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
 incorporation or organization)                             Identification No.)


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

         AEROFLEX INCORPORATED 2002 OUTSIDE DIRECTORS' 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.
                   Kramer, Coleman, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

                            ------------------------
<TABLE>
<CAPTION>

                       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
 <S>                         <C>                   <C>                     <C>                     <C>
  Common Stock,
   par value $.10           525,000 shs.(2)             $6.39                $3,354,750               $308.64
    per share
=======================  ======================= ======================= =======================  ======================
     (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c), based upon
the average of the high and low sales price of the  Company's  common  stock on the Nasdaq  Stock Market on February 14,
2003. (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.
</TABLE>

                                                       II-1

<PAGE>



                              AEROFLEX INCORPORATED

                        SUMMARY OF AEROFLEX INCORPORATED
                    2002 OUTSIDE DIRECTORS' STOCK OPTION PLAN


     The Aeroflex  Incorporated 2002 Outside Directors' Stock Option Plan covers
up to  525,000  shares of common  stock  pursuant  to which  Aeroflex's  outside
directors 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 August 25, 2012,  will be administered by Aeroflex's
board of directors.

     Under the plan, commencing on March 1, 2003, and on each subsequent March 1
during  the  term of the  plan,  non-employee  board  members  will  receive  an
automatic  option grant for 25,000 shares of common stock provided (1) he or she
has served on the board of  directors  at least three full  months  prior to the
date of grant and (2) the grant is subject to his or her continued service as an
outside director.

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

     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 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.

     Stock  options   granted  under  the  plan  become   exercisable   only  in
installments as follows:

o         up to thirty-three and one-third percent (33 1/3%) on the date of
          grant;

o         up to sixty-six and two-thirds percent (66 2/3%) of the subject shares
          on and after the first anniversary of the date of grant; and

o         up to all of the subject shares on and after the second anniversary of
          the date of the grant of such option.

     Upon the exercise of stock option, optionees may pay the exercise price, at
the option of Aeroflex,  in cash, by certified or bank cashiers check, in shares
of common  stock  valued at its fair market  value on the date of  exercise,  in
consideration under any cashless exercise program established by Aeroflex,  or a
combination of the foregoing.

     A stock option is exercisable  during the  optionee's  lifetime only by him
and cannot be exercised by him unless,  at all times since the date of grant and
at the  time of  exercise,  he is  serving  as a  director,  except  that,  upon
termination of his service (other than (1) by death or (2) by total disability),
he may exercise an option for a period of three months after his termination but
only to the extent such option is exercisable on the date of such termination.

     Upon  termination  of all  employment  by total  disability  or death,  the
optionee, the optionee's estate or any person who acquires the right to exercise
such option by bequest or  inheritance  or by reason of the total  disability or
death of the optionee, as the case may be, may exercise such options at any time
within  twelve months after  termination,  but only to the extent such option is
exercisable on the date of such termination.

     In the event of a change in control (as  defined in the plan) of  Aeroflex,
at the  option of the  board , (a) all  options  outstanding  on the date of the
change in control shall become immediately and fully exercisable, and (b) an

                                       -2-

<PAGE>


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 as
Aeroflex's  annual report to shareholders and additional  information  about the
plan and its administration, are available upon written or oral request from the
Secretary 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
participating  employees 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 granted under the plan 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  and (ii)  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

                                       -3-

<PAGE>



optionee will have a basis in the  replacement  shares equal to the basis of the
shares  surrendered,   and  the  optionee's  holding  period  (for  purposes  of
determining  entitlement  to  short-term  or  long-term  capital  gain  or  loss
treatment on a subsequent  disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.

     In the event that the optionee  receives any additional  shares in addition
to the  replacement  shares on such  exercise,  then (i) the  excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares  surrendered  plus any cash  payments  made by the optionee on the
exercise  of the  option  will be treated as  compensation  taxable as  ordinary
income,(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 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, 2002;

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

          (c)      The Registrant's proxy statement filed on October 7,
                   2002;

          (d)      The Registrant's Current Report on Form 8-K dated
                   December 23, 2002; and

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

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

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         None.

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.


                                       -5-

<PAGE>



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

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         4.1      Aeroflex Incorporated 2002 Outside Directors' Stock Option
                  Plan.

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

         23.1     Consent of Kramer, Coleman, 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


                                       -6-

<PAGE>


             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.

                                       -7-

<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 19th day of February, 2003.



                              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  February  19,  2003 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
-------------------------------------------    (Chief Financial Officer and
       Michael Gorin                           Principal Accounting Officer)

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

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

/s/Milton Brenner
-------------------------------------------
       Milton Brenner                          Director

/s/Ernest K. Courchene, Jr.
-------------------------------------------
       Ernest E. Courchene, Jr.                Director

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

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

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

/s/Joseph Pompeo
-------------------------------------------
       Joseph Pompeo                           Director


                                       -8-
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{"company-data": {"conformed-name": "AEROFLEX INC", "cik": "0000002601", "assigned-sic": "3674", "irs-number": "111974412", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103322", "film-number": "03573114"}, "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": "AEROFLEX LABORATORIES INC", "date-changed": "19851119"}, {"former-conformed-name": "ARX INC", "date-changed": "19920703"}]}
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
 incorporation or organization)                             Identification No.)

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

         AEROFLEX INCORPORATED 2002 OUTSIDE DIRECTORS' 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.
                   Kramer, Coleman, 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           525,000 shs.(2)             $6.39                $3,354,750               $308.64
    per share
=======================  ======================= ======================= =======================  ======================
     (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c), based upon
the average of the high and low sales price of the  Company's  common  stock on the Nasdaq  Stock Market on February 14,
2003. (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.
II-1
AEROFLEX INCORPORATED

                        SUMMARY OF AEROFLEX INCORPORATED
                    2002 OUTSIDE DIRECTORS' STOCK OPTION PLAN

     The Aeroflex  Incorporated 2002 Outside Directors' Stock Option Plan covers
up to  525,000  shares of common  stock  pursuant  to which  Aeroflex's  outside
directors 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 August 25, 2012,  will be administered by Aeroflex's
board of directors.

     Under the plan, commencing on March 1, 2003, and on each subsequent March 1
during  the  term of the  plan,  non-employee  board  members  will  receive  an
automatic  option grant for 25,000 shares of common stock provided (1) he or she
has served on the board of  directors  at least three full  months  prior to the
date of grant and (2) the grant is subject to his or her continued service as an
outside director.

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

     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 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.

     Stock  options   granted  under  the  plan  become   exercisable   only  in
installments as follows:

o         up to thirty-three and one-third percent (33 1/3%) on the date of
          grant;

o         up to sixty-six and two-thirds percent (66 2/3%) of the subject shares
          on and after the first anniversary of the date of grant; and

o         up to all of the subject shares on and after the second anniversary of
          the date of the grant of such option.

     Upon the exercise of stock option, optionees may pay the exercise price, at
the option of Aeroflex,  in cash, by certified or bank cashiers check, in shares
of common  stock  valued at its fair market  value on the date of  exercise,  in
consideration under any cashless exercise program established by Aeroflex,  or a
combination of the foregoing.

     A stock option is exercisable  during the  optionee's  lifetime only by him
and cannot be exercised by him unless,  at all times since the date of grant and
at the  time of  exercise,  he is  serving  as a  director,  except  that,  upon
termination of his service (other than (1) by death or (2) by total disability),
he may exercise an option for a period of three months after his termination but
only to the extent such option is exercisable on the date of such termination.

     Upon  termination  of all  employment  by total  disability  or death,  the
optionee, the optionee's estate or any person who acquires the right to exercise
such option by bequest or  inheritance  or by reason of the total  disability or
death of the optionee, as the case may be, may exercise such options at any time
within  twelve months after  termination,  but only to the extent such option is
exercisable on the date of such termination.

     In the event of a change in control (as  defined in the plan) of  Aeroflex,
at the  option of the  board , (a) all  options  outstanding  on the date of the
change in control shall become immediately and fully exercisable, and (b) an

                                       -2-
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 as
Aeroflex's  annual report to shareholders and additional  information  about the
plan and its administration, are available upon written or oral request from the
Secretary 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
participating  employees 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 granted under the plan 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  and (ii)  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

                                       -3-
optionee will have a basis in the  replacement  shares equal to the basis of the
shares  surrendered,   and  the  optionee's  holding  period  (for  purposes  of
determining  entitlement  to  short-term  or  long-term  capital  gain  or  loss
treatment on a subsequent  disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.

     In the event that the optionee  receives any additional  shares in addition
to the  replacement  shares on such  exercise,  then (i) the  excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares  surrendered  plus any cash  payments  made by the optionee on the
exercise  of the  option  will be treated as  compensation  taxable as  ordinary
income,(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 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, 2002;

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

          (c)      The Registrant's proxy statement filed on October 7,
                   2002;

          (d)      The Registrant's Current Report on Form 8-K dated
                   December 23, 2002; and

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

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

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         None.

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.

                                       -5-
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  $1,000,000.  The  Registrant  has
entered  into  Indemnification  Agreements  with  certain  of its  officers  and
directors.  The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature  whatsoever  (including  attorneys' fees and related
disbursements)  actually and reasonably  incurred in connection  with either the
investigation,  defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         4.1      Aeroflex Incorporated 2002 Outside Directors' Stock Option
                  Plan.

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

         23.1     Consent of Kramer, Coleman, 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

                                       -6-
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.

                                       -7-
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 19th day of February, 2003.

                              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  February  19,  2003 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
-------------------------------------------    (Chief Financial Officer and
       Michael Gorin                           Principal Accounting Officer)

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

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

/s/Milton Brenner
-------------------------------------------
       Milton Brenner                          Director

/s/Ernest K. Courchene, Jr.
-------------------------------------------
       Ernest E. Courchene, Jr.                Director

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

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

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

/s/Joseph Pompeo
-------------------------------------------
       Joseph Pompeo                           Director

                                       -8-