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): November 2, 2006

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


         Delaware                      000-02324                11-1974412
(State or Other Jurisdiction          (Commission            (I.R.S. Employer
      of Incorporation)               File Number)        Identification Number)


            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)

      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-2(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 November 2, 2006,  Aeroflex  Incorporated (the  "Registrant")  issued a
press release announcing the Registrant's financial results for the first fiscal
quarter ended  September 30, 2006. A copy of the  Registrant's  press release is
attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1. Press Release, dated November 2, 2006

      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  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.


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                                   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/ John Adamovich, Jr.
                                           -------------------------------------
                                            John Adamovich, Jr.
                                            Senior Vice President and
                                            Chief Financial Officer


Date: November 2, 2006


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                                  Exhibit Index

99.1. Press release, dated November 2, 2006