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 - UTMC OPTIONS
                            (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    273,000 shs.(2)        $5.75            $1,569,750          $414.42
       per share
==============================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the last reported sales price of the Company's Common Stock on the New York
Stock Exchange on October 28, 1999.
(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.
</FN>
==============================================================================================
</TABLE>
<PAGE>
                              AEROFLEX INCORPORATED

                          SUMMARY OF OPTIONS GRANTED TO
                 EMPLOYEES OF UTMC MICROELECTRONIC SYSTEMS, INC.


     In February  1999,  Aeroflex  Incorporated  acquired  all of the issued and
outstanding  common stock of UTMC  Microelectronic  Systems,  Inc. We determined
that it was advisable,  in connection with the acquisition,  to grant options to
certain  employees of UTMC in order to retain people we believe will  contribute
to our success.  Consequently, we granted non-qualified stock options to a total
of 25 UTMC employees covering a total of 273,000 shares of our common stock.

     The stock options have a term of ten years from February 25, 1999, which is
the date of grant.  All but one of the options have an exercise price of $11.625
per share and become  exercisable  (1) 50% on  February  25, 2000 and (2) 50% on
February 25, 2001. The remaining  option to purchase a total of 50,000 shares of
common stock has an exercise price of $13.625 per share and becomes  exercisable
(1) 33 1/3% on August 25, 1999, (2) 33 1/3% on February 25, 2000 and (3) 33 1/3%
on February 25, 2001.

     The options 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
and may be exercised, during the lifetime of the optionee, only by the optionee.

     In the case of all but one of the optionees, if he ceases to be an employee
of UTMC,  he may,  for a two (2) month  period  from the date he stops  being an
employee,  exercise his options to the extent that the options were  exercisable
as of the date of his  termination.  One optionee has a one year period from the
date his  employment  terminates to exercise his options.  To the extent that an
optionee 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 two month or one year period,  the option  terminates.  If an optionee  dies
while she is an  employee  of UTMC , 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  her option at any time  within the
period of two years from the date of her death. If an optionee  becomes disabled
while she is an employee of UTMC,  the  optionee  may exercise her option at any
time  within  the  period of three  years  from the date of  termination  of her
employment  due to the  disability.  In each case the option will be exercisable
only to the  extent  it was  exercisable  on the  date of  such  termination  of
employment.

     In the event of a change in control (as defined in the option agreement) of
our company all options become immediately and fully exercisable.

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

     The  following  is a brief  summary  of the  principal  federal  income tax
consequences under current federal income tax laws relating to the options. This
summary is not  intended  to be  exhaustive.  Among  other  things,  it does not
describe state, local or foreign income tax consequences.

     We  understand  that under  present  federal  tax laws,  the grant of stock
options creates no tax consequences for an optionee or for us. Upon exercising a
nonqualified stock option, the optionee must generally recognize ordinary income
equal to the "spread"  between the  exercise  price and the fair market value of
the common stock on the date of exercise. The fair market value of the shares on
the date of exercise will  constitute the tax basis for the shares for computing
gain or loss on their subsequent sale.

     Compensation that is subject to a substantial risk of forfeiture  generally
is not included in income until the risk of  forfeiture  lapses.  Under  current
law, optionees who are either directors,  officers or more than 10% stockholders
are subject to the "short-swing"  insider trading  restrictions of Section 16(b)
of the Exchange  Act of 1934.  The Section  16(b)  restriction  is  considered a
substantial  risk of  forfeiture  for tax  purposes.  Consequently,  the time of
recognition of  compensation  income and its amount will be determined  when the
restriction  ceases to apply.  The Section 16(b)  restriction  lapses six months
after the date of exercise.

     Nevertheless,  an optionee who is subject to the Section 16(b)  restriction
is entitled to elect to recognize  income on the date of exercise of the option.
The  election  must be made  within  30 days  of the  date of  exercise.  If the
election is made,  the results are the same as if the optionee  were not subject
to the Section 16(b) restriction.

     If  permitted  by our  board  of  directors  and if the  optionee  pays the
exercise price of an option in whole or in part with previously-owned  shares of
common stock, the optionee's tax basis and holding period for the newly-acquired
shares is determined as follows:  As to a number of newly-acquired  shares equal
to the  number  of  previously-owned  shares  used  by the  optionee  to pay the
exercise   price,   the   optionee's  tax  basis  and  holding  period  for  the
previously-owned  shares  will  carry  over to the  newly-acquired  shares  on a
share-for-share   basis,   thereby   deferring   any   gain   inherent   in  the
previously-owned  shares.  As  to  each  remaining  newly  acquired  share,  the
optionee's  tax basis will equal the fair market  value of the share on the date
of exercise and the  optionee's  holding  period will begin on the day after the
exercise date. The optionee's  compensation income and our deduction will not be
affected  by whether the  exercise  price is paid in cash or in shares of common
stock.

     We will  generally  be  entitled  to a  deduction  for  federal  income tax
purposes  at the same time and in the same  amount as an optionee is required to
recognize  ordinary  compensation  income.  We will be  required  to comply with
applicable federal income tax withholding and information reporting requirements
with respect to the amount of ordinary  compensation  income  recognized  by the
optionee. If our board of directors permits shares of common stock to be used to
satisfy tax  withholding,  such shares will be valued at their fair market value
on the date of exercise.

     When a sale of the  acquired  shares  occurs,  an optionee  will  recognize
capital gain or loss equal to the difference  between the sales proceeds and the
tax basis of the  shares.  Such gain or loss will be treated as capital  gain or
loss if the  shares  are  capital  assets.  The  capital  gain  or loss  will be
long-term  capital gain or loss  treatment if the shares have been held for more
than 12 months.  There will be no tax  consequences  to us in connection  with a
sale of shares acquired under an option.
<PAGE>
               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                      ACQUIRED UPON THE EXERCISE OF OPTIONS

     UTMC  employees who receive shares of our common stock upon 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 received upon the exercise of options.

     Pursuant to Section  16(b) of the Exchange  Act, if an  optionee,  while an
officer,  director or holder of ten percent  (10%) or more of our common  stock,
(i)  acquires  any of our equity  securities  (other than shares of common stock
acquired upon the exercise of the options  granted to UTMC  employees or another
of our stock option plans, if the grant is exempt from Section 16(b)),  and (ii)
within  six  months  before or after  such  acquisition  sells any of our equity
securities,  including common stock acquired upon the exercise of options,  then
the optionee will be required to repay to us any profit  attributable to the two
transactions.  Further,  reoffers and resales of common stock  received upon the
exercise  of  options  granted  in  connection  with  the  UTMC  acquisition  by
participants  who are our  "affiliates"  must be  made  pursuant  to a  separate
prospectus or pursuant to the provisions of Rule 144 under the Securities Act or
pursuant to another applicable  exemption from the registration  requirements of
the  Securities  Act.  Such reoffers or resales may not be made pursuant to this
prospectus.

     This document  constitutes  part of a prospectus  covering  securities that
have been registered under the Securities Act of 1933.
<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) and (b) below:

          (a)  The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended June 30, 1999;

          (b)  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. 1-8037),  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 September 27, 1999, Mr. Blau owns 1,269,678  shares of
Common  Stock,  including  4,651  shares  held by the  Blau,  Kramer,  Wactlar &
Lieberman,  P.C. Profit Sharing Plan and 110,058 shares owned by his wife, as to
which Mr.  Blau has  disclaimed  beneficial  ownership,  as well as  options  to
purchase  1,000,000shares  of Common Stock  granted to Mr. Blau  pursuant to the
Registrant's various stock option plans.

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.
<PAGE>
          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  $25,000,000  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  Form of UTMC Option Agreement

          4.2  Form of UTMC Option Agreement.

          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:
<PAGE>
          (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 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.
<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 29th day of October, 1999.

                              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 October 29, 1999 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 and Director
     Leonard Borow            (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
<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

________________________________________________________________________________


                                                         Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number        Exhibit Description                        including Exhibit Pages
-------       -------------------                        -----------------------

4.1       Form of UTMC Option Agreement. . . . .

4.2       Form of UTMC Option Agreement. . . . .

5         Opinion and Consent of Counsel . . . .

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

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

24        Powers of Attorney . . . . . . . . . .          See signature page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26649}]
{"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": "333-90173", "film-number": "99739580"}, "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 - UTMC OPTIONS
                            (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    273,000 shs.(2)        $5.75            $1,569,750          $414.42
       per share
==============================================================================================
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the last reported sales price of the Company's Common Stock on the New York
Stock Exchange on October 28, 1999.
(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 OPTIONS GRANTED TO
                 EMPLOYEES OF UTMC MICROELECTRONIC SYSTEMS, INC.

     In February  1999,  Aeroflex  Incorporated  acquired  all of the issued and
outstanding  common stock of UTMC  Microelectronic  Systems,  Inc. We determined
that it was advisable,  in connection with the acquisition,  to grant options to
certain  employees of UTMC in order to retain people we believe will  contribute
to our success.  Consequently, we granted non-qualified stock options to a total
of 25 UTMC employees covering a total of 273,000 shares of our common stock.

     The stock options have a term of ten years from February 25, 1999, which is
the date of grant.  All but one of the options have an exercise price of $11.625
per share and become  exercisable  (1) 50% on  February  25, 2000 and (2) 50% on
February 25, 2001. The remaining  option to purchase a total of 50,000 shares of
common stock has an exercise price of $13.625 per share and becomes  exercisable
(1) 33 1/3% on August 25, 1999, (2) 33 1/3% on February 25, 2000 and (3) 33 1/3%
on February 25, 2001.

     The options 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
and may be exercised, during the lifetime of the optionee, only by the optionee.

     In the case of all but one of the optionees, if he ceases to be an employee
of UTMC,  he may,  for a two (2) month  period  from the date he stops  being an
employee,  exercise his options to the extent that the options were  exercisable
as of the date of his  termination.  One optionee has a one year period from the
date his  employment  terminates to exercise his options.  To the extent that an
optionee 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 two month or one year period,  the option  terminates.  If an optionee  dies
while she is an  employee  of UTMC , 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  her option at any time  within the
period of two years from the date of her death. If an optionee  becomes disabled
while she is an employee of UTMC,  the  optionee  may exercise her option at any
time  within  the  period of three  years  from the date of  termination  of her
employment  due to the  disability.  In each case the option will be exercisable
only to the  extent  it was  exercisable  on the  date of  such  termination  of
employment.

     In the event of a change in control (as defined in the option agreement) of
our company all options become immediately and fully exercisable.

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

     The  following  is a brief  summary  of the  principal  federal  income tax
consequences under current federal income tax laws relating to the options. This
summary is not  intended  to be  exhaustive.  Among  other  things,  it does not
describe state, local or foreign income tax consequences.

     We  understand  that under  present  federal  tax laws,  the grant of stock
options creates no tax consequences for an optionee or for us. Upon exercising a
nonqualified stock option, the optionee must generally recognize ordinary income
equal to the "spread"  between the  exercise  price and the fair market value of
the common stock on the date of exercise. The fair market value of the shares on
the date of exercise will  constitute the tax basis for the shares for computing
gain or loss on their subsequent sale.

     Compensation that is subject to a substantial risk of forfeiture  generally
is not included in income until the risk of  forfeiture  lapses.  Under  current
law, optionees who are either directors,  officers or more than 10% stockholders
are subject to the "short-swing"  insider trading  restrictions of Section 16(b)
of the Exchange  Act of 1934.  The Section  16(b)  restriction  is  considered a
substantial  risk of  forfeiture  for tax  purposes.  Consequently,  the time of
recognition of  compensation  income and its amount will be determined  when the
restriction  ceases to apply.  The Section 16(b)  restriction  lapses six months
after the date of exercise.

     Nevertheless,  an optionee who is subject to the Section 16(b)  restriction
is entitled to elect to recognize  income on the date of exercise of the option.
The  election  must be made  within  30 days  of the  date of  exercise.  If the
election is made,  the results are the same as if the optionee  were not subject
to the Section 16(b) restriction.

     If  permitted  by our  board  of  directors  and if the  optionee  pays the
exercise price of an option in whole or in part with previously-owned  shares of
common stock, the optionee's tax basis and holding period for the newly-acquired
shares is determined as follows:  As to a number of newly-acquired  shares equal
to the  number  of  previously-owned  shares  used  by the  optionee  to pay the
exercise   price,   the   optionee's  tax  basis  and  holding  period  for  the
previously-owned  shares  will  carry  over to the  newly-acquired  shares  on a
share-for-share   basis,   thereby   deferring   any   gain   inherent   in  the
previously-owned  shares.  As  to  each  remaining  newly  acquired  share,  the
optionee's  tax basis will equal the fair market  value of the share on the date
of exercise and the  optionee's  holding  period will begin on the day after the
exercise date. The optionee's  compensation income and our deduction will not be
affected  by whether the  exercise  price is paid in cash or in shares of common
stock.

     We will  generally  be  entitled  to a  deduction  for  federal  income tax
purposes  at the same time and in the same  amount as an optionee is required to
recognize  ordinary  compensation  income.  We will be  required  to comply with
applicable federal income tax withholding and information reporting requirements
with respect to the amount of ordinary  compensation  income  recognized  by the
optionee. If our board of directors permits shares of common stock to be used to
satisfy tax  withholding,  such shares will be valued at their fair market value
on the date of exercise.

     When a sale of the  acquired  shares  occurs,  an optionee  will  recognize
capital gain or loss equal to the difference  between the sales proceeds and the
tax basis of the  shares.  Such gain or loss will be treated as capital  gain or
loss if the  shares  are  capital  assets.  The  capital  gain  or loss  will be
long-term  capital gain or loss  treatment if the shares have been held for more
than 12 months.  There will be no tax  consequences  to us in connection  with a
sale of shares acquired under an option.
RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                      ACQUIRED UPON THE EXERCISE OF OPTIONS

     UTMC  employees who receive shares of our common stock upon 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 received upon the exercise of options.

     Pursuant to Section  16(b) of the Exchange  Act, if an  optionee,  while an
officer,  director or holder of ten percent  (10%) or more of our common  stock,
(i)  acquires  any of our equity  securities  (other than shares of common stock
acquired upon the exercise of the options  granted to UTMC  employees or another
of our stock option plans, if the grant is exempt from Section 16(b)),  and (ii)
within  six  months  before or after  such  acquisition  sells any of our equity
securities,  including common stock acquired upon the exercise of options,  then
the optionee will be required to repay to us any profit  attributable to the two
transactions.  Further,  reoffers and resales of common stock  received upon the
exercise  of  options  granted  in  connection  with  the  UTMC  acquisition  by
participants  who are our  "affiliates"  must be  made  pursuant  to a  separate
prospectus or pursuant to the provisions of Rule 144 under the Securities Act or
pursuant to another applicable  exemption from the registration  requirements of
the  Securities  Act.  Such reoffers or resales may not be made pursuant to this
prospectus.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

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

          (a)  The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended June 30, 1999;

          (b)  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. 1-8037),  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 September 27, 1999, Mr. Blau owns 1,269,678  shares of
Common  Stock,  including  4,651  shares  held by the  Blau,  Kramer,  Wactlar &
Lieberman,  P.C. Profit Sharing Plan and 110,058 shares owned by his wife, as to
which Mr.  Blau has  disclaimed  beneficial  ownership,  as well as  options  to
purchase  1,000,000shares  of Common Stock  granted to Mr. Blau  pursuant to the
Registrant's various stock option plans.

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 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  $25,000,000  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  Form of UTMC Option Agreement

          4.2  Form of UTMC Option Agreement.

          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 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.
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 29th day of October, 1999.

                              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 October 29, 1999 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 and Director
     Leonard Borow            (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
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       Form of UTMC Option Agreement. . . . .

4.2       Form of UTMC Option Agreement. . . . .

5         Opinion and Consent of Counsel . . . .

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

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

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