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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 2)*
AEROFLEX INC
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
007768 10 4
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(CUSIP Number)
Check the following box if a fee is being paid with this statement ( ).
(Continued on following page (s) )
(Page 1 of 6 Pages)
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CUSIP NO. 007768 10 4 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON - Deltec Asset Management Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.R.S NO. 13-5133790
2 CHECK APPROPRIATE BOX IF A MEMBER OF GROUP * (A)___
(B) (X)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION State of New York
5. SOLE VOTING POWER 965,700
6. SHARED VOTING POWER -------
7. SOLE DISPOSITIVE POWER 965,700
8. SHARED DISPOSITIVE POWER -------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 965,700
10. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.72%
12. TYPE OF REPORTING PERSON* BD, IA, CO
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
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SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
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Item 1. (a) Name of Issuer: Aeroflex Inc.
(b) Address of Issuer's Principal Executive Offices:
35 South Service Road
Plainview, NY 11803-4117
Item 2. (a) Name of Person Filing:
Deltec Asset Management Corporation
(b) Address of Principal Business Office:
535 Madison Avenue
New York, NY 10022
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Item 2. (c) Citizenship: State of New York
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 007768 10 4
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) Broker Dealer registered under Section 15 of the Act (x)
(b) Bank as defined in Section 3(a)(6) of the Act,
(c) Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) Investment Company registered under Section 8 of the
Investment Company Act
(e) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940, (x)
(f) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)
(F),
(g) Parent Holding Company, in accordance with Rule 13d-1(b)
(ii)(G)
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned - as of December 31, 1997,
965,700 shares
(b) Percent of Class: as of December 31, 1997, 6.72%
(c) Number of shares to which such person has:
(i) sole power to vote or to direct to vote: as of
December 31, 1997, 965,700 shares
(ii) shared power to vote or to direct the vote:
Not Applicable
(iii) sole power to dispose or to direct the
disposition of: as of December 31, 1997,
965,700 shares
(iv) shared power to dispose or to direct the
disposition of: Not Applicable
Page 4 of 6 Pages
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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:
All of the 965,700 shares of the Company's Common Stock
referred to in Item 4 are held by Deltec for the account of its brokerage or
investment advisory clients over whose accounts Deltec exercises discretionary
authority as to voting, disposition and other matters. Such clients have the
right to receive dividends and the proceeds of the sale of such shares.
Item 7: Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
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Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement concerning
the undersigned is true, complete and correct.
Dated: January 26, 1998
DELTEC ASSET MANAGEMENT CORPORATION
By /s/ Stephen Zuppello
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Stephen Zuppello
Chief Operating Officer
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