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): MAY 4, 2005


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



   DELAWARE                       000-02324                 11-1974412

  (State of Other                (Commission                (IRS Employer
   Jurisdiction                   File Number)              Identification No.)
   of Incorportion)


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

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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS


(d) On May 4,  2005,  upon the  recommendation  of the  Ethics,  Nominating  and
Governance Committee of the Board of Directors, the Board of Directors appointed
Mr.  John  Benedict  as a member of the Board of  Directors  to fill the vacancy
created by the  resignation of Mr. Eric  Edelstein (as  previously  announced in
Registrant's  Form 8-K dated February 28, 2005). Mr. Benedict was also appointed
as a member of each of the Audit  Committee  and  Compensation  Committee of the
Board of  Directors  upon  the  recommendation  of the  Ethics,  Nominating  and
Governance  Committee.

There is no  arrangement  or  understanding  between Mr.  Benedict and any other
person pursuant to which he was appointed as a director of the Registrant.

There were no  transactions  or series of  transactions  since the  beginning of
Registrant's last fiscal year, or any currently  proposed  transaction or series
of  transactions to which the registrant was a party in which the amount exceeds
$60,000 and in which Mr. Benedict has a direct or indirect material interest.





                                   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

Date:  May  5, 2005