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.