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 30, 2004

                           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 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 4 pages


<PAGE>


ITEM 8.01   OTHER EVENTS

     On September 30, 2004, 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, 2004 to stockholders of record of such stock
at the close of business on October 31, 2004.
     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 30, 2004.



<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: October 5, 2004



<PAGE>


                                                                    Exhibit 99.1

                                  PRESS RELEASE

                        FEI DECLARES SEMI-ANNUAL DIVIDEND

Mitchel  Field,  NY,  September  30,  2004- The Board of  Directors of Frequency
Electronics,  Inc.  (AMEX-FEI)  has declared a cash dividend of $0.10 per share,
payable on December 1, 2004 to  shareholders  of record on October 31, 2004. 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,  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  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": "041065642"}, "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 30, 2004

                           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 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 4 pages
ITEM 8.01   OTHER EVENTS

     On September 30, 2004, 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, 2004 to stockholders of record of such stock
at the close of business on October 31, 2004.
     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 30, 2004.
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: October 5, 2004
Exhibit 99.1

                                  PRESS RELEASE

                        FEI DECLARES SEMI-ANNUAL DIVIDEND

Mitchel  Field,  NY,  September  30,  2004- The Board of  Directors of Frequency
Electronics,  Inc.  (AMEX-FEI)  has declared a cash dividend of $0.10 per share,
payable on December 1, 2004 to  shareholders  of record on October 31, 2004. 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,  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  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