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October 19, 2005

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

Mr. Jay Webb
Reviewing Accountant
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

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. Webb:

This letter is in response  to your  letter  dated  October 7, 2005 to Martin B.
Bloch, President and Chief Executive Officer of Frequency Electronics, Inc. (the
"Company").  We appreciate and share in the Staff's objective to ensure that the
disclosures made by the Company reflect the highest level of transparency.

Our responses to your comments are set forth below.

Form 10-K for the period ending April 30, 2005

Consolidated Statement of Operations - page 30

1.   In future  filings,  please  present  the  compensation  charges in cost of
     sales,  selling  and  administrative  expenses  and other major line items,
     after  appropriate   allocation.   We  would  not  object  if  you  show  a
     parenthetical inclusion. Refer to SAB Topic 14(F).

     Company Response
     ----------------
     Regular  compensation  expenses are included in the Statement of Operations
     within the line items Cost of sales,  Selling and administrative  expenses,
     and   Research  and   development   expenses.   The  line  item   captioned
     "Compensation  charges" in the  Consolidated  Statements of Operations  for
     fiscal  years  2005  and  2004  includes   unusual   and/or   non-recurring
     compensation-related  charges that were  incurred in those  years.  Because
     these charges are unique and are not expected to recur in future years, the
     Company  believes  that  a  separate  delineation  of  these  items  in the
     Statement of Operations  for fiscal years 2005 and 2004 is more  meaningful
     to  shareholders.   By  distinguishing  these  unique  compensation-related
     charges from  normally  recurring  selling and  administrative  costs,  the
     reader can more  readily  determine  the costs  necessary  to  achieve  the
     reported  revenues and  operating  profits.  The  expenses  included in the
     Compensation charges line item were as follows:

               a.   Change  in  estimate  (FY2005)  - $327K  was the  result  of
                    utilization  of a more  current  life  expectancy  table for
                    determining the future deferred compensation liability. This
                    matter  was  more  fully  explained  in  Footnote  13  under
                    Deferred  Compensation  plan and is discussed in MD&A.  (See
                    also Item 5 of this letter.)

               b.   Bonus not based on  Operating  Profits  (FY2005) - $416K was
                    the incentive  compensation  accrual related to gains on the
                    real  estate  and  stock  transactions  recorded  in the 4th
                    quarter  of  2005.   Although  the  bonus  accrual   impacts
                    operating  profit,  the  related  gains  do not.  Thus,  the
                    Company  believes  that such costs should not be included in
                    recurring  Administrative  expenses but are reported under a
                    separately identifiable line in the Statement of Operations.
                    This  transaction  was  explained in MD&A under  Significant
                    Events and Compensation Charges.

               c.   Litigation  with a  former  employee  (FY2005)  - $133K  was
                    related  to  a  litigation   accrual  for  settlement  of  a
                    termination  suit  brought  by  a  former  employee  of  the
                    Company's Belgian subsidiary. This item is similar in nature
                    to a  restructuring  charge which the Company also  believes
                    should  be  separately   reported  from  normally  recurring
                    Administrative costs. This item was explained in MD&A.

               d.   Restructuring Charge (FY2004) - In the prior year, the $428K
                    costs to restructure its European operation consisted almost
                    entirely of  severance  compensation  for former  employees.
                    This amount was separately reported due to the nonrecurrence
                    of this type of expense and is explained in MD&A.

               e.   Stock  bonus  (FY2004)  - A stock  bonus  (value  $297K) was
                    awarded to the Company's  Chairman  during fiscal year 2004.
                    This also was a  one-time  award that was  unrelated  to the
                    Company's performance for the fiscal year but was related to
                    an employment agreement dating back to 1993.

     SAB Topic 14(F) sets forth the staff's views  regarding the  classification
     of compensation  expense associated with share-based payment  arrangements.
     As indicated above, the Compensation  charges line item in the Statement of
     Operations  does not include such expenses  unless they are unusual  and/or
     non-recurring.  Note also that in fiscal year 2005, the Company applied the
     disclosure-only  provisions of FAS 148 and will continue to do so in fiscal
     year 2006.  The Company will fully comply with the  provisions of FAS 123R,
     as required, in fiscal year 2007 (the year beginning May 1, 2006).

Notes to Financial Statements - page 34

Note 4 Inventories - page 38

2.   In future filings, please disaggregate Work in Progress from Finished Goods
     in  your  inventory  footnote  disclosure.  Refer  to  Rule  5-02(6)(a)  of
     Regulation S-X.

     Company Response
     ----------------
     Historically, the Company's inventory of Finished Goods has been very small
     if not non-existent.  Only in recent quarters have Finished Goods increased
     to approximately  5% of total  inventory.  This was not deemed material for
     separate  listing.  The  Company  will  consider  this  comment  for future
     presentations  and will  either  list the value of  Finished  Goods or will
     discontinue   using  that  term  if  the  balance  of  Finished   Goods  is
     insignificant.

Note 6 Property, Plant and Equipment - page 39

3.   We refer to the sale of the Long  Island  building  to  Reckson  Associates
     Realty Corp in exchange for approximately  513,000  participation  units of
     Reckson Operating Partnership, L.P. Please tell us in detail the accounting
     for all aspects of this  transaction,  including the conversion of the REIT
     units and  recognition of the deferred  gain. In your response  please show
     your  calculations  and tell us how you  determined  the fair market value.
     Please cite appropriate GAAP literature to support your accounting.

     Company Response
     ----------------
     In 1998, the Company sold its building to Reckson  Associates  Realty Corp.
     ("Reckson"),  a  publicly-traded  Real Estate  Investment  Trust  ("REIT").
     Simultaneously,  the Company  leased back 43% of the building  from Reckson
     for its  continuing  operations.  Rather  than  receive  cash,  the Company
     elected to accept a tax-free,  like-kind exchange,  obtaining approximately
     513,000 units of Reckson Operating Partnership,  L.P. The Company continued
     to hold the partnership  units until March 2005 when it decided to exchange
     100% of the units for an equal number of shares of publicly-traded  Reckson
     common stock.

     In accordance  with Sale and Leaseback  accounting,  in particular  FAS 98,
     paragraph 13, it was determined  that the Company  maintained a "continuing
     involvement"  in the sold  property by virtue of its  ownership  of Reckson
     Operating  Partnership  units. The 513,000 units represented a value at the
     time of  closing  of $12  million  (see  discussion  below),  which  amount
     represented   less  than  1%  of  Reckson's  total  real  estate  holdings.
     Nevertheless,  based on  professional  guidance  it  received,  the Company
     determined  that even an immaterial  investment  was sufficient to conclude
     that it maintained a continuing involvement in the building.  Therefore, in
     accordance  with  FAS 98 and FAS 66,  the  original  1998  transaction  was
     treated as a financing  with no gain to be recognized  until the units were
     converted to stock or to cash.

     As a  consequence,  the Company  retained the building on its balance sheet
     and recorded an offsetting "REIT liability"  representing the deferred gain
     and  other  elements  of the  eventual  conversion  and  gain  on the  sale
     (including  income taxes on the gain). In subsequent years, that portion of
     the REIT liability  representing the financing ($3.1 million) was amortized
     over the leaseback period.  As a result,  from 1998 through March 2005, the
     Company made annual lease  payments of $400,000 but did not report any rent
     expense.  Rather,  the payments were apportioned to interest expense and to
     the "principal" of the financing liability.

     In fiscal year 2005, when the operating partnership units were converted to
     the common stock of Reckson, the continuing involvement in the building was
     deemed to have  ceased.  In  accordance  with FAS 98 and FAS 66 the Company
     then  recomputed  the gain on the original 1998  transaction  as a Sale and
     Leaseback transaction. See the separate analysis attached hereto as Annex A
     which  includes the journal  entry to record the gain and remove the assets
     and related  liability.  That analysis shows the  calculation of a realized
     gain of $4.6 million and a deferred gain of $1.3 million. The deferred gain
     will be amortized  into income over the remaining  three and  three-quarter
     years of the original lease.

     The original 1998 transactions and valuations were as follows:

     o    The value of the  building was agreed to between the parties to be $12
          million.  Using a price of $23.38  per  share  (the  value of  Reckson
          common  stock at the time of the  transaction)  the  Company was given
          513,259 Reckson Operating Partnership units, convertible into an equal
          number of shares of Reckson common stock  beginning one year after the
          date of sale.

     o    The present value of the REIT  liability  was  determined to be $3.137
          million  based on annual rent  payments of  $400,000,  payable over 11
          years  and  using a  discount  rate of 6.5%,  an  appropriate  rate in
          January  1998.  (The  Facilities  Capital  Cost of Money  Rate per the
          Federal Register was 6.25% at that time.)

     o    From 1998 through  February 2005, the Company  continued to depreciate
          the  leased  back  building  for  financial   statement  purposes  but
          discontinued  such  for tax  purposes,  in  accordance  with  sale and
          leaseback guidance and IRS regulations.

Note 10 Investment in Morion, Inc. - page 41

4.   Since it appears in 2004 your equity in the income from your  investment in
     Morion exceeded 20% of your 2004 income from continuing  operations  before
     taxes,  extraordinary items and cumulative effect of a change in accounting
     principle,  it  appears  to us you are  required  to  include  Rule 3-09 of
     Regulation  S-X financial  statements  for this investee in your Form 10-K.
     Please  file  an  amended  2005  Form  10-K  with  all  required  financial
     statements or tell us why you believe no such amendment is necessary. Also,
     note that your future Form 10-Q's should include the disclosure required by
     Item 4-08(g) of Regulation S-X for any significant equity investees.

     Company Response
     ----------------
     Equity income from the Morion  investment  had a material  impact on fiscal
     year 2004 results,  after restatement.  However, the reason for this impact
     is due to very low  operating  results  compared  to  preceding  years.  As
     specified  under  Rule  1-02(w)  of  Regulation  S-X,  when  measuring  the
     significance  of a  subsidiary  not  consolidated  or a 50% or  less  owned
     person,  one must consider the operating results of the year in question to
     the  average of the  preceding  years:  "If income ... for the most  recent
     fiscal year is at least 10 percent lower than the average of the income for
     the last five fiscal years,  such average income should be substituted  for
     purposes of the computation."

     As illustrated in the "Morion  Analysis"  attached hereto as Annex B, FEI's
     pretax and pre-Morion income was $273K. This is 91% less than the Company's
     average  pretax  income for the preceding 5 fiscal years which was $3,186K.
     Thus,  in measuring  the  significance  of the Morion  equity  income,  the
     Company  used the 5-year  pretax  income  average.  Equity  income from the
     Morion investment,  as included in the restated Statement of Operations for
     fiscal year 2004, was $158K or 5% of the 5-year  average.  This ratio falls
     below the threshold  for  determining  whether an investee is  significant.
     Therefore,  the Company believes that separate financial statements for its
     Morion, Inc. investment are not required disclosure in its fiscal year 2005
     Form 10-K.  Accordingly,  the Company does not believe an amended Form 10-K
     is required.

     The Company  acknowledges that if and when a subsidiary not consolidated or
     a 50% or less owned  person  meets the  significance  requirements  of Rule
     1-02(w) of  Regulation  S-X, it will comply with the  requirements  of Item
     4-08(g) of  Regulation  S-X.  As of this  writing,  the Company has no such
     significant investees, including its investment in Morion, Inc.

Note 13 Employee Benefit Plans - page 42

Deferred Compensation Plan - page 45

5.   During the year 2005, the Company  recorded a $327,000 change in accounting
     estimate  reflecting  the use of  updated  actuarial  mortality  tables  to
     determine its deferred compensation liability. Please tell us in detail the
     circumstances surrounding the adjustment.  Specifically,  discuss the facts
     and  circumstances  that  support the timing of this  referenced  change in
     estimate.

     Company Response
     ----------------
     Over 25 years ago, the Company implemented a deferred  compensation program
     for its  executives  and certain  other key  employees.  Under terms of the
     plan,  participants are entitled to annual life-time  compensation benefits
     following their retirement from the Company, as specified in the individual
     deferred compensation agreements. Currently, the Company's plan includes 25
     participants, 12 of whom are retired and 13 of whom are active employees.

     The Company has recorded a deferred  compensation  liability on its balance
     sheet to reflect the  present  value of the  liability  to be paid to these
     participants  over  their  remaining  lives.  In  order to  determine  this
     liability, for many years the Company employed the services of the benefits
     consulting group of  PricewaterhouseCoopers,  LLP (PwC).  During that time,
     PwC  actuaries  employed the GAM 1983  Mortality  Table,  with  margin,  to
     compute the Company's liability at the end of each fiscal year.

     In fiscal year 2004,  reflecting  concerns over auditor  independence,  PwC
     advised the Company that its actuaries would no longer compute the deferred
     compensation  liability  and  encouraged  the  Company  to  engage  anoth