UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): February 8, 2011

~~Date of~~AEROFLEX ~~Report~~HOLDING ~~(Date of earliest event reported): December 22, 2010~~CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34974	01-0899019
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

AEROFLEX INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Delaware	~~333~~033-~~156061~~88878	11-1974412
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

35 South Service Road
35 South Service Road, P.O. Box 6022
P.O. Box 6022
Plainview, New York	11803
Plainview, New York		11803
(Address of Principal Executive Offices)	(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

(516) 694-6700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.0102. Results ~~Other~~of ~~Events~~Operations and Financial Condition.

On ~~December~~February 228, ~~2010~~2011, Aeroflex ~~Incorporated (the “Company”), a wholly owned subsidiary of Aeroflex~~ Holding Corp. ~~(“Aeroflex Holding”),~~ issued a press release announcing ~~the repurchase of $26.0 million of~~ its ~~11.75% Senior~~ ~~Subordinated~~financial ~~Unsecured~~results ~~Term~~for ~~Loans (~~the ~~“Term~~quarter ~~Loans”)~~ended atDecember ~~a price of $1~~31,~~110~~ ~~for each $1,000 of principal amount of Term Loans repurchased, plus accrued interest, using the proceeds of Aeroflex Holding’s recently completed initial public offering~~2010. ~~This~~A ~~repurchase,~~copy ~~together with the amounts~~of ~~previously repurchased by~~ the ~~Company~~press ~~pursuant~~release tois ~~its~~attached ~~tender~~hereto ~~offer~~as ~~which~~Exhibit ~~closed on December 7, 2010 (the “Tender Offer”), bring the total amount of Term Loans repurchased by the Company to approximately $154~~99.~~4 million~~1.

The Company also repurchased in the Tender Offer an aggregate of approximately $32.2 million of its 11.75% Senior Notes due 2015 (the “Senior Notes”).

As a result of the above described repurchases, the Company currently has outstanding approximately $13.6 million of Term Loans and $192.8 million of Senior Notes.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

~~The following exhibit is filed with this Current Report pursuant to Item 8~~(d) Exhibits.~~01.~~

~~(d) Exhibits~~99.1 Press Release, dated February 8, 2011

~~Exhibit 99~~The information filed as an exhibit to this Form 8-K is being furnished in accordance with Item 2.~~1 Press~~02 and shall not be deemed to be “filed” for the purposes ~~Release~~of ~~dated~~Section ~~December~~18 22of the Securities Exchange Act of 1934, ~~2010~~as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AEROFLEX HOLDING CORP. By: /s/ John Adamovich, Jr. John Adamovich, Jr. Senior Vice President, Chief Financial Officer and Secretary AEROFLEX INCORPORATED By: /s/ John Adamovich, Jr. John Adamovich, Jr. Senior Vice President, Chief Financial Officer and Secretary

Date: ~~December~~February 228, ~~2010~~2011

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