Independent Auditors' Consent

Board of Directors
Aeroflex Incorporated:

We consent to incorporation  by reference in the  registration  statements (Nos.
33-75496, 33-88868, 33-88878,  333-42399,  333-42405,  333-64611,  333-90173 and
333-31654)  on Form  S-8 and  (Nos.  333-15339  and  333-21803)  on Form  S-3 of
Aeroflex  Incorporated  of our report  dated  August 15,  2000,  relating to the
consolidated balance sheets of Aeroflex Incorporated and subsidiaries as of June
30,  2000  and  1999,  and the  related  consolidated  statements  of  earnings,
stockholders'  equity  and  comprehensive  income,  and cash  flows and  related
schedule  for each of the years in the  three-year  period  ended June 30, 2000,
which report appears in the June 30, 2000 annual report on Form 10-K of Aeroflex
Incorporated.

                                                /s/ KPMG LLP
                                                    KPMG LLP

Melville, New York
September 28, 2000