EXHIBIT 4.2

                                  NEWS RELEASE

FOR IMMEDIATE RELEASE

                         ANAREN MICROWAVE, INC. ADOPTS
                       SHAREHOLDER PROTECTION RIGHTS PLAN

EAST SYRACUSE, NY, April 26, 2001 -- The Board of Directors of Anaren Microwave,
Inc.  ("Anaren")  announced that it has adopted a Shareholder  Protection Rights
Plan and  declared a dividend of one Right on each  outstanding  share of Anaren
Microwave,  Inc.  Common  Stock.  The dividend will be paid on April 27, 2001 to
shareholders of record on that date.

A  shareholder  protection  rights  plan is a  dividend  of rights  to  existing
shareholders  to acquire  stock of a company  and is  designed  to  protect  the
company and its shareholders  against abusive takeover attempts and tactics.  In
essence,  the  rights  plan  operates  to  dilute  the  interests  of an  entity
attempting  to take  control of the  company if the attempt is not deemed by the
Board of Directors to be in the best interests of the shareholders. If the Board
of  Directors  of the  company  has  determined  that  the  offer is in the best
interests of the  shareholders,  the rights may be redeemed  for nominal  value,
allowing the entity to acquire control of the company.

Under Anaren's  Rights Plan,  the Rights will initially  trade together with the
Common  Stock and will not be  exercisable.  In the  absence  of  further  Board
action,  the Rights generally will become  exercisable and thereafter will allow
the holder to acquire  Common Stock at a  discounted  price if a person or group
acquires 20 percent or more of the  outstanding  shares of Common Stock.  Rights
held by persons  who exceed the 20 percent  threshold  will be void.  In certain
circumstances,  the Rights will entitle the holder to buy shares in an acquiring
entity at a discounted price. The Board of Directors may, at its option,  redeem
all  Rights  for $.001  per  right  generally  at any time  prior to the  Rights
becoming  exercisable.  The Rights will expire on April 27, 2011, unless earlier
redeemed, exchanged or amended by the Board.

The  issuance  of the Rights is not a taxable  event,  will not affect  Anaren's
reported financial  condition or results of operations  (including  earnings per
share) and will not change the way in which  Anaren's  Common Stock is currently
traded. A letter regarding the Rights Plan and a summary of certain terms of the
Rights Plan will be mailed to shareholders in the near future.

This news release may contain  forward-looking  statements  pursuant to the Safe
Harbor Provisions of the Private Securities  Litigation Reform Act of 1995, that
involve risks and


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uncertainties  relating to future  events  including  the future market price of
Anaren's  Common  Stock.  Actual  events or the  company's  results  may  differ
materially from the results discussed in the forward-looking  statements.  These
risks and  uncertainties  are described in more detail in Anaren's Annual Report
and in Anaren's  Form 10K and 10Q Reports and  exhibits to those  Reports  filed
with Securities and Exchange Commission.

Anaren designs,  manufactures and sells complex  microwave  signal  distribution
networks   and   components   for   the   wireless   communications,   satellite
communications and defense electronics markets.