UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~February~~April 825, 2011

AEROFLEX HOLDING 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	~~033-88878~~	11033-~~1974412~~88878	11-1974412
(State or Other Jurisdiction	~~(Commission~~	(~~I.R.S. Employer~~Commission	(I.R.S. Employer
of Incorporation)	~~File Number)~~	~~Identification~~File ~~No.~~Number)	Identification No.)
35 South Service Road, P.O. Box 6022
Plainview, New York			11803
(Address of Principal Executive Offices)			(Zip Code)

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

(516) 694-6700

(Registrant’s telephone number, including area code)

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

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

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

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

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

Item 2 8.0201. ~~Results~~ Other ~~of Operations and Financial Condition~~Events.

On ~~February~~ 8April 25, 2011, Aeroflex Incorporated, a wholly owned subsidiary of Aeroflex Holding Corp., issued a press release announcing ~~its financial~~that ~~results~~it has commenced a cash tender offer for ~~the~~any ~~quarter~~and ~~ended~~all ~~December~~of ~~31,~~its ~~2010~~outstanding 11. 75% Senior Notes due 2015. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

99.1 Press Release, dated ~~February~~April 825, 2011

The information filed as an exhibit to this Form 8-K is being furnished in accordance with Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, 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 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: ~~February 8~~ April 25, 2011

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