UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

Amendment No. 2

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(B) OR 12(G) OF THE

SECURITIES EXCHANGE ACT OF 1934

AEROFLEX INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware	11-1974412
(State of Incorporation or Organization)	(I.R.S. Employer Identification No)

35 South Service Road, Plainview, New York	11803
(Address of Principal Executive Offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

	Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered

	Preferred Share Purchase Rights		The NASDAQ Stock Market LLC

	If this form relates to the registration of a class of securities pursuant to Section12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. /X/		If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. / /

Securities Act registration statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(g) of the Act: None

AMENDMENT NO. 2 TO FORM 8-A

We hereby amend the following items, exhibits or other portions of our Form 8-A filed on August 14, 1998, as amended by Amendment No. 1 to Form 8-A filed on March 5, 2007, related to our Preferred Share Purchase Rights, as set forth below.

Item 1. Description of Registrant's Securities to be Registered.

On May 25, 2007, Aeroflex Incorporated (the "Company") and American Stock Transfer & Trust Company (the “Rights Agent”) executed an amendment (the "Amendment") to the Company's Rights Agreement, dated as of August 14, 1998, as amended by that certain Amendment No. 1 to the Rights Agreement, dated as of March 2, 2007 (collectively, the "Rights Agreement"). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Rights Agreement.

On March 2, 2007, the Company entered into an Agreement and Plan of Merger (the "Prior Merger Agreement") with AF Holdings, Inc. and AF Merger Sub, Inc. In connection with the Prior Merger Agreement, the Company and the Rights Agent entered into Amendment No. 1 on March 2, 2007. Amendment No. 1 is of no further force and effect pursuant to its own terms as a result of the termination and abandonment by the Company on May 25, 2007 of the Prior Merger Agreement.

On May 25, 2007, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with AX Holding Corp. ("Parent") and AX Acquisition Corp ("Merger Sub"). In connection with the Merger Agreement and other related transactions contemplated thereby, the Board of Directors of the Company authorized the amendment of the Rights Agreement. The Amendment provides that (i) neither Parent, Merger Sub nor any of their respective Affiliates or Associates shall be deemed an Acquiring Person by virtue of the execution of the Merger Agreement or the consummation of the transactions contemplated thereby and (ii) no Distribution Date or Shares Acquisition Date shall be deemed to have occurred by reason of the execution of the Merger Agreement or consummation of the transactions contemplated thereby.

The Amendment adds a new section to the Rights Agreement, which provides that the Rights Agreement and the Rights established thereby will terminate in all respects immediately prior to the consummation of the merger.

The Amendment further provides that if for any reason the Merger Agreement is terminated and the merger is abandoned, then the Amendment shall be of no further force and effect and the Rights Agreement shall remain exactly the same as it existed immediately prior to execution of the Amendment.

The Rights Agreement, including the form of the Rights Certificate, is filed as an exhibit to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 14, 1998 and is incorporated herein by reference. The Amendment is filed as Exhibit 4.1 hereto and incorporated herein by reference. The foregoing description of the Rights Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 2. Exhibits

Exhibit No.

Description

4.1

Amendment to Rights Agreement, dated as of May 25, 2007, between Aeroflex Incorporated and American Stock Transfer & Trust Company.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

AEROFLEX INCORPORATED

By:	/s/ John Adamovich, Jr.
	Name:	John Adamovich, Jr.
	Title:	Senior Vice President and Chief Financial Officer

Dated: May 25, 2007

EXHIBIT INDEX

Exhibit No.	Description

4.1	Amendment to Rights Agreement, dated as of May 25, 2007, between Aeroflex Incorporated and American Stock Transfer & Trust Company.

Exhibit 4.1

Amendment to Rights Agreement

AMENDMENT TO RIGHTS AGREEMENT, dated as of May 25, 2007, (this “Amendment”), to the Rights Agreement, dated as of August 13, 1998, (the “Rights Agreement”), by and between Aeroflex Incorporated (the “Company”) and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement.

WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement;

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof;

WHEREAS, the previous Amendment to the Rights Agreement, dated as of March 2, 2007, is of no further force and effect pursuant to its own terms as a result of the termination and abandonment by the Company on the date hereof of the Agreement and Plan of Merger, dated as of March 2, 2007, by and among AF Holdings, Inc., AF Merger Sub, Inc. and the Company;

WHEREAS, there is not as of the date hereof any Acquiring Person and there has not been a Distribution Date or Shares Acquisition Date;

WHEREAS, the Company proposes to enter into the Agreement and Plan of Merger, dated as of May 25, 2007 (the “Merger Agreement”), by and among AX Holding Corp., a Delaware corporation (“Parent”), and AX Acquisition Corp., a Delaware corporation (“Merger Sub”), and the Company;

WHEREAS, the Board of Directors of the Company has determined that the Merger Agreement and the terms and conditions set forth therein and the transactions contemplated thereby are fair to and in the best interests of the Company and its stockholders;

WHEREAS, the Board of Directors of the Company has determined, in connection with the Merger Agreement and the transactions contemplated thereby, that it is necessary and desirable to amend the Rights Agreement to exempt the Merger Agreement and the transactions contemplated thereby from the application of the Rights Agreement as set forth in this Amendment; and

WHEREAS, this Amendment will not adversely affect the interests of the holders of the Right Certificates.

NOW, THEREFORE, the Company hereby amends the Rights Agreement, effective as of the date hereof, as follows:

1.	Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof:

“Notwithstanding anything in this Rights Agreement to the contrary, none of AX Holding Corp., a Delaware corporation (“Parent”), AX Acquisition Corp., a Delaware corporation (“Merger Sub”), nor any of their respective Affiliates or Associates (or direct or indirect equity holders) shall become an Acquiring Person as a result of the approval, execution, delivery, announcement, adoption or performance of the Agreement and Plan of Merger, dated as of May 25, 2007, by and among Parent, Merger Sub and the Company (as it may be amended or supplemented from time to time, and including any arrangements, understandings or agreements entered into by Parent, Merger Sub or their Affiliates or Associates in connection with such agreement and the transactions contemplated thereby, the “Merger Agreement”) or the consummation of the Merger (as defined in the Merger Agreement) or any other transactions contemplated thereby (such approval, execution, delivery, adoption, performance and consummation being referred to herein as the “Permitted Purchase Events”).”

2.	Section 1(g) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof:

“Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not occur or be deemed to occur as a result of any Permitted Purchase Event.”

3.	Section 1(l) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof:

“Notwithstanding anything in this Rights Agreement to the contrary, a Shares Acquisition Date shall not occur or be deemed to occur as a result of any Permitted Purchase Event.”

4.	Section 7 of the Rights Agreement is hereby amended by deleting the existing definition of “Final Expiration Date” and inserting the following new definition:

“immediately prior to the Effective Time (as defined in the Merger Agreement).”

5.	The term “Rights Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby.

6.	A new Section 34 is hereby added reading in its entirety as follows:

“This Rights Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as defined in the Merger Agreement).”

7.	If for any reason the Merger Agreement is terminated and the Merger is abandoned, then this Amendment shall be of no further force and effect and the Rights Agreement shall remain exactly the same as it existed immediately prior to execution of this Amendment.

8.	This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

9.	This Amendment may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

10.

In all respects not inconsistent with the terms and provisions of this Amendment, the Rights Agreement is hereby ratified, adopted, approved and confirmed. In executing and delivering this Amendment, the Rights Agent shall be entitled to all the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement.

11.	The Rights Agent and the Company hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this Amendment.

[Signature page follows]

IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the day and year first written above.

AEROFLEX INCORPORATED


By:	/s/ John Adamovich, Jr.
	Name:	John Adamovich, Jr.
	Title:	Senior VP and CFO

Attest:

By:	/s/ Charles Badlato
	Name:	Charles Badlato
	Title:	VP-Treasurer

AMERICAN STOCK TRANSFER &
TRUST COMPANY


By:	/s/ Herbert J. Lemmer
	Name:	Herbert J. Lemmer
	Title:	Vice President

Attest:

By:	/s/ Susan Silber
	Name:	Susan Silber
	Title:	Assistant Secretary