8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): APRIL 19, 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
          (Former name or former address, if changed since last report)






ITEM 8.01.  OTHER EVENTS.

     On April 19, 2005, Aeroflex Incorporated ("Aeroflex") acquired the business
of JcAir, Inc. from Goodrich Corporation.

     A press release ("Press  Release")  describing the acquisition was released
by Aeroflex on April 19, 2005.


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

   (c)   Exhibits.

         99.1     Press Release issued by Aeroflex on April 19, 2005.








                                   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 and Chief Financial Officer


Dated:   April 20, 2005

EX-99.1

NEWS RELEASE                                              AEROFLEX INCORPORATED



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

FOR FURTHER INFORMATION CONTACT:

Investor Inquiries:
- ------------------
Michael Gorin
Vice Chairman and Chief Financial Officer
(516) 694-6700


                              AEROFLEX INCORPORATED
                ANNOUNCES PURCHASE OF JCAIR TEST SYSTEMS BUSINESS
                            FROM GOODRICH CORPORATION


PLAINVIEW,  NEW YORK,  APRIL 19, 2005 -- Aeroflex  Incorporated  (Nasdaq Symbol:
ARXX),  a leading  designer,  developer and  manufacturer  of automated  testing
solutions  and  microelectronics  for  the  aerospace,   defense  and  broadband
communications markets, today announced the acquisition of the business of JcAIR
Test Systems from aerospace and defense supplier, Goodrich Corporation,  for $35
million in cash.

JcAIR Test Systems,  with 2004 revenues of approximately  $24 million,  provides
customized  avionics test  solutions in all areas of manual and  automatic  test
equipment for  manufacturing,  repair and ground  support  operation.  They have
offered  consulting,  engineering,  design,  manufacturing,  product support and
maintenance for over two decades to many of the major air carriers, airframe and
avionics manufacturers around the world.

Len Borow,  Vice Chairman and COO of Aeroflex said,  "The addition of JcAIR Test
Systems will enhance Aeroflex's Avionics product portfolio and will provide more
complete testing  solutions for the avionics system test market.  The JcAIR name
is  recognized  worldwide as a leading  provider of avionics  testing  solutions
which has garnered  them a leading  position and a top tier customer  base.  The
acquisition  is  expected  to produce  substantial  operating  synergies  and be
accretive to future earnings."





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.
                                                              ----------------

ABOUT GOODRICH CORPORATION
- --------------------------

Goodrich  Corporation  (NYSE:  GR), a Fortune 500 company,  is a leading  global
supplier  of systems and  services to the  aerospace  and defense  industry.  If
there's an  aircraft  in the sky - Goodrich  is on it.  Goodrich  technology  is
involved in making aircraft  fly...helping  them  land...and  keeping them safe.
Serving a global  customer base with  significant  worldwide  manufacturing  and
service  facilities,  Goodrich is one of the largest aerospace  companies in the
world. For more information, visit: http://www.goodrich.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, changes
in legal and  regulatory  requirements,  technological  change or  difficulties,
product development risks,  commercialization  difficulties and general economic
conditions. Such statements reflect our current views 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.