Issuer Delisting; Notice of Application To Withdraw From Listing and Registration (Aeroflex Incorporated, Common Stock, Par Value $.10, and Preferred Share Purchase Rights)

Areoflex Incorporated (“Company”) has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw the securities described above (“Securities”) from listing and registration on the New York Stock Exchange,Inc. (“NYSE”).

The Securities, which have been listed and registered on the NYSE pursuant to Section 12(b) of the Act, have become registered under Section 12(g) of the Act, pursuant to a Registration Statement filed with the Commission on Form 8-A which became effective on March 20, 2000. The Securities have been designated for quotation on the National Market of the Nasdaq Stock Market, Inc. (“Nasdaq”), and trading in the Securities on the Nasdaq is scheduled to commence at the opening of business on March 21, 2000.

The Company has stated that it has complied with the Rules of the NYSE governing the withdrawal of its Security from listing and registration on the NYSE and that the NYSE in turn has indicated that it will not oppose such withdrawal.

The Company's application relates solely to the withdrawal of the Securities from listing and registration on the NYSE and shall have no effect upon the Securities' continued designation for quotation and trading on the Nasdaq. By reason of Section 12(g) of the Act and the rules and regulations of the Commission thereunder, the Company shall continue to be obligated to file reports with the Commission required by Section 13 of the Act.

Any interested person may, on or before April 11, 2000, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the NYSE and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.