UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): November 20, 2006


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


            Delaware                  1-8061                    11-1986657
(State or other jurisdiction of    (Commission               (I.R.S. Employer
         incorporation)            File Number)              Identification No.)

55 Charles Lindbergh Blvd., Mitchel Field, NY                      11553
(Address of principal executive offices)                         (Zip Code)

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

                                      NONE
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




Item 5.04 Temporary Suspension of Trading Under Registrant's
          Employee Benefit Plans.

On November 20, 2006, Frequency  Electronics,  Inc., a Delaware corporation (the
"Company"),  notified its directors and executive  officers  that, in connection
with the transition of the administrative services with respect to the Company's
401(k)  Savings Plan (the  "Plan"),  a blackout  period with respect to the Plan
will be in effect  beginning at 4:00 p.m. EST on December 8, 2006.  The blackout
period will end at 5:00 p.m. EST on December 31, 2006. The Company  provided its
notice to the directors and  executive  officers in accordance  with Rule 104 of
Regulation BTR.

A copy of the  notice  is  attached  as  Exhibit  99.1 to this  Form  8-K and is
incorporated herein by reference.

During the  blackout  period and for a period of two years after the ending date
of the blackout period,  any stockholder or other interested  person may obtain,
without charge,  the actual beginning and ending dates of the blackout period by
contacting Alan Miller at (516) 794-4500.

A copy of the  notice  dated  November  20,  2006,  which  was  provided  to the
Company's  directors and executive officers in accordance with Section 306(a) of
the  Sarbanes-Oxley  Act of 2002 and Rule 104 of Regulation  BTR, is attached as
Exhibit 99.1 to this Current  Report on Form 8-K and is  incorporated  herein by
reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.         Description

99.1                Notice sent to directors and executive officers of Frequency
                    Electronics,  Inc. on November 20, 2006




                                   SIGNATURES

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

                                            FREQUENCY ELECTRONICS, INC.

Date:    November 20, 2006                  By:  /s/ Alan Miller
                                                ----------------
                                                     Alan Miller
                                                Chief Financial Officer
                                                and Treasurer





                                                                    Exhibit 99.1

           IMPORTANT NOTICE CONCERNING LIMITATIONS ON YOUR TRADING IN
     FREQUENCY ELECTRONICS, INC. DURING 401(K) SAVINGS PLAN BLACKOUT PERIOD

November 20, 2006

To:  Directors and Executive Officers of Frequency Electronics, Inc.
From:  Frequency Electronics, Inc.


From 4:00 p.m. EST on December 8 through  5:00 p.m.  EST December 31, 2006,  you
will  be  prohibited  from,  directly  or  indirectly,  purchasing,  selling  or
otherwise   acquiring  or   transferring   any  equity   security  of  Frequency
Electronics, Inc. (the "Company") (including options and other derivatives based
on Common Stock of the Company) if you acquired such security in connection with
your  service to or  employment  with the  Company.  As explained in more detail
below, this prohibition is imposed by Section 306 of the  Sarbanes-Oxley  Act of
2002  and the  rules  promulgated  thereunder  by the  Securities  and  Exchange
Commission   commonly   referred  to  as  Regulation   BTR   (Blackout   Trading
Restriction).

Section  306(a) of the  Sarbanes-Oxley  Act  prohibits  directors  and executive
officers of an issuer from trading in the issuer's equity  securities during any
period during which employees are unable to purchase,  sell or otherwise acquire
or transfer  issuer  equity  securities  held in 401(k) or similar  plans.  This
period is  commonly  referred to as a  "blackout  period." A blackout  period is
usually  imposed  for  administrative  reasons  such as changes  in plan  record
keepers, introduction of new investment alternatives or business combinations.

The Frequency Electronics, Inc. 401(k) Savings Plan (the "Plan") is changing its
administrator from MetLife to The Principal Financial Group. As a result of this
change,  from 4:00 p.m.  EST on December 8 through  5:00 p.m.  EST  December 31,
2006, participants will be unable to engage in certain Plan-related transactions
and activities. During this blackout period, Plan participants will be unable to
change current investment elections,  reallocate account balances,  obtain loans
or obtain  distributions from the Plan (including hardship  withdrawals).  Under
these circumstances,  because matching contributions under the Plan are invested
in  shares  of Common  Stock of the  Company,  pursuant  to  Section  306 of the
Sarbanes-Oxley Act of 2002, during this blackout period, directors and executive
officers are prohibited  from,  directly or indirectly,  purchasing,  selling or
otherwise   acquiring  or  transferring  any  equity  security  of  the  Company
(including  options and other  derivatives based on Common Stock of the Company)
acquired in connection with service to or employment with the Company.

Please note the following:

     o    "Equity  securities"  are defined broadly to include options and other
          derivatives.  Covered  transactions are not limited to those involving
          your direct ownership, but include any transaction in which you have a
          pecuniary  interest.  You  may  be  deemed  to  have  an  interest  in
          transactions  in equity  securities  of the  Company  effected by your
          family members.

     o    The prohibition covers securities acquired "in connection with service
          as a director or employment as an executive  officer."  This includes,
          among other things,  securities  acquired under a compensatory plan or
          contract  (such as under a stock option or a restricted  stock grant),
          as a direct or indirect  inducement to employment or joining the Board
          of Directors,  in transactions between the individual and the Company,
          and as director  qualifying shares.  Securities acquired outside of an
          individual's  service  as a director  or  executive  officer  (such as
          shares  acquired  when  the  person  was an  employee  but  not yet an
          executive officer) are not covered.  However, if you hold both covered
          shares  and  non-covered  shares,  any  shares  that you sell  will be
          presumed to come first from the covered shares unless you can identify
          the  source  of the  sold  shares  and  show  that  you use  the  same
          identification  for all related  purposes  (such as tax  reporting and
          disclosure requirements).

The following are examples of transactions that you may not engage in during the
blackout period:

     o    Exercising stock options or warrants granted to you in connection with
          your service as a director or executive officer;

     o    Selling  Common Stock of the Company  that you acquired by  exercising
          options or warrants; and

     o    Selling Common Stock of the Company that you originally  received as a
          restricted stock grant.

There are certain exemptions, including:

     o    Purchases or sales under  10b5-1(c)  trading  plans (so long as you do
          not make or modify your  election  during the blackout  period or at a
          time when you are  aware of the  actual  or  approximate  dates of the
          blackout);

     o    Bona fide gifts, bequests and transfers pursuant to domestic relations
          orders; and

     o    Acquisitions and dispositions of equity  securities in connection with
          a merger, acquisition, divestiture, or similar transactions.

If you engage in a transaction that violates these rules, you can be required to
disgorge your profits from the transaction, and you are subject to civil and
criminal penalties.

If you have any  questions  concerning  the blackout  period or  regarding  this
blackout  notice,  please contact Alan Miller or Robert Klomp at (516) 794-4500.
Alternatively,  you may  contact  Alan  Miller  or  Robert  Klomp by mail at the
following address: c/o Frequency  Electronics,  Inc., 55 Charles Lindbergh Blvd,
Mitchel Field, NY 11553.

THE RULES  SUMMARIZED  ABOVE ARE COMPLEX,  AND THE CRIMINAL AND CIVIL  PENALTIES
THAT COULD BE IMPOSED UPON  DIRECTORS  AND  EXECUTIVE  OFFICERS WHO VIOLATE THEM
COULD BE SEVERE.

WE  THEREFORE  REQUEST  THAT YOU CONTACT  ALAN MILLER AT (516)  794-4500  BEFORE
ENGAGING  IN ANY  TRANSACTION  INVOLVING  THE  COMMON  STOCK OF THE  COMPANY  OR
DERIVATIVES BASED ON THE COMMON STOCK OF THE COMPANY DURING THE BLACKOUT PERIOD,
OR IF YOU  BELIEVE  THAT ANY SUCH  TRANSACTION  IN  WHICH  YOU HAVE A  PECUNIARY
INTEREST MAY OCCUR DURING THE BLACKOUT PERIOD.