SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

|X|   Filed by the registrant

|_|   Filed by a party other than the registrant

Check the appropriate box:

|_|   Preliminary Proxy Statement

|_|   Confidential,  for  Use of the  Commission  Only  (as  permitted  by  Rule
      14a-6(e)(2))

|X|   Definitive Proxy Statement

|_|   Definitive Additional Materials

|_|   Soliciting Material Under Rule 14a-12

                             Anaren Microwave, Inc.
                (Name of Registrant as Specified In Its Charter)

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     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies.

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange  Act Rule  0-11  (Set  forth the  amount  on which  the  filing  fee is
calculated and state how it was determined):

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(5) Total fee paid:

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|_|   Fee paid previously with preliminary materials.

|_|   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ____________________________________________________

(2) Form, Schedule or Registration Statement No.: ______________________________

(3) Filing Party: ______________________________________________________________

(4) Date Filed: ________________________________________________________________
<PAGE>

                              ANAREN MICROWAVE INC.
                               6635 Kirkville Road
                          East Syracuse, New York 13057

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                         To Be Held on December 16, 2002

To the Holders of the Common Stock
of Anaren Microwave, Inc.:

      PLEASE TAKE NOTICE, that a Special Meeting of Shareholders of Anaren
Microwave, Inc. (the "Company") will be held on December 16, 2002, at 11:00 a.m.
Eastern Standard Time at the offices at the Company located at 6635 Kirkville
Road, East Syracuse, New York, for the following purposes:

      (1)   To authorize the creation of a holding company structure in which
            the Company's operating assets would be transferred to a newly
            formed, wholly owned, subsidiary;

      (2)   To authorize an amendment to the Company's Certificate of
            Incorporation to change the name of the Company from "Anaren
            Microwave, Inc." to "Anaren, Inc." in connection with the proposed
            reorganization; and

      (3)   To transact such other business as may be properly brought before
            the Meeting.

      Shareholders of record as of the close of business on October 18, 2002
will be entitled to notice of and to vote at the Meeting. Your vote is very
important and we hope that you will attend the Meeting. However, whether or not
you plan to attend the Meeting, please vote by proxy in accordance with the
instructions on your proxy card, on your voting instruction form (from your bank
or broker), or that you received through electronic mail. There are three
convenient ways of submitting your vote:

      o     Voting by telephone - You can vote your shares by telephone by
            calling the toll-free telephone number indicated on your proxy card
            and following the voice prompt instructions. Telephone voting is
            available 24 hours a day.

      o     Voting by the Internet - You can also vote via the Internet by
            visiting the web site noted on your proxy card. Internet voting is
            available 24 hours a day. We encourage you to vote via the Internet,
            as it is the most cost-effective way to vote.

      o     Voting by mail - If you choose to vote by mail, simply mark your
            proxy, date and sign it, and return it in the postage-paid envelope
            provided.

      If you vote by telephone or Internet, you do not need to return your proxy
card. Signing and returning the proxy card or submitting your proxy via Internet
or by telephone does not affect your right to vote in person if you attend the
Meeting and your shares are registered in your name. If your shares are held in
the name of a bank, broker, or other holder of record, you must obtain a proxy,
executed in your favor, from the holder of record to be able to vote at the
meeting.

                                       By Order of the Board of Directors

                                       David M. Ferrara
                                       Secretary and General Counsel


Dated: October 22, 2002
       East Syracuse, New York



<PAGE>

                             ANAREN MICROWAVE, INC.
                               6635 Kirkville Road
                          East Syracuse, New York 13057


      This Proxy  Statement is being mailed on or about October 22, 2002, to the
Shareholders of Anaren Microwave,  Inc. ("Anaren" or the "Company")  entitled to
receive  the  accompanying  Notice of  Special  Meeting of  Shareholders  and is
provided,  by  order  of  its  Board  of  Directors,   in  connection  with  the
solicitation of proxies to be used at the Special  Meeting of Shareholders  (the
"Meeting")  of the Company to be held on December  16, 2002 at 11:00 a.m. and at
any  adjournment  or  adjournments  thereof,  for the  purposes set forth in the
Notice.


      If  the  enclosed  form  of  proxy  is  executed  and  returned,   it  may
nevertheless  be revoked at any time prior to its  exercise by (i)  submitting a
subsequently  dated proxy; or (ii) filing written notice of such revocation with
the Secretary of the Meeting.  The proposals  described in this Proxy  Statement
will be presented  by the Board of  Directors of the Company.  Where a choice is
specified with respect to a proposal,  the shares  represented by the proxy will
be voted in accordance with the  specifications  made.  Where a choice is not so
specified, the shares represented by the proxy will be voted "FOR" the proposal.

                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF


      At the close of business on October  18,  2002,  the record date stated in
the accompanying Notice, the Company had outstanding 22,389,220 shares of common
stock,  $.01 par value (the  "Common  Stock"),  each of which is entitled to one
vote with  respect to each matter to be voted on at the  Meeting.  A majority of
the issued and outstanding shares of Common Stock present in person or by proxy,
a total of  11,194,611  shares,  will be required to constitute a quorum for the
transaction of business at the Meeting. The Company has no class of voting stock
outstanding other than the Common Stock.


      Because each of the proposals to be presented at the Meeting  requires the
affirmative vote of a specified  percentage of the outstanding  shares of Common
Stock,  abstentions  and broker  non-votes (as defined below) will have the same
legal  effect as a vote  against the  matter.  As a result,  Shareholders  whose
shares are  registered  in their own names are urged to submit their votes,  and
Shareholders  whose  shares  are  held in the name of a bank,  broker,  or other
holder of record are urged to provide  instructions to the holder of record,  in
each  case as  promptly  as  possible.  A  "broker  non-vote"  refers  to shares
represented  at the  Meeting in person or by proxy by a broker or nominee  where
such broker or nominee (i) has not received voting  instructions on a particular
matter  from the  beneficial  owner or persons  entitled  to vote;  and (ii) the
broker or nominee does not have discretionary voting power on such matter.
<PAGE>

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The following table sets forth certain information with respect to persons
known to the Company to own beneficially more than 5% of the outstanding  shares
of Common  Stock of the  Company,  as of October 18, 2002  (except as  otherwise
indicated).

                                           Number of Shares
        Name and Address                   of Common Stock
       of Beneficial Owner              Beneficially Owned(1)  Percent of Class
       -------------------              ---------------------  ----------------
Kern Capital Management, LLC ..........     3,264,400(2)           14.6 %
114 West 47th Street
Suite 1926
New York, NY  10036

Firsthand Capital Management, Inc. ....     1,552,300(3)           6.9 %
125 South Market Street
Suite 1200
San Jose, CA  95113

Franklin Advisors, Inc. ...............     1,270,400(4)           5.7 %
One Franklin Parkway
San Mateo, CA  94403

(1)   Except as otherwise  indicated,  as of October 18, 2002 all of such shares
      are owned with sole voting and investment  power.  Share numbers are based
      solely on indicated filings.

(2)   Based solely on information  contained in a 13F Holdings Report filed with
      the  Securities and Exchange  Commission on August 14, 2002,  Kern Capital
      Management, LLC has sole voting power with respect to 3,151,200 shares and
      sole dispositive power with respect to all shares listed.

(3)   Based solely on information  contained in a 13F Holdings Report filed with
      the Securities and Exchange Commission on April 9, 2002, Firsthand Capital
      Management, Inc. has sole voting and dispositive power with respect to all
      shares listed.

(4)   Based solely on information  contained in a 13F Holdings Report filed with
      the  Securities  and  Exchange  Commission  on August 12,  2002,  Franklin
      Advisors,  Inc. has sole voting and dispositive  power with respect to all
      shares listed.


                                       2
<PAGE>

                        SECURITY OWNERSHIP OF MANAGEMENT


      The  following  table sets forth  certain  information,  as of October 18,
2002, with respect to the beneficial  ownership of the Company's Common Stock by
(i) each director who owned  beneficially any shares of Common Stock,  (ii) each
named  executive  officer  of the  Company,  and (iii) all  directors  and named
executive officers of the Company as a group.

                                           Number of Shares
        Name and Address                   of Common Stock
     of Beneficial Owner(1)              Beneficially Owned(2)  Percent of Class
     ----------------------              ---------------------  ----------------
Lawrence A. Sala ..................            480,100(3)              2.1%
Carl W. Gerst, Jr. ................            628,350(4)              2.8%
Thomas J. Passaro, Jr. ............             80,139(5)                *
Raymond Simione ...................             18,270(6)                *
Timothy P. Ross ...................             62,600(7)                *
Dale F. Eck .......................             60,500(8)                *
Herbert I. Corkin .................             56,000(9)                *
Dr. David Wilemon .................             57,500(10)               *
Matthew Robison ...................             30,500(11)               *

All Directors and Executive
  Officers as a Group
  (9 Persons)......................          1,473,959(12)             6.4%


*Indicates less than 1%

(1)   The business  address for each of the named  individuals is 6635 Kirkville
      Road, East Syracuse, New York.
(2)   Except as otherwise  indicated,  as of October 18, 2002 all of such shares
      are owned with sole voting and investment power.
(3)   Includes  10,000 shares owned by Mr. Sala's spouse,  6,468 shares owned by
      Mr.  Sala's  children,  387,000  shares  which  Mr.  Sala has the right to
      acquire within 60 days pursuant to outstanding  stock options,  and 25,500
      shares of restricted stock.
(4)   Includes 13,500 shares owned by Mr. Gerst's spouse and 66,400 shares which
      Mr. Gerst has the right to acquire  within 60 days pursuant to outstanding
      stock options.
(5)   Includes 3,333 shares owned by Mr. Passaro's children, 19,800 shares which
      Mr.  Passaro  has  the  right  to  acquire  within  60  days  pursuant  to
      outstanding stock options, and 2,400 shares of restricted stock.
(6)   Includes 2,000 shares which Mr. Simione has the right to acquire within 60
      days pursuant to outstanding stock options.
(7)   Includes  55,200 shares which Mr. Ross has the right to acquire  within 60
      days pursuant to outstanding stock options, and 7,400 shares of restricted
      stock.
(8)   Includes  30,500  shares which Mr. Eck has the right to acquire  within 60
      days pursuant to outstanding stock options.
(9)   Includes 3,000 shares owned by The Entwistle Company,  of which Mr. Corkin
      is Chairman, Chief Executive Officer and a majority shareholder, and 8,000
      shares which Mr.  Corkin has the right to acquire  within 60 days pursuant
      to outstanding stock options.
(10)  Includes  57,500 shares which Dr.  Wilemon has the right to acquire within
      60 days pursuant to outstanding stock options.
(11)  Includes  30,500 shares which Mr.  Robison has the right to acquire within
      60 days pursuant to outstanding stock options.
(12)  Includes  656,900  shares which all directors and officers as a group have
      the right to acquire within 60 days pursuant to outstanding stock options.


                                       3
<PAGE>

                                    ITEM ONE

                 ESTABLISHMENT OF HOLDING COMPANY STRUCTURE AND
               TRANSFER OF CERTAIN ASSETS TO OPERATING SUBSIDIARY

      The Board of Directors is recommending  that the Shareholders  take action
at the Meeting to authorize  the Company to  reorganize  into a holding  company
enterprise  structure.  If  authorized  by  the  Shareholders,  it is  presently
intended  that on or about  December 30, 2002,  the Company  would  transfer its
operating  assets to Anaren  Microwave,  Inc.  ("AMI"),  a Delaware  corporation
formed on July 1, 2002 as a wholly owned subsidiary of the Company.  At June 30,
2002, the Company had approximately  $235 million in assets, and it is presently
contemplated  that the Company will transfer to AMI equipment,  inventory,  real
property  and  other  operating   assets  having  an  aggregate  book  value  of
approximately  $45  million.   The  remaining   assets,   consisting  mainly  of
non-operating  cash,  marketable  securities,   intellectual  property  and  the
Company's investment in subsidiaries, will be retained in the Company.

      If the reorganization is effectuated,  AMI will continue as a wholly-owned
subsidiary of the Company and will directly own the operating  assets  currently
held by the Company.  The Company's present directors and officers will continue
in their present positions immediately following the reorganization. The initial
directors  of AMI will be  Lawrence  A. Sala,  Joseph E.  Porcello  and David M.
Ferrara. Lawrence A Sala will serve as Chief Executive Officer of AMI, Joseph E.
Porcello will serve as Treasurer,  and David M. Ferrara will serve as Secretary.
Notwithstanding  the transfer of operating  assets,  it is anticipated  that the
Company and AMI will  continue to provide  various  services to one another from
time to time, including without limitation managerial,  accounting,  payroll and
other logistical support services.

      The Board believes that a holding  company  structure is desirable in that
it will give the  Company a structure  which may be better  able to  accommodate
future  acquisitions,  diversification  and expansion;  greater  operational and
administrative  flexibility;  broadened  alternatives for future financing;  and
potentially greater protection of its non-operating assets from liabilities.  In
addition,  AMI is currently  seeking approval from the State of New York to be a
qualified empire zone enterprise ("QEZE"). If AMI is approved as a QEZE, certain
tax benefits may also result from the  reorganization,  as described  more fully
below.

      The following is a discussion of the principal  reasons for establishing a
holding company structure.

Framework for Future Acquisitions, Diversification and Expansion

      The Board believes that the holding company  structure will facilitate the
future  expansion  of its business by providing a more  flexible  structure  for
acquiring  new  businesses  and  technologies,  and will allow it more easily to
expand geographically and to diversify its product and service offerings.  After
the  reorganization,  the  Company  will  be able to  integrate  newly  acquired
businesses  or  technologies  by combining  them within its  existing  corporate
structure  or by  creating  new  corporate  entities  to  pursue  or  develop  a
particular business or technology.  In addition, the Board believes that the use
of separate  subsidiaries to hold or acquire  businesses that operate in foreign
countries  may reduce the amount of foreign  regulation to which the Company may
be subject.

Operational and Administrative Efficiency

      The Board  believes  that the corporate  separation  afforded by a holding
company  structure  will  increase  its ability to respond more  efficiently  to
industry  and market  changes.  As the  Company  expands its product and service
offerings,  it will be able to  segregate  more  easily its  different  lines of
business into separate subsidiaries,


                                       4
<PAGE>

which the Board believes will provide greater  flexibility in administration and
allow these entities to focus more easily on one particular  market,  product or
service.  When  new  business  opportunities  arise,  they  can be  operated  as
subsidiaries of the Company, thus maintaining the separation between the Company
and those businesses.

Financing Flexibility

      The Board anticipates that a holding company structure will permit the use
of financing techniques that are more readily available to companies that hold a
variety of  diversified  businesses  under one corporate  umbrella,  without any
impact  on its  capital  structure.  For  example,  capital  may be raised on an
enterprise-wide  basis,  or solely by AMI or other  entities  within the holding
company  structure.  The  Board  has no  present  intention  to seek  additional
financing  for the Company or any of its  subsidiaries  (including  AMI),  as it
believes that their respective cash requirements for the foreseeable future will
be satisfied by currently  invested  cash  balances and expected cash flows from
operations.

Protection of Assets from Exposure to Liability

      The Board  believes  that the corporate  separation  afforded by a holding
company  structure will increase its ability to shield the Company's assets from
potential  liabilities.  By separating the operating assets from the holdings of
the parent company,  a holding company structure affords greater protection from
many  liabilities  associated  with the operation of a  manufacturing  business,
liabilities that typically are not associated with the  non-operating  assets to
be retained by the Company.  Provided that the proper corporate  formalities are
observed,  the holding  company  structure may enable the Company to protect its
non-operating assets from the liabilities associated with the different business
operations  of its  subsidiaries,  and  the  assets  of each  subsidiary  may be
protected  from  liabilities  arising  out  of  the  operations  of  its  sister
subsidiaries.

Certain Potential Tax Benefits to the Company and AMI

      AMI is  currently  in the process of seeking  approval as a QEZE under New
York State's Empire Zones Program. Based upon the former New York State Economic
Development Zone program, the Empire Zones Program offers additional  incentives
and  assistance  to a taxpayer that becomes a QEZE,  meets  certain  eligibility
requirements and is located in a geographic area designated as an "Empire Zone."
The Company's East Syracuse facility is currently located within an Empire Zone.
If the  reorganization  is effectuated and AMI is approved as a QEZE, AMI may be
entitled  to  certain  New York State tax  benefits.  Available  benefits  could
include,  among other things,  the QEZE Credit For Real Property Taxes, the QEZE
Tax Reduction Credit,  the Empire Zone Wage Tax Credit,  and a sales and use tax
exemption.  These  benefits may  provide,  among other  things,  full or partial
relief  from (and in some cases  refunds of) New York State  income,  franchise,
sales  and  use  taxes  for  specified   time  periods.   Without  the  proposed
reorganization,  the Company  would be severely  limited in  achieving  the full
extent of these benefits.

      While the  Board  presently  anticipates  that AMI will  continue  to seek
approval as a QEZE,  there can be no assurance  that  approval  will be granted.
Moreover,  future  changes  in  applicable  law or  regulation,  or  changes  in
regulatory  or judicial  interpretation  of existing  law or  regulation,  could
reduce or eliminate  the potential tax benefits  described  above.  As a result,
there can be no assurance that the  reorganization  will result in any or all of
the benefits described above.


                                       5
<PAGE>

Accounting Treatment of the Reorganization

The transfer of assets to AMI will be recorded as an  investment in a subsidiary
by the Company,  and the transferred  assets will be recorded by AMI. There will
be no change in the total consolidated  assets of the Company after the transfer
has been made.

Federal Income Tax Consequences

      The  reorganization  is not  expected  to  have  any  federal  income  tax
consequences to Shareholders.

Rights of Dissenting Shareholders

      Sections 623 and 909 of the New York Business Corporation Law provide that
if the proposed  reorganization  is consummated,  Shareholders who object to the
reorganization and who follow the procedures  specified in Section 623 will have
the  right to  receive  cash  payment  of the fair  value  of  their  shares.  A
description of these procedures and the requirements for preserving  dissenters'
rights to  appraisal  is  attached  to this Proxy  Statement  as Appendix A. The
statutory procedures outlined in Appendix A are complex. Shareholders wishing to
exercise their dissenters' rights should consult their own legal advisors.

Vote Required for Approval

      The  affirmative  vote of the  holders of  two-thirds  of the  outstanding
shares  of  Common  Stock  is  required  for   authorization   of  the  proposed
reorganization.

      The Board reserves the right,  even after  Shareholder  authorization,  to
forego or postpone the  reorganization if such action is determined to be in the
best interests of the Company and the Shareholders.

      The  Board  of  Directors  recommends  that  Shareholders  vote  FOR  this
Proposal.  Proxies solicited by the Board of Directors will be voted in favor of
the Proposal unless Shareholders specify otherwise.


                                       6
<PAGE>

                                    ITEM TWO

                            CHANGE OF CORPORATE NAME

      The Board of  Directors  is  requesting  that  Shareholders  authorize  an
amendment to the Company's  Certificate of  Incorporation  to change the name of
the Company from "Anaren Microwave,  Inc." to "Anaren, Inc." The Board presently
contemplates changing the name if and when the reorganization described above is
consummated.  Following the  reorganization,  AMI will commence and continue its
operations under the "Anaren Microwave,  Inc." name. The Board contemplates that
the Company's Common Stock will continue to trade under the symbol "ANEN."

      The Board  believes  that the change of name is desirable  for a number of
reasons, including the following:

            o     The name change would facilitate  differentiation  between the
                  Company and AMI.

            o     The name "Anaren,  Inc." more  accurately  reflects the common
                  name by  which  many of the  Company's  customers,  suppliers,
                  investors and other third parties  historically  have referred
                  to the Company.

            o     The name "Anaren  Microwave,  Inc." more accurately  describes
                  the specific  business to be conducted  by AMI  following  the
                  reorganization,  whereas the more generic name "Anaren,  Inc."
                  reflects  the  potential  broader  activities  of the proposed
                  holding company enterprise as a whole.

      The  affirmative  vote of the  holders  of a majority  of the  outstanding
shares of Common Stock is required for authorization of the proposed amendment.

      The Board reserves the right,  even after  Shareholder  authorization,  to
forego or postpone the name change  amendment if such action is determined to be
in the best interests of the Company and the Shareholders.

      The  Board  of  Directors  recommends  that  Shareholders  vote  FOR  this
Proposal.  Proxies solicited by the Board of Directors will be voted in favor of
the Proposal unless Shareholders specify otherwise.

                                  MISCELLANEOUS

Other Matters

      As of the date of this Proxy Statement, management has no knowledge of any
business  which will be presented  for  consideration  at the Meeting other than
that described herein. Should any other matter properly come before the Meeting,
it is the intention of the persons named in the accompanying  proxy to vote such
proxy in accordance with their best judgment.

Solicitation of Proxies

      The  entire  expense  of  preparing,  assembling  and  mailing  the  Proxy
Statement,  form of proxy and other material used in the solicitation of proxies
will be paid by the Company. In addition to the solicitation of proxies by mail,
arrangements  may be made with brokerage houses and other  custodians,  nominees
and fiduciaries to send proxy material to their principals, and the Company will
reimburse  them for  expenses  in so doing.  To the extent  necessary  to ensure
sufficient  representation,  officers  and regular  employees of the Company may
request,  without  additional  compensation  therefor,  the  return  of  proxies
personally by telephone or telegram.  The extent to which this will be necessary
depends  entirely on how promptly  proxies are received,  and  Shareholders  are
urged to send their proxies without delay.


                                       7
<PAGE>

                              SHAREHOLDER PROPOSALS

      In order for a Shareholder  proposal to be considered for inclusion in the
Company's Proxy Statement  relating to the 2003 Annual Meeting of  Shareholders,
such proposal must be received by the Company by May 23, 2003.

                                       David M. Ferrara
                                       Secretary and General Counsel

Date: October 22, 2002
      East Syracuse, New York


                                       8
<PAGE>

                                   APPENDIX A


          DESCRIPTION OF PROCEDURE TO ENFORCE DISSENTING SHAREHOLDERS'
                      RIGHTS TO RECEIVE PAYMENT FOR SHARES

      Sections  623  and 909 of the  New  York  Business  Corporation  Law  (the
"NYBCL")  provide that if the proposed  reorganization  set forth in Item One of
the attached  Proxy  Statement is  consummated,  Shareholders  who object to the
reorganization and who follow the procedures  specified in Section 623 will have
the right to receive cash payment of the fair value of their shares. The express
procedures  of New  York  law  must be  followed  precisely;  if they  are  not,
Shareholders  may lose their right to dissent.  As  described  more fully below,
such "fair value" would potentially be determined in judicial  proceedings,  the
result of which cannot be predicted. There can be no assurance that Shareholders
exercising  dissenters' rights of appraisal will receive  consideration equal to
or  greater  than the value of the  Common  Stock to be owned by them  following
consummation of the reorganization.


      The statutory procedures outlined below are complex.  Shareholders wishing
to exercise their dissenters' rights should consult their own legal advisors.

      Any  Shareholder  who is entitled to vote on the  proposed  reorganization
will have the right to  receive  cash  payment  of the fair  value of his or her
shares  and the other  rights  and  benefits  provided  in  Section  623 if such
Shareholder does not vote in favor of the reorganization and (before the vote of
Shareholders)  files with the Company written  objection to the  reorganization,
including  in that written  objection  notice of his or her election to dissent,
his or her name and  residence  address,  the number of shares as to which he or
she  dissents,  and a demand for payment of the fair value of such shares if the
reorganization  is  consummated.  A vote  against  the  reorganization  will not
satisfy the requirement of filing a written  objection.  Failure to vote against
the  reorganization  will not  waive a  Shareholder's  right to  payment  if the
Shareholder  has  filed a  written  objection  and has not voted in favor of the
reorganization.  If a Shareholder  abstains  from voting on the  reorganization,
this  will not  waive  dissenter's  rights  so long as the  appropriate  written
objection to the Merger is properly and timely filed. All notices of election to
dissent should be addressed to David M. Ferrara,  Secretary and General Counsel,
Anaren Microwave, Inc., 6635 Kirkville Road, East Syracuse, New York 13057.

      If an executed  proxy is received  but no direction is indicated as to how
such proxy is to be voted, the shares represented by such proxy will be voted in
favor of the  reorganization.  Accordingly,  the  submission of such an unmarked
proxy,  unless revoked prior to its being voted, will serve to waive dissenter's
rights.

      Within  ten days  after the date the  reorganization  is  approved  by the
Shareholders,  the  Company  will  give  written  notice  of  such  approval  by
registered mail to each Shareholder who filed written objection,  except for any
Shareholder  who voted in favor of the  reorganization.  A  Shareholder  may not
dissent as to fewer than all of his or her shares, held by him or her of record,
that he or she owns  beneficially.  A nominee or  fiduciary  may not  dissent on
behalf of any beneficial  owner of shares as to fewer than all of said shares of
such owner held of record by such nominee or fiduciary.

      Upon  consummation of the  reorganization,  a dissenting  Shareholder will
cease to have any rights of a Shareholder,  except the right to be paid the fair
value of his or her dissenting shares. A Shareholder's notice of election may be
withdrawn at any time prior to his or her  acceptance  in writing of an offer to
purchase his or her  dissenting  shares by the Company,  but in no case may such
notice of election be  withdrawn  later than 60 days after  consummation  of the
reorganization  (unless the Company  does not make a timely  offer)  without the
Company's  consent.  Within one month after the filing of the notice of election
to dissent, a dissenting  Shareholder must submit the certificates  representing
his or her dissenting  shares to the Company or its transfer agent,  which shall
note  conspicuously  on the  certificates  that such notice of election has been
filed, and will then return the certificates to


                                      A-1
<PAGE>

the Shareholder. Any Shareholder who fails to submit his or her certificates for
such notation  within 45 days from the date of filing such notice of election to
dissent will lose his or her dissenter's  rights unless a court,  for good cause
shown, otherwise directs.

      Within  15  days  after  the   expiration   of  the  period  within  which
Shareholders  may file their  notices of election to dissent,  or within 15 days
after  consummation  of the  reorganization,  whichever is later (but in no case
later  than 90 days  after the date of the  Meeting),  the  Company  must make a
written offer by registered  mail to each  Shareholder who has filed such notice
of election to pay for his or her dissenting  shares at a specified  price which
the Company considers to be the fair value and, if the  reorganization  has been
consummated,  must accompany such offer by advance  payment to each  Shareholder
who has  submitted  his or her  certificates  of an  amount  equal to 80% of the
amount of such offer. Such offer must be made at the same price per share to all
the dissenting Shareholders.  If, within 30 days after the making of such offer,
the Company and any  dissenting  Shareholders  agree on the price to be paid for
dissenting  shares,  the balance of payment therefor must be made within 60 days
after  the  making  of such  offer or the  consummation  of the  reorganization,
whichever is later,  and upon surrender of the  certificates  representing  such
shares.

      If the Company fails to make such offer within the 15 day period described
above,  or if it makes the offer and any dissenting  Shareholder  fails to agree
within the period of 30 days thereafter upon the price to be paid for his or her
shares, the Company is required within 20 days after the expiration of whichever
is the  applicable  of the two periods to institute a special  proceeding in the
Supreme  Court of the State of New York,  County of Onondaga,  to determine  the
rights of dissenting  Shareholders and to fix the fair value of their dissenting
shares.  If the Company fails to institute  such  proceeding  within such 20 day
period,  any  dissenting  Shareholder  may  institute a proceeding  for the same
purpose not later than 30 days after the  expiration  of such 20 day period.  If
the dissenting  Shareholder does not institute such a proceeding  within such 30
day period,  his or her dissenter's  rights are lost unless the court,  for good
cause shown, otherwise directs.

      During the  proceeding,  the court will determine  whether each dissenting
Shareholder  is  entitled  to receive  payment for his or her shares and, if so,
will fix the value of such  shares as of the close of  business on the day prior
to the  Meeting,  taking  into  consideration  the nature of the  reorganization
giving  rise  to the  Shareholder's  right  to  receive  payment  for his or her
dissenting shares and other relevant factors. The court will also award interest
on such  amount  to be paid from the date of the  reorganization  to the date of
payment unless the court finds that a  Shareholder's  refusal to accept an offer
for payment was arbitrary, vexatious, or otherwise not in good faith. Each party
to such  proceeding  will bear its own costs  unless  the court  finds that such
refusal by any  Shareholder was arbitrary,  vexatious,  or otherwise not in good
faith,  in  which  case  the  Company's  costs  will be  assessed  against  such
Shareholder. The court, in its discretion, may also apportion or assess any part
of the dissenting  Shareholder's  costs against the Company if it finds that the
fair value of the shares  determined  materially  exceeds  the amount  which the
Company  offered  to pay,  or that no offer or advance  payment  was made by the
Company,  or that the Company  failed to institute such special  proceeding,  or
that the actions of the Company in complying with its obligations  under Section
623 were arbitrary,  vexatious,  or otherwise not in good faith.  Within 60 days
following the final  determination  of the  applicable  proceeding,  the Company
shall pay to each  dissenting  Shareholder the amount found to be due him or her
upon the  Shareholder's  surrender of all certificates  representing  dissenting
shares.

      The  enforcement by a Shareholder  of his or her right to receive  payment
for shares in  accordance  with  Section 623 excludes  the  enforcement  by such
Shareholder of any other right to which he or she might otherwise be entitled by
virtue of his or her ownership of shares (unless such Shareholder  withdraws his
or her notice of election as  provided in Section 623 or the  reorganization  is
abandoned),  except  that such  Shareholder  will  retain  the right to bring or
maintain  an  appropriate  action  to  obtain  relief  on the  grounds  that the
reorganization will be or is unlawful or fraudulent as to him or her.


                                      A-2
<PAGE>

THE FOREGOING  DESCRIPTION  IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SECTION
623, A COPY OF WHICH IS AVAILABLE FROM THE COMPANY UPON REQUEST.


                                      A-3
<PAGE>

PROXY                         ANAREN MICROWAVE, INC.                       PROXY

                               6635 Kirkville Road
                          East Syracuse, New York 13057

                               THIS IS YOUR PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ANAREN MICROWAVE,
INC.


      The  undersigned  hereby  (1)  acknowledges  receipt  of the notice of the
Special Meeting of Shareholders of Anaren Microwave,  Inc. (the "Company") to be
held at the Offices of the Company at 6635 Kirkville  Road,  East Syracuse,  New
York on December 16, 2002 at 11:00 A.M.,  local time and of the Proxy  Statement
in connection therewith and (2) appoints Lawrence A. Sala and Carl W. Gerst, Jr.
and each of them as proxies, each with the power to appoint his substitute,  and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of common stock, $.01 par value, of Anaren Microwave, Inc. held of record
by the undersigned on October 18, 2002 at the Special  Meeting of  Shareholders,
or any adjournment  thereof. The undersigned directs that this Proxy be voted as
follows:


              (Continued and to be dated and signed on the reverse)

ITEM 1: ESTABLISHMENT OF OPERATING  SUBSIDIARY AND TRANSFER OF CERTAIN ASSETS TO
        OPERATING SUBSIDIARY

              FOR                  AGAINST                  ABSTAIN

              |_|                    |_|                      |_|

ITEM 2: CHANGE OF CORPORATE NAME

              FOR                  AGAINST                  ABSTAIN

              |_|                    |_|                      |_|

In their  discretion the proxies are authorized to vote upon such other business
as may properly come before the Meeting or any adjournment thereof.

THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO  DIRECTION  IS MADE WITH  RESPECT  TO A
SPECIFIC PROPOSAL, THIS PROXY WILL BE VOTED "FOR" THAT PROPOSAL.

PLEASE MARK,  SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED  ENVELOPE.  NO
POSTAGE REQUIRED.

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

                                        ----------------------------------------
                                        Signature

                                        ----------------------------------------
<PAGE>

                                        Please Print Name Here

                                        ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Please Print Name Here

                                        Dated: __________________________, 20___

                                        IMPORTANT.  Please sign  exactly as name
                                        appears on this card.  Each joint  owner
                                        should sign. Executors,  administrators,
                                        trustees, etc. should give full title.

<PAGE>

                       SPECIAL MEETING OF SHAREHOLDERS OF

                             ANAREN MICROWAVE, INC.

                                December 16, 2002

Co. # ________________                      Acct. #_____________________

TO VOTE BY MAIL

Please date,  sign and mail your proxy card in the envelope  provided as soon as
possible.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)

Please  call  toll-free  1-800-PROXIES  and follow the  instructions.  Have your
control number and the proxy card available when you call.

TO VOTE BY INTERNET

Please  access  the web  page at  www.voteproxy.com  and  follow  the  on-screen
instructions. Have your control number available when you access the web page.

YOUR CONTROL NUMBER IS ----------> |_|