NEWS RELEASE                                                            AEROFLEX



                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------

FOR FURTHER INFORMATION CONTACT:

Investor Inquiries:
Leonard Borow
President and Chief Operating Officer
(516) 694-6700

                                    AEROFLEX
                 REPORTS RECORD FIRST QUARTER SALES AND EARNINGS

PLAINVIEW,  NEW YORK, November 2, 2006 -- Aeroflex  Incorporated (Nasdaq Symbol:
ARXX), today announced operating results for its fiscal 2007 first quarter which
ended September 30, 2006.

                                            Quarter Ended September 30,
                                        ------------------------------------
                                           2006         2005      % Increase
                                        ----------    ----------  ----------

       Sales (in millions)              $    136.8     $   125.6          9%
                                        ==========    ==========  ==========
       Diluted earnings per share
            GAAP                        $     0.09    $     0.06         50%
                                        ==========    ==========  ==========
            Pro forma                   $     0.13    $     0.11         18%
                                        ==========    ==========  ==========

Pro forma gross profit  margins were 46.6%,  compared to 47.8% last year and pro
forma operating income of $15.6 million increased 13% compared to last year. The
pro forma gross margin  comparison is negatively  affected by a "tough comp" due
to a highly profitable  satellite related shipment in last year's first quarter.
The first quarter pro forma results  exclude the following items from net income
per diluted share:

                                                Quarter Ended September 30,
                                                ----------------------------
                                                    2006             2005
                                                -------------     ----------

        Acquisition-related items:
            Amortization of intangibles         $        0.03     $     0.03
            Adjustments to inventory                       --           0.01
        Share based compensation                         0.01           0.01
                                                -------------     ----------
            Total EPS impact                    $        0.04     $     0.05
                                                =============     ==========



On a GAAP basis,  gross  profit  margins for the fiscal 2007 first  quarter were
46.6%  compared to 46.9% last year.  Operating  income for the fiscal 2007 first
quarter  increased  57%  compared  to last year.  Net income for the fiscal 2007
first quarter  amounted to $7.2 million,  or $0.09 per diluted  share,  compared
with $4.5 million,  or $0.06 per diluted  share,  last year  representing  a per
share increase of 50%. The quarterly results were impacted by:

o     a $940,000  ($601,000 after tax or $0.01 per share) charge for share based
      compensation in fiscal 2007, compared to $2.0 million ( $1.3 million after
      tax or $0.01 per share) in fiscal 2006;

o     a $3.2  million  ($2.1  million  after tax or $0.03 per share)  charge for
      amortization  of acquired  intangibles  in fiscal  2007,  compared to $3.5
      million ($2.2 million after tax or $0.03 per share) in fiscal 2006;

o     a $100,000  ($64,000  after tax or $0.00 per share)  charge in fiscal 2007
      for restructuring  costs (for which there was no comparable expense in the
      prior year); and

o     a fiscal  2006  charge of $1.1  million  ($685,000  after tax or $0.01 per
      share) for acquisition related inventory  adjustments (for which there was
      no comparable item in the current fiscal year).

Operating  cash flow for the current  quarter  was  approximately  $13  million.
During the first quarter,  approximately  1.8 million shares of our common stock
were repurchased for $17.2 million,  leaving approximately 1.2 million shares to
be  repurchased  under the Board's most recent  authorization.  In October 2006,
$9.2  million  was  paid  in a  final  determination  of the  Racal  acquisition
earn-out. This amount has been added to goodwill as of September 30, 2006.

"Our first quarter  performance  positions us well for another solid year," said
Len Borow,  President and Chief Operating Officer.  "Organic sales growth was 9%
and the $0.13 pro forma EPS  represented  an 18% increase  over last year.  Both
segments of our business performed well as the quarterly  book-to-bill ratio was
1.10 to 1.0. We head into the remainder of the fiscal year with a record backlog
of $254 million."

Our estimate of operating results for the December 2006 quarter is as follows:

o     net sales are expected to be approximately $145 to $146 million; and

o     pro forma  earnings per diluted  share are  anticipated  to be $0.16.  Pro
      forma earnings exclude estimated  amortization of acquired intangibles and
      share based  compensation  of a combined $.04 per diluted share.  GAAP net
      income per diluted share is anticipated to be $.012.

Our conference call discussing  first quarter results is scheduled for 8:30 a.m.
(New York time) on November 3, 2006 and can be accessed by dialing  866-800-8651
in the United States and by dialing  617-614-2704  outside of the United States.
The participant  passcode is 40742023.  There will be a replay of the conference
call  beginning one hour after the call's  conclusion  and will be available for
one week. The replay can be accessed by dialing  888-286-8010  within the United
States and by dialing 617-801-6888 outside of the United States. The access code
for both telephone  numbers is 97719311.  This call is being webcast by CCBN and
can be accessed at Aeroflex's website at www.aeroflex.com.  This webcast will be
archived on that site for one year. In conjunction  with this  conference  call,
the Company has also posted on its website certain financial information related
to its first quarter results.



About Aeroflex

Aeroflex  Incorporated is a global provider of high technology  solutions to the
aerospace,  defense and broadband  communications markets. The Company's diverse
technologies allow it to design,  develop,  manufacture and market a broad range
of test,  measurement and microelectronic  products.  The Company's common stock
trades  on the  Nasdaq  National  Market  System  under the  symbol  ARXX and is
included  in the S&P  SmallCap  600  index.  Additional  information  concerning
Aeroflex Incorporated can be found on the Company's Web site: www.aeroflex.com.

All statements  other than  statements of historical fact included in this press
release regarding  Aeroflex's  financial  position,  business outlook,  business
strategy and plans and objectives of its  management  for future  operations are
forward-looking  statements.  When used in this  press  release,  words  such as
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions,
as  they  relate  to  Aeroflex  or  its  management,   identify  forward-looking
statements.  Such forward-looking statements are based on the current beliefs of
Aeroflex's management,  as well as assumptions made by and information currently
available to its management.  Actual results could differ  materially from those
contemplated by the  forward-looking  statements as a result of certain factors,
including but not limited to,  competitive  factors and pricing  pressures,  the
integration   of   acquired   businesses,   changes  in  legal  and   regulatory
requirements,  technological change or difficulties,  product development risks,
commercialization  difficulties,  general  economic  conditions,  and other risk
factors  disclosed in Aeroflex's  most recently filed Form 10-K. Such statements
reflect  the  current  views of  management  with  respect to the future and are
subject to these and other  risks,  uncertainties  and  assumptions  relating to
Aeroflex's  financial  condition,  results of  operations,  growth  strategy and
liquidity.   Aeroflex  does  not   undertake  any   obligation  to  update  such
forward-looking statements.

The non-GAAP financial measures used in this press release are not prepared in
accordance with generally accepted accounting principles and may be different
from non-GAAP financial measures used by other companies. The Company's
management refers to these non-GAAP financial measures in making operating
decisions because they provide meaningful supplemental information regarding the
Company's operating performance. In addition, these non-GAAP financial measures
facilitate management's internal comparisons to the Company's historical
operating results and comparisons to competitors' operating results. We include
these non-GAAP financial measures (which should be viewed as a supplement to,
and not a substitute for, their comparable GAAP measures) in this press release
because we believe they are useful to investors in allowing for greater
transparency to supplemental information used by management in its financial and
operational decision-making. For a reconciliation of our GAAP and non-GAAP
financial results, please refer to our Reconciliation of Reported GAAP Results
to Pro Forma Net Income, presented in this release.



                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)



                                                                 September 30,    June 30,
                                                                      2006          2006
                                                                 ------------   ------------
                                                                          
ASSETS
Current assets:
   Cash and cash equivalents                                     $     14,741   $     10,387
   Marketable securities                                               16,271         28,332
   Accounts receivable, less allowance for
        doubtful accounts                                             117,127        120,296
   Inventories                                                        137,366        133,420
   Deferred income taxes                                               24,770         24,732
   Prepaid expenses and other current assets                           10,008         11,187
                                                                 ------------   ------------
       Total current assets                                           320,283        328,354

Property, plant and equipment, net                                     77,733         77,940
Other assets                                                           15,968         14,276
Intangible assets with definite lives, net                             51,330         54,215
Goodwill                                                              173,300        163,237
                                                                 ------------   ------------
        Total assets                                             $    638,614   $    638,022
                                                                 ============   =-==-=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt                             $        607   $        607
   Accounts payable                                                    34,621         37,832
   Advance payments by customers                                       21,472         21,128
   Income taxes payable                                                 9,281          9,162
   Accrued payroll expenses                                            19,268         17,440
   Accrued expenses and other current liabilities                      42,826         33,046
                                                                 ------------   ------------
        Total current liabilities                                     128,075        119,215

Long-term debt                                                          3,488          3,558
Deferred income taxes                                                   3,340          4,631
Other long-term liabilities                                            22,991         22,948
                                                                 ------------   ------------
       Total liabilities                                              157,894        150,352
                                                                 ------------   ------------

Stockholders' equity:
   Preferred Stock, par value $.10 per share; authorized 1,000
       shares:
         Series A Junior Participating Preferred
         Stock, par value $.10 per share,
          authorized 110; none issued                                      --             --
   Common Stock, par value $.10 per share;
          authorized 110,000 shares; issued
          73,523 and 75,270 shares                                      7,352          7,527
   Additional paid-in capital                                         368,756        384,870
   Accumulated other comprehensive income                              15,648         13,468
   Retained earnings                                                   88,964         81,805
                                                                 ------------   ------------
        Total stockholders' equity                                    480,720        487,670
                                                                 ------------   ------------
        Total liabilities and stockholders' equity               $    638,614   $    638,022
                                                                 =====----===   ============




                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
               UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS
                      (In thousands, except per share data)



                                                        For the Quarter Ended
                                           9/30/06      9/30/06      9/30/05      9/30/05
                                          ---------    ---------    ---------    ---------
                                            (GAAP)    (Pro forma)     (GAAP)    (Pro forma)

                                                                     
Net sales                                 $ 136,835    $ 136,835    $ 125,648    $ 125,648
   Cost of sales                             73,081       73,018       66,722       65,555
                                          ---------    ---------    ---------    ---------
Gross profit                                 63,754       63,817       58,926       60,093
   Selling, general and administrative
      expenses                               31,400       30,493       30,251       28,424
   Research and development costs            17,748       17,678       17,964       17,856
   Amortization of acquired intangibles       3,237           --        3,457           --
                                          ---------    ---------    ---------    ---------
Operating income                             11,369       15,646        7,254       13,813
    Interest and other income
       (expense), net                          (182)        (182)         (69)         (69)
                                          ---------    ---------    ---------    ---------

Income before income taxes                   11,187       15,464        7,185       13,744
    Provision for income taxes                4,028        5,568        2,658        5,084
                                          ---------    ---------    ---------    ---------
Net income                                $   7,159    $   9,896    $   4,527    $   8,660
                                          =========    =========    =========    =========

Net income per common share:
       Basic                              $    0.10    $    0.13    $    0.06    $    0.12
                                          =========    =========    =========    =========
       Diluted                            $    0.09    $    0.13    $    0.06    $    0.11
                                          =========    =========    =========    =========


Weighted average number of shares
   Outstanding - Basic                       74,736       74,736       74,758       74,758
                                          =========    =========    =========    =========
               - Diluted                     75,984       75,984       75,699       75,699
                                          =========    =========    =========    =========





                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
              RECONCILIATION OF REPORTED GAAP RESULTS TO PRO FORMA
                             NET INCOME (Unaudited)
                      (In thousands, except per share data)

                                               For the Quarter Ended
                                               ------------------------
                                                9/30/06     9/30/05
                                               --------    ---------

GAAP net income                                $  7,159    $  4,527

Pro forma adjustments:

    Share based compensation                        940       2,014
    Amortization of acquired
        intangible assets                         3,237       3,457

    Restructuring costs                             100          --

    Acquisition related inventory adjustment         --       1,088
    Income tax benefit                           (1,540)     (2,426)
                                               --------    --------

Pro forma net income                           $  9,896    $  8,660
                                               ========    ========


Net income per common share:
  Basic

    GAAP net income, after tax                 $   0.10    $   0.06

    Pro forma adjustments, net of tax              0.03        0.06
                                               --------    --------


    Pro forma net income, after tax            $   0.13    $   0.12
                                               ========    ========


  Diluted

    GAAP net income, after tax                 $   0.09    $   0.06

    Pro forma adjustments, net of tax              0.04        0.05
                                               --------    --------


    Pro forma net income, after tax            $   0.13    $   0.11
                                               ========    ========


Weighted average number of shares
     outstanding - Basic                         74,736      74,758
                                               ========    ========
                 - Diluted                       75,984      75,699
                                               ========    ========