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, 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, former address and former 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 6 pages

<PAGE>


ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On March 8, 2005, Frequency Electronics, Inc. issued a press release, which
sets forth its results of  operations  for the quarter ended January 31, 2005. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.  Such information  shall not be deemed "filed" for purposes
of Section 18 of the  Securities  Exchange Act of 1934,  as amended,  and is not
incorporated by reference into any filing of the company, whether made before or
after the date hereof,  regardless of any general incorporation language in such
filing.

ITEM 9.01 (c).    EXHIBITS.

     99.1  Press Release of Frequency Electronics, Inc., dated March 8, 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: March 9, 2005



<PAGE>


                                                                    Exhibit 99.1

                                  PRESS RELEASE

    Frequency Electronics Announces Results for 3rd Quarter Fiscal Year 2005

Mitchel Field, NY, March 8, 2005 - Frequency Electronics,  Inc. (AMEX-FEI) today
announced  that revenues for the third quarter of fiscal year 2005,  which ended
31 January  2005,  were $11.2  million  compared  to $14.1  million for the same
period of fiscal 2004. For the nine month period ended 31 January 2005, revenues
were $43.3  million  compared  to $32.8  million in the first nine months of the
previous fiscal year.

In the third  quarter,  the Company  recorded a net loss of $368,000  ($0.04 per
diluted share),  compared to net income of $364,000, or $0.04 per diluted share,
in the same quarter of fiscal  2004.  For the nine month period ended 31 January
2005, net income was $1.5 million, or $0.17 per diluted share, compared to a net
loss of  $576,000  ($0.07 per  diluted  share) in the first  nine  months of the
previous fiscal year.  Results include prior period  restatement of earnings per
share and net income to reflect the Company's  equity income from its investment
in Morion, Inc.

General  Joseph  Franklin,  Chairman of the Board,  said:  "The  widely-reported
slowdown in OEM wireless  infrastructure  purchasing that began in the last half
of calendar year 2004 has been the primary influence on revenues in the last two
quarters.  Operating  results  in the past  quarter  were  further  impacted  by
increased  development  spending.  Comparing  this full fiscal year,  which ends
April 30th,  with fiscal  2004,  we continue to expect  increased  revenues  and
profitability. We will achieve this with no material contribution from our major
new product  developments.  Looking ahead to next fiscal year, our investment in
these new products will begin to contribute to the Company's ongoing growth."

Revenues for the  Commercial  Communications  segment were $5.3 million for this
past quarter and $25.4 million for the nine months of fiscal 2005.  Revenues for
the nine months of fiscal 2004 were $18.5  million.  Included in the nine months
of fiscal year 2005 revenues are commercial  satellite sales, which rose to $4.3
million, compared to $1.4 million in the first nine months of fiscal 2004

Third  quarter  revenues for the US  Government  segment were  $985,000 and $4.3
million  for the nine  months of fiscal  2005.  Revenues  for the nine months of
fiscal 2004 were $5.3 million.  Additional  US government  sales are included in
the FEI-Zyfer segment.

FEI-Zyfer's  revenues  for the third  quarter were $2.5 million and $6.6 million
for the nine months of fiscal  2005,  up from $4.0 million the first nine months
of fiscal 2004. The large  majority of FEI-Zyfer's  revenues are derived from US
government programs.

Gillam-FEI  recorded  revenues of $2.6  million  for the third  quarter and $7.6
million  for the nine  months of fiscal  2005.  Revenues  for the nine months of
fiscal 2004 were $5.2 million.

Research and development expenses during the third quarter were $2.0 million, up
from  $1.2  million  and  $1.6  million  in  the  first  and  second   quarters,
respectively. During the quarter, investment in new developments included:

     o Precision  Reference  Standards (PRS) for wireline  networks,  a joint
       effort  between  FEI  Communications,   Gillam-FEI,  and  FEI-Zyfer.

     o High-temperature clock technology for energy exploration.

     o Additional applications for the FE-405 high precision oscillator series.


<PAGE>


Chief Financial Officer,  Alan Miller, added the following comments:  "Operating
margins  during the quarter were  impacted by lower  revenues and the  increased
rate of R&D  spending.  Gross  margins  during  the third  quarter  were  32.9%,
compared to 34.4% for the preceding  six months.  R&D  expenditures  were 18% of
revenues  compared to 9% for the first six months. We anticipate R&D spending in
the fourth  quarter  will return to levels  comparable  to the first half of the
year."

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  voice,  video  and  data  telecommunications   delivered  by  satellite  or
terrestrial  means  for  both  commercial  and  DOD  customers.   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  critical  defense  applications  and for the ongoing  expansion of existing
wireless and wireline  networks.  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: General Joseph P. Franklin, telephone : (516) 794-4500
         WEBSITE: www.frequencyelectronics.com



<PAGE>

<TABLE>

                                             Frequency Electronics, Inc. and Subsidiaries
                                             Consolidated Condensed Summary of Operations
<CAPTION>

                                              Quarter Ended                Nine Months Ended
                                               January 31,                     January 31,
                                           2005          2004(a)         2005(a)         2004(a)
                                               (unaudited)                     (unaudited)
                                                 (in thousands except per share data)
<S>                                       <C>           <C>              <C>            <C>
Net Sales                                 $11,222       $14,052          $43,266        $32,831
Cost of Sales                               7,529         9,279           28,537         22,171
                                          -------       -------          -------        -------
       Gross Margin                         3,693         4,773           14,729         10,660

Selling and Administrative                  2,567         2,945            8,759          8,134
Restructuring Charge                            -           305                -            431
Research and Development                    2,025         1,394            4,850          4,309
                                          -------       -------          -------        -------
       Operating (Loss) Profit               (899)          129            1,120         (2,214)
Interest and Other, Net (a)                   361           388            1,225          1,606
                                          -------       -------          -------        -------
(Loss) Income before Taxes &
      Minority Interest                      (538)          517            2,345           (608)
Minority Interest                               -           (25)              (1)          (132)
                                          -------       -------          -------        -------
(Loss) Income before Income Taxes            (538)          542            2,346           (476)
Income Tax (Benefit) Provision               (170)          178              830            100
                                          -------       -------          -------        -------
       Net (Loss) Income                  $  (368)      $   364          $ 1,516        $  (576)
                                          =======       =======          =======        =======

Net (Loss) Income per Share:
         Basic                           $ (0.04)        $ 0.04          $ 0.18         $ (0.07)
                                         =======         ======          ======         =======
         Diluted                         $ (0.04)        $ 0.04          $ 0.17         $ (0.07)
                                         =======         ======          ======         =======
Average Shares Outstanding
         Basic                          8,499,274      8,379,375        8,473,679      8,364,837
                                        =========      =========        =========      =========
         Diluted                        8,499,274      8,589,893        8,682,099      8,364,837
                                        =========      =========        =========      =========

     (a) Prior period amounts have been restated to reflect the Company's equity
                     income from its investment in Morion, Inc.
</TABLE>

                                    Frequency Electronics, Inc. and Subsidiaries
                                         Consolidated Condensed Balance Sheets

                                          January 31,             April 30,
                                             2005                  2004(a)
                                                    (in thousands)
ASSETS
Cash & Marketable Securities               $ 34,400              $ 31,389
Accounts Receivable                          12,862                15,036
Inventories                                  23,116                21,925
Other Current Assets                          3,110                 4,485
Property, Plant & Equipment                  11,158                11,486
Other Assets                                  9,722                 8,546
                                           --------              --------
                                           $ 94,368              $ 92,867
                                           ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities                        $  9,091              $ 11,827
Long-term Obligations and Other              17,237                17,657
Stockholder' Equity                          68,040                63,383
                                           --------              --------
                                           $ 94,368              $ 92,867
                                           ========              ========
[{"type": "8-K", "sequence": "1", "filename": "earnings_8k.txt", "description": "Q3 FY2005 EARNINGS PRESS RELEASE", "secsgml_size_bytes": 15040}]
{"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": "05669190"}, "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, 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, former address and former 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 6 pages
ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On March 8, 2005, Frequency Electronics, Inc. issued a press release, which
sets forth its results of  operations  for the quarter ended January 31, 2005. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.  Such information  shall not be deemed "filed" for purposes
of Section 18 of the  Securities  Exchange Act of 1934,  as amended,  and is not
incorporated by reference into any filing of the company, whether made before or
after the date hereof,  regardless of any general incorporation language in such
filing.

ITEM 9.01 (c).    EXHIBITS.

     99.1  Press Release of Frequency Electronics, Inc., dated March 8, 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: March 9, 2005
Exhibit 99.1

                                  PRESS RELEASE

    Frequency Electronics Announces Results for 3rd Quarter Fiscal Year 2005

Mitchel Field, NY, March 8, 2005 - Frequency Electronics,  Inc. (AMEX-FEI) today
announced  that revenues for the third quarter of fiscal year 2005,  which ended
31 January  2005,  were $11.2  million  compared  to $14.1  million for the same
period of fiscal 2004. For the nine month period ended 31 January 2005, revenues
were $43.3  million  compared  to $32.8  million in the first nine months of the
previous fiscal year.

In the third  quarter,  the Company  recorded a net loss of $368,000  ($0.04 per
diluted share),  compared to net income of $364,000, or $0.04 per diluted share,
in the same quarter of fiscal  2004.  For the nine month period ended 31 January
2005, net income was $1.5 million, or $0.17 per diluted share, compared to a net
loss of  $576,000  ($0.07 per  diluted  share) in the first  nine  months of the
previous fiscal year.  Results include prior period  restatement of earnings per
share and net income to reflect the Company's  equity income from its investment
in Morion, Inc.

General  Joseph  Franklin,  Chairman of the Board,  said:  "The  widely-reported
slowdown in OEM wireless  infrastructure  purchasing that began in the last half
of calendar year 2004 has been the primary influence on revenues in the last two
quarters.  Operating  results  in the past  quarter  were  further  impacted  by
increased  development  spending.  Comparing  this full fiscal year,  which ends
April 30th,  with fiscal  2004,  we continue to expect  increased  revenues  and
profitability. We will achieve this with no material contribution from our major
new product  developments.  Looking ahead to next fiscal year, our investment in
these new products will begin to contribute to the Company's ongoing growth."

Revenues for the  Commercial  Communications  segment were $5.3 million for this
past quarter and $25.4 million for the nine months of fiscal 2005.  Revenues for
the nine months of fiscal 2004 were $18.5  million.  Included in the nine months
of fiscal year 2005 revenues are commercial  satellite sales, which rose to $4.3
million, compared to $1.4 million in the first nine months of fiscal 2004

Third  quarter  revenues for the US  Government  segment were  $985,000 and $4.3
million  for the nine  months of fiscal  2005.  Revenues  for the nine months of
fiscal 2004 were $5.3 million.  Additional  US government  sales are included in
the FEI-Zyfer segment.

FEI-Zyfer's  revenues  for the third  quarter were $2.5 million and $6.6 million
for the nine months of fiscal  2005,  up from $4.0 million the first nine months
of fiscal 2004. The large  majority of FEI-Zyfer's  revenues are derived from US
government programs.

Gillam-FEI  recorded  revenues of $2.6  million  for the third  quarter and $7.6
million  for the nine  months of fiscal  2005.  Revenues  for the nine months of
fiscal 2004 were $5.2 million.

Research and development expenses during the third quarter were $2.0 million, up
from  $1.2  million  and  $1.6  million  in  the  first  and  second   quarters,
respectively. During the quarter, investment in new developments included:

     o Precision  Reference  Standards (PRS) for wireline  networks,  a joint
       effort  between  FEI  Communications,   Gillam-FEI,  and  FEI-Zyfer.

     o High-temperature clock technology for energy exploration.

     o Additional applications for the FE-405 high precision oscillator series.
Chief Financial Officer,  Alan Miller, added the following comments:  "Operating
margins  during the quarter were  impacted by lower  revenues and the  increased
rate of R&D  spending.  Gross  margins  during  the third  quarter  were  32.9%,
compared to 34.4% for the preceding  six months.  R&D  expenditures  were 18% of
revenues  compared to 9% for the first six months. We anticipate R&D spending in
the fourth  quarter  will return to levels  comparable  to the first half of the
year."

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  voice,  video  and  data  telecommunications   delivered  by  satellite  or
terrestrial  means  for  both  commercial  and  DOD  customers.   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  critical  defense  applications  and for the ongoing  expansion of existing
wireless and wireline  networks.  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: General Joseph P. Franklin, telephone : (516) 794-4500
         WEBSITE: www.frequencyelectronics.com
Frequency Electronics, Inc. and Subsidiaries
                                             Consolidated Condensed Summary of Operations
Quarter Ended                Nine Months Ended
                                               January 31,                     January 31,
                                           2005          2004(a)         2005(a)         2004(a)
                                               (unaudited)                     (unaudited)
                                                 (in thousands except per share data)
Net Sales                                 $11,222       $14,052          $43,266        $32,831
Cost of Sales                               7,529         9,279           28,537         22,171
                                          -------       -------          -------        -------
       Gross Margin                         3,693         4,773           14,729         10,660

Selling and Administrative                  2,567         2,945            8,759          8,134
Restructuring Charge                            -           305                -            431
Research and Development                    2,025         1,394            4,850          4,309
                                          -------       -------          -------        -------
       Operating (Loss) Profit               (899)          129            1,120         (2,214)
Interest and Other, Net (a)                   361           388            1,225          1,606
                                          -------       -------          -------        -------
(Loss) Income before Taxes &
      Minority Interest                      (538)          517            2,345           (608)
Minority Interest                               -           (25)              (1)          (132)
                                          -------       -------          -------        -------
(Loss) Income before Income Taxes            (538)          542            2,346           (476)
Income Tax (Benefit) Provision               (170)          178              830            100
                                          -------       -------          -------        -------
       Net (Loss) Income                  $  (368)      $   364          $ 1,516        $  (576)
                                          =======       =======          =======        =======

Net (Loss) Income per Share:
         Basic                           $ (0.04)        $ 0.04          $ 0.18         $ (0.07)
                                         =======         ======          ======         =======
         Diluted                         $ (0.04)        $ 0.04          $ 0.17         $ (0.07)
                                         =======         ======          ======         =======
Average Shares Outstanding
         Basic                          8,499,274      8,379,375        8,473,679      8,364,837
                                        =========      =========        =========      =========
         Diluted                        8,499,274      8,589,893        8,682,099      8,364,837
                                        =========      =========        =========      =========

     (a) Prior period amounts have been restated to reflect the Company's equity
                     income from its investment in Morion, Inc.
Frequency Electronics, Inc. and Subsidiaries
                                         Consolidated Condensed Balance Sheets

                                          January 31,             April 30,
                                             2005                  2004(a)
                                                    (in thousands)
ASSETS
Cash & Marketable Securities               $ 34,400              $ 31,389
Accounts Receivable                          12,862                15,036
Inventories                                  23,116                21,925
Other Current Assets                          3,110                 4,485
Property, Plant & Equipment                  11,158                11,486
Other Assets                                  9,722                 8,546
                                           --------              --------
                                           $ 94,368              $ 92,867
                                           ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities                        $  9,091              $ 11,827
Long-term Obligations and Other              17,237                17,657
Stockholder' Equity                          68,040                63,383
                                           --------              --------
                                           $ 94,368              $ 92,867
                                           ========              ========