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.
