X0202 4 2006-07-31 0 0000039020 FREQUENCY ELECTRONICS INC FEIM 0001265921 MARTIRE LEONARD C/O FREQUENCY ELECTRONICS INC 55 CHARLES LINDBERGH BLVD MITCHEL FIELD NY 11553 0 1 0 0 Vice President Stock Appreciation Right 11.95 2006-07-31 4 A 0 10000 11.95 A 2007-07-31 2016-07-30 Common Stock 10000 10000 D Stock Appreciation Rights 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 the Stock Appreciation Right grant. Stock Appreciation Rights are granted at the market value of the Company's Common Stock on the date of grant. Upon exercise of a Stock Appreciation Right, the grantee will be awarded shares of Common Stock, the value of which is equal to the increase in value of the Common Stock between the grant date and the date of exercise. (Stock Settled SARS) Alan Miller by power of attorney 2006-08-02