SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                               -------------


                                  FORM 8-K


                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                               -------------


       Date of report (Date of earliest event reported): May 20, 2002


                           AEROFLEX INCORPORATED
             (Exact Name of Registrant as Specified in Charter)


          Delaware                   000-02324                11-1974412

(State of Other Jurisdiction         (Commission            (IRS Employer
     of Incorporation)               File Number)         Identification No.)


     35 South Service Road, Plainview, New York                     11803
     (Address of Principal Executive Offices)                     (Zip Code)


                               (516) 694-6700
            (Registrant's telephone number, including area code)


                                    N/A
       (Former name or former address, if changed since last report)




Item 2.  Acquisition or Disposition of Assets.

         Testco Acquisition Corp., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of Aeroflex Incorporated, a Delaware
corporation ("Aeroflex"), has accepted for purchase all of the shares of
common stock (including the associated rights to purchase common stock, the
"Shares") of IFR Systems, Inc., a Delaware corporation ("IFR") which were
properly tendered and not withdrawn in the Purchaser's tender offer for all
of the outstanding Shares (the "Tender Offer") at a purchase price of $1.35
per Share net to the seller in cash (the "Offer Price").

         The initial period of the Tender Offer expired at 12:00 noon, New
York City time, on Monday, May 20, 2002. Approximately 6,940,836 Shares
validly tendered and not withdrawn as of the expiration of the Tender Offer
(including 284,813 Shares tendered by notice of guaranteed delivery) were
accepted for purchase, which represents approximately 83.8% of the issued
and outstanding Shares and 75.1% of the Shares on a fully diluted basis.

         In accordance with the terms of the Merger Agreement, dated as of
April 13, 2002, among Aeroflex, IFR and the Purchaser (the "Merger
Agreement"), Aeroflex has determined to provide a subsequent offering
period (the "Subsequent Offering Period") during which holders of Shares
may tender their Shares and receive the Offer Price. The Subsequent
Offering Period began at 12:01 p.m. New York City time on Monday, May 20,
2002 and expires at 11:59 p.m. New York City time on Monday, June 3, 2002.
During the Subsequent Offering Period, Shares will be accepted and promptly
paid for as they are tendered. Shares that are tendered during the
Subsequent Offering Period may not be withdrawn. Aeroflex and the Purchaser
reserve the right to extend the Subsequent Offering Period in accordance
with applicable law.

         Pursuant to the terms of the Merger Agreement, any remaining
publicly held Shares after the Subsequent Offering Period will be acquired
for $1.35 per Share in a subsequent second-step merger of the Purchaser and
IFR (the "Merger") upon satisfaction or waiver of the conditions to the
Merger under the Merger Agreement, including the approval of the Merger
Agreement by holders of Shares if required by applicable law. As a result
of the purchase of Shares by the Purchaser in the Tender Offer, the
Purchaser has sufficient voting power to approve the Merger without the
vote of any other holder of Shares. In addition, if the Purchaser acquires
90% or more of the outstanding Shares pursuant to the Tender Offer
(including during the Subsequent Offering Period), pursuant to the option
to purchase Shares granted by IFR to the Purchaser under the Merger
Agreement, or otherwise, then the Merger would be completed without a vote
of holders of Shares, in accordance with applicable law.

         Simultaneously with the acceptance for purchase of Shares in the
Tender Offer and in accordance with the Merger Agreement, Aeroflex loaned
to IFR $48.8 million and IFR paid to the lenders under IFR's credit
agreement approximately $49 million in full satisfaction of the
approximately $84 million owed to the lenders under the credit agreement.

         The total amount of funds required by the Purchaser to purchase
Shares pursuant to the Tender Offer and the Merger and for Aeroflex to make
the loan to IFR for IFR to discharge its obligations to the lender's under
IFR's credit agreement is approximately $60 million. The Purchaser will
obtain the funds necessary for the purchase of Shares in the Tender Offer
and the Merger from Aeroflex. IFR obtained substantially all of the funds
necessary to make the required payments to its lenders from a loan from
Aeroflex. Aeroflex has sufficient cash on hand and marketable securities to
provide the required funds.

         A copy of the press release issued by Aeroflex announcing the
completion of the tender offer is attached hereto as Exhibit 99.1.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Financial Statements of Business Acquired.

         The financial statements of IFR required by this item will be
filed by amendment to this Current Report on Form 8-K as soon as
practicable, but no later than 60 days after the date hereof.

(b)      Pro Forma Financial Information.

         The pro forma financial information as required by this item will
be filed by amendment to the Current Report on Form 8-K as soon as
practicable, but no later than 60 days after the date hereof.

(c)      Exhibits.

         99.1     Press Release, dated May 20, 2002.



                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                    AEROFLEX INCORPORATED


                                    By: /s/ Michael Gorin
                                        ---------------------------------
                                    Name:   Michael Gorin
                                    Title:  President, Chief Financial Officer
                                            and Principal Accounting Officer

Dated:   May 21, 2002



                               EXHIBIT INDEX

  Exhibit No.     Description

  99.1            Press Release, dated May 20, 2002.
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{"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": "8-K", "act": "34", "file-number": "001-08037", "film-number": "02658715"}, "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"}]}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                               -------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                               -------------

       Date of report (Date of earliest event reported): May 20, 2002

                           AEROFLEX INCORPORATED
             (Exact Name of Registrant as Specified in Charter)

          Delaware                   000-02324                11-1974412

(State of Other Jurisdiction         (Commission            (IRS Employer
     of Incorporation)               File Number)         Identification No.)

     35 South Service Road, Plainview, New York                     11803
     (Address of Principal Executive Offices)                     (Zip Code)

                               (516) 694-6700
            (Registrant's telephone number, including area code)

                                    N/A
       (Former name or former address, if changed since last report)

Item 2.  Acquisition or Disposition of Assets.

         Testco Acquisition Corp., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of Aeroflex Incorporated, a Delaware
corporation ("Aeroflex"), has accepted for purchase all of the shares of
common stock (including the associated rights to purchase common stock, the
"Shares") of IFR Systems, Inc., a Delaware corporation ("IFR") which were
properly tendered and not withdrawn in the Purchaser's tender offer for all
of the outstanding Shares (the "Tender Offer") at a purchase price of $1.35
per Share net to the seller in cash (the "Offer Price").

         The initial period of the Tender Offer expired at 12:00 noon, New
York City time, on Monday, May 20, 2002. Approximately 6,940,836 Shares
validly tendered and not withdrawn as of the expiration of the Tender Offer
(including 284,813 Shares tendered by notice of guaranteed delivery) were
accepted for purchase, which represents approximately 83.8% of the issued
and outstanding Shares and 75.1% of the Shares on a fully diluted basis.

         In accordance with the terms of the Merger Agreement, dated as of
April 13, 2002, among Aeroflex, IFR and the Purchaser (the "Merger
Agreement"), Aeroflex has determined to provide a subsequent offering
period (the "Subsequent Offering Period") during which holders of Shares
may tender their Shares and receive the Offer Price. The Subsequent
Offering Period began at 12:01 p.m. New York City time on Monday, May 20,
2002 and expires at 11:59 p.m. New York City time on Monday, June 3, 2002.
During the Subsequent Offering Period, Shares will be accepted and promptly
paid for as they are tendered. Shares that are tendered during the
Subsequent Offering Period may not be withdrawn. Aeroflex and the Purchaser
reserve the right to extend the Subsequent Offering Period in accordance
with applicable law.

         Pursuant to the terms of the Merger Agreement, any remaining
publicly held Shares after the Subsequent Offering Period will be acquired
for $1.35 per Share in a subsequent second-step merger of the Purchaser and
IFR (the "Merger") upon satisfaction or waiver of the conditions to the
Merger under the Merger Agreement, including the approval of the Merger
Agreement by holders of Shares if required by applicable law. As a result
of the purchase of Shares by the Purchaser in the Tender Offer, the
Purchaser has sufficient voting power to approve the Merger without the
vote of any other holder of Shares. In addition, if the Purchaser acquires
90% or more of the outstanding Shares pursuant to the Tender Offer
(including during the Subsequent Offering Period), pursuant to the option
to purchase Shares granted by IFR to the Purchaser under the Merger
Agreement, or otherwise, then the Merger would be completed without a vote
of holders of Shares, in accordance with applicable law.

         Simultaneously with the acceptance for purchase of Shares in the
Tender Offer and in accordance with the Merger Agreement, Aeroflex loaned
to IFR $48.8 million and IFR paid to the lenders under IFR's credit
agreement approximately $49 million in full satisfaction of the
approximately $84 million owed to the lenders under the credit agreement.

         The total amount of funds required by the Purchaser to purchase
Shares pursuant to the Tender Offer and the Merger and for Aeroflex to make
the loan to IFR for IFR to discharge its obligations to the lender's under
IFR's credit agreement is approximately $60 million. The Purchaser will
obtain the funds necessary for the purchase of Shares in the Tender Offer
and the Merger from Aeroflex. IFR obtained substantially all of the funds
necessary to make the required payments to its lenders from a loan from
Aeroflex. Aeroflex has sufficient cash on hand and marketable securities to
provide the required funds.

         A copy of the press release issued by Aeroflex announcing the
completion of the tender offer is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Financial Statements of Business Acquired.

         The financial statements of IFR required by this item will be
filed by amendment to this Current Report on Form 8-K as soon as
practicable, but no later than 60 days after the date hereof.

(b)      Pro Forma Financial Information.

         The pro forma financial information as required by this item will
be filed by amendment to the Current Report on Form 8-K as soon as
practicable, but no later than 60 days after the date hereof.

(c)      Exhibits.

         99.1     Press Release, dated May 20, 2002.

                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    AEROFLEX INCORPORATED

                                    By: /s/ Michael Gorin
                                        ---------------------------------
                                    Name:   Michael Gorin
                                    Title:  President, Chief Financial Officer
                                            and Principal Accounting Officer

Dated:   May 21, 2002

                               EXHIBIT INDEX

  Exhibit No.     Description

  99.1            Press Release, dated May 20, 2002.