<PAGE>



                                                    Registration No. 333-
================================================================================

                       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)

<TABLE>
<S>                                               <C>
                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)
</TABLE>


            AEROFLEX INCORPORATED 2000 STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Michael Gorin, 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:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
    Title of Each                                  Proposed Minimum      Proposed Maximum
 Class of Securities         Amount to be         Offering Price Per    Aggregate Offering               Amount of
  To be Registered             Registered             Security(1)             Price(1)               Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                        <C>                 <C>                        <C>
  Common Stock,
    par value $.10            750,000 shs.(2)            $12.93              $9,697,500                 $2,424.38
      per share
======================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low sales price of the Company's common Stock
on the Nasdaq Stock Market on May 15, 2001.

(2) The Registration Statement registers the shares issuable due to an increase
in the number of shares reserved for issuance under the 2000 Stock Option Plan.
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 Plan.

================================================================================





<PAGE>


                              AEROFLEX INCORPORATED

                        SUMMARY OF AEROFLEX INCORPORATED
                       2000 STOCK OPTION PLAN, AS AMENDED


         In March 2000, in order to attract and retain persons necessary for
Aeroflex's success, its board of directors adopted the Aeroflex Incorporated
2000 Stock Option Plan. The Board of Directors increased the number of shares of
common stock under the plan in October 2000 and in May 2001. As amended and as
adjusted to give effect to Aeroflex's 5-for-4 stock split and 2-for-1 stock
split, the plan covers up to 4,625,000 shares of common stock, pursuant to which
directors, officers and employees of, and consultants to, Aeroflex and its
subsidiaries and affiliates, are eligible to receive non-qualified stock
options. Shares of common stock issued upon the exercise of options granted
pursuant to the plan will generally be from Aeroflex's authorized but unissued
shares or treasury shares. The plan, which expires on March 21, 2010, will be
administered by Aeroflex's board of directors or a committee designated by the
board of directors consisting of two or more members of the board, all of whom
shall be non-employee directors. Members of each class of the board of directors
are elected every three years for three year terms by Aeroflex stockholders.
Members of the committee which administers the plan may be removed or replaced
at any time by the board of directors. The selection of participants, allotments
of shares, determination of price and other conditions relating to options will
be determined by the board of directors, or the committee, in its sole
discretion, subject to the limitations of the plan.

         The plan may be amended, suspended or terminated by the board of
directors or the committee.

         Stock options granted under the plan are exercisable for a period of up
to ten years from the date of grant at an exercise price equal to the fair
market value of the Common Stock on the date of the grant.

         Options granted pursuant to the plan may not be sold, pledged,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution or, to the extent permitted by the board or
the committee.

         If any optionee ceases to serve as an employee of, or consultant to,
Aeroflex or any parent or subsidiary company, he may, but only within three (3)
months after the date he ceases to be employed, exercise his option to the
extent that he was entitled to exercise it as of the date of such termination.
To the extent that he was not entitled to exercise an option at the date of such
termination, or he does not exercise the option (which he was entitled to
exercise) within the time specified therein, the option terminates.
Notwithstanding the foregoing, in the event of the death of an optionee (1)
while an employee, or (2) within three (3) months after termination of all
employment (other than for total disability) or (3) within one (1) year after
termination on account of total disability of all employment, the optionee's
estate or any person who acquires the right to exercise the option by bequest or
inheritance or by reason of the death of the optionee may exercise such
optionee's option at any time within the three (3) year period from the date of
death. In the case of clauses (1) and (3) above, the option shall be exercisable
in full for all the remaining shares covered thereby, but in the case of clause
(2), the option shall be exercisable only to the extent it was exercisable on
the date of such termination of employment or service. In no case is an option
exercisable after its expiration date.

         In the event of a change in control (as defined in the plan) of
Aeroflex, at the option of the board or the committee, (a) all options
outstanding on the date of the change in control shall become immediately and
fully exercisable, and (b) an optionee will be permitted to surrender for
cancellation within sixty (60) days after the

                                      -2-





<PAGE>


change in control any option or portion of an option which was granted more than
six (6) months prior to the date of such surrender, to the extent not yet
exercised, and to receive a cash payment in an amount equal to the excess, if
any, of the fair market value (as defined in the plan), on the date of
surrender, of the shares of common stock subject to the option or portion
thereof surrendered, over the aggregate purchase price for such shares.

         Aeroflex's 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 Aeroflex's annual report to shareholders, its latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and
additional information about the plan and its administration, are available upon
written or oral request from the Treasurer of Aeroflex, at its offices at 35
South Service Road, Plainview, New York 11803, (516) 694-6700. Aeroflex does not
intend to furnish any reports to participants as to the amount and status of
their options under the plan.

                         FEDERAL INCOME TAX CONSEQUENCES

         The following is a brief summary of the Federal income tax consequences
as of the date hereof with respect to options exercised with cash or common
stock or a combination of cash and common stock. This description of the Federal
income tax consequences is based upon law and Treasury interpretations in effect
on the date of this prospectus (including proposed and temporary regulations
which may be changed when finalized), and it should be understood that this
summary is not exhaustive, that the law may change, and further that special
rules may apply with respect to situations not specifically discussed herein.
Careful attention should also be given to state and local tax consequences. As
such, optionees are urged to consult with their own qualified tax advisors.

         Exercise of Non-Qualified Options with Cash

         No taxable income will be realized by the optionee upon the grant of a
non-qualified option. On exercise, the excess of the fair market value of the
stock at the time of exercise over the option price of such stock will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise, (ii) will be subject to withholding for Federal income tax purposes,
and (iii) generally will be an allowable income tax deduction to Aeroflex. The
optionee's tax basis for stock acquired upon exercise of a non-qualified option
will be equal to the option price paid for the stock plus any amounts included
in income as compensation. Upon the sale of shares acquired pursuant to exercise
of a non-qualified option, the optionee will have long-term or short-term
capital gain or loss depending on the holding period.

         If the optionee is subject to restrictions under Section 16(b) of the
Exchange Act at exercise, (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under Treasury regulations to be six months after the date of issuance of the
shares), based on the excess (if any) at that time or, if earlier, at the time
of the sale of such shares, of the fair market value of the shares received over
the option price, and (ii) the holding period for purposes of determining
entitlement to long-term or short-term capital gain or loss, as the case may be,
will commence on the earlier of the date of sale of such shares or the date that
the Section 16(b) restrictions lapse. However, such an optionee may elect under
Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed at
the time of exercise of the option, based on the excess (if any) at the time of
exercise of the fair market value of the shares received over the option price,
in which event the holding period will commence on the date of transfer.
Optionees who are subject to Section 16(b) restrictions should consult a
qualified tax advisor regarding the advisability of a Section 83(b) election,
which must be made within 30 days following the exercise of the shares.

                                      -3-





<PAGE>


         Exercise of Non-Qualified Options with Common Stock

         Based on a 1980 Revenue Ruling, if shares previously acquired other
than upon exercise of an incentive stock option are surrendered in full or
partial payment of the exercise price of a non-qualified option, then no gain or
loss will be recognized by the optionee, on the date of exercise, for the shares
which have an aggregate fair market value equal to the aggregate fair market
value of the shares surrendered. These shares received are called replacement
shares. The optionee will have a basis in the replacement shares equal to the
basis of the shares surrendered, and the optionee's holding period (for purposes
of determining entitlement to short-term or long-term capital gain or loss
treatment on a subsequent disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.

         In the event that the optionee receives any additional shares in
addition to the replacement shares on such exercise, then (i) the excess of the
fair market value of all of the shares received over the sum of the fair market
value of the shares surrendered plus any cash payments made by the optionee on
the exercise of the option will be treated as compensation taxable as ordinary
income (and subject to withholding), (ii) the optionee's basis in the additional
shares will be equal to the sum of the amount taxed as ordinary income on
exercise plus the amount of any cash payments made on exercise, and (iii) the
holding period for the additional shares (for purposes of determining
entitlement to long-term or short-term capital gain or loss treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.

         In the absence of new published rulings to the contrary, it would
appear that rules similar to those that apply under the 1980 Revenue Ruling
would apply to the exercise of a non-qualified option using shares previously
acquired by exercising an incentive stock option. Based on the 1980 Revenue
Ruling, the exercise of a non-qualified option using shares previously acquired
by exercising an incentive stock option would not result in a "disqualifying
disposition" of such shares.

         Information Reporting

         Pursuant to applicable tax regulations, Aeroflex will provide to each
optionee and to the appropriate tax authorities information regarding the
exercises of non-qualified options on Form W-2 or 1099.

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                          ACQUIRED PURSUANT TO THE PLAN

         Participants in the plan who receive shares of common stock pursuant to
the exercise of options may from time to time sell all or a part of such common
stock. In some instances, there may be restrictions on the amount and manner of
such sales by reason of pertinent provisions of the securities laws and the
rules thereunder. Optionees should consult with legal counsel about the
securities law implications of the exercise of options and the acquisition or
disposition of shares of common stock under the plan.

         Pursuant to Section 16(b) of the Exchange Act, if an optionee, while an
officer, director or ten percent (10%) stockholder of Aeroflex, (i) acquires any
equity security of Aeroflex (other than shares of common stock acquired under
the plan or another stock option plan of Aeroflex if the exercise price of the
option pursuant to which such shares of common stock were acquired does not
exceed the fair market value thereof at the time of exercise), and (ii) within
six months before or after such acquisition sells any equity security of
Aeroflex, including common stock acquired under the plan, then such optionee
will be required to repay to Aeroflex any profit attributable to the two
transactions.

                                      -4-





<PAGE>


         In the event of any inconsistency between this summary and the plan,
the terms of the plan shall govern.

         This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.

                                       -5-





<PAGE>


                                     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) through (d) below:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 2000;

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
quarters ended September 30, 2000, December 31, 2000 and March 31, 2001;

                  (c) The Registrant's proxy statement filed on October 2, 2000;
and

                  (d) The description of the class of securities to be offered
which is contained in a registration statement filed under Section 12 of the
Securities Exchange Act of 1934 (File No.000- 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 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.

Item 4. Description of Securities.

                  Not applicable.

Item 5. Interests of Named Experts and Counsel.

                  Harvey R. Blau, a member of the law firm of Blau, Kramer,
Wactlar & Lieberman, P.C. ("BKW&L") is Chairman of the Board and Chief Executive
Officer of the Registrant. As of May 15, 2001, Mr. Blau beneficially owns
1,114,792 shares of Common Stock, including 119,270 shares held directly, 11,626
shares held by the Blau, Kramer, Wactlar & Lieberman, P.C. Profit Sharing Plan
and 16,744 shares owned by his wife, as to which Mr. Blau has disclaimed
beneficial ownership, as well as options exercisable within 60 days to purchase
967,152 shares of Common Stock granted to Mr. Blau pursuant to the Registrant's
various stock option plans. Other members of the firm own an aggregate 1,850
shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

                  Under the provisions of the Certificate of Incorporation and
By-Laws of Registrant, each person who is or was a director or officer of
Registrant shall be indemnified by 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

                                      II-1





<PAGE>


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 covered by
officers' and directors' liability insurance. The policy coverage is $50,000,000
which includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $250,000. The Registrant has
entered into Indemnification Agreements with certain of its officers and
directors. The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature whatsoever (including attorneys' fees and related
disbursements) actually and reasonably incurred in connection with either the
investigation, defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee.

Item 7. Exemption from Registration Claimed.

                  Not applicable.

Item 8. Exhibits.

                  4.1      Aeroflex Incorporated 2000 Stock Option Plan, as
                           amended

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

                  23.1     Consent of Blau, Kramer, Wactlar & Lieberman, P.C. -
                           included in their opinion filed as Exhibit 5.

                  23.2     Consent of KPMG LLP.

                  24       Powers of Attorney.

 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;

                           (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

                                      II-2





<PAGE>


                           apply if the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed by the Registrant
                           pursuant to section 13 or section 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 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 policy as expressed in the Act and will be
governed by final adjudication of such issue.

                                      II-3






<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
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 Plainview, New York on the 16th day of May, 2001.

                             AEROFLEX INCORPORATED


                             By:/S/Michael Gorin
                                --------------------------------
                                Michael Gorin
                                President and Director (Chief Financial Officer
                                               and Principal Accounting Officer)


                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on May 16, 2001 by the following
persons in the capacities indicated. Each person whose signature appears below
constitutes and appoints Michael Gorin and Leonard Borow, 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 unto 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.

<TABLE>
<CAPTION>
            Signature                        Title
            ---------                        -----
<S>                                    <C>
/S/Harvey R. Blau                      Chairman of the Board
---------------------------------      (Chief Executive Officer)
      Harvey R. Blau

/S/Michael Gorin                       President and Director
---------------------------------      (Chief Financial Officer and Principal Accounting Officer)
      Michael Gorin

                                       Executive Vice President, Secretary and Director
---------------------------------      (Chief Operating Officer)
      Leonard Borow

                                       Director
---------------------------------
      Paul Abecassis

/S/Milton Brenner                      Director
--------------------------------
      Milton Brenner

/S/Ernest E. Courchene, Jr.            Director
--------------------------------
      Ernest E. Courchene, Jr.

/S/Donald S. Jones                     Director
--------------------------------
      Donald S. Jones

                                       Director
--------------------------------
      Eugene Novikoff

/S/John S. Patton                      Director
--------------------------------
     John S. Patton
</TABLE>
                                      II-4





<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
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                             Page No. in Sequential
Exhibit                                                                      Numbering of all Pages,
Number               Exhibit Description                                     including Exhibit Pages
-------              -------------------                                     -----------------------
<S>           <C>                                                                  <C>
4.1           Aeroflex Incorporated 2000 Stock Option Plan..........                    1

5             Opinion and Consent of Counsel.........................                   6

23.1          Consent of Counsel    .................................               See Exhibit 5

23.2          Consent of KPMG LLP....................................                   7

24            Powers of Attorney    .................................               See signature page

</TABLE>

                                      II-5
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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": "S-8", "act": "33", "file-number": "333-61094", "film-number": "1642242"}, "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"}]}
Registration No. 333-
================================================================================

                       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 2000 STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Michael Gorin, 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:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
    Title of Each                                  Proposed Minimum      Proposed Maximum
 Class of Securities         Amount to be         Offering Price Per    Aggregate Offering               Amount of
  To be Registered             Registered             Security(1)             Price(1)               Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock,
    par value $.10            750,000 shs.(2)            $12.93              $9,697,500                 $2,424.38
      per share
======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low sales price of the Company's common Stock
on the Nasdaq Stock Market on May 15, 2001.

(2) The Registration Statement registers the shares issuable due to an increase
in the number of shares reserved for issuance under the 2000 Stock Option Plan.
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 Plan.

================================================================================
AEROFLEX INCORPORATED

                        SUMMARY OF AEROFLEX INCORPORATED
                       2000 STOCK OPTION PLAN, AS AMENDED

         In March 2000, in order to attract and retain persons necessary for
Aeroflex's success, its board of directors adopted the Aeroflex Incorporated
2000 Stock Option Plan. The Board of Directors increased the number of shares of
common stock under the plan in October 2000 and in May 2001. As amended and as
adjusted to give effect to Aeroflex's 5-for-4 stock split and 2-for-1 stock
split, the plan covers up to 4,625,000 shares of common stock, pursuant to which
directors, officers and employees of, and consultants to, Aeroflex and its
subsidiaries and affiliates, are eligible to receive non-qualified stock
options. Shares of common stock issued upon the exercise of options granted
pursuant to the plan will generally be from Aeroflex's authorized but unissued
shares or treasury shares. The plan, which expires on March 21, 2010, will be
administered by Aeroflex's board of directors or a committee designated by the
board of directors consisting of two or more members of the board, all of whom
shall be non-employee directors. Members of each class of the board of directors
are elected every three years for three year terms by Aeroflex stockholders.
Members of the committee which administers the plan may be removed or replaced
at any time by the board of directors. The selection of participants, allotments
of shares, determination of price and other conditions relating to options will
be determined by the board of directors, or the committee, in its sole
discretion, subject to the limitations of the plan.

         The plan may be amended, suspended or terminated by the board of
directors or the committee.

         Stock options granted under the plan are exercisable for a period of up
to ten years from the date of grant at an exercise price equal to the fair
market value of the Common Stock on the date of the grant.

         Options granted pursuant to the plan may not be sold, pledged,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution or, to the extent permitted by the board or
the committee.

         If any optionee ceases to serve as an employee of, or consultant to,
Aeroflex or any parent or subsidiary company, he may, but only within three (3)
months after the date he ceases to be employed, exercise his option to the
extent that he was entitled to exercise it as of the date of such termination.
To the extent that he was not entitled to exercise an option at the date of such
termination, or he does not exercise the option (which he was entitled to
exercise) within the time specified therein, the option terminates.
Notwithstanding the foregoing, in the event of the death of an optionee (1)
while an employee, or (2) within three (3) months after termination of all
employment (other than for total disability) or (3) within one (1) year after
termination on account of total disability of all employment, the optionee's
estate or any person who acquires the right to exercise the option by bequest or
inheritance or by reason of the death of the optionee may exercise such
optionee's option at any time within the three (3) year period from the date of
death. In the case of clauses (1) and (3) above, the option shall be exercisable
in full for all the remaining shares covered thereby, but in the case of clause
(2), the option shall be exercisable only to the extent it was exercisable on
the date of such termination of employment or service. In no case is an option
exercisable after its expiration date.

         In the event of a change in control (as defined in the plan) of
Aeroflex, at the option of the board or the committee, (a) all options
outstanding on the date of the change in control shall become immediately and
fully exercisable, and (b) an optionee will be permitted to surrender for
cancellation within sixty (60) days after the

                                      -2-
change in control any option or portion of an option which was granted more than
six (6) months prior to the date of such surrender, to the extent not yet
exercised, and to receive a cash payment in an amount equal to the excess, if
any, of the fair market value (as defined in the plan), on the date of
surrender, of the shares of common stock subject to the option or portion
thereof surrendered, over the aggregate purchase price for such shares.

         Aeroflex's 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 Aeroflex's annual report to shareholders, its latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and
additional information about the plan and its administration, are available upon
written or oral request from the Treasurer of Aeroflex, at its offices at 35
South Service Road, Plainview, New York 11803, (516) 694-6700. Aeroflex does not
intend to furnish any reports to participants as to the amount and status of
their options under the plan.

                         FEDERAL INCOME TAX CONSEQUENCES

         The following is a brief summary of the Federal income tax consequences
as of the date hereof with respect to options exercised with cash or common
stock or a combination of cash and common stock. This description of the Federal
income tax consequences is based upon law and Treasury interpretations in effect
on the date of this prospectus (including proposed and temporary regulations
which may be changed when finalized), and it should be understood that this
summary is not exhaustive, that the law may change, and further that special
rules may apply with respect to situations not specifically discussed herein.
Careful attention should also be given to state and local tax consequences. As
such, optionees are urged to consult with their own qualified tax advisors.

         Exercise of Non-Qualified Options with Cash

         No taxable income will be realized by the optionee upon the grant of a
non-qualified option. On exercise, the excess of the fair market value of the
stock at the time of exercise over the option price of such stock will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise, (ii) will be subject to withholding for Federal income tax purposes,
and (iii) generally will be an allowable income tax deduction to Aeroflex. The
optionee's tax basis for stock acquired upon exercise of a non-qualified option
will be equal to the option price paid for the stock plus any amounts included
in income as compensation. Upon the sale of shares acquired pursuant to exercise
of a non-qualified option, the optionee will have long-term or short-term
capital gain or loss depending on the holding period.

         If the optionee is subject to restrictions under Section 16(b) of the
Exchange Act at exercise, (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under Treasury regulations to be six months after the date of issuance of the
shares), based on the excess (if any) at that time or, if earlier, at the time
of the sale of such shares, of the fair market value of the shares received over
the option price, and (ii) the holding period for purposes of determining
entitlement to long-term or short-term capital gain or loss, as the case may be,
will commence on the earlier of the date of sale of such shares or the date that
the Section 16(b) restrictions lapse. However, such an optionee may elect under
Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed at
the time of exercise of the option, based on the excess (if any) at the time of
exercise of the fair market value of the shares received over the option price,
in which event the holding period will commence on the date of transfer.
Optionees who are subject to Section 16(b) restrictions should consult a
qualified tax advisor regarding the advisability of a Section 83(b) election,
which must be made within 30 days following the exercise of the shares.

                                      -3-
Exercise of Non-Qualified Options with Common Stock

         Based on a 1980 Revenue Ruling, if shares previously acquired other
than upon exercise of an incentive stock option are surrendered in full or
partial payment of the exercise price of a non-qualified option, then no gain or
loss will be recognized by the optionee, on the date of exercise, for the shares
which have an aggregate fair market value equal to the aggregate fair market
value of the shares surrendered. These shares received are called replacement
shares. The optionee will have a basis in the replacement shares equal to the
basis of the shares surrendered, and the optionee's holding period (for purposes
of determining entitlement to short-term or long-term capital gain or loss
treatment on a subsequent disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.

         In the event that the optionee receives any additional shares in
addition to the replacement shares on such exercise, then (i) the excess of the
fair market value of all of the shares received over the sum of the fair market
value of the shares surrendered plus any cash payments made by the optionee on
the exercise of the option will be treated as compensation taxable as ordinary
income (and subject to withholding), (ii) the optionee's basis in the additional
shares will be equal to the sum of the amount taxed as ordinary income on
exercise plus the amount of any cash payments made on exercise, and (iii) the
holding period for the additional shares (for purposes of determining
entitlement to long-term or short-term capital gain or loss treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.

         In the absence of new published rulings to the contrary, it would
appear that rules similar to those that apply under the 1980 Revenue Ruling
would apply to the exercise of a non-qualified option using shares previously
acquired by exercising an incentive stock option. Based on the 1980 Revenue
Ruling, the exercise of a non-qualified option using shares previously acquired
by exercising an incentive stock option would not result in a "disqualifying
disposition" of such shares.

         Information Reporting

         Pursuant to applicable tax regulations, Aeroflex will provide to each
optionee and to the appropriate tax authorities information regarding the
exercises of non-qualified options on Form W-2 or 1099.

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                          ACQUIRED PURSUANT TO THE PLAN

         Participants in the plan who receive shares of common stock pursuant to
the exercise of options may from time to time sell all or a part of such common
stock. In some instances, there may be restrictions on the amount and manner of
such sales by reason of pertinent provisions of the securities laws and the
rules thereunder. Optionees should consult with legal counsel about the
securities law implications of the exercise of options and the acquisition or
disposition of shares of common stock under the plan.

         Pursuant to Section 16(b) of the Exchange Act, if an optionee, while an
officer, director or ten percent (10%) stockholder of Aeroflex, (i) acquires any
equity security of Aeroflex (other than shares of common stock acquired under
the plan or another stock option plan of Aeroflex if the exercise price of the
option pursuant to which such shares of common stock were acquired does not
exceed the fair market value thereof at the time of exercise), and (ii) within
six months before or after such acquisition sells any equity security of
Aeroflex, including common stock acquired under the plan, then such optionee
will be required to repay to Aeroflex any profit attributable to the two
transactions.

                                      -4-
In the event of any inconsistency between this summary and the plan,
the terms of the plan shall govern.

         This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.

                                       -5-
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) through (d) below:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 2000;

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
quarters ended September 30, 2000, December 31, 2000 and March 31, 2001;

                  (c) The Registrant's proxy statement filed on October 2, 2000;
and

                  (d) The description of the class of securities to be offered
which is contained in a registration statement filed under Section 12 of the
Securities Exchange Act of 1934 (File No.000- 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 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.

Item 4. Description of Securities.

                  Not applicable.

Item 5. Interests of Named Experts and Counsel.

                  Harvey R. Blau, a member of the law firm of Blau, Kramer,
Wactlar & Lieberman, P.C. ("BKW&L") is Chairman of the Board and Chief Executive
Officer of the Registrant. As of May 15, 2001, Mr. Blau beneficially owns
1,114,792 shares of Common Stock, including 119,270 shares held directly, 11,626
shares held by the Blau, Kramer, Wactlar & Lieberman, P.C. Profit Sharing Plan
and 16,744 shares owned by his wife, as to which Mr. Blau has disclaimed
beneficial ownership, as well as options exercisable within 60 days to purchase
967,152 shares of Common Stock granted to Mr. Blau pursuant to the Registrant's
various stock option plans. Other members of the firm own an aggregate 1,850
shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

                  Under the provisions of the Certificate of Incorporation and
By-Laws of Registrant, each person who is or was a director or officer of
Registrant shall be indemnified by 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

                                      II-1
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 covered by
officers' and directors' liability insurance. The policy coverage is $50,000,000
which includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $250,000. The Registrant has
entered into Indemnification Agreements with certain of its officers and
directors. The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature whatsoever (including attorneys' fees and related
disbursements) actually and reasonably incurred in connection with either the
investigation, defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee.

Item 7. Exemption from Registration Claimed.

                  Not applicable.

Item 8. Exhibits.

                  4.1      Aeroflex Incorporated 2000 Stock Option Plan, as
                           amended

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

                  23.1     Consent of Blau, Kramer, Wactlar & Lieberman, P.C. -
                           included in their opinion filed as Exhibit 5.

                  23.2     Consent of KPMG LLP.

                  24       Powers of Attorney.

 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;

                           (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

                                      II-2
apply if the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed by the Registrant
                           pursuant to section 13 or section 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 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 policy as expressed in the Act and will be
governed by final adjudication of such issue.

                                      II-3
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
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 Plainview, New York on the 16th day of May, 2001.

                             AEROFLEX INCORPORATED

                             By:/S/Michael Gorin
                                --------------------------------
                                Michael Gorin
                                President and Director (Chief Financial Officer
                                               and Principal Accounting Officer)

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on May 16, 2001 by the following
persons in the capacities indicated. Each person whose signature appears below
constitutes and appoints Michael Gorin and Leonard Borow, 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 unto 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
            ---------                        -----
/S/Harvey R. Blau                      Chairman of the Board
---------------------------------      (Chief Executive Officer)
      Harvey R. Blau

/S/Michael Gorin                       President and Director
---------------------------------      (Chief Financial Officer and Principal Accounting Officer)
      Michael Gorin

                                       Executive Vice President, Secretary and Director
---------------------------------      (Chief Operating Officer)
      Leonard Borow

                                       Director
---------------------------------
      Paul Abecassis

/S/Milton Brenner                      Director
--------------------------------
      Milton Brenner

/S/Ernest E. Courchene, Jr.            Director
--------------------------------
      Ernest E. Courchene, Jr.

/S/Donald S. Jones                     Director
--------------------------------
      Donald S. Jones

                                       Director
--------------------------------
      Eugene Novikoff

/S/John S. Patton                      Director
--------------------------------
     John S. Patton
II-4
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
--------------------------------------------------------------------------------
Page No. in Sequential
Exhibit                                                                      Numbering of all Pages,
Number               Exhibit Description                                     including Exhibit Pages
-------              -------------------                                     -----------------------
4.1           Aeroflex Incorporated 2000 Stock Option Plan..........                    1

5             Opinion and Consent of Counsel.........................                   6

23.1          Consent of Counsel    .................................               See Exhibit 5

23.2          Consent of KPMG LLP....................................                   7

24            Powers of Attorney    .................................               See signature page
II-5