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 1999 STOCK OPTION PLAN
                            (Full Title of the Plan)

                            Michael Gorin, President
                              Aeroflex Incorporated
                              35 South Service Road

                            Plainview, New York 11803
                     (Name and address of agent for service)

                                 (516) 694-6700
          (Telephone number, including area code, of agent for service)
                          ---------------------------
                                    copy to:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
                          ---------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
    Title of Each                       Proposed Minimum     Proposed Maximum
 Class of Securities    Amount to be   Offering Price Per   Aggregate Offering      Amount of
  To be Registered       Registered       Security (1)          Price (1)       Registration Fee
------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                <C>                    <C>
  Common Stock,
   par value $.10      900,000 shs.(2)      $39.0625           $35,156,250            $9,774
    per share
================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the last reported sales price of the Company's Common Stock on the New York
Stock Exchange on February 28, 2000.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Plan.
================================================================================================
</FN>
</TABLE>
<PAGE>
                              AEROFLEX INCORPORATED

                        SUMMARY OF AEROFLEX INCORPORATED
                       1999 STOCK OPTION PLAN, AS AMENDED


     In August 1999,  in order to attract and retain  persons  necessary for the
success of the Company, the Company adopted the Aeroflex Incorporated 1999 Stock
Option Plan (the "Plan"). The Plan was approved by the Company's stockholders on
January 6,  2000.  The Plan,  as  amended,  covers up to  900,000  shares of the
Company's Common Stock, pursuant to which directors,  officers and employees of,
and  consultants  to, the  Company  and its  subsidiaries  and  affiliates,  are
eligible to receive  non-qualified stock options.  Shares of Common Stock issued
upon the exercise of options granted pursuant to the Plan will generally be from
the Company's authorized but unissued shares or treasury shares. The Plan, which
expires on August 10, 2009,  will be administered by the Board of Directors or a
committee  designated by the Board of Directors (the "Committee")  consisting of
two or more  members of the Board all of whom shall be  non-employee  directors.
Members of each class of the Board of  Directors  are elected  every three years
for  three  year  terms  by the  stockholders  of the  Company.  Members  of the
Committee  which  administers the Plan may be removed or replaced at any time by
the Board of  Directors.  The selection of  participants,  allotments of shares,
determination  of  price  and  other  conditions  relating  to  options  will be
determined by the Board of Directors,  or the Committee, in its sole discretion,
subject to the limitations of the Plan.

     The Plan may be amended,  suspended or terminated by the Board of Directors
or the Committee.

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

     Options   granted   pursuant  to  the  Plan  may  not  be  sold,   pledged,
hypothecated,  transferred or disposed of in any manner other than by will or by
the laws of descent or distribution  or, to the extent permitted by the Board or
the  Committee,  to (i) a member or members  of the  optionee's  family,  (ii) a
trust,  (iii) a family limited  partnership,  or (iv) a similar estate  planning
vehicle primarily for members of the optionee's family.

     If any optionee ceases to serve as an employee of the Company,  he may, but
only  within  two (2) years  after the date he ceases to be an  employee  of the
Company,  exercise his options to the extent that he was entitled to exercise it
as of the date of such  termination.  To the extent that he was not  entitled to
exercise an option at the date of such termination, or he does not exercise such
option  (which he was entitled to exercise)  within the time  specified  herein,
such option shall terminate.  Notwithstanding the foregoing, in the event of the
death  of an  optionee  (i)  while  an  employee  of  the  Company,  any  parent
corporation  of the  Company or any  subsidiary,  or (ii) within two years after
termination of all employment  with the Company,  any parent  corporation of the
Company and any  subsidiary  (other than for total  disability)  or (iii) within
five years after  termination  on account of total  disability of all employment
with the Company, any parent corporation of the Company and any subsidiary, such
optionee's  estate or any person who acquires the right to exercise  such option
by bequest or inheritance or by reason of the death of the optionee may exercise
such optionee's Option at any time within the period of five years from the date
of death.  In the case of clauses  (i) and (iii)  above,  such  Option  shall be
exercisable  in full for all the remaining  shares covered  thereby,  but in the
case of clause (ii) such Option shall be  exercisable  only to the extent it was
exercisable on the date of such termination. In no case is an option exercisable
after its expiration date.

     In the  event  of a Change  in  Control  (as  defined  in the  Plan) of the
Company,  at the  option  of  the  Board  or  the  Committee,  (a)  all  options
outstanding on the date of such Change in Control shall become  immediately  and
fully  exercisable,  and (b) an optionee  will be  permitted  to  surrender  for
cancellation  within  sixty (60) days after such 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 (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.
<PAGE>
     The Company's reports and registration statements filed with the Securities
and Exchange  Commission  pursuant to the provisions of the Securities  Exchange
Act of 1934, as amended  ("Exchange  Act") are  incorporated by reference herein
and these documents, as well as the Company's annual report to shareholders, its
latest  prospectus  filed  pursuant to Rule 424(b) under the  Securities  Act of
1933,  as  amended,   and  additional   information   about  the  Plan  and  its
administration, are available upon written or oral request from the Treasurer of
the Company, at the Company's offices at 35 South Service Road,  Plainview,  New
York 11803, (516)694-6700. The Company does not intend to furnish any reports to
participating  employees as to the amount and status of their options under this
Plan.

                         FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax  consequences as
of the date hereof with respect to options  exercised  with cash or Common Stock
or a  combination  of cash and Common  Stock.  This  description  of the Federal
income tax consequences is based upon law and Treasury interpretations in effect
on the date of this  Prospectus  (including  Proposed and Temporary  regulations
which may be changed  when  finalized),  and it should be  understood  that this
summary is not  exhaustive,  that the law may change,  and further  that special
rules may apply with respect to situations not  specifically  discussed  herein.
Careful attention should also be given to state and local tax  consequences.  As
such you are urged to consult with your own qualified tax advisor.

     Exercise of Non-Qualified Options with Cash

     No taxable  income  will be realized  by the  optionee  upon the grant of a
non-qualified  option.  On exercise,  the excess of the fair market value of the
stock at the  time of  exercise  over the  option  price of such  stock  will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise,  (ii) will be subject to withholding  for Federal income tax purposes,
and (iii)  generally  will be an allowable  income tax deduction to the Company.
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  ("Section  16(b)  restrictions")  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 ("Code") 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 ("Replacement Shares"). The optionee will have a
basis in the  Replacement  Shares equal to the basis of the shares  surrendered,
and the optionee's  holding  period (for purposes of determining  entitlement to
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.
<PAGE>
     To the  extent  that  the  optionee  receives  shares  in  addition  to the
Replacement Shares on such exercise ("Additional  Shares"),  then (i) the excess
of the fair market value of all of the shares  received over the sum of the fair
market  value of the  shares  surrendered  plus any  cash  payments  made by the
optionee on the exercise of the option will be treated as  compensation  taxable
as ordinary income (and subject to  withholding),  (ii) the optionee's  basis in
such 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 such 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,  the Company will provide to each
optionee  and to the  appropriate  tax  authorities  information  regarding  the
exercises of non-qualified options on Form W-2.

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

     Participants  in the Plan who receive shares of the Company's  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 the Company, (i) acquires
any equity  security of the Company  (other than Shares of Common Stock acquired
under the Plan or another stock option plan of the Company 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
the Company,  including Common Stock acquired under the Plan, then such optionee
will be  required to repay to the  Company  any profit  attributable  to the two
transactions. Further, reoffers and resales of Common Stock received pursuant to
the  Plan by  participants  who are  "affiliates"  of the  Company  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.

     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.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

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

          (b)  The  Registrant's  Quarterly  Report on Form 10-Q for the  fiscal
               quarters ended September 30, 1999 and December 31, 1999;

          (c)  The description of the class of securities to be offered which is
               contained in a registration  statement  filed under Section 12 of
               the Securities Exchange Act of 1934 (File No. 1-8037),  including
               any  amendment or report  filed for the purpose of updating  such
               description.

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

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

          Not applicable.

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

     Harvey  R.  Blau,  a  member  of the law firm of Blau,  Kramer,  Wactlar  &
Lieberman,  P.C.  ("BKW&L") is Chairman of the Board and Chief Executive Officer
of the  Registrant.  As of February  28, 2000,  Mr. Blau owns 324,417  shares of
Common  Stock,  including  4,651  shares  held by the  Blau,  Kramer,  Wactlar &
Lieberman,  P.C. Profit Sharing Plan and 204,058 shares owned by his wife, as to
which Mr.  Blau has  disclaimed  beneficial  ownership,  as well as  options  to
purchase  1,000,000  shares of Common Stock  granted to Mr. Blau pursuant to the
Registrant's various stock option plans.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

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

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.
<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 $25,000,000  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each loss  under the  policy of  $250,000.  The  Registrant  has
entered  into  Indemnification  Agreements  with  certain  of its  officers  and
directors.  The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature  whatsoever  (including  attorneys' fees and related
disbursements)  actually and reasonably  incurred in connection  with either the
investigation,  defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee.

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

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

          4.1  1999 Stock Option Plan, as amended.

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

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

          23.2 Consent of KPMG LLP.

          24   Powers of Attorney.

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

          (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Plainview, New York on the 29th day of February, 2000.

                         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  29,  2000 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Michael Gorin and Leonard Borow, and each
of them  acting  individually,  with full  power of  substitution,  our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable  Aeroflex  Incorporated to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

          Signature                    Title
          ---------                    -----

 /s/ Harvey R. Blau             Chairman of the Board
     Harvey R. Blau             (Chief Executive Officer)

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

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

 /s/ Paul Abecassis             Director
     Paul Abecassis

 /s/ Milton Brenner             Director
     Milton Brenner

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

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

 /s/ Eugene Novikoff            Director
     Eugene Novikoff

 /s/ John S. Patton             Director
     John S. Patton
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



================================================================================

                              AEROFLEX INCORPORATED

================================================================================



                         Form S-8 Registration Statement


--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------


                                                          Page No. in Sequential

Exhibit                                                  Numbering of all Pages,
Number        Exhibit Description                        including Exhibit Pages
-------       -------------------                        -----------------------
4.1    1999 Stock Option Plan, as amended. . . . . . .            1

5      Opinion and Consent of Counsel. . . . . . . . .            6

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

23.2   Consent of KPMG LLP . . . . . . . . . . . . . .            7

24     Powers of Attorney. . . . . . . . . . . . . . .       See signature page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30788}]
{"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": "333-31654", "film-number": "560790"}, "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 1999 STOCK OPTION PLAN
                            (Full Title of the Plan)

                            Michael Gorin, President
                              Aeroflex Incorporated
                              35 South Service Road

                            Plainview, New York 11803
                     (Name and address of agent for service)

                                 (516) 694-6700
          (Telephone number, including area code, of agent for service)
                          ---------------------------
                                    copy to:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
                          ---------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================================
    Title of Each                       Proposed Minimum     Proposed Maximum
 Class of Securities    Amount to be   Offering Price Per   Aggregate Offering      Amount of
  To be Registered       Registered       Security (1)          Price (1)       Registration Fee
------------------------------------------------------------------------------------------------
Common Stock,
   par value $.10      900,000 shs.(2)      $39.0625           $35,156,250            $9,774
    per share
================================================================================================
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the last reported sales price of the Company's Common Stock on the New York
Stock Exchange on February 28, 2000.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Plan.
================================================================================================
AEROFLEX INCORPORATED

                        SUMMARY OF AEROFLEX INCORPORATED
                       1999 STOCK OPTION PLAN, AS AMENDED

     In August 1999,  in order to attract and retain  persons  necessary for the
success of the Company, the Company adopted the Aeroflex Incorporated 1999 Stock
Option Plan (the "Plan"). The Plan was approved by the Company's stockholders on
January 6,  2000.  The Plan,  as  amended,  covers up to  900,000  shares of the
Company's Common Stock, pursuant to which directors,  officers and employees of,
and  consultants  to, the  Company  and its  subsidiaries  and  affiliates,  are
eligible to receive  non-qualified stock options.  Shares of Common Stock issued
upon the exercise of options granted pursuant to the Plan will generally be from
the Company's authorized but unissued shares or treasury shares. The Plan, which
expires on August 10, 2009,  will be administered by the Board of Directors or a
committee  designated by the Board of Directors (the "Committee")  consisting of
two or more  members of the Board all of whom shall be  non-employee  directors.
Members of each class of the Board of  Directors  are elected  every three years
for  three  year  terms  by the  stockholders  of the  Company.  Members  of the
Committee  which  administers the Plan may be removed or replaced at any time by
the Board of  Directors.  The selection of  participants,  allotments of shares,
determination  of  price  and  other  conditions  relating  to  options  will be
determined by the Board of Directors,  or the Committee, in its sole discretion,
subject to the limitations of the Plan.

     The Plan may be amended,  suspended or terminated by the Board of Directors
or the Committee.

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

     Options   granted   pursuant  to  the  Plan  may  not  be  sold,   pledged,
hypothecated,  transferred or disposed of in any manner other than by will or by
the laws of descent or distribution  or, to the extent permitted by the Board or
the  Committee,  to (i) a member or members  of the  optionee's  family,  (ii) a
trust,  (iii) a family limited  partnership,  or (iv) a similar estate  planning
vehicle primarily for members of the optionee's family.

     If any optionee ceases to serve as an employee of the Company,  he may, but
only  within  two (2) years  after the date he ceases to be an  employee  of the
Company,  exercise his options to the extent that he was entitled to exercise it
as of the date of such  termination.  To the extent that he was not  entitled to
exercise an option at the date of such termination, or he does not exercise such
option  (which he was entitled to exercise)  within the time  specified  herein,
such option shall terminate.  Notwithstanding the foregoing, in the event of the
death  of an  optionee  (i)  while  an  employee  of  the  Company,  any  parent
corporation  of the  Company or any  subsidiary,  or (ii) within two years after
termination of all employment  with the Company,  any parent  corporation of the
Company and any  subsidiary  (other than for total  disability)  or (iii) within
five years after  termination  on account of total  disability of all employment
with the Company, any parent corporation of the Company and any subsidiary, such
optionee's  estate or any person who acquires the right to exercise  such option
by bequest or inheritance or by reason of the death of the optionee may exercise
such optionee's Option at any time within the period of five years from the date
of death.  In the case of clauses  (i) and (iii)  above,  such  Option  shall be
exercisable  in full for all the remaining  shares covered  thereby,  but in the
case of clause (ii) such Option shall be  exercisable  only to the extent it was
exercisable on the date of such termination. In no case is an option exercisable
after its expiration date.

     In the  event  of a Change  in  Control  (as  defined  in the  Plan) of the
Company,  at the  option  of  the  Board  or  the  Committee,  (a)  all  options
outstanding on the date of such Change in Control shall become  immediately  and
fully  exercisable,  and (b) an optionee  will be  permitted  to  surrender  for
cancellation  within  sixty (60) days after such 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 (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.
The Company's reports and registration statements filed with the Securities
and Exchange  Commission  pursuant to the provisions of the Securities  Exchange
Act of 1934, as amended  ("Exchange  Act") are  incorporated by reference herein
and these documents, as well as the Company's annual report to shareholders, its
latest  prospectus  filed  pursuant to Rule 424(b) under the  Securities  Act of
1933,  as  amended,   and  additional   information   about  the  Plan  and  its
administration, are available upon written or oral request from the Treasurer of
the Company, at the Company's offices at 35 South Service Road,  Plainview,  New
York 11803, (516)694-6700. The Company does not intend to furnish any reports to
participating  employees as to the amount and status of their options under this
Plan.

                         FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax  consequences as
of the date hereof with respect to options  exercised  with cash or Common Stock
or a  combination  of cash and Common  Stock.  This  description  of the Federal
income tax consequences is based upon law and Treasury interpretations in effect
on the date of this  Prospectus  (including  Proposed and Temporary  regulations
which may be changed  when  finalized),  and it should be  understood  that this
summary is not  exhaustive,  that the law may change,  and further  that special
rules may apply with respect to situations not  specifically  discussed  herein.
Careful attention should also be given to state and local tax  consequences.  As
such you are urged to consult with your own qualified tax advisor.

     Exercise of Non-Qualified Options with Cash

     No taxable  income  will be realized  by the  optionee  upon the grant of a
non-qualified  option.  On exercise,  the excess of the fair market value of the
stock at the  time of  exercise  over the  option  price of such  stock  will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise,  (ii) will be subject to withholding  for Federal income tax purposes,
and (iii)  generally  will be an allowable  income tax deduction to the Company.
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  ("Section  16(b)  restrictions")  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 ("Code") 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 ("Replacement Shares"). The optionee will have a
basis in the  Replacement  Shares equal to the basis of the shares  surrendered,
and the optionee's  holding  period (for purposes of determining  entitlement to
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.
To the  extent  that  the  optionee  receives  shares  in  addition  to the
Replacement Shares on such exercise ("Additional  Shares"),  then (i) the excess
of the fair market value of all of the shares  received over the sum of the fair
market  value of the  shares  surrendered  plus any  cash  payments  made by the
optionee on the exercise of the option will be treated as  compensation  taxable
as ordinary income (and subject to  withholding),  (ii) the optionee's  basis in
such 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 such 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,  the Company will provide to each
optionee  and to the  appropriate  tax  authorities  information  regarding  the
exercises of non-qualified options on Form W-2.

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

     Participants  in the Plan who receive shares of the Company's  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 the Company, (i) acquires
any equity  security of the Company  (other than Shares of Common Stock acquired
under the Plan or another stock option plan of the Company 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
the Company,  including Common Stock acquired under the Plan, then such optionee
will be  required to repay to the  Company  any profit  attributable  to the two
transactions. Further, reoffers and resales of Common Stock received pursuant to
the  Plan by  participants  who are  "affiliates"  of the  Company  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.

     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.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

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

          (b)  The  Registrant's  Quarterly  Report on Form 10-Q for the  fiscal
               quarters ended September 30, 1999 and December 31, 1999;

          (c)  The description of the class of securities to be offered which is
               contained in a registration  statement  filed under Section 12 of
               the Securities Exchange Act of 1934 (File No. 1-8037),  including
               any  amendment or report  filed for the purpose of updating  such
               description.

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

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

          Not applicable.

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

     Harvey  R.  Blau,  a  member  of the law firm of Blau,  Kramer,  Wactlar  &
Lieberman,  P.C.  ("BKW&L") is Chairman of the Board and Chief Executive Officer
of the  Registrant.  As of February  28, 2000,  Mr. Blau owns 324,417  shares of
Common  Stock,  including  4,651  shares  held by the  Blau,  Kramer,  Wactlar &
Lieberman,  P.C. Profit Sharing Plan and 204,058 shares owned by his wife, as to
which Mr.  Blau has  disclaimed  beneficial  ownership,  as well as  options  to
purchase  1,000,000  shares of Common Stock  granted to Mr. Blau pursuant to the
Registrant's various stock option plans.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

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

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.
If  unsuccessful  in defense  of a suit  brought by or in the right of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

          The officers and directors of the  Registrant are covered by officers'
and directors'  liability  insurance.  The policy coverage is $25,000,000  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each loss  under the  policy of  $250,000.  The  Registrant  has
entered  into  Indemnification  Agreements  with  certain  of its  officers  and
directors.  The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature  whatsoever  (including  attorneys' fees and related
disbursements)  actually and reasonably  incurred in connection  with either the
investigation,  defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee.

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

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

          4.1  1999 Stock Option Plan, as amended.

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

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

          23.2 Consent of KPMG LLP.

          24   Powers of Attorney.

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

          (a)  The undersigned Registrant hereby undertakes:

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

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

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

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration  Statement;   provided,   however,  that  paragraphs
               (a)(l)(i) and (a)(l)(ii) do not apply if the information required
               to be included in a post-effective  amendment by those paragraphs
               is contained in periodic reports filed by the Registrant pursuant
               to section 13 or section 15(d) of the Securities  Exchange Act of
               1934  that are  incorporated  by  reference  in the  Registration
               Statement.
(2) That,  for the purposes of  determining  any  liability  under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

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

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

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

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Plainview, New York on the 29th day of February, 2000.

                         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  29,  2000 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Michael Gorin and Leonard Borow, and each
of them  acting  individually,  with full  power of  substitution,  our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable  Aeroflex  Incorporated to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

          Signature                    Title
          ---------                    -----

 /s/ Harvey R. Blau             Chairman of the Board
     Harvey R. Blau             (Chief Executive Officer)

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

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

 /s/ Paul Abecassis             Director
     Paul Abecassis

 /s/ Milton Brenner             Director
     Milton Brenner

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

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

 /s/ Eugene Novikoff            Director
     Eugene Novikoff

 /s/ John S. Patton             Director
     John S. Patton
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================

                              AEROFLEX INCORPORATED

================================================================================

                         Form S-8 Registration Statement

--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------

                                                          Page No. in Sequential

Exhibit                                                  Numbering of all Pages,
Number        Exhibit Description                        including Exhibit Pages
-------       -------------------                        -----------------------
4.1    1999 Stock Option Plan, as amended. . . . . . .            1

5      Opinion and Consent of Counsel. . . . . . . . .            6

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

23.2   Consent of KPMG LLP . . . . . . . . . . . . . .            7

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