SECURITIES AND EXCHANGE COMMISSION
     
                           Washington, D.C. 20549
     
     
     
     
     
                                   FORM 8-K
     
                                CURRENT REPORT
     
     
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
     
     
     
      Date of Report (Date of Earliest Event Reported): March 24, 1997
     
     
     
                           FREQUENCY ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)
     
     
     
            Delaware                   0-8061             11-1986657
   (State or other jurisdiction      (Commission       (I.R.S. Employer
     of incorporation)               File Number)     Identification No.)
     
     
     55 Charles Lindbergh Blvd., Mitchel Field, NY           11553
        (Address of principal executive offices)           (Zip Code)
     
     
                                  (516) 794-4500
               (Registrant's telephone number, including area code)
     
     
                                         None
               (Former name, former address and former fiscal year,
                           if changed since last report)
     
     
     
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           ITEM 5.   OTHER EVENTS
     
                On March 24, 1997, the board of directors of registrant
          adopted a policy for payment of cash dividends and declared a
          cash dividend. 
     
                Registrant's cash dividend policy calls for the following:
        
                a.   Payment of cash dividends to holders of the common
          stock of the corporation, subject to the discretion and
          satisfaction of registrant's board of directors with
          registrants's financial condition, the results of its operations,
          and its prospects for future investments in growth, at the times
          of the declarations of all such dividends; and
     
                b.   The declaration and payment of such cash dividends to
          be semi-annual, subject to the discretion and satisfaction of the
          board as aforesaid, to be paid on each of June 1 and December 1
          to shareholders of record, respectively, at the close of business
          on April 30 and October 31.
     
                Registrant's declaration of a cash dividend is in the
          per share amount of $0.15 on the common stock of the registrant, 
          payable on June 1, 1997 to stockholders of record of such stock
          at the close of business on April 30, 1997.  
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     






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                                    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 hereunto duly authorized.
     
                                   FREQUENCY ELECTRONICS, INC.
     
     
     
                                   By  /s/ Joseph P. Franklin     
                                       JOSEPH P. FRANKLIN, Chairman
                                        of the Board of Directors
     
     
     Dated:    April 7, 1997
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
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