SecProbe.io

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Mail Stop 6010

       October 27, 2005

Mr. Martin B. Bloch
President and Chief Executive Officer
Frequency Electronics, Inc.
55 Charles Lindbergh Boulevard
Mitchel Field, New York 11553

	RE:	Frequency Electronics, Inc.
		Form 10-K for the fiscal year ended April 30, 2005
		Filed July 28, 2005
		File No. 1-08061

Dear Mr. Bloch:

	We have reviewed your response dated October 19, 2005 and
have
the following comments.  We have limited our review to matters
related to the issues raised in our comments and we will make no
further review of your documents. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Form 10-K for the fiscal year ended April 30, 2005

Notes to Financial Statements - page 34

Note 6 Property, Plant and Equipment - page 39

1. Please refer to prior comment 3.  We see you indicate "in
fiscal
2005 when the operating partnership units were converted to common
stock of Reckson, the continuing involvement in the building was
deemed to have ceased".   Please tell us why the conversion of the
partnership units to common stock would cause you to cease having
continuing involvement (as defined by applicable generally
accepted
accounting principles) with Reckson.  Specifically, demonstrate
why
the significant gain recognized in 2005 in connection with the
conversion was appropriate and compliant with generally accepted
accounting principles.  Your response should reference the
specific
authoritative literature that supports your conclusions.  We may
have
further comments after reviewing your response.

Note 13 Employee Benefit Plans - page 42

Deferred Compensation Plan - page 45

2. Please refer to prior comment 5.  From the information in your
response it appears in prior years your deferred compensation
liability estimates were not prepared using the most current
historical actuarial information available.  Please tell us
whether
your current deferred compensation liability estimates were made
using the most recently available actuarial information and why
the
increase in your liability in 2005 that resulted from the use of
more
current actuarial information was not the correction of an error
(as
defined in paragraph 13 of APB Opinion 20).  Consider the need to
revise your financial statements to correct any material errors in
your financial statements that exist as a result of estimates made
with outdated actuarial or other information.  We may have further
comments after reviewing your response.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested  information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

      You may contact Dennis Hult, Staff Accountant, at (202) 551-
3618 or myself at (202) 551-3603 if you have questions regarding
these comments.  In this regard, do not hesitate to contact Angela
J.
Crane, Accounting Branch Chief, at (202) 551-3554.

								Sincerely,

								Jay Webb
								Reviewing Accountant

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Martin B. Bloch
Frequency Electronics, Inc.
October 27, 2005
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