UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): August 16, 2006

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


         Delaware                    000-02324              11-1974412
(State or Other Jurisdiction        (Commission          (I.R.S. Employer
      of Incorporation)             File Number)        Identification Number)


        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)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>



Item 2.02.  Results of Operations and Financial Condition.

      On August 16, 2006, Aeroflex Incorporated (the "Registrant") issued a
press release announcing the Registrant's financial results for the fourth
fiscal quarter and year ended June 30, 2006. A copy of the Registrant's press
release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

99.1. Press Release, dated August 16, 2006

      The information filed as an exhibit to this Form 8-K is being furnished in
accordance with Item 2.02 and shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or
otherwise subject to the liabilities of such section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.


                                       2
<PAGE>



                                   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.


                                    AEROXFLEX INCORPORATED


                                    By:/s/ John Adamovich, Jr.
                                       ------------------------------
                                       John Adamovich, Jr.
                                       Senior Vice President and
                                       Chief Financial Officer


Date:   August 16, 2006


                                       3
<PAGE>




                                  Exhibit Index

      99.1. Press release, dated August 16, 2006
{"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": "061038997"}, "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"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): August 16, 2006

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

         Delaware                    000-02324              11-1974412
(State or Other Jurisdiction        (Commission          (I.R.S. Employer
      of Incorporation)             File Number)        Identification Number)

        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)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 2.02.  Results of Operations and Financial Condition.

      On August 16, 2006, Aeroflex Incorporated (the "Registrant") issued a
press release announcing the Registrant's financial results for the fourth
fiscal quarter and year ended June 30, 2006. A copy of the Registrant's press
release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

99.1. Press Release, dated August 16, 2006

      The information filed as an exhibit to this Form 8-K is being furnished in
accordance with Item 2.02 and shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or
otherwise subject to the liabilities of such section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

                                       2
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.

                                    AEROXFLEX INCORPORATED

                                    By:/s/ John Adamovich, Jr.
                                       ------------------------------
                                       John Adamovich, Jr.
                                       Senior Vice President and
                                       Chief Financial Officer

Date:   August 16, 2006

                                       3
Exhibit Index

      99.1. Press release, dated August 16, 2006