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

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                    FORM S-8

                             REGISTRATION STATEMENT

                                     under

                           THE SECURITIES ACT OF 1933
                                -----------------

                             AEROFLEX INCORPORATED
             (Exact name of registrant as specified in its charter)

           Delaware                                    11-1974412
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

   35 South Service Road, Plainview, New York             11803
    (Address of principal executive offices)            (Zip Code)

                  AEROFLEX INCORPORATED 2000 STOCK OPTION PLAN
                            (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       3,875,000 shs.(2)       $21.375              $82,828,125            $21,867
    per share
================================================================================
<FN>
(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 January 10, 2001.
(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 AEROFLEX INCORPORATED
                             2000 STOCK OPTION PLAN


     In March  2000,  in order to  attract  and  retain  persons  necessary  for
Aeroflex's  success,  its board of directors  adopted the Aeroflex  Incorporated
2000 Stock Option Plan. The Board of Directors increased the number of shares of
common stock under the plan in October 2000.  As amended,  the plan covers up to
3,875,000  shares of common  stock (as  adjusted  to give  effect to  Aeroflex's
5-for-4  stock  split and 2-for-1  stock  split),  pursuant to which  directors,
officers and employees of, and consultants to, Aeroflex and its subsidiaries and
affiliates,  are  eligible to receive  non-qualified  stock  options.  Shares of
common stock issued upon the  exercise of options  granted  pursuant to the plan
will generally be from  Aeroflex's  authorized  but unissued  shares or treasury
shares.  The plan,  which  expires on March 21, 2010,  will be  administered  by
Aeroflex's  board  of  directors  or a  committee  designated  by the  board  of
directors  consisting of two or more members of the board,  all of whom shall be
non-employee  directors.  Members  of each class of the board of  directors  are
elected every three years for three year terms by Aeroflex stockholders. Members
of the committee  which  administers  the plan may be removed or replaced at any
time by the board of  directors.  The selection of  participants,  allotments of
shares,  determination of price and other conditions relating to options will be
determined by the board of directors,  or the committee, in its sole discretion,
subject to the limitations of the plan.

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

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

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

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

     In the event of a change in control (as  defined in the plan) of  Aeroflex,
at the option of the board or the committee,  (a) all options outstanding on the
date of the change in control shall become  immediately  and fully  exercisable,
and (b) an optionee will be permitted to surrender for cancellation within sixty
(60) days after the change in control  any option or portion of an option  which
was granted more than six (6) months prior to the date of such surrender, to the
extent not yet  exercised,  and to receive a cash  payment in an amount equal to
the excess,  if any, of the fair market  value (as defined in the plan),  on the
date of  surrender,  of the  shares of common  stock  subject  to the  option or
portion thereof surrendered, over the aggregate purchase price for such shares.

     Aeroflex's  reports and  registration  statements filed with the Securities
and Exchange  Commission  pursuant to the provisions of the Securities  Exchange
Act of 1934  are  incorporated  by reference herein and these documents, as well

                                       2

<PAGE>
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.

     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

                                       3

<PAGE>

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

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

     Information Reporting

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

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

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

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

     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.

                                       4

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------
     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (d) below:

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

     (b)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 2000;

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

     (d)  The  description  of the class of  securities  to be offered  which is
          contained in a  registration  statement  filed under Section 12 of the
          Securities  Exchange Act of 1934 (File No.000-  02324),  including any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.
         --------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
     Harvey R. Blau, the Chairman and Chief Executive Officer of the Registrant,
is a member of Blau, Kramer,  Wactlar & Lieberman,  P.C. As of January 10, 2001,
Mr. Blau owns  2,761,230  shares of the  Registrant's  common  stock,  including
options to purchase 2,511,390 shares of common stock granted pursuant to certain
of the  Registrant's  stock option plans,  118,944  shares owned by his wife, to
which Mr. Blau  disclaims  beneficial  ownership  and 11,626 shares owned by the
Blau,  Kramer,  Wactlar & Lieberman,  P.C. Profit Sharing Plan. Other members of
the firm own an aggregate 1,800 shares of the Registrant's common stock. For the
year ended June 30, 2000, the Registrant  paid  approximately  $324,000 in legal
fees to the firm.

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

                                      II-1

<PAGE>
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  $250,000.  The  Registrant  has
entered  into  Indemnification  Agreements  with  certain  of its  officers  and
directors.  The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature  whatsoever  (including  attorneys' fees and related
disbursements)  actually and reasonably  incurred in connection  with either the
investigation,  defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an indemnitee.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------
     Not applicable.

Item 8.   Exhibits.
          --------
               4.1  Aeroflex Incorporated 2000 Stock Option Plan, as amended.

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

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

               23.2 Consent of KPMG LLP.

               24   Powers of Attorney.

 Item 9.  Undertakings.
          ------------
               (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
                    of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                                     II-2


<PAGE>

                    (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.

                                      II-3

<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Plainview, New York on the 11th day of January, 2001.

                             AEROFLEX INCORPORATED


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

                               POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has  been  signed  on  January  11,  2001 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Michael Gorin and Leonard Borow, and each
of them  acting  individually,  with full  power of  substitution,  our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable  Aeroflex  Incorporated to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and confirming all that said  attorneys-  in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

       Signature                     Title

/s/ Harvey R. Blau
------------------------      Chairman of the Board
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


________________________      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 2000 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,
  par value $.10       3,875,000 shs.(2)       $21.375              $82,828,125            $21,867
    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 January 10, 2001.
(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
                             2000 STOCK OPTION PLAN

     In March  2000,  in order to  attract  and  retain  persons  necessary  for
Aeroflex's  success,  its board of directors  adopted the Aeroflex  Incorporated
2000 Stock Option Plan. The Board of Directors increased the number of shares of
common stock under the plan in October 2000.  As amended,  the plan covers up to
3,875,000  shares of common  stock (as  adjusted  to give  effect to  Aeroflex's
5-for-4  stock  split and 2-for-1  stock  split),  pursuant to which  directors,
officers and employees of, and consultants to, Aeroflex and its subsidiaries and
affiliates,  are  eligible to receive  non-qualified  stock  options.  Shares of
common stock issued upon the  exercise of options  granted  pursuant to the plan
will generally be from  Aeroflex's  authorized  but unissued  shares or treasury
shares.  The plan,  which  expires on March 21, 2010,  will be  administered  by
Aeroflex's  board  of  directors  or a  committee  designated  by the  board  of
directors  consisting of two or more members of the board,  all of whom shall be
non-employee  directors.  Members  of each class of the board of  directors  are
elected every three years for three year terms by Aeroflex stockholders. Members
of the committee  which  administers  the plan may be removed or replaced at any
time by the board of  directors.  The selection of  participants,  allotments of
shares,  determination of price and other conditions relating to options will be
determined by the board of directors,  or the committee, in its sole discretion,
subject to the limitations of the plan.

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

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

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

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

     In the event of a change in control (as  defined in the plan) of  Aeroflex,
at the option of the board or the committee,  (a) all options outstanding on the
date of the change in control shall become  immediately  and fully  exercisable,
and (b) an optionee will be permitted to surrender for cancellation within sixty
(60) days after the change in control  any option or portion of an option  which
was granted more than six (6) months prior to the date of such surrender, to the
extent not yet  exercised,  and to receive a cash  payment in an amount equal to
the excess,  if any, of the fair market  value (as defined in the plan),  on the
date of  surrender,  of the  shares of common  stock  subject  to the  option or
portion thereof surrendered, over the aggregate purchase price for such shares.

     Aeroflex's  reports and  registration  statements filed with the Securities
and Exchange  Commission  pursuant to the provisions of the Securities  Exchange
Act of 1934  are  incorporated  by reference herein and these documents, as well

                                       2
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.

     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

                                       3
of all of the  shares  received  over  the sum of the fair  market  value of the
shares  surrendered  plus any cash payments made by the optionee on the exercise
of the option will be treated as  compensation  taxable as ordinary  income (and
subject to withholding), (ii) the optionee's basis in the additional shares will
be equal to the sum of the amount taxed as ordinary  income on exercise plus the
amount of any cash payments made on exercise,  and (iii) the holding  period for
the additional  shares (for purposes of determining  entitlement to long-term or
short-term  capital gain or loss  treatment on a subsequent  disposition  of the
additional  shares)  will  begin when such  additional  shares are issued to the
optionee.

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

     Information Reporting

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

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

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

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

     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.

                                       4
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------
     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (d) below:

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

     (b)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 2000;

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

     (d)  The  description  of the class of  securities  to be offered  which is
          contained in a  registration  statement  filed under Section 12 of the
          Securities  Exchange Act of 1934 (File No.000-  02324),  including any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.
         --------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
     Harvey R. Blau, the Chairman and Chief Executive Officer of the Registrant,
is a member of Blau, Kramer,  Wactlar & Lieberman,  P.C. As of January 10, 2001,
Mr. Blau owns  2,761,230  shares of the  Registrant's  common  stock,  including
options to purchase 2,511,390 shares of common stock granted pursuant to certain
of the  Registrant's  stock option plans,  118,944  shares owned by his wife, to
which Mr. Blau  disclaims  beneficial  ownership  and 11,626 shares owned by the
Blau,  Kramer,  Wactlar & Lieberman,  P.C. Profit Sharing Plan. Other members of
the firm own an aggregate 1,800 shares of the Registrant's common stock. For the
year ended June 30, 2000, the Registrant  paid  approximately  $324,000 in legal
fees to the firm.

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

                                      II-1
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  $250,000.  The  Registrant  has
entered  into  Indemnification  Agreements  with  certain  of its  officers  and
directors.  The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature  whatsoever  (including  attorneys' fees and related
disbursements)  actually and reasonably  incurred in connection  with either the
investigation,  defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an indemnitee.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------
     Not applicable.

Item 8.   Exhibits.
          --------
               4.1  Aeroflex Incorporated 2000 Stock Option Plan, as amended.

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

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

               23.2 Consent of KPMG LLP.

               24   Powers of Attorney.

 Item 9.  Undertakings.
          ------------
               (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
                    of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                                     II-2
(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.

                                      II-3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Plainview, New York on the 11th day of January, 2001.

                             AEROFLEX INCORPORATED

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

                               POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has  been  signed  on  January  11,  2001 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Michael Gorin and Leonard Borow, and each
of them  acting  individually,  with full  power of  substitution,  our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable  Aeroflex  Incorporated to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and confirming all that said  attorneys-  in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

       Signature                     Title

/s/ Harvey R. Blau
------------------------      Chairman of the Board
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

________________________      Director
John S. Patton