FREQUENCY ELECTRONICS INC — Director's Dealing 2003

Oct 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FREQUENCY ELECTRONICS INC (FEI)
CIK: 0000039020
Period of Report: 2003-08-01

Reporting Person: STONE CHARLES S (Vice President, Development)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-01	Incentive Stock option	$9.575	A	4000	Acquired	2013-07-31	Common Stock (4000)	Direct

Footnotes

F1: On or about August 1, 2003, Frequency Electronics (the "Company") issued to the Reporting Person an option to purchase 8,000 shares of Common Stock at an exercise price of $9.575. This option becomes exercisable on August 1, 2004 and expires on July 31, 2013. The Reporting Person inadvertently failed to timely file this Statement of Changes in Beneficial Ownership on Form 4.

F2: Option grants are exercisable on a cumulative basis as to one-quarter of the total number of shares covered by the grant on each of the first, second, third and fourth anniversary dates of the date of option grant.

F3: Options are granted at the market value of the Company's Common Stock on the date of grant.