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 January 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 ____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of Registrant's  Common Stock, par value $1.00
as of March 10, 2006 - 8,551,527

                                  Page 1 of 24


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX


Part I.  Financial Information:                                        Page No.

 Item 1 - Financial Statements:

     Condensed Consolidated Balance Sheets -
         January 31, 2006 and April 30, 2005                              3-4

     Condensed Consolidated Statements of Operations
         Nine Months Ended January 31, 2006 and 2005                       5

     Condensed Consolidated Statements of Operations
         Three Months Ended January 31, 2006 and 2005                      6

     Condensed Consolidated Statements of Cash Flows
         Nine Months Ended January 31, 2006 and 2005                       7

     Notes to Condensed Consolidated Financial Statements                 8-11

 Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations                   12-18

 Item 3- Quantitative and Qualitative Disclosures about Market Risk       18

 Item 4- Controls and Procedures                                         18-19


Part II.  Other Information:

 Items 1, 2, 3, 4 and 5 are omitted because they are not applicable

 Item 6 - Exhibits                                                        19

 Signatures                                                               20

 Exhibits                                                                21-24



<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                      Condensed Consolidated Balance Sheets


                                                    January 31,       April 30,
                                                       2006             2005
                                                       ----             ----
                                                   (UNAUDITED)        (NOTE A)
                                                           (In thousands)

ASSETS:

Current assets:

 Cash and cash equivalents                          $  4,166          $  6,701

 Marketable securities                                22,161            23,532

 Accounts receivable, net of allowance
   for doubtful accounts of $282 at
   January 31, 2006 and $172 at April 30, 2005        14,850            12,728

 Inventories                                          23,445            22,948

 Deferred income taxes                                 3,057             2,269

 Prepaid expenses and other                            1,154             1,362
                                                    --------          --------

        Total current assets                          68,833            69,540

Property, plant and equipment, at cost,
  less accumulated depreciation and
  amortization                                        6,187             6,770

Deferred income taxes                                 2,710             2,644

Cash surrender value of life insurance                6,198             5,838

Goodwill and other Intangible assets, net               533               591

Other assets                                          3,427             2,991
                                                    -------           -------

           Total assets                             $87,888           $88,374
                                                    =======           =======














                See accompanying notes to condensed consolidated
                             financial statements.
<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                Condensed Consolidated Balance Sheets (Continued)



                                                    January 31,        April 30,
                                                       2006             2005
                                                       ----             ----
                                                    (UNAUDITED)       (NOTE A)
                                                           (In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Short-term credit obligations                      $ 1,000         $     -
  Accounts payable - trade                             2,082           1,896
  Accrued liabilities and other                        4,021           3,912
  Income taxes payable                                 1,232           3,184
  Dividend payable                                         -             852
                                                     -------         -------
      Total current liabilities                        8,335           9,844

Deferred compensation                                  8,020           7,812
Deferred gain and other liabilities                    1,049           1,525
                                                     -------         -------

      Total liabilities                               17,404          19,181
                                                     -------         -------

Stockholders' equity:
  Preferred stock  - $1.00 par value                       -               -
  Common stock  -  $1.00 par value                     9,164           9,164
  Additional paid-in capital                          45,523          45,289
  Retained earnings                                   15,308          12,440
                                                     -------         -------
                                                      69,995          66,893
  Common stock reacquired and held in treasury
    -at cost, 616,413 shares at January 31, 2006
     and 646,709 shares at April 30, 2005             (2,511)         (2,601)
  Accumulated other comprehensive income               3,000           4,901
                                                     -------         -------
      Total stockholders' equity                      70,484          69,193
                                                     -------         -------
      Total liabilities and stockholders' equity     $87,888         $88,374
                                                     =======         =======












                See accompanying notes to condensed consolidated
                             financial statements.
<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Consolidated Condensed Statements of Operations

                          Nine Months Ended January 31,
                                   (Unaudited)

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

Net sales                                        $37,668           $43,266
Cost of sales                                     24,011            28,537
                                                 -------           -------
        Gross margin                              13,657            14,729

Selling and administrative expenses                8,154             8,759
Research and development expenses                  4,124             4,850
                                                 -------           -------
        Operating profit                           1,379             1,120

Other income (expense):
     Investment income                             2,951             1,219
     Equity in Morion                                423               225
     Interest expense                                (83)             (248)
     Other income, net                               928                29
                                                 -------           -------

Income before minority interest and
     provision for income taxes                    5,598             2,345

Minority interest in loss of
    consolidated subsidiary                            -                (1)
                                                 -------           -------

Income before provision for income taxes           5,598             2,346

Provision for income taxes                         1,876               830
                                                 -------           -------

     Net income                                  $ 3,722           $ 1,516
                                                 =======           =======


Net income per common share
     Basic                                       $ 0.44            $ 0.18
                                                 ======            ======
     Diluted                                     $ 0.43            $ 0.17
                                                 ======            ======

Average shares outstanding
     Basic                                      8,530,926         8,473,679
                                                =========         =========
     Diluted                                    8,668,685         8,682,099
                                                =========         =========








                See accompanying notes to consolidated condensed
                             financial statements.


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                         Three Months Ended January 31,
                                   (Unaudited)

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

Net sales                                         $15,113            $11,222
Cost of sales                                       9,651              7,529
                                                  -------            -------
        Gross margin                                5,462              3,693

Selling and administrative expenses                 3,077              2,567
Research and development expense                    1,173              2,025
                                                  -------            -------
        Operating profit (loss)                     1,212               (899)

Other income (expense):
     Investment income                                285                390
     Equity in Morion                                 194                 97
     Interest expense                                 (24)               (97)
     Other income (expense), net                      161                (29)
                                                  -------            -------
Income (Loss) before provision (benefit)
     for income taxes                               1,828               (538)

Provision (Benefit) for income taxes                  580               (170)
                                                  -------            -------
        Net income (loss)                         $ 1,248            $  (368)
                                                  =======            =======

Net income (loss) per common share
        Basic                                     $ 0.15             $(0.04)
                                                  ======             ======
        Diluted                                   $ 0.14             $(0.04)
                                                  ======             ======

Average shares outstanding
        Basic                                    8,541,519          8,499,274
                                                 =========          =========
        Diluted                                  8,674,434          8,499,274
                                                 =========          =========








                See accompanying notes to condensed consolidated
                             financial statements.
<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                          Nine Months Ended January 31,
                                   (Unaudited)


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

Cash flows from operating activities:
  Net income                                          $ 3,722          $ 1,516
  Non-cash charges to earnings                         (1,346)           2,387
  Net changes in other assets and liabilities          (4,224)            (113)
                                                      -------          -------
Net cash (used in) provided by operating activities    (1,848)           3,790
                                                      -------          -------

Cash flows from investing activities:
  Payment for acquisitions                               (103)            (974)
  Proceeds from sale of marketable securities          12,818            3,525
  Purchase of marketable securities                   (11,518)          (4,905)
  Purchase of fixed assets                             (1,260)          (1,140)
  Other - net                                               -               70
                                                      -------          -------
Net cash used in investing activities                     (63)          (3,424)
                                                      -------          -------

Cash flows from financing activities:
  Proceeds from short-term credit obligations           1,000            1,547
  Payment of cash dividend                             (1,706)          (1,692)
  Payment on long-term obligations                         (9)          (1,954)
  Other - net                                              26              174
                                                      -------          -------
Net cash used in financing activities                    (689)          (1,925)
                                                      -------          -------

Net decrease in cash and cash equivalents
  before effect of exchange rate changes               (2,600)          (1,559)

Effect of exchange rate changes
  on cash and cash equivalents                             65              255
                                                      -------          -------

  Net decrease in cash                                 (2,535)          (1,304)

  Cash at beginning of period                           6,701            5,699
                                                      -------          -------

  Cash at end of period                               $ 4,166          $ 4,395
                                                      =======          =======




                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 January  31, 2006 and the  results of its  operations  and cash flows for the
nine and three  months  ended  January  31,  2006 and 2005.  The April 30,  2005
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, 2005 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:
<TABLE>
<CAPTION>
                                        Nine months              Three months
                                        -----------              ------------
                                               Periods ended January 31,
                                    2006         2005          2006        2005
                                    ----         ----          ----        ----
<S>                              <C>          <C>           <C>          <C>
Basic EPS Shares outstanding
  (weighted average)             8,530,926    8,473,679     8,541,519    8,499,274
Effect of Dilutive Securities      137,759      208,420       132,915          ***
                                 ---------    ---------     ---------    ---------
Diluted EPS Shares outstanding   8,668,685    8,682,099     8,674,434    8,499,274
                                 =========    =========     =========    =========
</TABLE>

     ***  Dilutive  securities  are  excluded  for the three month  period ended
     January 31, 2005 since the  inclusion of such shares would be  antidilutive
     due to the net loss for the period then ended.

     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:
                                        Nine months              Three months
                                               Periods ended January 31,
                                    2006         2005         2006         2005
                                    ----         ----         ----         ----
Outstanding Options excluded      570,550      505,550      570,550      325,550
                                  =======      =======      =======      =======

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at January 31, 2006 and April 30, 2005 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $2,686,000  and
$4,138,000, 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  $4,393,000  and
$4,289,000 at January 31, 2006 and April 30, 2005, respectively,  consist of the
following:

                                          January 31, 2006       April 30, 2005
                                                      (In thousands)

 Raw materials and Component parts             $11,010              $10,353
 Work in progress                               12,435               12,595
                                               -------              -------
                                               $23,445              $22,948
                                               =======              =======

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E- RELATED PARTY TRANSACTION

     During the nine  months  ended  January  31,  2006,  the  Company  sold the
remaining  building  formerly owned by its French subsidiary to the president of
Gillam-FEI.  The sale price of the building was  approximately  $990,000 and was
based upon an independent  appraisal of the building.  The Company  recognized a
gain of approximately $680,000 on the sale.

NOTE F - -COMPREHENSIVE INCOME

     For the nine months  ended  January  31, 2006 and 2005 total  comprehensive
income was  $1,821,000 and  $4,507,000,  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 G - EQUITY-BASED COMPENSATION

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

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

<TABLE>
<CAPTION>
                                                Nine months            Three months
                                                      Periods ended January 31,
                                            2006        2005          2006        2005
                                            ----        ----          ----        ----
                                                 (In thousands except per share data)
<S>                                        <C>         <C>           <C>         <C>
 Net income (loss), as reported            $3,722      $1,516        $1,248      $ (368)
 Cost of stock options, net of tax           (240)       (477)          (59)       (136)
                                           ------      ------        ------      ------
 Net income (loss)- pro forma              $3,482      $1,039        $1,189      $ (504)
                                           ======      ======        ======      ======

 Earnings (loss) per share, as reported:
    Basic                                  $ 0.44      $ 0.18        $ 0.15      $(0.04)
                                           ======      ======        ======      ======
    Diluted                                $ 0.43      $ 0.17        $ 0.14      $(0.04)
                                           ======      ======        ======      ======
 Earnings (loss) per share- pro forma
    Basic                                  $ 0.41      $ 0.12        $ 0.14      $(0.06)
                                           ======      ======        ======      ======
    Diluted                                $ 0.40      $ 0.11        $ 0.14      $(0.06)
                                           ======      ======        ======      ======
</TABLE>

     The weighted  average  fair value of each option has been  estimated on the
date of grant using the  Black-Scholes  options pricing model with the following
weighted  average  assumptions  used for  grants in fiscal  years 2006 and 2005:
dividend yield of 1.83%;  expected volatility of 59%; risk free interest rate of
3.9%; and expected lives of six and one-half years.

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE H - SEGMENT INFORMATION

The Company operates under four 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 Company's Belgian subsidiary primarily sells wireline
          synchronization  and network monitoring  systems.
     (4)  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.

     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:
<TABLE>
<CAPTION>
                                             Nine months              Three months
                                                    Periods ended January 31,
                                         2006          2005          2006        2005
                                         ----          ----          ----        ----
                                                        (in thousands)
  <S>                                  <C>           <C>           <C>         <C>
  Net sales:
   Commercial Communications           $20,119       $25,436       $ 9,244     $ 5,315
   U.S. Government                       4,815         4,300         1,111         985
   Gillam-FEI                            6,206**       7,656         2,147       2,624
   FEI-Zyfer                             7,895         6,630         2,763       2,453
   less intersegment sales              (1,367)**       (756)         (152)       (155)
                                       -------       -------       -------     -------
      Consolidated sales               $37,668       $43,266       $15,113     $11,222
                                       =======       =======       =======     =======

  Operating profit (loss):
   Commercial Communications           $ 2,734**     $ 3,391       $ 1,844     $   (16)
   U.S. Government                      (1,330)         (978)         (646)       (579)
   Gillam-FEI                             (613)**     (1,215)         (185)       (376)
   FEI-Zyfer                             1,013           334           298         214
   Corporate                              (425)         (412)          (99)       (142)
                                       -------       -------       -------     -------
      Consolidated operating profit    $ 1,379       $ 1,120       $ 1,212     $  (899)
                                       =======       =======       =======     =======
<FN>
     **   For the nine month period ended January 31, 2006,  includes Gillam-FEI
          intersegment  sales  of  $372,000  to  the  Commercial  Communications
          segment  for  development  of a wireline  synchronization  product for
          ultimate  production  and sale in the U.S. This amount was recorded as
          research  and  development  expense of the  Commercial  Communications
          segment. In the fiscal year 2006 periods,  these transactions resulted
          in lower operating  profits in the Commercial  Communications  segment
          and reduced the reported operating loss in the Gillam-FEI segment.
</FN>
</TABLE>
                                                       (in thousands)
                                            January 31, 2006    April 30, 2005
                                            ----------------    --------------
  Identifiable assets:
      Commercial Communications                   $31,303            $26,261
      U.S. Government                               5,505              6,245
      Gillam-FEI                                   12,243             13,877
      FEI-Zyfer                                     4,876              4,796
      less intercompany balances                  (10,431)            (9,892)
      Corporate                                    44,392             47,087
                                                  -------            -------
         Consolidated Identifiable Assets         $87,888            $88,374
                                                  =======            =======


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE I - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In November  2004,  the FASB issued  Statement No. 151  "Inventory  Costs."
("FAS 151") This statement amends  Accounting  Research Bulletin No. 43, Chapter
4,  "Inventory  Pricing"  and removes  the "so  abnormal"  criterion  that under
certain  circumstances  could have led to the capitalization of these items. FAS
151 requires that idle facility  expense,  excess  spoilage,  double freight and
re-handling costs be recognized as current-period  charges regardless of whether
they meet the criterion of "so abnormal." FAS 151 also requires that  allocation
of fixed production overhead expenses to the costs of conversion be based on the
normal capacity of the production  facilities.  The provisions of this statement
are effective for fiscal years beginning after June 15, 2005; i.e.,  fiscal year
2007 for the Company. The adoption of FAS 151 is not expected to have a material
impact on the Company's financial position or results of operations.

     In  December  2004,  the FASB issued  Statement  No.  123(R),  "Stock-Based
Payment" ("FAS 123(R)").  FAS 123(R) supercedes APB Opinion No. 25,  "Accounting
for Stock  Issued to  Employees,"  and  amends FAS No.  95,  "Statement  of Cash
Flows."  Generally,  the  approach  in FAS  123(R) is  similar  to the  approach
described in FAS 123. FAS 123(R)  establishes  standards for the  accounting for
transactions  in which an entity  exchanges its equity  instruments for goods or
services.  This statement  focuses  primarily on accounting for  transactions in
which an entity obtains employee services in share-based  payment  transactions.
FAS 123(R) requires that the fair value of such equity instruments be recognized
as an expense in the historical  financial statements as services are performed.
Prior to FAS  123(R),  only  certain  pro forma  disclosures  of fair value were
required.  The  provisions  of this  statement  are  effective  for fiscal years
beginning  after June 15,  2005;  i.e.,  fiscal year 2007 for the  Company.  The
adoption of FAS 123(R) will have an impact on the Company's  financial  position
and  results  of  operations   similar  to  the  pro  forma  disclosure  in  the
Equity-based Compensation disclosure in Note G.

     In  December  2004,  the  FASB  issued  Statement  No.  153,  "Exchange  of
Non-monetary  Assets",  ("FAS 153") an amendment of Accounting  Principles Board
Opinion No. 29 ("APB 29"),  which  differed  from the  International  Accounting
Standards  Board's  ("IASB")  method of  accounting  for  exchanges  of  similar
productive assets. FAS 153 replaces the exception from fair value measurement in
APB 29, with a general  exception from fair value  measurement  for exchanges of
non-monetary assets that do not have commercial  substance.  The statement is to
be applied  prospectively  and is effective  for  non-monetary  asset  exchanges
occurring in fiscal periods  beginning after June 15, 2005; i.e., August 1, 2005
for the  Company.  The  adoption  of FAS 153 is not  expected to have a material
impact on the Company's financial position or result of operations.

     In May 2005,  the FASB issued  Statement No. 154,  "Accounting  Changes and
Error  Corrections - a replacement  of APB Opinion No. 20 and FASB Statement No.
3." ("FAS  154") This  Statement  requires  retrospective  application  to prior
period financial statements of a voluntary change in accounting principle unless
it is  impracticable  and is effective for fiscal years beginning after December
15, 2005.  Previously,  most  voluntary  changes in  accounting  principle  were
recognized by including in net income of the period of the change the cumulative
effect of changing to the new accounting principle. The Company will comply with
the  provisions  of  FAS  154  although  the  impact  of  such  adoption  is not
determinable at this time.



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

                                     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, 2005
Annual Report to Stockholders. The Company believes its most critical accounting
policies to be the recognition of revenue and costs on production  contracts and
the valuation of inventory. Each of these areas requires the Company to make use
of reasoned estimates including estimating the cost to complete a contract,  the
realizable  value of its inventory or the market value of its products.  Changes
in estimates can have a material impact on the Company's  financial position and
results of operations.

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

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

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

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:
<TABLE>
<CAPTION>
                                               Nine months           Three months
                                                     Periods ended January 31,
                                           2006         2005        2006        2005
                                           ----         ----        ----        ----
<S>                                       <C>          <C>         <C>         <C>
Net Sales
   Commercial Communications               53.4%        58.8%       61.2%       47.3%
   U.S. Government                         12.8          9.9         7.3         8.8
   Gillam-FEI                              16.5         17.7        14.2        23.4
   FEI-Zyfer                               21.0         15.3        18.3        21.9
   Less intersegment sales                 (3.7)        (1.7)       (1.0)       (1.4)
                                          -----        -----       -----       -----
                                          100.0        100.0       100.0       100.0
Cost of Sales                              63.7         66.0        63.9        67.1
                                          -----        -----       -----       -----
            Gross Margin                   36.3         34.0        36.1        32.9
Selling and administrative expenses        21.6         20.2        20.3        22.9
Research and development expenses          11.0         11.2         7.8        18.0
                                          -----        -----       -----       -----
            Operating Profit (Loss)         3.7          2.6         8.0        (8.0)

Other income, net & Minority interest      11.2          2.8         4.1         3.2
                                          -----        -----       -----       -----
Pretax Income (Loss)                       14.9          5.4        12.1        (4.8)
Provision (Benefit) for income taxes        5.0          1.9         3.8        (1.5)
                                          -----        -----       -----       -----
            Net Income (Loss)               9.9%         3.5%        8.3%       (3.3)%
                                          =====        =====       =====       =====
</TABLE>

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

Operating Profit
----------------
           Nine months                             Three months
                        Periods ended January 31,
    2006      2005       Change            2006       2005       Change
    ----      ----       ------            ----       ----       ------
   $1,379    $1,120    $259    23%        $1,212     ($899)   $2,111   NM

     The 23% increase in operating profits for the nine months ended January 31,
2006  compared  to the same  period  of  fiscal  year  2005 is the  result of an
improved  gross  margin rate and reduced  selling and  administrative  costs and
research and development expenses during fiscal year 2006. For the quarter ended
January 31, 2006, the $2.1 million  increase in operating  profits over the same
period of fiscal year 2005,  is due to the 35%  increase in  revenues,  improved
gross margin and lower research and  development  spending  partially  offset by
higher selling and  administrative  expenses,  as discussed  below.  The Company
expects fiscal year 2006 operating profits to exceed the prior year based on its
revenue backlog and the cost structure currently in place.

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Net income
----------
           Nine months                           Three months
                        Periods ended January 31,
    2006      2005       Change            2006       2005       Change
    ----      ----       ------            ----       ----       ------
   $3,722    $1,516   $2,206   146%       $1,248     ($368)   $1,616   NM

     The  improvement  in net income in the fiscal year 2006 periods is directly
attributable to increased operating profits. In addition,  during the nine month
period ended January 31, 2006, the Company recorded an aggregate of $2.8 million
in pretax gains on the sale of certain assets.  During the first two quarters of
fiscal year 2006,  the  Company  realized  gains of $2.1  million on the sale of
certain  marketable  securities  that were obtained upon the  conversion of REIT
units for the common stock of Reckson  Associates  Realty Corp.  ("REIT stock").
(Refer to Item 2 of the  Company's  fiscal year 2005 Form 10-K as filed with the
Securities  and  Exchange  Commission.)  In addition,  in the second  quarter of
fiscal year 2006, the Company recorded a gain of  approximately  $680,000 on the
sale of real property as discussed in Note E to the financial statements.

Net sales
---------                                            (in millions)
<TABLE>
<CAPTION>
                                     Nine months                        Three months
                                                 Periods ended January 31,
                              2006      2005       Change         2006      2005       Change
                              ----      ----       ------         ----      ----       ------
<S>                          <C>       <C>     <C>     <C>        <C>       <C>     <C>     <C>
Commercial Communications    $20.1     $25.4   ($5.3)  (21%)      $9.2      $5.3    $3.9    74%
US Government                  4.8       4.3     0.5    12%        1.1       1.0     0.1    13%
Gillam-FEI                     6.2       7.7    (1.4)  (19%)       2.1       2.6    (0.5)  (18%)
FEI-Zyfer                      7.9       6.6     1.3    19%        2.8       2.5     0.3    13%
Intersegment sales            (1.4)     (0.8)   (0.6)             (0.1)     (0.2)    0.1
                             -----     -----   -----             -----     -----    ----
                             $37.6     $43.2   ($5.6)  (13%)     $15.1     $11.2    $3.9    35%
                             =====     =====   =====             =====     =====    ====
</TABLE>

     The decline in revenue  for the nine month  period  ended  January 31, 2006
compared to the same period of fiscal  year 2005 is due  principally  to reduced
capital spending in the wireless  infrastructure  industry as end-users  delayed
deployment of next-generation  cellular base stations.  Although revenues during
the third quarter of fiscal year 2006 were higher  sequentially  and as compared
to the same period of fiscal year 2005,  they did not reach the levels  attained
in the first half of fiscal year 2005. This reduction directly impacted revenues
in   the   Commercial   Communications   segment.   Reduced   telecommunications
infrastructure  spending in Europe  similarly  impacted the Gillam-FEI  segment.
During the third  quarter of fiscal  year 2006,  the  Commercial  Communications
segment recognized  increased revenue from recently awarded commercial satellite
orders as well as increased  revenue  from the wireless  industry as compared to
the three month period ended  January 31, 2005.  Additional  revenue was derived
from  US  Government   programs  as  the  Company   continued  work  on  several
developmental,  pre-production  programs  under  US  Government  contracts.  The
Company's  FEI-Zyfer  segment,  which  derives  approximately  two-thirds of its
revenues from government  sources,  also saw revenues increase with increased US
Government  buying. The Company expects fiscal year 2006 fourth quarter revenues
to  similarly  exceed  fiscal year 2005  fourth  quarter  revenues  based on its
current backlog and new bookings, principally in the commercial satellite and US
Government industries.

Gross margin
------------
                 Nine months                          Three months
                                Periods ended January 31,
         2006       2005         Change         2006      2005        Change
         ----       ----         ------         ----      ----        ------
       $13,657    $14,729    ($1,072) (7%)     $5,462    $3,693    $1,769  48%

GM Rate  36.3%      34.0%                       36.1%     32.9%

     The decline in gross  margin for the nine months  ended  January 31,  2006,
compared to the same period of fiscal year 2005, is due to lower revenues and is
offset by the  improved  gross margin  rate.  The improved  gross margin for the
third quarter of fiscal year 2006 compared to the three months ended January 31,
2005, is due to both increased  sales volume and the improved gross margin rate.
Variations  in gross  margin  rates are  attributable  to both sales  volume and
product mix. In particular,  the Gillam-FEI  segment  realized higher margins in
fiscal year 2006 on certain of its network monitoring programs. This

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

improvement  was offset by lower margins in the Company's US Government  segment
where  the  Company  continued  work on  several  developmental,  pre-production
programs under US Government contracts. Gross margin rates, while improving, are
lower  than the  Company's  target  of 40%.  With  further  increases  in sales,
including conversion of the US Government  developmental  contracts into initial
low-rate  production  orders,  the Company  expects to realize  improving  gross
margin rates in future periods.

Selling and administrative expenses
-----------------------------------
                         Nine months                          Three months
                                Periods ended January 31,
         2006       2005         Change         2006      2005        Change
         ----       ----         ------         ----      ----        ------
        $8,154     $8,759    ($605)   (7%)     $3,077    $2,567     $510   20%

     Most of the decrease in selling and administrative costs for the first nine
months of fiscal  year 2006  compared  to the same period of fiscal year 2005 is
attributable to decreased  personnel costs both in terms of reduced headcount as
well as smaller accruals for incentive compensation plans due to lower operating
profits.   Additional  decreases  were  experienced  in  selling  and  marketing
expenses,  including lower sales  commissions as a result of decreased sales and
lower  European-area  marketing  costs as the Company  consolidated  its efforts
there into its  Gillam-FEI  subsidiary.  In the three month period ended January
31, 2006,  this trend was  reversed.  Higher  revenues and profits in the fiscal
2006  period  compared  to the same  period of fiscal  year  2005,  resulted  in
increased   commission   expenses  and  personnel  costs,   including  incentive
compensation  accruals.  The ratio of selling  and  administrative  costs to net
sales for the nine and three  months ended  January 31, 2006,  were 22% and 20%,
respectively,  which  approaches  the  Company's  target  ratio of under  20% of
revenues.  In the comparable fiscal year 2005 periods,  the ratio of selling and
administrative costs to revenues was 20% and 23%,  respectively.  The variations
from the targeted cost ratio are directly  correlated to revenue  levels in each
of the  periods.  In the last  quarter of fiscal  year 2006 and into fiscal year
2007,  as revenues  increase  from the  current  level,  the Company  expects to
achieve its targeted ratio of costs to net sales.

Research and development expense
--------------------------------
                 Nine months                          Three months
                                Periods ended January 31,
         2006       2005         Change         2006      2005        Change
         ----       ----         ------         ----      ----        ------
        $4,124     $4,850    ($726)   (15%)    $1,173    $2,025   ($852)   (42%)

     During the third quarter of fiscal year 2006, the Company  reallocated  its
engineering  resources from self-funded  research and development to third-party
funded  production or  development  programs.  In the same period of fiscal year
2005,  as revenues  declined from the preceding  quarters,  similar  engineering
resources became available for internal research and development  activities and
the Company  recorded  such  expenses  at a higher  rate than had been  incurred
earlier in fiscal year 2005. This reallocation of resources  resulted in reduced
research and development  spending during the nine and three month periods ended
January 31,  2006  compared  to the same  periods of fiscal  year 2005.  For the
fourth  quarter of fiscal year 2006 and into fiscal year 2007,  the Company will
make  additional  investments  to  expand  its  US5G  wireline   synchronization
productline;  improve  and  miniaturize  rubidium  atomic  clocks,  develop  new
GPS-based synchronization products, further enhance the capabilities of its line
of crystal  oscillators and develop lead-free time and frequency  products.  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.

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Other income (expense)
----------------------
<TABLE>
<CAPTION>
                                 Nine months                       Three months
                                              Periods ended January 31,
                         2006      2005       Change          2006      2005       Change
                         ----      ----       ------          ----      ----       ------
<S>                     <C>       <C>      <C>     <C>        <C>       <C>     <C>      <C>
Investment income       $2,951    $1,219   $1,732  142%       $285      $390    ($105)   (27%)
Equity in Morion           423       225      198   88%        194        97       97    100%
Interest expense           (83)     (248)     165   67%        (24)      (97)      73     75%
Other income (expense)     928        29      899   NM         161      ( 29)     190     NM
                        ------    ------   ------             ----      ----    -----
                        $4,219    $1,225   $2,994  244%       $616      $361     $255     71%
</TABLE>

     The increase in  investment  income for the nine months  ended  January 31,
2006, is due to realized  gains of  approximately  $2.1 million  recorded in the
first  half of the  fiscal  year on the sale of a portion  of the shares of REIT
stock.  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. Such gains were partially offset by lower interest
and dividend  income due to a lower level of marketable  securities  held by the
Company as a result of the REIT stock sales. This decline is apparent during the
three month period ended  January 31, 2006 when no additional  investment  gains
were realized.

     The Company began to record equity income in Morion, Inc. during the second
quarter of fiscal year 2005, when the Company  increased its ownership  interest
in  Morion to 36% of  Morion's  outstanding  shares.  Accordingly,  the  Company
changed its method of accounting from the cost to the equity method and restated
prior year financial  statements to reflect the appropriate  accounting  method.
The 88% increase in equity income from Morion for the nine months of fiscal year
2006  compared to the nine months ended  January 31, 2005 is due to two factors:
a) the  increased  profitability  of Morion  during the three month period ended
January  31,  2006  compared to the year ago period and b) during the first five
months of fiscal  year 2005 the  Company  held only 19% of  Morion's  shares and
equity income was recorded at this lower rate.

     The decrease in interest expense for the nine and three month periods ended
January 31, 2006  resulted  from a reduction in  borrowings  under the Company's
line of credit during the fiscal year 2006 periods compared to fiscal year 2005,
as well as the  conversion of its REIT units to REIT stock,  the impact of which
is explained in the next paragraph.

     Under the provisions of sale and leaseback accounting, until the REIT units
were  converted,   the  Company's  lease  was  accounted  for  as  a  financing.
Accordingly,  a portion of its prior year annual rent payments  were  considered
interest  expense.  For fiscal  year  2006,  the  Company  no longer  recognizes
interest  expense but the entire lease  payment is charged to rent  expense.  In
addition,  under the caption  "Other,  income" the Company  will  recognize  the
remaining  deferred gain from the sale and leaseback  transaction.  For the nine
and three months ended January 31, 2006, the amount of deferred gain  recognized
was $265,000 and $88,000, respectively.

     During the nine  months  ended  January  31,  2006,  the  Company  sold the
building formerly owned by the Company's French subsidiary. Following the fiscal
year 2004 staffing cutbacks in this entity, the building had been largely vacant
and available for sale. Upon receipt of an independent  appraisal,  the building
was sold to the president of the Company's subsidiary,  Gillam-FEI.  The Company
realized a gain on the sale of the building of  approximately  $680,000 which is
included in the caption  Other income.  Other income and expense items  included
under this caption,  with the exception of the deferred gain recognition and the
gain  on the  sale of the  building,  are  nonrecurring  and  generally  are not
significant to pretax earnings.

     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 $60  million at January 31,  2006,  which is  comparable  to working
capital at April 30,  2005.  Included in working  capital at January 31, 2006 is
$26.3 million of cash, cash equivalents and marketable securities. The Company's
current ratio at January 31, 2006 is 8.3 to 1.

     For the nine months ended  January 31, 2006,  the Company used $1.8 million
in  cash  from  operating  activities  compared  to  $3.8  million  provided  by
operations in the comparable fiscal year 2005 period. This significant  decrease
in cash flows is due  primarily  to the first  quarter  payment of income  taxes
related to the  investment  gains  realized in the prior  fiscal year as well as
increases in the value of the Company's accounts receivable and inventory.  Cash
flow from operations for the second and third quarters of fiscal year 2006 was a
positive $2.9  million.  For the full fiscal year 2006,  the Company  expects to
generate positive cash flow from operating activities.

     Net cash used in investing activities for the nine months ended January 31,
2006, was $63,000  compared to a use of cash of $3.4 million for the same period
of fiscal year 2005. The principal  source of cash was the sale or redemption of
certain  marketable  securities  aggregating  $1.3 million,  net of purchases of
other  marketable  securities.  The  redemption  of  marketable  securities  was
primarily to pay the corporate  income taxes mentioned  above.  The Company also
acquired  capital  equipment for  approximately  $1.3  million.  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 2006 are expected to be less
than $2.0 million.  Internally  generated cash is adequate to acquire this level
of capital equipment.

     Net cash used in financing activities for the nine months ended January 31,
2006, was $689,000  compared to cash used in financing  activities in the amount
of $1.9 million during the comparable fiscal year 2005 period.  Included in both
fiscal periods is payment of the Company's  semiannual dividend in the amount of
$1.7 million. During the third quarter of fiscal year 2006, the Company obtained
$1.0 million from its line of credit compared to fiscal year 2005,  during which
the  Company  borrowed  funds and repaid  them  under  certain  short-term  debt
obligations resulting in a net cash outflow of $407,000.

     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  January  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 2006, 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  approximately  10%
of revenues to achieve its development goals.  Internally generated cash will be
adequate to fund these development efforts

     At January 31, 2006, the Company's  backlog amounted to  approximately  $42
million   compared  to  $31  million  at  April  30,  2005.   Of  this  backlog,
approximately 80% is realizable in the next twelve months.

      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.

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

      Contractual obligations
      -----------------------
     As of January 31, 2006                         (in thousands)
<TABLE>
<CAPTION>
                                            Less than   1 to 3     3 to 5   More than
  Contractual Obligations         Total      1 Year      Years      Years    5 Years
  -----------------------         ------    --------    ------     ------    -------
  <S>                             <C>        <C>        <C>        <C>        <C>
  Operating Lease Obligations     $1,509     $  672     $  837          0          0
  Deferred Compensation            8,020*       901      1,197     $1,197     $4,725
                                  -------    ------     ------     ------     ------
  Total                           $9,529     $1,573     $2,034     $1,197     $4,725
                                  ======     ======     ======     ======     ======
</TABLE>

     *Deferred  Compensation liability reflects payments due to current retirees
receiving  benefits.  The  amount  of  $4,725  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.


                                     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 $22.1 million and $20,000, respectively, at
January 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
January  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 January 31, 2006, the amount
related to foreign currency exchange rates is a $3,398,000  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.

                                     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 in recording, processing, summarizing and reporting, on
a timely  basis,  information  required  to be  disclosed  by the Company in the
reports that it files or submits under the Exchange Act.

<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     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, 2, 3, 4 and 5 are omitted because they are not applicable.

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: March 17, 2006                       BY   /s/   Alan Miller
                                             ---------------------------
                                                   Alan Miller
                                                   Chief Financial Officer
                                                   and Controller




<PAGE>


                                                                    Exhibit 31.1

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

Certification of CEO

I, Martin B. Bloch, Chief Executive Officer, 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                                      March 17, 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, Chief Financial Officer, 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                                      March 17, 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 January 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                                       March 17, 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 January 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                                           March 17, 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.