FREQUENCY ELECTRONICS, INC.
                         55 Charles Lindbergh Boulevard
                          Mitchel Field, New York 11553

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                October 16, 2003

To the Stockholders:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Frequency
Electronics,  Inc.  will be held  at the  offices  of the  Company,  55  Charles
Lindbergh  Boulevard,  Mitchel Field, New York, on the 16th day of October 2003,
at 10:00 A.M., Eastern Daylight Savings Time, for the following purposes:

     1. To elect eight (8)  directors to serve until the next Annual  Meeting of
Stockholders and until their  respective  successors shall have been elected and
shall have qualified;

     2.   To   consider   and   act   upon   ratifying   the    appointment   of
PricewaterhouseCoopers   LLP  as  independent   auditors  for  the  fiscal  year
commencing May 1, 2003.

     3. To transact such other  business as may properly come before the meeting
or any adjournment or adjournments thereof.

     Only  stockholders of record as of the close of business on August 25, 2003
are entitled to notice of, and to vote at, the meeting.

                                           By order of the Board of Directors

                                                   /s/HARRY NEWMAN
                                                   ---------------
                                                     HARRY NEWMAN
                                                     Secretary


Mitchel Field, New York
August 28, 2003

     If you do not expect to be present at the meeting, please fill in, date and
sign the  enclosed  Proxy  and  return  it  promptly  in the  enclosed,  stamped
envelope.




                           FREQUENCY ELECTRONICS, INC.
                         55 Charles Lindbergh Boulevard
                          Mitchel Field, New York 11553

                                 PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS

                                OCTOBER 16, 2003

     The  accompanying  Proxy is  solicited  by and on  behalf  of the  board of
directors of Frequency  Electronics,  Inc., a Delaware corporation  (hereinafter
called the "Company"),  for use only at the Annual Meeting of Stockholders to be
held at the office of the  Company,  55  Charles  Lindbergh  Boulevard,  Mitchel
Field,  New York 11553, on the 16th day of October 2003, at 10:00 A.M.,  Eastern
Daylight Savings Time, or any adjournment or adjournments  thereof.  The Company
will mail this  Proxy  Statement  and the form of Proxy on or about  August  28,
2003. Only stockholders of record as of the close of business on August 25, 2003
are entitled to notice of, and to vote at, the meeting.

     The Board may use the  services of the  Company's  directors,  officers and
other regular  employees to solicit  proxies  personally or by telephone and may
request  brokers,  fiduciaries,  custodians and nominees to send proxies,  proxy
statements and other  material to their  principals and reimburse them for their
out-of-pocket  expenses in so doing. The cost of solicitation of proxies,  which
it is estimated will not exceed $7,500, will be borne by the Company. Each proxy
executed and returned by a Stockholder  may be revoked at any time thereafter by
filing a later dated proxy or by appearing  at the meeting and voting  except as
to any matter or matters upon which, prior to such revocation, a vote shall have
been cast pursuant to the authority conferred by such proxy.  Dissenters are not
entitled by law to appraisal rights.

VOTING SECURITIES

     On August 25, 2003, the Company had outstanding  8,356,349 shares of common
stock,  $1.00 par value ("Common Stock")  (excluding  807,591 treasury  shares),
each of which entitled the holder to one vote. No shares of preferred stock were
outstanding as of such date. A quorum of  Stockholders,  present in person or by
proxy, is constituted by a majority of the outstanding shares.

     A  stockholder  who abstains  from voting on any or all  proposals  will be
included in the number of stockholders present at the meeting for the purpose of
determining the presence of a quorum.  Broker non-votes also will be counted for
the purpose of determining the presence of a quorum.

     Brokers who do not receive a  stockholder's  instructions  are  entitled to
vote on the  election  of  directors  and the  ratification  of the  independent
auditors.  Broker  non-votes and stockholder  abstentions will have no effect on
the outcome of the election of directors.  With respect to the  ratification  of
the  independent  auditors,  a stockholder  abstention or a broker non-vote will
have the same  effect  as if such  stockholder  or  broker  voted  against  this
proposal.

     It is  expected  that the  following  business  will be  considered  at the
meeting and action taken thereon.

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

     At the annual meeting  Stockholders will be asked to elect a Board of eight
(8) directors  ("Director(s)")  to hold office until the next annual  meeting of
Stockholders  and until their  respective  successors are elected and qualified.
Cumulative voting is not permitted. The accompanying form of Proxy will be voted
for the  re-election of all eight of the present  members of the Board,  each of
whose  principal  occupations  are  set  forth  in the  following  table,  if no
direction to the contrary is given. In the event that any such nominee is unable
or declines to serve,  the Proxy may be voted for the election of another person
in his place.  The Board knows of no reason to anticipate  that this will occur.
The nominees are as follows:



Nominees for Election as Directors

                                                                      Year First
                                                                       Elected
Name                       Principal Occupation           Age          Director


Joseph P. Franklin         Chairman of the Board           69            1990
(Major General,            of Directors
U.S. Army - Ret.)

Martin B. Bloch            President, Chief                67            1961
                           Executive Officer
                           and a Director

Michel Gillard             President, Gillam-FEI           62            2000
                           and a Director

Joel Girsky                President, Jaco                 64            1986
                           Electronics, Inc. and a
                           Director

John C. Ho (1)             Director                        70            1968


E. Donald Shapiro          Dean Emeritus,                  71            1998
                           New York School
                           of Law and a Director

Marvin Meirs (2)           Director                        65            1998

S. Robert Foley, Jr.       Chairman, Blue Ribbon           75            1999
(Admiral, U.S.             Oversight Committee,
Navy - Ret.)               Los Alamos National Lab
                           and a Director


     All directors hold office for a one-year  period or until their  successors
are elected and qualified.

     (1)  John Ho retired  from his  position as Vice  President of Research and
          Development  effective  May  1,  1997.  He  has  been  retained  as  a
          consultant to the Company.

     (2)  Marvin  Meirs   retired  from  his  position  as  Vice   President  of
          Engineering  effective  May  1,  1999.  He  has  been  retained  as  a
          consultant and part-time employee.

       Directors' Fees

     Directors  who are not  officers,  retired  officers or  affiliates  of the
Company receive an honorarium of $10,000 and $2,500 for attendance at each Board
of  Directors'  meeting  or  meeting  of a  committee  of which he is a  member.
Officers, including retired officers, do not receive additional compensation for
attendance at Board of Directors' meetings or committee meetings.



BUSINESS EXPERIENCE OF DIRECTORS

     MARTIN B.  BLOCH,  age 67, has been a Director  of the  Company  and of its
predecessor since 1961. He has served  continuously  since 1961 as the Company's
President  and,  except for  December  1993  through  April  1999,  as its Chief
Executive Officer.  Previously,  he served as chief electronics  engineer of the
Electronics Division of Bulova Watch Company.

     JOSEPH P.  FRANKLIN,  age 69, has served as a Director of the Company since
March 1990. In December 1993, he was elected  Chairman of the Board of Directors
and Chief Executive Officer of the Company.  He relinquished the CEO position in
April  1999.  From  August 1987 to  November  1993,  he was the chief  executive
officer of Franklin  S.A.,  a Spanish  business  consulting  company  located in
Madrid,  Spain,  specializing in joint  ventures,  and was a director of several
prominent Spanish companies.  General Franklin was a Major General in the United
States Army until he retired in July 1987.

     MICHEL GILLARD,  age 62, became an officer and director of the Company when
Gillam-FEI was acquired by the Company in September 2000. Gillam-FEI,  a company
engaged in the  design,  manufacture  and  marketing  of  wireline  and  network
synchronization  systems,  was founded by Mr.  Gillard in 1974.  Mr. Gillard has
served as president of Gillam-FEI since its inception.

     JOEL GIRSKY,  age 64, has served as a Director of the Company since October
1986. He is the president and a director of Jaco Electronics,  Inc., which is in
the business of distributing  electronics  components,  and has served in such a
capacity for over thirty  years.  Mr.  Girsky is the  Chairman of the  Company's
Compensation Committee.

     JOHN C. HO, age 70, was  employed by the Company and its  predecessor  from
1961 until his retirement on May 1, 1997. Mr. Ho served as a Vice President from
1963 to 1997 and as a Director since 1968. Prior to joining the Company,  Mr. Ho
held various  engineering  positions with International  Telephone and Telegraph
Company and Bulova  Watch  Company.  Mr. Ho  continues to serve the Company as a
consultant.

     E.  DONALD  SHAPIRO,  age 71,  has been The  Joseph  Solomon  Distinguished
Professor of Law,  New York School of Law,  since 1983 and Dean  Emeritus  since
2000  and was  previously  Dean/Professor  of Law  from  1973 to  1983.  He is a
director of Loral Space & Communications,  Ltd.,  Vasomedical,  Inc. and Kramont
Realty Trust.  Mr. Shapiro became a member of the board of directors in 1998 and
serves as Chairman of the Company's Audit Committee.

     MARVIN  MEIRS,  age 65,  joined  the  Company  in  1966  in an  engineering
capacity.  He served as Vice President for  Engineering of the Company from 1978
through his date of  retirement,  May 1, 1999.  Mr. Meirs became a member of the
board of  directors  in 1998.  Mr.  Meirs  continues  to serve the  Company as a
consultant and part-time employee.

     S. ROBERT FOLEY,  Jr., age 75, is the Chairman of the Blue Ribbon Oversight
Committee  at Los Alamos  National  Laboratory.  He served as Vice  President of
Raytheon International,  Inc. and President of Raytheon Japan from 1995 to 1998.
Admiral  Foley  served in the United  States  Navy for 35 years,  including  the
position of  Commander-In-Chief  of the Pacific  Fleet.  Admiral Foley is also a
director of URS Corp. Admiral Foley became a member of the board of directors in
1999.


Vote Required

     Assuming the presence of a quorum at the Annual  Meeting,  the  affirmative
vote of a  plurality  of the votes  cast by  holders  of shares of common  stock
represented  at the meeting and entitled to vote is required for the election of
directors.

     THE BOARD OF DIRECTORS  DEEMS PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.




                                 PROPOSAL NO. 2

                       APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of Directors,  upon  recommendation  of the Audit Committee,  has
appointed the firm of PricewaterhouseCoopers LLP, independent accountants, to be
the Company's  external auditors for the fiscal year commencing May 1, 2003, and
recommends to stockholders that they vote for ratification of that appointment.

     It is anticipated that a representative of PricewaterhouseCoopers  LLP will
be present at the meeting.  Such representative will be given the opportunity to
make a statement and will be available to respond to appropriate questions.

       Audit and Non-Audit Fees

     The  following  table  presents the fees for  professional  audit  services
rendered by  PricewaterhouseCoopers  LLP for the audit of the  Company's  annual
financial  statements  for the year ended  April 30,  2003,  and fees billed for
other services rendered by PricewaterhouseCoopers LLP

       Audit fees, including audit-related services      $286,360

       Financial information systems
         design and implementation                             $0

       All other fees(2):
          Tax Advisory Services(1)                        $92,845


     (1) Tax Advisory  Services include  preparation of annual corporate federal
and state tax  returns,  including  amended  returns  for  prior  years,  advice
regarding  European and Asian  operations and implementing  certain  tax-favored
agreements  between  the  parent  company  and its  subsidiaries.

     (2) The Audit Committee considered whether the provision of these non-audit
services   was    compatible    with    maintaining    the    independence    of
PricewaterhouseCoopers  LLP as the Company's independent auditors. The Committee
has concluded the independent
auditors are independent from the Company and its management.

Vote Required

     The  affirmative  vote  of  a  majority  of  the  shares  of  common  stock
represented at the meeting and entitled to vote is required for the ratification
of PricewaterhouseCoopers LLP as the Company's independent auditors for the 2004
fiscal year.

     THE BOARD OF DIRECTORS  DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.

                                 PROPOSAL NO. 3
                                 OTHER BUSINESS

     As of the date of this Proxy  Statement,  the only business which the Board
intends to present  and knows  that  others  will  present  at the  meeting  are
hereinabove  set forth.  If any other  matter or matters  are  properly  brought
before the  meeting or any  adjournments  thereof,  it is the  intention  of the
persons  named in the  accompanying  form of  Proxy  to vote  the  Proxy on such
matters in accordance with their judgment.



                            PROPOSALS OF STOCKHOLDERS

     In accordance  with the rules  promulgated by the SEC, any  stockholder who
wishes  to  submit  a  proposal  for  inclusion  in  the  proxy  material  to be
distributed  by the  Company  in  connection  with the 2004  Annual  Meeting  of
Stockholders  must submit  such  proposal to the Company no later than April 29,
2004.

STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

     The  following  table  sets  forth  as  of  August  25,  2003,  information
concerning  the beneficial  ownership of the Company's  Common Stock by (i) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
Company's  Common Stock,  (ii) each of the Company's  directors and nominees for
director,  (iii) the Company's  chief  executive  officer and the Company's four
most highly  compensated other executive  officers who were serving as executive
officers at the end of the last  completed  fiscal year,  and (iv) all directors
and officers of the Company as a group:

Name and Address                      Amount and Nature of
of Beneficial Holder                  Beneficial Ownership     Percent of Class
--------------------                  --------------------     ----------------
DePrince Race & Zollo, Inc. (1)
201 S. Orange Ave
Orlando, FL  32801                         1,191,400               14.3%

Inverness Counsel, Inc. (2)
545 Madison Ave.
New York, NY  10022                          807,991                9.7

Dimensional Fund Advisors (3)
1299 Ocean Ave
Santa Monica, CA  90401                      456,700                5.5

Frequency Electronics, Inc.,
Employee Stock Ownership Plan (4)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                      621,238                7.4

Martin B. Bloch (5)(6)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                      949,628               11.4

Joseph P. Franklin (6)(7)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                      129,803                1.6

Michel Gillard (6)
Mont Saint-Martin 58
B-4000 Liege, Belgium                        207,744                2.5

Joel Girsky (8)
c/o Jaco Electronics, Inc.
145 Oser Avenue
Hauppauge, NY 11788                           55,000                *

John C. Ho
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                       38,924                *

E. Donald Shapiro (8)
10040 E. Happy Valley Road
Scottsdale, AZ  85255                         30,000                *

Marvin Meirs (6)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                       35,750                *

S. Robert Foley (8)
58 Katelyn Hills Dr.
Falmouth, MA  02540                           30,000                *



Name and Address                      Amount and Nature of
of Beneficial Holder                  Beneficial Ownership     Percent of Class
--------------------                  --------------------     ----------------
Markus Hechler (6)(9)
55 Charles Lindbergh Blvd.
Mitchel Field, NY 11553                      106,919                1.3

Oleandro Mancini (6)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                       12,390                *

Thomas McClelland (6)
55 Charles Lindbergh Blvd
Mitchel Field, NY 11553                       35,031                *

All executive officers
and directors as a group (15
persons) (6)(9)                            1,804,908               21.6%


*designates less than one (1%) percent.
________________________________
Notes:

(1)  As reported in a Form 13F for the quarter  ended March 31,  2003,  filed by
     DePrince Race & Zollo, Inc. on May 5, 2003. DePrince Race & Zollo, Inc., an
     investment  advisor  registered under the Investment  Advisors Act of 1940,
     provides   investment   advisory  services  on  a  discretionary  basis  to
     institutional  clients,  most of whom are pension and profit  sharing plans
     and trusts.

(2)  As  reported  in a Form 13F for the  quarter  ended June 30,  2003 filed by
     Inverness  Counsel,  Inc.  ("Inverness"),  which is an  investment  advisor
     registered  under the  Investment  Advisors  Act of 1940.  According to the
     Schedule 13D filing dated December 30, 1997, Inverness originally purchased
     854,100  shares of stock for and on behalf of clients of Inverness,  in the
     ordinary  course of business for investment from the personal funds of such
     clients.  Inverness  has  the  sole  power  to  dispose  or to  direct  the
     disposition of such shares.  Inverness does not possess, nor does it share,
     the  power to vote or to  direct  the vote of any of such  shares.  Various
     officers and  directors of Inverness  own 35,950  shares,  and such persons
     individually  have  the  exclusive  right  to  dispose,  or to  direct  the
     disposition  of, or to vote,  or to direct the vote of, the shares owned by
     them.

(3)  As  reported in a Schedule  13G dated  March 31, 2003 filed by  Dimensional
     Fund  Advisors  Inc.  ("Dimensional"),   which  is  an  investment  advisor
     registered under the Investment Advisors Act of 1940. Dimensional furnishes
     investment  advice  to  four  investment  companies  registered  under  the
     Investment  Advisors  Act of 1940,  and  serves as  investment  manager  to
     certain other commingled group trusts and separate accounts. In its role as
     investment  advisor  or  manager,   Dimensional   possesses  voting  and/or
     investment  power over the 456,700 shares that are owned by such investment
     companies,  commingled  group  trusts and  separate  accounts.  Dimensional
     disclaims beneficial ownership of such securities.

(4)  Includes  500,143  shares of stock  held by the  F.E.I.  ESOP Trust for the
     Company's  Employee  Stock  Ownership  Plan,  all of which shares have been
     allocated to the individual accounts of employees of the Company (including
     the Named  Officers as defined on page 13);  also includes  121,095  shares
     held by the Trust under the Stock Bonus Plan (converted by amendment to the
     Employee Stock Ownership Plan as of January 1, 1990).

(5)  Includes 228,000 shares issuable on the full exercise of options granted to
     Mr.  Bloch on August  31,  1998,  July 7, 1999 and March 1, 2001  under the
     Senior ESOP,  as that term is  hereinafter  defined.  All of these  options
     were, by their terms,  exercisable  one year after  issuance at an exercise
     price of $7.125, $7.625 and $13.49, respectively (see the discussion of the
     Senior ESOP included in the Compensation Committee Report, below).


(6)  Includes the number of shares which,  as at August 25, 2003, were deemed to
     be  beneficially  owned  by the  persons  named  below,  by  way  of  their
     respective rights to acquire beneficial  ownership of such shares within 60
     days through, (i) the exercise of options;  (ii) the automatic  termination
     of a trust,  discretionary  account,  or similar  arrangement;  or (iii) by
     reason of such  person's  having  sole or shared  voting  powers  over such
     shares.  The  following  table sets forth for each  person  named below the
     total number of shares which may be so deemed to be  beneficially  owned by
     him and the nature of such beneficial ownership.

                       Stock Bonus                  Profit Sharing
     Name              Plan Shares   ESOP Shares    Plan & Trust    ISOP or NQSO
                                                       401(k)          Shares
                           (a)           (b)            (c)
----------------------------------- ------------- ---------------- -----------
Martin B. Bloch           22,317        4,198          1,105              -0-
------------------------------------------------------------------------------
Joseph P. Franklin            -0-       4,025            773              -0-
------------------------------------------------------------------------------
Marvin Meirs               1,481        5,081            188           8,375
------------------------------------------------------------------------------
Markus Hechler             2,707        5,962          1,001          58,250
------------------------------------------------------------------------------
Michel Gillard                -0-          -0-            -0-         18,750
------------------------------------------------------------------------------
Oleandro Mancini              -0-          -0-           640          11,750
------------------------------------------------------------------------------
Thomas McClelland            258        5,947            657          14,000
------------------------------------------------------------------------------
All Directors and
Officers as a Group       27,540       45,351          7,695         298,250
(15 persons)

     (a)  Includes all shares  allocated  under the  Company's  Stock Bonus Plan
          ("Bonus  Plan")  to the  respective  accounts  of the  named  persons,
          ownership  of which  shares is fully  vested in each such  person.  No
          Bonus Plan shares are  distributable  to the respective  vested owners
          thereof until after their  termination of employment with the Company.
          As of January 1, 1990 the Bonus Plan was amended to an "Employee Stock
          Ownership  Plan" (see the discussion of the Employee  Stock  Ownership
          Plan contained in the Compensation  Committee Report,  below; see also
          footnote (b) to the table).

     (b)  Includes  all shares  allocated  under the  Company's  Employee  Stock
          Ownership  Plan  ("ESOP")  to the  respective  accounts  of the  named
          persons,  ownership  of which  shares  was  fully  vested in each such
          person  as  at  April  30,  2003.   ESOP  shares  are   generally  not
          distributable  to the  respective  vested  owners  thereof until after
          their  termination of employment with the Company.  However,  upon the
          attainment  of age 55 and  completion  of 10 years of service with the
          Company,  a participant  may elect to transfer all or a portion of his
          vested  shares,  or the cash value thereof,  to a Directed  Investment
          Account.  Upon the allocation of shares to an employee's ESOP account,
          such  employee  has the  right  to  direct  the ESOP  trustees  in the
          exercise of the voting  rights of such shares (see the  discussion  of
          the ESOP included below in the Compensation Committee Report).

     (c)  Includes all shares  allocated under the Company's profit sharing plan
          and trust under section 401(k) of the Internal Revenue Code. This plan
          permits eligible employees,  including officers, to defer a portion of
          their income through  voluntary  contributions  to the plan. Under the
          provisions  of the  plan,  the  Company  made  discretionary  matching
          contributions  of the Company's  common stock. All participants in the
          plan become fully vested in the Company  contribution after 6 years of
          employment.  All of the Named Officers in the table above,  except Mr.
          Gillard,  who is ineligible to participate in the 401(k) plan, and Mr.
          Mancini,  are  fully  vested  in  the  shares  attributable  to  their
          accounts.

(7)  Includes  67,548 shares issuable on the full exercise of options granted to
     General  Franklin on December 6, 1993,  August 31,  1998,  July 7, 1999 and
     October  30,  2001  under the  Senior  ESOP,  as that  term is  hereinafter
     defined.  All of these options were, by their terms,  exercisable  one year
     after issuance at an exercise price of $4.375,  $7.125,  $7.625 and $11.10,
     respectively  (see  the  discussion  of the  Senior  ESOP  included  in the
     Compensation Committee Report, below).



(8)  Includes  shares  issuable on the on the exercise of options granted to the
     non-officer  directors  of the Company  under the  Independent  Contractors
     Stock Option Plan.

       Name            Exercisable         Grant            Exercise
                          Share            Date               Price
  ------------------ -------------- ------------------ -----------------
  Joel Girsky            30,000        June 29, 1998         $12.81
  ------------------ -------------- ------------------ -----------------
  E. Donald Shapiro      30,000        June 29, 1998         $12.81
  ------------------ -------------- ------------------ -----------------
  S. Robert Foley        30,000       March 12, 1999          $7.34
  ------------------ -------------- ------------------ -----------------

(9)  Includes shares granted to the officers of the Company  pursuant to a stock
     purchase agreement in connection with the Restricted Stock Plan:

                     Name                      Restricted
                                                   Stock
               ------------------------------ -----------------
               Markus Hechler                       7,500
               ------------------------------ -----------------
               All Officers as a Group             22,500
                (10 persons)

     There are no  beneficial  owners known to the Company who have the right to
acquire further beneficial ownership, except as indicated above.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

     Section  16(a)  of the  Exchange  Act  requires  the  Company's  directors,
executive officers and 10% stockholders to file reports of ownership and reports
of  changes  in  ownership  of the  Company's  common  stock  and  other  equity
securities with the SEC. Directors,  executive officers and 10% stockholders are
required  to furnish the  Company  with  copies of all Section  16(a) forms they
file.  Based on a review of the  copies of such  reports  furnished  to it,  the
Company believes that during the fiscal year ended April 30, 2003, the Company's
directors,  executive  officers and 10%  stockholders  complied with all Section
16(a) filing requirements applicable to them, except that, through inadvertence,
Michel Gillard did not file on a timely basis a Form 4 upon receiving additional
shares from the Company during the fiscal year ended April 30, 2003. This report
has subsequently been filed with the SEC.

Certain Relationships and Related Transactions
----------------------------------------------

     Joel Girsky,  one of the Company's  directors and Chairman of the Company's
Compensation  Committee, is President, a director and owner of approximately 15%
of the outstanding stock of Jaco  Electronics,  Inc. During the year ended April
30,  2003,  the  Company  purchased  component  parts  from  Jaco  or one of its
subsidiaries in the aggregate amount of $1.9 million.

Certain Information as to Committees and Meetings of the Board of Directors
---------------------------------------------------------------------------

     During the past fiscal year,  four meetings of the Board were held,  one of
which was conducted by  teleconference.  Each  incumbent  Director  attended all
meetings of the Board.

     In December 1983, the Board  appointed an Audit  Committee  which presently
consists of three Directors,  Messrs.  Girsky, Foley and Shapiro.  Messrs. Foley
and  Shapiro  are  independent  as  defined  in  Section  121(A) of the  listing
standards of the American Stock Exchange,  upon which the Company's Common Stock
is listed and trades.  Mr. Girsky is not  independent as defined by such listing
standards,   because  of  Mr.  Girsky's  position  as  President  and  owner  of
approximately  15% of  the  outstanding  stock  of  Jaco  Electronics,  Inc.  As
discussed above, the Company  purchased  component parts from Jaco or one of its
subsidiaries in the aggregate  amount of $1.9 million.  The Board has determined
that Mr. Girsky's  membership on the Audit Committee is in the best interests of
the Company  because of Mr.  Girsky's  long service on the Board,  his extensive
knowledge  of  the  electronic   components  business  and  his  other  business
experience and financial skills.



     The  function  of the  Audit  Committee  is to  insure  the  integrity  and
credibility  of the  Company's  financial  information  system and the published
reports  flowing out of that  system.  The Audit  Committee  held four  meetings
during the last fiscal year. The Audit Committee's  report appears on page 12 of
this proxy statement.

     The Compensation  Committee  presently consists of four Directors,  Messrs.
Girsky,  Shapiro, Foley and Franklin. The committee determines cash remuneration
arrangements  for the highest paid  executives and oversees the Company's  stock
option,  bonus  and  other  incentive  compensation  plans.  The  report  of the
Compensation  Committee appears on pages 10 and 11 of this proxy statement.  The
Compensation Committee held one meeting during fiscal year 2003.

                             EXECUTIVE COMPENSATION

             Compensation Committee Report on Executive Compensation

Overall Policy
--------------
     The members of the Compensation  Committee include Messrs.  Joel Girsky, E.
Donald Shapiro,  S. Robert Foley and Joseph P. Franklin.  The Committee  reviews
and, with any changes it believes appropriate,  approves the Company's executive
compensation.

     The  general  goals of the  Compensation  Committee  are to:  (i)  attract,
motivate, and retain effective and highly qualified executives;  (ii) strengthen
the common  interests of management and  shareholders  through  executive  stock
ownership;  (iii) promote the Company's long and short-term  strategic goals and
human resource strategies;  (iv) recognize and award individual contributions to
the Company's  performance and (v) reflect compensation  practices of comparable
companies.

     To achieve the foregoing goals, the Compensation Committee has structured a
comprehensive compensation program aimed at: (i) compensating executive officers
on an annual  basis  with a cash  salary  at a level  sufficient  to retain  and
motivate  them and to  recognize  and award  individual  merit;  (ii)  linking a
portion of executive  compensation  to long-term  appreciation  of the Company's
stock price by encouraging  executive  ownership of the Company's  stock through
awards of shares  of the  Company's  stock and  grants of  options  to  purchase
Company stock; and (iii) providing  incentives to achieve corporate  performance
goals by  rewarding  contributions  to the  Company's  performance  through cash
bonuses keyed to operating profit levels. These policies are implemented through
a reward  system which  includes base salary and long and  short-term  incentive
compensation opportunities consisting of the following:

Base Salaries
-------------
     The Committee  annually  reviews the base salaries of the CEO and all other
executive officers of the Company. The Compensation  Committee believes that the
Company's executive officers,  including those shown in the Summary Compensation
Table on page 13 (the "Named  Officers")  have been largely  responsible for the
Company's  past  successes  and for  achieving the  production  and  engineering
improvements  that have  maintained  the Company's  position at the forefront of
technical  innovation.  A base salary for each  executive is  determined  on the
basis of such factors as: levels of  responsibility;  experience  and expertise;
evaluations of individual performance;  contributions to the overall performance
of the Company;  time and  experience  with the Company;  internal  compensation
equity;  external pay  practices  for  comparable  companies;  and existing base
salary relative to position value.

Short-Term Incentives
---------------------
     The Company maintains two short-term incentive bonus plans, the Income Pool
Incentive  Compensation  Plan  ("IPICP")  and the  Presidential  Incentive  Plan
("PIP").  They are designed to create incentives for superior performance and to
allow the Company's executive officers to share in the success of the Company by
rewarding the  contributions of individual  officers.  The availability of funds
for  distribution  under these plans is dependent  upon the  performance  of the
Company as a whole.  Focused on  short-term  or annual  business  results,  they
enable the Company to award designated executives with annual cash bonuses based
on their  contributions  to the  profits of their  particular  divisions  of the
Company.



Long-Term Incentives
--------------------
     As part of its  comprehensive  compensation  program,  the Company stresses
long-term  incentives  through  awards of shares of its common  stock  under the
Employee  Stock  Ownership  Plan and  through  the grant of options to  purchase
common stock through various Employee Stock Option Plans.  Grants and awards are
aimed at attracting new personnel,  recognizing and rewarding  current executive
officers for special individual  accomplishments,  and retaining high-performing
officers and key employees by linking  financial  benefit to the  performance of
the Company (as reflected in the market price of the Company's common stock) and
to  continued  employment  with the  Company.  The  number of shares  granted to
executive  officers under the Company's ESOP is determined on a pro-rata  basis.
Grants of stock options are generally determined on an  individual-by-individual
basis.  The  factors  considered  are the  individual's  performance  rating and
potential for contributing to the Company's  future growth,  the number of stock
options  previously  granted to the individual  and the Company's  financial and
operational performance.

Supplemental Separation Benefits
--------------------------------
     The Company has an  agreement  with certain  executive  officers to provide
supplemental separation benefits.  Under the agreement, in the event of a change
in  control  or  ownership  of part or all of the  Company  which  gives rise to
discharge  of any  officer  without  cause and such  officer is not  offered the
opportunity to be hired by the new or successor  management or company within 30
days at no less than the base salary earned before discharge,  then such officer
will  receive  supplemental  severance  pay equal to one month's base salary for
each year of service at the Company up to a maximum of 15 months.

Chief Executive Officer
-----------------------
     Pursuant to his  employment  agreement  Mr.  Bloch's base annual  salary is
$400,000,  plus a fixed annual bonus of 6% of the pre-tax  profit of the Company
with a cap on the pre-tax profit at $20,000,000,  as well as separation benefits
in the event of a change in control or  ownership of part or all of the Company,
continuation of disability,  medical and life  insurance,  the cost of an annual
physical  examination and a new automobile  every three years. In addition,  Mr.
Bloch was awarded  stock  options to purchase  180,000  shares of the  Company's
common stock at the fair market value on March 1, 2001, ($13.49) for a period of
ten (10) years.

     In determining the  compensation  package for Mr. Bloch,  the  Compensation
Committee  took into account the  compensation  packages for senior  officers at
companies of comparable size and complexity, both public and private, as well as
its assessment of Mr. Bloch's  individual  performance,  and his contribution to
the Company's past growth and  accomplishments as well as contributions which it
is  anticipated  will be made by Mr. Bloch in the future.  In this  regard,  the
Committee   recognized  Mr.  Bloch's   untiring   efforts  in  developing   new,
non-military technology  applications,  markets and marketing programs which the
Committee  believes  will  continue to help position the Company to compete more
effectively in commercial as well as military markets.  The Committee noted that
in  prior  years,  under  Mr.  Bloch's  leadership,  the  Company  redirected  a
significant  portion  of its  resources  to the design  and  development  of new
products  for the  commercial  communications  marketplace.  The Company and the
Committee believe that the investment in new products will result in significant
growth of revenues and profits in future periods.



        Joel Girsky, Chairman, Compensation Committee
        S. Robert Foley
        E. Donald Shapiro
        Joseph P. Franklin

        Members of the Compensation Committee





                         Report of the Audit Committee

     The  members of the Audit  Committee  have been  appointed  by the Board of
Directors. The Audit Committee is comprised of three non-employee directors. The
Audit  Committee is governed by a charter that has been  approved and adopted by
the Board of  Directors  and which is reviewed  and  reassessed  annually by the
Audit Committee.

     The  following  Audit  Committee  Report  does  not  constitute  soliciting
material and shall not be deemed  filed or  incorporated  by reference  into any
other  Company  filing  under the  Securities  Act of 1933,  as amended,  or the
Securities  Exchange Act of 1934,  as amended,  except to the extent the Company
specifically incorporates this Audit Committee Report by reference therein.

     The Audit Committee oversees the Company's  financial  reporting process on
behalf of the Board of Directors.  Management has the primary responsibility for
the  financial  statements  and the reporting  process  including the systems of
internals  controls.  In fulfilling  its oversight  responsibilities,  the Audit
Committee  reviewed the audited  financial  statements for the fiscal year ended
April 30, 2003, with management  including a discussion of the quality, not just
the  acceptability,   of  the  accounting  principles,   the  reasonableness  of
significant  judgments,   and  the  clarity  of  disclosures  in  the  financial
statements.

     The  Audit  Committee  reviewed  with  the  independent  auditors,  who are
responsible  for  expressing  an  opinion  on the  conformity  of those  audited
financial  statements  with  generally  accepted  accounting  principles,  their
judgments  as to the  quality,  not just  the  acceptability,  of the  Company's
accounting  principles  and such other  matters as are  required to be discussed
with the  Audit  Committee  under  generally  accepted  auditing  standards.  In
addition,  management and the independent auditors have represented to the Audit
Committee  that the  financial  statements  were  prepared  in  accordance  with
generally accepted accounting principles.

     The Audit  Committee has received from and discussed  with the  independent
auditors their written  disclosure and letter regarding their  independence from
the Company as required by  Independence  Standards  Board  Standard  No. 1. The
Audit  Committee has also  discussed with the  independent  auditors any matters
required to be discussed by Statement on Auditing Standards No. 61.

     The Audit Committee discussed with the Company's  independent  auditors the
overall  scope  and  plans for their  audit.  The Audit  Committee  met with the
independent  auditors,  with and  without  management  present,  to discuss  the
results  of  their  examination,  their  evaluation  of the  Company's  internal
controls,  and the overall  quality of the Company's  financial  reporting.  The
Audit Committee held four meetings during fiscal 2003.

     In reliance on the reviews  and  discussions  referred to above,  the Audit
Committee  recommended  to the Board of Directors  (and the Board has  approved)
that the audited  financial  statements be included in the Annual Report on Form
10-K for the fiscal year ended April 30, 2003 for filing with the Securities and
Exchange  Commission.  The Audit Committee and the Board have also  recommended,
subject to  shareholder  approval,  the selection of the  Company's  independent
auditors.


        E. Donald Shapiro, Chairman of Audit Committee
        Joel Girsky
        S. Robert Foley

        Members of the Audit Committee






                           SUMMARY COMPENSATION TABLE

     The following table sets forth certain information  regarding  compensation
paid or accrued  during each of the  Company's  last three  fiscal  years to the
Company's  Chief  Executive  Officer and each of the  Company's  four other most
highly compensated executive officers (collectively, the "Named Officers") based
on salary and bonus earned during fiscal 2003.




                                  Annual Compensation                  Long-Term
                                                                  Compensation Awards
                            ---------------------------------- ------------------------
                                                      (4)          $Value of
                                                     Other        Restricted
Name and Principal                                   Annual          Stock
Position               Year   Salary     Bonus    Compensation     Awards(5)   Options
---------------------- ---- ---------- ---------- ------------ ------------- ----------
                                                             
Martin B. Bloch (1)    2003  $415,385         -0-   $24,742          $2,923         -0-
                       ---- ---------- ---------- ------------ ------------- ----------
President, Chief       2002   415,385         -0-    35,972           5,648         -0-
                       ---- ---------- ---------- ------------ ------------- ----------
Executive Officer      2001   522,933   $350,000     27,209           7,948    180,000(6)

---------------------------------------------------------------------------------------
Markus Hechler,        2003   183,462         -0-    22,416           2,947      8,000(7)
                       ---- ---------- ---------- ------------ ------------- ----------
Executive Vice         2002   183,462         -0-    21,419           4,490     15,000(7)
                       ---- ---------- ---------- ------------ ------------- ----------
President              2001   162,884     75,000     21,966           7,392     10,000(7)

---------------------------------------------------------------------------------------
Michel Gillard (2)     2003   177,481         -0-    26,492              -0-        -0-
                       ---- ---------- ---------- ------------ ------------- ----------
President, Gillam-FEI  2002   175,410         -0-    23,418              -0-        -0-
                       ---- ---------- ---------- ------------ ------------- ----------
                       2001    94,671     20,000      6,639              -0-    25,000(7)

---------------------------------------------------------------------------------------
Oleandro Mancini (3)   2003   126,000         -0-    24,679           3,163      7,000(7)
                       ---- ---------- ---------- ------------ ------------- ----------
Vice-President,        2002   122,308         -0-    20,208           4,125     10,000(7)
                       ---- ---------- ---------- ------------ ------------- ----------
Business Development   2001    87,692     25,000     10,111              -0-    10,000(7)

---------------------------------------------------------------------------------------
Thomas McClelland      2003   125,881         -0-    24,221           3,062      7,000(7)
                       ---- ---------- ---------- ------------ ------------- ----------
Vice President,        2002   132,029         -0-    21,515           4,274      5,000(7)
                       ---- ---------- ---------- ------------ ------------- ----------
Commercial Products    2001   112,125     36,000      7,985           7,413      5,000(7)



Notes:

(1)  In prior fiscal  years,  Mr. Bloch  voluntarily  reduced his $325,000  base
     salary to  $263,250.  In fiscal  2001,  Mr.  Bloch  received  a payment  of
     $130,625 in restored  salary for fiscal  years 1998 and 1999 as a result of
     the Company's return to profitability.

(2)  Mr.  Gillard  became an officer and director of the Company in October 2000
     after Gillam-FEI was acquired. His compensation and benefits are shown only
     from the date of acquisition.

(3)  Mr. Mancini joined the Company during the second quarter of fiscal 2001.

(4)  The amounts shown in this column constitute (i) automobile allowance;  (ii)
     insurance  premiums to provide term life insurance  benefits  (available to
     all  employees);  (iii) the cost of  medical  insurance  (available  to all
     employees);  and (iv) the  costs of  medical  reimbursements  available  to
     officers.

(5)  Represents the dollar value, as at the date of  contribution,  of shares of
     common stock of the Company  distributed under the Company's Profit Sharing
     Plan  and  Trust  under  section  401(k)  of  the  Internal   Revenue  Code
     ("401(k)").  In fiscal years 2003, 2002 and 2001, the Company made matching
     contributions  of Company common stock to the accounts of Named Officers in
     amounts which varied from 327 to 354 shares in fiscal 2003, from 285 to 393
     shares in fiscal 2002 and from 76 to 386 shares in fiscal 2001. The average
     market  value of the  awarded  shares  at time of  allocation  was $8.95 in
     fiscal  2003,  $14.38 in fiscal  2002 and  $20.55 in fiscal  2001.  Company
     matching  contributions  to the 401(k) plan are made in  proportion  to the
     cash contributions of individual employees to the plan. Mr. Gillard, who is
     not a resident of the United  States,  does not  participate  in the 401(k)
     plan.



(6)  Represents shares awarded under the Senior Executive Stock Option Plan. The
     exercise  prices of the awarded options are at the fair market value of the
     Company's  common  stock  on the  date of  grant.  The  options  are  fully
     exercisable one year after date of grant.

(7)  Represents  shares  awarded  under the  Employee  Stock Option  Plans.  The
     exercise  prices of the awarded options are at the fair market value of the
     Company's  common stock on the date of grant.  (See Option Grants in Fiscal
     2003 below.) The options are exercisable in increments of 25% annually (and
     cumulatively) beginning one year after date of grant.



Stock Options
-------------
     Options  Granted:  The following table sets forth certain  information with
respect to options to acquire  common stock that were granted  during the fiscal
year ended April 30, 2003,  to each of the Named  Officers  under the  Company's
stock option plans.

                          OPTION GRANTS IN FISCAL 2003



                                Individual Grants
-------------------------------------------------------------------
                      No. of     % of Total                            Potential Realizable Value
                    Securities    Options      Exercise                at Assumed Annual Rates of
                    Underlying   Granted to    or Base                 Stock Price Appreciation for
                     Options    Employees in    Price    Expiration            Option Term
         Name        Granted    Fiscal Year    ($/Sh)       Date       ----------------------------
                                                                           5% ($)        10% ($)
                                                                      
Martin B. Bloch         -0-          -            -          -             -               -
Markus Hechler       8,000         6.75%       $6.615     7/26/12       $33,281         $84,341
Michel Gillard          -0-          -            -          -             -               -
Thomas McClelland    7,000         5.9%        $6.615     7/26/12        29,121          73,798
Oleandro Mancini     7,000         5.9%        $6.615     7/26/12        29,121          73,798


Option Exercises and Year-end Values:
-------------------------------------
     The following table sets forth certain  information with respect to options
exercised during fiscal 2003 by each Named Officer and option values as of April
30, 2003.
                 AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2003
                       AND FISCAL YEAR-END OPTION VALUES




                                             No. of Securities
                                                 Underlying            Value of
                                                Unexercised        Unexercised In-the-
                    Shares                    Options at Fiscal    Money Options at
                   Acquired                      year-end          Fiscal Year-end ($)
                      on        Value         Exercisable (E)/     Exercisable (E)/
  Name             Exercise   Realized ($)    Unexercisable (U)    Unexercisable (U)
  ----             --------   ------------    -----------------    -----------------
                                                          
Martin B. Bloch      -0-      $  -0-            138,000 (E)           $127,800 (E)
                                                 90,000 (U)                 $0 (U)

Markus Hechler       -0-         -0-             61,250 (E)           $187,053 (E)
                                                 24,250 (U)            $27,880 (U)

Michel Gillard       -0-         -0-             12,500 (E)                 $0 (E)
                                                 12,500 (U)                 $0 (U)

Thomas McClelland    -0-         -0-             16,500 (E)            $31,676 (E)
                                                 14,500 (U)            $28,195 (U)

Oleandro Mancini     -0-         -0-              7,500 (E)                 $0 (E)
                                                 19,500 (U)                 $0 (U)




Securities Authorized for Issuance under Equity Compensation Plans:
-------------------------------------------------------------------
     The following  table sets forth as of April 30, 2003,  the number of shares
of Company stock to be issued upon exercise of  outstanding  stock option grants
and the number of shares available for future issuance under such plans.




      Plan Category          Number of securities   Weighted-average      Number of securities remaining
                             to be issued upon      exercise price of     available for future issuance
                             exercise of            outstanding options,  under equity compensation plans
                             outstanding options,   warrants and rights   (excluding securities reflected
                             warrants and rights                          in column (a))
                                    (a)                    (b)                        (c)

---------------------------- ---------------------- --------------------- -------------------------------
                                                                           
Equity compensation plans
approved by security             343,750                  $7.76                     297,750
holders
---------------------------- ---------------------- --------------------- -------------------------------
Equity compensation plans
not approved by security         824,162                 $12.52                     298,000
holders (see Note)
---------------------------- ---------------------- --------------------- -------------------------------
Total                          1,167,912                 $11.12                     595,750
---------------------------- ---------------------- --------------------- -------------------------------


Note:  Equity compensation plans not approved by security holders consist of:
i-   Independent  Contractor  Stock  Option  Plan- Under the terms of this plan,
     adopted in fiscal  year 1998,  options to acquire  shares of the  Company's
     common  stock may be granted to  individuals  who  provide  services to the
     Company  but who are not  employees.  The option  price,  number of shares,
     timing  and  duration  of  option  grants  is  at  the  discretion  of  the
     Independent Contractor Stock Option Committee. In recent grants, the option
     price was  equal to the then  fair  market  value of the  Company's  common
     stock, a portion of each grant was immediately  exercisable and the options
     expire in ten years from date of grant.
ii-  1993 Non-Statutory Stock Option Plan- Under the terms of this plan, adopted
     in fiscal year 1993,  stock options may be granted to  employees,  officers
     and  directors  of the Company at a price at least equal to the fair market
     of the Company's common stock on the date of grant.  Options  generally are
     exercisable  over a four-year period beginning one year after date of grant
     and expire ten years after the grant date.
iii- President's Employment Contract- Under the terms of an employment contract,
     adopted  in  fiscal  year  2001,  the  Company's  President,  CEO and Chief
     Scientist was granted an option to acquire  180,000 shares of the Company's
     common  stock at the then  fair  market  value of  $13.49.  The  option  is
     exercisable 25% per year and expires in ten years from date of grant.

Long-term Incentive Plans
-------------------------
     The Company  does not  maintain any  compensation  plans for its  executive
officers  or  directors  or  for  any  of  its  other  employees  which  provide
compensation  intended to serve as  incentive  for  performance  to occur over a
period  longer  than one fiscal year other than the  restricted  stock and stock
option plans discussed in the Compensation Committee Report, above. Awards under
these plans are shown in the Summary Compensation Table, above.

Pension Benefits
----------------
     The Company has no defined benefit or actuarial retirement plans in effect.
It has entered into certain Executive Incentive  Compensation ("EIC") agreements
with key  employees  (including  some  officers)  providing  for the  payment of
benefits upon  retirement or death or upon the termination of employment not for
cause. The Company pays compensation benefits out of its working capital but has
also purchased whole life insurance (of which it is the sole beneficiary) on the
lives of certain of the  participants to cover the optional lump sum obligations
of the plan upon the death of the  participant.  The annual premiums paid during
fiscal  2003  were  less  than  the  increase  in cash  surrender  value of such
insurance policies. The annual benefit provided under the program in fiscal 2003
upon  retirement  at age 65 or death is as follows:  Martin B. Bloch-  $170,000,



Markus  Hechler-  $60,000,  Oleandro  Mancini-  $25,000  and Thomas  McClelland-
$40,000. The benefit described above is payable for ten years or the life of the
participant,   whichever  is  longer.   Two  years  after  retirement  or  early
retirement,  the  participants  can elect to receive the benefit,  less benefits
received  during the two-year  period,  in a lump sum under certain  conditions.
Upon  voluntary  termination  of  employment  or  discharge  not for cause,  the
participant would be entitled to a lump sum payment,  the amount of which varies
based on the year in which termination  occurs and the nature of the termination
as set forth in the individual's EIC agreement. In conjunction with the program,
the  participants  are  required  to make  certain  covenants  with the  Company
relating to, among other  things,  nondisclosure  of  confidential  information,
noncompetition  with  the  Company  and the  providing  of  consulting  services
subsequent to retirement.

Performance Graph
-----------------
     The following graph compares the cumulative total shareholder return on the
common stock of the Company with the  cumulative  total return of the  companies
listed in the  Standards & Poors'  Small Cap 600 Stock Index (the "S&P 600 Small
Cap Index") and an industry peer group index (the "Peer Group Index"). The graph
assumes that $100 was invested on May 1, 1998 in each of the common stock of the
Company,  the stock of the companies  comprising the S&P 600 Small Cap Index and
the stocks of the  companies  comprising  the Peer Group  Index,  including  the
reinvestment of dividends  through April 30, 2003. The Peer Group Index consists
of Aeroflex Inc., Anaren Inc., Ball Corp., Comtech Telecommunications Corp., EDO
Corp.,  Merrimac  Industries,  Inc., Odetics,  Inc.,  Scientific Atlanta,  Inc.,
Skyworks Solutions, Inc., Symmetricom Inc. and Trimble Navigation, Ltd.

                     Cumulative Total Shareholder Return for
                      Five-year Period Ended April 30, 2003

     Performance  Graph is Graphical  Material and is NOT  electronically  filed
with this submission. A paper copy of the graph is filed with Form SE.

                          Performance Graph Data Table:


                        1998      1999      2000      2001      2002      2003
--------------------------------------------------------------------------------
Frequency Electronics  $100.00    $49.43   $108.70   $101.08    $85.13    $69.07
--------------------------------------------------------------------------------
S&P 600 Small Cap      $100.00    $85.71   $103.27   $111.63   $130.09   $102.84
--------------------------------------------------------------------------------
Peer Group             $100.00   $131.43   $350.96   $301.30   $185.17   $163.29
--------------------------------------------------------------------------------




Employment Contracts and Change-In-Arrangements
-----------------------------------------------
     None  of the  Named  Officers  are  employed  by the  Company  pursuant  to
employment  agreements  other than Mr. Bloch as  described  in the  Compensation
Committee  Report  above.  As described  in the  Compensation  Committee  Report
beginning on page 10, the Company has provided supplemental  separation benefits
for certain  executive  officers,  including Mr. Bloch and Mr.  Hechler,  in the
event of a change in control or ownership  of part or all of the  Company.  Such
benefits will be provided only if an officer is discharged  without cause and is
not offered the  opportunity  to be hired by the new or successor  management or
company within 30 days at no less than the base salary earned before  discharge.
The Company does not have any other material  compensatory plans or arrangements
with  its  employees  with  respect  to any  resignation,  retirement  or  other
termination of such persons employed with the Company  resulting from, or in any
way connected with, a change-in-control of the Company.

                                 ANNUAL REPORT

     A copy of the Company's  combined Annual Report and Form 10-K/A,  including
the financial  statements and the financial statement schedule thereto,  for the
fiscal year ended April 30, 2003 is being  mailed to  Stockholders  concurrently
with the  mailing  of this Proxy  Statement.  For a charge of $50,  the  Company
agrees to provide a copy of the exhibits to the Form 10-K/A to any  Stockholders
who request such a copy.


                                             By Order of the Board of Directors,


                                                  /s/HARRY NEWMAN
                                                  ---------------
                                                     HARRY NEWMAN
                                                     Secretary

Dated:  August 28, 2003



                                                                      Appendix A
                                       A-1


     Performance  Graph is Graphical  Material and is NOT  electronically  filed
with this submission. A paper copy of the graph is filed with Form SE.