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): August 2, 2000

                           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)

-----------------------------------------------------------------------

                                Page 1 of 4 pages
<PAGE>

ITEM 5.         OTHER EVENTS

         On October 4, 2000,  the Chancery Court of the State of Delaware In and
For New  Castle  County  entered an Order and Final  Judgment  of  Dismissal  of
Derivative  Action  ("Final  Order") in the  action  entitled  "In Re  Frequency
Electronics Derivative Litigation, Court of Chancery of the State of Delaware In
and For New Castle County,  Civil Action No. 13266",  ("Derivative  Litigation")
approving a  Stipulation  of  Settlement  dated  August 2, 2000  entered into by
Frequency  Electronics,  Inc.  (referred to as "FEI" or "Registrant") and all of
the  other  parties  to  the  Derivative  Litigation  ("Stipulation"),   thereby
concluding a disposition  of the Derivative  Litigation  and certain  previously
reported pending litigations, as follows:

1.   "In the  Court of the  Chancery  for the State of  Delaware  In and For New
     Castle  County,   Diane  Solash   Derivatively,   on  behalf  of  Frequency
     Electronics, Inc., a Delaware Corporation,  Plaintiff, vs. Martin B. Bloch,
     Peter O. Clark, Joseph P. Franklin, Joel Girsky, Abraham Lazar, John C. Ho,
     E. John Rosenwald, Jr., individuals,  Defendants and Frequency Electronics,
     Inc., a Delaware  Corporation,  Nominal Defendant",  Civil Action No. 13266
     ("Solash Action").

2.   "In the Court of  Chancery  of the State of  Delaware In and For New Castle
     County, Moise Katz Derivatively, on behalf of Frequency Electronics,  Inc.,
     a Delaware  corporation,  Plaintiff,  vs. Martin B. Bloch,  Peter O. Clark,
     Joseph  P.  Franklin,  Joel  Girsky,  John C. Ho,  Abraham  Lazar,  E. John
     Rosenwald, Jr., Harry Newman, Marvin Norworth, individuals, Defendants, and
     Frequency  Electronics,  Inc., a Delaware Corporation,  Nominal Defendant',
     Civil Action No. 13841 ("Katz Delaware Action").

The Solash  Action and the Katz  Delaware  Action  were  consolidated  under the
caption of the Derivative Litigation pursuant to a prior Order of the Court.

         Pursuant to the Final Order and the Stipulation of Settlement  approved
by the Court, the Derivative  Litigation was disposed of, as follows: all claims
that have been,  could have been,  or in the future  could be asserted by FEI or
the Plaintiffs  derivatively on behalf of FEI or as  representatives  of all FEI
shareholders  arising out of the Solash Action,  the Katz Delaware Action or the
Derivative  Litigation against the defendants,  were released and the Derivative
Action was dismissed with prejudice and without costs;  Plaintiffs' counsel were
awarded  attorneys' fees and expenses in the amount of $218,684.20 to be paid by
FEI;  provision was made that the FEI Audit Committee shall consist of three (3)
persons,  each of whom is an outside  director (not including a director who was
an officer of FEI within the past three years),  until the Audit Committee is so
constituted,  any member of the Audit Committee who is not an outside  director,
shall abstain from voting on any matter before the Audit Committee in which such
member  has an  interest  which  may  interfere  with  his or  her  exercise  of
independent  judgement  and,  the Board of Directors  may appoint an  additional
director  to the  Audit  Committee  that  is not an  outside  director  if  such
appointment is determined to be in the best interests of FEI, provided, however,
FEI shall comply with the American Stock Exchange listing standards with respect
<PAGE>

to its Audit Committee requirements,  at such time as compliance is required, to
the extent that any of the foregoing  provisions are inconsistent or in conflict
with the  listing  standards;  the  Board of  Directors  of FEI  shall  create a
Government  Compliance  Committee ("GCC")  consisting of two (2) persons who are
outside  directors,  and the Board of Directors may designate one (1) additional
director  who is not an outside  director if the Board  determines  it is in the
best  interests  of FEI,  and the GCC shall meet at least  biannually  to review
compliance  with government  contracting  laws and regulations and report to the
Board on the steps  that the  responsible  officers  of FEI have taken to insure
compliance  with the applicable  laws and  regulations.  In accordance  with the
Final Order,  the Derivative  Action was dismissed with prejudice on October 10,
2000,  the date upon  which  the terms of the  Stipulation  were  complied  with
including the payment by FEI of the plaintiff's attorneys' fees and costs.

         For a further discussion of the Solash Action, the Katz Delaware Action
and the Derivative  Litigation  reference is made to the Form 10K for the fiscal
year  ended  April 30,  2000  filed by FEI under  Section  13 of the  Securities
Exchange Act of 1934 which is on file at the Securities and Exchange Commission.


<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/Martin B. Bloch
                                                ------------------
                                                Martin B. Bloch, President and
                                                Chief Executive Officer

Dated: November 1, 2000
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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": "751257"}, "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"}}
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): August 2, 2000

                           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)

-----------------------------------------------------------------------

                                Page 1 of 4 pages
ITEM 5.         OTHER EVENTS

         On October 4, 2000,  the Chancery Court of the State of Delaware In and
For New  Castle  County  entered an Order and Final  Judgment  of  Dismissal  of
Derivative  Action  ("Final  Order") in the  action  entitled  "In Re  Frequency
Electronics Derivative Litigation, Court of Chancery of the State of Delaware In
and For New Castle County,  Civil Action No. 13266",  ("Derivative  Litigation")
approving a  Stipulation  of  Settlement  dated  August 2, 2000  entered into by
Frequency  Electronics,  Inc.  (referred to as "FEI" or "Registrant") and all of
the  other  parties  to  the  Derivative  Litigation  ("Stipulation"),   thereby
concluding a disposition  of the Derivative  Litigation  and certain  previously
reported pending litigations, as follows:

1.   "In the  Court of the  Chancery  for the State of  Delaware  In and For New
     Castle  County,   Diane  Solash   Derivatively,   on  behalf  of  Frequency
     Electronics, Inc., a Delaware Corporation,  Plaintiff, vs. Martin B. Bloch,
     Peter O. Clark, Joseph P. Franklin, Joel Girsky, Abraham Lazar, John C. Ho,
     E. John Rosenwald, Jr., individuals,  Defendants and Frequency Electronics,
     Inc., a Delaware  Corporation,  Nominal Defendant",  Civil Action No. 13266
     ("Solash Action").

2.   "In the Court of  Chancery  of the State of  Delaware In and For New Castle
     County, Moise Katz Derivatively, on behalf of Frequency Electronics,  Inc.,
     a Delaware  corporation,  Plaintiff,  vs. Martin B. Bloch,  Peter O. Clark,
     Joseph  P.  Franklin,  Joel  Girsky,  John C. Ho,  Abraham  Lazar,  E. John
     Rosenwald, Jr., Harry Newman, Marvin Norworth, individuals, Defendants, and
     Frequency  Electronics,  Inc., a Delaware Corporation,  Nominal Defendant',
     Civil Action No. 13841 ("Katz Delaware Action").

The Solash  Action and the Katz  Delaware  Action  were  consolidated  under the
caption of the Derivative Litigation pursuant to a prior Order of the Court.

         Pursuant to the Final Order and the Stipulation of Settlement  approved
by the Court, the Derivative  Litigation was disposed of, as follows: all claims
that have been,  could have been,  or in the future  could be asserted by FEI or
the Plaintiffs  derivatively on behalf of FEI or as  representatives  of all FEI
shareholders  arising out of the Solash Action,  the Katz Delaware Action or the
Derivative  Litigation against the defendants,  were released and the Derivative
Action was dismissed with prejudice and without costs;  Plaintiffs' counsel were
awarded  attorneys' fees and expenses in the amount of $218,684.20 to be paid by
FEI;  provision was made that the FEI Audit Committee shall consist of three (3)
persons,  each of whom is an outside  director (not including a director who was
an officer of FEI within the past three years),  until the Audit Committee is so
constituted,  any member of the Audit Committee who is not an outside  director,
shall abstain from voting on any matter before the Audit Committee in which such
member  has an  interest  which  may  interfere  with  his or  her  exercise  of
independent  judgement  and,  the Board of Directors  may appoint an  additional
director  to the  Audit  Committee  that  is not an  outside  director  if  such
appointment is determined to be in the best interests of FEI, provided, however,
FEI shall comply with the American Stock Exchange listing standards with respect
to its Audit Committee requirements,  at such time as compliance is required, to
the extent that any of the foregoing  provisions are inconsistent or in conflict
with the  listing  standards;  the  Board of  Directors  of FEI  shall  create a
Government  Compliance  Committee ("GCC")  consisting of two (2) persons who are
outside  directors,  and the Board of Directors may designate one (1) additional
director  who is not an outside  director if the Board  determines  it is in the
best  interests  of FEI,  and the GCC shall meet at least  biannually  to review
compliance  with government  contracting  laws and regulations and report to the
Board on the steps  that the  responsible  officers  of FEI have taken to insure
compliance  with the applicable  laws and  regulations.  In accordance  with the
Final Order,  the Derivative  Action was dismissed with prejudice on October 10,
2000,  the date upon  which  the terms of the  Stipulation  were  complied  with
including the payment by FEI of the plaintiff's attorneys' fees and costs.

         For a further discussion of the Solash Action, the Katz Delaware Action
and the Derivative  Litigation  reference is made to the Form 10K for the fiscal
year  ended  April 30,  2000  filed by FEI under  Section  13 of the  Securities
Exchange Act of 1934 which is on file at the Securities and Exchange Commission.
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/Martin B. Bloch
                                                ------------------
                                                Martin B. Bloch, President and
                                                Chief Executive Officer

Dated: November 1, 2000