UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): MAY 3, 2005


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



         DELAWARE                      000-02324                 11-1974412
(State of Other Jurisdiction          (Commission              (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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):


_    Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
_    Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
_    Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange  Act  (17  CFR  240.14d-(b))
_    Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On May 3, 2005,  Aeroflex  Incorporated (the  "Registrant")  issued a press
release  announcing  the  Registrant's  financial  results for the third  fiscal
quarter  ended  March 31,  2005.  A copy of the  Registrant's  press  release is
attached hereto as Exhibit 99.1.


ITEM 9.01.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


99.1      Press release dated May 3, 2005 issued by the Registrant.

     The information  filed as an exhibit to this Form 8-K is being furnished in
accordance with Item 2.02 and shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities  and Exchange Act of 1934 (the "Exchange  Act"),
or  otherwise  subject  to the  liabilities  of such  section,  nor  shall  such
information  be  deemed  incorporated  by  reference  in any  filing  under  the
Securities  Act of 1933 or the Exchange  Act,  except as shall be expressly  set
forth by specific reference in such a filing.










                                   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:  __________________________
                                              Name:  Michael Gorin
                                              Title:    Vice-Chairman



Date:   May 3, 2005


















                                  EXHIBIT INDEX


         99.1     Press Release dated May 3, 2005