UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 10-Q



              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 1996
Commission File Number 1-8037




                              AEROFLEX INCORPORATED


             (Exact name of Registrant as specified in its Charter)

                DELAWARE                          11-1974412
      (State or other jurisdiction             (I.R.S. Employer
     of incorporation or organization)         Identification No.)

           35 South Service Road
              Plainview, N.Y.                       11803
    (Address of principal executive offices)     (Zip Code)

                                 (516) 694-6700
              (Registrant's telephone number, including area code)





 *Indicate  by check  mark  whether  the  Registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days.

               Yes [X]           No [  ]

  Indicate the number of shares  outstanding of each of the issuer's  classes of
common stock as of the latest practicable date.

   November 12, 1996     12,440,986 (excluding 109,456 shares held in treasury)
       (Date)                             (Number of Shares)

NOTE:  THIS IS PAGE 1 OF A DOCUMENT CONSISTING OF 14 PAGES.

<PAGE>


                              AEROFLEX INCORPORATED

                                AND SUBSIDIARIES


                                      INDEX

                                                        PAGE

PART I:  FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS
 September 30, 1996 and June 30, 1996                    3-4

CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended September 30, 1996 and 1995            5

CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months Ended September 30, 1996 and 1995            6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               7-9

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS
    Three Months Ended September 30, 1996 and 1995     10-11

PART II:  OTHER INFORMATION

ITEM 1 Legal Proceedings                                  12

ITEM 4 Submission of Matters to a Vote of Security 
       Holders                                            12
ITEM 6 Exhibits and Reports on Form 8-K                   13

SIGNATURES                                                14




                                       -2-

<PAGE>


                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

 
                                               September 30,       June 30,
                                                   1996             1996
                                               -------------       --------
<S>                                           <C>             <C> 

ASSETS

Current assets:
 Cash and cash equivalents                    $    837,000     $    661,000
 Accounts receivable less allowance for
   doubtful accounts of $361,000 and $354,000   17,164,000       23,336,000
 Income tax refund receivable                       -               926,000
 Inventories                                    18,142,000       16,916,000
 Deferred income taxes                           1,871,000        1,871,000
 Prepaid expenses and other current assets       1,062,000          554,000
                                              ------------     ------------   
   Total Current Assets                         39,076,000       44,264,000

Invested cash                                      595,000          603,000
Property, plant and equipment, at cost, net     14,650,000       14,854,000
Intangible assets acquired in connection with
  the purchase of businesses, net                8,530,000        8,707,000
Costs in excess of fair value of net assets
  of businesses acquired, net                    9,976,000       10,054,000
Other assets                                     2,625,000        2,687,000
                                              ------------     ------------
                                              $ 75,452,000     $ 81,169,000
                                              ============     ============

<FN>

              See notes to consolidated financial statements
</FN>
</TABLE>


                                       -3-
<PAGE>



                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (continued)

<TABLE>
<CAPTION>

                                             September 30,     June 30,
                                                 1996            1996
                                             --------------    --------   
<S>                                          <C>               <C>

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term debt           $  4,251,000    $  4,259,000
  Accounts payable                               3,564,000       5,243,000
  Accrued expenses and other current liabilities 7,732,000       8,256,000
  Income taxes payable                           1,224,000       1,770,000
                                              ------------     -----------
    Total Current Liabilities                   16,771,000      19,528,000
                                              ------------     ----------- 
Long-term debt                                  16,263,000      20,337,000
                                              ------------     ----------- 
Deferred income taxes                              172,000         172,000
                                              ------------     ----------- 
Other long-term liabilities                        678,000         679,000
                                              ------------     -----------
7-1/2% Senior Subordinated Convertible
  Debentures                                     9,981,000       9,981,000
                                              ------------     -----------   

Stockholders' equity:
 Preferred stock, par value $.10 per share; 
   authorized 1,000,000 shares:
   Series A Junior Participating Preferred
   Stock, par value $.10 per share,
   authorized 150,000 shares                         -                -
 Common stock, par value $.10 per share;
  authorized 25,000,000 shares; issued
  12,550,000 and 12,380,000 shares               1,255,000       1,238,000
 Additional paid-in capital                     58,190,000      57,820,000
 Accumulated deficit                           (27,353,000)    (28,004,000)
                                              ------------    ------------ 
                                                32,092,000      31,054,000

Less:  Treasury stock, at cost (109,000 and
  129,000 shares)                                  505,000         582,000
                                              ------------    ------------

                                                31,587,000      30,472,000
                                              ------------    ------------
                                              $ 75,452,000    $ 81,169,000
                                              ============    ============ 
<FN>

              See notes to consolidated financial statements
</FN>
</TABLE>

                                       -4-
<PAGE>

                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                              Three Months Ended
                                                 September 30,
                                             --------------------
                                             1996               1995
                                             ----               ----  
<S>                                        <C>                <C>  

Net Sales                                 $ 19,061,000       $ 13,149,000
Cost of Sales                               12,783,000          9,080,000
                                          ------------       ------------ 
  Gross Profit                               6,278,000          4,069,000
Selling, General and Administrative Costs    4,480,000          3,178,000
                                          ------------       ------------  
  Operating Income                           1,798,000            891,000
                                          ------------       ------------ 
Other Expense (Income)
  Interest expense                             810,000            303,000
  Interest and other income                    (46,000)          (170,000)
                                          ------------       ------------ 
  Total Other Expense (Income)                 764,000            133,000
                                          ------------       ------------ 
Income Before Income Taxes                   1,034,000            758,000
Provision for Income Taxes                     383,000            151,000
                                          ------------       ------------ 
Net Income                                $    651,000       $    607,000
                                          ============       ============

Net Income per Common Share and Common
  Share Equivalent                               $ .05              $ .05
                                                 =====              =====

Weighted Average Number of Common
 Shares and Common Share Equivalents
   Outstanding                              13,483,000         12,714,000
                                          ============       ============ 

<FN>
              See notes to consolidated financial statements
</FN>
</TABLE>
                                       -5-

<PAGE>


                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                  Three Months Ended
                                                     September 30,
                                                  --------------------   
                                                   1996           1995
                                                   ----           ---- 

<S>                                            <C>              <C> 

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                     $   651,000     $   607,000
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
   Depreciation and amortization                  1,069,000         734,000
   Deferred income taxes                               -           (163,000)
   Other                                              6,000          36,000
 Change in operating assets and liabilities:
   Decrease (increase) in accounts receivable     6,166,000       2,904,000
   Decrease (increase) in inventories            (1,226,000)     (1,140,000)
   Decrease (increase) in prepaid expenses, income
    tax refund receivable and other assets          479,000        (600,000)
   Increase (decrease) in accounts payable, accrued
    expenses and other long-term liabilities     (2,204,000)     (1,525,000)
   Increase (decrease) in income taxes payable     (262,000)        199,000 
                                                -----------     -----------       

NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                             4,679,000       1,052,000
                                                -----------     -----------       
CASH FLOWS FROM INVESTING ACTIVITIES:
  Net cash provided by
   discontinued operations                             -             80,000
  Proceeds from sale of property, plant
   and equipment                                       -            100,000
  Capital expenditures                             (610,000)       (322,000)
  Other                                               8,000          19,000
                                                -----------     -----------       

NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                              (602,000)       (123,000)
                                                -----------     -----------       
CASH FLOWS FROM FINANCING ACTIVITIES:
  Debt repayments                                (4,082,000)       (990,000)
  Proceeds from the exercise of stock options       181,000         335,000
                                                -----------     -----------       

NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                            (3,901,000)       (655,000)
                                                -----------     -----------       
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                              176,000         274,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD    661,000      11,330,000
                                                -----------     -----------       
CASH AND CASH EQUIVALENTS AT END OF PERIOD      $   837,000     $11,604,000
                                                ===========     ===========       
<FN>

              See notes to consolidated financial statements
</FN>
</TABLE>

                                       -6-

<PAGE>

                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1.  Basis of Presentation
     ---------------------
     The  consolidated  balance sheet of Aeroflex  Incorporated and Subsidiaries
     ("the  Company")  as of  September  30, 1996 and the  related  consolidated
     statements of operations for the three months ended  September 30, 1996 and
     1995 and the statements of cash flows for the three months ended  September
     30, 1996 and 1995 have been prepared by the Company and are  unaudited.  In
     the opinion of management,  all adjustments (which include normal recurring
     adjustments) necessary to present fairly the financial position, results of
     operations  and  cash  flows at  September  30,  1996  and for all  periods
     presented  have been made.  Certain  information  and footnote  disclosures
     normally  included in  financial  statements  prepared in  accordance  with
     generally accepted accounting principles have been omitted. It is suggested
     that these  consolidated  financial  statements be read in conjunction with
     the financial  statements and notes thereto  included in the Company's June
     30,  1996  annual  report to  shareholders.  There  have been no changes of
     significant accounting policies since June 30, 1996.

     Certain  reclassifications  have been made to previously reported financial
     statements to conform to current classifications.

     Results of  operations  for the three  month  periods  are not  necessarily
     indicative of results of operations for the corresponding years.

 2.  Acquisition of Business
     -----------------------
     MIC
     ---
     Effective March 19, 1996, the Company acquired all of the outstanding stock
     of MIC  Technology  Corporation  ("MIC") for  approximately  $36,000,000 of
     cash,  300,000  shares of common  stock and  warrants to  purchase  400,000
     shares of common stock (at exercise  prices ranging from $7.05 to $7.50 per
     share).  The purchase  price was paid with available cash of $9,000,000 and
     borrowings  under the Company's  bank loan  agreement of  $27,000,000.  The
     purchase  agreement  also  provides for a contingent  payment of $4,000,000
     based upon certain operating results.  MIC manufactures high frequency thin
     film circuits and  interconnects  for  miniaturized,  high frequency,  high
     performance  electronic  products  for growing  commercial  markets such as
     wireless  communications,  satellite based communications hardware and high
     technology  military  electronics.  The acquired  company's  net sales were
     approximately $25,000,000 for its fiscal year ended October 31, 1995.

     The  acquisition  was  accounted for as a purchase  and,  accordingly,  the
     acquired  assets and  liabilities  assumed were recorded at their estimated
     fair values at the date of  acquisition.  The operating  results of MIC are
     included in the  consolidated  statement of operations from the acquisition
     date.

     The Company  commissioned an independent  asset valuation study of acquired
     tangible  and  identifiable  intangible  assets  to  serve  as a basis  for
     allocation  of the  purchase  price.  Based  on  this  study,  the  Company
     allocated the purchase price as follows:

<TABLE>
<S>                                                    <C>        
          Net tangible assets                          $ 6,237,000
          Identifiable intangible assets                 8,406,000
          In-process research and development           23,200,000
                                                       -----------   
                                                       $37,843,000
                                                       ===========  
</TABLE>
                                       -7-

<PAGE>


     The  identifiable  intangible  assets which  include  existing  technology,
     customer  relationships  and  assembled  work force will be  amortized on
     a straight-line basis over thirteen years based on the study described  
     above. The acquired in-process  research and  development  was not 
     considered to have reached technological  feasibility  and, in accordance 
     with  generally  accepted accounting principles,  the value of such was
     expensed in the third quarter of fiscal 1996.

     Summarized  below are the  unaudited pro forma results of operations of the
     Company as if MIC had been acquired at the beginning of the fiscal  periods
     presented. The $23,200,000 write-off has been included in the June 30, 1996
     pro forma  income but not  included  in the  September  30,  1995 pro forma
     income  in order to  provide  comparability  to the  respective  historical
     periods.

<TABLE>
<CAPTION>
                                                             Pro Forma
                                           Pro Forma        Three Months
                                           Year Ended          Ended
                                         June 30, 1996    September 30, 1995
                                         -------------    ------------------
                                       (in thousands, except per share data)
<S>                                       <C>                 <C> 

     Net Sales                            $ 90,097             $ 19,845
     Net Income (Loss)                     (19,392)                 577

     Earnings (Loss) Per Share
       Primary                            $  (1.62)            $    .04
       Fully Diluted                           *                    .04
</TABLE>
     * Due to the loss,  all options,  warrants and  convertible  debentures are
       anti-dilutive.

     The pro forma  financial  information  presented  above is not  necessarily
     indicative of either the results of operations that would have occurred had
     the acquisition taken place at the beginning of the periods presented or of
     future operating results of the combined companies.

 3.  Bank Loan Agreements
     --------------------
     As of March 15,  1996 the  Company  replaced  a previous  agreement  with a
     revised  revolving  credit and term loan  agreement with two banks which is
     secured  by  substantially  all  of  the  Company's  assets  not  otherwise
     encumbered.   The  agreement  provides  for  a  revolving  credit  line  of
     $22,000,000  and a term loan of  $16,000,000.  The  revolving  credit  line
     expires in March 1999.  The term loan is payable in quarterly  installments
     of $900,000 with final payment on September 30, 2000.  The interest rate on
     borrowings  under this agreement is at various rates depending upon certain
     financial  ratios,  with the current rate  substantially  equivalent to the
     prime rate (8.25% at September 30, 1996) plus 1/4% on the revolving  credit
     borrowings and 1/2% on the term loan borrowings. The terms of the agreement
     require  compliance with certain covenants  including minimum  consolidated
     tangible net worth and pre-tax  earnings,  maintenance of certain financial
     ratios,   limitations  on  capital   expenditures   and   indebtedness  and
     prohibition of the payment of cash dividends.

 4.  Inventories
     ----------- 
     Inventories consist of the following:

<TABLE>
<CAPTION>
                                    September 30,          June 30,
                                        1996                 1996
                                    -------------       ------------
<S>                                <C>                 <C> 
                   Raw Materials    $  9,986,000        $  9,352,000
                   Work in Process     6,379,000           5,301,000
                   Finished Goods      1,777,000           2,263,000
                                    ------------        ------------     
                                    $ 18,142,000        $ 16,916,000
                                    ============        ============  
</TABLE>
                                       -8-
<PAGE>

 5. Income Taxes
    ------------
    At June  30,  1996 the  Company  had net  operating  loss  carryforwards  of
    approximately  $8,000,000  for  Federal  income tax  purposes  which  expire
    through 2006. The income tax provision for the three months ended  September
    30, 1995 includes  benefits  relating to the  recognition  of unrealized and
    realized net operating loss carryforwards.

    The Company is undergoing  routine audits by various  taxing  authorities of
    several of its state and local income tax returns covering different periods
    from 1993 to 1995.  Management  believes that the probable  outcome of these
    various  audits  should not  materially  affect the  consolidated  financial
    statements of the Company.

 6. Contingencies
    -------------
    A subsidiary of the Company whose  operations were  discontinued in 1991, is
    one of several  defendants  named in a personal  injury action  initiated in
    August,  1994, by a group of plaintiffs.  The plaintiffs are seeking damages
    which  cumulatively may exceed $500 million.  The complaint  alleges,  among
    other  things,  that the  plaintiffs  suffered  injuries  from  exposure  to
    substances  contained  in  products  sold  by the  subsidiary  to one of its
    customers.  Considering  its  various  defenses,  together  with its product
    liability  insurance,  in the  opinion of  management  of the  Company,  the
    outcome of the action  against  its  subsidiary  is not  expected  to have a
    materially   adverse   effect  on  the  Company's   consolidated   financial
    statements.


                                       -9-

<PAGE>

                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations
---------------------  
Quarter Ended September 30, 1996 Compared to Quarter Ended September 30, 1995
-------------------------------------------------------------------------------
Net sales increased to $19,061,000 for the quarter ended September 30, 1996 from
$13,149,000  for the quarter ended  September 30, 1995. Net income  increased to
$651,000  for the  quarter  ended  September  30,  1996  from  $607,000  for the
comparable period in the prior year.

Net sales in the  electronics  segment  increased to $15,231,000 for the quarter
ended  September 30, 1996 from  $9,844,000  for the quarter ended  September 30,
1995 primarily as a result of the  acquisition of MIC Technology  Corporation in
March  1996.  Operating  profits  increased  by $557,000 as a result of both the
increased sales volume and reduced selling,  general and administrative costs in
the existing product lines.

Net sales in the  isolator  products  segment  increased to  $3,830,000  for the
quarter ended September 30, 1996 from $3,305,000 for the quarter ended September
30,  1995.  The  increase  reflects  increased  sales  volume  in  each  of  the
commercial,  industrial  and  military  isolator  divisions.  Operating  profits
increased by $296,000 as a result of the higher  sales volume and higher  profit
margins.

Cost of sales as a percentage of sales decreased to 67.1% from 69.1% between the
two periods  primarily as a result of increased margins in  microelectronics  in
the quarter ended September 30, 1996 and  inefficiencies in the final production
runs of military isolators in the Company's Puerto Rican facility in the quarter
ended  September  30,  1995.  Selling,  general  and  administrative  costs as a
percentage of sales decreased to 23.5% from 24.2%.

Interest expense  increased to $810,000 from $303,000 due to increased levels of
borrowings  related to the MIC  acquisition  in March 1996.  Interest  and other
income  decreased to $46,000 from $170,000 as a result of lower interest  income
on reduced cash amounts due to the acquisition of MIC.

The income tax provisions for the two quarters differed from the amount computed
by applying  the U.S.  Federal  income tax rate to income  before  income  taxes
primarily as a result of the tax benefits of loss carryforwards (both unrealized
and  realized)  for the quarter  ended  September  30, 1995 and primarily due to
state income taxes for the quarter ended September 30, 1996.

Management  believes that  potential  reductions  in military  spending will not
materially  affect its  operations.  In certain  product areas,  the Company has
suffered reductions in sales volume which it believes are due to cutbacks in the
military budget.  In other product areas, the Company has experienced  increased
sales volume due to a  realignment  of  government  spending  towards  upgrading
existing  systems  instead of  purchasing  completely  new systems.  The overall
effect of the cutbacks and realignment has not been material to the Company.

Liquidity and Capital Resources
-------------------------------
The Company's  working capital at September 30, 1996 was $22,305,000 as compared
to $24,736,000 at June 30, 1996. The current ratio was 2.3 to 1 at both dates.

Cash  provided by  operating  activities  of  $4,679,000  for the quarter  ended
September 30, 1996 was due to the continued profitability of the Company and the
collection of receivables  which were partially  offset by reductions in current
liabilities.  Cash  used by  investing  activities  of  $602,000  was  comprised
primarily of capital expenditures.
                                      -10-

<PAGE>

The cash  provided by  operating  activities  net of the cash used by  investing
activities  for the three month  period was used to reduce  debt by  $4,082,000.
Management  believes that the revolving  credit and term loan facility,  coupled
with  cash to be  provided  by future  operations,  will be  sufficient  for its
presently  anticipated working capital  requirements,  capital expenditure needs
and the servicing of its debt.

Effective March 19, 1996, the Company  acquired all of the outstanding  stock of
MIC  Technology  Corporation  ("MIC")  for  approximately  $36,000,000  of cash,
300,000 shares of common stock and warrants to purchase 400,000 shares of common
stock (at exercise  prices ranging from $7.05 to $7.50 per share).  The purchase
price  was paid with  available  cash of  $9,000,000  and  borrowings  under the
Company's  bank loan  agreement  of  $27,000,000.  The purchase  agreement  also
provides for a contingent  payment of  $4,000,000  based upon certain  operating
results.  MIC manufactures  high frequency thin film circuits and  interconnects
for  miniaturized,  high frequency,  high  performance  electronic  products for
growing  commercial  markets such as wireless  communications,  satellite  based
communications  hardware and high technology military electronics.  The acquired
company's  net sales were  approximately  $25,000,000  for its fiscal year ended
October 31, 1995.

As of March 15, 1996 the Company  replaced a previous  agreement  with a revised
revolving  credit  and term loan  agreement  with two banks  which is secured by
substantially  all  of  the  Company's  assets  not  otherwise  encumbered.  The
agreement provides for a revolving credit line of $22,000,000 and a term loan of
$16,000,000.  The revolving  credit line expires in March 1999. The term loan is
payable in quarterly  installments  of $900,000  with final payment on September
30, 2000.  The interest  rate on borrowings  under this  agreement is at various
rates  depending  upon  certain   financial   ratios,   with  the  current  rate
substantially  equivalent  to the prime rate (8.25% at September  30, 1996) plus
1/4% on the revolving  credit  borrowings and 1/2% on the term loan  borrowings.
The terms of the agreement require  compliance with certain covenants  including
minimum  consolidated  tangible net worth and pre-tax  earnings,  maintenance of
certain financial ratios,  limitations on capital  expenditures and indebtedness
and prohibition of the payment of cash dividends.

During June 1994, the Company  completed a sale of $10,000,000  principal amount
of 7-1/2% Senior Subordinated  Convertible  Debentures to non-U.S.  persons. The
debentures  are due June 15, 2004 subject to prior sinking fund payments of 10%,
10%, 15% and 15% of the principal  amount on September 15, 2000,  2001, 2002 and
2003,  respectively.  The debentures are convertible  into the Company's  common
stock at a price of $5-5/8  per share.  During  the year  ended  June 30,  1996,
$19,000 principal amount of debentures was converted.

A subsidiary of the Company whose  operations were  discontinued in 1991, is one
of several  defendants  named in a personal  injury action  initiated in August,
1994,  by a group of  plaintiffs.  The  plaintiffs  are  seeking  damages  which
cumulatively may exceed $500 million. The complaint alleges, among other things,
that the plaintiffs  suffered injuries from exposure to substances  contained in
products sold by the subsidiary to one of its customers. Considering its various
defenses,  together  with its  product  liability  insurance,  in the opinion of
management of the Company,  the outcome of the action  against its subsidiary is
not expected to have a materially  adverse effect on the Company's  consolidated
financial statements.

The Company's  backlog of orders at September 30, 1996 and 1995 was  $44,800,000
and $40,900,000, respectively.

At  June  30,  1996  the  Company  had  net  operating  loss   carryforwards  of
approximately  $8,000,000  for  Federal  income  tax  purposes.  The  Company is
undergoing  routine audits by various taxing authorities of several of its state
and local  income tax  returns  covering  different  periods  from 1993 to 1995.
Management believes that the probable outcome of these various audits should not
materially affect the consolidated financial statements of the Company.

                                      -11-

<PAGE>


                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

      Old Corp.  (formerly  Filtron Co., Inc.) a subsidiary of the Company whose
      operations  were   discontinued  in  October  1991,  was  one  of  several
      defendants  named in a  personal  injury  action  instituted  recently  by
      several  plaintiffs in the Supreme Court of the State of New York,  County
      of Kings.  According to the allegations of the Amended Verified Complaint,
      the plaintiffs,  who are current or former  employees of a company to whom
      Old Corp.  sold RFI  filters/capacitors,  and their wives,  are seeking to
      recover,  respectively,  directly and derivatively, on diverse theories of
      negligence,   strict  liability  and  breach  of  warranty,  for  injuries
      allegedly  suffered from exposure to a liquid  substance or material which
      Old Corp.  incorporated for a period of time in the RFI filters/capacitors
      which  it   manufactured.   The  plaintiffs  are  seeking   damages  which
      cumulatively  may exceed $500 million.  Considering its various  defenses,
      together  with  its  product  liability  insurance,   in  the  opinion  of
      management  of  the  Company,  the  outcome  of  the  action  against  its
      subsidiary  is not  expected to have a  materially  adverse  effect on the
      Company's consolidated financial statements.

Item 2. Changes in Securities

      None

Item 3. Defaults upon Senior Securities

      None

Item 4.  Submission of Matters to a Vote of Security Holders

      A. The Registrant held its Annual Meeting of Stockholders on November 12,
      1996.

      B. Three  directors  were elected at the Annual Meeting to serve until the
      Annual Meeting of  Stockholders  in 1999. The name of these  Directors and
      votes cast in favor of their election and shares withheld are as follows:

         Name                          Votes For       Votes Withheld
         ----                          ---------       --------------
         Robert Bradley, Sr.           9,090,700         612,162
         Michael Gorin                 9,449,682         253,180
         Donald S. Jones               9,089,023         613,839

      In addition to the election of directors, the stockholders approved:(a) a
      proposal to adopt the 1996 Stock Option Plan, as set forth in Exhibit A to
      the  proxy  statement;  3,291,009 shares  were  voted  in favor of this
      proposal, 1,453,843 shares voted against and 91,567 shares abstained from
      voting;  and (b) a proposal to amend the Company's  Outside Director Stock
      Option Plan  increasing  the number of shares  authorized  from 250,000 to
      500,000  shares;  3,244,838 shares were voted in favor of this  proposal,
      1,503,330 shares voted against and 88,251 shares abstained from voting.

                                      -12-


<PAGE>

Item 5.  Other Information

      None

Item 6.  Exhibits and Reports on Form 8-K

      (a)  Exhibits

           Exhibit 27 - Financial Data Schedule

      (b)  Reports on Form 8-K

           None




                                      -13-


<PAGE>

                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES


                                   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 thereunto duly authorized.


  
                                       AEROFLEX INCORPORATED
                                           (REGISTRANT)


November 12, 1996                      By: /s/Michael Gorin
                                           Michael Gorin
                                       President and Chief Financial Officer