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 1998 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    1,500,000 shs.(2)     $9.00             $13,500,000          $4,023
    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 September 23, 1998.
(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>
                                     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, 1998;

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

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

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

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
     Harvey  R.  Blau,  a  member  of the law firm of Blau,  Kramer,  Wactlar  &
Lieberman,  P.C.  ("BKW&L") is Chairman of the Board and Chief Executive Officer
of the  Registrant.  As of September 25, 1998,  Mr. Blau owns 227,155  shares of
Common  Stock,  including  4,651  shares  held by the  Blau,  Kramer,  Wactlar &
Lieberman,  P.C. Profit Sharing Plan and 110,058 shares owned by his wife, as to
which Mr. Blau has disclaimed beneficial ownership, as well as 1,140,000 options
to  purchase  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 Company 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 Company 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    1998 Stock Option Plan.

          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 Peat Marwick 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
<PAGE>
               to section 13 or section 15(d) of the Securities  Exchange Act of
               1934  that are  incorporated  by  reference  in the  Registration
               Statement.

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

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

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

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

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Jericho, New York on the 29th day of September, 1998.

                           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  29,  1998 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 and
---------------------------------     (Chief Executive Officer)
    Harvey R. Blau     

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

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

/s/ Robert Bradley, Sr.               Director
---------------------------------
    Robert Bradley, Sr.

/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

---------------------------------     Director
     Paul Abecassis
<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         1998 Stock Option Plan. . . . . . . . . . . .

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

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

23.2      Consent of KPMG Peat Marwick LLP. . . . . . .

24        Powers of Attorney. . . . . . . . . . . . . .     See signature page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17518}]
{"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": "333-64611", "film-number": "98717552"}, "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 1998 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    1,500,000 shs.(2)     $9.00             $13,500,000          $4,023
    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 September 23, 1998.
(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.
==============================================================================================
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, 1998;

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

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

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

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
     Harvey  R.  Blau,  a  member  of the law firm of Blau,  Kramer,  Wactlar  &
Lieberman,  P.C.  ("BKW&L") is Chairman of the Board and Chief Executive Officer
of the  Registrant.  As of September 25, 1998,  Mr. Blau owns 227,155  shares of
Common  Stock,  including  4,651  shares  held by the  Blau,  Kramer,  Wactlar &
Lieberman,  P.C. Profit Sharing Plan and 110,058 shares owned by his wife, as to
which Mr. Blau has disclaimed beneficial ownership, as well as 1,140,000 options
to  purchase  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 Company 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 Company 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    1998 Stock Option Plan.

          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 Peat Marwick 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 Jericho, New York on the 29th day of September, 1998.

                           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  29,  1998 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 and
---------------------------------     (Chief Executive Officer)
    Harvey R. Blau     

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

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

/s/ Robert Bradley, Sr.               Director
---------------------------------
    Robert Bradley, Sr.

/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

---------------------------------     Director
     Paul Abecassis
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         1998 Stock Option Plan. . . . . . . . . . . .

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

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

23.2      Consent of KPMG Peat Marwick LLP. . . . . . .

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