SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12

IFR SYSTEMS, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.

(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------

NOTICE AND PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS

[IFR SYSTEMS, INC. LOGO]

IFR SYSTEMS, INC.
NOTICE OF ANNUAL MEETING
AUGUST 7, 2001

To the Shareholders of IFR Systems, Inc.:

You are hereby notified that the Annual Meeting of Shareholders of IFR
Systems, Inc., a Delaware corporation (the "Company"), will be held at the
Company headquarters, 10200 West York Street, Wichita, Kansas, on Tuesday,
August 7, 2001 at 1:00 PM Central Daylight Savings Time for the following
purposes:

1. To elect two directors for a term of three years and until their
successors are duly elected and qualified;

2. To ratify the appointment of Ernst & Young LLP as independent auditors
for the current fiscal year ending March 31, 2002;

3. To transact such other business as may properly come before the meeting.

The Company's 2001 annual meeting will be held solely to tabulate the votes
cast and report results of voting on the matters listed in the proxy statement.
It is not anticipated there will be other business transacted or that any
Directors or Senior executives will be in attendance.

Only shareholders of record at the close of business on June 22, 2001 are
entitled to notice of and to vote at the meeting. PLEASE MARK, SIGN AND DATE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
If you attend the meeting, you may, if you so desire, withdraw your proxy and
vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Charles J. Woodin

Charles J. Woodin
SECRETARY

Wichita, Kansas
July 19, 2001

IFR SYSTEMS, INC.
2001 PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

Shareholders of record at the close of business on June 22, 2001 are
entitled to vote at the Annual Meeting of Shareholders of IFR Systems, Inc., a
Delaware corporation ("IFR" or the "Company"), to be held at 1:00 PM., Central
Daylight Savings Time, on Tuesday, August 7, 2001, at the Company's
headquarters, 10200 West York Street, Wichita, Kansas. All shareholders unable
to attend the meeting who wish to vote their stock upon the business to be
transacted at the meeting are requested to mark, sign and date the accompanying
form of proxy and return it in the enclosed addressed postage-paid envelope. The
proxy may be revoked at any time before it is voted by written notice to the
Secretary of the Company, by submitting another proxy that bears a later date,
or by voting in person at the meeting. Signing and submitting a proxy will not
affect a shareholder's right to vote in person if they attend the meeting. All
proxies returned and not so revoked will be voted in accordance with their
terms. There are no dissenters' rights of appraisal or similar rights of
dissenters with respect to any matter to be acted upon at the meeting.

As stated in the attached Notice, the matters to be considered at the
meeting are: (i) the election of two directors for a term of three years and
until their successors are duly elected and qualified; (ii) the ratification of
the appointment of independent auditors; and; (iii) the transaction of such
other business as may properly come before the meeting.

The solicitation of the accompanying proxy is made on behalf of the Board of
Directors of the Company for the 2001 Annual Meeting and any adjournments
thereof. The expense of the solicitation of the proxies for this meeting will be
borne by the Company. The solicitation will be made through the use of the mail
and by personal solicitation through regular employees of the company who will
not be additionally compensated therefor.

The mailing address of the principal executive offices of the Company is IFR
Systems, Inc., 10200 West York Street, Wichita, Kansas, 67215. This Proxy
Statement and the enclosed form of proxy were first sent or given to the
shareholders on approximately July 19, 2001.

REQUIRED VOTES

A plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote is required to elect a nominee for
Director. A majority of the votes that could be cast in the election or on a
proposal by shareholders who are either present in person or represented by
proxy and entitled to vote at the meeting is required to ratify the appointment
of auditors. Each shareholder is entitled to one vote upon each proposal
submitted at the meeting for each share outstanding of record in his name at the
close of business on June 22, 2001. The total number of votes that could be cast
at the meeting is the number of votes actually cast plus the number of
abstentions. Abstentions are counted as "shares present" at the meeting for
purposes of determining whether a quorum exists and have the effect of a vote
"against" any matter as to which they are specified. Proxies submitted by
brokers that do not indicate a vote for some or all of the proposals because
they do not have discretionary voting authority and have not received
instructions as to how to vote on those proposals (so-called "broker nonvotes")
are considered "shares present" at the meeting only for quorum purposes but will
not be considered as having been voted "for" or "against" such proposals and
will not affect the outcome of the vote.

OUTSTANDING SHARES & PRINCIPAL SHAREHOLDERS

On June 22, 2001, the Company had issued and outstanding 8,282,009 shares of
common stock, not including 984,241 treasury shares, $.01 par value per share
("Common Stock"), which is the only class of securities entitled to vote at the
Annual Meeting. Based on copies of reports filed with the Securities and
Exchange Commission that have been received by the Company, the following table
sets forth, as of June 6, 2001, the only persons known to be beneficial owners
of more than 5% of the Company's outstanding Common Stock:

NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
- ------------------------------------ ------------------ ----------

State of Wisconsin ....................................... 1,613,000 19.5%
Investment Board
121 East Wilson Street
Second Floor
Madison, WI 53702

Dimensional Fund Advisors, Inc. .......................... 680,036 8.2%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401

Strong Capital Management, Inc. .......................... 513,300 6.2%
100 Heritage Reserve
Menomonee Falls, WI 53051

Bricoleur Capital Management, L.L.C. ..................... 522,500 6.3%
12230 El Camino Real
Suite 100
San Diego, CA 92130

The following table contains information concerning beneficial ownership of
IFR Systems, Inc. Common Stock as of June 6, 2001, by each Director or nominee
for Director, by each Executive Officer named in the Summary Compensation Table
and by all Directors and Executive Officers as a group:

NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF SHARES
- ------------------------ --------------------- ---------

Jeffrey A. Bloomer ................................... 124,875 1.5%
DIRECTOR, CHIEF EXECUTIVE OFFICER AND PRESIDENT

Dennis H. Coley ...................................... 41,737 (*)
TREASURER AND CHIEF FINANCIAL OFFICER

Donald L. Graf ....................................... 29,400(2) (*)
DIRECTOR

John V. Grose ........................................ 12,000 (*)
DIRECTOR

Frederick R. Hume .................................... 0 (*)
DIRECTOR

Alfred H. Hunt, III .................................. 293,314(3) 3.5%
DIRECTOR AND CHAIRMAN

Oscar L. Tang ........................................ 149,600(4) 1.8%
DIRECTOR

Ralph R. Whitney, Jr. ................................ 43,618 (*)
DIRECTOR

Directors and Executive Officers as a Group
(9 persons)......................................... 702,409 8.5%

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

(*) Denotes less than 1%.

(1) Includes shares that could be acquired within 60 days after June 6, 2001
upon the exercise of options granted pursuant to company stock option plans
as follows: Mr. Bloomer, 100,875; Mr Coley, 27,437; Mr. Graf, 13,500;
Mr. Grose, 10,500; Mr. Hunt, 223,124; Mr. Tang, 7,500; Mr. Whitney, 13,500;
all directors and executive officers as a group, 396,436 shares.

(2) Includes 5,300 shares owned by a trust of which Mr. Graf is trustee.

(3) Includes 10,284 shares owned by Mr. Hunt's children. Mr. Hunt disclaims
beneficial ownership of the shares owned by his children.

(4) Includes 60,000 shares held by Mr. Tang as trustee in various trusts for
members of Mr. Tang's family and 73,500 shares held by The Tang Fund of
which Mr. Tang is president and a director. Excludes 247,500 shares held in
trust for the benefit of Mr. Tang and 36,400 shares held by August
Associates, an investment partnership in which Mr. Tang is a limited
partner, because Mr. Tang does not have the power to vote or dispose of the
shares or to direct the voting or acquisition or disposition of the shares
through directing the exercise of any warrants or options held by the
partnership or any such trust, if any, or through the power to terminate the
partnership or revoke any of such trusts within sixty (60) days, or to
obtain the power to vote, acquire or dispose of shares through the automatic
termination of the partnership or of any such trust within sixty (60) days.

PROPOSAL I
ELECTION OF DIRECTORS

At the Annual Meeting, it is anticipated that two directors will be elected
by a plurality of the votes that could be cast in the elections. Mr. Donald L.
Graf and Mr. Ralph R. Whitney, Jr., both of whom are members of the present
Board, have been nominated for re-election as Directors to hold office until the
annual meeting of shareholders in 2004 and until their successors have been
elected and qualified. The other Directors listed below will continue in office
until expiration of their terms.

If the enclosed proxy is duly executed and received in time for the meeting
and if no contrary specification is made therein, it is the intention of the
persons named as proxies therein to vote the shares represented by the proxy for
Donald L. Graf and Ralph R. Whitney, Jr. for election as Directors of the
Company. There will not be cumulative voting for the election of any Director.
If the nominee is unable to serve, an event which the Board of Directors does
not anticipate, the proxy will be voted for the person designated by the Board
to replace that nominee.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF BOTH NOMINEES.

The following table sets forth the name, age, business background, and
tenure as a Director of the Company of each nominee and director. Except as
otherwise indicated the principal occupations of the persons shown in the table
have not changed during the last five years. Each person shown has sole voting
and investment power with respect to the shares indicated in the beneficial
ownership table on page 4.

NAME, AGE, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PERIOD SERVED AS DIRECTOR DURING PAST FIVE YEARS
- ------------------------------- ------------------------------------------------------------

NOMINEES FOR ELECTION FOR A TERM WHICH WILL EXPIRE IN 2004:

Donald L. Graf, 63 Mr. Graf is currently retired and a private investor. From
DIRECTOR SINCE 1985 July 1997 to December 2000, Mr. Graf was the Corporate Vice
President and Chief Financial Officer of A. Duda &
Sons, Inc., a privately held nationwide agribusiness and
real estate development company with principal offices in
Oviedo, Florida. From March 1996 to July 1997, Mr. Graf was
a private investor and consultant. Prior to then, Mr. Graf
was the Senior Vice President and Chief Financial Officer of
Osborn Laboratories, Inc., a Medical testing laboratory
located in Overland Park, Kansas.

Ralph R. Whitney, Jr., 66 Mr. Whitney is a principal of Hammond, Kennedy, Whitney &
DIRECTOR SINCE 1985 Company, Inc., a private investment firm with offices at
230 Park Avenue, New York, New York. Mr. Whitney also serves
as a director of Adage, Inc.; Baldwin Technology
Company, Inc.; Excel Industries, Inc.; Control
Devices, Inc.; and Selas Corporation of America.

NAME, AGE, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PERIOD SERVED AS DIRECTOR DURING PAST FIVE YEARS
- ------------------------------- ------------------------------------------------------------

DIRECTORS WHOSE TERMS EXPIRE IN 2003:

Frederick R. Hume, 58 Mr. Hume is President and Chief Executive Officer of the
DIRECTOR SINCE 2000 Data I/O Corporation since February 23, 1999. From 1988
until his retirement in 1998, Mr. Hume was Vice President
and General Manager of Keithley Instruments in Cleveland,
Ohio. Mr. Hume is also a director of ILX Lightwave.

Alfred H. Hunt, III, 64 Mr. Hunt was named Chairman of the Board and Chief
DIRECTOR SINCE 1971 Technology Officer of the Company in April 1999. Prior to
April 1999, Mr. Hunt served as the President, Chief
Executive Officer, and Vice Chairman of the Board of the
Company.

DIRECTORS WHOSE TERMS EXPIRE IN 2002:

John V. Grose, 71 Mr. Grose is a director and past President of Navair, Inc.,
DIRECTOR SINCE 1992 which sells, services and installs avionics in military and
commercial aircraft. Navair also distributes electronic test
and measurement equipment. Navair's headquarters are in
Mississauga, Ontario, Canada. Mr. Grose remains active in
the distribution area of Navair's business.

Oscar L. Tang, 62 Mr. Tang is a private investor. From September 1993 to
DIRECTOR SINCE 1995 October 2000, Mr. Tang was a director of Nvest, L.P., an
investment firm located in New York. Prior to then,
Mr. Tang was the President and Chief Executive Officer and
co-founder of Reich & Tang, L.P., predecessor of
Nvest, L.P.

Jeffrey A. Bloomer, 44 Mr. Bloomer has been the Chief Executive Officer and
DIRECTOR SINCE 1999 President of the Company since October 12, 1999. From
April 1999 to October 1999, he served as Executive Vice
President of the Company and from November 1995 to
April 1999, he was its Treasurer and Chief Financial
Officer. He served as the Company's Director of Finance from
August 1994 through November 1995.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

NAME AGE POSITION
- ---- -------- ---------------------------------------------

Alfred H. Hunt, III............................. 64 Chairman of the Board of Directors
Jeffrey A. Bloomer.............................. 44 President and Chief Executive Officer
Dennis H. Coley................................. 56 Treasurer and Chief Financial Officer

Executive officers are appointed by the Board of Directors on an annual
basis and serve until their successors have been duly elected. There are no
family relationships among any of the executive officers or directors of the
Company.

ALFRED H. HUNT, III Mr. Hunt's positions with the Company and business
experience are set out in the preceding section.

JEFFREY A. BLOOMER Mr. Bloomer's positions with the Company and business
experience are set out in the preceding section.

DENNIS H. COLEY has been the Company's Treasurer and Chief Financial
Officer since August 1999. He served as the Company's Controller from May 1996
through August 1999. Prior to joining the Company, he was the Controller of
Learjet Inc., an aircraft manufacturing company.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

During the fiscal year ended March 31, 2001, the Board of Directors met six
times. The Board of Directors has a standing Compensation Committee and a
standing Audit Committee. There is no standing nominating committee or
shareholders relation committee. All Board members attended more than
75 percent of the aggregate number of Board meetings and meetings of committees
on which each served during the fiscal year ended March 31, 2001.

The Compensation Committee is comprised of Messrs. Tang (Chairman), Hume,
Graf, and Whitney. The Compensation Committee reviews and approves all
compensation plans, benefit programs, and perquisites for executives and other
employees. See "Compensation Committee Report on Executive Compensation" for a
more complete description of the functions of the Compensation Committee. The
Compensation Committee met one time during the last fiscal year.

The purposes and functions of the Company's Audit Committee are to meet with
the auditors; to recommend the engagement or discharge of independent auditors;
to review quarterly financial statements prior to issuance; to review year-end
financial statements prior to issuance; to review the services from time to time
being performed by the independent auditors, including nonaudit services and the
fees charged, or to be charged, for all such services; and to make appropriate
reports and recommendations to the Board of Directors. The persons currently
serving on the Audit Committee are Messrs. Graf (Chairman), Grose, Hume and
Whitney. The Audit Committee met five times during the last fiscal year.

The Company's Board of Directors has adopted a written charter for the Audit
Committee, a copy of which is attached as an appendix to this Proxy Statement.
Messrs. Graf, Grose, Hume and Whitney are each independent for purposes of
Section 4200(a)(15) of the listing standards of the NASDAQ Stock Exchange, on
which the Company's stock is traded.

COMPENSATION OF DIRECTORS

Each Director of the Company, other than persons compensated as executive
officers of the Company, received a retainer for the fiscal year ended
March 31, 2001, of $16,000. Each such Director also receives $1,000 for each
Board meeting attended and $800 for each committee meeting attended and
participates in the Outside Director Compensation, Stock Option, and Retirement
Plan described below. If a Director is requested by the Company to travel out of
town for attendance at a Board meeting or a committee meeting, the Director is
reimbursed for reasonable travel expenses.

In August 1999, the Board of Directors adopted, and the shareholders
approved, the IFR Systems, Inc. Amended Outside Director Compensation, Stock
Option, and Retirement Plan (the "1999 Outside Director Plan"), pursuant to
which Directors who are not employees of the Company ("Outside Directors") are
entitled to receive certain cash compensation, stock options, and retirement
benefits, all as described below. The 1999 Outside Director Plan is administered
by the Board of Directors. Subject to the provisions of the 1999 Outside
Director Plan, the Board is authorized to interpret such provisions and to

make any determinations necessary or advisable for the administration of the
1999 Outside Director Plan, but no person exercises discretion with respect to
the selection of Directors who will receive options and retirement benefits, the
terms and provisions of the options, or the amount and duration of the
retirement benefits, all of which are established by the provisions of the 1999
Outside Director Plan.

The 1999 Outside Director Plan provides for the payment of an annual
retainer and meeting attendance fees to Outside Directors of the Company. Such
fees are established annually by the Board of Directors. The 1999 Outside
Director Plan also provides that the Board of Directors may from time to time
establish a program for the deferral of such fees and the purchase of term life,
travel, and accidental death and dismemberment insurance for Outside Directors.
The Board of Directors has no present intention to establish a deferral program
or purchase any such insurance.

The 1999 Outside Director Plan provides that each Outside Director shall be
granted an option to purchase 1,500 shares of the Company's Common Stock on the
third business day after the annual meeting of the shareholders of the Company
held in each of the ten years commencing in 2000. The total number of shares
which may be issued under the 1999 Outside Director Plan may not exceed
120,000 shares, subject to adjustments for stock splits and stock dividends.
Options granted under the 1999 Outside Director Plan may be exercised at any
time after twelve months from the date of grant. Each of the options granted
under the 1999 Outside Director Plan is nontransferable except by will or
pursuant to the laws of descent and distribution, is exercisable during an
optionee's lifetime only by the optionee, and terminates upon the earlier of
(i) nine months after the date the optionee no longer serves as a member of the
Board of Directors or (ii) one year after the date of the optionee's death,
whether or not he is serving on the Board of Directors at the time of his death.
Payment for shares upon the exercise of each such option may be made in cash or
in shares of common stock of the Company already owned by the optionee on the
date of exercise (valued on the basis of fair market value thereof on the date
of exercise). The option price per share under the 1999 Outside Director Plan
shall be equal to 100% of the fair market value on the date of grant.

Under the 1999 Outside Director Plan, each Outside Director is entitled to
receive an annual retirement benefit in an amount equal to the annual retainer
fee in effect for the year immediately preceding his retirement or resignation
from the Board of Directors, payable in quarterly installments, for the same
number of years as the Outside Director served as a Director of the Company up
to a maximum of ten years. In order to receive such retirement benefits, the
Outside Director must have reached age 65 and ceased serving as a Director of
the Company. If an Outside Director dies while serving as a Director or
following his retirement or resignation from the Board of Directors, any
retirement benefits that he would have otherwise been entitled to receive shall
be paid to his surviving spouse or personal representative. No retirement
benefits are payable for past service as a Director in years prior to the
approval of the 1989 Outside Director Plan by the shareholders in 1989. No
retirement benefits are payable for future service as a Director in years after
2000. The retirement benefits are intended to be a non-qualified retirement plan
for purposes of the Internal Revenue Code and are deductible by the Company in
the year paid. Retirement benefits payable under the 1999 Outside Director Plan
are an unfunded general obligation of the Company.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the annual and long-term compensation for the
Company's Chief Executive Officer and the most highly compensated executive
officers whose salary and bonus exceeded $100,000 in fiscal 2001 as well as the
total compensation paid to each such individual for the Company's two previous
fiscal years:

LONG-TERM
COMPENSATION AWARDS ALL OTHER
NAME AND SALARY BONUS OTHER ANNUAL SECURITIES UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION $(1) OPTIONS (#) ($)(2)
- ------------------ -------- -------- -------- ------------------ ---------------------- -------------

Jeffrey A. Bloomer ......... 2001 300,000 -- 16,013 -- 3,200
CHIEF EXECUTIVE OFFICER 2000 253,333 -- 11,483 100,000 3,745
AND PRESIDENT(4) 1999(3) 123,750 -- 3,239 -- 3,149

Alfred H. Hunt, III ........ 2001 320,000 -- 17,812 -- 3,200
CHAIRMAN AND CHIEF 2000 246,667 126,148 -- 3,200
TECHNOLOGY OFFICER 1999(3) 228,750 45,056 -- 4,333

Dennis H. Coley ............ 2001 147,500 2,492 6,750 100,000 2,950
CHIEF FINANCIAL OFFICER 2000 127,917 17,500 16,852 40,000 2,558
AND TREASURER 1999(3) 78,750 -- -- -- 1,575

- ------------------------------
(1) Includes life insurance premiums for Mr. Hunt in the amounts of $26,800 for
the years 2000 and 1999.

(2) Includes the Company's contributions on behalf of each of the named
executives under the IFR Systems, Inc. Employees Profit Sharing Plan and
under the IFR Systems, Inc. Savings and Investment (401k) Plan.

(3) Fiscal year 1999 was a nine month year.

(4) Mr. Bloomer has been Chief Executive Officer and President since
October 12, 1999, and was Executive Vice President from April 20, 1999, to
October 12,1999. Prior to that time he was the Company's Treasurer and Chief
Financial Officer.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information concerning options
granted during fiscal 2001 to the named executives:

INDIVIDUAL GRANTS

POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
NAME GRANTED(#) FISCAL YEAR(1) ($/SHARE)(2) DATE 5%($)(4) 10%($)(4)
- ---- ----------- -------------- ------------ ---------- -------- ---------

Dennis H. Coley(3)................. 10,000 3.2% 5.750 05/18/10 36,000 92,000

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

(1) In fiscal 2001, options to purchase 309,500 shares of the Company's common
stock were granted to 62 individuals

(2) Options were issued at fair market value on date of grant

(3) Options vest annually in four equal installments beginning on the
anniversary date of grant.

(4) The 5% and 10% rates of appreciation are pursuant to SEC regulations and are
not intended to forecast future appreciation, if any, of IFR's stock. If
IFR's stock has not increased in value above the exercise price at the time
the options expire, then the option grants described in the table will be
valueless.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table summarizes options exercised during fiscal 2001 and
presents the value of unexercised options held by the named executives at fiscal
year end:

AGGREGATED OPTIONS/SAR EXERCISES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS ON IN-THE-MONEY OPTIONS ON
SHARES MARCH 31, 2001(#) MARCH 31, 2001($)(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------ ----------- ----------- ------------------------- -------------------------

Jeffrey A. Bloomer............ -- -- 84,625/84,375 $ --/$ --
Alfred H. Hunt, III........... -- -- 223,124/ 9,376 --/ --
Dennis H. Coley............... -- -- 20,437/44,313 --/ --

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

(1) Calculated on the basis of fair market value of the Common Stock on
March 30, 2001 ($2.781) less the option price

AGREEMENTS RELATING TO TERMINATION OF EMPLOYMENT

The Company has agreements with Messrs. Bloomer and Coley providing for
certain payments to them in the event their employment is terminated for a
reason other than serious misconduct, death, normal retirement, or total and
permanent disability within two years after a Change of Control of the Company
(as defined below). The amount of the payments in each case is equal to 2.95
times the average annual compensation over the previous five years. In addition,
following a covered termination of employment, the Company is obligated to
maintain in effect retirement, disability, and medical benefits for a period of
three years. The Company is also required to reimburse Messrs. Bloomer and Coley
the amount of any federal or state tax incurred as a result of receiving an
"excess parachute payment" (as defined in the Internal Revenue Code) under these
agreements. For purposes of the agreement, a Change in Control of the Company
means any event of a nature that would be required to be reported to the
Securities and Exchange Commission in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended, provided that, without limitation, a Change in Control shall be deemed
to have occurred if: (a) any person (within the meaning of Sections 3(a)(9) and
13(d)(3) of the Securities Exchange Act of 1934) or group of persons becomes the
beneficial owner, directly or indirectly, of shares of common stock of the
Company representing 20% or more of the shares of voting stock of the Company;
or (b) during any period of two consecutive years, individuals who at the
beginning of such period were members of the Company's Board of Directors cease
to constitute a majority of the Board of Directors, unless the election of each
Director who was not a Director at the beginning of such period was approved by
at least two-thirds of the Directors then still in office. No Change in Control
shall be deemed to have occurred as to either of Messrs. Bloomer or Coley if he
is included in the person or group acquiring control of the Company. The
agreements are for a term ending on December 31, 2001, but are automatically
renewed, prior to a Change in Control, for successive one-year terms unless
terminated as provided in the agreement. After a Change in Control, the
agreement extends for a further three-year term after its next anniversary date.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is composed entirely of
independent outside directors and is responsible for establishing an executive
compensation policy and plan for the Company. The Compensation Committee reviews
and approves all compensation plans, benefit programs and perquisites for
executives and other certain employees.

OVERALL POLICY

The Company's executive compensation policy is intended (i) to attract and
retain the highest caliber of executives; (ii) to recognize and reward
individuals for their contributions and commitment to growth and profitability
of the Company; and (iii) to link compensation and shareholder value.

Compensation of the Company's executive officers consists of the following
elements: base salary, cash bonus payments under the Incentive Bonus Plan, stock
option awards and restricted stock grants. Each of these elements is discussed
below.

BASE SALARY

The Committee, with input from the Chief Executive Officer (CEO), determines
annual salary levels for the executive group. Factors considered in setting base
salaries include level of responsibilities and prior experience and
achievements. Base salaries may be greater or less than median competitive
levels.

In making changes in base salary for existing executive officers, other than
the CEO, the Compensation Committee considers the recommendations of the CEO
based on his personal evaluation of individual performance for the prior year
including attainment of personal objectives and goals, attainment of Company
performance goals, the Company's salary structure and competitive salary data.

CASH BONUS PAYMENTS

In recent years, the Company's executive officers and certain other
employees were eligible for annual cash bonuses determined by a formula
established at the beginning of each fiscal year based on a minimum threshold of
financial objectives for the year. Recognizing that fiscal 2001 would be a
transition year based on significant organizational and structural changes
coupled with major cost-cutting measures, no incentive bonus plan was
established for fiscal 2001 and no cash bonuses were paid.

STOCK OPTIONS

The grant of stock options under the incentive stock option plans or the
nonqualified stock option plan is intended to provide long-term performance
based compensation to officers and key employees of the Company. The quantity
and recipients of options are determined by the Compensation Committee. Options
granted under the 1988 and 1996 Incentive Stock Option Plans are granted at fair
market value. Options granted under the 1992 Nonqualified Stock Option Plans
were granted at the fair market value on the date of grant. All options granted
under the 1988, 1992, and 1996 plans expire not more than ten years from the
date of grant. The 1988 Incentive Stock Plan has expired and no options may be
issued.

RESTRICTED STOCK GRANTS

The Company's restricted stock grant compensation combines elements of
short-term compensation and long-term incentives. Stock grants may be used to
reward executives who have been responsible for successful past results and may
also be used to attract skilled management by providing stock for "sign-on"
bonus use. In either case, stock ownership is intended to provide an additional
incentive for executive management based on long-term results and growth in
stock value.

CHIEF EXECUTIVE OFFICER

On August 25, 2000, Jeffrey A. Bloomer was reelected President and Chief
Executive Officer of the Company and his annual base salary was continued at
$300,000 based on past performance, expected performance for fiscal 2001, and
salaries paid at comparable companies. Mr. Bloomer received no bonus for fiscal
2001.

COMPENSATION COMMITTEE:

Oscar L. Tang, Chairman
Frederick R. Hume Donald L. Graf
Ralph R. Whitney, Jr.

AUDIT COMMITTEE REPORT TO THE BOARD OF DIRECTORS

The Audit Committee reviews IFR Systems, Inc. financial reporting process on
behalf of the Board of Directors. In fulfilling its responsibilities, the Audit
Committee has reviewed and discussed the audited financial consolidated
statements contained in the 2001 Annual Report on SEC Form 10-K with IFR
Systems, Inc's management and the independent auditors. Management is
responsible for the consolidated financial statements and the reporting process,
including the system of internal controls. The independent auditors are
responsible for expressing an opinion on the conformity of those consolidated
financial statements with accounting principles generally accepted in the United
States.

The Audit Committee discussed with the independent auditors those matters
required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended. In addition, the Audit
Committee has discussed with the independent auditors the auditor's independence
from IFR Systems, Inc and its management, as required by Independence Standards
Board No. 1, Independence Discussions with Audit Committees.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited consolidated financial statements be included in the IFR
Systems, Inc. Annual Report on SEC Form 10-K for the year ended March 31, 2001,
for filing with the Securities and Exchange Commission.

THE AUDIT COMMITTEE

Donald L. Graf, Chairman
Frederick R. Hume John V. Grose
Ralph R. Whitney, Jr.

STOCK PERFORMANCE GRAPH

The following graph sets forth the five-year cumulative total return
(assuming a $100 investment and dividend reinvestment) on the Common Stock of
the Company as well as the total returns on the NASDAQ Stock Market and for
NASDAQ Non-Financial Stocks:

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

IFR SYSTEMS, INC. NASDAQ COMPOSITE (US) NASDAQ NON-FINANCIAL (US & FOREIGN)

3/29/96 $100.00 $100.00 $100.00
3/31/97 $113.21 $150.86 $145.54
3/31/98 $252.81 $226.90 $218.38
3/31/99 $55.39 $307.81 $303.36
3/31/00 $69.59 $571.48 $594.90
3/30/01 $30.73 $252.42 $276.20

CERTAIN RELATIONSHIPS

Mr. Grose, a Director of the Company, is past President of Navair Inc.,
Mississauga, Ontario. Navair is a distributor of the Company's products in
Canada, which accounted for more than 25% of Navair's sales during its most
recent fiscal year. During the Company's fiscal year ended March 31, 2001,
Navair's purchases from the Company totaled $4,588,000 (less than 4% of the
Company's gross revenues). This relationship is expected to continue during the
current fiscal year.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

Pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as
amended, Directors and executive officers of the Company are required to file
reports with the Securities and Exchange Commission indicating their holdings of
and transactions in the Company's equity securities. To the Company's knowledge,
based solely on a review of the copies of such reports furnished to the Company
and written representations that no other reports were required, the Directors
and executive officers of the Company complied with all filing requirements
during the fiscal year ended March 31, 2001.

PROPOSAL II
APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee recommended and the Board of Directors of the Company
appointed Ernst & Young LLP as independent auditors to examine the financial
statements of the Company for the current fiscal year ending March 31, 2002.
Although there is no requirement that such appointment be submitted to a vote of
the shareholders, the Board of Directors believes that the shareholders should
be afforded the opportunity to ratify the appointment. If the shareholders do
not ratify the appointment, the Board of Directors, in its discretion and
without further vote of the shareholders, will select another firm to serve as
independent auditors for the current fiscal year.

AUDIT FEES

The aggregate fees billed by Ernst & Young LLP for professional services
rendered for the audit of the Company's annual consolidated financial statements
for the year ended March 31, 2001, and the reviews of the consolidated financial
information included in the Company's Form 10-Q's for fiscal 2001, was $310,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no fees billed in 2001 by Ernst & Young LLP for professional
services related to financial information systems design and implementation.

ALL OTHER FEES

The aggregate fees billed by Ernst & Young LLP for professional services
other that services noted above were approximately $200,000 for the year ended
March 31, 2001. Such fees consist primarily of tax services and corporate
statutory audits. The Audit Committee has considered whether, and concluded
that, the provision of these services is compatible with maintaining Ernst &
Young LLP's independence.

Ernst & Young LLP has served as independent auditors for the Company
continuously since 1971 and is considered by the Directors to be well qualified.
The Board of Directors therefore recommends a vote FOR ratification of the
appointment of Ernst & Young LLP and if the enclosed proxy is duly executed and
received in time for the meeting and if no contrary specification is made as
provided therein, it is the intention of the persons named therein to vote the
shares represented thereby for ratification of such appointment. The affirmative
vote of a majority of the shares represented in person or by proxy at the
meeting and eligible to be voted is required for ratification of the
appointment.

A representative of Ernst & Young LLP will not be present at the shareholder
meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Shareholder proposals intended to be presented at the 2002 annual meeting of
shareholders pursuant to Rule 14a-8 of the Securities and Exchange Commission
must be received by the Company on or before March 21, 2002 to be considered for
inclusion in the proxy materials relating to that meeting. Pursuant to the
Company's Bylaws, all other shareholder proposals intended to be submitted at
the 2002 annual meeting will be considered (other than the election of Director)
untimely if the Company did not have notice of the matter before May 31, 2002.
In addition, the Company's Amended and Restated Certificate of Incorporation
provides that any shareholder wishing to make a nomination for director must
give the Company advance notice as provided in the Amended and Restated
Certificate of Incorporation. To be timely, such notice must be given not less
than 21 days before an annual meeting and, if an election is to be held at a
special meeting, not later than the close of business on the seventh day
following the date on which notice of special meeting is first given to
shareholders.

OTHER MATTERS

The Annual Meeting is called for the purposes set forth in the "Notice of
Annual Meeting." The Board of Directors has not been informed of any matters
other than those stated in the Notice that are to be presented at the meeting.
If any other business is brought before the meeting, the persons named in the
proxy will vote according to the recommendations of the Board of Directors of
the Company. Proxies may not be voted in the discretion of the proxy holders as
to any item of business of which the Company had notice by May 30, 2001.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Charles J. Woodin

CHARLES J. WOODIN
SECRETARY

IMPORTANT:

PLEASE IMMEDIATELY MARK, SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED
STAMPED, ADDRESSED ENVELOPE. IF YOU ATTEND THE MEETING, AND IF YOU SO DESIRE,
YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. THANK YOU FOR ACTING PROMPTLY.

EXHIBIT 1

IFR SYSTEMS INC.
10200 WEST YORK STREET
WICHITA, KANSAS 67215-8999

AUDIT COMMITTEE CHARTER

COMPOSITION:

The Board shall annually elect an Audit Committee, comprised of three
directors (unless otherwise expanded), independent of senior management and
operating executives of IFR, and free of any relationships that, in the opinion
of the Board of Directors, would interfere with their exercise of independent
judgment as a committee member. One of the members shall be elected Chairman of
the Committee. The chairmanship may be rotated as the Committee shall from time
to time determine.

All Committee members shall be financially literate or must become
financially literate within a reasonable period of time after appointment to the
Committee. At least one member of the Committee must have accounting or related
financial management expertise.

PRIME PURPOSE:

The Committee shall:

1) Provide assistance to the Board in fulfilling its fiduciary responsibilities
relating to corporate accounting and reporting practices for the Company,
its wholly and majority-owned subsidiaries, any 50% joint ventures, and any
other entities which may require either "opinion audits" or special purpose
reviews.

2) Strengthen the confidence of the public in the Company's reported results.

3) Maintain, through regularly scheduled meetings, a direct line of
communication between the Board and the independent auditors.

4) Afford to the independent auditors a private, confidential audience at any
time they desire and request it, through the committee Chairman, with or
without the knowledge of management.

FUNCTIONS:

The Committee shall review, appraise and report to the Board on:

1) The quality and effectiveness of the entire accounting and internal control
system.

2) The adequacy of the audit effort by both the independent auditors and the
internal auditors, in terms of the scope of such audit and the audit
procedures to be utilized.

3) The appropriateness, soundness and quality, not just the acceptability of
accounting policies adopted by management and accepted by the independent
auditors, where alternatives were also acceptable.

4) The adequacy of the disclosure of information essential to a fair and full
presentation of the financial affairs of the Company.

5) Any significant difficulties encountered or important discoveries made by
the independent auditors or internal auditors.

6) The effect of any changes in accounting principles or of any developments
emanating from the profession, its Standards Board, or any governmental
authority.

7) The firm of independent auditors retained by the Company, and the
Committee's recommendation to retain or replace such firm in the ensuing
year along with approving the compensation of that firm.

8) Discuss the independence of the independent auditors, including a review of
management and other consulting services and related fees provided by the
independent auditors, and any other matters included in the written
disclosures required by the Independence Standards Board.

9) Any special investigations into any matters brought to the attention of the
Committee within the scope of its duties, including the assistance and
advice received by outside counsel specifically retained by the Committee.

10) Annually review and reassess this charter.

11) Prepare a report for inclusion in the Company's annual proxy statement in
accordance with SEC regulations.

MEETINGS:

The Committee will hold at least two regular meetings per year. In addition,
the Committee will hold a minimum of three telephonic meetings to review the
Company's quarterly financial press release prior to its distribution. Other
meetings may be convened as the Chairman or the Committee deems necessary. In
addition to the Committee members, these meetings normally will be attended by
representatives of the independent auditors, the Director of internal audit, and
the corporate secretary. In addition, the Committee expects to frequently have
available by invitation, the President and Chief Executive Officer of the
Company, and financial and accounting management.

MINUTES:

Minutes of each meeting shall be prepared and copies provided to Committee
members, Directors who are not members of the Committee, the Secretary of the
Corporation for permanent filing and others as determined by the Chairman of the
Audit Committee.

REQUIRED COMMUNICATIONS:

The following matters are to be communicated directly to the audit committee
from the independent auditors or management if noted during an audit or while
performing a review of interim financial information:

- Significant deficiencies (i.e., reportable conditions) in the design or
functioning of the internal control structure

- Material misstatements in the financial statements, whether intentional or
unintentional, and possible illegal acts.

- Significant audit adjustments, whether or not recorded by the entity

- Management's process for developing, and the auditor's basis for the
reasonableness of, particularly sensitive accounting estimates

- Initial selection of, or change in, significant accounting principles, and
accounting and disclosure decisions with respect to significant unusual
transactions

- Any serious difficulties encountered in dealing with management that
affected the performance of the audit or review of interim financial
information

- Opinions obtained by management from other independent accountants on
accounting or reporting issues

- The nature of significant disagreements, whether or not satisfactorily
resolved, with management on financial accounting and reporting matters or
auditing procedures

- Concerns that interim financial information may be materially misstated if
the auditors believe that management has not responded appropriately to
the concerns

These additional communications should be discussed with the audit committee
by the independent auditors on an as needed basis unless indicated otherwise:

- The level of responsibility the auditor assumes in an audit

- The responsibility the auditor assumes for other information presented
with audited financial statements

- Major accounting or auditing issues discussed with management prior to
being retained as auditor

- The types of, and total fees from, management consulting services
performed by the company's independent auditors during the year (should be
communicated annually).

IFR SYSTEMS, INC.
PROXY

Annual Meeting of Shareholders--August 7, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Alfred H. Hunt, III, and
Charles J. Woodin, and each of them, proxies, each with full power of
substitution, to vote on behalf of the undersigned all shares of common stock of
IFR Systems, Inc. which the undersigned would be entitled to vote if personally
present at the annual meeting of shareholders to be held on August 7, 2001, at
1:00 p.m. (C.D.T.), and any adjournment thereof, upon the matters described in
the accompanying Proxy Statement and upon any other business that may properly
come before the meeting or any adjournment thereof. Said proxies are directed to
vote or to refrain from voting as checked below upon the following matters, and
otherwise in their discretion:

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)

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

5977--IFR SYSTEMS, INC.

IFR SYSTEMS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

[ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH
OF THE FOLLOWING:

1. ELECTION OF DIRECTORS-- FOR WITHHOLD
ALL ALL FOR ALL (EXCEPT NOMINEE(S) WRITTEN BELOW)
NOMINEES: 01-Donald L. Graf and
02-Ralph R. Whitney, Jr. / / / / / / ____________________________________

2. Ratification of the appointment of FOR AGAINST ABSTAIN
Ernst & Young LLP as independent / / / / / /
auditors for the current fiscal year
ending March 31, 2002.

IN THE ABSENCE OF CONTRARY
INSTRUCTION, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL
NOMINEES FOR ELECTION AS DESCRIBED
AND FOR THE OTHER PROPOSAL.

The undersigned acknowledges
receipt with this proxy of a copy
of the Notice of Annual Meeting,
the Proxy Statement dated July 19,
2001, and the Company's 2001 Annual
Report. The undersigned hereby
revokes any proxy or proxies
heretofore given.

Dated: _________________, 2001

Signature(s)_______________________

IMPORTANT: Please date this Proxy
and sign exactly as your name or
names appear hereon. If stock is
held jointly, signature should
include both names. Executors,
administrators, trustees,
guardians, and others signing in a
representative capacity, please
give full titles.

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

TRIANGLE FOLD AND DETACH HERE TRIANGLE

YOUR VOTE IS IMPORTANT.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

5977--IFR SYSTEMS, INC.