                                     5,259           4,987

Other assets                                          4,651           4,852
                                                    -------        --------
           Total assets                             $96,103        $102,039
                                                    =======        ========




















                See accompanying notes to condensed consolidated
                             financial statements.

                                     3 of 13


<PAGE>

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

                                                       July 31,        April 30,
                                                         2001            2001
                                                         ----            ----
                                                     (UNAUDITED)        (NOTE A)
                                                             (In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
        Accounts payable - trade                     $   2,016        $  2,408
        Accrued liabilities and other                    5,651          11,126
                                                     ---------        --------
      Total current liabilities                          7,667          13,534

Deferred compensation                                    5,815           5,726
Other liabilities                                       12,069          12,348
                                                     ---------        --------

      Total liabilities                                 25,551          31,608
                                                     ---------        --------

Minority interest in subsidiary                           217              226

Stockholders' equity:
  Preferred stock  - $1.00 par value                     -0-              -0-
  Common stock  -  $1.00 par value                      9,164            9,164
  Additional paid-in capital                           42,767           42,860
  Retained earnings                                    22,046           21,226
                                                     --------         --------
                                                       73,977           73,250

  Common stock reacquired and held in treasury
      -at cost, 863,489 shares at July 31, 2001
      and 872,669 shares at April 30, 2001             (2,913)          (3,127)
  Other stockholders' equity                             (120)            (122)
  Accumulated other comprehensive (loss) income          (609)             204
                                                     --------         --------
      Total stockholders' equity                       70,335           70,205
                                                     --------         --------

      Total liabilities and stockholders' equity     $ 96,103         $102,039
                                                     ========         ========

















                See accompanying notes to condensed consolidated
                             financial statements.

                                     4 of 13


<PAGE>


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

                           Three Months Ended July 31,
                                   (Unaudited)

                                                    2001              2000
                                                    ----              ----
                                            (In thousands except per share data)


Net Sales                                          $11,070           $ 8,893
Cost of sales                                        7,000             4,981
                                                   -------           -------
        Gross Margin                                 4,070             3,912

Selling and administrative expenses                  2,215             2,129
Research and development expense                     1,113             1,204
                                                   -------           -------
        Operating profit                               742               579

Other income (expense):
     Investment income                                 517               743
     Interest expense                                  (78)              (69)
     Other income (expense), net                         1               (56)
                                                   -------           -------
Income before minority interest and
provision for income taxes                           1,182             1,197

Minority Interest in loss
   of consolidated subsidiary                          (8)                -
                                                   -------           -------
Income before provision for income taxes             1,190             1,197

Provision for income tax                               370               390
                                                   -------           -------
        Net income                                 $   820           $   807
                                                   =======           =======

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

Average shares outstanding
        Basic                                     8,332,557         8,031,530
                                                  =========         =========
        Diluted                                   8,551,214         8,488,530
                                                  =========         =========












                See accompanying notes to condensed consolidated
                             financial statements.

                                     5 of 13


<PAGE>


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

                           Three Months Ended July 31,
                                   (Unaudited)

                                                          2001          2000
                                                          ----          ----
                                                             (In thousands)

Cash flows from operating activities:
 Net income                                            $   820        $   807
 Non-cash charges to earnings                              323            642
 Insurance reimbursement                                 3,000              -
 Litigation settlement                                       -            245
 Net changes in assets and liabilities                  (2,516)          (889)
                                                       -------        -------
Net cash provided by operating activities                1,627            805

Cash flows from investing activities:
  Sale (Purchase) of marketable securities -net          1,448           (360)
  Other - net                                             (741)          (357)
                                                       -------        -------
Net cash provided by (used in) investing activities        707           (717)

Cash flows from financing activities:
  Dividends paid                                          (829)          (799)
  Other - net                                             (543)           231
                                                       -------        -------
Net cash used in financing activities                   (1,372)          (568)
                                                       -------        -------

Net increase (decrease) in cash and
   cash equivalents before effect of
   exchange rate changes                                   962           (480)

Effect of exchange rate changes on cash
and cash equivalents                                       (40)             -
                                                       -------        -------
Net increase (decrease) in cash
   and cash equivalents                                    922           (480)

         Cash at beginning of period                     2,121          4,994
                                                       -------        -------
         Cash at end of period                         $ 3,043        $ 4,514
                                                       =======        =======















                See accompanying notes to condensed consolidated
                             financial statements.

                                     6 of 13


<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, 2001 and the results of its  operations and cash flows for the three
months ended July 31, 2001 and 2000. The April 30, 2001  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, 2001 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,
                                                   2001                2000
                                                   ----                ----
    Basic EPS Shares outstanding
      (weighted average)                        8,332,557           8,031,530
    Effect of Dilutive Securities                 218,657             457,000
                                                ---------           ---------
    Diluted EPS Shares outstanding              8,551,214           8,488,530
                                                =========           =========

        Options to  purchase  85,000  shares of common  stock  were  outstanding
during  the three  months  ended July 31,  2001,  but were not  included  in the
computation  of diluted  earnings per share.  Since the exercise  price of these
options was greater than the average market price of the Company's common shares
during the respective  periods,  their inclusion in the  computation  would have
been antidilutive. Consequently, these options are excluded from the computation
of earnings per share. For the three months ended July 31, 2000, all exercisable
options were included in the computation of diluted earnings per share.

NOTE C - ACCOUNTS RECEIVABLE

        Accounts  receivable  at July 31, 2001 and April 30, 2001 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $3,685,000  and
$3,814,000, 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  $3,949,000  and
$4,001,000  at July 31, 2001 and April 30,  2001,  respectively,  consist of the
following:

                                             July 31, 2001    April 30, 2001
                                             -------------    --------------
                                                      (In thousands)

   Raw materials and Component parts            $ 9,271         $  9,227
   Work in progress and Finished goods           10,715           11,244
                                               --------         --------
                                                $19,986          $20,471
                                                =======          =======


                                     7 of 13


<PAGE>


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

NOTE E - -COMPREHENSIVE INCOME

        For the three months ended July 31, 2001 and 2000,  total  comprehensive
income was $7,000 and $2,352,000, respectively.

NOTE F - SEGMENT INFORMATION

The Company operates under three reportable segments:
1.   Commercial  communications  - consists  principally  of time and  frequency
     control products used in two principal  markets-  commercial  communication
     satellites  and  terrestrial   cellular  telephone  or  other  ground-based
     telecommunication stations.
2.   U.S.  Government - consists of time and frequency control products used for
     national defense or space-related programs.
3.   Gillam-FEI  - the  products of the  Company's  Belgian  subsidiary  consist
     primarily of wireline synchronization and network monitoring systems.

        The table  below  presents  information  about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):
                                              Three months ended July 31,
                                                 2001              2000
                                                 ----              ----
  Net sales:
      Commercial Communications                $ 8,191            $ 8,195
      U.S. Government                              983                698
      Gillam-FEI                                 2,100                  -
      less intercompany sales                     (204)                 -
                                               -------            -------
         Consolidated Sales                    $11,070            $ 8,893
                                               =======            =======
  Operating profit (loss):
      Commercial Communications                $ 1,258            $ 1,038
      U.S. Government                              213                134
      Gillam-FEI                                  (383)                 -
      Corporate                                   (346)              (593)
                                               -------            -------
         Consolidated Operating Profit         $   742            $   579
                                               =======            =======

                                            July 31, 2001     April 30, 2001
  Identifiable assets:
      Commercial Communications                $24,737           $ 25,025
      U.S. Government                            2,050              1,580
      Gillam-FEI                                17,246             19,237
      less intercompany balances                  (516)              (234)
      Corporate                                 52,586             56,431
                                               -------           --------
         Consolidated Identifiable Assets      $96,103           $102,039
                                               =======           ========


NOTE G - ACQUISITION OF GILLAM S.A.

     On  September  13,  2000,   the  Company   completed  its   acquisition  of
     substantially all of the outstanding  shares of Gillam S.A.  ("Gillam"),  a
     privately-held  company  organized  under  the  laws of  Belgium.  Gillam's
     business  is based in the  telecommunications  market and  targeted to four
     main areas:

                                     8 of 13


<PAGE>


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


     (i)    "Wireline    Network     Synchronization"--managing    timing    and
     interconnectivity    for    communication     networks;     (ii)    "Remote
     Control"--consisting   of  network   monitoring   systems;   (iii)   "Rural
     Telephony"--equipment   designed  to  connect  isolated  subscribers  to  a
     telephone  network  via  satellite  and (iv)  "Power  Supplies"  --produced
     through a subsidiary,  for telecom service providers.  The acquired company
     has been renamed Gillam-FEI.

     The Gillam  acquisition  was  consummated  pursuant to the terms of a Share
Purchase  Agreement  dated as of August 29, 2000.  Under terms of the agreement,
the Company paid  $8,400,264 in cash and issued  154,681  shares of common stock
("FEI stock") to acquire the outstanding stock of Gillam.  Based upon the market
value of FEI's stock on July 25, 2002, the Share Purchase  Agreement may require
the Company to issue to the Gillam  shareholders up to 35,000  additional shares
of FEI stock.  In addition,  the Company paid  approximately  $496,000 in direct
transaction costs. Thus, the total purchase price is approximately as follows:

                                                         (in thousands)
      Cash paid for Gillam shares                           $ 8,400
      Fair value of restricted shares issued                  3,465
      Direct transaction costs                                  496
                                                            -------
      Total purchase price                                  $12,361
                                                            =======

     The Gillam  acquisition  is treated as a purchase.  The  purchase  price is
allocated to net assets acquired of  approximately  $7,282,000 and to intangible
assets,  principally goodwill, of approximately  $5,079,000. On May 1, 2001, the
Company adopted Statement 142 of the Financial Accounting Standards Board ("SFAS
142"), "Goodwill and Other Intangible Assets", under which goodwill is no longer
amortized but is to be tested periodically for impairment.  The adoption of SFAS
142 reduces general and  administrative  expenses by  approximately  $85,000 per
quarter.

     The accompanying  condensed  consolidated  statements of operations for the
three-month  period ended July 31, 2001,  includes the results of  operations of
Gillam-FEI.  The  three-month  period ended July 31, 2000,  does not include any
amounts from Gillam-FEI.  The pro forma financial information set forth below is
based upon the Company's  historical  consolidated  statements of operations for
the three months ended July 31, 2000, adjusted to give effect to the acquisition
of Gillam-FEI as of the beginning of the period.

     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,  2000,  nor does it  purport  to
represent the results of operations for future periods.

                                                   Pro forma
                                              Three months ended
                                                 July 31, 2000
                                                 -------------
                                      (In thousands except per share data)

      Net Sales                                     $11,178
                                                    -------
      Operating Profit                               $  391
                                                     ------
      Income from continuing operations              $  612
                                                     ======
      Earnings per share- basic                      $ 0.07
                                                     ======
      Earnings per share- diluted                    $ 0.07
                                                     ======



                                     9 of 13


<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries


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 2001 and 2001 the  percentage of  consolidated  net sales  represented  by
certain items in the Company's consolidated statements of operations:

                                                 Three months ended
                                                      July 31,
                                                2001           2000
                                                ----           ----
     Net Sales
        Commercial Communications                72.1%          92.2%
        U.S. Government                           8.9            7.8
        Gillam-FEI                               19.0              -
                                                -----          -----
                                                100.0          100.0

     Cost of Sales                               63.2           56.0
     Selling and administrative expenses         20.0           23.9
     Research and development expenses           10.1           13.5
                                                -----          -----
        Operating profit                          6.7            6.6

     Other income (expense)- net                  4.0            6.9
                                                -----          -----
     Pretax Income                               10.7           13.5
     Provision for income taxes                   3.3            4.4
                                                -----          -----
        Net earnings                              7.4%           9.1%
                                                =====          =====


     For the three  months ended July 31, 2001,  operating  profit  increased by
$163,000 (28%) over the  comparable  period of fiscal year 2001 and net earnings
increased by $13,000 (2%). The Company's  consolidated  financial statements for
the first quarter of fiscal 2002 include the results from  Gillam-FEI  which was
acquired in September 2000. Including Gillam-FEI, sales increased by 24% for the
first  quarter of fiscal 2002 over the first  quarter of last fiscal year offset
by a  decrease  in  gross  margin  rates  from  44% to 37%  and a  reduction  in
investment income. Results for the fiscal 2002 quarter were also impacted by the
termination  of a contract  for  receive/transmit  modules for the fiber  optics
industry. No revenues or expenses were recognized under this contract during the
fiscal  2002  quarter.  Results  for the fiscal 2001  quarter  were  impacted by
certain  one-time legal and final  settlement  costs of  approximately  $245,000
relative to litigation initiated in fiscal 1994.

     Margins on commercial  communications  revenues were 41% as compared to 37%
for U.S.  Government  programs and 22% for Gillam-FEI.  During the quarter ended
July 31, 2000, gross margins on commercial  communications  sales were 44% while
margins on U.S.  Government  programs  were 38%. The  commercial  communications
margins  are  within  the  Company's  expectations  given  the  current  mix  of
production and long-term  contracts.  Margins on U.S.  Government  contracts and
Gillam-FEI orders are historically lower than that of commercial communications.
One of the goals of the Company is to introduce  products and  procedures  which
will increase  Gillam-FEI's  margins to a level  comparable to that of the other
segments.  With the  present  mix of orders and recent  contract  bookings,  the
Company  expects to maintain its profit margins at or near the current level for
the remainder of fiscal 2001.



                                    10 of 13
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

     Selling  and  administrative  costs for the  quarter  ended July 31,  2001,
increased by $86,000  (4%) over the three months ended July 31, 2000.  Excluding
Gillam-FEI and the fiscal 2000 litigation  settlement  mentioned above,  selling
and administrative  expenses decreased by $210,000 (11%). The principle cause of
this  decrease  was the  approximately  $193,000  reduction in  amortization  of
certain  non-employee  stock options as the options  became  exercisable  in the
prior year. The Company  anticipates  that selling and  administrative  expenses
will be greater in fiscal 2002 than that incurred in fiscal 2001, although, as a
percentage of sales, the ratio is expected to decrease.

     Research  and  development  costs in the fiscal  2002 period  decreased  by
$91,000 (8%) over the  comparable  three-month  period ended July 31, 2000.  The
apparent  slowing of research and  development  spending is not  indicative of a
decrease in the Company's development efforts. Some of the Company's development
spending was  customer-funded,  the costs of which are included in cost of sales
or in  work-in-process  inventory.  The Company continues to devote  significant
resources  to  develop  new  products  and  enhance  existing  products  for the
commercial  communications market.  Approximately 23% of development spending in
the fiscal 2002  quarter  was  incurred by  Gillam-FEI.  The Company  intends to
introduce  Gillam-FEI's  wireline  synchronization  product to the  growing  U.S
market  as well  as to the  rest of the  world.  In  addition,  the  Company  is
continuing  development of products in support of third generation (3G) wireless
infrastructure systems,  products which increase the capability of existing TDMA
and GSM systems (2.5G or EDGE), as well as products for  interconnectivity  with
wireline and fiber optic networks.  The Company targets research and development
spending  at  approximately  10% of sales but will spend  additional  amounts as
opportunities  present themselves.  Internally  generated cash and cash reserves
are adequate to fund this development effort.

     Net  nonoperating  income and expense  decreased  by $178,000  (29%) in the
three  months  ended July 31,  2001 from the  comparable  fiscal  2001  quarter.
Investment income declined by $226,000 (30%) as a result of lower interest rates
on marketable  securities and a 17% decrease in invested assets. The decrease in
the level of marketable securities in the first quarter of fiscal 2002 is due to
the investment in Gillam-FEI which was made in September 2000.  Interest expense
increased  by $9,000  (13%) while other  income  (expense)  increased by $57,000
during the fiscal 2002 quarter compared to the period ended July 31, 2000. Other
income   (expense),   net,   consists   principally  of  certain   non-recurring
transactions and is generally not significant to net income.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position of $66 million at July 31, 2001 which is comparable to working  capital
at April 30, 2001. Included in working capital at July 31, 2001 is $34.3 million
of cash, cash equivalents and marketable securities,  including $11.5 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, 2001, was $1.6 million  compared to $805,000 in the  comparable  fiscal 2001
quarter.  In the fiscal 2002  period,  the  Company  received  $3.0  million for
reimbursement  of certain legal expenses  covered under directors' and officers'
liability  insurance.  This  inflow was  partially  offset by  payments  against
certain accrued expenses,  including income taxes payable of $2.0 million.  Cash
was also  generated  by  collections  on  accounts  receivable  and  reduced  by
repayment  of amounts due to  customers.  The Company  anticipates  that it will
continue to generate  positive cash flow from operating  activities  this fiscal
year.

     Net cash provided by investing  activities  for the three months ended July
31, 2001, was $707,000. Approximately $1.4 million was obtained from the sale or
redemption of certain  marketable  securities.  These inflows were offset by the
acquisition  of capital  equipment  for  approximately  $526,000 and  additional
investment  of  approximately   $176,000  in  the  Company's  China  subsidiary,
FEI-Asia.  The Company may continue to acquire or sell marketable  securities as
dictated by its investment strategies as

                                    11 of 13
<PAGE>


                  Frequency Electronics, Inc. and Subsidiaries
                                   (Continued)

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  approximately $2
million on capital equipment during fiscal 2002.  Internally generated cash will
be adequate to acquire this capital equipment.

     Net cash used in financing  activities  for the three months ended July 31,
2001,  was $1.4  million  compared to $568,000  for the  comparable  fiscal 2001
quarter. Included in both fiscal quarters is payment of the Company's semiannual
dividend in the  aggregate  amount of $829,000 and  $799,000,  respectively.  In
addition,  the Company made scheduled debt payments of $585,000.  Offsetting the
fiscal 2001 cash outflow is approximately  $288,000  received on the exercise of
stock options to acquire approximately 64,000 shares of Company stock.

     At July 31, 2001,  the  Company's  backlog  amounted to  approximately  $35
million  compared to the  approximately  $39 million  backlog at April 30, 2001.
Approximately   71%  of  the  backlog   represents  orders  for  the  commercial
communications  segment,  23% for the  Gillam-FEI  segment  and 6% for the  U.S.
Government  segment.  Of this backlog,  approximately  90% is realizable  during
fiscal 2002.



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

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


                                     PART II

ITEM 1 - Legal Proceedings

     On March 14,  2000,  FEI  commenced  an action in the state  court  against
National Union Fire Insurance of Pittsburgh, PA ("National").  The complaint set
forth causes of action for declaratory  judgment and breach of contract relating
to certain directors and officers'  liability  insurance  policies in connection
with the Muller qui tam action and  certain  other  litigations.  Pursuant  to a
Settlement  Agreement  dated April 18,  2001,  the action  against  National was
settled, FEI was paid $3.0 million representing the full amount of the available
coverage under the applicable  National policy,  FEI released its claims and the
action was discontinued.


ITEM 6 - Exhibits and Reports on Form 8-K

         (a) Exhibits - None

         (b) Registrant's Form 8-K, dated April 18, 2001,  containing disclosure
             under Item 5 thereof (settlement agreement with insurance carrier),
             was filed with the  Securities and Exchange  Commission  during the
             quarter ended July 31, 2001.

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<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, 2001                 BY: /s/ Joseph P. Franklin
                                              ------------------------
                                                  Joseph P. Franklin
                                              Chairman of the Board of Directors



Date: September 14, 2001                  BY: /s/ Alan Miller
                                              -----------------------
                                                  Alan Miller
                                              Chief Financial Officer
                                                 and Controller





































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