UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q/A


              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended      September 30, 1998
                      ------------------------------
Commission File Number 1-8037

                              AEROFLEX INCORPORATED

             (Exact name of Registrant as specified in its Charter)

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

    35 South Service Road
        Plainview, N.Y.                                          11803
(Address of principal executive offices)                       Zip Code)
                                 (516) 694-6700
              (Registrant's telephone number, including area code)


*Indicate  by check  mark  whether  the  Registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days.

                         Yes   X                      No

  Indicate the number of shares  outstanding of each of the issuer's  classes of
common stock as of the latest practicable date.

   
November 6, 1998  17,558,526  shares (excluding 39,159 shares held in treasury)
- --------------------------------------------------------------------------------
     (Date)                      (Number of Shares)
    







                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                 AEROFLEX INCORPORATED
                                                      (REGISTRANT)


   
November 24, 1998                            By: s/Michael Gorin
                                                   Michael Gorin
                                             President, Chief Financial Officer
                                               and Principal Accounting Officer