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): December 1, 1997



                           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)


                               Page 1 of 7 pages

<PAGE>


ITEM 5.  OTHER EVENTS

         As previously reported on Form 8-K dated October 14, 1997, the board of
directors of  registrant,  on October 14, 1997,  declared a cash  dividend and a
stock  dividend  on its common  stock.  Each of these  dividends  was payable on
Monday,  December 1, 1997 (the "Payment  Date") to  stockholders of record as of
the close of business  on Friday,  October 31,  1997 (the  "Record  Date").  The
details of these dividends are as follows:

         The Cash Dividend:  The cash dividend was paid at the rate of $0.15 per
         share.  The cash dividend did not apply to additional  shares issued by
         way of the stock dividend (the "Dividend Shares").  With respect to the
         cash  dividend,  registrant's  common  stock  was  traded  ex  dividend
         commencing Wednesday, October 29, 1997.

         The  Stock  Dividend:  The stock  dividend  was paid at the rate of one
         Dividend Share for two shares held. In the event a stockholder  held an
         odd number of shares as of the  Record  Date,  in lieu of a  fractional
         share,  registrant made a cash payment on the Payment Date. The payment
         was  calculated  at the rate of  one-third  of the last per share  sale
         price of the common  stock on the Record Date,  October 31, 1997.  With
         respect to the stock dividend, registrant's common stock will be traded
         ex dividend commencing Tuesday, December 2, 1997, due bills having been
         used between the Record Date and Payment Date.  Dividend Shares will be
         paid to  registrant  on its  treasury  stock in order that it  maintain
         parity of its treasury stock ownership.  Cash in lieu of one fractional
         share was not paid by registrant to itself, but rather,  registrant was
         issued one full share on account of the fractional share.

         As of the Record  Date the  following  amounts of  registrant's  common
stock applied:

Outstanding Shares, Treasury Shares, and Issued Shares

Shares outstanding (exclusive of affiliates' shares
   registered under Form S-8)                        5,047,107
Shares outstanding (affiliates' shares registered
   under Form S-8)                                      91,000
                                                    ----------
Total shares outstanding                                       5,138,107
Treasury shares                                                  868,193
                                                               ---------
Total shares issued                                            6,006,300

Stock Dividend

Payable to non-affiliates                   2,523,362
Payable to affiliates on account of shares
   registered under Form S-8                   45,500
                                            ---------
Payable on outstanding shares                        2,568,862
Payable on treasury stock                              434,097
                                                     ---------
Total Dividend Shares Payable                                  3,002,959.0
Fractional shares, less fractional share on
   treasury stock (expressed in whole shares)                        191.5
                                                               -----------
Total Dividend Shares and fractional shares, as adjusted       3,003,150.0

Payments of Cash Dividend and In Lieu of Fractional Shares

Cash dividend on 5,138,107 outstanding shares @ $0.15         $770,716.05

Cash in lieu of 383 fractional shares @ 1/3 of $29.25 or 
   $9.75, the last per share market sale price on the 
   Record Date                                                   3,734.25
Total cash payments of cash dividends and fractional          -----------
   share dividends                                            $774,450.30


         Dividend  Shares  paid to  non-affiliates  of  registrant  were  issued
pursuant to the exemption from  registration  provided by Section 3(a)(9) of the
Securities Act of 1933, as amended (the "Act").  45,500  Dividend Shares paid to
affiliates of registrant,  while likewise exempt from registration,  were issued
pursuant to their  registration  hereunder  under Form S-8 under the Act and, in
addition,  335,855  Dividend  Shares  reserved for future issuance on account of
anti-dilution  provisions  of stock  options  and  stock  purchase  rights,  are
registered hereunder, as hereinafter provided.

Form S-8 Registration Statement, File No. 333-08901

         Registrant  has, and had on the Record Date, an effective  registration
statement on file with the Securities and Exchange Commission (the "Commission")
on Form  S-8  No.  333-08901  which  became  effective  on July  26,  1996  (the
"Registration Statement").  The Registration Statement relates to certain shares
of  registrant's  common stock issued and/or  issuable  under the 1982 Frequency
Electronics,  Inc.  Incentive  Stock  Option  Plan (the "1982  Plan"),  the 1984
Frequency  Electronics,  Inc. Incentive Stock Option Plan (the "1984 Plan"), the
Frequency  Electronics,  Inc.  1987 Stock  Option  Plan (the "1987  Plan"),  the
Frequency  Electronics,  Inc.  Senior  Executive  Stock Option Plan (the "Senior
Executive Plan"),  the Frequency  Electronics,  Inc.  Restricted Stock Plan (the
"Restricted Stock Plan") and the Frequency  Electronics,  Inc. 1993 Nonstatutory
Stock Option Plan (the "1993 Plan") (singly and collectively the "Plans").  Each
of the Plans contains  anti-dilution  provisions  which provide that appropriate
adjustments will be made in the number of shares and exercise price per share of
stock subject to the stock  options/rights  granted under the Plans in the event
of a stock dividend.

         Rule 416(b) of the  Securities  Act of 1933, as amended,  provides that
if,  prior to the  completion  of a  distribution  of  securities  covered  by a
registration  statement,  additional  securities of the same class are issued or
issuable as the result of a stock dividend,  the  registration  statement shall,
unless expressly provided therein, be deemed to cover such additional securities
resulting  from the stock  dividend on the  registered  securities.  A principal
purpose of this Form 8-K is to amend the  Registration  Statement to reflect the
change in the amount of the securities offered.  The number of additional shares
to be registered  under the  Registration  Statement  consists of the sum of the
following:

 (i)      the number of issued but unexercised Plan options/rights owned at 
          the close of business on the Record Date x 0.5;

                     413,209 x 0.5 = 206,605 (rounded)

 (ii)     the number of common shares owned by affiliates of the registrant at 
          the close of business on the Record Date as the result of exercises 
          of Plan options/rights x 0.5;

                      91,000 x 0.5 = 45,500

 (iii)    the number of shares eligible for future issuance pursuant to Plans
          from which options/rights were still eligible for issuance at the
          close of business on the Record Date x 0.5.

                     258,500 x 0.5 = 129,250

       (i)      206,605
    + (ii)       45,500
    +(iii)      129,250
                -------
                381,355 = additional number of shares to be registered




<PAGE>


         On a  Plan  by  Plan  basis  the  number  of  additional  shares  to be
registered under the Registration Statement is as follows:


                                               Shares Owned
                                              By Affiliates           Additional
                 Issued But   Options/Rights    Following               Shares
                 Unexercised  Still Available  Option/Right             To Be
Name of Plan   Options/Rights  For Issuance     Exercises    Total    Registered

1982 Plan          27,925             -0-          -0-       27,925     13,963
1984 Plan          39,362             -0-       17,000(1)    56,362     28,181
1987 Plan          71,922             -0-          -0-       71,922     35,961
Restricted 
 Stock Plan        70,000          66,500       74,000(1)   210,500    105,250
Senior 
 Executive Plan   125,000          25,000          -0-      150,000     75,000
1993 Plan          79,000         167,000          -0-      246,000    123,000
                  ------------------------------------------------------------

                  413,209         258,500       91,000      762,709   381,355

(1)      Represents shares owned by affiliates of the registrant at the close of
         business on the Record  Date.  These shares were issued  following  the
         exercise by such affiliates of Plan stock options and/or stock purchase
         rights prior to the Record Date.  Consequently,  the 45,500  additional
         shares to be registered under the Registration  Statement against these
         shares as the result of the stock dividend do not represent  additional
         shares to be issued under the Plans.  They represent  additional shares
         to be  registered  under the Selling  Shareholder  Table of the Reoffer
         Prospectus comprising part of the Registration Statement.

         The Selling  Shareholder  Table (the "Table") of  registrant's  Reoffer
Prospectus (the "Prospectus") has been updated and revised effective December 2,
1997 to reflect the stock dividend.  The Table,  as set forth below,  supersedes
certain information  contained in prior Tables. It should be read in conjunction
with the information set forth in the Prospectus. Capitalized terms used but not
defined herein shall have the meaning given to such terms in the Prospectus.


<PAGE>

<TABLE>
<CAPTION>

                                                     Number                 Number        Percentage
                                                       of                     of             of
                                                     Common      Number      Common        Common
                                                     Shares       of         Shares        Shares
                                     Position        Owned       Common      Owned         Owned
   Selling                             with         Prior to     Shares      After         After
 Shareholder       Plan              Company       Offering(1)  Offered(1)  Offering(1)  Offering(2)

<S>              <C>                 <C>             <C>        <C>         <C>             <C>
Martin Bloch     Senior Executive    President,
                    Plan             Director        847,891    150,000     645,391         7.7%
                 Restricted Stock     (3)(6)(7)                  52,500
                    Plan                                        -------
                                                                202,500

Joseph Franklin  Senior Executive    Chairman,       135,000     37,500      45,000              (8)
                    Plan             CEO,                        52,500
                 Restricted Stock    CFO(7)                      ------
                    Plan                                         90,000


Markus Hechler   1982 Plan           Vice President   71,250      11,250        750              (8)
                 1984 Plan           Acting                        9,750
                 1987 Plan           Secretary(7)                 27,000
                 Restricted Stock
                    Plan                                          15,000
                 1993 Plan                                         7,500
                                                                  ------
                                                                  70,500

John Ho          Restricted Stock    Director(7)
                    Plan                              54,187      15,000     39,187              (8)
                                                                  ------
                                                                  15,000

Abraham Lazar    1984 Plan           Director          9,000       9,000          0            0
                                     (4)(6)(7)                     -----
                                                                   9,000

Len Martire      1984 Plan           Vice President   62,850      37,350          0            0
                 1987 Plan              (7)                        7,500
                 Restricted Stock
                    Plan                                          13,500
                 1993 Plan                                         4,500
                                                                  ------
                                                                  62,850

Marvin Meirs     1984 Plan            Vice President  56,950       7,500     26,950              (8)
                 Restricted Stock        (7)
                    Plan                                          15,000
                 1993 Plan                                         7,500
                                                                  ------
                                                                  30,000

Harry Newman     1982 Plan            Secretary,      27,001       5,700      7,858              (8)
                 1984 Plan            Treasurer                    5,943
                 Restricted Stock     (5)(6)(7)
                    Plan                                           7,500
                                                                  ------
                                                                  19,143

Charles Stone    1982 Plan            Vice President  46,017       9,000      7,314              (8)
                 1984 Plan               (7)                       4,500
                 1987 Plan                                        14,703
                 Restricted Stock
                    Plan                                           7,500
                 1993 Plan                                         3,000
                                                                  ------
                                                                  38,703

Al Vulcan        Restricted Stock    Vice President   22,500      15,000          0            0 
                    Plan                                           7,500
                 1993 Plan                                        ------
                                                                  22,500

Holders of  
 Control         Senior
 Securities      Executive Plan         N/A            N/A        37,500       N/A              N/A

Holders of
 Control         Restricted
 Securities      Stock Plan             N/A            N/A        99,750       N/A              N/A
   
Holders of
 Control
 Securities      1993 Plan              N/A            N/A       250,500       N/A              N/A
                                                                 -------

TOTAL                                                            947,946
                                                                 =======

</TABLE>

<PAGE>


(1)      Includes  shares of common  stock which may be issued upon the exercise
         of outstanding  stock options or stock purchase  rights under the Plans
         but does not include  (except as listed  generically  under the heading
         "Number of Common  Shares  Offered") an  additional  387,750  shares of
         common stock which may be issued upon the exercise of stock  options or
         stock purchase rights issuable in the future under the Plans.

(2)      Based upon  8,326,783  shares  being issued and  outstanding  including
         619,814 shares of common stock which may be issued upon the exercise of
         outstanding  stock options or stock purchase rights under the Plans but
         excluding  1,302,290  issued  common  shares  currently  being  held as
         treasury  stock and also  excluding  387,750 common shares which may be
         issued upon the  exercise  of stock  options or stock  purchase  rights
         issuable in the future under the Plans.

(3)      At this time,  Martin  Bloch has taken a voluntary  leave of absence as
         president of the Company,  and is attending  Company board meetings and
         acting solely in an advisory  capacity.  He is not participating in any
         Company board  decisions or board actions (by vote,  written consent or
         otherwise) and is voluntarily  abstaining  from  participation,  except
         when  called  upon  for  information,  from  any  board  discussion  of
         corporate policy or board action.

(4)      At this time, Abraham Lazar is voluntarily  abstaining from any further
         attendance at or participation in Company board meetings or other board
         activities.

(5)      At this time, Harry Newman has taken  a  voluntary  leave of absence as
         secretary and treasurer of the Company.

(6)      The foregoing  restrictions  on Messrs.  Bloch's,  Lazar's and Newman's
         participation  in the  Company's  affairs  will  abide  until the final
         disposition of the Federal  Indictment as to each of them  respectively
         whereby,  depending on the result, they will respectively either resign
         from or resume their original positions. See Item 3 - Legal Proceedings
         in the  Company's  Annual Report on Form 10-K for the fiscal year ended
         April 30, 1997 which is incorporated herein by reference.

(7)      The Selling Shareholder  serves or  has served  as  an  officer  and/or
         director of one or more subsidiaries of the Company at some time within
         the past three years.

(8)      Less than 1%





<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/ Joseph P. Franklin
                            -------------------------
                               JOSEPH P. FRANKLIN,
                                 Chairman of the
                               Board of Directors


Dated:   December 2, 1997
[{"type": "8-K", "sequence": "1", "description": "RE: CASH AND STOCK DIVIDENDS PAYABLE 12/1/97", "secsgml_size_bytes": 19674}]
{"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": "97731601"}, "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): December 1, 1997

                           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)

                               Page 1 of 7 pages
ITEM 5.  OTHER EVENTS

         As previously reported on Form 8-K dated October 14, 1997, the board of
directors of  registrant,  on October 14, 1997,  declared a cash  dividend and a
stock  dividend  on its common  stock.  Each of these  dividends  was payable on
Monday,  December 1, 1997 (the "Payment  Date") to  stockholders of record as of
the close of business  on Friday,  October 31,  1997 (the  "Record  Date").  The
details of these dividends are as follows:

         The Cash Dividend:  The cash dividend was paid at the rate of $0.15 per
         share.  The cash dividend did not apply to additional  shares issued by
         way of the stock dividend (the "Dividend Shares").  With respect to the
         cash  dividend,  registrant's  common  stock  was  traded  ex  dividend
         commencing Wednesday, October 29, 1997.

         The  Stock  Dividend:  The stock  dividend  was paid at the rate of one
         Dividend Share for two shares held. In the event a stockholder  held an
         odd number of shares as of the  Record  Date,  in lieu of a  fractional
         share,  registrant made a cash payment on the Payment Date. The payment
         was  calculated  at the rate of  one-third  of the last per share  sale
         price of the common  stock on the Record Date,  October 31, 1997.  With
         respect to the stock dividend, registrant's common stock will be traded
         ex dividend commencing Tuesday, December 2, 1997, due bills having been
         used between the Record Date and Payment Date.  Dividend Shares will be
         paid to  registrant  on its  treasury  stock in order that it  maintain
         parity of its treasury stock ownership.  Cash in lieu of one fractional
         share was not paid by registrant to itself, but rather,  registrant was
         issued one full share on account of the fractional share.

         As of the Record  Date the  following  amounts of  registrant's  common
stock applied:

Outstanding Shares, Treasury Shares, and Issued Shares

Shares outstanding (exclusive of affiliates' shares
   registered under Form S-8)                        5,047,107
Shares outstanding (affiliates' shares registered
   under Form S-8)                                      91,000
                                                    ----------
Total shares outstanding                                       5,138,107
Treasury shares                                                  868,193
                                                               ---------
Total shares issued                                            6,006,300

Stock Dividend

Payable to non-affiliates                   2,523,362
Payable to affiliates on account of shares
   registered under Form S-8                   45,500
                                            ---------
Payable on outstanding shares                        2,568,862
Payable on treasury stock                              434,097
                                                     ---------
Total Dividend Shares Payable                                  3,002,959.0
Fractional shares, less fractional share on
   treasury stock (expressed in whole shares)                        191.5
                                                               -----------
Total Dividend Shares and fractional shares, as adjusted       3,003,150.0

Payments of Cash Dividend and In Lieu of Fractional Shares

Cash dividend on 5,138,107 outstanding shares @ $0.15         $770,716.05

Cash in lieu of 383 fractional shares @ 1/3 of $29.25 or 
   $9.75, the last per share market sale price on the 
   Record Date                                                   3,734.25
Total cash payments of cash dividends and fractional          -----------
   share dividends                                            $774,450.30

         Dividend  Shares  paid to  non-affiliates  of  registrant  were  issued
pursuant to the exemption from  registration  provided by Section 3(a)(9) of the
Securities Act of 1933, as amended (the "Act").  45,500  Dividend Shares paid to
affiliates of registrant,  while likewise exempt from registration,  were issued
pursuant to their  registration  hereunder  under Form S-8 under the Act and, in
addition,  335,855  Dividend  Shares  reserved for future issuance on account of
anti-dilution  provisions  of stock  options  and  stock  purchase  rights,  are
registered hereunder, as hereinafter provided.

Form S-8 Registration Statement, File No. 333-08901

         Registrant  has, and had on the Record Date, an effective  registration
statement on file with the Securities and Exchange Commission (the "Commission")
on Form  S-8  No.  333-08901  which  became  effective  on July  26,  1996  (the
"Registration Statement").  The Registration Statement relates to certain shares
of  registrant's  common stock issued and/or  issuable  under the 1982 Frequency
Electronics,  Inc.  Incentive  Stock  Option  Plan (the "1982  Plan"),  the 1984
Frequency  Electronics,  Inc. Incentive Stock Option Plan (the "1984 Plan"), the
Frequency  Electronics,  Inc.  1987 Stock  Option  Plan (the "1987  Plan"),  the
Frequency  Electronics,  Inc.  Senior  Executive  Stock Option Plan (the "Senior
Executive Plan"),  the Frequency  Electronics,  Inc.  Restricted Stock Plan (the
"Restricted Stock Plan") and the Frequency  Electronics,  Inc. 1993 Nonstatutory
Stock Option Plan (the "1993 Plan") (singly and collectively the "Plans").  Each
of the Plans contains  anti-dilution  provisions  which provide that appropriate
adjustments will be made in the number of shares and exercise price per share of
stock subject to the stock  options/rights  granted under the Plans in the event
of a stock dividend.

         Rule 416(b) of the  Securities  Act of 1933, as amended,  provides that
if,  prior to the  completion  of a  distribution  of  securities  covered  by a
registration  statement,  additional  securities of the same class are issued or
issuable as the result of a stock dividend,  the  registration  statement shall,
unless expressly provided therein, be deemed to cover such additional securities
resulting  from the stock  dividend on the  registered  securities.  A principal
purpose of this Form 8-K is to amend the  Registration  Statement to reflect the
change in the amount of the securities offered.  The number of additional shares
to be registered  under the  Registration  Statement  consists of the sum of the
following:

 (i)      the number of issued but unexercised Plan options/rights owned at 
          the close of business on the Record Date x 0.5;

                     413,209 x 0.5 = 206,605 (rounded)

 (ii)     the number of common shares owned by affiliates of the registrant at 
          the close of business on the Record Date as the result of exercises 
          of Plan options/rights x 0.5;

                      91,000 x 0.5 = 45,500

 (iii)    the number of shares eligible for future issuance pursuant to Plans
          from which options/rights were still eligible for issuance at the
          close of business on the Record Date x 0.5.

                     258,500 x 0.5 = 129,250

       (i)      206,605
    + (ii)       45,500
    +(iii)      129,250
                -------
                381,355 = additional number of shares to be registered
On a  Plan  by  Plan  basis  the  number  of  additional  shares  to be
registered under the Registration Statement is as follows:

                                               Shares Owned
                                              By Affiliates           Additional
                 Issued But   Options/Rights    Following               Shares
                 Unexercised  Still Available  Option/Right             To Be
Name of Plan   Options/Rights  For Issuance     Exercises    Total    Registered

1982 Plan          27,925             -0-          -0-       27,925     13,963
1984 Plan          39,362             -0-       17,000(1)    56,362     28,181
1987 Plan          71,922             -0-          -0-       71,922     35,961
Restricted 
 Stock Plan        70,000          66,500       74,000(1)   210,500    105,250
Senior 
 Executive Plan   125,000          25,000          -0-      150,000     75,000
1993 Plan          79,000         167,000          -0-      246,000    123,000
                  ------------------------------------------------------------

                  413,209         258,500       91,000      762,709   381,355

(1)      Represents shares owned by affiliates of the registrant at the close of
         business on the Record  Date.  These shares were issued  following  the
         exercise by such affiliates of Plan stock options and/or stock purchase
         rights prior to the Record Date.  Consequently,  the 45,500  additional
         shares to be registered under the Registration  Statement against these
         shares as the result of the stock dividend do not represent  additional
         shares to be issued under the Plans.  They represent  additional shares
         to be  registered  under the Selling  Shareholder  Table of the Reoffer
         Prospectus comprising part of the Registration Statement.

         The Selling  Shareholder  Table (the "Table") of  registrant's  Reoffer
Prospectus (the "Prospectus") has been updated and revised effective December 2,
1997 to reflect the stock dividend.  The Table,  as set forth below,  supersedes
certain information  contained in prior Tables. It should be read in conjunction
with the information set forth in the Prospectus. Capitalized terms used but not
defined herein shall have the meaning given to such terms in the Prospectus.
Number                 Number        Percentage
                                                       of                     of             of
                                                     Common      Number      Common        Common
                                                     Shares       of         Shares        Shares
                                     Position        Owned       Common      Owned         Owned
   Selling                             with         Prior to     Shares      After         After
 Shareholder       Plan              Company       Offering(1)  Offered(1)  Offering(1)  Offering(2)
Martin Bloch     Senior Executive    President,
                    Plan             Director        847,891    150,000     645,391         7.7%
                 Restricted Stock     (3)(6)(7)                  52,500
                    Plan                                        -------
                                                                202,500

Joseph Franklin  Senior Executive    Chairman,       135,000     37,500      45,000              (8)
                    Plan             CEO,                        52,500
                 Restricted Stock    CFO(7)                      ------
                    Plan                                         90,000

Markus Hechler   1982 Plan           Vice President   71,250      11,250        750              (8)
                 1984 Plan           Acting                        9,750
                 1987 Plan           Secretary(7)                 27,000
                 Restricted Stock
                    Plan                                          15,000
                 1993 Plan                                         7,500
                                                                  ------
                                                                  70,500

John Ho          Restricted Stock    Director(7)
                    Plan                              54,187      15,000     39,187              (8)
                                                                  ------
                                                                  15,000

Abraham Lazar    1984 Plan           Director          9,000       9,000          0            0
                                     (4)(6)(7)                     -----
                                                                   9,000

Len Martire      1984 Plan           Vice President   62,850      37,350          0            0
                 1987 Plan              (7)                        7,500
                 Restricted Stock
                    Plan                                          13,500
                 1993 Plan                                         4,500
                                                                  ------
                                                                  62,850

Marvin Meirs     1984 Plan            Vice President  56,950       7,500     26,950              (8)
                 Restricted Stock        (7)
                    Plan                                          15,000
                 1993 Plan                                         7,500
                                                                  ------
                                                                  30,000

Harry Newman     1982 Plan            Secretary,      27,001       5,700      7,858              (8)
                 1984 Plan            Treasurer                    5,943
                 Restricted Stock     (5)(6)(7)
                    Plan                                           7,500
                                                                  ------
                                                                  19,143

Charles Stone    1982 Plan            Vice President  46,017       9,000      7,314              (8)
                 1984 Plan               (7)                       4,500
                 1987 Plan                                        14,703
                 Restricted Stock
                    Plan                                           7,500
                 1993 Plan                                         3,000
                                                                  ------
                                                                  38,703

Al Vulcan        Restricted Stock    Vice President   22,500      15,000          0            0 
                    Plan                                           7,500
                 1993 Plan                                        ------
                                                                  22,500

Holders of  
 Control         Senior
 Securities      Executive Plan         N/A            N/A        37,500       N/A              N/A

Holders of
 Control         Restricted
 Securities      Stock Plan             N/A            N/A        99,750       N/A              N/A
   
Holders of
 Control
 Securities      1993 Plan              N/A            N/A       250,500       N/A              N/A
                                                                 -------

TOTAL                                                            947,946
                                                                 =======
(1)      Includes  shares of common  stock which may be issued upon the exercise
         of outstanding  stock options or stock purchase  rights under the Plans
         but does not include  (except as listed  generically  under the heading
         "Number of Common  Shares  Offered") an  additional  387,750  shares of
         common stock which may be issued upon the exercise of stock  options or
         stock purchase rights issuable in the future under the Plans.

(2)      Based upon  8,326,783  shares  being issued and  outstanding  including
         619,814 shares of common stock which may be issued upon the exercise of
         outstanding  stock options or stock purchase rights under the Plans but
         excluding  1,302,290  issued  common  shares  currently  being  held as
         treasury  stock and also  excluding  387,750 common shares which may be
         issued upon the  exercise  of stock  options or stock  purchase  rights
         issuable in the future under the Plans.

(3)      At this time,  Martin  Bloch has taken a voluntary  leave of absence as
         president of the Company,  and is attending  Company board meetings and
         acting solely in an advisory  capacity.  He is not participating in any
         Company board  decisions or board actions (by vote,  written consent or
         otherwise) and is voluntarily  abstaining  from  participation,  except
         when  called  upon  for  information,  from  any  board  discussion  of
         corporate policy or board action.

(4)      At this time, Abraham Lazar is voluntarily  abstaining from any further
         attendance at or participation in Company board meetings or other board
         activities.

(5)      At this time, Harry Newman has taken  a  voluntary  leave of absence as
         secretary and treasurer of the Company.

(6)      The foregoing  restrictions  on Messrs.  Bloch's,  Lazar's and Newman's
         participation  in the  Company's  affairs  will  abide  until the final
         disposition of the Federal  Indictment as to each of them  respectively
         whereby,  depending on the result, they will respectively either resign
         from or resume their original positions. See Item 3 - Legal Proceedings
         in the  Company's  Annual Report on Form 10-K for the fiscal year ended
         April 30, 1997 which is incorporated herein by reference.

(7)      The Selling Shareholder  serves or  has served  as  an  officer  and/or
         director of one or more subsidiaries of the Company at some time within
         the past three years.

(8)      Less than 1%
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/ Joseph P. Franklin
                            -------------------------
                               JOSEPH P. FRANKLIN,
                                 Chairman of the
                               Board of Directors

Dated:   December 2, 1997