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): November 3, 2005


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



   Delaware                         000-02324                     11-1974412
(State or Other                    (Commission                  (IRS Employer
  Jurisdiction                     File Number)              Identification No.)
of Incorporation)


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)



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 2.02     Results of Operations and Financial Condition.

     On November 3, 2005,  Aeroflex  Incorporated  (the  "Registrant")  issued a
press release announcing the Registrant's financial results for the first fiscal
quarter ended  September 30, 2005. A copy of the  Registrant's  press release is
attached hereto as Exhibit 99.1.


Item 9.01     Financial Statements and Exhibits.

99.1    Press release, dated November 3, 2005, 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  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/Charles Badlato
                                        -----------------------------------
                                        Name:  Charles Badlato
                                        Title: Vice President and Treasurer
                                               Principal Financial Officer
                                               Principal Accounting Officer

Date:   November 3, 2005

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                                  Exhibit Index


     99.1 Press Release, dated November 3, 2005, issued by the Registrant.


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