FREQUENCY ELECTRONICS, INC.
                         55 Charles Lindbergh Boulevard
                          Mitchel Field, New York 11553

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                October 14, 1997

To the Stockholders:

      NOTICE  IS  HEREBY  GIVEN  that the  Annual  Meeting  of  Stockholders  of
Frequency  Electronics,  Inc.  will be held at the  offices of the  Company,  55
Charles Lindbergh Boulevard, Mitchel Field, New York, on the 14th day of October
1997, at 10:00 A.M., Eastern Daylight Savings Time, for the following purposes:

      1. To elect five (5)  directors to serve until the next Annual  Meeting of
Stockholders and until their  respective  successors shall have been elected and
shall have qualified;

      2. To consider and act upon ratifying the appointment of Coopers & Lybrand
as independent auditors for the fiscal year commencing May 1, 1997.

      3. To transact such other business as may properly come before the meeting
 or any adjournment or adjournments thereof.

      The transfer books will not be closed.  Only stockholders of record as  of
the close of business on August 25, 1997 are entitled to notice of, and to  vote
at, the meeting.

                       By order of the Board of Directors

                                    MARK HECHLER,
                                  Acting Secretary


Mitchel Field, New York
August 28, 1997

       If you do not expect to be present at the  meeting,  please fill in, date
and sign the enclosed  Proxy and return same promptly in the  enclosed,  stamped
envelope.






                           FREQUENCY ELECTRONICS, INC.
                         55 Charles Lindbergh Boulevard
                          Mitchel Field, New York 11553

                                 PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS

                                OCTOBER 14, 1997

       The  accompanying  Proxy is  solicited  by and on  behalf of the board of
directors of Frequency  Electronics,  Inc., a Delaware corporation  (hereinafter
called the "Company"),  for use only at the Annual Meeting of Stockholders to be
held at the office of the  Company,  55  Charles  Lindbergh  Boulevard,  Mitchel
Field,  New York 11553, on the 14th day of October 1997, at 10:00 A.M.,  Eastern
Daylight Savings Time, or any adjournment or adjournments  thereof.  The Company
will mail this  Proxy  Statement  and the form of Proxy on or about  August  28,
1997.  Only  stockholders  of record as of the close of  business  on August 25,
1997, are entitled to notice of, and to vote at, the meeting.

       The Board may use the services of the Company's  directors,  officers and
other regular  employees to solicit  proxies  personally or by telephone and may
request  brokers,  fiduciaries,  custodians and nominees to send proxies,  proxy
statements and other  material to their  principals and reimburse them for their
out-of-pocket  expenses in so doing. The cost of solicitation of proxies,  which
it is estimated  will not exceed  $75,000,  will be borne by the  Company.  Each
proxy  executed  and  returned  by a  Stockholder  may be  revoked  at any  time
thereafter  by filing a later  dated  proxy or by  appearing  at the meeting and
voting except as to any matter or matters upon which,  prior to such revocation,
a vote shall have been cast pursuant to the  authority  conferred by such proxy.
Dissenters are not entitled by law to appraisal rights.

VOTING SECURITIES

       On August 20,  1997,  the Company  had  outstanding  5,076,588  shares of
common stock,  $1.00 par value  ("Common  Stock")  (excluding  929,712  treasury
shares),  each of which  entitled the holder to one vote. No shares of preferred
stock were  outstanding  as of such date. A quorum of  Stockholders,  present in
person or by proxy, is constituted by a majority of the outstanding shares.

       It is expected  that the  following  business  will be  considered at the
meeting and action taken thereon.

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

       It is proposed to elect a Board of five (5) directors  ("Director(s)") to
hold office until the next annual meeting of Stockholders  and their  respective
successors are elected and qualified.  Cumulative voting is not permitted. It is
intended that the  accompanying  form of Proxy will be voted for the re-election
of all  five of the  present  members  of the  Board,  each of  whose  principal
occupations  are set  forth  in the  following  table,  if no  direction  to the
contrary is given.  In the event that any such  nominee is unable or declines to
serve,  the Proxy may be voted for the election of another  person in his place.
The Board knows of no reason to  anticipate  that this will occur.  The nominees
are as follows:






Nominees for Election as Directors

                                                                 Year First
                                                                 Elected
Name                    Principal Occupation        Age          Director
- ----                    --------------------        ---          ----------

Joseph P. Franklin      Chief Executive Officer,     63            1990
(Major General,         Chairman of the Board
U.S.A. - Ret)           of Directors

Martin B. Bloch (1)     President ("on leave"),      61            1961
                        Chief Scientist and a
                        Director

Joel Girsky             President, Jaco              58            1986
                        Electronics,Inc. and a
                        Director

John C. Ho (2)          Director                     64            1968


Abraham Lazar (3)       Director ("on leave")        72            1968


       All directors hold office for a one-year period or until their successors
are elected and qualified.

       (1) At this time,  Martin Bloch has taken a voluntary leave of absence as
president  and is  attending  board  meetings  and acting  solely in an advisory
capacity.  He is not  participating  in any board decisions or board actions (by
vote,  written  consent  or  otherwise)  and  is  voluntarily   abstaining  from
participation   (except  when  called  upon  for  information)  from  any  board
discussion of corporate  policy or board  action.  Martin Bloch has been elected
President of FEI  Communications,  Inc., a subsidiary  of  Registrant,  which is
engaged in the manufacture and sale of time and frequency  control  products for
commercial and non-U.S. defense and space.

       (2) John Ho retired from his  position as Vice  President of Research and
Development  effective  May 1, 1997. He has been retained as a consultant to the
Company.

       (3) Also at this time,  Abraham Lazar is voluntarily  abstaining from any
further  attendance  at or  participation  in  board  meetings  or  other  board
activities.

       The  foregoing   restrictions  on  Messrs.   Bloch's  and  Lazar's  board
participation  will abide until the final  disposition  of the  Indictment as to
each  of  them  respectively  whereby,   depending  on  the  result,  they  will
respectively  either resign from or resume their original board  positions.  See
Item 3 - Legal Proceedings in the Company's Annual Report on Form 10-K.






BUSINESS EXPERIENCE OF DIRECTORS

       MARTIN B.  BLOCH,  age 61, has been a Director  of the Company and of its
predecessor  since 1961. In December  1993, he resigned as Chairman of the Board
of Directors  and Chief  Executive  Officer and is currently  its  President and
Chief  Scientist.  He has taken a voluntary  leave of absence as  president  and
neither performs any of the functions of, nor holds any of the  responsibilities
or  powers  of that  office.  Martin  Bloch has been  elected  President  of FEI
Communications,  Inc.,  a  subsidiary  of  Registrant,  which is  engaged in the
manufacture and sale of time and frequency  control  products for commercial and
non-U.S. defense and space. Previously,  he served as chief electronics engineer
of the Electronics Division of Bulova Watch Company.

       JOSEPH P. FRANKLIN, age 63, has served as a Director of the Company since
March 1990. In December 1993, he was elected  Chairman of the Board of Directors
and Chief Executive Officer. He has been the chief executive officer of Franklin
S.A.,  since August  1987,  a Spanish  business  consulting  company  located in
Madrid,  Spain,  specializing in joint  ventures,  and was a director of several
prominent Spanish companies.  General Franklin was a Major General in the United
States Army until he retired in July 1987.

       JOEL  GIRSKY,  age 58,  has  served as a Director  of the  Company  since
October  1986. He is the  President  and a director of Jaco  Electronics,  Inc.,
which is in the business of distributing  electronics  components and has served
in such a  capacity  for over six years.  He has been a  director  since 1983 of
Nastech  Pharmaceuticals  Company which  manufactures  and  distributes  certain
drugs.

       JOHN C. HO, age 64, was employed by the Company and its  predecessor from
1961 until his retirement effective May 1, 1997.  Mr. Ho served as a Vice Presi-
dent since 1963 and as a Director since 1968.  Prior to joining the Company, Mr.
Ho held various engineering positions with International Telephone and Telegraph
Company and Bulova Watch Company.   Mr. Ho continues  to serve  the Company as a
consultant.

       ABRAHAM  LAZAR,  age 72, was employed by the Company and its  predecessor
from 1965 to 1986,  serving as Executive  Vice  President from 1966 to 1986, and
from 1987 to 1989.  He has been a Director  since  1968.  He was  employed  as a
consultant from 1986 to 1987. Mr. Lazar retired in 1990. At this time, Mr. Lazar
is voluntarily  abstaining from any further  attendance at or  participation  in
board meetings or other board activities.

       No  Director  or  executive  officer or any  associate  of a Director  or
executive  officer is an adverse party in litigation  with the Company or any of
its subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.

Vote Required

       In order for Proposal No. 1 respecting the election of five (5) directors
to be adopted,  the holders of at least a plurality of the shares represented at
the Annual Meeting, must vote for such adoption in person or by proxy.

      THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.






                                 PROPOSAL NO. 2

                       APPOINTMENT OF INDEPENDENT AUDITORS

       The  Board  has  appointed  the firm of  Coopers  &  Lybrand  L.L.P.,  as
independent  auditors for the fiscal year  commencing May 1, 1997.  Stockholders
are requested to signify their approval or disapproval of the appointment.

       It is anticipated that a representative of Coopers & Lybrand L.L.P.,  the
principal  auditors of the Company for the current year,  will be present at the
meeting.  Such  representative will be given the opportunity to make a statement
and will be available to respond to appropriate questions.

Vote Required

       An affirmation  vote by the holders of a majority of the Company's shares
present or  represented  by proxy at the  Annual  Meeting  is  required  for the
ratification of Coopers & Lybrand L.L.P. as the Company's  independent  auditors
for the 1998 fiscal year.

      THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.


                                 PROPOSAL NO. 3

                                 OTHER BUSINESS

       As of the date of this Proxy Statement, the only business which the Board
intends to present  and knows  that  others  will  present  at the  meeting  are
hereinabove  set forth.  If any other  matter or matters  are  properly  brought
before the  meeting or any  adjournments  thereof,  it is the  intention  of the
persons  named in the  accompanying  form of  Proxy  to vote  the  Proxy on such
matters in accordance with their judgment.



                            PROPOSALS OF STOCKHOLDERS

       Proposals  of  stockholders  intended to be  presented at the next annual
meeting of  Stockholders  of the  Company  must be  received  by the Company for
inclusion in its Proxy  Statement and form of Proxy  relating to that meeting by
May 1, 1998.





STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

       The  following  table  sets  forth as of  August  20,  1997,  information
concerning  the beneficial  ownership of the Company's  Common Stock by (i) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
Company's  Common Stock,  (ii) each of the Company's  directors and nominees for
director,  (iii) the Company's  chief  executive  officer and the Company's four
most highly  compensated other executive  officers who were serving as executive
officers at the end of the last  completed  fiscal year,  and (iv) all directors
and officers of the Company as a group:






 Name and Address of                 Amount and Nature of
Beneficial Holder                    Beneficial Ownership    Percent of Class
- ----------------------------         --------------------    ----------------
Frequency Electronics, Inc.,
Employee Stock Ownership Plan (1)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                   572,824                 11.28

Martin B. Bloch (2)(3)(5)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                   582,473                 11.53

John C. Ho (3)(5)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                    55,809                  1.10

Abraham Lazar (3)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                     6,000                    *

E. John Rosenwald, Jr
c/o The Bear Stearns Companies Inc.
245 Park Avenue
New York, NY 10167                          7,500                    *

Joel Girsky
c/o Jaco Electronics, Inc.
145 Oser Avenue
Hauppauge, NY 11788                            -0-                   *

Joseph P. Franklin (3)(4)(5)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                    91,043                  1.80

Alfred Vulcan (3)(5)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                    23,971                    *

Mark Hechler (3)(5)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                    48,639                    *

Marvin Meirs (3)(5)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                    15,822                    *

All executive officers
and directors as a group (12
persons) (3)(5)                           924,359                 18.29

*designates less than one (1%) percent.







Notes:

(1)  Includes  492,094  shares of stock  held by the  F.E.I.  ESOP Trust for the
Company's  Employee  Stock  Ownership  Plan,  277,608 of which  shares have been
allocated to the individual  accounts of employees of the Company (including the
Named  Officers) and 214,486 of which shares have not yet been  allocated;  also
includes  80,730 shares held by the Trust under the Stock Bonus Plan  (converted
by amendment to the Employee Stock Ownership Plan as of January 1, 1990).

(2) Includes  100,000 shares issuable on the full exercise of options granted to
Mr. Bloch on March 27, 1991 under the Senior ESOP,  as that term is  hereinafter
defined. All of these options were, by their terms, exercisable upon issuance at
an exercise  price of $5 (see the  discussion of the Senior ESOP included in the
Compensation Committee Report, below).

(3) Includes the number of shares which,  as at August 20, 1997,  were deemed to
be  beneficially  owned by the persons named below,  by way of their  respective
rights to acquire  beneficial  ownership of such shares  within 60 days through,
(i) the  exercise  of  options;  (ii)  the  automatic  termination  of a  trust,
discretionary  account,  or  similar  arrangement;  or (iii) by  reason  of such
person's  having sole or shared  voting  powers over such shares.  The following
table sets forth for each person  named below the total  number of shares  which
may be so  deemed  to be  beneficially  owned  by him  and  the  nature  of such
beneficial ownership.


                    Stock Bonus
    Name            Plan Shares       ESOP Shares       ISOP Shares
                        (a)               (b)
    ----            -----------       -----------       -----------

Martin B. Bloch        14,877            2,335               -0-

John C. Ho              9,974            2,335            15,500

Abraham Lazar             -0-              -0-             6,000

Alfred Vulcan           1,021            1,950            11,000

Mark Hechler            1,804            2,335            34,500

Marvin Meirs              987            2,335             2,500

All Directors and
Officers as a Group    29,181           19,338           125,964
(12 persons)



(a) Includes all shares  allocated  under the Company's Stock Bonus Plan ("Bonus
    Plan") to the respective  accounts of the named persons,  ownership of which
    shares  is fully  vested in each  such  person.  No Bonus  Plan  shares  are
    distributable  to the  respective  vested  owners  thereof until after their
    termination of employment with the Company.  As of January 1, 1990 the Bonus
    Plan was amended to an "Employee  Stock  Ownership Plan" (see the discussion
    of the Employee Stock Ownership Plan contained in the Compensation Committee
    Report, below, see also footnote (b) to the table).

(b) Includes all shares  allocated under the Company's  Employee Stock Ownership
    Plan ("ESOP") to the respective accounts of the named persons,  ownership of
    which shares was fully vested in each such person as at April 30, 1997. None
    of the ESOP shares are distributable to the respective vested owners thereof
    until after their  termination  of  employment  with the  Company.  Upon the
    allocation  of shares to an employee's  ESOP account,  such employee has the
    right to direct the ESOP  trustees in the  exercise of the voting  rights of
    such  shares  (see  the  discussion  of  the  ESOP  included  below  in  the
    Compensation Committee Report).


(4) Includes  25,000 shares  issuable on the full exercise of options granted to
General  Franklin  on December  6, 1993 under the Senior  ESOP,  as that term is
hereinafter defined.

(5) Includes  shares granted to the officers of the Company  pursuant to a stock
purchase agreement in connection with the Restricted Stock Plan:

                            
                  Name                       Restricted
                                               Stock
               -----------                   ----------
             Martin B. Bloch                   10,000
       
             Joseph P. Franklin                10,000
       
             John C. Ho                        10,000
          
             Alfred Vulcan                     10,000
       
             Mark Hechler                      10,000
       
             Marvin Meirs                      10,000
       
             All Officers as a Group           75,000
             (9 persons)
       


       There are no beneficial owners known to the Company who have the right to
acquire further beneficial ownership, except as indicated above.

Compliance with Section 16(a) of the Exchange Act

       Any person who is an officer, director, or the beneficial owner, directly
or indirectly,  of more than 10% of the outstanding  common stock of the Company
is required  under  Section  16(a) of the  Securities  Exchange Act of 1934,  as
amended (the  "Exchange  Act") to file certain  reports with the  Securities and
Exchange  Commission  (the  "Commission")  disclosing  his  or her  holdings  or
transactions in any securities of the Company.  For purposes of this discussion,
all such persons required to file such reports will be referred to as "Reporting
Persons".  Every Reporting  Person must file an initial  statement of his or her
beneficial  ownership of the  Company's  securities on the  Commission's  Form 3
within ten days after he or she becomes a  Reporting  Person.  Thereafter  (with
certain  limited  exceptions),  all changes in a Reporting  Person's  beneficial
ownership of the Company's  securities must be reported on the Commission's Form
4 on or before  the 10th day after  the end of the  month in which  such  change
occurred.  The Company knows of no person who was a Reporting  Person during the
fiscal  year ended April 30, 1997 or during the  current  fiscal  year,  who has
failed to file any reports  required to be filed on Forms 3 or 4 with respect to
his or her  holdings  or  transactions  in the  Company's  securities  since the
Company became publicly-held in 1982.

Certain Information as to Committees and Meetings of the Board of Directors

       During the past fiscal year,  four meetings of the Board were held.  Each
incumbent  Director attended all meetings of the Board except for Mr. Girsky who
attended  three  meetings  and Mr.  Lazar  who is  voluntarily  abstaining  from
attendance.

       In December 1983, the Board  appointed an Audit Committee which presently
consists of two  Directors,  Messrs.  Girsky and  Franklin.  The function of the
Audit  Committee is to insure the  integrity  and  credibility  of the Company's
financial  information  system and the  published  reports  flowing  out of that
system. The Audit Committee held one meeting during the last fiscal year.

       The Compensation  Committee,  which presently  consists of two Directors,
Messrs.  Girsky and Franklin met one time in 1997. The committee determines cash
remuneration  arrangements  for the highest  paid  executives  and  oversees the
Company's stock option, bonus and other incentive compensation plans. The report
of the Compensation Committee appears on page 9 of this proxy statement.

       During   fiscal  1994,  a  Stock  Option   Committee   was  formed  which
consolidated  all of the separate  committees that previously  administered  the
various  plans.  The Stock  Option  Committee is designed to include all outside
directors. Presently the members are Messrs. Girsky and Franklin.


                             EXECUTIVE COMPENSATION

Compensation Committee Report on Executive Compensation

Overall Policy

       The members of the Compensation Committee include Messrs. Joel Girsky and
Joseph P. Franklin.   The Committee reviews and,  with any changes  it  believes
appropriate, approves the Company's executive compensation.

       The general  goals of the  Compensation  Committee  are to: (i)  attract,
motivate, and retain effective and highly qualified executives;  (ii) strengthen
the common  interests of management and  shareholders  through  executive  stock
ownership;  (iii) promote the Company's long and short term strategic  goals and
human resource strategies;  (iv) recognize and award individual contributions to
the Company's performance, and; (v) reflect compensation practices of comparable
companies.

       To achieve the foregoing goals, the Compensation Committee has structured
a  comprehensive  compensation  program  aimed at:  (i)  compensating  executive
officers on an annual basis with a cash salary at a level  sufficient  to retain
and motivate them and to recognize and award  individual  merit;  (ii) linking a
portion of executive  compensation  to long-term  appreciation  of the Company's
stock price by encouraging  executive  ownership of the Company's  stock through
awards of shares  of the  Company's  stock and  grants of  options  to  purchase
Company stock, and; (iii) providing incentives to achieve corporate  performance
goals by  rewarding  contributions  to the  Company's  performance  through cash
bonuses keyed to operating profit levels. These policies are implemented through
a reward  system which  includes  base salary and long and short term  incentive
compensation opportunities consisting of the following:

Base Salaries

       The Committee annually reviews the base salaries of the CEO and all other
executive officers of the Company. The Compensation  Committee believes that the
Company's executive officers,  including those shown in the Summary Compensation
Table on page 14 (the "Named  Officers")  have been largely  responsible for the
Company's past successes,  for developing and implementing the Company's program
of  consolidating  and  restructuring  operations  to achieve  significant  cost
reductions and production and  engineering  improvements,  and for achieving and
maintaining the Company's  position at the forefront of technical  innovation in
the area of the  Company's  operations.  A base  salary  for each  executive  is
determined on the basis of such factors as: levels of responsibility; experience
and  expertise;  evaluations  of individual  performance;  contributions  to the
overall  performance  of the  Company;  time and  experience  with the  Company;
internal  compensation equity;  external pay practices for comparable companies,
and; existing base salary relative to position value.

       In determining a base salary for Mr. Bloch,  the  Compensation  Committee
took into account base  salaries for senior  officers at companies of comparable
size and complexity,  both public and private,  as well as its assessment of Mr.
Bloch's  individual  performance,  and his  contribution  to the Company's  past
growth and accomplishments as well as contributions which it is anticipated will
be made by Mr. Bloch in the future. In this regard, the Committee recognized Mr.
Bloch's   untiring   efforts  in   developing   new,   non-military   technology
applications,  markets and marketing  programs which the Committee believes will
continue to help position the Company to compete more  effectively in commercial
as well as military markets.  The Committee noted that in fiscal 1997,  revenues
had increased by 11% and operating profit more than doubled from the fiscal 1996
level.  In fiscal 1996  revenues had  increased by 4% over fiscal 1995 and, more
significantly,  an operating profit had been realized for the first time in four
years. Continuing investment in research and development for commercial products
under Mr.  Bloch's  leadership was  highlighted as the principle  reason for the
marked  improvement in the results for the most recent two year's.  It should be
noted that the base salary for Mr.  Bloch was  determined  at a time when he was
the chief executive  officer and whose  resignation as such in December 1993 was
wholly unanticipated. However, the members of the Compensation Committee did not
believe that this change in his  managerial  status had reduced the value of his
overall  contribution to the Company because the consequent  reallocation of his
time had resulted in at least comparable value to the Company.

       Upon the election of General  Franklin to the position of Chairman of the
Board of Directors and Chief Executive Officer the factors noted above were also
taken  into  consideration  in  awarding  his  base  salary.  Based  on  General
Franklin's  special  qualifications,   the  responsibilities  involved  and  the
compensation  of  comparable  positions  in the  industry  and the  region,  the
non-employee  members of the  Compensation  Committee  awarded a base  salary of
$250,000.


       Effective  August 1, 1994,  General  Franklin and Mr.  Bloch  voluntarily
reduced their base salaries to $225,000 and  $292,000,  respectively.  Effective
August 1, 1995,  General Franklin and Mr. Bloch  voluntarily  reduced their base
salaries to $202,500 and $263,500,  respectively,  and the salaries of all other
officers were reduced by 10%.

       The  non-employee  members  of the  Committee  took note of these  salary
reductions in approving the awards of incentive  bonuses to the senior  officers
of the Company based on the Company's  fiscal 1997 performance and the incentive
compensation plans described below.

Short Term Incentives

       The Company  maintains two short term incentive  bonus plans,  the Income
Pool Incentive  Compensation Plan ("IPICP") and the Presidential  Incentive Plan
("PIP").  They are designed to create incentives for superior performance and to
allow the Company's executive officers to share in the success of the Company by
rewarding the  contributions of individual  officers.  The availability of funds
for  distribution  under these plans is dependent  upon the  performance  of the
Company  as a whole.  Focused  on short term or annual  business  results,  they
enable the Company to award designated executives with annual cash bonuses based
on their  contributions  to the  profits of their  particular  divisions  of the
Company.

The Income Pool Incentive Compensation Plan

       The IPICP  authorizes the  establishment of an income pool based upon the
"Operating  Profits" of the Company.  Operating  Profits are defined as follows:
net sales  minus  cost of sales  and  selling  and  administrative  expenses  in
accordance with Generally Accepted Accounting  Principles  consistently applied.
The  amount  of  income  pool  available  for  distribution  under  the IPICP is
calculated in accordance  with the  following  formula:  the amount of Operating
Profit  divided by  1,000,000,  squared,  and  multiplied  by $20,000  (provided
however that the income pool may not exceed 12% of Operating  Profits).  Persons
eligible to receive cash awards under the IPICP include the Executive Committee,
excluding the CEO, and any other  employee who is  recommended by such Executive
Committee  and  approved by the CEO.  All of the  Company's  executive  officers
including all of the Named Officers  comprise the Executive  Committee.  For any
fiscal year when there are funds  available  for  distribution  under this plan,
General  Franklin  determines the amount to be awarded to each of the members of
the Executive Committee.  The members of such committee may recommend to General
Franklin, for his approval,  designated individuals, who are not members of such
committee,  to share in such  distribution.  Under the  terms of the  plan,  the
entire  income  pool  is not  required  to be  distributed  each  year  and  any
undistributed  portions of such pool are not carried  forward to future periods.
The recipients of cash bonuses under the IPICP,  and the amount of such bonuses,
are approved by General  Franklin,  based upon an evaluation of the performance,
level of responsibility  and leadership of the individual  executive in relation
to the Company's  operating  results.  For the fiscal years ended April 30, 1997
and 1996, the Company accrued approximately $340,000 and $75,000,  respectively,
to be  distributed  under the terms of the IPICP.  During the fiscal  year ended
April 30, 1995, there were no operating profits and, as a consequence,  no funds
were available for awards under this plan during that year.

The Presidential Incentive Plan

       The PIP is designed to provide the president with incentive  compensation
by way of annual cash payments based upon the Company's  earnings  before income
taxes.  Funds are made  available to the PIP based upon the  following  formula:
consolidated  pre-tax profits divided by 1,000,000,  squared,  and multiplied by
$5,000.  For the years ended  April 30,  1997 and 1996,  the Company has accrued
approximately  $160,000  and $50,000,  respectively,  to be used as awards under
this plan. For the year ended April 30, 1995, the Company had no earnings before
taxes and therefore no award was made under this plan.

Long Term Incentives

       As part of its comprehensive  compensation  program, the Company stresses
long-term  incentives  through  awards of shares of its common  stock  under the
Employee Stock Ownership Plan, described below, and through the grant of options
to purchase  common stock through  various  Incentive  Stock Option Plans,  also
described  below.  Grants  and  awards are aimed at  attracting  new  personnel,
recognizing  and rewarding  current  executive  officers for special  individual
accomplishments,  and  retaining  high-performing  officers and key employees by
linking financial benefit to the performance of the Company (as reflected in the
market price of the Company's common stock) and to continued employment with the
Company.  The number of shares granted to executive officers under the Company's
ESOP is  determined on a pro-rata  basis,  as described  below.  Grants of stock
options are  generally  determined  on an  individual-by-individual  basis.  The
factors  considered are the  individual's  performance  rating and potential for
contributing  to the  Company's  future  growth,  the  number  of stock  options
previously granted to the individual and the Company's financial and operational
performance.


The Employee Stock Ownership Plan and Trust

       The Employee  Stock  Ownership Plan ("ESOP") is maintained by the Company
for all of its employees including its executive officers. The ultimate value of
any awards of stock made under this plan is  dependent  upon the market value of
the  Company's  common stock at such time as the shares are  distributed  to the
recipients.  The Compensation Committee believes that awards of stock under this
plan provide employees with a long-term focus since distribution of the stock is
not made until after  termination of employment and is forfeitable until certain
lapse  of  time  and  continued  employment  criteria  are  met.  The  ESOP  was
established  as of  January  1, 1990  through  the  amendment  of the  Company's
previously  existing  Stock Bonus Plan and was funded at inception  with 714,000
shares of the  Company's  common  stock  (the  "ESOP  Shares")  to be  allocated
annually to the employees of the Company over a period of ten years. Allocations
are  made  under  the  ESOP to each  employee's  account  in  proportion  to the
percentage  which such person's annual base salary bears to the aggregate annual
compensation  of all members during the fiscal year for which the allocation was
made,  provided  however that not more than $48,000 in annual  salary is counted
towards  any  employee's  percentage  participation.  The  Company's  executives
therefore  cannot  benefit under this plan to any extent  greater than any other
employee of the Company who earns an annual salary of $48,000 or more.

       An  employee's  right to receive  shares  allocated to his account is 20%
vested after  completion of three years of employment  with yearly  increases in
the percentage  vested until after seven years of  employment,  at which time an
employee's  right to receive 100% of the shares  allocated to his or her account
is vested.  Determination  of the vesting period is made in accordance  with the
employee's  years of  employment  with the  Company and not from the time of any
particular  allocation  of  shares  to his  account.  Accordingly,  the right to
receive all shares allocated to an employee at any time after he or she has been
employed by the Company for seven or more years,  is fully vested at the time of
such  allocation.  As of April  30,1997,  each of the Named  Officers,  with the
exception  of  General  Franklin,  have more then seven  years of  service  and,
therefore,  have the vested  right to receive  100% of the shares  allocated  to
their respective accounts.

       All ESOP Shares,  whether or not allocated to an employee's account,  are
held in trust by the trustees who administer the ESOP until  distribution to the
respective  employee.  ESOP Shares are  distributed  only after  termination  of
employment with the Company.  Voting of allocated shares is by the ESOP trustees
at the  direction  of the  employees  in  proportion  to the  number  of  shares
allocated in their respective accounts.

       As of April 30, 1997,  two thousand  three  hundred  thirty-five  (2,335)
shares were  allocated  to the account of each of the Named  Officers  (with the
exception of General  Franklin who has 1,043 shares  allocated to his  account).
The dollar value of such shares,  as at the date of  allocation,  is included in
the  Summary  Compensation  Table.  Awards  under  this plan are not tied to any
performance criteria other than those relating to percentage of aggregate annual
compensation  of all members,  lapse of time, and continued  employment with the
Company.

The Incentive Stock Option Plans

       Grants of stock options are an integral  part of the Company's  long-term
incentive   compensation  program.  The  Compensation  Committee  believes  that
ownership of options to purchase the Company's  stock helps  executives view the
Company  and  its  operations  and  achievements   from  the  perspective  of  a
stockholder  with an equity stake in the  business.  All options  granted to the
Company's  executives have exercise prices equal to the fair market value of the
Company's  common stock on the date of grant.  The value to an executive of such
options is,  therefore,  tied to the future market value of the Company's  stock
since he or she will benefit from such options only when the market price of the
stock increases above the exercise price of the option.  Moreover any benefit to
an option  holder is limited to the extent that all  stockholders  benefit  from
such  increase  in the market  value of the stock.  In addition  options  become
exercisable  only  after  one year from  grant  and then only in 25%  cumulative
increments  annually.  The Compensation  Committee  believes that this staggered
approach to  exercisability  provides an  incentive  to  executives  to increase
shareholder  value  over the long term  since the full  benefit  of the  options
cannot be  realized  unless  stock  price  appreciation  occurs over a number of
years.


       Under the terms of the ISOPs, eligible employees could be granted options
to purchase shares of the Company's common stock. Under the terms of each of the
ISOPs,  all options granted  thereunder are mandated to have a term of ten years
and an exercise price equal to the market price of the Company's common stock on
the date of grant,  and to be exercisable,  commencing one year from the date of
grant, at a cumulative rate of: 25% of the total shares subject to the option in
the  second  year;  50% of the total  shares  subject to the option in the third
year; 75% of the total shares subject to the option in the fourth year, and; the
remainder of the total shares subject to option in the fifth year.

       The  President  (or,  in  his  absence,  the  Chairman  of the  Board  of
Directors) and the Stock Option  Committee each have full authority to determine
awards of stock options to individuals. The President,  Chairman, and members of
the Committee will recuse themselves from considering and approving awards where
they are personally  involved.  In the case where the President or Chairman have
made awards,  the Stock Option  Committee  will be informed each time awards are
made.

The Senior Executive Stock Option Plan

       The Company  established  a Senior  Executive  Stock  Option Plan in 1987
("Senior  ESOP") for the  President or Chairman of the Board of Directors of the
Company or of any  subsidiary of the Company which  produces gross sales for two
consecutive fiscal years in excess of $30,000,000. The Senior ESOP provides that
eligible employees may be granted options to purchase shares of the Common Stock
of the Company, exercisable after one year of continuous employment from date of
grant.  The option price must be at least fair market value on the date of grant
of the option.  The Stock Option  Committee  administers the Senior ESOP and has
the  discretion to determine  which  eligible  employees  shall be granted stock
options and the number of shares subject to such options.  General  Franklin and
Mr.
Bloch have received grants of options under this plan.

The Restricted Stock Plan

       The Company  maintains a Restricted  Stock Plan which it  established  in
1989 (the "Restricted Stock Plan") for key employees (including all officers and
directors who are employees).  The Restricted  Stock Plan provides that eligible
employees  ("Participants")  may enter into restricted stock purchase agreements
to  purchase  shares of the  Common  Stock of the  Company,  subject  to various
forfeiture  restrictions  ("Restricted  Stock").  A total of  250,000  shares of
Common Stock were made available for purchase  under the Restricted  Stock Plan.
The  Compensation  Committee  has the  authority to determine  (i) those who may
purchase  Restricted Stock, (ii) the time or times at which Restricted Stock may
be  purchased,  (iii) the  number of shares  of  Restricted  Stock  which may be
purchased,  (iv) the duration of the  restrictions on the Restricted  Stock, (v)
the manner and type of restrictions to be imposed on the Restricted  Stock,  and
(vi) the purchase  price to be paid for the  Restricted  Stock  (which  purchase
price may not be less than the $1 per share par value of the Common Stock on the
date the Restricted Stock is purchased),  and (vii) the method of payment of the
purchase price.  During fiscal 1996, the Stock Option  Committee  authorized the
grant of an aggregate of 75,000 shares of  Restricted  Stock to the nine Company
Officers at an option price of $6.00 per share.  The Stock Option  Committee did
not  authorize  any persons to purchase any shares under this plan during fiscal
1997 or 1995.

Supplemental Separation Benefits

       During  1996,  the  Company  agreed to  provide  supplemental  separation
benefits to certain executive officers.  Under the agreement,  in the event of a
change in control or ownership of part or all of the Company which gives rise to
discharge  of any  officer  without  cause and such  officer is not  offered the
opportunity to be hired by the new or successor  management or company within 30
days at no less than the base salary earned before  discharge  then such officer
will  receive  supplemental  severance  pay equal to one month's base salary for
each year of service at the Company up to a maximum of 15 months.


E. John Rosenwald, Jr.
Joel Girsky
Joseph P. Franklin

Members of the Compensation Committee





                           SUMMARY COMPENSATION TABLE

       The following table sets forth certain information regarding compensation
paid or accrued  during each of the Company's  last three fiscal years to all of
the Company's Chief Executive Officers and each of the Company's four other most
highly  compensated  executive  officers  (collectively,  the  "Named  Executive
Officers") based on salary and bonus earned in 1997.



                                Annual Compensation          Long Term
                                                        Compensation Awards
                                ------------------     ---------------------
                                                       $Value of   
                                                       Restricted
Name and Principle                                      Stock
Position                 Year    Salary     Bonus       Awards(6)    Options
- ---------------------    ----   --------   -------     ----------    -------
Martin B. Bloch,         1997   $295,062   $88,000      $6,936           -0-
President,               1996    309,621    67,250       2,971       10,000 (7)
Chief Scientist (1)      1995    327,559        -0-      1,836           -0-

Joseph P. Franklin       1997    222,041    42,500       6,936           -0-
Chairman of the          1996    220,236    27,500       2,964       10,000 (7)
Board, C.E.O. (2)        1995    240,935        -0-         -0-          -0-

Leonard Martire, Vice    1997    137,740    27,000       6,936           -0-
President, Space         1996    132,949    12,000       2,971        5,000 (7)
Systems and Business     1995    129,211        -0-      1,836           -0-
Development (3)

John C. Ho, Vice         1997    126,200    40,000       6,936           -0-
President, Research      1996    129,700    22,500       2,971       10,000 (7)
and Development (4)      1995    121,289        -0-      1,836           -0-
(retired 5/1/97)

Marvin Meirs             1997    119,156    40,000       6,936           -0-
Vice President,          1996    121,335    22,500       2,971       10,000 (7)
Engineering (5)          1995    126,386        -0-      1,836           -0-


Notes:

         (1) For the fiscal  years  ended  April 30,  1997,  1996 and 1995,  the
salary shown for Mr. Bloch includes aggregates of $21,687, $26,683, and $13,808,
respectively,  for: (i) automobile allowance; (ii) insurance premiums to provide
term life insurance  benefits  (available to all  employees);  (iii) the cost of
medical  insurance  (available to all employees);  and (iv) the costs of medical
reimbursements available to officers. Effective August 1, 1994, Mr. Bloch's base
salary of $325,000 was reduced to $292,500 and on August 1, 1995, to $263,250.

         (2) For the fiscal  years  ended  April 30,  1997,  1996 and 1995,  the
salary shown for General Franklin includes an aggregate of $19,541,  $11,245 and
$9,204, respectively,  for: (i) automobile allowance; (ii) insurance premiums to
provide term life insurance benefits (available to all employees); and (iii) the
costs of medical reimbursements available to officers. Effective August 1, 1994,
General  Franklin's  base  salary of $250,000  was  reduced to $225,000  and, on
August 1, 1995, to $202,500.

         (3) For the fiscal  years  ended  April 30,  1997,  1996 and 1995,  the
salary  shown for Mr.  Martire  includes  aggregates  of $21,417,  $12,703,  and
$14,831, respectively, for: (i) automobile allowance; (ii) insurance premiums to
provide term life insurance  benefits  (available to all  employees);  (iii) the
cost of medical  insurance  (available to all employees);  and (iv) the costs of
medical reimbursements available to officers.


         (4) For the fiscal  years  ended  April 30,  1997,  1996 and 1995,  the
salary shown for Mr. Ho includes  aggregates  of $19,277,  $17,973,  and $7,068,
respectively,  for: (i) automobile allowance; (ii) insurance premiums to provide
term life insurance  benefits  (available to all  employees);  (iii) the cost of
medical  insurance  (available to all employees);  and (iv) the costs of medical
reimbursements available to officers.


         (5) For the fiscal  years  ended  April 30,  1997,  1996 and 1995,  the
salary shown for Mr. Meirs includes aggregates of $14,877,  $16,800, and $7,321,
respectively,  for: (i) automobile allowance; (ii) insurance premiums to provide
term life insurance  benefits  (available to all  employees);  (iii) the cost of
medical  insurance  (available to all employees);  and (iv) the costs of medical
reimbursements available to officers.

         (6)  Represents  the dollar  value,  as at the date of  allocation,  of
shares of common stock of the Company  allocated  under the  Company's  Employee
Stock  Ownership  Plan  ("ESOP") as at December  31, 1996,  1995,  and 1994 (the
"Grant   Dates"),   respectively.   Awards   made   under   the   ESOP  are  not
performance-based, but are awarded to all employees of the Company in proportion
to the  percentage  which their  annual  salary  bears to the  aggregate  annual
salaries of all eligible  employees of the  Company,  provided  however that not
more than $48,000 in annual salary is counted towards any employee's  percentage
participation.  Distribution of shares allocated to an employee's account is not
made until after termination of employment.  Five hundred  seventy-eight  (578),
four hundred sixty-six (466), and three hundred ninety-seven (397) shares of the
Company's  common stock were allocated to the ESOP accounts of each of the Named
Officers  (except  General  Franklin) as at December 31, 1996,  1995,  and 1994,
respectively.  In General Franklin's case, five hundred  seventy-eight (578) and
four hundred  sixty-five (465) shares were allocated to his ESOP account only at
December  31, 1996 and 1995,  respectively.  The market  price of the  Company's
common  stock as at each of the  foregoing  Grant Dates was $12 at December  31,
1996,  $6 3/8 at December  31,  1995,  and $4 5/8 at December  31, 1994 (see the
discussion  under the caption  "The  Employee  Stock  Ownership  Plan and Trust"
included in the Compensation Committee Report, above).

         (7)  Represents  shares  pursuant to a Stock Purchase  Agreement  dated
October 10, 1995 under the  Restricted  Stock Plan at a purchase  price of $6.00
per share.  (Refer to the  Restricted  Stock  Plan  discussion  included  in the
Compensation Committee Report above.)

Stock Options

The following  table sets forth the total number of unexercised  options held by
each of the  Named  Officers  as at April 30,  1997.  All of such  Options  have
exercise prices which were higher than the fair market value of the Common Stock
on April 30,  1995.  During  1997,  certain  officers  exercised an aggregate of
125,738  shares  of stock  previously  granted  to them  under  the terms of the
Incentive  Stock Option Plans.  No other options were granted to or exercised by
Named Officers during 1997.

                               NUMBER OF UNEXERCISED OPTIONS OUTSTANDING
                                            AT APRIL 30, 1997
                               -----------------------------------------
                                         NUMBER OF OPTION

                     NAME       EXERCISABLE   UNEXERCISABLE      TOTAL
           -----------------    -----------   -------------   ----------
           Martin B. Bloch       110,000                        110,000
     
           Joseph P. Franklin     35,000                         35,000
    
           Leonard Martire        34,900                         34,900
     
           John C. Ho             25,500          2,500          28,000
  
           Marvin Meirs           12,500          2,500          15,000
 



Long-Term Incentive Plans

       The Company does not maintain any  compensation  plans for its  executive
officers  or  directors  or  for  any  of  its  other  employees  which  provide
compensation  intended to serve as  incentive  for  performance  to occur over a
period  longer  than one fiscal year other than the  restricted  stock and stock
option plans discussed in the Compensation Committee Report, above. Awards under
these plans are shown in the Summary Compensation Table, above.

Pension Benefits

       The  Company  has no defined  benefit or  actuarial  retirement  plans in
effect. It has entered into certain Executive Incentive Compensation  Agreements
with key  employees  (including  some  officers)  providing  for the  payment of
benefits upon  retirement or death or upon the termination of employment not for
cause. The Company pays compensation benefits out of its working capital but has
also purchased whole life insurance (of which it is the sole beneficiary) on the
lives of certain of the  participants to cover the optional lump sum obligations
of the plan upon the death of the  participant.  The annual premiums paid during
fiscal 1997  approximated the increase in cash surrender value of such insurance
policies.  The annual  benefit  provided  under the  program in fiscal 1997 upon
retirement at age 65 or death is as follows: Martin B. Bloch - $100,000, Leonard
Martire - $40,000, John C. Ho - $50,000, and Marvin Meirs - $50,000. The benefit
described  above  is  payable  for ten  years  or the  life of the  participant,
whichever  is  longer.  Two years  after  retirement  or early  retirement,  the
participants can elect to receive the benefit, less benefits received during the
two-year  period,  in a  lump  sum  under  certain  conditions.  Upon  voluntary
termination  of  employment,  the  participant  would be  entitled to a lump sum
payment,  the  amount of which  would be based  upon the  value of the  dividend
accumulation for the year in which termination occurs, or upon discharge not for
cause,  the participant  would be entitled to a lump sum payment,  the amount of
which would be based upon the value of the dividend accumulation for the year in
which termination occurs plus one-half of the cash surrender value at the end of
such year. In conjunction  with the program,  the  participants  are required to
make  certain  covenants  with the Company  relating  to,  among  other  things,
nondisclosure of confidential  information,  noncompetition with the Company and
the providing of consulting services subsequent to retirement.


Performance Graph

       The following graph compares the cumulative total  shareholder  return on
the  common  stock  of the  Company  with the  cumulative  total  return  of the
companies listed in the Standards & Poors' 500 Stock Index (the "S&P Index") and
an industry  peer group index (the "Peer Group  Index").  The graph assumes that
$100 was invested on May 1, 1992 in each of the common stock of the Company, the
stock of the companies  comprising the S&P Index and the stocks of the companies
comprising the Peer Group Index, including the reinvestment of dividends through
April 30, 1997. The Peer Group Index consists of Alpha Industries,  Inc., Anaren
Microwave,  Inc.,  Aeroflex  Inc.,  Ball  Corp.,  Burr-Brown  Corp.,  California
Microwave,  Datum Inc., EDO Corp., Genrad Inc., Kollmorgen Corp., Odetics, Inc.,
Scientific Atlanta, Inc., and Trimble Navigation, Inc.


                     Cumulative Total Shareholder Return for
                      Five-Year Period Ended April 30, 1997

                                [GRAPHIC OMITTED]
Performance  Graph is Graphical  Material and is NOT  electronically  filed with
this submission. A paper copy of the graph is filed with Form SE.



Employment Contracts and Change-In-Arrangements

       None of the Named  Officers  are  employed  by the  Company  pursuant  to
employment agreements. As described in the Compensation Committee Report on page
13, the  Company  has  provided  supplemental  separation  benefits  for certain
executive  officers,  including the Named Officers,  in the event of a change in
control  or  ownership  of part or all of the  Company.  Such  benefits  will be
provided only if an officer is  discharged  without cause and is not offered the
opportunity to be hired by the new or successor  management or company within 30
days at no less than the base salary earned before  discharge.  The Company does
not  have  any  other  material  compensatory  plans  or  arrangements  with its
employees with respect to any  resignation,  retirement or other  termination of
such persons  employed with the Company  resulting from, or in any way connected
with, a change-in-control of the Company.

                                  ANNUAL REPORT

       A copy of the Company's  combined Annual Report and Form 10-K,  including
the financial  statements and the financial statement schedule thereto,  for the
fiscal year ended April 30, 1997 is being  mailed to  Stockholders  concurrently
with the  mailing  of this Proxy  Statement.  For a charge of $50,  the  Company
agrees to provide a copy of the  exhibits  to the Form 10-K to any  Stockholders
who request such a copy.



                                      By Order of the Board of Directors,

                                                  MARK HECHLER,
                                                Acting Secretary

Dated:  August 28, 1997












APPENDIX

Performance  Graph is Graphical  Material and is NOT  electronically  filed with
this submission. A paper copy of the graph is filed with Form SE.