As filed with the Securities and Exchange Commission on September 21, 2005

                                                          Registration No.333-

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933


                              AEROFLEX INCORPORATED
             (Exact name of registrant as specified in its charter)

           DELAWARE                                     11-1974412
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

 35 SOUTH SERVICE ROAD, PLAINVIEW,  NEW YORK                        11803
 (Address of principal executive offices)                         (Zip Code)

            AEROFLEX INCORPORATED - OPTIONS FOR NEWLY-HIRED EMPLOYEES
                            (Full Title of the Plan)

                            LEONARD BOROW, PRESIDENT
                              AEROFLEX INCORPORATED
                              35 SOUTH SERVICE ROAD
                            PLAINVIEW, NEW YORK 11803
                     (Name and address of agent for service)

                                 (516) 694-6700
          (Telephone number, including area code, of agent for service)

                                    copy to:
                             GARY T. MOOMJIAN, ESQ.
                   KRAMER, COLEMAN, WACTLAR & LIEBERMAN, P.C.
                             100 JERICHO QUADRANGLE
                             JERICHO, NEW YORK 11753
                                 (516) 822-4820

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
<S>                        <C>                 <C>                   <C>                        <C>
                                                Proposed Maximum       Proposed Maximum
  Title of Securities        Amount to be        Offering Price Per     Aggregate Offering          Amount of
   To be Registered            Registered                Share (1)             Price (1)        Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  Common Stock,
    par value $.10          310,000 shares (2)            $8.55              $2,650,500               $311.97
       per share
======================== ====================== ====================== ====================== ======================
<FN>
(1) Based upon the exercise price of the Options.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Options.
</FN>
</TABLE>



<PAGE>


                                EXPLANATORY NOTE
                                ----------------

         In  May,  2005,  Aeroflex  Incorporated  acquired,  through  one of its
subsidiaries,  the Test and Measurement  Division ("SPG") of UbiNetics  Holdings
Limited.   We  determined  that  it  was  advisable,   in  connection  with  the
acquisition,  to grant  options to certain  employees  of SPG in order to retain
people we believe  will  contribute  to our  success.  Consequently,  we granted
non-qualified  stock  options to  purchase  260,000  shares to a total of 17 SPG
employees. Additionally, an option to purchase 50,000 shares of common stock was
awarded to our  newly-hired  Vice  President of Worldwide  Sales - Aeroflex Test
Solutions.

         All of the stock options have an exercise  price of $8.55 per share,  a
ten year term and become  exercisable  over a period of four years from the date
of grant.

         Our reports and  registration  statements filed with the Securities and
Exchange Commission pursuant to the provisions of the Securities Exchange Act of
1934 are incorporated by reference  herein and these  documents,  as well as our
annual report to shareholders  and our latest  prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended,  are available upon written
or oral request  from our  Secretary  or  Treasurer,  at our offices at Aeroflex
Incorporated,  35 South Service Road, PO Box 6022, Plainview, New York 11803. We
do not intend to furnish any reports to participating employees as to the amount
and status of their options.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the documents listed in (a) and (b) below:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended June 30, 2005;

         (b)      The description of the Registrant's  Common Stock contained in
                  a  registration  statement  filed under  Section  12(b) of the
                  Securities Exchange Act of 1934 (File No. 0-02324),  including
                  any amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a  post-effective  amendment  to this  Registration  Statement,  which
indicates that all securities  offered have been sold or which  deregisters  all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement  contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superceded  for  purposes of the  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supercedes  such  statement.  Any such  statement  so  modified or
superceded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as modified or superceded.


                                       2
<PAGE>


Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Under the provisions of the Certificate of Incorporation and By-Laws of
the  Registrant,  each  person  who  is or  was a  director  or  officer  of the
Registrant shall be indemnified by the Registrant as of right to the full extent
permitted or authorized by the General Corporation Law of Delaware.

         Under such law,  to the extent that such  person is  successful  on the
merits of defense of a suit or proceeding  brought  against him by reason of the
fact that he is a director  or officer of  Registrant,  he shall be  indemnified
against expenses  (including  attorneys' fees) reasonably incurred in connection
with such action.

         If  unsuccessful  in defense of a third-party  civil suit or a criminal
suit is settled,  such a person shall be indemnified under such law against both
(1) expenses  (including  attorneys' fees) and (2) judgments,  fines and amounts
paid in  settlement  if he acted in good  faith  and in a manner  he  reasonably
believed to be in, or not opposed to, the best interests of Registrant, and with
respect to any criminal  action,  had no reasonable cause to believe his conduct
was unlawful.

         If  unsuccessful  in  defense  of a suit  brought by or in the right of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

         The  officers  and  directors  of the  Registrant  are also  covered by
officers' and directors' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1   Form of Option Agreement

         5     Opinion and consent of Kramer, Coleman, Wactlar & Lieberman, P.C.

         23.1  Consent of Kramer, Coleman, Wactlar & Lieberman, P.C.  (included
               in their opinion filed as Exhibit 5).


                                       3
<PAGE>


         23.2  Consent of KPMG LLP.

         24    Powers  of Attorney  to file future amendments  (set forth in the
               signature page of this Registration Statement).

 Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement.

               (iii) To include any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

                  provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
         not  apply  if  the   information   required   to  be   included  in  a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports  filed with or furnished to the  Commission  by the  Registrant
         pursuant to section 13 or 15(d) of the Securities  Exchange Act of 1934
         that are incorporated by reference in the Registration Statement.

         (2) That,  for the  purposes of  determining  any  liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to


                                       4
<PAGE>



         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at the time  shall be
         deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
         Securities  Act of 1933 may be  permitted  to  directors,  officers and
         controlling  persons  of  the  Registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such  indemnification
         is against  public  policy as expressed  in the Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liabilities  (other than the payment by the Registrant of expenses
         incurred or paid by a director,  officer or  controlling  person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is  asserted  by  such  director,  officer  or  controlling  person  in
         connection with the securities being  registered,  the Registrant will,
         unless in the  opinion of its  counsel  the matter has been  settled by
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy  as  expressed  in  the  Act  and  will  be  governed  by  final
         adjudication of such issue.




                                       5
<PAGE>




                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  city of  Plainview,  State  of New  York on the 21st day of
September, 2005.

                                         Aeroflex Incorporated

                                         By: /S/ LEONARD BOROW
                                            ------------------
                                            Leonard Borow, President


                                POWER OF ATTORNEY

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated.  Each person whose signature appears below constitutes and
appoints Leonard Borow and Michael Gorin, and each of them acting  individually,
with full  power of  substitution,  our true and  lawful  attorneys-in-fact  and
agents to do any and all acts and  things  in our name and on our  behalf in our
capacities  indicated  below which they or either of them may deem  necessary or
advisable to enable  Aeroflex  Incorporated to comply with the Securities Act of
1933, as amended, and any rules,  regulations and requirements of the Securities
and  Exchange  Commission,   in  connection  with  this  Registration  Statement
including  specifically,  but not limited to, power and authority to sign for us
or any of us in our names in the capacities stated below, any and all amendments
(including    post-effective    amendments)   thereto,    granting   onto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done in such  connection,  as
fully to all  intents  and  purposes  as we might or could do in person,  hereby
ratifying and  confirming  all that said  attorneys-in-fact  and agents,  or his
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

         SIGNATURE           TITLE                            DATE
         ----------          -----                            ----

/S/ HARVEY R. BLAU           Chief Executive Officer and      September 21, 2005
-------------------          Chairman of the Board
Harvey R. Blau               (Principal Executive Officer)

/S/ MICHAEL GORIN            Vice Chairman, Chief             September 21, 2005
------------------           Financial Officer and Director
Michael Gorin                (Principal Financial Officer and
                             Principal Accounting Officer)

/S/LEONARD BOROW             President, Secretary             September 21, 2005
-----------------            and Director
Leonard Borow

/S/ PAUL ABECASSIS           Director                         September 19, 2005
------------------
Paul Abecassis

/S/ JOHN F. BENEDIK          Director                         September 20, 2005
-------------------
John F. Benedik

/S/ MILTON BRENNER           Director                         September 20, 2005
-------------------
Milton Brenner


                                       6
<PAGE>

/S/ ERNEST E. COURCHENE, JR. Director                         September 21, 2005
----------------------------
Ernest E. Courchene, Jr.

/S/ MICHAEL A. NELSON        Director                         September 17, 2005
---------------------
Michael A. Nelson

/S/ EUGENE NOVIKOFF          Director                         September 21, 2005
--------------------
Eugene Novikoff

/S/ JOSEPH POMPEO            Director                         September 21, 2005
------------------
Joseph Pompeo

/S/ BARTON D. STRONG         Director                         September 19, 2005
---------------------
Barton D. Strong




                                      7
<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                              AEROFLEX INCORPORATED



                         Form S-8 Registration Statement




                             E X H I B I T   I N D E X



         Exhibit
         Number            Exhibit Description

         4.1               Form of Option Agreement

         5                 Opinion and Consent of Counsel

         23.1              Consent of Counsel (included in Exhibit 5)

         23.2              Consent of KPMG LLP

         24                Power of Attorney (included in signature page of this
                           Registration Statement)



                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "aero_s8-050921.txt", "secsgml_size_bytes": 19497}]
{"company-data": {"conformed-name": "AEROFLEX INC", "cik": "0000002601", "assigned-sic": "3674", "irs-number": "111974412", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128483", "film-number": "051096224"}, "business-address": {"street1": "35 S SERVICE RD", "city": "PLAINVIEW", "state": "NY", "zip": "11803", "phone": "5166946700"}, "mail-address": {"street1": "35 S SERVICE ROAD", "city": "PLAINVIEW", "state": "NY", "zip": "11803"}, "former-company": [{"former-conformed-name": "ARX INC", "date-changed": "19920703"}, {"former-conformed-name": "AEROFLEX LABORATORIES INC", "date-changed": "19851119"}]}
As filed with the Securities and Exchange Commission on September 21, 2005

                                                          Registration No.333-

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                              AEROFLEX INCORPORATED
             (Exact name of registrant as specified in its charter)

           DELAWARE                                     11-1974412
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

 35 SOUTH SERVICE ROAD, PLAINVIEW,  NEW YORK                        11803
 (Address of principal executive offices)                         (Zip Code)

            AEROFLEX INCORPORATED - OPTIONS FOR NEWLY-HIRED EMPLOYEES
                            (Full Title of the Plan)

                            LEONARD BOROW, PRESIDENT
                              AEROFLEX INCORPORATED
                              35 SOUTH SERVICE ROAD
                            PLAINVIEW, NEW YORK 11803
                     (Name and address of agent for service)

                                 (516) 694-6700
          (Telephone number, including area code, of agent for service)

                                    copy to:
                             GARY T. MOOMJIAN, ESQ.
                   KRAMER, COLEMAN, WACTLAR & LIEBERMAN, P.C.
                             100 JERICHO QUADRANGLE
                             JERICHO, NEW YORK 11753
                                 (516) 822-4820
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Proposed Maximum       Proposed Maximum
  Title of Securities        Amount to be        Offering Price Per     Aggregate Offering          Amount of
   To be Registered            Registered                Share (1)             Price (1)        Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  Common Stock,
    par value $.10          310,000 shares (2)            $8.55              $2,650,500               $311.97
       per share
======================== ====================== ====================== ====================== ======================
(1) Based upon the exercise price of the Options.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Options.
EXPLANATORY NOTE
                                ----------------

         In  May,  2005,  Aeroflex  Incorporated  acquired,  through  one of its
subsidiaries,  the Test and Measurement  Division ("SPG") of UbiNetics  Holdings
Limited.   We  determined  that  it  was  advisable,   in  connection  with  the
acquisition,  to grant  options to certain  employees  of SPG in order to retain
people we believe  will  contribute  to our  success.  Consequently,  we granted
non-qualified  stock  options to  purchase  260,000  shares to a total of 17 SPG
employees. Additionally, an option to purchase 50,000 shares of common stock was
awarded to our  newly-hired  Vice  President of Worldwide  Sales - Aeroflex Test
Solutions.

         All of the stock options have an exercise  price of $8.55 per share,  a
ten year term and become  exercisable  over a period of four years from the date
of grant.

         Our reports and  registration  statements filed with the Securities and
Exchange Commission pursuant to the provisions of the Securities Exchange Act of
1934 are incorporated by reference  herein and these  documents,  as well as our
annual report to shareholders  and our latest  prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended,  are available upon written
or oral request  from our  Secretary  or  Treasurer,  at our offices at Aeroflex
Incorporated,  35 South Service Road, PO Box 6022, Plainview, New York 11803. We
do not intend to furnish any reports to participating employees as to the amount
and status of their options.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the documents listed in (a) and (b) below:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended June 30, 2005;

         (b)      The description of the Registrant's  Common Stock contained in
                  a  registration  statement  filed under  Section  12(b) of the
                  Securities Exchange Act of 1934 (File No. 0-02324),  including
                  any amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a  post-effective  amendment  to this  Registration  Statement,  which
indicates that all securities  offered have been sold or which  deregisters  all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement  contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superceded  for  purposes of the  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supercedes  such  statement.  Any such  statement  so  modified or
superceded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as modified or superceded.

                                       2
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Under the provisions of the Certificate of Incorporation and By-Laws of
the  Registrant,  each  person  who  is or  was a  director  or  officer  of the
Registrant shall be indemnified by the Registrant as of right to the full extent
permitted or authorized by the General Corporation Law of Delaware.

         Under such law,  to the extent that such  person is  successful  on the
merits of defense of a suit or proceeding  brought  against him by reason of the
fact that he is a director  or officer of  Registrant,  he shall be  indemnified
against expenses  (including  attorneys' fees) reasonably incurred in connection
with such action.

         If  unsuccessful  in defense of a third-party  civil suit or a criminal
suit is settled,  such a person shall be indemnified under such law against both
(1) expenses  (including  attorneys' fees) and (2) judgments,  fines and amounts
paid in  settlement  if he acted in good  faith  and in a manner  he  reasonably
believed to be in, or not opposed to, the best interests of Registrant, and with
respect to any criminal  action,  had no reasonable cause to believe his conduct
was unlawful.

         If  unsuccessful  in  defense  of a suit  brought by or in the right of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

         The  officers  and  directors  of the  Registrant  are also  covered by
officers' and directors' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1   Form of Option Agreement

         5     Opinion and consent of Kramer, Coleman, Wactlar & Lieberman, P.C.

         23.1  Consent of Kramer, Coleman, Wactlar & Lieberman, P.C.  (included
               in their opinion filed as Exhibit 5).

                                       3
23.2  Consent of KPMG LLP.

         24    Powers  of Attorney  to file future amendments  (set forth in the
               signature page of this Registration Statement).

 Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement.

               (iii) To include any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

                  provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
         not  apply  if  the   information   required   to  be   included  in  a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports  filed with or furnished to the  Commission  by the  Registrant
         pursuant to section 13 or 15(d) of the Securities  Exchange Act of 1934
         that are incorporated by reference in the Registration Statement.

         (2) That,  for the  purposes of  determining  any  liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to

                                       4
Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at the time  shall be
         deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
         Securities  Act of 1933 may be  permitted  to  directors,  officers and
         controlling  persons  of  the  Registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such  indemnification
         is against  public  policy as expressed  in the Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liabilities  (other than the payment by the Registrant of expenses
         incurred or paid by a director,  officer or  controlling  person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is  asserted  by  such  director,  officer  or  controlling  person  in
         connection with the securities being  registered,  the Registrant will,
         unless in the  opinion of its  counsel  the matter has been  settled by
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy  as  expressed  in  the  Act  and  will  be  governed  by  final
         adjudication of such issue.

                                       5
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  city of  Plainview,  State  of New  York on the 21st day of
September, 2005.

                                         Aeroflex Incorporated

                                         By: /S/ LEONARD BOROW
                                            ------------------
                                            Leonard Borow, President

                                POWER OF ATTORNEY

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated.  Each person whose signature appears below constitutes and
appoints Leonard Borow and Michael Gorin, and each of them acting  individually,
with full  power of  substitution,  our true and  lawful  attorneys-in-fact  and
agents to do any and all acts and  things  in our name and on our  behalf in our
capacities  indicated  below which they or either of them may deem  necessary or
advisable to enable  Aeroflex  Incorporated to comply with the Securities Act of
1933, as amended, and any rules,  regulations and requirements of the Securities
and  Exchange  Commission,   in  connection  with  this  Registration  Statement
including  specifically,  but not limited to, power and authority to sign for us
or any of us in our names in the capacities stated below, any and all amendments
(including    post-effective    amendments)   thereto,    granting   onto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done in such  connection,  as
fully to all  intents  and  purposes  as we might or could do in person,  hereby
ratifying and  confirming  all that said  attorneys-in-fact  and agents,  or his
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

         SIGNATURE           TITLE                            DATE
         ----------          -----                            ----

/S/ HARVEY R. BLAU           Chief Executive Officer and      September 21, 2005
-------------------          Chairman of the Board
Harvey R. Blau               (Principal Executive Officer)

/S/ MICHAEL GORIN            Vice Chairman, Chief             September 21, 2005
------------------           Financial Officer and Director
Michael Gorin                (Principal Financial Officer and
                             Principal Accounting Officer)

/S/LEONARD BOROW             President, Secretary             September 21, 2005
-----------------            and Director
Leonard Borow

/S/ PAUL ABECASSIS           Director                         September 19, 2005
------------------
Paul Abecassis

/S/ JOHN F. BENEDIK          Director                         September 20, 2005
-------------------
John F. Benedik

/S/ MILTON BRENNER           Director                         September 20, 2005
-------------------
Milton Brenner

                                       6
/S/ ERNEST E. COURCHENE, JR. Director                         September 21, 2005
----------------------------
Ernest E. Courchene, Jr.

/S/ MICHAEL A. NELSON        Director                         September 17, 2005
---------------------
Michael A. Nelson

/S/ EUGENE NOVIKOFF          Director                         September 21, 2005
--------------------
Eugene Novikoff

/S/ JOSEPH POMPEO            Director                         September 21, 2005
------------------
Joseph Pompeo

/S/ BARTON D. STRONG         Director                         September 19, 2005
---------------------
Barton D. Strong

                                      7
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              AEROFLEX INCORPORATED

                         Form S-8 Registration Statement

                             E X H I B I T   I N D E X

         Exhibit
         Number            Exhibit Description

         4.1               Form of Option Agreement

         5                 Opinion and Consent of Counsel

         23.1              Consent of Counsel (included in Exhibit 5)

         23.2              Consent of KPMG LLP

         24                Power of Attorney (included in signature page of this
                           Registration Statement)

                                       8