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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

August 4, 2011

Response of the Office of Chief Counsel
Division of Corporation Finance


Aeroflex Incorporated
Incoming letter dated July 27, 2011

Based on the facts presented, the Division will not object if the Registrants stop filing periodic and current reports under the Securities Exchange Act of 1934, including their annual reports on Form 10-K for the year ended June 30, 2011. We assume that, consistent with the representations made in your letter, the Registrants will file certifications on Form 15 making appropriate claims under Exchange Act Rule 12h-3 on or before the due date of their Forms 10-K for the year ended June 30, 2011.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.


Raymond A. Be
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 08/05/2011