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 2002 STOCK OPTION PLAN
                            (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,             1,500,000 shs.(2)     $7.24                 $10,860,000             $999.12
  par value $.10
  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 July 22, 2002.

(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 Plan.

<PAGE>

                              AEROFLEX INCORPORATED

                        SUMMARY OF AEROFLEX INCORPORATED
                             2002 STOCK OPTION PLAN


     In June  2002,  in  order to  attract  and  retain  persons  necessary  for
Aeroflex=s  success,  its board of directors  adopted the Aeroflex  Incorporated
2002 Stock Option Plan,  covering 1,500,000 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 June 17, 2012,  may 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.  The plan is  currently  administered  by the
compensation  committee.  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.

     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 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 change in control  any option or portion of an option  which

                                       2
<PAGE>

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.

                                       3

<PAGE>


     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

                                       4


<PAGE>


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.

     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>

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, 2001;

     (b)  The Registrant's  Quarterly Report on Form 10-Q for the quarters ended
          September 30, 2001; December 31, 2001; and March 31, 2002;

     (c)  The Registrant's proxy statement filed on October 1, 2001;

     (d)  The Registrant's Current Reports on Form 8-K dated April 13, 2002, May
          20, 2002 and June 18, 2002; and

     (e)  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 July 23, 2002, Mr. Blau  beneficially  owns 2,466,293
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
5,744 shares owned by his wife, as to which Mr. Blau has  disclaimed  beneficial
ownership,  as well as options  exercisable within 60 days to purchase 2,329,653
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.


                                       6
<PAGE>

     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 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  $500,000.  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 2002 Stock Option Plan.

          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;

                                       7

<PAGE>


                        (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 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.

                                       8


<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 24th day of July, 2002.

                                              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 July 24, 2002 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
Harvey R. Blau                           (Chief Executive Officer)


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

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

/s/ Paul Abecassis
-------------------------                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

/s/ Eugene Novikoff
-------------------------                Director
Eugene Novikoff

/s/ John S. Patton
-------------------------                Director
John S. Patton
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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 2002 STOCK OPTION PLAN
                            (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,             1,500,000 shs.(2)     $7.24                 $10,860,000             $999.12
  par value $.10
  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 July 22, 2002.

(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 Plan.
AEROFLEX INCORPORATED

                        SUMMARY OF AEROFLEX INCORPORATED
                             2002 STOCK OPTION PLAN

     In June  2002,  in  order to  attract  and  retain  persons  necessary  for
Aeroflex=s  success,  its board of directors  adopted the Aeroflex  Incorporated
2002 Stock Option Plan,  covering 1,500,000 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 June 17, 2012,  may 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.  The plan is  currently  administered  by the
compensation  committee.  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.

     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 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 change in control  any option or portion of an option  which

                                       2
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.

                                       3
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

                                       4
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.

     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
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, 2001;

     (b)  The Registrant's  Quarterly Report on Form 10-Q for the quarters ended
          September 30, 2001; December 31, 2001; and March 31, 2002;

     (c)  The Registrant's proxy statement filed on October 1, 2001;

     (d)  The Registrant's Current Reports on Form 8-K dated April 13, 2002, May
          20, 2002 and June 18, 2002; and

     (e)  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 July 23, 2002, Mr. Blau  beneficially  owns 2,466,293
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
5,744 shares owned by his wife, as to which Mr. Blau has  disclaimed  beneficial
ownership,  as well as options  exercisable within 60 days to purchase 2,329,653
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.

                                       6
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 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  $500,000.  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 2002 Stock Option Plan.

          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;

                                       7
(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 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.

                                       8
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 24th day of July, 2002.

                                              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 July 24, 2002 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
Harvey R. Blau                           (Chief Executive Officer)

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

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

/s/ Paul Abecassis
-------------------------                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

/s/ Eugene Novikoff
-------------------------                Director
Eugene Novikoff

/s/ John S. Patton
-------------------------                Director
John S. Patton