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             March 31, 1999 
                      -----------------------------
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.

May 10, 1999        18,312,403 shares (excluding 15,993 shares held in treasury)
--------------------------------------------------------------------------------
  (Date)                              (Number of Shares)

<PAGE>
                              AEROFLEX INCORPORATED

                                AND SUBSIDIARIES


                                      INDEX
                                      -----  




                                                                        PAGE
                                                                        ----   
PART I:  FINANCIAL INFORMATION
------   ---------------------
CONSOLIDATED BALANCE SHEETS
 March 31, 1999 and June 30, 1998                                       3-4

CONSOLIDATED STATEMENTS OF EARNINGS  
 Nine Months Ended March 31, 1999 and 1998                               5

CONSOLIDATED STATEMENTS OF EARNINGS  
 Three Months Ended March 31, 1999 and 1998                              6

CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine Months Ended March 31, 1999 and 1998                               7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                              8-12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS
    Nine and Three Months Ended March 31, 1999 and 1998                13-19

PART II:  OTHER INFORMATION
-------   -----------------
ITEM 6 Exhibits and Reports on Form 8-K                                 20

SIGNATURES                                                    
                                                                        21

<PAGE>
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                             March 31,         June 30,
                                               1999              1998  
                                             ---------         -------- 
                                                   (In thousands)

<S>                                           <C>               <C>   
ASSETS

Current assets:
 Cash and cash equivalents                    $  3,515          $ 24,408    
 Accounts receivable, less allowance for 
   doubtful accounts of $301,000 and $317,000   32,656            19,853
 Inventories                                    34,719            29,851    
 Deferred income taxes                           5,139             1,861    
 Prepaid expenses and other current assets       2,271             1,197
                                              --------          -------- 
   Total current assets                         78,300            77,170    

Property, plant and equipment, at cost, net     49,788            26,994
Intangible assets acquired in connection with             
  the purchase of businesses, net               14,154             7,578    
Cost in excess of fair value of net assets
  of businesses acquired, net                   13,733             9,827
Other assets                                     4,013             2,532  
                                              --------          -------- 
   Total assets                               $159,988          $124,101  
                                              ========          ========
<FN>
                 See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (continued)
<TABLE>
<CAPTION>

                                                     March 31,           June 30,
                                                       1999                1998   
                                                     ---------           --------  
                                                            (In thousands)


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S>                                                  <C>                 <C>   
Current liabilities:
  Current portion of long-term debt                  $  5,741            $ 1,755
  Accounts payable                                      8,793              6,668
  Accrued expenses and other current liabilities       15,353             12,932
  Income taxes payable                                  2,588              1,850 
                                                     --------            -------
    Total current liabilities                          32,475             23,205 

Long-term debt                                         26,209              9,726 
Deferred income taxes                                   3,363              1,156 
Other long-term liabilities                             2,447              2,978 
                                                     --------            -------
    Total liabilities                                  64,494             37,065 
                                                     --------            -------
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 40,000 shares,
   none issued                                          -                   -
 Common Stock, par value $.10 per share;
  authorized 40,000,000 shares; issued
  17,927,000 and 17,378,000 shares                      1,793              1,738
 Additional paid-in capital                           103,900            100,481
 Accumulated deficit                                   (9,922)           (15,178)
                                                     --------            -------
                                                       95,771             87,041

 Less:  Treasury stock, at cost (32,000 and    
  1,000 shares)                                           277                  5 
                                                     --------            -------
    Total stockholders' equity                         95,494             87,036 
                                                     --------            -------
    Total liabilities and stockholders' equity       $159,988           $124,101 
                                                     ========           ========    

<FN>
                 See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                                       Nine Months Ended  
                                                            March 31,    
                                                       -----------------
                                                       1999               1998    
                                                     --------           --------
                                               (In thousands, except per share data)

<S>                                                  <C>                <C>     
Net sales                                            $108,430           $ 84,431
Cost of sales                                          69,504             55,417 
                                                     --------           --------  
  Gross profit                                         38,926             29,014  
                                                     --------           --------
Selling, general and administrative costs              18,306             16,020
Research and development costs                          6,874              3,510 
Acquired in-process research and development
  (Note 2)                                              3,500               -    
                                                     --------           --------  
                                                       28,680             19,530 
                                                     --------           --------  
  Operating income                                     10,246              9,484 
                                                     --------           --------  
Other expense (income)
  Interest expense                                      1,024              1,798 
  Other expense (income)                                 (734)                41 
                                                     --------           --------  
    Total other expense (income)                          290              1,839 
                                                     --------           --------  
Income before income taxes                              9,956              7,645 

Provision for income taxes                              4,700              2,750 
                                                     --------           --------  
Net income                                           $  5,256           $  4,895 
                                                     ========           ========
Net income per common share and common 
  share equivalent:
    -  Basic                                            $ .30              $ .35 
                                                        =====              =====
    -  Diluted                                          $ .28              $ .32 
                                                        =====              =====
Weighted average number of common
 shares and common share equivalents
 outstanding:
    -  Basic                                           17,628             13,948 
                                                     ========           ========
    -  Diluted                                         18,973             15,749 
                                                     ========           ========
<FN>
                 See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>


                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                                         Three Months Ended 
                                                              March 31,    
                                                         ------------------
                                                        1999               1998    
                                                      --------          -------
                                                 (In thousands, except per share data)

<S>                                                   <C>               <C>     
Net sales                                             $ 40,604          $ 31,221
Cost of sales                                           25,205            20,338 
                                                      --------          -------- 
  Gross profit                                          15,399            10,883  
                                                      --------          --------
Selling, general and administrative costs                6,914             5,655
Research and development costs                           2,580             1,481 
Acquired in-process research and development
  (Note 2)                                               3,500              -   
                                                      --------          --------  
                                                        12,994             7,136 
                                                      --------          -------- 
  Operating income                                       2,405             3,747 
                                                      --------          -------- 
Other expense (income)
  Interest expense                                         457               548 
  Other expense (income)                                  (190)              (33)
                                                      --------          -------- 
  Total other expense (income)                             267               515 
                                                      --------          -------- 
Income before income taxes                               2,138             3,232 

Provision for income taxes                               1,950             1,175 
                                                      --------          -------- 
Net income                                            $    188          $  2,057 
                                                      ========          ======== 
Net income per common share and
  common share equivalent:
    -  Basic                                             $ .01             $ .14
                                                         =====             =====    
    -  Diluted                                           $ .01             $ .13 
                                                         =====             =====    
Weighted average number of common
 shares and common share equivalents
 outstanding:
    -  Basic                                            17,839            14,749 
                                                      ========          ======== 
    -  Diluted                                          19,416            16,132 
                                                      ========          ======== 
<FN>
                 See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                              March 31,
                                                          -----------------  
                                                           1999           1998    
                                                         --------        -------
                                                              (In thousands)

<S>                                                      <C>             <C>    
Cash Flows From Operating Activities:
 Net income                                              $  5,256        $ 4,895
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
   Acquired in-process research and development             3,500           -    
   Depreciation and amortization                            4,853          3,791 
   Amortization of deferred gain                             (441)          (441)
   Deferred income taxes                                     (531)          (307)
   Other, net                                                  55            184 
 Change in operating  assets and  liabilities,
   net of effects from  purchase of businesses:
   Decrease (increase) in accounts receivable              (8,946)         2,027 
   Decrease (increase) in inventories                       2,386         (8,455)
   Decrease (increase) in prepaid expenses        
     and other assets                                      (2,663)          (514)
   Increase (decrease) in accounts payable, accrued
    expenses and other long-term liabilities                  617          4,644 
   Increase (decrease) in income taxes payable              3,129          1,584 
                                                         --------        -------
Net Cash Provided By (Used In)
 Operating Activities                                       7,215          7,408 
                                                         --------        -------
Cash Flows From Investing Activities:
  Payment for purchase of businesses, net of cash
    acquired                                              (43,475)          -
  Purchase of equipment, inventory and
    technology rights from Lucent Technologies               -            (4,435)
  Capital expenditures                                     (6,902)        (5,710)
  Proceeds from sale of equipment                             967            184
  Other, net                                                  (10)          (149)
                                                         --------        -------
Net Cash Provided By (Used In)
 Investing Activities                                     (49,420)       (10,110)
                                                         --------        -------
Cash Flows From Financing Activities:
  Proceeds from issuance of common shares in
    public offering                                          -            31,781
  Costs in connection with public offering                   -              (496)
  Borrowings under debt agreements                         24,188          6,232 
  Debt repayments                                          (3,910)       (13,380)
  Proceeds from the exercise of stock options
    and warrants                                            1,377          1,106 
  Purchase of treasury stock                                 (343)          -    
                                                         --------        -------
Net Cash Provided By (Used In)
 Financing Activities                                      21,312         25,243 
                                                         --------        -------
Net Increase (Decrease) In Cash                                                 
  And Cash Equivalents                                    (20,893)        22,541  
Cash And Cash Equivalents At Beginning Of Period           24,408            600 
                                                         --------        -------
Cash And Cash Equivalents At End Of Period               $  3,515        $23,141 
                                                         ========        =======
<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  March  31,  1999  and  the  related  consolidated
     statements  of earnings  for the nine and three months ended March 31, 1999
     and 1998 and the consolidated  statements of cash flows for the nine months
     ended  March 31,  1999 and 1998 have been  prepared  by the Company and are
     unaudited.  In the opinion of management,  all  adjustments  (which include
     normal  recurring  adjustments and the  adjustments  referred to in Note 2)
     necessary to present fairly the financial  position,  results of operations
     and cash flows at March 31,  1999 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, 1998 annual
     report  to  shareholders.   There  have  been  no  changes  of  significant
     accounting  policies since June 30, 1998.  Certain  reclassifications  have
     been made to previously reported financial statements to conform to current
     classifications.

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

2.   Acquisition of Businesses
     -------------------------     
     UTMC
     ----
     Effective  February 25, 1999, the Company  acquired all of the  outstanding
     stock of UTMC Microelectronic  Systems,  Inc. ("UTMC") for $42.5 million of
     cash.  The purchase price was paid with available cash of $22.5 million and
     borrowings  under the Company's bank loan agreement of $20.0 million.  UTMC
     is a supplier  of  radiation-tolerant  integrated  circuits  for  satellite
     communications.  The acquired company's net sales were approximately  $33.4
     million for the year ended December 31, 1998.

     The  Company had  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 and  acquisition  costs,  of  approximately
     $500,000, as follows:
<TABLE>
<CAPTION>

                                                            (In thousands)
               <S>                                              <C>    
               Net tangible assets                              $29,220
               Identifiable intangible assets                     6,300
               Excess costs over fair value of net assets         3,980
               In-process research and development                3,500
                                                                ------- 
                                                                $43,000
                                                                =======
</TABLE>
     The identifiable  intangible assets include existing  technology,  customer
     relationships and assembled work force. The intangibles are being amortized
     on a  straight-line  basis over 6 to 15 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 1999.
<PAGE>
     Summarized  below are the  unaudited pro forma results of operations of the
     Company as if UTMC had been acquired at the beginning of the fiscal periods
     presented.  The $3.5 million  write-off  has been included in the March 31,
     1999 pro forma  income but not the March 31, 1998 pro forma income in order
     to provide comparability to the respective historical periods.
<TABLE>
<CAPTION>
                                             Pro Forma Nine Months
                                                 Ended March 31,
                                       ----------------------------------- 
                                             1999           1998
                                             ----           ----
                                      (In thousands, except per share data)
     <S>                                  <C>          <C>   

     Net Sales                            $ 128,475    $   112,137
     Net Income                               4,968          7,347

     Earnings Per Share
       Basic                                $   .28       $    .53
       Diluted                                  .26            .47
</TABLE>
     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.

     Europtest
     ---------
     Effective  September  1, 1998,  the  Company  acquired  90% of the stock of
     Europtest,  S.A.  (France) for  approximately  $1.1  million.  The purchase
     agreement  also  requires  that the Company  purchase the  remaining 10% of
     Europtest pro rata over a three-year period at prices determined based upon
     net sales of Europtest  products.  Europtest develops and sells specialized
     software-driven  test equipment  used primarily in cellular,  satellite and
     other  communications  applications.  The acquired company's net sales were
     approximately  $1.9  million  for the year ended March 31,  1998.  On a pro
     forma basis, had the Europtest  acquisition taken place as of the beginning
     of the periods presented, results of operations for those periods would not
     have been materially affected. The purchase price has been allocated to the
     assets acquired and liabilities assumed based on their fair values.

 3.  Common Stock Offering
     ---------------------
     In March 1998, the Company sold 2.6 million shares of its Common Stock in a
     public offering for $31.3 million, net of an underwriting  discount of $2.0
     million and issuance costs of $496,000. Of these net proceeds, $9.6 million
     was used to repay bank  indebtedness.  The balance of the net  proceeds was
     used primarily for the acquisition of UTMC.

4.   Earnings Per Share
     ------------------
     In  accordance  with  Statement of Financial  Accounting  Standards No. 128
     "Earnings  Per Share",  earnings per common share ("Basic EPS") is computed
     by dividing net income by the weighted  average common shares  outstanding.
     Earnings per common share, assuming dilution ("Diluted EPS") is computed by
     dividing net income plus a pro forma  addback of debenture  interest by the
     weighted average common shares outstanding plus potential dilution from the
     conversion of debentures and the exercise of stock options and warrants.

<PAGE>

A reconciliation of the numerators and denominators of the Basic EPS and Diluted
EPS calculations is as follows:
<TABLE>
<CAPTION>
                                                                    Nine Months 
                                                                   Ended March 31,        
                                                                   ---------------
                                                                   1999      1998
                                                                   ----      ----
                                                      (In thousands, except per share data) 

     <S>                                                         <C>       <C>  
     Computation of Adjusted Net Income:
     Net income for basic earnings per common share              $  5,256  $  4,895
     Add:  Debenture interest and amortization       
       expense, net of income taxes                                  -          103 
                                                                 --------  -------- 
    Adjusted net income for diluted
       earnings per common share                                 $  5,256  $  4,998
                                                                 ========  ======== 
     Computation of Adjusted Weighted Average
       Shares Outstanding:
     Weighted average shares outstanding                           17,628    13,948
     Add:  Shares assumed to be issued upon
       conversion of debentures                                      -          522 
     Add:  Effect of dilutive options and warrants 
       outstanding                                                  1,345     1,279 
                                                                 --------  -------- 
     Weighted average shares and common share
       equivalents used for computation of
       diluted earnings per common share                           18,973    15,749 
                                                                 ========  ======== 
     Net Income Per Common Share:
       Basic                                                        $ .30     $ .35 
                                                                    =====     =====  
       Diluted                                                      $ .28     $ .32 
                                                                    =====     =====  
</TABLE>
<TABLE>
<CAPTION>
                                                                    Three Months
                                                                   Ended March 31,      
                                                                   ---------------
                                                                   1999      1998
                                                                   ----      ----
                                                      (In thousands, except per share data) 

      <S>                                                        <C>       <C>    
      Net income for basic and diluted earnings per 
       common share                                              $    188  $  2,057 
                                                                 ========  ======== 
     Computation of Adjusted Weighted Average
       Shares Outstanding:
     Weighted average shares outstanding                           17,839    14,749
     Add:  Effect of dilutive options and warrants 
       outstanding                                                  1,577     1,383 
                                                                 --------  -------- 
     Weighted average shares and common share
       equivalents used for computation of
       diluted earnings per common share                           19,416    16,132 
                                                                 ========  ======== 
     Net Income Per Common Share:
       Basic                                                        $ .01     $ .14 
                                                                    =====     =====  
       Diluted                                                      $ .01     $ .13 
                                                                    =====     =====  
</TABLE>
<PAGE>
5.   Bank Loan Agreements
     --------------------
     As of February 25, 1999, the Company  replaced a previous  agreement with a
     revised revolving credit,  term loan and mortgage  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 $23.0
     million,  a term loan of $20.0  million  and a  mortgage  on its  Plainview
     property for $4.5 million.  The  revolving  credit and term loans expire in
     December 2002. The term loan is payable in quarterly  installments of $1.25
     million  beginning  September  30, 1999 with final  payment on December 31,
     2002. As of March 31, 1999,  the  outstanding  term loan was $17.5 million.
     The interest  rate on borrowings  under this  agreement is at various rates
     depending   upon   certain   financial   ratios,   with  the  current  rate
     substantially  equivalent to LIBOR  (approximately  5.0% at March 31, 1999)
     plus 1.50% on the revolving  credit  borrowings and LIBOR plus 1.75% on the
     term loan  borrowings.  The Company  paid a facility fee of $100,000 and is
     required to pay a  commitment  fee of .25% per annum of the average  unused
     portion of the  credit  line.  The  Company  mortgaged  its  Plainview,  NY
     property in the amount of $4.5 million. This mortgage is payable in monthly
     installments of  approximately  $26,000  through March,  2008 and a balloon
     payment  of $1.6  million  in April  2008.  The  interest  rate  under this
     agreement is at various rates depending upon certain financial ratios, with
     the current rate substantially equivalent to LIBOR plus 1.50%.

     The  terms of the  agreement  require  compliance  with  certain  covenants
     including  minimum  consolidated  tangible  net worth and pretax  earnings,
     maintenance   of  certain   financial   ratios,   limitations   on  capital
     expenditures  and  indebtedness  and  prohibition  of the  payment  of cash
     dividends.  In connection with the purchase of certain materials for use in
     manufacturing, the Company has a letter of credit facility of $2.0 million.
     At March 31,  1999,  the  Company's  available  unused  line of credit  was
     approximately $21.0 million after consideration of the letter of credit.

     On December 29, 1998, the Company  financed the  acquisition and renovation
     of the land and  building  of its Pearl  River,  NY facility  and  received
     proceeds amounting to $4.2 million.  These borrowings are payable in annual
     installments of approximately $200,000 through 2019.

 6.  Inventories
     -----------
     Inventories consist of the following:
<TABLE>
<CAPTION>
                                      March 31,           June 30,
                                        1999               1998     
                                      ---------           --------  
                                             (In thousands)
                    <S>               <C>                <C>     
                    Raw Materials     $ 19,705           $ 12,012
                    Work in Process     11,864             12,737  
                    Finished Goods       3,150              5,102 
                                      --------           --------
                                      $ 34,719           $ 29,851 
                                      ========           ========
</TABLE>


 7.  Income Taxes
     ------------
     The Company is undergoing  routine audits by various taxing  authorities of
     several of its state and local  income tax returns  covering  periods  from
     1994 to 1996.  Management  believes  that  the  probable  outcome  of these
     various  audits should not  materially  affect the  consolidated  financial
     statements of the Company.
<PAGE>
 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 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.  This
     action is in the discovery  stage.  Based upon  available  information  and
     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 will not have a materially  adverse effect on
     the Company's consolidated financial statements.

 9.  Conversion of 7-1/2% Debentures
     -------------------------------
     On September 8, 1997,  the Company  called for the redemption of all of its
     outstanding  7-1/2%  Senior  Subordinated   Convertible  Debentures  ($10.0
     million) at 104-1/2% of the principal  amount.  As of October 1997,  all of
     the principal amount  outstanding was converted into Common Stock at $5-5/8
     per share.  In connection with the  conversions,  $599,000 of deferred bond
     issuance costs were charged to additional paid-in capital.

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


Overview

   Aeroflex,  founded in 1937,  utilizes its advanced  design,  engineering  and
manufacturing  capabilities to provide state-of-the-art  microelectronic module,
integrated  circuit,  interconnect  and testing  solutions used in communication
applications  for  commercial  and defense  markets.  Its  products  are used in
satellite,   personal   wireless,   cable   television   ("CATV")   and  defense
communications  markets. It also designs and manufactures motion control systems
and shock and vibration  isolation  systems used for commercial,  industrial and
defense applications.  The Company's operations are grouped into three segments:
Microelectronics;   Test,  Measurement  and  Other  Electronics;   and  Isolator
Products.  The Company's  consolidated financial statements include the accounts
of Aeroflex  and its  subsidiaries,  all of which are  wholly-owned,  except for
Europtest, as discussed below.

   Effective  February 25,  1999,  the Company  acquired all of the  outstanding
stock of UTMC Microelectronic  Systems, Inc. ("UTMC") for $42.5 million of cash.
Prior to the  acquisition,  UTMC  distributed  by dividend  to its  then-parent,
United Technologies Corporation,  the assets and United Technologies assumed the
liabilities  of the  circuit  card  assembly  portion  of UTMC's  business.  The
purchase  price was paid with  available  cash of $22.5  million and  borrowings
under the Company's bank loan  agreement of $20.0  million.  UTMC is a leader in
supplying  radiation-tolerant  integrated circuits for satellite communications.
The acquired company's net sales,  excluding the circuit card assembly business,
were approximately $33.4 million for the year ended December 31, 1998.

   Effective  September  1,  1998,  the  Company  acquired  90% of the  stock of
Europtest,  S.A. (France) for approximately $1.1 million. The purchase agreement
also requires that the Company  purchase the remaining 10% of Europtest pro rata
over a three-year  period at prices determined based upon net sales of Europtest
products.   Europtest  develops  and  sells  specialized   software-driven  test
equipment  used  primarily  in  cellular,  satellite  and  other  communications
applications.  The acquired  company's net sales were approximately $1.9 million
for the year ended March 31, 1998.

   Approximately  42% and 50% of the  Company's  sales for fiscal years 1998 and
1997, respectively, were to agencies of the United States Government or to prime
defense  contractors  or  subcontractors  of the United States  Government.  The
Company's overall dependence on the defense market has been declining  following
its 1996  acquisition  of MIC  Technology  and the  resulting  expansion  of its
Microelectronics business which is more commercially oriented, and a focusing of
resources towards developing standard products for the commercial market.

   Management  believes that potential  reductions in defense  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.

   In June 1997,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure About
Segments of an  Enterprise  and Related  Information,"  which is  effective  for
fiscal years  beginning  after  December 15, 1997.  This  statement  establishes
standards  for  reporting  information  about  operating  segments  and  related
disclosures  about products and services,  geographic areas and major customers.
The Company adopted this standard effective July 1, 1998, as required,  and does
not  believe  the  adoption  will  result in a  material  change to its  segment
disclosures in its fiscal 1999 annual financial statements.

   In June 1998,  the FASB  issued  SFAS No.  133,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities,"  which is  effective  for  fiscal  years
beginning  after June 15,  1999.  This  statement  requires  companies to record
derivatives  on the balance sheet as assets or  liabilities at their fair value.
In  certain  circumstances  changes  in the  value  of such  derivatives  may be
required to be recorded as gains or losses.  Management believes that the impact
of this statement will not have a material effect on the Company's  consolidated
financial statements.
<PAGE>
Market Risk

   The  Company is exposed to market risk  related to changes in interest  rates
and, to an immaterial  extent,  foreign  currency  exchange  rates.  Some of the
Company's  debt is at fixed  rates of  interest  or at a  variable  rate with an
interest rate swap  agreement to  effectively  make it a fixed rate of interest.
That debt which is subject to a floating rate of interest  (30-day LIBOR) and is
not hedged by an interest  rate swap amounts to  approximately  $26.7 million at
March 31, 1999. If market  interest  rates increase by 10 percent from levels at
March 31, 1999, the effect on the Company's  results of operations  would not be
material.

Year 2000 Compliance

     Management has initiated a company-wide  program and has developed a formal
plan of  implementation  to prepare the Company for the Year 2000. This includes
taking  actions  designed to ensure that the  Company's  information  technology
("IT") systems, products and infrastructure are Year 2000 compliant and that its
customers,  suppliers  and service  providers  have taken  similar  action.  The
Company is in the  process of  evaluating  its  internal  issues - all of its IT
systems, products,  equipment and other facilities systems - and modifying items
that are not compliant. With respect to its external issues customers, suppliers
and service  providers - the Company is surveying them primarily through written
correspondence.  The Company  expects to incur internal staff costs,  as well as
consulting and other  expenses,  and believes the total costs to be incurred for
all internal  Year 2000  compliance  related  projects  will not have a material
impact on the Company's business, results of operations or financial condition.

     The  Company  has  completed   substantially  all  of  its   investigation,
remediation and contingency planning activities for all mission critical systems
and areas. The Company has received written  correspondence  from  substantially
all mission  critical  third parties  indicating  their  compliance but has also
created  contingency  plans such as increasing  inventory levels and identifying
alternative sources. Despite its efforts to survey its customers,  suppliers and
service  providers,  management  cannot be certain  as to the  actual  Year 2000
readiness of these third parties or the impact that any  non-compliance on their
part may have on the  Company's  business,  results of  operations  or financial
condition, which impact may be material.

Results of Operations

Nine Months Ended March 31, 1999 Compared to Nine Months Ended March 31, 1998 

   Net Sales.  Net sales  increased  28.4% to $108.4 million for the nine months
ended  March 31, 1999 from $84.4  million  for the nine  months  ended March 31,
1998. Net sales in the Microelectronics segment increased 29.3% to $68.1 million
for the nine months ended March 31, 1999 from $52.7  million for the nine months
ended  March 31,  1998 due to  increased  sales  volume in both  microelectronic
modules and thin film  interconnects  and due to the  acquisition of UTMC at the
end of February 1999. Net sales in the Test,  Measurement and Other  Electronics
segment  increased  49.4% to $26.9  million for the nine months  ended March 31,
1999 from $18.0  million for the nine months ended March 31, 1998  primarily due
to increased sales volume in both frequency synthesizers (including shipments on
the new Navy CASS  program) and high speed  automatic  test  systems  (primarily
satellite payload test equipment for Hughes Space and Communications) and due to
the acquisition of Europtest in September 1998 offset in part by decreased sales
volume in stabilization and tracking devices. Net sales in the Isolator Products
segment decreased 2.5% to $13.4 million for the nine months ended March 31, 1999
from $13.7 million for the nine months ended March 31, 1998.

   Gross Profit.  Cost of sales  includes  materials,  direct labor and overhead
expenses such as engineering labor, fringe benefits,  allocable occupancy costs,
depreciation and manufacturing  supplies.  Gross profit increased 34.2% to $38.9
million for the nine months ended March 31, 1999 from $29.0 million for the nine
months ended March 31, 1998. Gross margin increased to 35.9% for the nine months
ended March 31, 1999 from 34.4% for the nine months  ended March 31,  1998.  The
increase  was  primarily a result of increased  margins in the  Microelectronics
segment  reflecting  the greater  efficiencies  of higher volume and a favorable
sales mix in that segment.
<PAGE>
   Selling,   General   and   Administrative   Costs.   Selling,   general   and
administrative  costs include office and management  salaries,  fringe benefits,
commissions and advertising costs.  Selling,  general and  administrative  costs
increased  14.3% to $18.3 million (16.9% of net sales) for the nine months ended
March 31, 1999 from $16.0 million (19.0% of net sales) for the nine months ended
March 31, 1998.  The  increase  was  primarily  due to labor  related  expenses,
including salaries for additional hires.

   Research and Development  Costs.  Research and  development  costs consist of
material,  engineering labor and allocated overhead.  Company sponsored research
and development costs (exclusive of the charge for acquired  in-process research
and  development)  increased  95.8% to $6.9 million  (6.3% of net sales) for the
nine months ended March 31, 1999 from $3.5  million  (4.2% of net sales) for the
nine months ended March 31, 1998. The increase was primarily attributable to the
costs for development of a new low-cost,  high speed, high performance frequency
synthesizer intended for commercial communication test systems.

   Acquired  In-Process  Research  and  Development.   In  connection  with  the
acquisition of UTMC, the Company allocated $3.5 million of the purchase price to
incomplete  research and development  projects.  This allocation  represents the
estimated  fair value based on future cash flows that have been  adjusted by the
projects'  completion  percentage.  At the acquisition  date, the development of
these  projects  had not yet reached  technological  feasibility  and the R&D in
progress had no alternative future uses. Accordingly,  these costs were expensed
as of the acquisition date.

   The Company used an independent third-party appraiser to assess and value the
in-  process  research  and  development.  The value  assigned to this asset was
determined by identifying  significant research projects for which technological
feasibility  had not been  established.  In the case of UTMC,  this included the
design,  development,  and testing  activities  associated  with its  Commercial
Products,  Data Bus Products,  Radiation Hardened  ("RadHard") Products and ASIC
Products.  The  research  and  development  projects  are  associated  with  the
introduction   of  several  new   products  as  well  as  specific   significant
enhancements  to existing  products.  Valuation  of  development  efforts in the
future has been excluded from the R&D appraisal.

   The nature of the efforts to develop the acquired in-process  technology into
a  commercially  viable  product  relate  to the  completion  of  all  planning,
designing,  and  prototyping  and  testing  activities  that  are  necessary  to
establish  that the  proposed  technologies  meet  their  design  specifications
including functional, technical and economic performance requirements.

   The value  assigned to purchased  in-process  technology  was  determined  by
estimating the contribution of the purchased in-process technology in developing
a commercially viable product,  estimating the resulting net cash flows from the
expected sales of such a product,  and  discounting  the net cash flows to their
present value using an appropriate discount rate.

   Revenue  growth rates for UTMC were  estimated  by the third party  appraiser
based on a detailed forecast prepared by management,  as well as the appraiser's
discussions with finance, marketing and engineering  representatives of Aeroflex
and UTMC.  Allocation of total UTMC  projected  revenues to  in-process  R&D was
based on the  appraiser's  discussions  with  Aeroflex  and UTMC  management.  A
significant  portion of UTMC's future revenues is expected to originate from the
sale of products that are not yet completed.  However,  UTMC's existing products
and  technologies  are  expected  to generate  sales  through  2008.  Management
believes that sales of the new products, if successfully completed,  would begin
in the later half of 1999.

   Selling, general and administrative expenses and profitability estimates were
determined  based on  management  forecasts as well as an analysis of comparable
companies' margin expectations.
<PAGE>
   The  projections  utilized  in the  transaction  pricing and  purchase  price
allocation exclude the potential  synergistic  benefits related  specifically to
Aeroflex's  ownership.  Due to the relatively early stage of the development and
reliance on future,  unproven  products  and  technologies,  the cost of capital
(discount  rate) for UTMC was estimated  using venture  capital rates of return.
Due to the nature of the forecast and the risks  associated  with the  projected
growth and  profitability  of the  development  projects,  a discount rate of 45
percent  was used to  discount  cash flows from the  in-process  products.  This
discount rate is commensurate with UTMC's market position,  the uncertainties in
the economic estimates described above, the inherent uncertainty surrounding the
successful development of the purchased in-process  technology,  the useful life
of  such  technology,  the  profitability  levels  of such  technology,  and the
uncertainty  related to  technological  advances  that could  render even UTMC's
development stage technologies obsolete.

   The Company  believes  that the foregoing  assumptions  used in the forecasts
were  reasonable  at the time of the  acquisition.  No  assurance  can be given,
however,  that the underlying  assumptions  used to estimate sales,  development
costs or  profitability,  or the  events  associated  with  such  projects  will
transpire  as  estimated.  For  these  reasons,  actual  results  may vary  from
projected results.

   Remaining  development  efforts  for UTMC's  R&D  include  various  phases of
design, development,  and testing. Anticipated completion dates for the projects
in  progress  will  occur in 1999 at which  time the  Company  expects  to begin
generating  the  economic  benefits  from  the  technologies.  Funding  for such
projects is expected to come from internally generated sources.

   As evidenced by the  continued  support of the  development  of its projects,
management  believes  the  Company  has  a  reasonable  chance  of  successfully
completing  the R&D  programs.  However,  as with all of  Aeroflex's  technology
development,  there  is risk  associated  with  the  completion  of the UTMC R&D
projects,  and there is no assurance that  technological  or commercial  success
will be achieved.

   If the development of UTMC's in-process  research and development  project is
unsuccessful,  the sales  and  profitability  of the  Company  may be  adversely
affected  in future  periods.  Commercial  results  are also  subject to certain
market events, and risks, which are beyond the Company's control, such as trends
in technology,  changes in government  regulation,  market size and growth,  and
product introduction or other actions by competitors.

   Other Expense  (Income).  Interest expense  decreased to $1.0 million for the
nine months  ended March 31,  1999 from $1.8  million for the nine months  ended
March 31, 1998, primarily due to reduced levels of borrowings throughout most of
the current period. Other income of $734,000 for the nine months ended March 31,
1999 consisted  primarily of interest income.  Other expense was $41,000 for the
nine months  ended March 31, 1998  comprised  primarily of $102,000 of debenture
redemption  costs net of $62,000 of interest  income.  Interest income increased
due to  increased  levels of cash  equivalents  throughout  most of the  current
period.  The  reduced  levels of  borrowings  and the  increased  levels of cash
equivalents resulted from the net proceeds of $31.3 million from stock issued in
a public offering completed in March 1998. In connection with the acquisition of
UTMC at the end of February 1999, the Company used most of its cash  equivalents
and increased its borrowings by $20.0 million.

   Provision for Income Taxes.  Income taxes  recorded by the Company  increased
70.9% to $4.7 million (an effective  income tax rate of 34.9%,  exclusive of the
special  charge) for the nine months  ended March 31, 1999 from $2.8 million (an
effective  income tax rate of 36.0%) for the nine months  ended March 31,  1998.
The income tax provisions for the two periods  differed from the amount computed
by applying  the U.S.  Federal  income tax rate to income  before  income  taxes
primarily  due to state and local  income  taxes and  research  and  development
credits.
<PAGE>
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998 

   Net Sales.  Net sales  increased  30.1% to $40.6 million for the three months
ended March 31, 1999 from $31.2  million  for the three  months  ended March 31,
1998. Net sales in the Microelectronics segment increased 31.4% to $25.8 million
for the three  months  ended  March 31,  1999 from $19.6  million  for the three
months  ended  March  31,  1998  primarily  due to  increased  sales  volume  of
microelectronic modules and as a result of the acquisition of UTMC at the end of
February 1999. Net sales in the Test,  Measurement and Other Electronics segment
increased  50.6% to $10.1 million for the three months ended March 31, 1999 from
$6.7 million for the three months ended March 31, 1998  primarily as a result of
increased sales volume of frequency synthesizers (including shipments on the new
Navy CASS program). Net sales in the Isolator Products segment decreased 3.6% to
$4.7 million for the three months ended March 31, 1999 from $4.9 million for the
three months ended March 31, 1998.

   Gross  Profit.  Gross profit  increased  41.5% to $15.4 million for the three
months ended March 31, 1999 from $10.9  million for the three months ended March
31, 1998.  Gross margin  increased to 37.9% for the three months ended March 31,
1999 from 34.9% for the three  months  ended March 31,  1998.  The  increase was
primarily  a  result  of  increased  margins  in  the  Microelectronics  segment
reflecting the greater  efficiencies of higher volume and because UTMC generally
has higher margins than the balance of the Company.

   Selling,   General   and   Administrative   Costs.   Selling,   general   and
administrative  costs  increased  22.3% to $6.9 million (17.0% of net sales) for
the three months ended March 31, 1999 from $5.7 million (18.1% of net sales) for
the three  months ended March 31, 1998.  The increase was  primarily  due to the
addition of UTMC expenses.

   Research and Development  Costs.  Company sponsored  research and development
costs (exclusive of the charge for acquired in-process research and development)
increased  74.2% to $2.6 million  (6.4% of net sales) for the three months ended
March 31, 1999 from $1.5 million  (4.7% of net sales) for the three months ended
March 31, 1998. The increase was primarily  attributable  to the  acquisition of
UTMC,  since UTMC  generally  has a larger  amount of research  and  development
costs.

   Acquired  In-Process  Research  and  Development.   In  connection  with  the
Company's  purchase of UTMC, the Company  allocated $3.5 million of the purchase
price to in-process research and development. Since the research and development
projects  had not  reached  technological  feasability,  this $3.5  million  was
charged to  expense  in the third  quarter  of fiscal  1999 in  accordance  with
generally accepted accounting principles.

   Other Expense (Income).  Interest expense decreased to $457,000 for the three
months  ended March 31, 1999 from  $548,000 for the three months ended March 31,
1998,  primarily  due to reduced  levels of  borrowings  throughout  most of the
current quarter. Other income, net was $190,000 for the three months ended March
31, 1999 including interest income of $184,000. Other income was $33,000 for the
three months ended March 31, 1998.  Interest  income  increased due to increased
levels of cash equivalents  throughout most of the current quarter.  The reduced
levels of borrowings and the increased levels of cash equivalents  resulted from
the net  proceeds  of $31.3  million  from  stock  issued  in a public  offering
completed in March 1998. In connection  with the  acquisition of UTMC at the end
of February  1999, the Company used most of its cash  equivalents  and increased
its borrowings by $20.0 million.

   Provision for Income Taxes.  Income taxes  recorded by the Company  increased
66.0% to $2.0 million (an  effective  income tax rate of 34.6%  exclusive of the
special  charge) for the three months ended March 31, 1999 from $1.2 million (an
effective  income tax rate of 36.4%) for the three  months ended March 31, 1998.
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  due to state and local  income  taxes and  research  and  development
credits.
<PAGE>
Liquidity and Capital Resources

   As of February 25, 1999,  the Company  replaced a previous  agreement  with a
revised revolving credit,  term loan and mortgage 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 $23.0 million,
a term loan of $20.0 million and a mortgage on its  Plainview  property for $4.5
million.  The revolving  credit and term loans expire in December 2002. The term
loan is payable in quarterly  installments of $1.25 million beginning  September
30, 1999 with final  payment on December  31, 2002.  As of March 31,  1999,  the
outstanding  term loan was $17.5 million.  The interest rate on borrowings under
this agreement is at various rates depending upon certain financial ratios, with
the current rate substantially  equivalent to LIBOR (approximately 5.0% at March
31, 1999) plus 1.50% on the revolving credit  borrowings and LIBOR plus 1.75% on
the term loan  borrowings.  The Company  paid a facility  fee of $100,000 and is
required to pay a commitment fee of .25% per annum of the average unused portion
of the credit line.  The Company  mortgaged  its  Plainview,  NY property in the
amount of $4.5  million.  This  mortgage is payable in monthly  installments  of
approximately  $26,000 through March, 2008 and a balloon payment of $1.6 million
in April  2008.  The  interest  rate under this  agreement  is at various  rates
depending upon certain  financial  ratios,  with the current rate  substantially
equivalent to LIBOR plus 1.50%.

   The  terms  of  the  agreement  require  compliance  with  certain  covenants
including  minimum   consolidated   tangible  net  worth  and  pretax  earnings,
maintenance of certain financial ratios, limitations on capital expenditures and
indebtedness  and  prohibition of the payment of cash  dividends.  In connection
with the purchase of certain materials for use in manufacturing, the Company has
a letter of credit  facility of $2.0 million.  At March 31, 1999,  the Company's
available  unused  line  of  credit  was   approximately   $21.0  million  after
consideration of the letter of credit.

   On December 29, 1998, the Company  financed the acquisition and renovation of
the land and  building of its Pearl River,  NY facility  and  received  proceeds
amounting to $4.2 million.  These borrowings are payable in annual  installments
of approximately $200,000 payable through 2019.

   In March 1998,  the Company sold 2.6 million  shares of its Common Stock in a
public  offering  for $31.3  million,  net of an  underwriting  discount of $2.0
million and issuance costs of $496,000. Of these net proceeds,  $9.6 million was
used to repay  bank  indebtedness.  The  balance  of the net  proceeds  was used
primarily for the acquisition of UTMC.

   During June 1994,  the Company  completed a sale of $10.0  million  principal
amount of 7- 1/2% Senior Subordinated Convertible Debentures ("Debentures").  On
September 8, 1997,  the Company  called for  redemption  all of its  outstanding
Debentures at 104-1/2% of the principal amount.  The Debentures were convertible
into the Company's  Common Stock at a price of $5-5/8 per share through  October
6,  1997.  As of October  1997,  all of the  principal  amount  outstanding  was
converted into Common Stock.

   The Company's  order backlog at March 31, 1999 and 1998 was $92.1 million and
$69.4 million, respectively.

   As of March 31, 1999, the Company had $45.8 million in working  capital.  The
Company's  net cash  provided by operating  activities  was $7.2 million for the
nine months ended March 31,  1999.  Net cash used in  investing  activities  was
$49.4 million for the nine months ended March 31, 1999,  consisting primarily of
$43.5  million for the  acquisition  of both UTMC and Europtest and $6.9 million
for  capital  expenditures  (including  $2.5  million for the  acquisition  of a
previously leased operating  facility in Pearl River, NY) offset by the proceeds
from the sale of equipment of $1.0 million under a  sale-leaseback  arrangement.
Net cash provided by financing  activities was $21.3 million for the nine months
ended March 31, 1999, consisting primarily of the proceeds of $20.0 million from
the revised  revolving  credit and term loan  facility and $4.2 million from the
financing of the Pearl River, NY facility,  offset, in part, by debt payments of
$3.9 million.

   Management  of the  Company  believes  that  internally  generated  funds and
available   lines  of  credit  will  be  sufficient  for  its  working   capital
requirements,  capital  expenditure  needs and the  servicing of its debt for at
least the next twelve months.
<PAGE>
Forward-Looking Statements

   All  statements  other than  statements of  historical  fact included in this
Report on Form 10-Q, including without limitation statements under "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
regarding  the Company's  financial  position,  business  strategy and plans and
objectives   of   management   of  the  Company  for  future   operations,   are
forward-looking statements. When used in this Report on Form 10-Q, words such as
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions,
as they  relate to the  Company or its  management,  identify  forward-  looking
statements.  Such  forward-looking  statements  are based on the  beliefs of the
Company's  management,  as well as assumptions made by and information currently
available to the Company's  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,  the
ability of the Company to  integrate  the  production  facilities  of UTMC,  and
general economic  conditions.  Such statements  reflect the current views of the
Company with respect to future  events and are subject to these and other risks,
uncertainties and assumptions relating to the operations, results of operations,
growth strategy and liquidity of the Company.
<PAGE>
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

          On  February  10,  1999,  the  Company   amended  its  Certificate  of
          Incorporation  to increase its authorized  capital stock to 41,000,000
          shares, of which 40,000,000  shares are common stock,  $0.10 par value
          and  1,000,000 are preferred  stock,  $0.10 par value from  26,000,000
          shares,  of which  25,000,000  were common stock,  $0.10 par value and
          1,000,000 were preferred stock, $0.10 par value.

          In  connection  with the  amendment to the  Company's  Certificate  of
          Incorporation,   on  February  10,  1999,  the  Company   amended  its
          Certificate  of  Designation  for its  Series A  Junior  Participating
          Preferred Stock to increase the number of shares  designated to 40,000
          from 25,000

Item 3.  Defaults upon Senior Securities
 
         None

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

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

               10.1 Employment  Agreement  dated as of March 1, 1999 between the
                    Company and Harvey R. Blau.

               10.2 Employment  Agreement  dated as of March 1, 1999 between the
                    Company and Michael Gorin.

               10.3 Employment  Agreement  dated as of March 1, 1999 between the
                    Company and Leonard Borow.

               27   Financial Data Schedule

         (b)  Reports on Form 8-K

               (1)  Current  Report on Form 8-K dated February 25, 1999 covering
                    Item 2- Acquisition or Disposition of Assets, Item 5 - Other
                    Events  and  Item  7  -  Financial  Statements,   Pro  Forma
                    Financial Information and Exhibits.

               (2)  Report on Form  8-K/A  dated May 5, 1999  covering  Item 7 -
                    Financial  Statements,  Pro Forma Financial  Information and
                    Exhibits.

<PAGE>
                                   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)




May 12, 1999                     By: s/Michael Gorin         
                                     --------------------------------
                                       Michael Gorin
                                   President, Chief Financial Officer
                                     and Principal Accounting Officer