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): September 29, 2005

                           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 or 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 September 29, 2005, 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 December 1, 2005 to stockholders of record of such stock
at the close of business on October 31, 2005.
     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 September 29, 2005.



<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: September 29, 2005



<PAGE>


                                                                    Exhibit 99.1

                                  PRESS RELEASE

                        FEI DECLARES SEMI-ANNUAL DIVIDEND

Mitchel  Field,  NY,  September  29,  2005- The Board of  Directors of Frequency
Electronics,  Inc.  (AMEX-FEI)  has declared a cash dividend of $0.10 per share,
payable on December 1, 2005 to  shareholders  of record on October 31, 2005. 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-technology  frequency,  timing and synchronization  products
for satellite and  terrestrial  voice,  video and data  telecommunications.  The
Company's  technologies  provide unique  solutions  that are essential  building
blocks  for  the  next   generation  of  broadband   wireless  and  fiber  optic
communications  systems,  for the ongoing  expansion  of existing  wireless  and
wireline  networks and for many major programs for the Department of Defense and
other U.S.  Government  agencies.  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  in  strategic   acquisitions  to  expand  its
capabilities  and markets.  The  Company's  Gillam-FEI  subsidiary  provides the
Company  with  expertise  in  wireline  network  synchronization  and  access to
worldwide service  providers.  The FEI-Zyfer  subsidiary  provides secure timing
("SAASM")  capabilities  for  critical  military  and  commercial  applications.
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  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,  ability  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: General Joseph P. Franklin, 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": "051111457"}, "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): September 29, 2005

                           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 or 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 September 29, 2005, 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 December 1, 2005 to stockholders of record of such stock
at the close of business on October 31, 2005.
     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 September 29, 2005.
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: September 29, 2005
Exhibit 99.1

                                  PRESS RELEASE

                        FEI DECLARES SEMI-ANNUAL DIVIDEND

Mitchel  Field,  NY,  September  29,  2005- The Board of  Directors of Frequency
Electronics,  Inc.  (AMEX-FEI)  has declared a cash dividend of $0.10 per share,
payable on December 1, 2005 to  shareholders  of record on October 31, 2005. 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-technology  frequency,  timing and synchronization  products
for satellite and  terrestrial  voice,  video and data  telecommunications.  The
Company's  technologies  provide unique  solutions  that are essential  building
blocks  for  the  next   generation  of  broadband   wireless  and  fiber  optic
communications  systems,  for the ongoing  expansion  of existing  wireless  and
wireline  networks and for many major programs for the Department of Defense and
other U.S.  Government  agencies.  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  in  strategic   acquisitions  to  expand  its
capabilities  and markets.  The  Company's  Gillam-FEI  subsidiary  provides the
Company  with  expertise  in  wireline  network  synchronization  and  access to
worldwide service  providers.  The FEI-Zyfer  subsidiary  provides secure timing
("SAASM")  capabilities  for  critical  military  and  commercial  applications.
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  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,  ability  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: General Joseph P. Franklin, telephone : (516) 794-4500
         WEBSITE: www.frequencyelectronics.com