UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of report (Date of earliest event reported):   June 28, 2006

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

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

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

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

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          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
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     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))





Item 3.01.   Notice of Delisting or Failure to Satisfy a Continued Listing Rule
             or Standard; Transfer of Listing.

     On June 28, 2006,  the Board of Directors  of Frequency  Electronics,  Inc.
(the  "Company")  approved the transfer of the listing of the  Company's  common
stock,  $1.00 par value,  to the Nasdaq  Global  Market from the American  Stock
Exchange. The Company issued a press release announcing the transfer on July 13,
2006, and on July 14, 2006, the Company  announced that it anticipates  that its
common stock will continue  trading on the American Stock Exchange  through July
31, 2006 and that trading on the Nasdaq Global Market will commence on August 1,
2006, under the ticker symbol FEIM.







                                    Signature

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       Frequency Electronics, Inc.

                                           By:/s/ Alan Miller
                                           ------------------
                                            Name: Alan Miller
                                           Title: Chief Financial Officer
                                                  and Treasurer


Date:  July 31, 2006