SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                    FORM 8-K


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

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       Date of report (Date of earliest event reported): NOVEMBER 8, 2004


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







ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On November 8, 2004,  Aeroflex  Incorporated  (the  "Registrant")  issued a
press release announcing the Registrant's financial results for the first fiscal
quarter ended  September 30, 2004. 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 November 8, 2004 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.
















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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/Michael Gorin
                                            -----------------------------
                                            Name:   Michael Gorin
                                            Title:  Vice Chairman

Dated:   November 9, 2004
























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