Writer’s Direct Number | Writer’s E-mail Address |
November 5, 2010
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Allicia Lam
Re: | Aeroflex Holding Corp. |
| Registration Statement on Form S-1 |
| Filed April 6, 2010 |
| File No. 333-165920 |
Dear Ms. Lam:
Please note that simultaneously with our submission of this Letter, Aeroflex Holding Corp. (the “Company”) has filed, via the EDGAR system, Amendment No. 5 (“Amendment No. 5”) to its Registration Statement on Form S-1 (File No. 333-165920), filed on April 6, 2010 (the “S-1 Registration Statement”). By hand delivery, we will be sending you a blacklined copy of Amendment No. 5, which has been marked to indicate the changes from Amendment No. 4 to the S-1 Registration Statement. The changes that have been made include the insertion of an assumed public offering price per share and the adjustment of the common share quantities presented to reflect the share split that will occur in connection with the offering.
Please do not hesitate to contact the undersigned at (212) 756-2497 or Michael R. Littenberg at (212) 756-2524 with any questions or comments regarding the foregoing.
| Very truly yours, |
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| /s/ James Nicoll |
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| James Nicoll |
CC: | John Adamovich, Jr., Aeroflex Holding Corp. |
| Michael R. Littenberg, Schulte Roth & Zabel LLP |