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, 1995
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 8, 1995   11,882,542 (excluding 75,772 shares held in treasury)
--------------------------------------------------------------------------------
          (Date)                             (Number of Shares)



<PAGE>


                      AEROFLEX INCORPORATED

                         AND SUBSIDIARIES


                              INDEX
<TABLE>
<S>                                                       <C>

                                                           PAGE
                                                           ---- 
PART I:  FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS
 September 30, 1995 and June 30, 1995                       3-4

CONSOLIDATED STATEMENTS OF EARNINGS
 Three Months Ended September 30, 1995 and 1994             5

CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months Ended September 30, 1995 and 1994             6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                  7-8

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS
    Three Months Ended September 30, 1995 and 1994          9-10

PART II:  OTHER INFORMATION

ITEM 1 Legal Proceedings                                    11

ITEM 4 Submission of Matters to a Vote of Security Holders  11

ITEM 6 Exhibits and Reports on Form 8-K                     11

SIGNATURES                                                  12

</TABLE>

                               

<PAGE>


                           AEROFLEX INCORPORATED
                             AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                           September 30,       June 30,
                                                1995             1995
                                           --------------    --------------
<S>                                          <C>              <C>

ASSETS
------

Current assets:
 Cash and cash equivalents                   $ 11,604,000     $ 11,330,000
 Current portion of invested cash                 635,000          635,000
 Accounts receivable less allowance for
   doubtful accounts of $473,000 and $437,000  15,958,000       18,898,000
 Inventories (Note 6)                          13,471,000       12,330,000
 Deferred income taxes                            630,000          467,000
 Prepaid expenses and other current assets      1,065,000          605,000
                                              -----------      ----------- 
                                               43,363,000       44,265,000
                                              
Invested cash                                     658,000          677,000
Property, plant and equipment, at cost, net    13,502,000       13,859,000
Costs in excess of fair value of net assets
  of businesses acquired, net                  10,221,000       10,297,000
Deferred income taxes                             589,000          589,000
Other assets                                    2,293,000        2,249,000
                                             ------------     ------------
                                             $ 70,626,000     $ 71,936,000
                                             ============     ============

<FN>

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

<PAGE>

                           AEROFLEX INCORPORATED
                             AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS
                                (continued)


<TABLE>
<CAPTION>

                                             September 30,     June 30,
                                                  1995           1995
                                             -------------     ---------
<S>                                          <C>              <C>

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term debt           $ 1,042,000     $  1,936,000
  Accounts payable                              3,074,000        3,343,000
  Accrued expenses and other current
    liabilities                                 5,724,000        6,916,000
  Income taxes payable                            737,000          537,000
                                              -----------      -----------
    Total Current Liabilities                  10,577,000       12,732,000
                                              -----------      ----------- 
Long-term debt (Note 4)                         1,754,000        1,851,000
                                              -----------      ----------- 
Other long-term liabilities                     1,009,000        1,009,000
                                              -----------      -----------
7-1/2% Senior Subordinated Convertible
  Debentures (Note 5)                          10,000,000       10,000,000
                                              -----------      -----------   

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
  11,958,000 and 11,818,000 shares              1,196,000         1,182,000
 Additional paid-in capital                    56,406,000        56,101,000
 Accumulated deficit                           (9,977,000)      (10,584,000)
                                              -----------       ----------- 
                                               47,625,000        46,699,000
                                              -----------       -----------     
                                               

Less:  Treasury stock, at cost (84,000 and
  92,000 shares)                                  339,000           355,000
                                              -----------       -----------

                                               47,286,000        46,344,000
                                             ------------      ------------
                                             $ 70,626,000      $ 71,936,000
                                             ============      ============
<FN>

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

<PAGE>


                           AEROFLEX INCORPORATED
                             AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>

                                              Three Months Ended
                                                 September 30,
                                             --------------------

                                             1995               1994
                                             ----               ----   
<S>                                       <C>                <C>


Net Sales                                 $ 13,149,000       $ 14,027,000
Cost of Sales                                9,080,000          9,642,000
                                          ------------       ------------ 
  Gross Profit                               4,069,000          4,385,000
Selling, General and Administrative Costs    3,178,000          3,321,000
                                          ------------       ------------  
  Operating Income                             891,000          1,064,000
                                          ------------       ------------ 

Other Expense (Income)
  Interest expense                             303,000            387,000
  Interest and other income                   (170,000)          (163,000)
                                          ------------       ------------ 
  Total Other Expense (Income)                 133,000            224,000
                                          ------------       ------------ 
Income Before Income Taxes                     758,000            840,000
Provision for Income Taxes (Note 7)            151,000            125,000
                                          ------------       ------------
Net Income                                $    607,000       $    715,000
                                          ============       ============
Net Income per Common Share                  $ .05              $ .06
                                             =====              ===== 
Weighted Average Number of Common
 Shares Outstanding                         12,714,000         12,353,000
                                            ==========         ==========

<FN>

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


<PAGE>


                           AEROFLEX INCORPORATED
                             AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                  Three Months Ended
                                                     September 30,
                                                  --------------------    
                                                   1995           1994
                                                   ----           ----
<S>                                           <C>              <C>    


CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                     $   607,000      $  715,000
 Adjustments to reconcile net income to net 
  cash provided by (used in) operating 
  activities:
   Depreciation and amortization                    787,000         770,000
   Deferred income taxes                           (163,000)         10,000
   Other                                             36,000           8,000
 Change in operating assets and liabilities:
   Decrease (increase) in accounts receivable     2,904,000       3,858,000
   Decrease (increase) in inventories            (1,140,000)       (523,000)
   Decrease (increase) in prepaid expenses and
    other assets                                   (653,000)       (305,000)
   Increase (decrease) in accounts payable, accrued
    expenses and other long-term liabilities     (1,525,000)     (1,841,000)
   Increase (decrease) in income taxes payable      199,000        (362,000)
                                                 ----------      ---------- 
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                             1,052,000       2,330,000
                                                 ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Net cash provided by (used in)
   discontinued operations                           80,000         583,000
  Proceeds from sale of property, plant
    and equipment                                   100,000         157,000
  Capital expenditures                             (322,000)       (906,000)
  Other                                              19,000          14,000
                                                 ----------      ----------
NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                              (123,000)       (152,000)
                                                 ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net debt repayments                              (990,000)       (284,000)
                                            
  Proceeds from the exercise of stock options       335,000           -
                                                 ----------      ----------
NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                              (655,000)       (284,000)
                                                 ----------      ----------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                              274,000       1,894,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,330,000       8,238,000
                                                -----------     -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD      $11,604,000     $10,132,000
                                                ===========     ===========

<FN>

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

<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, 1995 and the  related  consolidated
     statements  of earnings for the three months ended  September  30, 1995 and
     1994 and the statements of cash flows for the three months ended  September
     30, 1995 and 1994 have been prepared by the Company and are  unaudited.  In
     the opinion of  management,  all  adjustments  (which  include  only normal
     recurring  adjustments) necessary to present fairly the financial position,
     results of  operations  and cash flows at  September  30,  1995 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, 1995 annual report to  shareholders.  There have been no
     changes of significant accounting policies since June 30, 1995.

     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.  Restructuring Charge
     --------------------
     In March 1995, the Company  adopted a plan to consolidate  its Puerto Rican
     manufacturing  operations into its existing  facilities in New York and New
     Jersey. The Company has ceased manufacturing  operations in Puerto Rico. In
     connection  with  this  restructuring,  the  Company  recorded  a charge to
     earnings  totalling  $1,669,000 in the third and fourth  quarters of fiscal
     1995,   representing  costs  for  abandonment  of  leasehold  improvements,
     severance costs for approximately 100 employees,  lease termination  costs,
     write-down  of  excess  equipment  and other  related  costs.  This  amount
     included non-cash costs of approximately $597,000.

 3.  Acquisition of Business
     -----------------------
     In  January  1995,  the  Company  acquired  substantially  all of  the  net
     operating  assets of Lintek,  Inc.  ("Lintek") for $537,000 plus contingent
     consideration  based on the next five  years'  earnings  to a maximum of an
     additional $675,000. Any contingent  consideration paid will be recorded as
     cost in  excess  of fair  value of net  assets  acquired.  Lintek  designs,
     develops  and   manufactures   radar  cross  section  and  antenna  pattern
     measurement  systems for commercial and military  applications,  as well as
     surface   penetrating   radars.  The  acquired  Company's  net  sales  were
     approximately  $2,600,000  for the year ended  December 31, 1994.  On a pro
     forma basis, had the Lintek  acquisition taken place as of the beginning of
     the periods  presented,  results of operations  for those periods would not
     have been materially affected.

     The acquisition has been accounted for as a purchase and, accordingly,  the
     acquired  assets  and  liabilities  assumed  have  been  recorded  at their
     estimated fair values at the date of acquisition.  The operating results of
     the  acquired  company  are  included  in the  consolidated  statements  of
     earnings from the acquisition date.




<PAGE>


 4.  Revolving Credit Agreements
     ---------------------------  
     As of April 11,  1994 the  Company  replaced  a previous  agreement  with a
     revised  revolving  credit and term loan  agreement with two banks which is
     secured by accounts receivable,  inventory and the Company's  stockholdings
     in certain of its  subsidiaries.  The  agreement  provides  for a revolving
     credit line of $16,000,000 and a term loan of $4,000,000,  which was repaid
     during the third  quarter of fiscal 1995.  The interest  rate on borrowings
     under this agreement is at various rates  depending upon certain  financial
     ratios,  with the present rate  substantially  equivalent to the prime rate
     (8.75%  at  September  30,  1995).  The  terms  of  the  agreement  require
     compliance with certain covenants  including minimum  consolidated  working
     capital and tangible net worth,  maintenance of certain  financial  ratios,
     limitations on capital expenditures and lease commitments,  and prohibition
     of the payment of cash dividends.

 5.  Senior Subordinated Convertible Debentures
     ------------------------------------------
     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 and are convertible into the
     Company's  common  stock at a price of $5-5/8 per share.  The net  proceeds
     from the offering were used initially to retire  certain bank  indebtedness
     and for general  working  capital with excess  proceeds placed in temporary
     short term bank related investments.

 6.  Inventories
     ----------- 
     Inventories consist of the following:
<TABLE>
<CAPTION>

                                    September 30,         June 30,
                                        1995                1995
                                    -------------       ------------ 
<S>                                <C>                 <C> 
 
         Raw Materials              $ 4,444,000         $ 5,509,000
         Work in Process              5,606,000           3,398,000
         Finished Goods               3,421,000           3,423,000
                                    -----------         -----------
                                    $13,471,000         $12,330,000
                                    ===========         ===========  
</TABLE>

 7. Income Taxes
    ------------
    At June  30,  1995 the  Company  had net  operating  loss  carryforwards  of
    approximately  $14,000,000  for Federal  income tax  purposes  which  expire
    through 2006. The income tax provisions for the three months ended September
    30, 1995 and 1994 include 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 1991 to 1993.  Management  believes that the probable  outcome of these
    various  audits  should not  materially  affect the  consolidated  financial
    statements of the Company.

 8. 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.

<PAGE>



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


Results of Operations
---------------------
Quarter Ended  September  30, 1995 Compared to Quarter Ended  September 30, 1994
--------------------------------------------------------------------------------
Net sales decreased to $13,149,000 for the quarter ended September 30, 1995 from
$14,027,000  for the quarter ended  September 30, 1994. Net income  decreased to
$607,000  for the  quarter  ended  September  30,  1995  from  $715,000  for the
comparable period in the prior year.

Net sales in the  electronics  segment  decreased to $9,844,000  for the quarter
ended  September 30, 1995 from  $10,639,000  for the quarter ended September 30,
1994  primarily  as a result  of lower  sales  volume  of  microelectronics  and
scanning devices offset, in part, by increased volume of frequency synthesizers.
Operating profits decreased by $231,000 as a result of the lower sales volume.

Net sales in the  isolator  products  segment  decreased to  $3,305,000  for the
quarter ended September 30, 1995 from $3,388,000 for the quarter ended September
30, 1994. The decrease  reflects reduced sales volume of military and industrial
isolators  partially  offset by increased sales volume of commercial  isolators.
Operating profits increased by $23,000 primarily due to reduced selling, general
and administrative  costs as a result of the consolidation of certain operations
of the Puerto Rican facility into the Company's other facilities.

Cost of sales as a percentage of sales increased to 69.1% from 68.7% between the
two periods primarily as a result of inefficiencies in the final production runs
of military  isolators in the Company's  Puerto Rican facility.  Selling general
and administrative  costs decreased to $3,178,000 from $3,321,000 primarily as a
result of cost  savings  from the  consolidation  of certain  operations  of the
Company's Puerto Rican facility into the Company's other facilities.

Interest expense  decreased to $303,000 from $387,000 due to decreased levels of
borrowings  partially  offset by increased  interest  rates.  Interest and other
income increased to $170,000 from $163,000.

The income tax  provisions  for the quarters  ended  September 30, 1995 and 1994
differed from the amounts  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).

Liquidity and Capital Resources
-------------------------------
The Company's  working capital at September 30, 1995 was $32,786,000 as compared
to $31,533,000  at June 30, 1995.  The current ratio  increased to 4.1 to 1 from
3.5 to 1 at June 30, 1995.  The increase was due  primarily to the  repayment of
$900,000 of debt related to the Company's Puerto Rican operation.

Cash provided by operating  activities of $1,052,000  for the three months ended
September 30, 1995 was due to the consolidated  profitability of the Company and
the  collection  of  receivables  which were  partially  offset by reductions in
accrued  expenses  and an  increase  in  inventories.  Cash  used  by  investing
activities of $123,000 was comprised primarily of capital expenditures partially
offset by net cash  provided by  discontinued  operations  and proceeds from the
sale of property,  plant and  equipment.  The net cash provided by operating and
investing  activities  for the three  month  period  was used to reduce  debt by
$990,000.  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, restructuring costs and the servicing of its debt.



<PAGE>



In March  1995,  the  Company  adopted a plan to  consolidate  its Puerto  Rican
manufacturing  operations  into  its  existing  facilities  in New  York and New
Jersey.  The Company has ceased  manufacturing  operations  in Puerto  Rico.  In
connection with this  restructuring,  the Company  recorded a charge to earnings
totalling   $1,669,000  in  the  third  and  fourth  quarters  of  fiscal  1995,
representing  costs for abandonment of leasehold  improvements,  severance costs
for approximately 100 employees,  lease termination costs,  write-down of excess
equipment  and other  related  costs.  This amount  included  non-cash  costs of
approximately $597,000.

As of April 11, 1994, the Company  entered into a revised  revolving  credit and
term loan  agreement  with two banks  which is secured by  accounts  receivable,
inventory,  the Company's  stockholdings  in certain of its subsidiaries and the
Company's principal  operating facility.  The agreement provides for a revolving
credit line of $16,000,000 and a term loan of $4,000,000 which was repaid during
the third  quarter of fiscal  1995.  As of  September  30,  1995,  there were no
borrowings  under  this  agreement.  See  Note 4 to the  Consolidated  Financial
Statements.

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.

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.

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 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.

The Company's  backlog of orders at September 30, 1995 and 1994 was  $40,900,000
and $40,000,000, respectively.

At  June  30,  1995  the  Company  had  net  operating  loss   carryforwards  of
approximately  $14,000,000  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 1991 to 1993.
Management believes that the probable outcome of these various audits should not
materially affect the consolidated financial statements of the Company.



<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 8,
      1995.

      B. Three  directors  were elected at the Annual Meeting to serve until the
      Annual Meeting of  Stockholders  in 1998. The name of these  Directors and
      votes cast in favor of their election and shares withheld are as follows:

         Name                  Votes For       Votes Withheld
         ----                  ---------       --------------          
     Leonard Borow            10,098,351          98,022    
     Milton Brenner           10,098,166          98,207  
     Eugene Novikoff          10,098,351          98,022

Item 5.  Other Information

      None

Item 6.  Exhibits and Reports on Form 8-K

      (a)  Exhibits:

           None

      (b)  Reports on Form 8-K

           None




                           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)

                                           /s/ Michael Gorin
November 8, 1995                   By:----------------------------
                                               Michael Gorin
                                   President and Chief Financial Officer