UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(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 31,2006

                                       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___

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer ____  Accelerated filer ____  Non-accelerated filer__X__

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                           Yes ____ No __X__

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of December 8, 2006 - 8,600,659

                                  Page 1 of 25

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX

Part I.  Financial Information:                                        Page No.

  Item 1 - Financial Statements:

      Condensed Consolidated Balance Sheets -
          October 31, 2006 and April 30, 2006                             3

      Condensed Consolidated Statements of Operations
          Six Months Ended October 31, 2006 and 2005                      4

      Condensed Consolidated Statements of Operations
          Three Months Ended October 31, 2006 and 2005                    5

      Condensed Consolidated Statements of Cash Flows
          Six Months Ended October 31, 2006 and 2005                      6

      Notes to Condensed Consolidated Financial Statements              7-12

  Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations                13-19

  Item 3- Quantitative and Qualitative Disclosures about Market Risk     19

  Item 4- Controls and Procedures                                        20


Part II.  Other Information:

       Items 1, 1A, 2, 3 and 5 are omitted because they are not applicable

       Item 4 - Submission of Matters to a Vote of Security Holders      20

       Item 6 - Exhibits                                                 20

       Signatures                                                        21

       Exhibits                                                        22-25



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                           --------------------------
                                                     October 31,       April 30,
                                                        2006             2006
                                                        ----             ----
                                                     (UNAUDITED)       (NOTE A)
                                                           (In thousands)
         ASSETS:
Current assets:
  Cash and cash equivalents                           $  4,794       $  2,639
  Marketable securities                                 19,049         21,836
  Accounts receivable, net of allowance for
    doubtful accounts of $276 at October 31
    and April 30, 2006                                  13,754         15,868
  Inventories                                           26,476         22,971
  Deferred income taxes                                  1,902          2,135
  Income tax receivable                                     88             68
  Prepaid expenses and other                             1,434          1,246
                                                      --------       --------
          Total current assets                          67,497         66,763
Property, plant and equipment, at cost,
  less accumulated depreciation and
  amortization                                           6,899          6,663
Deferred income taxes                                    2,719          2,842
Goodwill and other Intangible assets, net                  483            513
Cash surrender value of life insurance                   6,558          6,318
Other assets                                             3,847          3,642
                                                      --------       --------
  Total assets                                        $ 88,003       $ 86,741
                                                      ========       ========


         LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
  Accounts payable - trade                            $  2,780       $  2,202
  Accrued liabilities and other                          3,323          3,929
  Income taxes payable                                       -              -
  Dividend payable                                         860            857
                                                      --------       --------
  Total current liabilities                              6,963          6,988

Deferred compensation                                    8,375          8,122
Deferred gain and other liabilities                        824            998
                                                      --------       --------
  Total liabilities                                     16,162         16,108
                                                      --------       --------
Stockholders' equity:
  Preferred stock  - $1.00 par value                         -              -
  Common stock  -  $1.00 par value                       9,164          9,164
  Additional paid-in capital                            46,174         45,688
  Retained earnings                                     15,752         15,527
                                                      --------       --------
                                                        71,090         70,379
  Common stock reacquired and held in treasury
    -at cost, 565,581 shares at October 31, 2006
     and 592,194 shares at April 30, 2006               (2,356)        (2,437)
  Accumulated other comprehensive income                 3,107          2,691
                                                      --------       --------
  Total stockholders' equity                            71,841         70,633
                                                      --------       --------
  Total liabilities and stockholders' equity          $ 88,003       $ 86,741
                                                      ========       ========




                See accompanying notes to condensed consolidated
                             financial statements.


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                 Condensed Consolidated Statements of Operations

                          Six Months Ended October 31,
                                   (Unaudited)

                                                  2006              2005
                                                  ----              ----
                                            (In thousands except per share data)

Net sales                                        $28,634           $22,556
Cost of sales                                     18,441            14,361
                                                 -------           -------
        Gross margin                              10,193             8,195

Selling and administrative expenses                5,455             5,077
Research and development expense                   4,028             2,951
                                                 -------           -------
        Operating profit                             710               167

Other income (expense):
     Investment income                               579             2,666
     Equity in Morion                                274               229
     Interest expense                                (57)              (59)
     Other income, net                               100               767
                                                 -------           -------
Income before provision for income taxes           1,606             3,770

Provision for income taxes                           521             1,296
                                                 -------           -------
        Net income                               $ 1,085           $ 2,474
                                                 =======           =======


Net income per common share
        Basic                                    $  0.13          $  0.29
                                                 =======          =======

        Diluted                                  $  0.12          $  0.29
                                                 =======          =======
Average shares outstanding
        Basic                                  8,584,409        8,525,629
                                               =========        =========
        Diluted                                8,732,393        8,665,810
                                               =========        =========






                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)

                                                  2006                2005
                                                  ----                ----
                                            (In thousands except per share data)

Net sales                                       $14,320             $11,499
Cost of sales                                     8,980               7,401
                                                -------             -------
        Gross margin                              5,340               4,098

Selling and administrative expenses               2,674               2,533
Research and development expense                  2,647               1,509
                                                -------             -------
        Operating profit                             19                  56

Other income (expense):
     Investment income                              280               1,341
     Equity in Morion                                71                  85
     Interest expense                               (21)                (31)
     Other income, net                               19                 698
                                                -------             -------
Income before provision for income taxes            368               2,149

Provision for income taxes                          181                 817
                                                -------             -------
        Net income                              $   187             $ 1,332
                                                =======             =======


Net income per common share
        Basic                                   $  0.02             $  0.16
                                                =======             =======
        Diluted                                 $  0.02             $  0.15
                                                =======             =======
Average shares outstanding
        Basic                                 8,592,113           8,531,238
                                              =========           =========
        Diluted                               8,744,852           8,674,280
                                              =========           =========






                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)

                                                           2006          2005
                                                           ----          ----
                                                             (In thousands)

Cash flows from operating activities:
  Net income                                             $ 1,085        $ 2,474
  Non-cash charges (income) to earnings, net               1,785         (1,512)
  Net changes in other assets and liabilities             (2,163)        (2,863)
                                                         -------        -------
Net cash provided by (used in) operating activities          707         (1,901)
                                                         -------        -------

Cash flows from investing activities:
  Payment for acquisition                                      -           (103)
  Proceeds from sale of marketable securities              4,104         12,568
  Purchase of marketable securities                         (935)        (8,802)
  Purchase of fixed assets                                (1,013)          (933)
  Other - net                                                 45              -
                                                         -------        -------
Net cash provided by investing activities                  2,201          2,730
                                                         -------        -------

Cash flows from financing activities:
  Payment of cash dividend                                  (857)          (852)
  Proceeds from stock option exercises                        62              -
  Other - net                                                  -             21
                                                         -------        -------
Net cash used in financing activities                       (795)          (831)
                                                         -------        -------
Net increase (decrease) in cash and cash equivalents
  before effect of exchange rate changes                   2,113             (2)

Effect of exchange rate changes
  on cash and cash equivalents                                42            113
                                                         -------        -------

  Net increase in cash                                     2,155            111

  Cash at beginning of period                              2,639          6,701
                                                         -------        -------
  Cash at end of period                                  $ 4,794        $ 6,812
                                                         =======        =======





                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, 2006 and the results of its operations and cash flows for the six
and three months ended October 31, 2006 and 2005.  The April 30, 2006  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, 2006 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:
                                       Six months             Three months
                                       ----------             ------------
                                              Periods ended October 31,
                                   2006         2005         2006        2005
                                   ----         ----         ----        ----
Basic EPS Shares outstanding
  (weighted average)            8,584,409    8,525,629    8,592,113    8,531,238
Effect of Dilutive Securities     147,984      140,181      152,739      143,042
                                ---------    ---------    ---------    ---------
Diluted EPS Shares outstanding  8,732,393    8,665,810    8,744,852    8,674,280
                                =========    =========    =========    =========

     The  computation of diluted  earnings per share excludes those options with
an exercise price in excess of the average market price of the Company's  common
shares  during the  periods  presented.  The  inclusion  of such  options in the
computation  of earnings per share would have been  antidilutive.  The number of
excluded options were:
                                       Six months             Three months
                                       ----------             ------------
                                              Periods ended October 31,
                                   2006         2005         2006        2005
                                   ----         ----         ----        ----
Outstanding Options excluded     571,550      570,550      571,550     570,550
                                 -------      -------      -------     -------

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at October 31, 2006 and April 30, 2006 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $1,725,000  and
$4,857,000, 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  $4,326,000  and
$3,923,000 at October 31, 2006 and April 30, 2006, respectively,  consist of the
following:

                                        October 31, 2006         April 30, 2006
                                                      (In thousands)
  Raw materials and Component parts         $13,336                  $11,172
  Work in progress                           13,140                   11,799
                                            -------                  -------
                                            $26,476                  $22,971
                                            =======                  =======

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - -COMPREHENSIVE INCOME

     For the six months  ended  October 31, 2006 and 2005,  total  comprehensive
income  was  $1,501,000  and  $755,000,  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 - EQUITY-BASED COMPENSATION

     Effective  May 1, 2006,  the  Company  adopted  the fair value  recognition
provisions  of  Statement  of  Financial   Accounting   Standards  No.   123(R),
"Share-Based Payment" ("FAS 123(R)"),  using the modified prospective transition
method. Under the modified prospective  transition method,  compensation cost of
$277,000  and  $162,000  was  recognized  during the six and three  months ended
October 31, 2006,  respectively,  and includes:  (a)  compensation  cost for all
share-based  payments  granted  prior to,  but not yet vested as of May 1, 2006,
based on the grant date fair value  estimated  in  accordance  with the original
provisions of FAS 123, and (b)  compensation  cost for all share-based  payments
granted  subsequent to May 1, 2006, based on the grant-date fair value estimated
in accordance with the provisions of FAS 123(R).  Results for prior periods have
not been restated.

     Upon adoption of FAS 123(R),  the Company  elected to continue to value its
share-based payment transactions using the Black-Scholes  valuation model, which
was  previously  used by the Company for  purposes  of  preparing  the pro forma
disclosures   under  FAS  123.   Such  value  is  recognized  as  expense  on  a
straight-line  basis over the service  period of the awards,  which is generally
the vesting period, net of estimated  forfeitures.  This is the same attribution
method that was used by the Company  for  purposes of its pro forma  disclosures
under FAS 123.

     At October 31, 2006,  unrecognized  compensation cost for all the Company's
stock-based compensation awards was approximately $1.5 million. The unrecognized
compensation  cost for  stock-based  compensation  awards at October 31, 2006 is
expected to be recognized over a weighted average period of 3.1 years.

     In  addition,  the  Company  applied  the  provisions  of Staff  Accounting
Bulletin No. 107 ("SAB 107"),  issued by the Securities and Exchange  Commission
in March  2005 in its  adoption  of FAS  123(R).  SAB 107  requires  stock-based
compensation   to  be  classified  in  the  same  expense  line  items  as  cash
compensation.  Accordingly,  during the six and three months  ended  October 31,
2006, stock-based  compensation expense was $140,000 and $87,000,  respectively,
in cost of sales and $137,000 and $75,000, respectively, in selling, general and
administrative expense.

     Prior to the adoption of FAS 123(R), the Company presented all tax benefits
resulting from tax deductions  associated  with the exercise of stock options by
employees as cash flows from operating activities in the Consolidated Statements
of Cash Flows.  Under FAS 123(R)  "excess tax  benefits" are to be classified as
cash flows from  financing  activities  in the  Consolidated  Statement  of Cash
Flows. For this purpose, the excess tax benefits are tax benefits related to the
difference between the total tax deduction associated with the exercise of stock
options by employees and the amount of  compensation  cost  recognized for those
options.  For the six and three  months ended  October 31,  2006,  there were no
excess tax benefits to be included within Other Financing Activities of the Cash
Flows from Financing Activities pursuant to this requirement of FAS 123(R).

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

      Effect of Adoption of FAS 123(R)

     The  application  of FAS 123(R) had the  following  effect on the  reported
amounts for the six and three months ended October 31, 2006, relative to amounts
that would have been reported  using the intrinsic  value method under  previous
accounting (in thousands, except for per share amounts.)

                                      Using Intrinsic     FAS 123(R)       As
                                       Value Method      Adjustments    Reported
                                      ---------------    -----------    --------

  Six Months ended October 31, 2006:
  ----------------------------------
      Operating Profit                     $  987           ($277)       $  710

      Income before provision
           for income taxes                $1,883           ($277)       $1,606

      Net Income                           $1,362           ($277)       $1,085

      Basic Earnings per Share              $0.16          ($0.03)        $0.13
      Diluted Earnings per Share            $0.15          ($0.03)        $0.12

 Three Months ended October 31, 2006:
 ------------------------------------
      Operating Profit                     $  181           ($162)        $  19

      Income before provision
           for income taxes                  $530           ($162)         $368

      Net Income                             $349           ($162)         $187

      Basic Earnings per Share              $0.04          ($0.02)        $0.02
      Diluted Earnings per Share            $0.04          ($0.02)        $0.02

     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 the six and three months ended
October 31, 2006, and each of the years ended April 30, 2006 and 2005:  dividend
yield of 1.4%,  1.4%, and 1.1%;  expected  volatility of 59%; risk free interest
rate of 5.0%,  4.1%,  and 3.9%;  and expected  lives of six and one-half  years,
respectively.

     The  expected  life  assumption  was  determined  based  on  the  Company's
historical experience. For purposes of both FAS 123 and FAS 123(R), the expected
volatility  assumption was based on the  historical  volatility of the Company's
common  stock.  The dividend  yield  assumption  was  determined  based upon the
Company's  past history of dividend  payments  and its  intention to make future
dividend  payments.  The risk-free interest rate assumption was determined using
the implied yield currently  available for zero-coupon  U.S.  government  issues
with a remaining term equal to the expected life of the stock options.

      Employee Stock Option Plans

     The Company has various  stock option plans for key  management  employees,
including   officers  and  directors  who  are  employees.   The  plans  include
Nonqualified Stock Option ("NQSO") plans,  Incentive Stock Option ("ISO") plans,
and Stock Appreciation  Rights ("SARs").  Under these plans,  options and awards
are granted at the discretion of the Stock Option committee at an exercise price
not less than the fair market value of the Company's common stock on the date of
grant.  Under one NQSO plan the options are  exercisable one year after the date
of grant.  Under the remaining plans the  options/awards  are exercisable over a
four-year period beginning one year after the date of grant. The  options/awards
expire ten years after the date of grant and are subject to certain restrictions
on transferability  of the shares obtained on exercise.  As of October 31, 2006,
eligible employees had been granted awards to purchase 167,500 shares of Company
stock under SARs, all of which are  outstanding and are not  exercisable.  As of
October  31,  2006,  eligible  employees  had been  granted  options to purchase
1,182,500

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

shares of Company stock under ISO plans of which  approximately  392,000 options
are outstanding and approximately  287,000 are exercisable.  Through October 31,
2006,  eligible  employees have been granted options to acquire 1,090,000 shares
of Company stock under NQSO plans.  Of the NQSO options,  approximately  732,000
are both outstanding and exercisable (see tables below).

     The excess of the  consideration  received over the par value of the common
stock or cost of treasury stock issued under both types of option plans has been
recognized as an increase in additional paid-in capital prior to the adoption of
FAS 123(R). During the three months ended October 31, 2006, the Company recorded
compensation  charges of  approximately  $65,000 with respect to the fiscal year
2007 SARs grant. Unrecognized compensation charges for nonvested awards relating
to the SARs grant is  approximately  $968,000  which will be  recognized  over a
weighted  average  period of 3.8 years.  Unrecognized  compensation  charges for
nonvested awards relating to the ISO plan is  approximately  $552,000 which will
be recognized over a weighted average period of 1.6 years. For the six and three
months ended October 31, 2006, the Company recorded compensation charges related
to the ISO plans of approximately $212,000 and $97,000, respectively,  using the
fair value method.

     Although the Company continues to maintain a stock repurchase  program,  no
stock repurchases will be necessary to process stock exercises during the fiscal
year.  Shares issued to  individuals  during stock  exercises will be taken from
available treasury stock.

     Transactions under these stock award plans,  including the weighted average
exercise prices of the options, are as follows:

                                               Six months ended October 31, 2006
                                                                      Wtd Avg
                                                   Shares              Price
                                                   ------              -----
    Outstanding at beginning of period            1,133,387           $11.32
    Granted                                         167,500           $11.95
    Exercised                                        (9,000)           $6.90
    Expired or canceled                                   -                -
                                                 ----------
    Outstanding at end of period                  1,291,887           $11.43
                                                  =========
    Exercisable at end of period                  1,019,637           $11.29
                                                  =========
    Available for grant at end of period            231,500
                                                    =======
    Weighted average fair value
    of options granted during the period              $6.54
                                                      =====

     The  following  table  summarizes   information  about  stock-based  awards
outstanding at October 31, 2006:
<TABLE>
<CAPTION>

                                   Options Outstanding             Options Exercisable
                      ---------------------------------------   -----------------------
                                     Weighted
                                      Average       Weighted                  Weighted
                        Number       Remaining       Average      Number       Average
  Actual Range of     Outstanding   Contractual     Exercise    Exercisable   Exercise
  Exercise Prices     at 10/31/06      Life           Price     at 10/31/06     Price
  ---------------     -----------   -----------     --------    -----------   --------
  <S>                   <C>             <C>         <C>           <C>          <C>
  $6.615 - 9.970        479,700         3.9         $ 7.65        449,075      $ 7.55
  10.167 - 16.625       730,187         5.5          12.53        488,562       12.63
      23.75              82,000         3.8          23.75         82,000       23.75
</TABLE>

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

         Fiscal year 2006

     Stock-based  compensation  in  fiscal  year 2006 was  determined  using the
intrinsic value method.  The following table provides  supplemental  information
for  the  six  and  three  months  ended  October  31,  2005  as if  stock-based
compensation had been computed under FAS 123(R)
                                          (in thousands, except per share data):
                                            Six months         Three months
                                            ----------         ------------
                                             Periods ended October 31, 2005
  Net income, as reported                     $2,474               $1,332
  Cost of stock options, net of tax             (146)                 (93)
                                              ------               ------
  Net income - pro forma                      $2,328               $1,239
                                              ======               ======

  Earnings per share, as reported:
     Basic                                    $ 0.29               $ 0.16
                                              ======               ======
     Diluted                                  $ 0.29               $ 0.15
                                              ======               ======
  Earnings per share- pro forma
     Basic                                    $ 0.27               $ 0.15
                                              ======               ======
     Diluted                                  $ 0.27               $ 0.14
                                              ======               ======

NOTE G - SEGMENT INFORMATION

The Company operates under three reportable segments:
(1)  FEI-NY - consists  principally  of  precision  time and  frequency  control
     products used in three principal  markets-  communication  satellites (both
     commercial and U.S.  Government-funded);  terrestrial cellular telephone or
     other  ground-based  telecommunication  stations and other  components  and
     systems for the U.S. military.
(2)  Gillam-FEI - the Company's  Belgian  subsidiary  primarily  sells  wireline
     synchronization and network monitoring systems.
(3)  FEI-Zyfer - the products of the  Company's  subsidiary  incorporate  Global
     Positioning  System  (GPS)  technologies  into systems and  subsystems  for
     secure  communications,  both government and commercial,  and other locator
     applications.

     Beginning  with the first  quarter  of fiscal  year  2007,  the  Company is
reporting its segment  information on a geographic  basis. The former Commercial
Communications and U.S. Government segments,  which operate out of the Company's
New York headquarters facility, have been combined into the new segment, FEI-NY.
This  segment  also  includes  the  operations  of  the  Company's  wholly-owned
subsidiary,  FEI-Asia, which functions primarily as a manufacturing facility for
the FEI-NY segment.

     Previously,  the Company  identified  its New  York-based  U.S.  Government
business  as a  separate  segment  even  though  that  segment  shared  the same
facility,  equipment and personnel with the Commercial  Communications  segment.
With the  acquisition  of  FEI-Zyfer  in fiscal year 2004,  the Company now does
business on U.S.  Government  programs  out of two  separate  subsidiaries.  The
Company's Chief Executive  Officer measures segment  performance  based on total
revenues and profits  generated  by each  geographic  center  rather than on the
specific types of customers or end-users.  Consequently,  the Company determined
that  limiting  the  number  of  segments  to the  three  indicated  above  more
appropriately reflects the way the Company's management views the business.

     Prior year segment  information has been reclassified to conform to the new
segment  presentation.  This  includes  reclassifying  the  property,  plant and
equipment  located in the New York  facility  to the FEI-NY  segment  and not to
corporate assets.


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     The  table  below  presents   information   about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):
                                          Six months             Three months
                                          ----------             ------------
                                                Periods ended October 31,
                                      2006       2005         2006        2005
                                      ----       ----         ----        ----
Net sales:
    FEI-NY                          $20,205     $14,579     $ 9,540     $ 7,723
    Gillam-FEI                        4,451       4,059       2,421       1,844
    FEI-Zyfer                         4,738       5,132       2,831       2,687
    less intersegment sales            (760)     (1,214)       (472)       (755)
                                    -------     -------     -------     -------
    Consolidated sales              $28,634     $22,556     $14,320     $11,499
                                    =======     =======     =======     =======

Operating profit (loss):
    FEI-NY                           $  448      $  206      $ (413)     $  272
    Gillam-FEI                          162        (428)        170        (362)
    FEI-Zyfer                           371         715         429         382
    Corporate                          (271)       (326)       (167)       (236)
                                     ------      ------      ------      ------
    Consolidated operating profit    $  710      $  167      $   19      $   56
                                     ======      ======      ======      ======


                                           October 31, 2006       April 30, 2006
                                           ----------------       --------------
  Identifiable assets:
      FEI-NY                                   $41,078               $44,111
      Gillam-FEI                                12,802                13,755
      FEI-Zyfer                                  5,830                 5,356
      less intercompany balances               (10,075)              (14,585)
      Corporate                                 38,368                38,104
                                               -------               -------
      Consolidated Identifiable Assets         $88,003               $86,741
                                               =======               =======

NOTE H - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2006, the FASB issued Financial  Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes - an  interpretation of FASB Statement No. 109."
("FIN 48") This  interpretation  clarifies the  accounting  for  uncertainty  in
income taxes  recognized  in an entity's  financial  statements  and  prescribes
recognition  thresholds and measurement  attributes for tax positions taken in a
tax return.  FIN 48 is effective for the Company  beginning in fiscal year 2008.
The Company  will comply  with the  provisions  of FIN 48 but the impact of such
adoption is not determinable at this time.

     In  September  2006,  the  FASB  issued  Statement  No.  157,  "Fair  Value
Measurements."  ("FAS 157") This  statement  defines fair value,  establishes  a
framework for measuring fair value in generally accepted  accounting  principles
("GAAP") and expands disclosures about fair value measurements. FAS 157 does not
require any new fair value  measurements  but  simplifies  and codifies  related
guidance. The Company will comply with the provisions of FAS 157 when it becomes
effective  in fiscal year 2009.  The impact of such  adoption is not expected to
have a material impact on the Company's  financial  statements since the Company
utilizes fair value measures wherever required by current GAAP.

                     ---------------------------------------



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                     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 10-Q  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, 2006
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,   which  generally  require
billings based on achievement of milestones rather than delivery of product, are
reported in operating  results using the  percentage of  completion  method.  On
fixed-price  contracts,  which are typical for  commercial  and U.S.  Government
satellite  programs and other  long-term  U.S.  Government  projects,  and which
require initial design and development of the product,  revenue is recognized on
the cost-to-cost method.  Under this method,  revenue is recorded based upon the
ratio that incurred  costs bear to total  estimated  contract costs with related
cost of sales recorded as the costs are incurred.  Each month management reviews
estimated contract costs. The effect of any change in the estimated gross margin
percentage  for a contract is  reflected  in revenues in the period in which the
change is known.  Provisions for anticipated losses on contracts are made in the
period in which they become determinable.

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

     For contracts in the Company's  Gillam-FEI and FEI-Zyfer segments,  smaller
contracts or orders in the FEI-NY  segment 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 and installation completed.

      Costs and Expenses

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


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

      Inventory

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

      Stock-based Compensation

     Effective  May 1, 2006,  the  Company  adopted  the fair value  recognition
provisions  of  Statement  of  Financial   Accounting   Standards  No.   123(R),
"Share-Based Payment" ("FAS 123(R)"),  using the modified prospective transition
method. Under the modified prospective  transition method,  compensation cost of
$277,000  and  $162,000  was  recognized  during the six and three  months ended
October 31, 2006,  respectively,  and includes:  (a)  compensation  cost for all
share-based  payments  granted  prior to,  but not yet vested as of May 1, 2006,
based on the grant date fair value  estimated  in  accordance  with the original
provisions of FAS 123, and (b)  compensation  cost for all share-based  payments
granted  subsequent to May 1, 2006, based on the grant-date fair value estimated
in accordance with the provisions of FAS 123(R).  Results for prior periods have
not been restated.

RESULTS OF OPERATIONS

     The table below sets forth for the respective  periods of fiscal years 2006
and 2005 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,
                                         2006       2005        2006       2005
                                         ----       ----        ----       ----
Net Sales
   FEI-NY                                70.6%      64.6%       66.6%      67.2%
   Gillam-FEI                            15.5       18.0        16.9       16.0
   FEI-Zyfer                             16.5       22.8        19.8       23.4
   Less intersegment sales               (2.6)      (5.4)       (3.3)      (6.6)
                                        -----      -----       -----      -----
                                        100.0      100.0       100.0      100.0
Cost of Sales                            64.4       63.7        62.7       64.4
                                        -----      -----       -----      -----
         Gross Margin                    35.6       36.3        37.3       35.6
Selling and administrative expenses      19.0       22.5        18.7       22.0
Research and development expenses        14.1       13.1        18.5       13.1
                                        -----      -----       -----      -----
         Operating Profit                 2.5        0.7         0.1        0.5

Other income, net                         3.1       16.0         2.4       18.2
                                        -----      -----       -----      -----
Pretax Income                             5.6       16.7         2.5       18.7
Provision for income taxes                1.8        5.7         1.2        7.1
                                        -----      -----       -----      -----
         Net Income                       3.8%      11.0%        1.3%      11.6%
                                        =====      =====       =====     ======


        (Note: All dollar amounts in following tables are in thousands,
                    except Net Sales which are in millions)

Net sales
---------                                         (in millions)
<TABLE>
<CAPTION>
                                Six months                        Three months
                       ------------------------------      ---------------------------
                                           Periods ended October 31,
    Segment             2006      2005       Change         2006      2005       Change
    -------             ----      ----       ------         ----      ----       ------
<S>                    <C>       <C>      <C>     <C>      <C>       <C>      <C>     <C>
FEI-NY                 $20.2     $14.6    $5.6    39%      $ 9.5     $ 7.7    $1.8    24%
Gillam-FEI               4.5       4.1     0.4    10%        2.4       1.8     0.6    31%
FEI-Zyfer                4.7       5.1    (0.4)   (8%)       2.8       2.7     0.1     5%
Intersegment sales      (0.8)     (1.2)    0.5              (0.4)     (0.7)    0.3
                       -----     -----    ----             -----     -----    ----
                       $28.6     $22.6    $6.1    27%      $14.3     $11.5    $2.8    25%
                       =====     =====    ====             =====     =====    ====
</TABLE>

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     As  illustrated  in the table above,  the 27% and 25% increases in revenues
for the six and three month periods ended October 31, 2006,  respectively,  were
driven by the 39% and 24%,  respectively,  improvement in revenues in the FEI-NY
segment.  Revenues  from space  programs were  significantly  higher than in the
prior fiscal year while sales to wireless infrastructure equipment manufacturers
also strengthened. Revenues in the Gillam-FEI segment also improved 10% and 31%,
respectively,  from the same  periods  of fiscal  year 2006 due  primarily  to a
significant  increase  in business  from its major  customer.  Revenues  for the
FEI-Zyfer  segment  declined by 8% for the six months ended October 31, 2006 and
improved  by 5% for the three  month  period  then ended as compared to the same
periods of fiscal  year 2006.  The  decrease  in the fiscal  year 2007 six month
period is primarily due to customer  delays in releasing  orders for  additional
product  during  the  first  quarter  of the  year.  Total  revenues  from  U.S.
Government related programs, which are recorded in both the FEI-NY and FEI-Zyfer
segments,  were lower in the six month period ended  October 31, 2006,  but were
higher in the three  month  period then ended  compared  to the same  periods of
fiscal year 2006.  As U.S.  Government  programs  receive  funding,  the Company
expects to realize  increased  revenues from such programs in the future periods
of fiscal year 2007. In particular,  the Company expects revenues from both U.S.
Government and commercial  satellite  programs to show sequential  growth in the
second half of fiscal year 2007.  Similarly,  revenues from  wireless  equipment
manufacturers  are expected to increase,  particularly when China and India make
decisions regarding the implementation of their new networks.

Gross margin
------------
                   Six months                          Three months
         ---------------------------------      --------------------------------
                                 Periods ended October 31,
           2006      2005        Change          2006      2005        Change
           ----      ----     ------------       ----      ----     ------------
         $10,193    $8,195    $1,998   24%      $5,340    $4,098    $1,242   30%

GM Rate    35.6%     36.3%                       37.3%     35.6%

     The 24% and 30%  improvement  in gross  margin for the six and three months
ended  October 31,  2006,  respectively,  is  primarily  due to the  increase in
revenues  over the same  periods of fiscal year 2006.  The gross margin rate for
the six month  period ended  October 31, 2006,  was lower than that for the same
period of the prior year reflecting high engineering costs applied to certain of
the Company's  long-term  contracts primarily during the first quarter of fiscal
year 2007. The level of engineering  effort applied to such contracts  decreased
in the second quarter of fiscal year 2007 which led to the improved gross margin
rate for the three  months  ended  October 31,  2006.  As revenues  increase and
engineering  costs return to more normal levels,  the Company  expects the gross
margin rate to approach and exceed its target of 40%.

     Also, for the six and three months ended October 31, 2006, gross margin was
reduced by $140,000 and $87,000,  respectively,  due to the inclusion in cost of
sales of a charge for stock compensation  expense. As disclosed in the footnotes
to the financial  statements,  as of May 1, 2006,  the Company is complying with
the provisions of FAS 123(R),  Accounting for Stock-Based  Compensation.  In the
prior fiscal year, the Company applied the disclosure-only provisions of FAS No.
148,  "Accounting for Stock-Based  Compensation-  Transition and Disclosure" and
measured  compensation  cost in accordance with APB Opinion No. 25,  "Accounting
for Stock Issued to Employees." This method did not result in compensation  cost
upon the grant of options under a qualified stock option plan.

Selling and administrative expenses
-----------------------------------
                  Six months                          Three months
         ---------------------------------      --------------------------------
                                 Periods ended October 31,
           2006      2005        Change          2006      2005        Change
           ----      ----     ------------       ----      ----     ------------
         $5,455    $5,077      $378   7%       $2,674    $2,533      $141   6%

     For  the  six  and  three  months  ended  October  31,  2006,  selling  and
administrative expenses were 19% of revenues which achieved the Company's target
for such expenses.  For the comparable  periods of fiscal year 2006, selling and
administrative  expenses  were 22% of  revenues,  reflecting  the lower level of
sales for those periods compared to the administrative structure of the Company.
The primary  increases  in expenses in the fiscal year 2007 periods were related
to  compensation,   including  additional  personnel,   accruals  for  incentive
compensation,  normal salary increases and stock compensation costs as indicated
in the next  paragraph.  Increased  compensation  expense in the  United  States
operations  were  partially  offset  by  decreases  in  personnel  costs  in the
Company's European subsidiaries.

<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     Included  in  selling  and  administrative  expenses  for the six and three
months ended October 31, 2006, is $137,000 and $75,000, respectively, related to
stock  compensation  expense  as  described  above and in the  footnotes  to the
financial statements.

     With fiscal year 2007 revenues at current or increasing levels, the Company
expects  selling  and  administrative  expenses to be incurred at 20% or less of
revenues.

Research and development expense
--------------------------------
                   Six months                             Three months
         ---------------------------------      --------------------------------
                                 Periods ended October 31,
           2006      2005        Change          2006      2005        Change
           ----      ----     ------------       ----      ----     ------------
         $4,028    $2,951     $1,077   36%     $2,647    $1,509     $1,138   75%

     Research and development  expenditures  represent investments that keep the
Company's  products at the leading  edge of time and  frequency  technology  and
enhance competitiveness for future sales. Particularly during the second quarter
of fiscal year 2007, the Company incurred high  engineering  costs to design and
substantially  improve the manufacturability of certain products for current and
anticipated satellite payload programs. Such efforts account for the 36% and 75%
increases in R&D  spending for the six and three months ended  October 31, 2006,
respectively, compared to the same periods of fiscal year 2006. The Company also
spent development money on new initiatives to design a ruggedized rubidium clock
for  secure  military  communications,  enhance  and  miniaturize  products  for
wireless communications, upgrade its GPS-based synchronization product line, and
to develop enhanced network monitoring equipment and software.

     Research  and  development  spending  for the six and  three  months  ended
October 31,  2006,  was 14.1% and 18.5% of revenues,  respectively,  compared to
13.1% of revenues for the same periods of fiscal year 2006. 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.   Where  possible,  the  Company
attempts  to obtain  development  contracts  from its  customers.  For  programs
without such funding,  internally  generated cash and cash reserves are adequate
to fund these development efforts.

Operating Profit
----------------
                    Six months                          Three months
         ---------------------------------      --------------------------------
                                 Periods ended October 31,
           2006      2005        Change          2006      2005        Change
           ----      ----     ------------       ----      ----     ------------
           $710      $167     $543    325%       $19       $56     ($37)   (66%)

     The  improvement  in operating  profit for the six months ended October 31,
2006,  compared  to the same  period  of fiscal  year  2006 is due to  increased
revenues of $6.1 million  (27%).  The operating  profit was reduced by increased
spending on research and  development.  Such increased  spending on research and
development is also the primary reason that operating profits were lower for the
three month  period ended  October 31,  2006,  compared to fiscal year 2006 even
though revenues were 25% higher in the fiscal year 2007 period.

Other income (expense)
----------------------
<TABLE>
<CAPTION>
                                  Six months                           Three months
                      ---------------------------------     ----------------------------------
                                           Periods ended October 31,
                      2006      2005         Change         2006      2005          Change
                      ----      ----     --------------     ----      ----     ---------------
<S>                   <C>      <C>       <C>       <C>      <C>      <C>       <C>       <C>
Investment income     $579     $2,666    ($2,087)  (78%)    $280     $1,341    ($1,061)  (79%)
Equity in Morion       274        229         45    20%       71         85        (14)  (16%)
Interest expense       (57)       (59)         2     3%      (21)       (31)        10    32%
Other income           100        767       (667)  (87%)      19        698       (679)  (97%)
                      ----     ------    -------            ----     ------    -------
                      $896     $3,603    ($2,707)  (75%)    $349     $2,093    ($1,744)  (83%)
</TABLE>

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     The  decrease  in  investment  income  for the six and three  months  ended
October 31, 2006,  is due to realized  gains of  approximately  $2.1 million and
$1.1  million,  respectively,  recorded in the prior  fiscal year periods on the
sale of a portion  of the  shares  of  Reckson  Associates  Realty  Corp.  stock
("REIT").  Such shares were obtained during fiscal year 2005 upon the conversion
of  certain  REIT  units  related  to the  Company's  fiscal  year 1998 sale and
leaseback of its headquarters  building.  Similar gains were not recorded in the
fiscal year 2007 periods.

     The  Company  records  equity  income  in  Morion,  Inc.  based  on its 36%
ownership  interest in Morion's  outstanding  shares.  The fluctuation in equity
income is due to higher profitability at Morion for the six months ended October
31, 2006 but lower profits  recorded for the three months then ended as compared
to the same periods of fiscal year 2006. Morion recorded higher revenues in each
of the fiscal  year 2007  periods  than the prior  year but higher  costs in the
second  quarter of fiscal year 2007  reduced its  profitability  compared to the
same period of fiscal year 2006.

     The increase in interest expense for the six month period ended October 31,
2006 resulted  primarily from an increase in borrowings under the Company's line
of credit during the first  quarter of fiscal year 2007.  The line was repaid in
the second  quarter thus reducing  interest  expense during the fiscal year 2007
quarter as compared to the three month period ended October 31, 2005.

     Under the  provisions  of sale and leaseback  accounting,  a portion of the
capital  gain  realized  on the real  estate  transaction  referred  to above is
deferred and recognized in income over the initial lease term. Under the caption
"Other, income" the Company recognized deferred gain of $176,000 and $88,000 for
the six and  three  months  ended  October  31,  2006  and  2005,  respectively.
Offsetting the gain in the fiscal year 2007 periods is realized foreign exchange
losses at the Company's  European  subsidiary.  In the second  quarter of fiscal
year 2006,  the European  subsidiary  recorded a $680,000  gain on the sale of a
building to the subsidiary's  president.  Other insignificant income and expense
items are also recorded under this caption.

Net income
----------
                   Six months                            Three months
         -----------------------------------     -------------------------------
                                 Periods ended October 31,
           2006      2005        Change          2006      2005       Change
           ----      ----   ----------------     ----      ----  ---------------
         $1,085    $2,474   ($1,389)   (56%)     $187    $1,332  ($1,145)  (86%)

     Net income for the six and three months ended  October 31, 2006,  was lower
than that  realized  in the same  periods of fiscal year 2006  primarily  as the
result of gains  recognized in the prior year. As indicated  above,  the Company
recognized gains of $2.1 million and $1.1 million,  respectively, on the sale of
certain marketable  securities during the six and three months ended October 31,
2005 and, in the three month  period then ended,  recorded a gain of $680,000 on
the sale of a subsidiary's  building.  Excluding the effects of those gains, net
income for the six months  ended  October  31,  2006,  was higher  than the same
period of fiscal year 2006 largely on the basis of the 27% increase in revenues.
For the three month period ended October 31, 2006, net income was  approximately
the same as the prior year period exclusive of the gains. Although revenues were
25% higher in the fiscal year 2007 three month period,  increased  investment in
research and development  reduced  profitability  compared to the same period of
fiscal year 2006.

Income Taxes
------------

     The  Company is subject to  taxation  in several  countries  as well as the
states of New York and California.  The statutory federal rates vary from 34% in
the United States to 35% in Europe. The effective rate is impacted by the income
or loss of certain of the Company's  European and Asian  subsidiaries  which are
currently  not taxed.  In addition,  the Company  utilizes the  availability  of
research and development tax credits in the United States to lower its tax rate.
The  Company's   European   subsidiaries   have  available  net  operating  loss
carryforwards of approximately $2.4 million to offset future taxable income.

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position of $61  million at October 31,  2006,  which is  comparable  to working
capital at April 30,  2006.  Included in working  capital at October 31, 2006 is
$23.8 million of cash, cash equivalents and marketable securities. The Company's
current ratio at October 31, 2006 is 9.7 to 1.

     For the six months ended October 31, 2006, the Company  generated  $707,000
in cash from operating activities compared to $1.9 million used by operations in
the comparable fiscal year 2006 period.  The most significant use of cash in the
fiscal year 2007 period was for the acquisition of additional parts inventory to
support  large  programs  currently  in process and expected to be booked in the
near future. Cash was generated by the collection of accounts receivable as well
as by an increase in accounts payable. In the six month period ended October 31,
2005, the  significant  decrease in operating cash flow was due primarily to the
payment of income taxes related to the investment gains realized in the previous
fiscal  year  as  well as  increases  in the  value  of the  Company's  accounts
receivable and inventory.  For the full fiscal year 2007, the Company expects to
generate positive cash flow from operating  activities,  particularly as billing
milestones are achieved on certain of its large production contracts.

     Net cash provided by investing  activities for the six months ended October
31,  2006,  was $2.2  million  compared  to $2.7  million for the same period of
fiscal year 2006.  The  principal  source of cash in the fiscal year 2007 period
was the sale or redemption of certain marketable  securities,  net of purchases,
aggregating $3.2 million. In the same period of the prior year, $3.8 million was
recognized on the net sales of marketable  securities,  including  REIT units as
described  above in the  Results of  Operations  section.  During the six months
ended October 31, 2006 and 2005, the Company also acquired capital equipment for
approximately $1.0 million and $933,000,  respectively. 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.
Capital  equipment  purchases  for all of  fiscal  year  2007  are  expected  to
aggregate  approximately $2.5 million.  Internally generated cash is adequate to
acquire this level of capital equipment.

     Net cash used in financing  activities for the six months ended October 31,
2006, was $795,000  compared to $852,000 during the comparable  fiscal year 2006
period.  Included in both fiscal periods is payment of the Company's  semiannual
dividend in the amount of $857,000 and $852,000, respectively.  During the three
months ended July 31, 2006, the Company  borrowed $1.6 million under its line of
credit to fund current operations rather than liquidating  additional marketable
securities.  Such  borrowings  were repaid early in the second quarter of fiscal
year 2007.

     The Company has been  authorized by its Board of Directors to repurchase up
to $5  million  worth of  shares  of its  common  stock  for  treasury  whenever
appropriate  opportunities arise but it has neither a formal repurchase plan nor
commitments  to purchase  additional  shares in the  future.  During the quarter
ended  October  31,  2006,  the  Company did not acquire any shares of its stock
under this authorization.

     The  Company  will  continue  to expend  resources  to develop  and improve
products  for  wireless  and wireline  communication  systems  which  management
believes will result in future growth and continued profitability. During fiscal
year 2007, the Company has made and intends to make a substantial  investment of
capital and technical resources to develop new products to meet the needs of the
U.S. Government, commercial space and commercial communications marketplaces and
to invest in more efficient product designs and manufacturing procedures.  Where
possible,  the Company will secure partial customer funding for such development
efforts  but is  targeting  to spend  its own funds at a rate of at least 10% of
revenues to achieve its  development  goals.  Internally  generated cash will be
adequate to fund these development efforts.

     At October 31, 2006, the Company's  backlog amounted to  approximately  $37
million   compared  to  $36  million  at  April  30,  2006.   Of  this  backlog,
approximately 80% is realizable in the next twelve months.

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

      Off-Balance Sheet Arrangements
      ------------------------------

     The Company does not have any off-balance  sheet  arrangements that have or
are  reasonably  likely to have a  current  or  future  effect on the  Company's
financial  condition,  changes in  financial  condition,  revenues or  expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.

      Contractual obligations
      -----------------------
              As of October 31, 2006
<TABLE>
<CAPTION>

                                      Total      Less than                                 More than
       Contractual Obligations   (in thousands)    1 Year    1 to 3 Years   3 to 5 Years    5 Years
       -----------------------   --------------    ------    ------------   ------------    -------
<S>                                 <C>            <C>         <C>             <C>          <C>
  Operating Lease Obligations       $1,264         $ 584       $ 572           $  72        $   36
  Deferred Compensation              8,375*          317         332             191         7,535
                                    ------         -----       -----           -----        ------
  Total                             $9,639         $ 901       $ 904           $ 263        $7,571
                                    ======         =====       =====           =====        ======
<FN>
     *Deferred  Compensation liability reflects payments due to current retirees
receiving  benefits.  The  amount  of  $7,535  in the more  than 5 years  column
includes  benefits  due to  participants  in the plan who are not yet  receiving
benefits  although  some  participants  may opt to retire  and  begin  receiving
benefits within the next 5 years.
</FN>
</TABLE>


                        --------------------------------
                                     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.  The Company's  investments in fixed income and
equity securities were approximately $19.0 million and $87,000, respectively, at
October 31,  2006.  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,  2006,  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, 2006, the amount
related to foreign currency exchange rates is a $3,333,000 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 of operations measured in local currencies can vary
significantly  upon  translation  into US dollars if  exchange  rates  fluctuate
significantly from one period to the next.



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

                                     Item 4.
Controls and Procedures

     Disclosure  Controls and  Procedures.
     -------------------------------------

     The Company's  management,  with the  participation  of the Company's chief
executive officer and chief financial  officer,  has evaluated the effectiveness
of the Company's  disclosure controls and procedures (as such term is defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"))  as of the end of the  period  covered  by this
report.  Based on such  evaluation,  the Company's chief  executive  officer and
chief financial  officer have concluded that, as of the end of such period,  the
Company's  disclosure  controls and  procedures are effective (i) to ensure that
information required to be disclosed by the Company in the reports that it files
or  submits  under the  Exchange  Act is  recorded,  processed,  summarized  and
reported,  within the time  periods  specified  in the SEC's rules and forms and
(ii) to ensure that  information  required to be disclosed by the Company in the
reports that it submits under the Exchange Act is accumulated  and  communicated
to its  management,  including the Company's  principal  executive and principal
financial officers, or persons performing similar functions, as appropriate,  to
allow timely decisions regarding required disclosure.

     Internal Control Over Financial Reporting.
     ------------------------------------------

     There have not been any  changes in the  Company's  internal  control  over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the Exchange Act) during the period to which this report relates that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.


                                     PART II

ITEMS 1, 1A, 2, 3 and 5 are omitted because they are not applicable.

ITEM 4  Submission of Matters to a Vote of Security Holders

     On September 27, 2006, at the Annual Meeting of Stockholders, the following
     matters were approved by the shareholders of the Company:

     1.   Election of the following six directors:

          DIRECTOR                 FOR         WITHHELD         BROKER NON-VOTES
          --------                 ---         --------         ----------------
       Joseph P. Franklin       6,524,723     1,278,834                0
       Martin B. Bloch          6,550,769     1,252,788                0
       Joel Girsky              6,551,396     1,252,161                0
       E. Donald Shapiro        7,704,510        99,047                0
       S. Robert Foley, Jr.     7,706,609        96,948                0
       Richard Schwartz         7,605,235       198,322                0

     2.   Ratification  of the appointment of Holtz  Rubenstein  Reminick LLP as
          independent  auditors for fiscal year 2007.  The results of the voting
          were as follows:

              FOR            AGAINST         ABSTAIN        BROKER NON-VOTES
           ---------         -------         -------        ----------------
           7,737,922         48,180           17,455                0

ITEM 6 - 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.


<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, 2006                    BY   /s/   Alan Miller
                                             ---------------------------
                                                Alan Miller
                                                Treasurer and
                                                Chief Financial Officer
                                                (principal financial officer and
                                                 duly authorized officer)




<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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 report;

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

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 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;

     (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 (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  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(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  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
          control over financial reporting.


  /s/   Martin Bloch                                       December 15, 2006
  --------------------------
     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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 report;

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

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 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;

     (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 (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  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(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  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
          control over financial reporting.

  /s/   Alan Miller                                         December 15, 2006
  ---------------------------
     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, 2006 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 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that to my knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 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 Bloch                                         December 15, 2006
  --------------------------
     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 32.2

                            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, 2006 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 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that to my knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 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 Miller                                          December 15, 2006
  --------------------------
     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.