EXHIBIT 24.1


                                POWER OF ATTORNEY

     We,  the  undersigned,  members  of the  Board of  Directors  of  Frequency
Electronics,  Inc. (the  "Company"),  hereby  constitute  and appoint  Joseph P.
Franklin as our true and lawful  attorney-in-fact  and agent, with full power to
substitute Martin B. Bloch, on any specific occasion,  as  attorney-in-fact  and
agent for the undersigned. Joseph P. Franklin, as attorney-in-fact and agent may
act for the  undersigned,  for and in our stead, in any and all  capacities,  to
sign on our behalf any and all Registration  Statements on Form S-8 with respect
to common  stock issued or to be issued under the  Frequency  Electronics,  Inc.
401(k)  Savings  Plan,  and  to  execute  any  amendments   thereto   (including
post-effective  amendments) or  certificates  that may be required in connection
with  such  registration  statements,  and to file the same,  with all  exhibits
thereto,  and all other documents in connection  therewith,  with the Securities
and  Exchange  Commission,  with the full power and  authority to do and perform
each and every act and thing  necessary or  advisable  to be done in  connection
therewith,  as fully to all intents and  purposes  as the  undersigned  might or
could do in person. The undersigned hereby ratify and confirm all that Joseph P.
Franklin,  as attorney-in-fact and agent, or his substitute,  may lawfully do or
cause to be done by virtue hereof.


Dated: June ___, 2000
                                                     JOEL GIRSKY


                                                     /s/ John C. Ho
                                                     ___________________________
                                                     JOHN C. HO


                                                     /s/ Marvin Meirs
                                                     ___________________________
                                                     MARVIN MEIRS


                                                     /s/ E. Donald Shapiro
                                                     ___________________________
                                                     E. DONALD SHAPIRO


                                                     /s/ S. Robert Foley, Jr.
                                                     ___________________________
                                                     S. ROBERT FOLEY, JR.