Exhibit 23.2


            Consent of Independent Registered Public Accounting Firm


To the Board of Directors
Aeroflex Incorporated:


We consent to the incorporation by reference in this  registration  statement on
Form S-8 of Aeroflex  Incorporated  of our reports  dated  September  12,  2006,
relating to (i) the  consolidated  balance sheets of Aeroflex  Incorporated  and
subsidiaries  as of  June  30,  2006  and  2005,  and the  related  consolidated
statements of earnings,  stockholders'  equity and comprehensive income and cash
flows for each of the years in the  three-year  period ended June 30, 2006,  and
the related financial  statement schedule,  and (ii) management's  assessment of
the  effectiveness of internal  control over financial  reporting as of June 30,
2006, and the  effectiveness of internal control over financial  reporting as of
June 30, 2006,  which reports  appear in the June 30, 2006 Annual Report on Form
10-K  of  Aeroflex  Incorporated.  Our  report  on  the  Company's  consolidated
financial statements referred to in (i) above contains an explanatory  paragraph
related to the Company's adoption of FASB  Interpretation No. 47, Accounting for
Conditional  Asset  Retirement  Obligations,  effective  June 30, 2006,  and the
adoption of Statement of Financial Accounting Standards No. 123 (R), Share-Based
Payment, effective July 1, 2005.


/s/ KPMG, LLP

Melville, New York
September 26, 2006