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, 2007

                                       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 9, 2007 - 8,676,884

                                  Page 1 of 25



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

                                      INDEX




Part I.  Financial Information:                                        Page No.


  Item 1 - Financial Statements:

      Condensed Consolidated Balance Sheets -
          January 31, 2007 and April 30, 2006                             3

      Condensed Consolidated Statements of Operations
          Nine Months Ended January 31, 2007 and 2006                     4

      Condensed Consolidated Statements of Operations
          Three Months Ended January 31, 2007 and 2006                    5

      Condensed Consolidated Statements of Cash Flows
          Nine Months Ended January 31, 2007 and 2006                     6

      Notes to Condensed Consolidated Financial Statements               7-13


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


  Item 3- Quantitative and Qualitative Disclosures about Market Risk    19-20


  Item 4- Controls and Procedures                                        20



Part II.  Other Information:


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


  Item 6 - Exhibits                                                      20

  Signatures                                                             21

  Exhibits                                                              22-25




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                           --------------------------
                                                    January 31,       April 30,
                                                        2007             2006
                                                        ----             ----
                                                     (UNAUDITED)       (NOTE A)
                                                           (In thousands)
         ASSETS:
Current assets:
  Cash and cash equivalents                          $  2,481          $  2,639
  Marketable securities                                15,457            21,836
  Accounts receivable, net of allowance for 
    doubtful accounts of $276 at January 31, 2007 
    and April 30, 2006                                 10,985            15,868
  Inventories                                          30,546            22,971
  Deferred income taxes                                 1,747             2,135
  Income tax receivable                                   397                68
  Prepaid expenses and other                            1,953             1,246
                                                     --------          --------
        Total current assets                           63,566            66,763
Property, plant and equipment, at cost,
  less accumulated depreciation and
  amortization                                          7,152             6,663
Deferred income taxes                                   2,825             2,842
Goodwill and other Intangible assets, net                 468               513
Cash surrender value of life insurance                  6,678             6,318
Investment in and loans receivable from affiliates      7,212             2,825
Other assets                                            1,008               817
                                                     --------          --------
        Total assets                                 $ 88,909          $ 86,741
                                                     ========          ========


         LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
  Accounts payable - trade                           $  2,910          $  2,202
  Accrued liabilities and other                         4,287             3,929
  Dividend payable                                          -               857
                                                     --------          --------
        Total current liabilities                       7,197             6,988

Deferred compensation                                   8,492             8,122
Deferred gain and other liabilities                       734               998
                                                     --------          --------

        Total liabilities                              16,423            16,108
                                                     --------          --------
Stockholders' equity:
  Preferred stock  - $1.00 par value                        -                 -
  Common stock  -  $1.00 par value                      9,164             9,164
  Additional paid-in capital                           46,840            45,688
  Retained earnings                                    14,999            15,527
                                                     --------          --------
                                                       71,003            70,379
  Common stock reacquired and held in treasury
    -at cost, 505,056 shares at January 31, 2007
     and 592,194 shares at April 30, 2006              (2,172)           (2,437)
  Accumulated other comprehensive income                3,655             2,691
                                                     --------          --------
        Total stockholders' equity                     72,486            70,633
                                                     --------          --------
        Total liabilities and stockholders' equity   $ 88,909          $ 86,741
                                                     ========          ========




                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)

                                                2007                 2006
                                                ----                 ----
                                            (In thousands except per share data)

Net sales                                      $40,751             $37,668
Cost of sales                                   26,781              24,011
                                               -------             -------
        Gross margin                            13,970              13,657

Selling and administrative expenses              8,344               8,154
Research and development expenses                6,628               4,124
                                               -------             -------
        Operating (loss) profit                 (1,002)              1,379

Other income (expense):
     Investment income                             785               2,951
     Equity in Morion                              566                 423
     Interest expense                              (74)                (83)
     Other income, net                             270                 928
                                               -------             -------
Income before provision for income taxes           545               5,598

Provision for income taxes                         213               1,876
                                               -------             -------
        Net income                             $   332             $ 3,722
                                               =======             =======


Net income per common share
        Basic                                  $  0.04             $  0.44
                                               =======             =======
        Diluted                                $  0.04             $  0.43
                                               =======             =======
Average shares outstanding
        Basic                                 8,600,700           8,530,926
                                              =========           =========
        Diluted                               8,747,110           8,668,685
                                              =========           =========




                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)

                                                  2007             2006
                                                  ----             ----
                                            (In thousands except per share data)

Net sales                                       $12,117           $15,113
Cost of sales                                     8,340             9,651
                                                -------           -------
        Gross margin                              3,777             5,462

Selling and administrative expenses               2,889             3,077
Research and development expense                  2,600             1,173
                                                -------           -------
        Operating (loss) profit                  (1,712)            1,212

Other income (expense):
     Investment income                              206               285
     Equity in Morion                               292               194
     Interest expense                               (17)              (24)
     Other income (expense), net                    169               161
                                                -------           -------
(Loss) Income before (benefit) provision
    for income taxes                             (1,062)            1,828

 (Benefit) Provision for income taxes              (308)              580
                                                -------           -------

        Net (loss) income                       $  (754)          $ 1,248
                                                =======           =======

Net (loss) income per common share
        Basic                                   $ (0.09)          $  0.15
                                                =======           =======
        Diluted                                 $ (0.09)          $  0.14
                                                =======           =======
Average shares outstanding
        Basic                                  8,633,283         8,541,519
                                               =========         =========
        Diluted                                8,633,283         8,674,434
                                               =========         =========













                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)

                                                       2007            2006
                                                       ----            ----
                                                           (In thousands)

Cash flows from operating activities:
  Net income                                          $   332         $ 3,722
  Non-cash charges to earnings                          2,507          (1,346)
  Net changes in other assets and liabilities          (3,669)         (4,224)
                                                      -------         -------
Net cash used in operating activities                    (830)         (1,848)
                                                      -------         -------

Cash flows from investing activities:
  Payment for acquisitions                             (1,811)           (103)
  Loan to affiliate                                    (1,500)              -
  Proceeds from sale of marketable securities           8,053          12,818
  Purchase of marketable securities                    (1,253)        (11,518)
  Purchase of fixed assets                             (1,675)         (1,260)
                                                      -------         -------
Net cash provided by (used in) 
   investing activities                                 1,814             (63)
                                                      -------         -------

Cash flows from financing activities:
  Payment of cash dividend                             (1,717)         (1,706)
  Proceeds from short-term credit obligations               -           1,000
  Other - net                                             158              17
                                                      -------         -------
Net cash used in financing activities                  (1,559)           (689)
                                                      -------         -------
Net decrease in cash and cash equivalents
  before effect of exchange rate changes                 (575)         (2,600)

Effect of exchange rate changes
  on cash and cash equivalents                            417              65
                                                      -------         -------
   Net decrease in cash                                  (158)         (2,535)

   Cash at beginning of period                          2,639           6,701
                                                      -------         -------
   Cash at end of period                              $ 2,481         $ 4,166
                                                      =======         =======















                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, 2007 and the  results of its  operations  and cash flows for the
nine and three  months  ended  January  31,  2007 and 2006.  The April 30,  2006
condensed   consolidated  balance  sheet  was  derived  from  audited  financial
statements.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements  and notes thereto  included in the  Company's  April 30, 2006 Annual
Report to  Stockholders.  The results of operations for such interim periods are
not necessarily indicative of the operating results for the full year.

NOTE B - EARNINGS PER SHARE

     Reconciliation  of the weighted  average shares  outstanding  for basic and
diluted Earnings Per Share are as follows:
                                        Nine months           Three months
                                   --------------------   ---------------------
                                             Periods ended January 31,
                                    2007        2006        2007        2006
                                    ----        ----        ----        ----
 Basic EPS Shares outstanding
   (weighted average)             8,600,700   8,530,926   8,633,283   8,541,519
 Effect of Dilutive Securities      146,410     137,759         ***     132,915
                                  ---------   ---------   ---------   ---------
 Diluted EPS Shares outstanding   8,747,110   8,668,685   8,633,283   8,674,434
                                  =========   =========   =========   =========

     ***  Dilutive  securities  are  excluded  for the three month  period ended
     January 31, 2007 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,
                                  2007       2006        2007       2006
                                  ----       ----        ----       ----
 Outstanding Options excluded   571,550    570,550     571,550    570,550
                                =======    =======     =======    =======

NOTE C - ACCOUNTS RECEIVABLE

     Accounts  receivable  at January 31, 2007 and April 30, 2006 include  costs
and estimated earnings in excess of billings on uncompleted  contracts accounted
for on the  percentage  of  completion  basis of  approximately  $3,108,000  and
$4,857,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates.  Such amounts are
billed pursuant to contract terms.

NOTE D - INVENTORIES

     Inventories,   which  are  reported  net  of  reserves  of  $4,356,000  and
$3,923,000 at January 31, 2007 and April 30, 2006, respectively,  consist of the
following:

                                           January 31, 2007       April 30, 2006
                                                       (In thousands)

  Raw materials and Component parts            $14,950                $11,172
  Work in progress                              15,596                 11,799
                                               -------                -------
                                               $30,546                $22,971
                                               =======                =======


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE E - COMPREHENSIVE INCOME

     For the nine months  ended  January  31, 2007 and 2006 total  comprehensive
income was  $1,296,000 and  $1,821,000,  respectively.  Comprehensive  income is
composed  of net  income  or loss for the  period  plus the  impact  of  foreign
currency  translation  adjustments and the change in the valuation  allowance on
marketable securities.

NOTE F- INVESTMENT IN AFFILIATES

     The  Company's  investment  in  affiliates  consists  of a 36%  interest in
Morion, Inc., a privately-held  Russian crystal oscillator  manufacturer,  and a
20%  interest  in  Elcom  Technologies,  Inc.,  a  privately-held  designer  and
manufacturer  of  high  switching  speed,   low  phase  noise   instruments  and
components. In addition to its initial investment, the Company has also extended
a loan to Elcom in the form of a  convertible  note.  Due to the  timing  of the
Elcom  investment in late December  2006, the  transaction  had no impact on the
Company's  financial results for any period.  Summarized  financial data for the
operations of Morion for the nine and three month periods ended January 31, 2007
and 2006, are as follows: (in thousands)

                                  Nine months             Three months
                                        Periods ended January 31,
                               2007        2006          2007        2006
                               ----        ----          ----        ----
   Operating Revenues        $11,417      $8,795        $3,705      $2,674
   Operating Income            1,587       1,288           872         694
   Net Income                  1,312       1,056           720         584

NOTE G - EQUITY-BASED COMPENSATION

     Effective  May 1, 2006,  the  Company  adopted  the fair value  recognition
provisions  of  Statement  of  Financial   Accounting   Standards  No.   123(R),
"Share-Based Payment" ("FAS 123(R)"),  using the modified prospective transition
method. Under the modified prospective  transition method,  compensation cost of
$438,000  and  $162,000  was  recognized  during the nine and three months ended
January 31, 2007,  respectively,  and includes:  (a)  compensation  cost for all
share-based  payments  granted  prior to,  but not yet vested as of May 1, 2006,
based on the grant date fair value  estimated  in  accordance  with the original
provisions of FAS 123, and (b)  compensation  cost for all share-based  payments
granted  subsequent to May 1, 2006, based on the grant-date fair value estimated
in accordance with the provisions of FAS 123(R).  Results for prior periods have
not been restated.

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

     At January 31, 2007,  unrecognized  compensation cost for all the Company's
stock-based compensation awards was approximately $1.4 million. The unrecognized
compensation  cost for  stock-based  compensation  awards at January 31, 2007 is
expected to be recognized over a weighted average period of 2.9 years.

     In  addition,  the  Company  applied  the  provisions  of Staff  Accounting
Bulletin No. 107 ("SAB 107"),  issued by the Securities and Exchange  Commission
in March  2005 in its  adoption  of FAS  123(R).  SAB 107  requires  stock-based
compensation   to  be  classified  in  the  same  expense  line  items  as  cash
compensation.  Accordingly,  during the nine and three months ended  January 31,
2007, stock-based  compensation expense was $226,000 and $87,000,  respectively,
in cost of sales and $212,000 and $75,000, respectively, in selling, general and
administrative expense.




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     Prior to the adoption of FAS 123(R), the Company presented all tax benefits
resulting from tax deductions  associated  with the exercise of stock options by
employees as cash flows from operating activities in the Consolidated Statements
of Cash Flows.  Under FAS 123(R)  "excess tax  benefits" are to be classified as
cash flows from  financing  activities  in the  Consolidated  Statement  of Cash
Flows. For this purpose, the excess tax benefits are tax benefits related to the
difference between the total tax deduction associated with the exercise of stock
options by employees and the amount of  compensation  cost  recognized for those
options.  For the nine and three  months ended  January 31, 2007,  there were no
excess tax benefits to be included within Other Financing Activities of the Cash
Flows from Financing Activities pursuant to this requirement of FAS 123(R).

        Effect of Adoption of FAS 123(R)
        --------------------------------
     The  application  of FAS 123(R) had the  following  effect on the  reported
amounts  for the nine and three  months  ended  January  31,  2007,  relative to
amounts that would have been  reported  using the  intrinsic  value method under
previous accounting (in thousands, except for per share amounts).

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

  Nine Months ended January 31, 2007:
  -----------------------------------
  Operating Loss                        ($ 564)           ($438)       ($ 1,002)

  Income before provision
       for income taxes                   $983            ($438)           $545

  Net Income                              $770            ($438)           $332

  Basic Earnings per Share               $0.09           ($0.05)          $0.04

  Diluted Earnings per Share             $0.09           ($0.05)          $0.04


  Three Months ended January 31, 2007:
  ------------------------------------
  Operating Loss                       ($1,550)           ($162)       ($ 1,712)

  Loss before benefit
       for income taxes                  ($900)           ($162)        ($1,062)

  Net Loss                               ($592)           ($162)          ($754)

  Basic Earnings per Share              ($0.07)          ($0.02)         ($0.09)

  Diluted Earnings per Share            ($0.07)          ($0.02)         ($0.09)

     The weighted  average  fair value of each option has been  estimated on the
date of grant using the  Black-Scholes  options pricing model with the following
weighted average  assumptions used for grants in the nine and three months ended
January 31, 2007, and each of the years ended April 30, 2006 and 2005:  dividend
yield of 1.4%,  1.4%, and 1.1%;  expected  volatility of 59%; risk free interest
rate of 5.0%,  4.1%,  and 3.9%;  and expected  lives of six and one-half  years,
respectively.

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




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Employee Stock Option Plans
---------------------------
     The Company has various  stock option plans for key  management  employees,
including   officers  and  directors  who  are  employees.   The  plans  include
Nonqualified Stock Option ("NQSO") plans,  Incentive Stock Option ("ISO") plans,
and Stock Appreciation  Rights ("SARs").  Under these plans,  options and awards
are granted at the discretion of the Stock Option committee at an exercise price
not less than the fair market value of the Company's common stock on the date of
grant.  Under one NQSO plan the options are  exercisable one year after the date
of grant.  Under the remaining plans the  options/awards  are exercisable over a
four-year period beginning one year after the date of grant. The  options/awards
expire ten years after the date of grant and are subject to certain restrictions
on transferability  of the shares obtained on exercise.  As of January 31, 2007,
eligible  employees had been granted awards to acquire 167,500 shares of Company
stock under SARs, all of which are  outstanding and are not  exercisable.  As of
January  31,  2007,  eligible  employees  had been  granted  options to purchase
1,182,500 shares of Company stock under ISO plans of which approximately 389,000
options are  outstanding  and  approximately  284,000 are  exercisable.  Through
January  31,  2007,  eligible  employees  have been  granted  options to acquire
1,090,000  shares of  Company  stock  under  NQSO  plans.  Of the NQSO  options,
approximately 722,000 are both outstanding and exercisable (see tables below).

     The excess of the  consideration  received over the par value of the common
stock or cost of treasury stock issued under both types of option plans has been
recognized as an increase in additional paid-in capital prior to the adoption of
FAS 123(R). During the nine and three months ended January 31, 2007, the Company
recorded   compensation   charges  of   approximately   $129,000   and  $65,000,
respectively,  with  respect to the fiscal  year 2007 SARs  grant.  Unrecognized
compensation  charges  for  nonvested  awards  relating  to the  SARs  grant  is
approximately  $903,000 which will be recognized over a weighted  average period
of 3.5 years. Unrecognized compensation charges for nonvested awards relating to
the ISO plan is approximately  $455,000 which will be recognized over a weighted
average  period of 1.7 years.  For the nine and three months  ended  January 31,
2007,  the Company  recorded  compensation  charges  related to the ISO plans of
approximately $309,000 and $97,000, respectively, using the fair value method.

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

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

                                              Nine months ended January 31, 2007
                                                                    Wtd Avg
                                                  Shares             Price
                                                  ------             -----
    Outstanding at beginning of period           1,133,387           $11.32
    Granted                                        167,500           $11.95
    Exercised                                      (22,300)           $7.07
    Expired or canceled                                  -             -
                                                 ---------
    Outstanding at end of period                 1,278,587           $11.48
                                                 =========
    Exercisable at end of period                 1,006,337           $11.34
                                                 =========
    Available for grant at end of period           231,500
                                                   =======
    Weighted average fair value
    of options granted during the period           $6.54
                                                   =====



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     The  following  table  summarizes   information  about  stock-based  awards
outstanding at January 31, 2007:

<TABLE>
<CAPTION>
                              Options Outstanding              Options Exercisable
                   --------------------------------------    -----------------------
                                   Weighted         
                                    Average      Weighted                   Weighted
                     Number        Remaining      Average      Number        Average
Actual Range of    Outstanding    Contractual    Exercise    Exercisable    Exercise
Exercise Prices    at 1/31/07        Life          Price     at 1/31/07       Price
---------------    ----------        ----          -----     ----------       -----
<C>                  <C>              <C>         <C>          <C>           <C>   
$6.615 - 9.970       466,400          3.7         $ 7.66       435,775       $ 7.56
10.167 - 16.625      730,187          5.3          12.53       488,562        12.63
    23.75             82,000          3.5          23.75        82,000        23.75
</TABLE>


Fiscal year 2006
----------------
     Stock-based  compensation  in  fiscal  year 2006 was  determined  using the
intrinsic value method.  The following table provides  supplemental  information
for the  nine  and  three  months  ended  January  31,  2006  as if  stock-based
compensation had been computed under FAS 123(R).

                                        (in thousands, except per share data):
                                            Nine months        Three months
                                             Periods ended January 31, 2006
  Net income, as reported                     $3,722               $1,248
  Cost of stock options, net of tax             (240)                 (59)
                                              ------               ------
  Net income - pro forma                      $3,482               $1,189
                                              ======               ======

  Earnings per share, as reported:
     Basic                                    $ 0.44               $ 0.15
                                              ======               ======
     Diluted                                  $ 0.43               $ 0.14
                                              ======               ======
  Earnings per share- pro forma
     Basic                                    $ 0.41               $ 0.14
                                              ======               ======
     Diluted                                  $ 0.40               $ 0.14
                                              ======               ======


NOTE H - SEGMENT INFORMATION

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



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

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

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

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

     The  table  below  presents   information   about  reported  segments  with
reconciliation  of segment  amounts to  consolidated  amounts as reported in the
statement  of  operations  or the  balance  sheet  for each of the  periods  (in
thousands):

<TABLE>
<CAPTION>
                                                  Nine months              Three months
                                                        Periods ended January 31,
                                              2007         2006          2007         2006
                                              ----         ----          ----         ----
Net sales:
  <S>                                       <C>          <C>           <C>          <C>    
  FEI-NY                                    $28,449      $24,934       $ 8,244      $10,355
  Gillam-FEI                                  7,470        6,206         3,019        2,147
  FEI-Zyfer                                   6,155        7,895         1,417        2,763
  less intersegment sales                    (1,323)      (1,367)         (563)        (152)
                                            -------      -------       -------      -------
   Consolidated sales                       $40,751      $37,668       $12,117      $15,113
                                            =======      =======       =======      =======

Operating (loss) profit:
  FEI-NY                                    $(1,063)     $ 1,404       $(1,511)     $ 1,198
  Gillam-FEI                                    344         (613)          182         (185)
  FEI-Zyfer                                      53        1,013          (318)         298
  Corporate                                    (336)        (425)          (65)         (99)
                                            -------      -------       -------      -------
   Consolidated operating (loss) profit     $(1,002)     $ 1,379       $(1,712)     $ 1,212
                                            =======      =======       =======      =======
</TABLE>


                                          January 31, 2007       April 30, 2006
                                          ----------------       --------------
Identifiable assets:
  FEI-NY                                      $42,990               $44,111
  Gillam-FEI                                   14,167                13,755
  FEI-Zyfer                                     4,895                 5,356
  less intercompany balances                  (10,523)              (14,585)
  Corporate                                    37,380                38,104
                                              -------               -------
  Consolidated Identifiable Assets            $88,909               $86,741
                                              =======               =======




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE I - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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

     The SEC issued Staff  Accounting  Bulletin No. 108 ("SAB 108") in September
2006.  SAB 108  expresses  the views of the SEC staff  regarding  the process of
quantifying  the materiality of financial  misstatements.  SAB 108 requires both
the balance sheet (iron curtain) and income statement  (rollover)  approaches be
used when quantifying the materiality of misstatement amounts. In addition,  SAB
108 contains  guidance on correcting errors under the dual approach and provides
transition  guidance for correcting  errors existing in prior years.  SAB 108 is
effective in the  Company's  quarter and fiscal year ending April 30, 2007.  The
Company is in the  process of  determining  the impact of this  bulletin  on the
Company's consolidated financial statements.


 
                                    Item 2


          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

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

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

Critical Accounting Policies and Estimates

     The Company's  significant  accounting  policies are described in Note 1 to
the consolidated  financial  statements included in the Company's April 30, 2006
Annual Report to Stockholders. The Company believes its most critical accounting
policies to be the recognition of revenue and costs on production  contracts and
the valuation of inventory. Each of these areas requires the Company to make use
of reasoned estimates including estimating the cost to complete a contract,  the
realizable  value of its inventory or the market value of its products.  Changes
in estimates can have a material impact on the Company's  financial position and
results of operations.




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

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

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

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

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

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

      Stock-based Compensation
      ------------------------
     Effective  May 1, 2006,  the  Company  adopted  the fair value  recognition
provisions  of  Statement  of  Financial   Accounting   Standards  No.   123(R),
"Share-Based Payment" ("FAS 123(R)"),  using the modified prospective transition
method. Under the modified prospective  transition method,  compensation cost of
$438,000  and  $162,000  was  recognized  during the nine and three months ended
January 31, 2007,  respectively,  and includes:  (a)  compensation  cost for all
share-based  payments  granted  prior to,  but not yet vested as of May 1, 2006,
based on the grant date fair value  estimated  in  accordance  with the original
provisions of FAS 123, and (b)  compensation  cost for all share-based  payments
granted  subsequent to May 1, 2006, based on the grant-date fair value estimated
in accordance with the provisions of FAS 123(R).  Results for prior periods have
not been restated.


<PAGE>

                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

RESULTS OF OPERATIONS

     The table below sets forth for the respective  periods of fiscal years 2007
and 2006 the percentage of consolidated  net sales  represented by certain items
in the Company's consolidated statements of operations:

                                            Nine months         Three months
                                                  Periods ended January 31,
                                          2007      2006       2007       2006
                                          ----      ----       ----       ----
Net Sales
   FEI-NY                                 69.8%     66.2%      68.0%       68.5%
   Gillam-FEI                             18.3      16.5       24.9        14.2
   FEI-Zyfer                              15.1      21.0       11.7        18.3
   Less intersegment sales                (3.2)     (3.7)      (4.6)       (1.0)
                                         -----     -----      -----       -----
                                         100.0     100.0      100.0       100.0
Cost of Sales                             65.7      63.7       68.8        63.9
                                         -----     -----      -----       -----
                         Gross Margin     34.3      36.3       31.2        36.1
Selling and administrative expenses       20.5      21.6       23.8        20.3
Research and development expenses         16.3      11.0       21.5         7.8
                                         -----     -----      -----       -----
              Operating (Loss) Profit     (2.5)      3.7      (14.1)        8.0

Other income, net                          3.8      11.2        5.4         4.1
                                         -----     -----      -----       -----
Pretax Income (Loss)                       1.3      14.9       (8.7)       12.1
Provision (Benefit) for income taxes       0.5       5.0       (2.5)        3.8
                                         -----     -----      -----       -----
                     Net Income (Loss)     0.8%      9.9%      (6.2)%       8.3%
                                         =====     =====      =====       =====


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

Net sales                                     (in millions)
---------

<TABLE>
<CAPTION>
                            Nine months                        Three months
                     ----------------------------      ------------------------------
                                         Periods ended January 31,
                     2007      2006       Change        2007      2006      Change
                     ----      ----       ------        ----      ----      ------
<S>                 <C>       <C>      <C>     <C>      <C>      <C>     <C>     <C>  
FEI-NY              $28.4     $24.9    $3.5    14%      $8.2     $10.3   ($2.1)  (20%)
Gillam-FEI            7.5       6.2     1.3    20%       3.0       2.1     0.9    41%
FEI-Zyfer             6.2       7.9    (1.7)  (22%)      1.4       2.8    (1.4)  (49%)
Intersegment sales   (1.3)     (1.3)    0.0             (0.5)     (0.1)   (0.4)
                    -----   -------    ----            -----     -----    ----
                    $40.8     $37.7    $3.1     8%     $12.1     $15.1   ($3.0)  (20%)
                    =====     =====    ====            =====     =====    ====
</TABLE>


     Revenues for the nine month period ended  January 31, 2007  increased by 8%
over the same  period  of  fiscal  year  2006  principally  on the  strength  of
increased revenues from commercial and US  Government-related  satellite payload
programs.  Such revenue  growth was not sustained  during the three month period
ended  January 31, 2007,  after the Company  increased  its estimate of costs to
complete two major  satellite  programs.  Such  increased cost estimates had the
effect of delaying  recognition of revenue into subsequent periods when the work
is completed.  Similarly,  revenues from wireless  infrastructure have increased
during the nine month period ended  January 31, 2007 compared to the same period
of fiscal year 2006.  However,  in the third  quarter of fiscal year 2007,  such
revenues  declined  both  sequentially  from the second  quarter of the year and
compared  to the same  period  of  fiscal  year  2006.  The  Gillam-FEI  segment
continued  to  grow  its  fiscal  year  2007  revenues,  mainly  in the  network
management market. The Company's FEI-Zyfer segment,  which derives approximately
two-thirds  of its  revenues  from  government  sources,  has  recorded  reduced
revenues in fiscal year 2007 compared to the prior year as customer  orders have
been delayed.  The Company  expects fiscal year 2007 fourth quarter  revenues to
increase  over the third  quarter as the Company  begins  work on new  satellite
payload  programs and as  telecommunication  infrastructure  customers  increase
their  orders.   Based  on  its  current  backlog  and  expected  new  bookings,
principally for satellite  payloads,  the Company  expects to realize  continued
growth in revenues in fiscal year 2008.




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

Gross margin
                    Nine months                       Three months
           ----------------------------      --------------------------------
                               Periods ended January 31,
            2007       2006     Change       2007      2006         Change
            ----       ----    --------      ----      ----      ------------
          $13,970    $13,657   $313  2%     $3,777    $5,462    ($1,685) (31%)

GM Rate     34.3%      36.3%                 31.2%     36.1%

     The  decline  in gross  margin  rate for the nine and  three  months  ended
January  31,  2007,  compared to the same  periods of fiscal  year 2006,  is due
primarily to increased  engineering costs on certain satellite payload programs.
The 2%  improvement  in gross  margin  for the nine  months of fiscal  year 2007
compared to the same period ended  January 31, 2006,  is due to increased  sales
volume.  Similarly, the decline in total gross margin for the three month period
ended  January  31,  2007 is due to both lower  sales and to higher  engineering
costs  compared to the same period of the prior year.  As revenues  increase and
engineering  costs return to more normal levels,  the Company  expects the gross
margin rate to approach and exceed its target of 40%.

     Also,  for the nine and three months ended  January 31, 2007,  gross margin
was reduced by $226,000 and $86,000,  respectively, due to the inclusion in cost
of sales  of a charge  for  stock  compensation  expense.  As  disclosed  in the
footnotes  to the  financial  statements,  as of May 1,  2006,  the  Company  is
complying  with  the  provisions  of  FAS  123(R),  Accounting  for  Stock-Based
Compensation.  In the prior fiscal year, the Company applied the disclosure-only
provisions of FAS No. 148, "Accounting for Stock-Based  Compensation- Transition
and  Disclosure" and measured  compensation  cost in accordance with APB Opinion
No. 25,  "Accounting for Stock Issued to Employees."  This method did not result
in  compensation  cost upon the grant of options under a qualified  stock option
plan.

Selling and administrative expenses

                     Nine months                       Three months
           ----------------------------      --------------------------------
                               Periods ended January 31,
            2007       2006     Change       2007      2006         Change
            ----       ----    --------      ----      ----      ------------
          $8,344     $8,154   $190   2%    $2,889    $3,077      ($188)   (6%)

     For the  nine  and  three  months  ended  January  31,  2007,  selling  and
administrative  expenses  were 20% and 24%,  respectively,  of fiscal  year 2007
revenues compared to 22% and 20%,  respectively,  for the comparable  periods of
fiscal year 2006.  These ratios  primarily  reflect the level of sales for those
periods,  which,  on higher  revenues,  are typically in line with the Company's
target of less than 20% of revenue. In periods when revenues temporarily decline
compared to the administrative  structure of the Company,  the ratios are higher
than target.  The primary  increases in expenses in the fiscal year 2007 periods
were related to  compensation,  including  additional  personnel,  normal salary
increases  and stock  compensation  costs as  indicated  in the next  paragraph.
Increased  compensation  expense in the United States  operations were partially
offset by decreases in personnel costs in the Company's European subsidiaries.

     Included  in selling  and  administrative  expenses  for the nine and three
months ended January 31, 2007, is $212,000 and $75,000, respectively, related to
stock  compensation  expense  as  described  above and in the  footnotes  to the
financial statements.

     As fiscal year 2007 and 2008  revenues  increase from current  levels,  the
Company  expects  selling and  administrative  expenses to be incurred at 20% or
less of revenues.

Research and development expense
                    Nine months                       Three months
           ----------------------------      --------------------------------
                               Periods ended January 31,
            2007       2006     Change       2007      2006         Change
            ----       ----    --------      ----      ----      ------------
          $6,628     $4,124  $2,504  61%   $2,600    $1,173     $1,427   122%

     Research and development  expenditures  represent investments that keep the
Company's  products at the leading  edge of time and  frequency  technology  and
enhance  competitiveness  for future sales.  Particularly  during the second and
third quarters of fiscal year 2007, the Company incurred high engineering  costs
to design and substantially  improve the  manufacturability  of certain products
for current and anticipated satellite payload programs. Such efforts account for
the 61% and 122% increases in R&D


<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

spending  for the nine and three months  ended  January 31, 2007,  respectively,
compared  to the same  periods  of fiscal  year  2006.  The  Company  also spent
development  money on new initiatives to design a ruggedized  rubidium clock for
secure military  communications,  enhance and miniaturize  products for wireless
communications,  upgrade its  GPS-based  synchronization  product  line,  and to
develop enhanced network management equipment and software.

     Research  and  development  spending  for the nine and three  months  ended
January 31, 2007, was 16% and 21% of revenues, respectively, compared to 11% and
8% of  revenues,  respectively,  for the same  periods of fiscal year 2006.  The
Company targets research and development spending at approximately 10% of sales,
but the rate of spending can increase or decrease from quarter to quarter as new
projects are identified  and others are concluded.  The Company will continue to
devote significant resources to develop new products,  enhance existing products
and implement efficient  manufacturing  processes.  Where possible,  the Company
attempts  to obtain  development  contracts  from its  customers.  For  programs
without such funding,  internally  generated cash and cash reserves are adequate
to fund these development efforts.

Operating (Loss) Profit
                    Nine months                       Three months
           ----------------------------      --------------------------------
                               Periods ended January 31,
            2007       2006     Change       2007      2006         Change
            ----       ----    --------      ----      ----      ------------
         ($1,002)    $1,379 ($2,381) NM   ($1,712)   $1,212     ($2,924)   NM

     During the nine and three month periods ended January 31, 2007, the Company
recorded  operating losses as compared to operating  profits in the same periods
of fiscal year 2006.  This is primarily the result of the increased  engineering
costs discussed  above which had the impact of increasing  program costs and the
level of research and  development  spending as well as delaying the recognition
of revenue on certain long-term satellite payload programs.  The Company expects
that as such  engineering  costs abate its gross margins will improve,  research
and development spending will decline to its targeted rate and operating profits
will increase.

Other income (expense)

<TABLE>
<CAPTION>

                            Nine months                           Three months
                   ----------------------------           ----------------------------
                                         Periods ended January 31,
                     2007      2006        Change         2007     2006      Change
                     ----      ----    --------------      ----     ----   -----------
<S>                  <C>     <C>      <C>        <C>      <C>      <C>    <C>    <C>  
Investment income    $785    $2,951   ($2,166)   (73%)    $206     $285   ($79)  (28%)
Equity in Morion      566       423       143     34%      292      194     98    51%
Interest expense      (74)      (83)        9     11%      (17)     (24)     7    29%
Other income          270       928      (658)   (71%)     169      161      8     5%
                   ------    ------   -------             ----     ----   ----
                   $1,547    $4,219   ($2,672)   (63%)    $650     $616    $34     6%
</TABLE>


     The decrease in  investment  income for the nine months  ended  January 31,
2007, is due to realized  gains of  approximately  $2.1 million  recorded in the
prior  fiscal year on the sale of a portion of the shares of Reckson  Associates
Realty Corp.  stock ("REIT").  Such shares were obtained during fiscal year 2005
upon the  conversion of certain REIT units related to the Company's  fiscal year
1998 sale and  leaseback of its  headquarters  building.  Similar gains were not
recorded in the fiscal year 2007 periods or in the third  quarter of fiscal year
2006.  The decreased  investment  income in the three month period ended January
31, 2007 compared to the same period of fiscal 2006 is attributable to less cash
invested in marketable securities.

     The  Company  records  equity  income  in  Morion,  Inc.  based  on its 36%
ownership  interest in Morion's  outstanding  shares.  The fluctuation in equity
income is due to higher  profitability  at Morion for the nine and three  months
ended  January 31,  2007 as  compared  to the same  periods of fiscal year 2006.
Morion  recorded  higher  revenues and  increased  profitability  in each of the
fiscal year 2007 periods compared to the same periods of fiscal year 2006.

     The decrease in interest expense for the nine and three month periods ended
January 31, 2007 primarily reflects a decrease in borrowings under the Company's
line of credit  during the fiscal  year 2007  periods  as  compared  to the same
periods of fiscal year 2006.




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     Under the  provisions  of sale and leaseback  accounting,  a portion of the
capital  gain  realized  on the real  estate  transaction  referred  to above is
deferred and recognized in income over the initial lease term. Under the caption
"Other income" the Company recognized  deferred gain of $265,000 and $88,000 for
the nine and three months ended January 31, 2007 and 2006, respectively.  In the
second  quarter of fiscal year 2006, a European  subsidiary  recorded a $680,000
gain  on  the  sale  of  a  building  to  the  subsidiary's   president.   Other
insignificant income and expense items are also recorded under this caption.

Net income (loss)
                    Nine months                       Three months
            ------------------------------     ------------------------------
                               Periods ended January 31,
            2007       2006      Change        2007     2006        Change
            ----       ----   ------------     ----     ----    -------------
            $332     $3,722  ($3,390) (91)%   ($754)   $1,248  ($2,002)    NM

     Net income (loss) for the nine and three months ended January 31, 2007, was
lower than that  realized in the same  periods of fiscal year 2006  primarily as
the result of the operating losses discussed above as well as nonoperating gains
recognized in the prior year. As indicated above, the Company  recognized a gain
of $2.1 million on the sale of certain marketable securities and recorded a gain
of $680,000 on the sale of a subsidiary's  building during the nine months ended
January  31,  2006.  Higher than  anticipated  engineering  costs and  increased
investment in research and development reduced  profitability  during the fiscal
year  2007  periods  compared  to the same nine and three  month  periods  ended
January 31, 2006.

Income Taxes

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

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  balance sheet  continues to reflect a strong working capital
position of $56 million at January 31, 2007, which is compared to $60 million at
April 30, 2006. Included in working capital at January 31, 2007 is $17.9 million
of cash, cash equivalents and marketable securities. The Company's current ratio
at January 31, 2007 is 8.8 to 1.

     For the nine months ended  January 31, 2007,  the Company used  $830,000 in
cash from  operating  activities  compared to $1.8 million used in operations in
the  comparable  fiscal  year  2006  period.  This  decrease  in cash  used from
operating activities is due primarily to increases in the value of the Company's
inventory.  This  increase  was  partially  offset by  collections  on  accounts
receivable.  For the full fiscal year 2007,  the Company  expects to continue to
use cash in operating  activities but, based on increased revenues and improving
margins, that it will generate positive operating cash flow in fiscal year 2008.

     Net cash provided by investing activities for the nine months ended January
31, 2007,  was $1.8  million,  compared to a use of cash of $63,000 for the same
period  of  fiscal  year  2006.  The  principal  source  of cash was the sale or
redemption of certain  marketable  securities  aggregating $6.8 million,  net of
purchases  of  other  marketable   securities.   The  redemption  of  marketable
securities  was used to fund  operations  as well as to make an investment in an
engineering  company  to  provided  additional  resources  in support of current
operations.  The Company also acquired capital equipment for approximately  $1.7
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
2007 are expected to be approximately $2.0 million. Internally generated cash is
adequate to acquire this level of capital equipment.




<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

     Net cash used in financing activities for the nine months ended January 31,
2007, was $1.6 million  compared to $689,000  during the comparable  fiscal year
2006  period.  Included  in both  fiscal  periods is  payment  of the  Company's
semiannual  dividend in the amount of $1.7 million.  During the third quarter of
fiscal year 2006,  the Company  obtained  $1.0  million  from its line of credit
which was repaid prior to the end of that fiscal year.

     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,  2007,  the  Company did not acquire any shares of its stock
under this authorization.

     During  fiscal  year  2007,  the  Company  has made and  intends  to make a
substantial  investment  of capital  and  technical  resources  to  develop  new
products to meet the needs of the satellite payload market (both U.S. Government
and commercial satellites), the telecommunication  infrastructure market and the
requirements  for U.S.  Government/DOD  programs.  The Company will  continue to
invest in more efficient  product designs and  manufacturing  procedures.  Where
possible,  the Company will secure partial customer funding for such development
efforts  but is  targeting  to spend  its own funds at a rate of at least 10% of
revenues to achieve its  development  goals.  Internally  generated cash will be
adequate to fund these development efforts.

     At January 31, 2007, the Company's  backlog amounted to  approximately  $42
million   compared  to  $36  million  at  April  30,  2006.   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.

    Contractual obligations
    -----------------------
   As of January 31, 2007

<TABLE>
<CAPTION>
                                    Total       Less than                                   More than
     Contractual Obligations   (in thousands)    1 Year      1 to 3 Years    3 to 5 Years    5 Years
     -----------------------   --------------    ------      ------------    ------------    -------
<S>                               <C>             <C>           <C>              <C>          <C>   
Operating Lease Obligations       $  878          $368          $403             $ 72         $   35
Deferred Compensation              8,492*          305           321              177          7,689
                                  ------          ----          ----             ----         ------
Total                             $9,370          $673          $724             $249         $7,724
                                  ======          ====          ====             ====         ======
</TABLE>


     *Deferred  Compensation liability reflects payments due to current retirees
receiving  benefits.  The  amount  of  $7,689  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 $15.4 million and $96,000, respectively, at
January 31,  2007.  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,  2007,  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.



<PAGE>


                  FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
                                   (Continued)

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, 2007, the amount
related to foreign currency exchange rates is a $3,816,000 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 (i) to ensure that
information required to be disclosed by the Company in the reports that it files
or  submits  under the  Exchange  Act is  recorded,  processed,  summarized  and
reported,  within the time  periods  specified  in the SEC's rules and forms and
(ii) to ensure that  information  required to be disclosed by the Company in the
reports that it submits under the Exchange Act is accumulated  and  communicated
to its  management,  including the Company's  principal  executive and principal
financial officers, or persons performing similar functions, as appropriate,  to
allow timely decisions regarding required disclosure.

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



                                     PART II


ITEMS 1, 1A, 2, 3, 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 16, 2007                        BY   /s/   Alan Miller       
                                              ---------------------------
                                                  Alan Miller
                                                  Chief Financial Officer
                                                  (principal financial officer
                                                  and duly authorized officer)





<PAGE>



                                                                    Exhibit 31.1

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

Certification of CEO

I, Martin B. Bloch, certify that:

1.   I  have  reviewed  this   quarterly   report  on  Form  10-Q  of  Frequency
     Electronics, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

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

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation;

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


    /s/ Martin Bloch                                      March 16, 2007
   -------------------------
     Martin B. Bloch
     Chief Executive Officer




<PAGE>



                                                                    Exhibit 31.2

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

Certification of CFO

I, Alan L. Miller, certify that

1.   I  have  reviewed  this   quarterly   report  on  Form  10-Q  of  Frequency
     Electronics, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

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

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation;

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

    /s/ Alan Miller                                       March 16, 2007
    ------------------------
     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, 2007 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 16, 2007
   -------------------------
     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, 2007 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 16, 2007
    ------------------------
     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.