UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 7, 2004

                           Frequency Electronics, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

      Delaware                       1-8061                      11-1986657
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission File               (IRS Employer
of Incorporation)                    Number)                 Identification No.)

55 Charles Lindbergh Blvd., Mitchel Field, New York                 11553
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including area code:   (516) 794-4500


--------------------------------------------------------------------------------
          (Former Name or Former Address, 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>


Item 4.01.  Changes in Registrant's Certifying Accountant


     On September 7, 2004, Frequency Electronics, Inc. (the "Company") dismissed
PricewaterhouseCoopers  LLP  ("PwC")  as its  independent  auditors.  The  Audit
Committee  reviewed and  approved of the  dismissal.  On September 7, 2004,  the
Audit  Committee  of the  Board  of  Directors  of  the  Company  engaged  Holtz
Rubenstein & Co., LLP ("Holtz Rubenstein") as the Company's independent auditors
for the fiscal year ending April 30, 2005.

     The  reports of PwC on the  Company's  financial  statements  for the years
ended April 30, 2003 and 2004 did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty,  audit scope or
accounting principles.

     In connection with the audits of the Company's financial statements for the
years ended April 30, 2003 and 2004 and the  subsequent  interim  period through
September 7, 2004,  there have been no  disagreements  with PwC on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
PwC,  would have  caused  PwC to make  reference  thereto in its  reports on the
Company's financial statements for such years.

     No  reportable  event  of  the  type  described  in  Item  304(a)(1)(v)  of
Regulation  S-K occurred  during the years ended April 30, 2003 and 2004 and the
subsequent interim period through September 7, 2004.

     The Company  provided  PwC with a copy of this Form 8-K prior to its filing
with the Securities and Exchange  Commission.  The Company has received a letter
from PwC addressed to the Securities and Exchange Commission  indicating whether
it  agrees  with  the  above  statements.  A copy of that  letter,  dated  as of
September 10, 2004, is attached hereto as Exhibit 16.

     During the Company's two fiscal years ended April 30, 2003 and 2004 and the
subsequent  interim  period  through  September  7, 2004,  the  Company  has not
consulted  with  Holtz  Rubenstein   regarding  the  application  of  accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  consolidated financial
statements,  or any matter  that was either the  subject of a  disagreement  (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or
reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

     A copy of the press release  announcing this change in auditors is attached
hereto as Exhibit 99.1.


Item 9.01 (c).    Exhibits.

     16   Letter from  PricewaterhouseCoopers LLP to the Securities and Exchange
          Commission,   dated  as  of  September  10,  2004,  acknowledging  its
          agreement with the statements made in this Current Report on Form 8-K.

     99.1 Press  Release of Frequency  Electronics,  Inc.,  dated  September 10,
          2004.




<PAGE>



                                    Signature

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.

Date:  September 10, 2004
                                                          /s/ Alan Miller
                                                          ---------------
                                                        Name: Alan Miller
                                                        Title:   Treasurer and
                                                         Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX


                                                                    Paper (P) or
Exhibit No.                        Description                    Electronic (E)

   16      Letter from PricewaterhouseCoopers LLP to the Securities       E
           and Exchange Commission, dated as of September 10, 2004,
           acknowledging its agreement with the statements made in
           this Current Report on Form 8-K.

   99.1    Press Release of Frequency Electronics, Inc., dated            E
           September 10, 2004.



<PAGE>


                                                                    Exhibit 16


PricewaterhouseCoopers LLP
401 Broad Hollow Road
Melville, NY 11747-4862


September 10, 2004


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Frequency Electronics, Inc. (copy attached),
which we  understand  will be filed with the  Commission,  pursuant to Item 4 of
Form 8-K, as part of the Company's  Form 8-K report dated  September 7, 2004. We
agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/PricewaterhouseCoopers LLP
-----------------------------
PricewaterhouseCoopers LLP



<PAGE>


                                                                    Exhibit 99.1

                                  PRESS RELEASE

                  APPOINTMENT OF AUDITORS FOR FISCAL YEAR 2005

Mitchel Field, NY, September 10, 2004 - Frequency  Electronics,  Inc. (FEI-AMEX)
announced today that its Audit  Committee has appointed Holtz  Rubenstein & Co.,
LLP,  to be the  Company's  auditors  for the Fiscal  Year ending 30 April 2005.
Holtz  Rubenstein is an independent  public  accounting firm with offices in New
York City and  Melville,  Long Island.  The firm is  registered  with the Public
Companies  Accounting  Oversight Board (PCAOB) under the  Sarbanes-Oxley  Act of
2002.  The firm has been a member  of the SEC and  Private  Companies  Practices
Section of the American Institute of Certified Public Accountants (AICPA) for 25
years. They are members of the DFK International accounting association.

Holtz  Rubenstein has previously  provided tax services to FEI and audits of the
Company's  employee benefit plans.  They will audit FEI's financial  statements,
perform  interim  reviews,  prepare  corporate  tax  filings,  and  support  the
additional  requirements  of the  Sarbanes-Oxley  Act  on a very  cost-effective
basis.  Holtz  Rubenstein  is a  highly-regarded  regional  CPA firm with strong
international associations to service FEI's foreign subsidiaries and affiliates.
FEI has enjoyed a long and satisfactory  relationship  with its former auditors,
PricewaterhouseCoopers,  and expects to  continue to engage them for  associated
services as may be required.

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
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 7, 2004

                           Frequency Electronics, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

      Delaware                       1-8061                      11-1986657
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission File               (IRS Employer
of Incorporation)                    Number)                 Identification No.)

55 Charles Lindbergh Blvd., Mitchel Field, New York                 11553
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including area code:   (516) 794-4500

--------------------------------------------------------------------------------
          (Former Name or Former Address, 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))
Item 4.01.  Changes in Registrant's Certifying Accountant

     On September 7, 2004, Frequency Electronics, Inc. (the "Company") dismissed
PricewaterhouseCoopers  LLP  ("PwC")  as its  independent  auditors.  The  Audit
Committee  reviewed and  approved of the  dismissal.  On September 7, 2004,  the
Audit  Committee  of the  Board  of  Directors  of  the  Company  engaged  Holtz
Rubenstein & Co., LLP ("Holtz Rubenstein") as the Company's independent auditors
for the fiscal year ending April 30, 2005.

     The  reports of PwC on the  Company's  financial  statements  for the years
ended April 30, 2003 and 2004 did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty,  audit scope or
accounting principles.

     In connection with the audits of the Company's financial statements for the
years ended April 30, 2003 and 2004 and the  subsequent  interim  period through
September 7, 2004,  there have been no  disagreements  with PwC on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
PwC,  would have  caused  PwC to make  reference  thereto in its  reports on the
Company's financial statements for such years.

     No  reportable  event  of  the  type  described  in  Item  304(a)(1)(v)  of
Regulation  S-K occurred  during the years ended April 30, 2003 and 2004 and the
subsequent interim period through September 7, 2004.

     The Company  provided  PwC with a copy of this Form 8-K prior to its filing
with the Securities and Exchange  Commission.  The Company has received a letter
from PwC addressed to the Securities and Exchange Commission  indicating whether
it  agrees  with  the  above  statements.  A copy of that  letter,  dated  as of
September 10, 2004, is attached hereto as Exhibit 16.

     During the Company's two fiscal years ended April 30, 2003 and 2004 and the
subsequent  interim  period  through  September  7, 2004,  the  Company  has not
consulted  with  Holtz  Rubenstein   regarding  the  application  of  accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  consolidated financial
statements,  or any matter  that was either the  subject of a  disagreement  (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or
reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

     A copy of the press release  announcing this change in auditors is attached
hereto as Exhibit 99.1.

Item 9.01 (c).    Exhibits.

     16   Letter from  PricewaterhouseCoopers LLP to the Securities and Exchange
          Commission,   dated  as  of  September  10,  2004,  acknowledging  its
          agreement with the statements made in this Current Report on Form 8-K.

     99.1 Press  Release of Frequency  Electronics,  Inc.,  dated  September 10,
          2004.
Signature

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.

Date:  September 10, 2004
                                                          /s/ Alan Miller
                                                          ---------------
                                                        Name: Alan Miller
                                                        Title:   Treasurer and
                                                         Chief Financial Officer
EXHIBIT INDEX

                                                                    Paper (P) or
Exhibit No.                        Description                    Electronic (E)

   16      Letter from PricewaterhouseCoopers LLP to the Securities       E
           and Exchange Commission, dated as of September 10, 2004,
           acknowledging its agreement with the statements made in
           this Current Report on Form 8-K.

   99.1    Press Release of Frequency Electronics, Inc., dated            E
           September 10, 2004.
Exhibit 16

PricewaterhouseCoopers LLP
401 Broad Hollow Road
Melville, NY 11747-4862

September 10, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Frequency Electronics, Inc. (copy attached),
which we  understand  will be filed with the  Commission,  pursuant to Item 4 of
Form 8-K, as part of the Company's  Form 8-K report dated  September 7, 2004. We
agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/PricewaterhouseCoopers LLP
-----------------------------
PricewaterhouseCoopers LLP
Exhibit 99.1

                                  PRESS RELEASE

                  APPOINTMENT OF AUDITORS FOR FISCAL YEAR 2005

Mitchel Field, NY, September 10, 2004 - Frequency  Electronics,  Inc. (FEI-AMEX)
announced today that its Audit  Committee has appointed Holtz  Rubenstein & Co.,
LLP,  to be the  Company's  auditors  for the Fiscal  Year ending 30 April 2005.
Holtz  Rubenstein is an independent  public  accounting firm with offices in New
York City and  Melville,  Long Island.  The firm is  registered  with the Public
Companies  Accounting  Oversight Board (PCAOB) under the  Sarbanes-Oxley  Act of
2002.  The firm has been a member  of the SEC and  Private  Companies  Practices
Section of the American Institute of Certified Public Accountants (AICPA) for 25
years. They are members of the DFK International accounting association.

Holtz  Rubenstein has previously  provided tax services to FEI and audits of the
Company's  employee benefit plans.  They will audit FEI's financial  statements,
perform  interim  reviews,  prepare  corporate  tax  filings,  and  support  the
additional  requirements  of the  Sarbanes-Oxley  Act  on a very  cost-effective
basis.  Holtz  Rubenstein  is a  highly-regarded  regional  CPA firm with strong
international associations to service FEI's foreign subsidiaries and affiliates.
FEI has enjoyed a long and satisfactory  relationship  with its former auditors,
PricewaterhouseCoopers,  and expects to  continue to engage them for  associated
services as may be required.

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