UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest Event Reported): March 8, 2006

                           FREQUENCY ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                    1-8061                   11-1986657
(State or other jurisdiction        (Commission              (I.R.S. Employer
      of incorporation)            File Number)            Identification No.

55 Charles Lindbergh Blvd., Mitchel Field, NY                    11553
  (Address of principal executive offices)                     (Zip Code)

                                 (516) 794-4500
              (Registrant's telephone number, including area code)

                                      NONE
      (Former name, address and fiscal year, if changed since last report)
    -----------------------------------------------------------------------
     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

                                Page 1 of 4 pages


<PAGE>


ITEM 8.01   OTHER EVENTS

     On March 8, 2006,  the board of  directors  of  registrant  declared a cash
dividend pursuant to its current policy for payment of cash dividends.  The cash
dividend  is in the per  share  amount  of  $0.10  on the  common  stock  of the
registrant,  payable on June 1, 2006 to  stockholders of record of such stock at
the close of business on April 30, 2006.

     Registrant's  cash dividend policy calls for the declaration and payment of
dividends to holders of registrant's common stock:

          a.   Subject to the discretion and satisfaction of registrant's  board
               of directors with registrant's  financial  condition,  results of
               its  operations,  and its  prospects  for future  investments  in
               growth, at the time of the declaration of such dividends; and

          b.   Subject  to the  discretion  and  satisfaction  of the  board  as
               aforesaid in declaring such dividends, to be paid on each of June
               1 and December 1 to the shareholders of record, respectively,  at
               the close of business on April 30 and October 31.

ITEM 9.01 (c).    EXHIBITS.

  99.1   Press Release of Frequency Electronics, Inc., dated March 9, 2006.



<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 hereunto duly authorized.


                                         FREQUENCY ELECTRONICS, INC.

                                         By:  /s/ Alan Miller
                                              ---------------
                                                 Alan Miller
                                            Chief Financial Officer
                                                and Treasurer

Dated: March 9, 2006



<PAGE>


                                                                    Exhibit 99.1

                                  PRESS RELEASE

                        FEI DECLARES SEMI-ANNUAL DIVIDEND

Mitchel  Field,  NY,  March  9,  2006 - The  Board  of  Directors  of  Frequency
Electronics,  Inc.  (AMEX-FEI)  has declared a cash dividend of $0.10 per share,
payable on June 1, 2006 to  shareholders  of record on April 30, 2006. The Board
took  this  action  in  conformance  with its  established  policy  regarding  a
semi-annual cash dividend.

About Frequency Electronics
---------------------------

Frequency  Electronics,  Inc. is a world leader in the design,  development  and
manufacture  of high precision  timing,  frequency  control and  synchronization
products for space and terrestrial applications. The Company's products are used
in commercial,  government and military systems,  including  satellite payloads,
missiles,  UAVs, piloted aircraft, GPS, secure radios, SCADA, energy exploration
and wireline and wireless communication  networks. The Company has received over
60  awards  of  excellence  for   achievements  in  providing  high  performance
electronic  assemblies  for  over  120  space  programs.   The  Company  invests
significant  resources in research and  development  and strategic  acquisitions
world-wide to expand its capabilities and markets.  The Company's  Belgium-based
Gillam-FEI  subsidiary  provides the Company with expertise in wireline  network
synchronization,  monitoring and SCADA.  FEI-Zyfer in Anaheim,  CA, provides GPS
and secure timing ("SAASM")  capabilities  for critical  military and commercial
applications.  The Company has an  affiliate  in St.  Petersburg,  Russia  which
supplies  high-quality,   cost  effective  quartz  oscillators  and  components.
Additionally,  the  Company  operates a new,  modern  manufacturing  facility in
Tianjin,  China  through  its  wholly-owned  subsidiary,   FEI-Asia.  Additional
information is available on FEI's website: www.frequencyelectronics.com

Safe Harbor  Statement  under the Private  Securities  Litigation  Reform Act of
1995:  The  Statements  in this press release  regarding  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, inability to
integrate  operations  and  personnel,   actions  by  significant  customers  or
competitors,  general domestic and international  economic conditions,  consumer
spending  trends,  reliance  on  key  customers,  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, 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 release.

Contact information:  Alan Miller, CFO, or General Joseph P. Franklin, Chairman:
TELEPHONE: (516) 794-4500            WEBSITE:  www.frequencyelectronics.com
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{"company-data": {"conformed-name": "FREQUENCY ELECTRONICS INC", "cik": "0000039020", "assigned-sic": "3825", "irs-number": "111986657", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08061", "film-number": "06675944"}, "business-address": {"street1": "55 CHARLES LINDBERGH BLVD", "city": "MITCHEL FIELD", "state": "NY", "zip": "11553", "phone": "5167944500"}, "mail-address": {"street1": "55 CHARLES LINDBERGH BOULEVARD", "city": "MITCHELL FIELD", "state": "NY", "zip": "11553"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest Event Reported): March 8, 2006

                           FREQUENCY ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                    1-8061                   11-1986657
(State or other jurisdiction        (Commission              (I.R.S. Employer
      of incorporation)            File Number)            Identification No.

55 Charles Lindbergh Blvd., Mitchel Field, NY                    11553
  (Address of principal executive offices)                     (Zip Code)

                                 (516) 794-4500
              (Registrant's telephone number, including area code)

                                      NONE
      (Former name, address and fiscal year, if changed since last report)
    -----------------------------------------------------------------------
     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

                                Page 1 of 4 pages
ITEM 8.01   OTHER EVENTS

     On March 8, 2006,  the board of  directors  of  registrant  declared a cash
dividend pursuant to its current policy for payment of cash dividends.  The cash
dividend  is in the per  share  amount  of  $0.10  on the  common  stock  of the
registrant,  payable on June 1, 2006 to  stockholders of record of such stock at
the close of business on April 30, 2006.

     Registrant's  cash dividend policy calls for the declaration and payment of
dividends to holders of registrant's common stock:

          a.   Subject to the discretion and satisfaction of registrant's  board
               of directors with registrant's  financial  condition,  results of
               its  operations,  and its  prospects  for future  investments  in
               growth, at the time of the declaration of such dividends; and

          b.   Subject  to the  discretion  and  satisfaction  of the  board  as
               aforesaid in declaring such dividends, to be paid on each of June
               1 and December 1 to the shareholders of record, respectively,  at
               the close of business on April 30 and October 31.

ITEM 9.01 (c).    EXHIBITS.

  99.1   Press Release of Frequency Electronics, Inc., dated March 9, 2006.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                         FREQUENCY ELECTRONICS, INC.

                                         By:  /s/ Alan Miller
                                              ---------------
                                                 Alan Miller
                                            Chief Financial Officer
                                                and Treasurer

Dated: March 9, 2006
Exhibit 99.1

                                  PRESS RELEASE

                        FEI DECLARES SEMI-ANNUAL DIVIDEND

Mitchel  Field,  NY,  March  9,  2006 - The  Board  of  Directors  of  Frequency
Electronics,  Inc.  (AMEX-FEI)  has declared a cash dividend of $0.10 per share,
payable on June 1, 2006 to  shareholders  of record on April 30, 2006. The Board
took  this  action  in  conformance  with its  established  policy  regarding  a
semi-annual cash dividend.

About Frequency Electronics
---------------------------

Frequency  Electronics,  Inc. is a world leader in the design,  development  and
manufacture  of high precision  timing,  frequency  control and  synchronization
products for space and terrestrial applications. The Company's products are used
in commercial,  government and military systems,  including  satellite payloads,
missiles,  UAVs, piloted aircraft, GPS, secure radios, SCADA, energy exploration
and wireline and wireless communication  networks. The Company has received over
60  awards  of  excellence  for   achievements  in  providing  high  performance
electronic  assemblies  for  over  120  space  programs.   The  Company  invests
significant  resources in research and  development  and strategic  acquisitions
world-wide to expand its capabilities and markets.  The Company's  Belgium-based
Gillam-FEI  subsidiary  provides the Company with expertise in wireline  network
synchronization,  monitoring and SCADA.  FEI-Zyfer in Anaheim,  CA, provides GPS
and secure timing ("SAASM")  capabilities  for critical  military and commercial
applications.  The Company has an  affiliate  in St.  Petersburg,  Russia  which
supplies  high-quality,   cost  effective  quartz  oscillators  and  components.
Additionally,  the  Company  operates a new,  modern  manufacturing  facility in
Tianjin,  China  through  its  wholly-owned  subsidiary,   FEI-Asia.  Additional
information is available on FEI's website: www.frequencyelectronics.com

Safe Harbor  Statement  under the Private  Securities  Litigation  Reform Act of
1995:  The  Statements  in this press release  regarding  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, inability to
integrate  operations  and  personnel,   actions  by  significant  customers  or
competitors,  general domestic and international  economic conditions,  consumer
spending  trends,  reliance  on  key  customers,  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, 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 release.

Contact information:  Alan Miller, CFO, or General Joseph P. Franklin, Chairman:
TELEPHONE: (516) 794-4500            WEBSITE:  www.frequencyelectronics.com