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): July 23, 2007 (July 20, 2007)

AEROFLEX INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

_____________________

DELAWARE

(State or Other Jurisdiction of

Incorporation)

000-02324

(Commission File Number)

11-1974412

(I.R.S. Employer Identification No.)

35 South Service Road

Plainview, New York

(Address of Principal Executive Offices)

11803

(Zip Code)

Registrant’s telephone number including area code: (516) 694-6700

No change since last report

(Former Name or Address, if Changed Since Last Report)

_____________________

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:

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

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

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

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

Item 8.01. Other Events.

The parties to In re Aeroflex, Inc. Shareholder Litigation (Index No. 003943/07) have reached an agreement in principle to settle the action. The parties are currently negotiating the terms and conditions of a settlement agreement. In the meantime, plaintiffs have withdrawn their motion to preliminarily enjoin the special meeting of Aeroflex Incorporated stockholders scheduled for July 26, 2007. The court adjourned until September 14, 2007 defendants' motion to dismiss the second consolidated amended class action complaint.

SIGNATURE

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 INCORPORATED


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

Dated: July 23, 2007