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 - OPTIONS FOR EMPLOYEES OF RACAL INSTRUMENTS WIRELESS
                   SOLUTIONS GROUP AND MCE TECHNOLOGIES, INC.
                            (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

  <S>                          <C>                 <C>                 <C>              <C>
    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         710,356 shs.(2)       $ 9.335           $6,631,173.26          $ 536.46
       per share
=====================   =================== =================== ====================  =================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Company's Common Stock on the
Nasdaq National Market on September 2, 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 Options.




                              AEROFLEX INCORPORATED

                          SUMMARY OF OPTIONS GRANTED TO

             EMPLOYEES OF RACAL INSTRUMENTS WIRELESS SOLUTIONS GROUP

                           AND MCE TECHNOLOGIES, INC.

         In July 2003, Aeroflex Incorporated acquired, through certain of its
subsidiaries, the wireless solutions business of Racal Instruments. In September
2003, Aeroflex Incorporated acquired all of the issued and outstanding common
stock of MCE Technologies, Inc. We determined that it was advisable, in
connection with each acquisition, to grant options to certain employees of Racal
and MCE in order to retain people we believe will contribute to our success.
Consequently, we granted non-qualified stock options to purchase 200,000 shares
to a total of 27 Racal employees and non-qualified stock options to
purchase 510,356 shares to a total of 83 MCE employees.

         All of the stock options, other than one of the options granted to an
MCE employee, have a term of ten years from the date of grant.

o Options to Racal employees all have the following terms:

         o an exercise price of $8.10 per share, the fair market value on the
           date of grant; and
         o become exercisable 25% on each of the first, second, third and fourth
           anniversaries of the date of grant.

o Options granted to MCE employees have the following terms:

         o one option for an aggregate 249,000 shares has an exercise price of
           $2.879 per share and expires on December 10, 2004;
         o 83 options for an aggregate 261,356 shares have an exercise price of
           $9.59, the fair market value on the date of grant;
         o of the above-listed options:
                 o  options for an aggregate 316,356 shares are fully vested;
                    and
                 o  options for an aggregate 194,000 shares become exercisable
                    25% on each of the first, second, third and fourth
                    anniversaries of the date of grant.

         The options may not be sold, pledged, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the optionee, only by
the optionee.

         If any optionee ceases to be an employee, he may, for a three (3) month
period from the date he stops being an employee, exercise his options to the
extent that the options were exercisable as of the date of his termination. To
the extent that an optionee was not entitled to exercise an option at the date
of such termination, or he does not exercise the option (which he was entitled
to exercise) within the three month period, the option terminates. If an
optionee becomes disabled while he is an employee, the optionee may exercise
his option at any time within the period of one year from the date of
termination of his employment due to the disability. In each case the option
will be exercisable only to the extent it was exercisable on the date of such
termination of employment. If an optionee dies while he is an employee or within
one year after termination due to total disability, 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 his option at any time
within the period of three years from the date of his death and as to all of the
shares subject to the option. If an optionee dies within the three month period
following his termination, other than termination due to total disability, 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
his option at any time within the period of three years from the date of his
death only to the extent it was exercisable on the date of such termination of
employment. In the event of a termination of the optionee "for cause", as
defined in the options, each option immediately terminates.


                                       -2-


<PAGE>


         In the event of a change in control (as defined in the option
agreement) of our company, at the option of Aeroflex's Board of Directors, all
options become immediately and fully exercisable.

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

                         FEDERAL INCOME TAX CONSEQUENCES

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

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

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

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

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

         We will generally be entitled to a deduction for federal income tax
purposes at the same time and in the same amount as an optionee is required to
recognize ordinary compensation income. We will be required to comply with
applicable federal income tax withholding and information reporting requirements
with respect to the amount of ordinary compensation income recognized by the
optionee. If


                                       -3-

<PAGE>



our board of directors permits shares of common stock to be used to satisfy tax
withholding, such shares will be valued at their fair market value on the date
of exercise.

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

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK

                      ACQUIRED UPON THE EXERCISE OF OPTIONS

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

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

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


                                       -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) and (b) below:

                  (a)      The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended June 30, 2002 (except for
                           Aeroflex's consolidated financial statements as of
                           and for each of the years in the three-year period
                           ended June 30, 2002 and the related schedule, which
                           have been superceded by the consolidated financial
                           statements and related schedule included in
                           Aeroflex's current report on Form 8-K, filed on July
                           21, 2003);

                  (b)      The Registrant's Quarterly Reports on Form 10-Q for
                           the fiscal quarters ended September 30, 2002,
                           December 31, 2002 and March 31, 2003;

                  (c)      The Registrant's Reports on Form 8-K and 8-K/A filed
                           on August 2, 2002, December 23, 2002, July 2, 2003,
                           July 21, 2003 and August 5, 2003;

                  (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.
         ---------------------------------------

                  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.


                                      II-1

<PAGE>



                  Under such law, to the extent that such person is successful
on the merits of defense of a suit or proceeding brought against him by reason
of the fact that he is a director or officer of Registrant, he shall be
indemnified against expenses (including attorneys' fees) reasonably incurred in
connection with such action.

                  If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.

                  If unsuccessful in defense of a suit brought by or in the
right of Registrant, or if such suit is settled, such a person shall be
indemnified under such law only against expenses (including attorneys' fees)
incurred in the defense or settlement of such suit if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of Registrant except that if such a person is adjudicated to be liable
in such suit for negligence or misconduct in the performance of his duty to
Registrant, he cannot be made whole even for expenses unless the court
determines that he is fairly and reasonably entitled to be indemnified for such
expenses.

                  The officers and directors of the Registrant are covered by
officers' and directors' liability insurance. The policy coverage is $50,000,000
which includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $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      Form of MCE Option Agreement

          4.2      Form of fully-vested MCE Option Agreement

          4.3      Form of Racal Option Agreement

          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.


                                      II-2


<PAGE>



 Item 9.  Undertakings.
          ------------

                  (a) The undersigned Registrant hereby undertakes:

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

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

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

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement; provided, however, that
                           paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if
                           the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed by the Registrant
                           pursuant to section 13 or section 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement.

                  (2) That, for the purposes of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                  (b) The  undersigned  Registrant  hereby undertakes  that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's  annual  report  pursuant to Section  13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

                 (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its

                                      II-3


<PAGE>



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-4


<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 8th day of September, 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 September 8, 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
      Michael Gorin             (Chief Financial Officer and Principal
                                Accounting Officer)
/s/Leonard Borow
------------------------------  Executive Vice President, Secretary and Director
      Leonard Borow             (Chief Operating Officer)

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

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

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

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

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

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

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


                                      II-5


<PAGE>


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                             AEROFLEX INCORPORATED
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                         Form S-8 Registration Statement


                             E X H I B I T  I N D E X

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

 4.1      Form of MCE Option Agreement

 4.2      Form of fully-vested MCE Option Agreement

 4.3      Form of Racal Option Agreement

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

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

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

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



                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "regstmts-8.txt", "description": "REGISTRATION STATEMENT FOR OPTIONS FOR EMPLOYEES", "secsgml_size_bytes": 29223}]
{"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": "333-108606", "film-number": "03886259"}, "business-address": {"street1": "35 S SERVICE RD", "city": "PLAINVIEW", "state": "NY", "zip": "11803", "phone": "5166946700"}, "mail-address": {"street1": "35 S SERVICE ROAD", "city": "PLAINVIEW", "state": "NY", "zip": "11803"}, "former-company": [{"former-conformed-name": "ARX INC", "date-changed": "19920703"}, {"former-conformed-name": "AEROFLEX LABORATORIES INC", "date-changed": "19851119"}]}
Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                              AEROFLEX INCORPORATED

             (Exact name of registrant as specified in its charter)

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

    35 SOUTH SERVICE ROAD, PLAINVIEW,  NEW YORK             11803
      (Address of principal executive offices)            (Zip Code)

   AEROFLEX INCORPORATED - OPTIONS FOR EMPLOYEES OF RACAL INSTRUMENTS WIRELESS
                   SOLUTIONS GROUP AND MCE TECHNOLOGIES, INC.
                            (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         710,356 shs.(2)       $ 9.335           $6,631,173.26          $ 536.46
       per share
=====================   =================== =================== ====================  =================
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Company's Common Stock on the
Nasdaq National Market on September 2, 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 Options.

                              AEROFLEX INCORPORATED

                          SUMMARY OF OPTIONS GRANTED TO

             EMPLOYEES OF RACAL INSTRUMENTS WIRELESS SOLUTIONS GROUP

                           AND MCE TECHNOLOGIES, INC.

         In July 2003, Aeroflex Incorporated acquired, through certain of its
subsidiaries, the wireless solutions business of Racal Instruments. In September
2003, Aeroflex Incorporated acquired all of the issued and outstanding common
stock of MCE Technologies, Inc. We determined that it was advisable, in
connection with each acquisition, to grant options to certain employees of Racal
and MCE in order to retain people we believe will contribute to our success.
Consequently, we granted non-qualified stock options to purchase 200,000 shares
to a total of 27 Racal employees and non-qualified stock options to
purchase 510,356 shares to a total of 83 MCE employees.

         All of the stock options, other than one of the options granted to an
MCE employee, have a term of ten years from the date of grant.

o Options to Racal employees all have the following terms:

         o an exercise price of $8.10 per share, the fair market value on the
           date of grant; and
         o become exercisable 25% on each of the first, second, third and fourth
           anniversaries of the date of grant.

o Options granted to MCE employees have the following terms:

         o one option for an aggregate 249,000 shares has an exercise price of
           $2.879 per share and expires on December 10, 2004;
         o 83 options for an aggregate 261,356 shares have an exercise price of
           $9.59, the fair market value on the date of grant;
         o of the above-listed options:
                 o  options for an aggregate 316,356 shares are fully vested;
                    and
                 o  options for an aggregate 194,000 shares become exercisable
                    25% on each of the first, second, third and fourth
                    anniversaries of the date of grant.

         The options may not be sold, pledged, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the optionee, only by
the optionee.

         If any optionee ceases to be an employee, he may, for a three (3) month
period from the date he stops being an employee, exercise his options to the
extent that the options were exercisable as of the date of his termination. To
the extent that an optionee was not entitled to exercise an option at the date
of such termination, or he does not exercise the option (which he was entitled
to exercise) within the three month period, the option terminates. If an
optionee becomes disabled while he is an employee, the optionee may exercise
his option at any time within the period of one year from the date of
termination of his employment due to the disability. In each case the option
will be exercisable only to the extent it was exercisable on the date of such
termination of employment. If an optionee dies while he is an employee or within
one year after termination due to total disability, 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 his option at any time
within the period of three years from the date of his death and as to all of the
shares subject to the option. If an optionee dies within the three month period
following his termination, other than termination due to total disability, 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
his option at any time within the period of three years from the date of his
death only to the extent it was exercisable on the date of such termination of
employment. In the event of a termination of the optionee "for cause", as
defined in the options, each option immediately terminates.

                                       -2-
In the event of a change in control (as defined in the option
agreement) of our company, at the option of Aeroflex's Board of Directors, all
options become immediately and fully exercisable.

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

                         FEDERAL INCOME TAX CONSEQUENCES

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

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

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

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

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

         We will generally be entitled to a deduction for federal income tax
purposes at the same time and in the same amount as an optionee is required to
recognize ordinary compensation income. We will be required to comply with
applicable federal income tax withholding and information reporting requirements
with respect to the amount of ordinary compensation income recognized by the
optionee. If

                                       -3-
our board of directors permits shares of common stock to be used to satisfy tax
withholding, such shares will be valued at their fair market value on the date
of exercise.

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

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK

                      ACQUIRED UPON THE EXERCISE OF OPTIONS

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

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

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

                                       -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) and (b) below:

                  (a)      The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended June 30, 2002 (except for
                           Aeroflex's consolidated financial statements as of
                           and for each of the years in the three-year period
                           ended June 30, 2002 and the related schedule, which
                           have been superceded by the consolidated financial
                           statements and related schedule included in
                           Aeroflex's current report on Form 8-K, filed on July
                           21, 2003);

                  (b)      The Registrant's Quarterly Reports on Form 10-Q for
                           the fiscal quarters ended September 30, 2002,
                           December 31, 2002 and March 31, 2003;

                  (c)      The Registrant's Reports on Form 8-K and 8-K/A filed
                           on August 2, 2002, December 23, 2002, July 2, 2003,
                           July 21, 2003 and August 5, 2003;

                  (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.
         ---------------------------------------

                  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.

                                      II-1
Under such law, to the extent that such person is successful
on the merits of defense of a suit or proceeding brought against him by reason
of the fact that he is a director or officer of Registrant, he shall be
indemnified against expenses (including attorneys' fees) reasonably incurred in
connection with such action.

                  If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.

                  If unsuccessful in defense of a suit brought by or in the
right of Registrant, or if such suit is settled, such a person shall be
indemnified under such law only against expenses (including attorneys' fees)
incurred in the defense or settlement of such suit if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of Registrant except that if such a person is adjudicated to be liable
in such suit for negligence or misconduct in the performance of his duty to
Registrant, he cannot be made whole even for expenses unless the court
determines that he is fairly and reasonably entitled to be indemnified for such
expenses.

                  The officers and directors of the Registrant are covered by
officers' and directors' liability insurance. The policy coverage is $50,000,000
which includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $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      Form of MCE Option Agreement

          4.2      Form of fully-vested MCE Option Agreement

          4.3      Form of Racal Option Agreement

          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.

                                      II-2
Item 9.  Undertakings.
          ------------

                  (a) The undersigned Registrant hereby undertakes:

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

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

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

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement; provided, however, that
                           paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if
                           the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed by the Registrant
                           pursuant to section 13 or section 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement.

                  (2) That, for the purposes of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                  (b) The  undersigned  Registrant  hereby undertakes  that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's  annual  report  pursuant to Section  13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

                 (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its

                                      II-3
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-4
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 8th day of September, 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 September 8, 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
      Michael Gorin             (Chief Financial Officer and Principal
                                Accounting Officer)
/s/Leonard Borow
------------------------------  Executive Vice President, Secretary and Director
      Leonard Borow             (Chief Operating Officer)

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

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

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

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

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

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

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

                                      II-5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                             AEROFLEX INCORPORATED
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                         Form S-8 Registration Statement

                             E X H I B I T  I N D E X

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

 4.1      Form of MCE Option Agreement

 4.2      Form of fully-vested MCE Option Agreement

 4.3      Form of Racal Option Agreement

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

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

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

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

                                      II-6