CERTIFICATION PURSUANT TO

                             18 U.S.C. SECTION 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,  Michael   Gorin,   President  and  Chief   Financial   Officer  of  Aeroflex
Incorporated, certify that:

     The Form 10-Q of Aeroflex Incorporated for the period ended March 31, 2003,
     fully  complies  with the  requirements  of  Section  13(a) or 15(d) of the
     Securities Exchange Act of 1934; and

     The information  contained in such report fairly presents,  in all material
     respects,  the  financial  condition  and results of operations of Aeroflex
     Incorporated.

This   certification  is  being  furnished   pursuant  to  Section  906  of  the
Sarbanes-Oxley   Act  of  2002  and,  except  to  the  extent  required  by  the
Sarbanes-Oxley  Act,  shall not be  deemed  to be filed as part of the  periodic
report  described  herein nor shall it be deemed filed by Aeroflex  Incorporated
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.




                                              /s/Michael Gorin
                                          ---------------------------
                                          Name: Michael Gorin

                                          Date: May 15, 2003

A signed  original of this  written  statement  required by Section 906 has been
provided to Aeroflex  Incorporated and will be retained by Aeroflex Incorporated
and  furnished  to the  Securities  and  Exchange  Commission  or its staff upon
request.