UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*




                             AEROFLEX HOLDING CORP.
-------------------------------------------------------------------------------
                                (Name of Issuer)



                        Common Stock, $.01 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    007767106
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 31, 2011
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[_] Rule 13d-1(b)

[_] Rule 13d-1(c)

[X] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any  subsequent  amendment  containing  information which  would  alter
the disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                           Page 1 of 13



-----------------------
  CUSIP No. 007767106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          THE GOLDMAN SACHS GROUP, INC.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [x]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               12,769,402
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               12,769,402

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           12,769,402


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           15.1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                                Page 2 of 13


-----------------------
  CUSIP No. 007767106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GOLDMAN, SACHS & CO.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [x]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               12,769,402
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               12,769,402

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           12,769,402


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           15.1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-PN-IA

------------------------------------------------------------------------------



                                Page 3 of 13


-----------------------
  CUSIP No. 007767106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GS DIRECT, L.L.C.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [x]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               12,764,010
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               12,764,010

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           12,764,010


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           15.1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------



                                Page 4 of 13



Item 1(a).         Name of Issuer:
                   AEROFLEX HOLDING CORP.

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   35 South Service Road
                   P.O. Box 6022
                   Plainview, NY 11803

Item 2(a).         Name of Persons Filing:

                   THE GOLDMAN SACHS GROUP, INC.
                   GOLDMAN, SACHS & CO.
                   GS DIRECT, L.L.C.

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                   The Goldman Sachs Group, Inc.
                   200 West Street
                   New York, NY 10282

                   Goldman, Sachs & Co.
                   200 West Street
                   New York, NY 10282

                   GS DIRECT, L.L.C.
                   200 West Street
                   New York, NY 10282

Item 2(c).         Citizenship:
                   THE GOLDMAN SACHS GROUP, INC. - Delaware
                   GOLDMAN, SACHS & CO. - New York
                   GS DIRECT, L.L.C. - Delaware

Item 2(d).         Title of Class of Securities:
                   Common Stock, $.01 par value

Item 2(e).         CUSIP Number:
                   007767106

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[  ]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).

          (b).[  ]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[  ]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[  ]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[  ]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);

          (f).[  ]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[  ]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);

          (h).[  ]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[  ]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

                               Page 5 of 13

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.

                   Clients  of  the  Reporting  Person(s) have or  may have the
                   right  to  receive or  the power  to  direct the  receipt of
                   dividends from,or the proceeds from the  sale of, securities
                   held  in their accounts. Clients known to have such right or
                   power  with   respect  to  more  than 5%  of  the  class  of
                   securities to which this report relates are:
                   NONE

Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             See Exhibit (99.3)

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                             Not Applicable


--------------------------

   *In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.


                               Page 6 of 13


                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  February 13, 2012

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Jeremy  Kahn
              ----------------------------------------
             Name:   Jeremy  Kahn
             Title:  Attorney-in-fact

             GOLDMAN, SACHS & CO.

             By:/s/  Jeremy  Kahn
              ----------------------------------------
             Name:   Jeremy  Kahn
             Title:  Attorney-in-fact

             GS DIRECT, L.L.C.

             By:/s/  Jeremy  Kahn
              ----------------------------------------
             Name:   Jeremy  Kahn
             Title:  Attorney-in-fact



                               Page 7 of 13


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Joint Filing Agreement
  99.2          Item 7 Information
  99.3          Item 8 Information
  99.4          Power of Attorney, relating to
                THE GOLDMAN SACHS GROUP, INC.
  99.5          Power of Attorney, relating to
                GOLDMAN, SACHS & CO.
  99.6          Power of Attorney, relating to
                GS DIRECT, L.L.C.

                               Page 8 of 13


                                                                  EXHIBIT (99.1)

                                JOINT FILING AGREEMENT

    In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments thereto) with respect to the
Common Stock, $.01 par value, of AEROFLEX HOLDING CORP.
and further agree to the filing of this agreement  as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.

Date:  February 13, 2012

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Jeremy  Kahn
              ----------------------------------------
             Name:   Jeremy  Kahn
             Title:  Attorney-in-fact

             GOLDMAN, SACHS & CO.

             By:/s/  Jeremy  Kahn
              ----------------------------------------
             Name:   Jeremy  Kahn
             Title:  Attorney-in-fact

             GS DIRECT, L.L.C.

             By:/s/  Jeremy  Kahn
              ----------------------------------------
             Name:   Jeremy  Kahn
             Title:  Attorney-in-fact


                               Page 9 of 13


                                                                  EXHIBIT (99.2)

                                ITEM 7 INFORMATION

The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"),
as a parent holding company, are owned, or may be deemed to be beneficially
owned, by GS Direct, L.L.C. ("GS Direct") and Goldman, Sachs & Co. ("Goldman
Sachs"), a broker or dealer registered  under  Section  15 of the Act and an
investment adviser  registered under Section 203 of the Investment  Advisers
Act of 1940.  GS Group is the sole member of GS Direct.  Goldman Sachs is the
investment manager of GS Direct and a wholly-owned  subsidiary of GS Group.


                                                                EXHIBIT (99.3)
                               ITEM 8 INFORMATION

GS Direct, L.L.C. ("GS Direct") owns 21.7% of the Class A membership interests
of VGG Holding LLC ("VGG"). The Class A membership interests of VGG are held
by a private investor group, which includes GS Direct.  The aggregate number
of shares of common stock, $0.01 par value (the "Common Stock"), of the
Company held by VGG is 65,000,000, or 76.7% of the outstanding Common Stock
of the Company based on 84,789,180 shares of Common Stock outstanding as of
November 9, 2011.

VGG is a party to a Director Designation Agreement, dated as of November 24,
2010, by and between VGG and the Company (the "Director Designation Agreement").
The Director Designation Agreement provides VGG with the right to nominate
individuals to the Company's board of directors at each meeting of stockholders
where directors are to be elected and, subject to limited exceptions, the
Company is required to include in the slate of nominees recommended to its
stockholders for election as directors the number of individuals designated by
VGG as follows: (1) until such time as the Company is required to comply with
the requirement under the New York Stock Exchange corporate governance standards
that a majority of its board of directors consist of independent directors, such
number of individuals as are designated by VGG; and (2) during such time as (i)
VGG owns less than a majority but at least one share of the Company's
outstanding common stock and (ii) the Company is required to comply with the
requirement under the New York Stock Exchange corporate governance standards
that a majority of the Company's board of directors consist of independent
directors, four individuals designated by VGG.  The Amended and Restated Limited
Liability Company Agreement of VGG, dated as of August 15, 2007, as amended to
date, by and among VGG and the other parties thereto (the "LLC Agreement"),
provides that GS Direct will have certain rights to select the individuals that
VGG has the right to nominate under the Director Designation Agreement, as
follows: (1) until such time as the Company is required to comply with the
requirement under the New York Stock Exchange corporate governance standards
that a majority of its board of directors consist of independent directors, VGG
is required to nominate to the Company's board of directors each member of the
board of managers of VGG appointed by GS Direct; and (2) during such time as (i)
VGG owns less than a majority but at least one share of the Company's
outstanding common stock and (ii) the Company is required to comply with the
requirement under the New York Stock Exchange corporate governance standards
that a majority of its board of directors consist of independent directors, GS
Direct will have the right to select one nominee.  The Director Designation
Agreement and the LLC Agreement also provide certain other holders of equity
interests of VGG with rights to nominate specified numbers of persons to the
board of directors of the Company.

In addition, the LLC Agreement includes provisions governing the rights and
obligations of VGG and its equityholders.

The share ownership reported for the Reporting Persons does not include any
shares of Common Stock owned by any party to the LLC Agreement other than VGG.


                               Page 10 of 13


                                                                  EXHIBIT (99.4)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 7, 2010.


THE GOLDMAN SACHS GROUP, INC.


By: /s/ Gregory K. Palm
____________________________
Name: 	Gregory K. Palm
Title: 	Executive Vice President and
	    General Counsel



                               Page 11 of 13



                                                                  EXHIBIT (99.5)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories,hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 7, 2010.


GOLDMAN, SACHS & CO.


By: /s/ Gregory K. Palm
____________________________
Name: 	Gregory K. Palm
Title: 	Managing Director



                               Page 12 of 13



                                                                EXHIBIT (99.6)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that GS DIRECT, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca,
Robert Belva and Jeremy Kahn (and any other employee of The Goldman Sachs Group,
Inc. or one of its affiliates designated in writing by one of the attorneys-in-
fact), acting individually, its true and lawful attorney, to execute and deliver
in its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully
do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 4, 2010.



GS DIRECT, L.L.C.




By: /s/ Eric Goldstein
____________________________
Name: 	Eric Goldstein
Title: 	Vice President and Secretary




                               Page 13 of 13