As filed with the Securities and Exchange Commission on December 15, 1997
                                           Registration Statement No. __________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                           FREQUENCY ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                    11-1986657
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)

  55 Charles Lindbergh Boulevard
         Mitchel Field, NY                                 11553
 (Address of Principal Executive Offices)                (Zip Code)


    FREQUENCY ELECTRONICS, INC. 1997 INDEPENDENT CONTRACTOR STOCK OPTION PLAN
                            (Full title of the Plan)


            Joseph P. Franklin, Chief Executive and Financial Officer
                           Frequency Electronics, Inc.
                         55 Charles Lindbergh Boulevard
                             Mitchel Field, NY 11553
          (Name and address, including zip code of agent for services)

                                  516-794-4500
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Scott Rapfogel, Esq.
                               Milling Law Offices
                      115 River Road, Bldg. 12, Suite 1205
                               Edgewater, NJ 07020

         If any of the  securities  being  registered  on  this  form  are to be
offered on a delayed or continuous  basis pursuant to Rule 415 of the Securities
Act of 1933, check the following box. |X|



                               Page 1 of 18 pages
                             Exhibit Index at page 8

<PAGE>


                         CALCULATION OF REGISTRATION FEE



                                           Proposed    Proposed
                                            Maximum     Maximum
                                Amount     Offering    Aggregate     Amount of
  Title of Securities            to be     Price Per   Offering     Registration
   to be Registered           Registered   Share (1)   Price (1)        Fee



Common Stock, par value
$1.00 per share, under
Frequency Electronics, Inc.
1997 Independent Contractor
Stock Option Plan (2)           200,000    $17.75    $3,550,000.00    $1,207.00




(1)      Estimated  solely for the purpose of  computing  the  registration  fee
         pursuant  to Rule 457,  on the basis of the average of the high and low
         prices of the  Registrant's  Common  Stock as reported on the  American
         Stock Exchange on December 9, 1997.

(2)      Pursuant to Rule 416 there are also registered hereby such  additional,
         indeterminate  number of shares as may become issuable by reason of the
         anti-dilution  provisions  of  the  Frequency  Electronics,  Inc.  1997
         Independent Contractor Stock Option Plan.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  are   incorporated  by  reference  in  this
registration statement.

         (a)      Registrant's  Annual Report on Form 10-K  for the  fiscal year
                  ended April 30, 1997,  filed pursuant  to Section 13(a) of the
                  Securities Exchange Act of 1934, as amended.

         (b)      Registrant's  quarterly  reports  on Form 10-Q for the  fiscal
                  quarters   ended  July  31,  1997  and   October   31,   1997,
                  Registrant's  Current  Reports on Form 8-K dated  October  14,
                  1997 and  December  1, 1997,  and all other  reports,  if any,
                  filed by the Company pursuant to Section 13(a) or 15(d) of the
                  Securities  Exchange  Act of 1934  since the end of the fiscal
                  year ended April 30, 1997.

         (c)      The description of Registrant's  Common Stock contained in the
                  Registration  Statement on Form 8-A filed with the  Commission
                  on August 27, 1969 under Section 12 of the Securities Exchange
                  Act of 1934,  including  any amendment or report filed for the
                  purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.


Item 4.  DESCRIPTION OF SECURITIES

         Not  applicable;  the class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.


Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

<PAGE>
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The   Registrant's    Certificate   of   Incorporation   provides   for
indemnification  to the fullest extent  permitted by Section 145 of the Delaware
General   Corporation  Law  ("Section  145").   Pursuant   thereto,   Registrant
indemnifies its officers, directors,  employees and agents to the fullest extent
permitted for losses and expenses incurred by them in connection with actions in
which they are  involved  by reason of their  having been  directors,  officers,
employees  or  agents of  Registrant.  Section  145  permits  a  corporation  to
indemnify any person who is or has been a director,  officer,  employee or agent
of the  corporation  or  who is or has  been  serving  as a  director,  officer,
employee or agent of another  corporation,  organization  or  enterprise  at the
request of the corporation,  against all liability and expenses (including,  but
not limited to, attorneys' fees and disbursements and amounts paid in settlement
or in  satisfaction  of judgments or as fines or penalties)  incurred or paid in
connection  with  any  action,  suit or  proceeding,  whether  civil,  criminal,
administrative,  investigative or otherwise,  in which he/she may be involved by
reason of the fact that  he/she  serves or is  serving in these  capacities,  if
he/she acted in good faith and in a manner he/she  reasonably  believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal  action or  proceeding,  had no cause to believe  his/her  conduct  was
unlawful.  In the case of a claim, action, suit or proceeding made or brought by
or in the right of the  corporation  to procure a recovery  or  judgment  in its
favor, the corporation  shall not indemnify such person in respect of any claim,
issue or matter as to which such  person has been  adjudged  to be liable to the
corporation  for negligence or misconduct in the  performance of his or her duty
to the  corporation,  except for such expenses as the Court may allow.  Any such
person who has been wholly successful on the merits or otherwise with respect to
any such claim,  action,  suit or proceeding or with respect to any claim, issue
or matter  therein,  shall be  indemnified  as of right  against all expenses in
connection therewith or resulting therefrom.

         The   Registrant's   By-Laws   provide  for   indemnification   of  the
Registrant's   officers  and  directors   against  all  liabilities   (including
reasonable  costs,  expenses,   attorneys'  fees,  obligations  for  payment  in
settlement  and  final  judgment)  incurred  by or  imposed  upon  them  in  the
preparation,  conduct or compromise of any actual or threatened action, suit, or
proceeding,  whether civil,  criminal or  administrative,  including any appeals
therefrom  and any  collateral  proceedings  in which they shall be  involved by
reason of any action or  omission  by them in their  capacity  as a director  or
officer of the  Registrant,  or of any other  corporation  which they serve as a
director or officer at the request of the Registrant, whether or not such person
is a director or officer at the time such  liabilities  are incurred or any such
action,  suit or  proceeding  is commenced  against  them.  The  indemnification
provided  by the  By-Laws  does  not  extend,  however,  to  certain  situations
involving misconduct, willful misfeasance, bad faith or gross negligence.

         The Registrant maintains an insurance policy insuring its directors and
officers against  liability for certain acts and omissions while acting in their
official capacities.

         Various   matters  of  litigation   which  may  result  in  claims  for
indemnification  by certain  directors and officers of Registrant  are presently
pending and are more fully described in Registrant's  Annual Report on Form 10-K
for the fiscal year ended April 30, 1997 (see "Item 3. Legal Proceedings"),  and
the  Quarterly  Reports on Forms 10-Q dated July 31,  1997 and  October 31, 1997
(see  "Part  II -  Item  1.  Legal  Proceedings"),  all  of  which  reports  are
incorporated herein by reference.  Except as described in such reports, there is
no other  litigation  pending,  and neither  Registrant nor any of its directors
know  of  any  threatened   litigation   which  might  result  in  a  claim  for
indemnification by any director or officer.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

<PAGE>
Item 8.  EXHIBITS

         Exhibit
         Number                      Description of Document
         ------                      -----------------------

         3.1               Certificate of Incorporation of Registrant filed with
                           the  Secretary  of State of  Delaware on May 23, 1968
                           (filed as Exhibit  3.1 of  Registrant's  registration
                           statement  on  Form  S-1  (File  No.  2-29609),   and
                           incorporated herein by reference).

         3.2               Amendment  to   Certificate   of   Incorporation   of
                           Registrant  filed  with  the  Secretary  of  State of
                           Delaware  on March 27,  1981 (filed as Exhibit 3.2 of
                           Registrant's registration statement on Form S-1 (File
                           No. 2-71727), and incorporated herein by reference).

         3.3               Amendment  to   Certificate   of   Incorporation   of
                           Registrant  filed  with  the  Secretary  of  State of
                           Delaware  on October 26, 1984 (filed as Exhibit 27 of
                           Registrant's  Form 10-K for the year ended  April 30,
                           1985 and incorporated herein by reference).

         3.4               Amendment  to   Certificate   of   Incorporation   of
                           Registrant  filed  with  the  Secretary  of  State of
                           Delaware  on October 22, 1986 (filed as Exhibit 42 of
                           Registrant's  Form 10-K for the year ended  April 30,
                           1987 and incorporated herein by reference).

         3.5               Amended and Restated Certificate of  Incorporation of
                           Registrant  filed  with  the Secretary  of  State  of
                           Delaware on October  26,  1987  (filed as  Exhibit 45
                           of Registrants Form 10-K for the year ended April 30,
                           1990 and incorporated herein by reference).
                          

         3.6               Amendment  to   Certificate   of   Incorporation   of
                           Registrant  filed  with  the  Secretary  of  State of
                           Delaware  on November 2, 1989 (filed as Exhibit 59 of
                           Registrant's  Form 10-K for the year ended  April 30,
                           1990 and incorporated herein by reference).

         3.7               Bylaws  of  Registrant   (filed  as  Exhibit  3.3  to
                           Registrant's  Form 10-K  for the year ended April 30,
                           1981, and incorporated herein by reference)
 
         4.1               Frequency Electronics, Inc. 1997 Independent 
                           Contractor Stock Option Plan.

         5.1               Opinion of Milling Law Offices.

         23.1              Consent of Coopers & Lybrand L.L.P.

         23.2              Consent of Milling Law Offices  (included  in Exhibit
                           5.1).

         24.1              Power of Attorney - Joel Girsky

         24.2              Power of Attorney - John C. Ho

<PAGE>
Item 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           registration statement:

                           (i)     To include any prospectus required by section
                                    10(a)(3) of the Securities Act of 1933;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  registration
                                    statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  registration
                                    statement  or any  material  change  to such
                                    information in the registration statement.

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the   Securities   Act  of  1933,   each  such
                           post-effective  amendment shall be deemed to be a new
                           registration  statement  relating  to the  securities
                           offered therein,  and the offering of such securities
                           at that time shall be deemed to be the  initial  bona
                           fide offering thereof.

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant,  the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Mitchel Field, County of Nassau, Town of Hempstead,  State of New
York, on the 15th day of December, 1997.


                                          FREQUENCY ELECTRONICS, INC.


                                        By  /s/Joseph P. Franklin
                                           ----------------------
                                           JOSEPH P. FRANKLIN,
                                           Chairman of the Board,
                                           Chief Executive and Financial Officer



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                      Title                            Date



/s/Joseph P. Franklin       Chairman of the Board,             December 15, 1997
---------------------       Chief Executive Officer,
 JOSEPH P. FRANKLIN         Chief Financial Officer,
                            and Director
                                 



/s/ John Ho                 Director                           December 15, 1997
-----------
 JOHN HO


/s/ Joel Girsky             Director                           December 15, 1997
---------------
 JOEL GIRSKY





<PAGE>


                                INDEX TO EXHIBITS


  Exhibit
  Number                    Description of Documents                       Page

 3.1   Certificate of Incorporation of Registrant filed with the Secretary
       of  State  of Delaware  on May 23, 1968 (filed  as Exhibit  3.1  of
       Registrant's registration statement on Form S-1 (File No. 2-29609),
       and incorporated herein by reference)

 3.2   Amendment to Certificate of Incorporation of Registrant filed with
       the  Secretary  of State of  Delaware  on March 27, 1981 (filed as
       Exhibit 3.2 of  Registrant's  registration  statement  on Form S-1
       (File No. 2-71727), and incorporated herein by reference)

 3.3   Amendment to Certificate of Incorporation of Registrant filed with
       the  Secretary  of State of Delaware on October 26, 1984 (filed as
       Exhibit 27 of Registrant's  Form 10-K for the year ended April 30,
       1985 and incorporated herein by reference)

 3.4   Amendment to Certificate of Incorporation of Registrant filed with
       the  Secretary  of State of Delaware on October 22, 1986 (filed as
       Exhibit 42 of Registrant's  Form 10-K for the year ended April 30,
       1987 and incorporated herein by reference)

 3.5   Amended and Restated  Certificate of  Incorporation  of Registrant
       filed with the  Secretary of State of Delaware on October 26, 1987
       (filed as Exhibit 45 of Registrant's  Form 10-K for the year ended
       April 30, 1990 and incorporated herein by reference)

 3.6   Amendment to Certificate of Incorporation of Registrant filed with
       the  Secretary  of State of Delaware on November 2, 1989 (filed as
       Exhibit 59 of Registrant's  Form 10-K for the year ended April 30,
       1990 and incorporated herein by reference)

 3.7   Bylaws of Registrant  (filed as Exhibit 3.3 to  Registrant's  Form
       10-K for the year ended April 30, 1981, and incorporated herein by
       reference)

 4.1   Frequency Electronics, Inc. 1997 Independent Contractor Stock
       Option Plan.........................................................   9

 5.1   Opinion of Milling Law Offices......................................   15

23.1   Consent of Coopers & Lybrand L.L.P..................................   16

23.2   Consent of Milling Law Offices (included in Exhibit 5.1)

24.1   Power of Attorney - Joel Girsky.....................................   17
24.2   Power of Attorney - John C. Ho......................................   18



<PAGE>

                                                                    Exhibit 4.14

                           FREQUENCY ELECTRONICS, INC.

                  1997 INDEPENDENT CONTRACTOR STOCK OPTION PLAN

                                    SECTION 1
                            PURPOSE AND SCOPE OF PLAN

         The  purpose  of this Plan is to advance  the  interests  of  Frequency
Electronics,  Inc. (the  "Company") and its  stockholders by helping the Company
obtain and retain the services of consultants  and advisors upon whose judgment,
initiative,  and efforts the Company is substantially  dependent, and to provide
those  persons with further  incentives to advance the interests of the Company.
These goals will be  effectuated  by granting  Options to purchase stock to such
persons.  Such Options are not intended to qualify as  Incentive  Stock  Options
under Section 422A of the Internal Revenue Code of 1986, as amended.


                                    SECTION 2
                               CERTAIN DEFINITIONS

         Unless the context  otherwise  requires,  the  following  defined terms
(together  with other  capitalized  terms  defined  elsewhere in this Plan) will
govern the construction of this Plan, and of any stock option agreements entered
into pursuant to this Plan:

A.   "Act" means the federal Securities Act of 1933, as amended;

B.   "Board of Directors" means the Board of Directors of the Company;

C.   "Code" means the  Internal  Revenue  Code of 1986,  as amended  (references
     herein to  Sections  of the Code are  intended  to refer to Sections of the
     Code as  enacted  at the  time of this  Plan's  adoption  by the  Board  of
     Directors and as  subsequently  amended,  or to any  substantially  similar
     successor provisions of the Code resulting from recodification, renumbering
     or otherwise);

D.   "Committee" means the committee of two or more Directors,  appointed by the
     Board of Directors  pursuant to subsection  3(a),  below, to administer and
     interpret this Plan;  provided that the term  "Committee" will refer to the
     Board of  Directors  during such times as no  Committee is appointed by the
     Board of Directors;

E.   "Common Stock" means shares of the Company's Common Stock, $1.00 par value;

F.   "Company" means Frequency Electronics, Inc. a Delaware corporation,  and/or
     its Subsidiaries;

G.   "Eligible Participant" means a person who, on the Grant Date as hereinafter
     defined,  is a consultant  or advisor  rendering  bona fide services to the
     Company  provided,   however,  that  such  services  are  not  rendered  in
     connection  with  the  offer or sale of  securities  in a  capital  raising
     transaction;

H.   "Grant Date" means the date on which the Option is deemed to be granted  to
     the Optionee, as determined by the Committee.

I.   "Option" means an Option granted pursuant to this Plan entitling the option
     holder to acquire shares of Common Stock issued by the Company  pursuant to
     the valid exercise of the Option;

J.   "Option  Price" with respect to any  particular  Option means  the exercise
     price  at which the Optionee  may  acquire each share  of  the Option Stock
     called for under such Option;
<PAGE>

K.   "Option Stock"  means  Common  Stock  issued  or  issuable  by  the Company
     pursuant to the valid exercise of an Option;

L.   "Optionee"   means  an Eligible Participant  to  whom Options  are  granted
     hereunder;

M.   "Plan"   means this 1997 Independent Contractor  Stock Option Plan  of  the
     Company;

N.   "Stock  Option  Agreement"  means an agreement  between the  Company and an
     Optionee, in form and substance  satisfactory  to the Committee in its sole
     discretion, consistent with this Plan;

O.   "Subsidiary" has the same meaning as "Subsidiary Corporation" as defined in
     Section 424(f) of the Code;


                                    SECTION 3
                             ADMINISTRATION OF PLAN

         (a) This Plan shall be  administered  by a Committee  appointed  by the
Board of Directors for such purpose.  Such  Committee  shall consist of not less
than two members of the Board of Directors.

         (b)  The  Committee   shall  have  full  authority  and  discretion  to
determine,   consistent   with  the   provisions  of  this  Plan,  the  Eligible
Participants to be granted Options, the times at which Options shall be granted,
the Option  Price of the shares  subject  to each  Option,  the number of shares
subject  to  each  Option,   the  period  during  which  each  Option  shall  be
exercisable,  and the  terms to be set  forth on each  Option  certificate.  The
Committee  shall also have the  authority  and power to impose such  contractual
restrictions,  conditions,  limitations and forfeitures relating to such Options
and the shares  subject to each Option as the  Committee  shall  determine.  The
Committee  shall have full  authority  and  discretion  to adopt and revise such
rules and procedures as it shall deem necessary for the  administration  of this
Plan.

         (c) The Committee's  interpretation  and construction of any provisions
of this Plan or any Option granted  hereunder  shall be final,  conclusive,  and
binding.


                                    SECTION 4
                     ELIGIBILITY AND AWARD OF STOCK OPTIONS

         (a) The  Committee  may,  from  time to time,  determine  the  Eligible
Participants  who  shall  be  granted  Options  under  this  Plan.  An  Eligible
Participant  who has been granted an Option may be granted an additional  Option
or Options under this Plan if the Committee shall so determine.  The granting of
an Option  under  this Plan  shall  not  affect  any  outstanding  stock  option
previously  granted  to an  Optionee  under  this Plan or any other  plan of the
Company.

         (b) Additional Options may be granted by the Committee, at any time and
from time to time, to new Optionees,  or to then  Optionees,  or to a greater or
lesser  number of  Optionees,  and may  include or exclude  previous  Optionees.
Options granted need not contain similar provisions.
<PAGE>


                                    SECTION 5
                         SHARES OF STOCK SUBJECT TO PLAN

         Subject to the  provisions  of  Section 12 of this Plan,  the number of
shares that may be issued pursuant to the Options granted by the Committee under
this Plan shall not exceed two hundred  thousand  (200,000) shares of the Common
Stock of the  Company.  Such shares may be  authorized  and  unissued  shares or
shares  previously  acquired  or to be  acquired  by the  Company  and  held  in
treasury.  Any shares  subject to an Option under this Plan that expires for any
reason or is terminated unexercised as to such shares may again be subject to an
Option under this Plan.


                                    SECTION 6
                             STOCK OPTION AGREEMENTS

         Options  granted  pursuant  to this  Plan  shall be  authorized  by the
Committee  and shall be  evidenced  by such  Stock  Option  Agreements  or other
agreements,  in such form as the Committee,  shall, from time to time,  approve.
Such agreements  shall comply with and be subject to the terms and conditions of
this Plan.


                                    SECTION 7
                                  OPTION PRICE

         (a) Each  Option  shall state the number of shares to which it pertains
and shall state the Option Price,  which shall not be less than the par value of
the Common Stock.

         (b) The Option Price shall be payable in United States dollars upon the
exercise of the Option and may be paid in cash or by check.

         (c) The cash  proceeds  from the sales of Common Stock  pursuant to the
exercise of Options are to be added to the general funds of the Company and used
for its corporate purposes.


                                    SECTION 8
                          TERM AND EXERCISE OF OPTIONS

         (a)  Subject to the  provisions  of  Section  11,  below,  the terms of
exercisability  of each Option  granted  hereunder  shall be  determined  by the
Committee at its discretion.

         (b) An Option may be exercised to the extent exercisable by: (i) giving
written notice of exercise to the Company,  specifying the number of full shares
of Option Stock to be purchased  and  accompanied  by full payment of the Option
Price thereof;  and (ii) giving assurances  satisfactory to the Company that the
shares of Option Stock to be purchased  upon such  exercise are being  purchased
for investment and not with a view to resale in connection with any distribution
of such shares in  violation  of the 1933 Act;  provided,  however,  that in the
event the Option Stock called for under the Option is registered  under the 1933
Act, or in the event resale of such Option Stock without such registration would
otherwise be permissible,  this second  condition will be inoperative if, in the
opinion of counsel for the Company,  such  condition  is not required  under the
1933 Act, or any other  applicable law,  regulation or rule of any  governmental
agency.
<PAGE>


                                    SECTION 9
                               NONTRANSFERABILITY

         All Options  granted  under this Plan shall be  nontransferable  by the
Optionee,  otherwise than by will or the laws of descent and  distribution,  and
shall be exercisable during the Optionee's lifetime, only by him or her.


                                   SECTION 10
                               REQUIREMENTS OF LAW

         The granting of Options and the issuance of shares of Common Stock upon
the exercise of an Option shall be subject to all applicable  laws,  rules,  and
regulations  and  shares  shall not be issued  except  upon  approval  of proper
government agencies or stock exchanges as may be required.


                                   SECTION 11
                                DEATH OF OPTIONEE

         In the event of the death of an Optionee such deceased Optionee's legal
heirs or estate shall have the right to exercise all outstanding  Options to the
extent that such deceased  Optionee was entitled to exercise them at the date of
his or her death.


                                   SECTION 12
                                   ADJUSTMENTS

         In the event of any  change  in the  number  of  outstanding  shares of
Common  Stock by  reason  of any  stock  dividend  or  split,  recapitalization,
reclassification,  merger, consolidation, combination, or exchange of shares, or
other similar  corporate change,  then if the Committee shall determine,  in its
sole  discretion,   that  such  change  necessarily  or  equitably  requires  an
adjustment in the number of shares  subject to each  outstanding  Option and the
Option  Prices or in the  maximum  number of shares  subject to this Plan,  such
adjustments  shall be made by the Committee and shall be conclusive  and binding
for all purposes of this Plan.  No adjustment  shall be made in connection  with
the  issuance  by the  Company of any  warrants,  rights,  or options to acquire
additional  shares of Common  Stock or of  securities  convertible  into  Common
Stock.


                                   SECTION 13
             CLAIM TO STOCK OPTION, OWNERSHIP, OR CONTRACTUAL RIGHTS

         No person  shall  have any claim or right to be granted  Options  under
this Plan.  No  Optionee,  before  issuance  of the stock,  shall be entitled to
voting rights,  dividends,  or other rights of stockholders  except as otherwise
provided in this Plan. Neither this Plan nor any action taken hereunder shall be
construed  as giving any person any right to  continue  any  relations  with the
Company as an independent contractor.

<PAGE>

                                   SECTION 14
                              UNSECURED OBLIGATION

         Optionees  under this Plan shall not have any  interest  in any fund or
specific  asset of the  Company by reason of this  Plan.  No trust fund shall be
created in connection with this Plan or any award thereunder, and there shall be
no required funding of amounts that may become payable to any Optionee.


                                   SECTION 15
                                EXPENSES OF PLAN

         The expenses of administering the Plan shall be borne by the Company.


                                   SECTION 16
                                 INDEMNIFICATION

         Each person who is or shall have been a member of the  Committee  or of
the Board of Directors  shall be  indemnified  and held  harmless by the Company
against and from any loss, cost, liability,  or expense that may be imposed upon
or reasonably  incurred in connection with or resulting from any claim,  action,
suit, or proceeding to which the person may be a party or in which he or she may
be involved  by reason of any action  taken or failure to act under the Plan and
against and from any and all  amounts  paid in  satisfaction  of judgment in any
such action, suit, or proceeding against the person,  provided the Company shall
be given an opportunity,  at its own expense, to handle and defend the action on
the individual's own behalf. The foregoing right of indemnification shall not be
exclusive  of any other rights of  indemnification  to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter of
law, or otherwise,  or any power than the Company may have to indemnify  them or
hold them harmless.


                                   SECTION 17
                            AMENDMENT AND TERMINATION

         Unless this Plan shall  theretofore have been terminated as hereinafter
provided,  no  Options  may be granted  after  December  2,  2007.  The Board of
Directors may  terminate  this Plan or modify or amend this Plan in such respect
as it shall deem advisable, including without limitation:

         (a)  Increasing  the  aggregate  number of shares of Common Stock as to
which Options may be granted under the Plan except  as provided  in Section  12,
above; and

         (b)  Extending the period during which Options may be granted.


                                   SECTION 18
            APPLICABILITY OF PLAN TO OTHER OUTSTANDING STOCK OPTIONS

         This Plan shall not affect the terms and  conditions of any other stock
options  heretofore  granted to any person under any other Company plan relating
to  statutory  or  nonstatutory  stock  options,  nor shall it affect any of the
rights of any person to whom such a statutory or  nonstatutory  stock option was
granted.


                                   SECTION 19
                             EFFECTIVE DATE OF PLAN

         The plan shall become effective as of December 2, 1997.



<PAGE>

                                                                     Exhibit 5.1


                               MILLING LAW OFFICES

                      Members New Jersey and New York Bars


115 River Road                                  Telephone  201-313-1600
Building 1205, Suite 1205                       Telecopier  201-313-7249
Edgewater, NJ 07020                             E-mail 72731,3152@compuserve.com


OPINION OF COUNSEL


                                                              December 15, 1997



Frequency Electronics, Inc.
55 Charles Lindbergh Boulevard
Mitchel Field, NY 11553

Gentlemen:

         You have  requested our opinion as counsel for  Frequency  Electronics,
Inc.,  a  Delaware   corporation  (the   "Company"),   in  connection  with  the
registration  under the  Securities  Act of 1933, as amended,  and the Rules and
Regulations promulgated  thereunder,  of 200,000 shares of common stock issuable
upon the exercise of options granted under the Frequency Electronics,  Inc. 1997
Independent Contractor Stock Option Plan.

         We have  examined the Company's  Registration  Statement of Form S-8 in
the form to be filed with the  Securities  and Exchange  Commission  on or about
December 15, 1997 (the "Registration  Statement").  We further have examined the
Certificate  of  Incorporation  of the Company as certified by the  Secretary of
State of the State of  Delaware,  the Bylaws and the minute books of the Company
as a basis for the opinion hereafter expressed.

         Based on the foregoing  examination,  we are of the opinion that,  upon
issuance  and sale,  the  shares of common  stock  covered  by the  Registration
Statement will be legally issued, fully paid and nonassessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration Statement.

                                                          Very truly yours,

                                                          MILLING LAW OFFICES


                                                         By:/s/Scott Rapfogel
                                                           ------------------
                                                             Scott Rapfogel



<PAGE>


                                                                    Exhibit 23.1




INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in the  Registration  Statement of
Frequency Electronics, Inc. on Form S-8 of our report dated June 24, 1997, which
includes an explanatory paragraph as to certain litigation, on our audits of the
consolidated  financial statements and financial statement schedule of Frequency
Electronics,  Inc. as of April 30, 1997 and April 30, 1996,  and for each of the
three years in the period ended April 30, 1997.


                                                /s/ Coopers & Lybrand
                                                ---------------------
                                               COOPERS & LYBRAND L.L.P.


Melville, New York
December 15, 1997



<PAGE>


                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

                  I, the  undersigned,  a member  of the Board of  Directors  of
         Frequency  Electronics,  Inc. (the  "Company"),  hereby  constitute and
         appoint Joseph P. Franklin as my true and lawful  attorney-in-fact  and
         agent,  with  full  power to  substitute  John C. Ho,  on any  specific
         occasion, as attorney-in-fact and agent for the undersigned.  Joseph P.
         Franklin,  as  attorney-in-fact  and agent may act for the undersigned,
         for and in my stead,  in any and all  capacities,  to sign on my behalf
         any and all Registration  Statements on Form S-8 with respect to common
         stock issued or to be issued under the Frequency Electronics, Inc. 1997
         Independent Contractor Stock Option Plan, and to execute any amendments
         thereto (including post-effective  amendments) or certificates that may
         be required in connection  with such  registration  statements,  and to
         file the same,  with all exhibits  thereto,  and all other documents in
         connection therewith, with the Securities and Exchange Commission, with
         the full power and  authority  to do and perform each and every act and
         thing  necessary or advisable to be done in  connection  therewith,  as
         fully to all intents and purposes as the undersigned  might or could do
         in person. The undersigned hereby ratifies and confirms all that Joseph
         P. Franklin,  as  attorney-in-fact  and agent, or his  substitute,  may
         lawfully do or cause to be done by virtue hereof.



Dated:   December 15, 1997                         /s/ Joel Girsky
                                                   ---------------
                                                     JOEL GIRSKY


<PAGE>


                                                                    Exhibit 24.2



                                POWER OF ATTORNEY

                  I, the  undersigned,  a member  of the Board of  Directors  of
         Frequency  Electronics,  Inc. (the  "Company"),  hereby  constitute and
         appoint Joseph P. Franklin as my true and lawful  attorney-in-fact  and
         agent,  with full power to  substitute  Joel  Girsky,  on any  specific
         occasion, as attorney-in-fact and agent for the undersigned.  Joseph P.
         Franklin,  as  attorney-in-fact  and agent may act for the undersigned,
         for and in my stead,  in any and all  capacities,  to sign on my behalf
         any and all Registration  Statements on Form S-8 with respect to common
         stock issued or to be issued under the Frequency Electronics, Inc. 1997
         Independent Contractor Stock Option Plan, and to execute any amendments
         thereto (including post-effective  amendments) or certificates that may
         be required in connection  with such  registration  statements,  and to
         file the same,  with all exhibits  thereto,  and all other documents in
         connection therewith, with the Securities and Exchange Commission, with
         the full power and  authority  to do and perform each and every act and
         thing  necessary or advisable to be done in  connection  therewith,  as
         fully to all intents and purposes as the undersigned  might or could do
         in person. The undersigned hereby ratifies and confirms all that Joseph
         P. Franklin,  as  attorney-in-fact  and agent, or his  substitute,  may
         lawfully do or cause to be done by virtue hereof.



Dated:   December 15, 1997                         /s/ John C. Ho
                                                   --------------
                                                     JOHN C. HO
[{"type": "S-8", "sequence": "1", "description": "FEI 1997 INDEPENDENT CONTRACTOR STOCK OPTION PLAN", "secsgml_size_bytes": 44015}]
{"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": "S-8", "act": "33", "file-number": "333-42233", "film-number": "97738245"}, "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"}}
As filed with the Securities and Exchange Commission on December 15, 1997
                                           Registration Statement No. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           FREQUENCY ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                    11-1986657
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)

  55 Charles Lindbergh Boulevard
         Mitchel Field, NY                                 11553
 (Address of Principal Executive Offices)                (Zip Code)

    FREQUENCY ELECTRONICS, INC. 1997 INDEPENDENT CONTRACTOR STOCK OPTION PLAN
                            (Full title of the Plan)

            Joseph P. Franklin, Chief Executive and Financial Officer
                           Frequency Electronics, Inc.
                         55 Charles Lindbergh Boulevard
                             Mitchel Field, NY 11553
          (Name and address, including zip code of agent for services)

                                  516-794-4500
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Scott Rapfogel, Esq.
                               Milling Law Offices
                      115 River Road, Bldg. 12, Suite 1205
                               Edgewater, NJ 07020

         If any of the  securities  being  registered  on  this  form  are to be
offered on a delayed or continuous  basis pursuant to Rule 415 of the Securities
Act of 1933, check the following box. |X|

                               Page 1 of 18 pages
                             Exhibit Index at page 8
CALCULATION OF REGISTRATION FEE

                                           Proposed    Proposed
                                            Maximum     Maximum
                                Amount     Offering    Aggregate     Amount of
  Title of Securities            to be     Price Per   Offering     Registration
   to be Registered           Registered   Share (1)   Price (1)        Fee

Common Stock, par value
$1.00 per share, under
Frequency Electronics, Inc.
1997 Independent Contractor
Stock Option Plan (2)           200,000    $17.75    $3,550,000.00    $1,207.00

(1)      Estimated  solely for the purpose of  computing  the  registration  fee
         pursuant  to Rule 457,  on the basis of the average of the high and low
         prices of the  Registrant's  Common  Stock as reported on the  American
         Stock Exchange on December 9, 1997.

(2)      Pursuant to Rule 416 there are also registered hereby such  additional,
         indeterminate  number of shares as may become issuable by reason of the
         anti-dilution  provisions  of  the  Frequency  Electronics,  Inc.  1997
         Independent Contractor Stock Option Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  are   incorporated  by  reference  in  this
registration statement.

         (a)      Registrant's  Annual Report on Form 10-K  for the  fiscal year
                  ended April 30, 1997,  filed pursuant  to Section 13(a) of the
                  Securities Exchange Act of 1934, as amended.

         (b)      Registrant's  quarterly  reports  on Form 10-Q for the  fiscal
                  quarters   ended  July  31,  1997  and   October   31,   1997,
                  Registrant's  Current  Reports on Form 8-K dated  October  14,
                  1997 and  December  1, 1997,  and all other  reports,  if any,
                  filed by the Company pursuant to Section 13(a) or 15(d) of the
                  Securities  Exchange  Act of 1934  since the end of the fiscal
                  year ended April 30, 1997.

         (c)      The description of Registrant's  Common Stock contained in the
                  Registration  Statement on Form 8-A filed with the  Commission
                  on August 27, 1969 under Section 12 of the Securities Exchange
                  Act of 1934,  including  any amendment or report filed for the
                  purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not  applicable;  the class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The   Registrant's    Certificate   of   Incorporation   provides   for
indemnification  to the fullest extent  permitted by Section 145 of the Delaware
General   Corporation  Law  ("Section  145").   Pursuant   thereto,   Registrant
indemnifies its officers, directors,  employees and agents to the fullest extent
permitted for losses and expenses incurred by them in connection with actions in
which they are  involved  by reason of their  having been  directors,  officers,
employees  or  agents of  Registrant.  Section  145  permits  a  corporation  to
indemnify any person who is or has been a director,  officer,  employee or agent
of the  corporation  or  who is or has  been  serving  as a  director,  officer,
employee or agent of another  corporation,  organization  or  enterprise  at the
request of the corporation,  against all liability and expenses (including,  but
not limited to, attorneys' fees and disbursements and amounts paid in settlement
or in  satisfaction  of judgments or as fines or penalties)  incurred or paid in
connection  with  any  action,  suit or  proceeding,  whether  civil,  criminal,
administrative,  investigative or otherwise,  in which he/she may be involved by
reason of the fact that  he/she  serves or is  serving in these  capacities,  if
he/she acted in good faith and in a manner he/she  reasonably  believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal  action or  proceeding,  had no cause to believe  his/her  conduct  was
unlawful.  In the case of a claim, action, suit or proceeding made or brought by
or in the right of the  corporation  to procure a recovery  or  judgment  in its
favor, the corporation  shall not indemnify such person in respect of any claim,
issue or matter as to which such  person has been  adjudged  to be liable to the
corporation  for negligence or misconduct in the  performance of his or her duty
to the  corporation,  except for such expenses as the Court may allow.  Any such
person who has been wholly successful on the merits or otherwise with respect to
any such claim,  action,  suit or proceeding or with respect to any claim, issue
or matter  therein,  shall be  indemnified  as of right  against all expenses in
connection therewith or resulting therefrom.

         The   Registrant's   By-Laws   provide  for   indemnification   of  the
Registrant's   officers  and  directors   against  all  liabilities   (including
reasonable  costs,  expenses,   attorneys'  fees,  obligations  for  payment  in
settlement  and  final  judgment)  incurred  by or  imposed  upon  them  in  the
preparation,  conduct or compromise of any actual or threatened action, suit, or
proceeding,  whether civil,  criminal or  administrative,  including any appeals
therefrom  and any  collateral  proceedings  in which they shall be  involved by
reason of any action or  omission  by them in their  capacity  as a director  or
officer of the  Registrant,  or of any other  corporation  which they serve as a
director or officer at the request of the Registrant, whether or not such person
is a director or officer at the time such  liabilities  are incurred or any such
action,  suit or  proceeding  is commenced  against  them.  The  indemnification
provided  by the  By-Laws  does  not  extend,  however,  to  certain  situations
involving misconduct, willful misfeasance, bad faith or gross negligence.

         The Registrant maintains an insurance policy insuring its directors and
officers against  liability for certain acts and omissions while acting in their
official capacities.

         Various   matters  of  litigation   which  may  result  in  claims  for
indemnification  by certain  directors and officers of Registrant  are presently
pending and are more fully described in Registrant's  Annual Report on Form 10-K
for the fiscal year ended April 30, 1997 (see "Item 3. Legal Proceedings"),  and
the  Quarterly  Reports on Forms 10-Q dated July 31,  1997 and  October 31, 1997
(see  "Part  II -  Item  1.  Legal  Proceedings"),  all  of  which  reports  are
incorporated herein by reference.  Except as described in such reports, there is
no other  litigation  pending,  and neither  Registrant nor any of its directors
know  of  any  threatened   litigation   which  might  result  in  a  claim  for
indemnification by any director or officer.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.
Item 8.  EXHIBITS

         Exhibit
         Number                      Description of Document
         ------                      -----------------------

         3.1               Certificate of Incorporation of Registrant filed with
                           the  Secretary  of State of  Delaware on May 23, 1968
                           (filed as Exhibit  3.1 of  Registrant's  registration
                           statement  on  Form  S-1  (File  No.  2-29609),   and
                           incorporated herein by reference).

         3.2               Amendment  to   Certificate   of   Incorporation   of
                           Registrant  filed  with  the  Secretary  of  State of
                           Delaware  on March 27,  1981 (filed as Exhibit 3.2 of
                           Registrant's registration statement on Form S-1 (File
                           No. 2-71727), and incorporated herein by reference).

         3.3               Amendment  to   Certificate   of   Incorporation   of
                           Registrant  filed  with  the  Secretary  of  State of
                           Delaware  on October 26, 1984 (filed as Exhibit 27 of
                           Registrant's  Form 10-K for the year ended  April 30,
                           1985 and incorporated herein by reference).

         3.4               Amendment  to   Certificate   of   Incorporation   of
                           Registrant  filed  with  the  Secretary  of  State of
                           Delaware  on October 22, 1986 (filed as Exhibit 42 of
                           Registrant's  Form 10-K for the year ended  April 30,
                           1987 and incorporated herein by reference).

         3.5               Amended and Restated Certificate of  Incorporation of
                           Registrant  filed  with  the Secretary  of  State  of
                           Delaware on October  26,  1987  (filed as  Exhibit 45
                           of Registrants Form 10-K for the year ended April 30,
                           1990 and incorporated herein by reference).
                          

         3.6               Amendment  to   Certificate   of   Incorporation   of
                           Registrant  filed  with  the  Secretary  of  State of
                           Delaware  on November 2, 1989 (filed as Exhibit 59 of
                           Registrant's  Form 10-K for the year ended  April 30,
                           1990 and incorporated herein by reference).

         3.7               Bylaws  of  Registrant   (filed  as  Exhibit  3.3  to
                           Registrant's  Form 10-K  for the year ended April 30,
                           1981, and incorporated herein by reference)
 
         4.1               Frequency Electronics, Inc. 1997 Independent 
                           Contractor Stock Option Plan.

         5.1               Opinion of Milling Law Offices.

         23.1              Consent of Coopers & Lybrand L.L.P.

         23.2              Consent of Milling Law Offices  (included  in Exhibit
                           5.1).

         24.1              Power of Attorney - Joel Girsky

         24.2              Power of Attorney - John C. Ho
Item 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           registration statement:

                           (i)     To include any prospectus required by section
                                    10(a)(3) of the Securities Act of 1933;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  registration
                                    statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  registration
                                    statement  or any  material  change  to such
                                    information in the registration statement.

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the   Securities   Act  of  1933,   each  such
                           post-effective  amendment shall be deemed to be a new
                           registration  statement  relating  to the  securities
                           offered therein,  and the offering of such securities
                           at that time shall be deemed to be the  initial  bona
                           fide offering thereof.

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant,  the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Mitchel Field, County of Nassau, Town of Hempstead,  State of New
York, on the 15th day of December, 1997.

                                          FREQUENCY ELECTRONICS, INC.

                                        By  /s/Joseph P. Franklin
                                           ----------------------
                                           JOSEPH P. FRANKLIN,
                                           Chairman of the Board,
                                           Chief Executive and Financial Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                      Title                            Date

/s/Joseph P. Franklin       Chairman of the Board,             December 15, 1997
---------------------       Chief Executive Officer,
 JOSEPH P. FRANKLIN         Chief Financial Officer,
                            and Director
                                 

/s/ John Ho                 Director                           December 15, 1997
-----------
 JOHN HO

/s/ Joel Girsky             Director                           December 15, 1997
---------------
 JOEL GIRSKY
INDEX TO EXHIBITS

  Exhibit
  Number                    Description of Documents                       Page

 3.1   Certificate of Incorporation of Registrant filed with the Secretary
       of  State  of Delaware  on May 23, 1968 (filed  as Exhibit  3.1  of
       Registrant's registration statement on Form S-1 (File No. 2-29609),
       and incorporated herein by reference)

 3.2   Amendment to Certificate of Incorporation of Registrant filed with
       the  Secretary  of State of  Delaware  on March 27, 1981 (filed as
       Exhibit 3.2 of  Registrant's  registration  statement  on Form S-1
       (File No. 2-71727), and incorporated herein by reference)

 3.3   Amendment to Certificate of Incorporation of Registrant filed with
       the  Secretary  of State of Delaware on October 26, 1984 (filed as
       Exhibit 27 of Registrant's  Form 10-K for the year ended April 30,
       1985 and incorporated herein by reference)

 3.4   Amendment to Certificate of Incorporation of Registrant filed with
       the  Secretary  of State of Delaware on October 22, 1986 (filed as
       Exhibit 42 of Registrant's  Form 10-K for the year ended April 30,
       1987 and incorporated herein by reference)

 3.5   Amended and Restated  Certificate of  Incorporation  of Registrant
       filed with the  Secretary of State of Delaware on October 26, 1987
       (filed as Exhibit 45 of Registrant's  Form 10-K for the year ended
       April 30, 1990 and incorporated herein by reference)

 3.6   Amendment to Certificate of Incorporation of Registrant filed with
       the  Secretary  of State of Delaware on November 2, 1989 (filed as
       Exhibit 59 of Registrant's  Form 10-K for the year ended April 30,
       1990 and incorporated herein by reference)

 3.7   Bylaws of Registrant  (filed as Exhibit 3.3 to  Registrant's  Form
       10-K for the year ended April 30, 1981, and incorporated herein by
       reference)

 4.1   Frequency Electronics, Inc. 1997 Independent Contractor Stock
       Option Plan.........................................................   9

 5.1   Opinion of Milling Law Offices......................................   15

23.1   Consent of Coopers & Lybrand L.L.P..................................   16

23.2   Consent of Milling Law Offices (included in Exhibit 5.1)

24.1   Power of Attorney - Joel Girsky.....................................   17
24.2   Power of Attorney - John C. Ho......................................   18
Exhibit 4.14

                           FREQUENCY ELECTRONICS, INC.

                  1997 INDEPENDENT CONTRACTOR STOCK OPTION PLAN

                                    SECTION 1
                            PURPOSE AND SCOPE OF PLAN

         The  purpose  of this Plan is to advance  the  interests  of  Frequency
Electronics,  Inc. (the  "Company") and its  stockholders by helping the Company
obtain and retain the services of consultants  and advisors upon whose judgment,
initiative,  and efforts the Company is substantially  dependent, and to provide
those  persons with further  incentives to advance the interests of the Company.
These goals will be  effectuated  by granting  Options to purchase stock to such
persons.  Such Options are not intended to qualify as  Incentive  Stock  Options
under Section 422A of the Internal Revenue Code of 1986, as amended.

                                    SECTION 2
                               CERTAIN DEFINITIONS

         Unless the context  otherwise  requires,  the  following  defined terms
(together  with other  capitalized  terms  defined  elsewhere in this Plan) will
govern the construction of this Plan, and of any stock option agreements entered
into pursuant to this Plan:

A.   "Act" means the federal Securities Act of 1933, as amended;

B.   "Board of Directors" means the Board of Directors of the Company;

C.   "Code" means the  Internal  Revenue  Code of 1986,  as amended  (references
     herein to  Sections  of the Code are  intended  to refer to Sections of the
     Code as  enacted  at the  time of this  Plan's  adoption  by the  Board  of
     Directors and as  subsequently  amended,  or to any  substantially  similar
     successor provisions of the Code resulting from recodification, renumbering
     or otherwise);

D.   "Committee" means the committee of two or more Directors,  appointed by the
     Board of Directors  pursuant to subsection  3(a),  below, to administer and
     interpret this Plan;  provided that the term  "Committee" will refer to the
     Board of  Directors  during such times as no  Committee is appointed by the
     Board of Directors;

E.   "Common Stock" means shares of the Company's Common Stock, $1.00 par value;

F.   "Company" means Frequency Electronics, Inc. a Delaware corporation,  and/or
     its Subsidiaries;

G.   "Eligible Participant" means a person who, on the Grant Date as hereinafter
     defined,  is a consultant  or advisor  rendering  bona fide services to the
     Company  provided,   however,  that  such  services  are  not  rendered  in
     connection  with  the  offer or sale of  securities  in a  capital  raising
     transaction;

H.   "Grant Date" means the date on which the Option is deemed to be granted  to
     the Optionee, as determined by the Committee.

I.   "Option" means an Option granted pursuant to this Plan entitling the option
     holder to acquire shares of Common Stock issued by the Company  pursuant to
     the valid exercise of the Option;

J.   "Option  Price" with respect to any  particular  Option means  the exercise
     price  at which the Optionee  may  acquire each share  of  the Option Stock
     called for under such Option;
K.   "Option Stock"  means  Common  Stock  issued  or  issuable  by  the Company
     pursuant to the valid exercise of an Option;

L.   "Optionee"   means  an Eligible Participant  to  whom Options  are  granted
     hereunder;

M.   "Plan"   means this 1997 Independent Contractor  Stock Option Plan  of  the
     Company;

N.   "Stock  Option  Agreement"  means an agreement  between the  Company and an
     Optionee, in form and substance  satisfactory  to the Committee in its sole
     discretion, consistent with this Plan;

O.   "Subsidiary" has the same meaning as "Subsidiary Corporation" as defined in
     Section 424(f) of the Code;

                                    SECTION 3
                             ADMINISTRATION OF PLAN

         (a) This Plan shall be  administered  by a Committee  appointed  by the
Board of Directors for such purpose.  Such  Committee  shall consist of not less
than two members of the Board of Directors.

         (b)  The  Committee   shall  have  full  authority  and  discretion  to
determine,   consistent   with  the   provisions  of  this  Plan,  the  Eligible
Participants to be granted Options, the times at which Options shall be granted,
the Option  Price of the shares  subject  to each  Option,  the number of shares
subject  to  each  Option,   the  period  during  which  each  Option  shall  be
exercisable,  and the  terms to be set  forth on each  Option  certificate.  The
Committee  shall also have the  authority  and power to impose such  contractual
restrictions,  conditions,  limitations and forfeitures relating to such Options
and the shares  subject to each Option as the  Committee  shall  determine.  The
Committee  shall have full  authority  and  discretion  to adopt and revise such
rules and procedures as it shall deem necessary for the  administration  of this
Plan.

         (c) The Committee's  interpretation  and construction of any provisions
of this Plan or any Option granted  hereunder  shall be final,  conclusive,  and
binding.

                                    SECTION 4
                     ELIGIBILITY AND AWARD OF STOCK OPTIONS

         (a) The  Committee  may,  from  time to time,  determine  the  Eligible
Participants  who  shall  be  granted  Options  under  this  Plan.  An  Eligible
Participant  who has been granted an Option may be granted an additional  Option
or Options under this Plan if the Committee shall so determine.  The granting of
an Option  under  this Plan  shall  not  affect  any  outstanding  stock  option
previously  granted  to an  Optionee  under  this Plan or any other  plan of the
Company.

         (b) Additional Options may be granted by the Committee, at any time and
from time to time, to new Optionees,  or to then  Optionees,  or to a greater or
lesser  number of  Optionees,  and may  include or exclude  previous  Optionees.
Options granted need not contain similar provisions.
SECTION 5
                         SHARES OF STOCK SUBJECT TO PLAN

         Subject to the  provisions  of  Section 12 of this Plan,  the number of
shares that may be issued pursuant to the Options granted by the Committee under
this Plan shall not exceed two hundred  thousand  (200,000) shares of the Common
Stock of the  Company.  Such shares may be  authorized  and  unissued  shares or
shares  previously  acquired  or to be  acquired  by the  Company  and  held  in
treasury.  Any shares  subject to an Option under this Plan that expires for any
reason or is terminated unexercised as to such shares may again be subject to an
Option under this Plan.

                                    SECTION 6
                             STOCK OPTION AGREEMENTS

         Options  granted  pursuant  to this  Plan  shall be  authorized  by the
Committee  and shall be  evidenced  by such  Stock  Option  Agreements  or other
agreements,  in such form as the Committee,  shall, from time to time,  approve.
Such agreements  shall comply with and be subject to the terms and conditions of
this Plan.

                                    SECTION 7
                                  OPTION PRICE

         (a) Each  Option  shall state the number of shares to which it pertains
and shall state the Option Price,  which shall not be less than the par value of
the Common Stock.

         (b) The Option Price shall be payable in United States dollars upon the
exercise of the Option and may be paid in cash or by check.

         (c) The cash  proceeds  from the sales of Common Stock  pursuant to the
exercise of Options are to be added to the general funds of the Company and used
for its corporate purposes.

                                    SECTION 8
                          TERM AND EXERCISE OF OPTIONS

         (a)  Subject to the  provisions  of  Section  11,  below,  the terms of
exercisability  of each Option  granted  hereunder  shall be  determined  by the
Committee at its discretion.

         (b) An Option may be exercised to the extent exercisable by: (i) giving
written notice of exercise to the Company,  specifying the number of full shares
of Option Stock to be purchased  and  accompanied  by full payment of the Option
Price thereof;  and (ii) giving assurances  satisfactory to the Company that the
shares of Option Stock to be purchased  upon such  exercise are being  purchased
for investment and not with a view to resale in connection with any distribution
of such shares in  violation  of the 1933 Act;  provided,  however,  that in the
event the Option Stock called for under the Option is registered  under the 1933
Act, or in the event resale of such Option Stock without such registration would
otherwise be permissible,  this second  condition will be inoperative if, in the
opinion of counsel for the Company,  such  condition  is not required  under the
1933 Act, or any other  applicable law,  regulation or rule of any  governmental
agency.
SECTION 9
                               NONTRANSFERABILITY

         All Options  granted  under this Plan shall be  nontransferable  by the
Optionee,  otherwise than by will or the laws of descent and  distribution,  and
shall be exercisable during the Optionee's lifetime, only by him or her.

                                   SECTION 10
                               REQUIREMENTS OF LAW

         The granting of Options and the issuance of shares of Common Stock upon
the exercise of an Option shall be subject to all applicable  laws,  rules,  and
regulations  and  shares  shall not be issued  except  upon  approval  of proper
government agencies or stock exchanges as may be required.

                                   SECTION 11
                                DEATH OF OPTIONEE

         In the event of the death of an Optionee such deceased Optionee's legal
heirs or estate shall have the right to exercise all outstanding  Options to the
extent that such deceased  Optionee was entitled to exercise them at the date of
his or her death.

                                   SECTION 12
                                   ADJUSTMENTS

         In the event of any  change  in the  number  of  outstanding  shares of
Common  Stock by  reason  of any  stock  dividend  or  split,  recapitalization,
reclassification,  merger, consolidation, combination, or exchange of shares, or
other similar  corporate change,  then if the Committee shall determine,  in its
sole  discretion,   that  such  change  necessarily  or  equitably  requires  an
adjustment in the number of shares  subject to each  outstanding  Option and the
Option  Prices or in the  maximum  number of shares  subject to this Plan,  such
adjustments  shall be made by the Committee and shall be conclusive  and binding
for all purposes of this Plan.  No adjustment  shall be made in connection  with
the  issuance  by the  Company of any  warrants,  rights,  or options to acquire
additional  shares of Common  Stock or of  securities  convertible  into  Common
Stock.

                                   SECTION 13
             CLAIM TO STOCK OPTION, OWNERSHIP, OR CONTRACTUAL RIGHTS

         No person  shall  have any claim or right to be granted  Options  under
this Plan.  No  Optionee,  before  issuance  of the stock,  shall be entitled to
voting rights,  dividends,  or other rights of stockholders  except as otherwise
provided in this Plan. Neither this Plan nor any action taken hereunder shall be
construed  as giving any person any right to  continue  any  relations  with the
Company as an independent contractor.
SECTION 14
                              UNSECURED OBLIGATION

         Optionees  under this Plan shall not have any  interest  in any fund or
specific  asset of the  Company by reason of this  Plan.  No trust fund shall be
created in connection with this Plan or any award thereunder, and there shall be
no required funding of amounts that may become payable to any Optionee.

                                   SECTION 15
                                EXPENSES OF PLAN

         The expenses of administering the Plan shall be borne by the Company.

                                   SECTION 16
                                 INDEMNIFICATION

         Each person who is or shall have been a member of the  Committee  or of
the Board of Directors  shall be  indemnified  and held  harmless by the Company
against and from any loss, cost, liability,  or expense that may be imposed upon
or reasonably  incurred in connection with or resulting from any claim,  action,
suit, or proceeding to which the person may be a party or in which he or she may
be involved  by reason of any action  taken or failure to act under the Plan and
against and from any and all  amounts  paid in  satisfaction  of judgment in any
such action, suit, or proceeding against the person,  provided the Company shall
be given an opportunity,  at its own expense, to handle and defend the action on
the individual's own behalf. The foregoing right of indemnification shall not be
exclusive  of any other rights of  indemnification  to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter of
law, or otherwise,  or any power than the Company may have to indemnify  them or
hold them harmless.

                                   SECTION 17
                            AMENDMENT AND TERMINATION

         Unless this Plan shall  theretofore have been terminated as hereinafter
provided,  no  Options  may be granted  after  December  2,  2007.  The Board of
Directors may  terminate  this Plan or modify or amend this Plan in such respect
as it shall deem advisable, including without limitation:

         (a)  Increasing  the  aggregate  number of shares of Common Stock as to
which Options may be granted under the Plan except  as provided  in Section  12,
above; and

         (b)  Extending the period during which Options may be granted.

                                   SECTION 18
            APPLICABILITY OF PLAN TO OTHER OUTSTANDING STOCK OPTIONS

         This Plan shall not affect the terms and  conditions of any other stock
options  heretofore  granted to any person under any other Company plan relating
to  statutory  or  nonstatutory  stock  options,  nor shall it affect any of the
rights of any person to whom such a statutory or  nonstatutory  stock option was
granted.

                                   SECTION 19
                             EFFECTIVE DATE OF PLAN

         The plan shall become effective as of December 2, 1997.
Exhibit 5.1

                               MILLING LAW OFFICES

                      Members New Jersey and New York Bars

115 River Road                                  Telephone  201-313-1600
Building 1205, Suite 1205                       Telecopier  201-313-7249
Edgewater, NJ 07020                             E-mail 72731,3152@compuserve.com

OPINION OF COUNSEL

                                                              December 15, 1997

Frequency Electronics, Inc.
55 Charles Lindbergh Boulevard
Mitchel Field, NY 11553

Gentlemen:

         You have  requested our opinion as counsel for  Frequency  Electronics,
Inc.,  a  Delaware   corporation  (the   "Company"),   in  connection  with  the
registration  under the  Securities  Act of 1933, as amended,  and the Rules and
Regulations promulgated  thereunder,  of 200,000 shares of common stock issuable
upon the exercise of options granted under the Frequency Electronics,  Inc. 1997
Independent Contractor Stock Option Plan.

         We have  examined the Company's  Registration  Statement of Form S-8 in
the form to be filed with the  Securities  and Exchange  Commission  on or about
December 15, 1997 (the "Registration  Statement").  We further have examined the
Certificate  of  Incorporation  of the Company as certified by the  Secretary of
State of the State of  Delaware,  the Bylaws and the minute books of the Company
as a basis for the opinion hereafter expressed.

         Based on the foregoing  examination,  we are of the opinion that,  upon
issuance  and sale,  the  shares of common  stock  covered  by the  Registration
Statement will be legally issued, fully paid and nonassessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration Statement.

                                                          Very truly yours,

                                                          MILLING LAW OFFICES

                                                         By:/s/Scott Rapfogel
                                                           ------------------
                                                             Scott Rapfogel
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in the  Registration  Statement of
Frequency Electronics, Inc. on Form S-8 of our report dated June 24, 1997, which
includes an explanatory paragraph as to certain litigation, on our audits of the
consolidated  financial statements and financial statement schedule of Frequency
Electronics,  Inc. as of April 30, 1997 and April 30, 1996,  and for each of the
three years in the period ended April 30, 1997.

                                                /s/ Coopers & Lybrand
                                                ---------------------
                                               COOPERS & LYBRAND L.L.P.

Melville, New York
December 15, 1997
Exhibit 24.1

                                POWER OF ATTORNEY

                  I, the  undersigned,  a member  of the Board of  Directors  of
         Frequency  Electronics,  Inc. (the  "Company"),  hereby  constitute and
         appoint Joseph P. Franklin as my true and lawful  attorney-in-fact  and
         agent,  with  full  power to  substitute  John C. Ho,  on any  specific
         occasion, as attorney-in-fact and agent for the undersigned.  Joseph P.
         Franklin,  as  attorney-in-fact  and agent may act for the undersigned,
         for and in my stead,  in any and all  capacities,  to sign on my behalf
         any and all Registration  Statements on Form S-8 with respect to common
         stock issued or to be issued under the Frequency Electronics, Inc. 1997
         Independent Contractor Stock Option Plan, and to execute any amendments
         thereto (including post-effective  amendments) or certificates that may
         be required in connection  with such  registration  statements,  and to
         file the same,  with all exhibits  thereto,  and all other documents in
         connection therewith, with the Securities and Exchange Commission, with
         the full power and  authority  to do and perform each and every act and
         thing  necessary or advisable to be done in  connection  therewith,  as
         fully to all intents and purposes as the undersigned  might or could do
         in person. The undersigned hereby ratifies and confirms all that Joseph
         P. Franklin,  as  attorney-in-fact  and agent, or his  substitute,  may
         lawfully do or cause to be done by virtue hereof.

Dated:   December 15, 1997                         /s/ Joel Girsky
                                                   ---------------
                                                     JOEL GIRSKY
Exhibit 24.2

                                POWER OF ATTORNEY

                  I, the  undersigned,  a member  of the Board of  Directors  of
         Frequency  Electronics,  Inc. (the  "Company"),  hereby  constitute and
         appoint Joseph P. Franklin as my true and lawful  attorney-in-fact  and
         agent,  with full power to  substitute  Joel  Girsky,  on any  specific
         occasion, as attorney-in-fact and agent for the undersigned.  Joseph P.
         Franklin,  as  attorney-in-fact  and agent may act for the undersigned,
         for and in my stead,  in any and all  capacities,  to sign on my behalf
         any and all Registration  Statements on Form S-8 with respect to common
         stock issued or to be issued under the Frequency Electronics, Inc. 1997
         Independent Contractor Stock Option Plan, and to execute any amendments
         thereto (including post-effective  amendments) or certificates that may
         be required in connection  with such  registration  statements,  and to
         file the same,  with all exhibits  thereto,  and all other documents in
         connection therewith, with the Securities and Exchange Commission, with
         the full power and  authority  to do and perform each and every act and
         thing  necessary or advisable to be done in  connection  therewith,  as
         fully to all intents and purposes as the undersigned  might or could do
         in person. The undersigned hereby ratifies and confirms all that Joseph
         P. Franklin,  as  attorney-in-fact  and agent, or his  substitute,  may
         lawfully do or cause to be done by virtue hereof.

Dated:   December 15, 1997                         /s/ John C. Ho
                                                   --------------
                                                     JOHN C. HO