SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 _____________


                                    FORM 8-K


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

                                 _____________


        Date of report (Date of earliest event reported): July 31, 2003


                             AEROFLEX INCORPORATED
               (Exact Name of Registrant as Specified in Charter)



     Delaware                   000-02324                   11-1974412

 (State of Other Jurisdiction   (Comission                  (IRS Employer
       of Incorporation)         File Number)               Identification No.)



 35 South Service Road, Plainview, New York                   11803
      (Address of Principal Executive Offices)              (Zip Code)

                                 (516) 694-6700
              (Registrant's telephone number, including area code)

                                      N/A
         (Former name or former address, if changed since last report)


Item 5.  Other Events.

     On July 31, 2003, Aeroflex  Incorporated  ("Aeroflex"),  acquired,  through
certain of its subsidiaries,  the Racal Instruments Wireless Solutions business.
Aeroflex  purchased the business in a series of  simultaneous  transactions,  as
follows:

          (i)  from Racal  Instruments  Group Limited,  a company  registered in
               England  and  Wales  ("RIG")  all of the share  capital  of Racal
               Instruments  Limited, a company located in England and engaged in
               the wireless  manufacturing  business  (the "Stock  Purchase" and
               such agreement, the "Stock Purchase Agreement");

          (ii) from Racal  Instruments Inc.  ("RII"),  substantially  all of the
               assets of the wireless  sales business owned in the United States
               by RII (the "US Asset Purchase" and such agreement, the "US Asset
               Purchase Agreement"); and

          (iii)from RIG  substantially  all of the assets of the wireless  sales
               business owned in France by Racal  Instruments SAS, a corporation
               organized  under the laws of  France,  owned in  Germany by Racal
               Instruments  GmbH,  a  corporation  organized  under  the laws of
               Germany,   and  owned  in  Italy  by  Racal  Instruments  srl,  a
               corporation  organized  under  the laws of Italy  (the  "European
               Asset Purchase," and such agreement, the "European Asset Purchase
               Agreement" and the European Asset Purchase,  together with the US
               Asset   Purchase   and  the   Stock   Purchase,   the   "Wireless
               Acquisition") .

     The purchase  price for the Wireless  Acquisition  was  $38,000,000 in cash
plus up to  $16,570,867  of  deferred  consideration  in either cash or Aeroflex
common stock, at Aeroflex's  option,  depending on the Wireless  Solutions Group
achieving certain performance goals for the year ending July 31, 2004.

     A press release ("Press Release")  describing the acquisition was issued by
Aeroflex on July 31, 2003.

     The Stock Purchase Agreement,  US Asset Purchase Agreement,  European Asset
Purchase Agreement and Press Release are attached hereto as Exhibits 99.1, 99.2,
99.3 and 99.4, respectively, and each is incorporated herein by reference in its



entirety.  The  foregoing  discussion  does not  purport to be  complete  and is
qualified in its entirety by reference to such Exhibits.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

      (c)   Exhibits.

99.1    Stock Purchase Agreement dated as of July 31, 2003, by and among
        RIG, Aeroflex and IFR Systems Limited, a wholly-owned subsidiary
        of Aeroflex. (Stock Purchase Agreement)

99.2    Asset Purchase Agreement dated as of July 31, 2003 by and between
        RII and Aeroflex (US Asset Purchase Agreement)

99.3    Asset Purchase Agreement dated as of July 31, 2003, by and among
        RIG and Aeroflex (European Asset Purchase Agreement)

99.4    Press Release issued by Aeroflex on July 31, 2003.





                                   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 hereunto duly authorized.


                                AEROFLEX INCORPORATED

                                By:/s/Michael Gorin
                                Name:  Michael Gorin
                                Title: President, Chief Financial Officer and
                                       Principal Accounting Officer

Dated:  August 5, 2003


EXHIBIT INDEX

Exhibit No.    Description

       99.1   Stock Purchase Agreement dated as of July 31, 2003, by and among
              RIG, Aeroflex and IFR Systems Limited, a wholly-owned subsidiary
              of Aeroflex. (Stock Purchase Agreement)

        99.2  Asset Purchase Agreement dated as of July 31, 2003 by and between
              RII and Aeroflex (US Asset Purchase Agreement)

        99.3  Asset Purchase Agreement dated as of July 31, 2003, by and among
              RIG and Aeroflex (European Asset Purchase Agreement)

        99.4  Press Release issued by Aeroflex on July 31, 2003.