FREQUENCY ELECTRONICS INC — Director's Dealing 2003

Oct 2, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FREQUENCY ELECTRONICS INC (FEI)
CIK: 0000039020
Period of Report: 2003-07-07

Reporting Person: HECHLER MARKUS (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-07	Common Stock, par value $1 per share	M	7500	$3.33	Acquired	39000	Direct
2003-07-07	Common Stock, par value $1 per share	J	7500	$3.33	Disposed	31500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-07	Incentive Stock Option	$3.33	X	7500	Disposed	2003-09-15	Common Stock (7500)	Direct

Footnotes

F1: On or about July 7, 2003, the Reporting Person acquired 7,500 shares of the Common Stock of the Company as a result of the conversion of an Incentive Stock Option. On the same day the Reporting Person disposed of 7,500 shares of Common Stock of the Company as stipulated by a divorce decree.

F2: As of July 31, 2003 (after giving effect to the transactions reported on this Form 4), the Reporting Person held 31,500 shares directly and Incentive Stock Options to purchase 70,500 shares of Common Stock