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                                                                     EXHIBIT 4.2

                                    RESTATED

                                    BY-LAWS

                                       OF

                             ANAREN MICROWAVE, INC.

                              ARTICLE I -- OFFICES

     The office of the Corporation shall be located in the Town of DeWitt,
County of Onondaga and State of New York. The Corporation may also maintain
offices at such other places within or without the United States as the Board of
Directors may, from time to time, determine.

                     ARTICLE II -- MEETING OF SHAREHOLDERS

  Section 1 -- Annual Meetings:

     The annual meeting of the shareholders of the Corporation shall be held
each year during the month of October or November, for the purpose of electing
directors and transacting such other business as may properly come before the
meeting.

  Section 2 -- Special Meetings:

     Special meetings of the shareholders may be called at any time by the Board
of Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of twenty-five percent (25%) of
the shares then outstanding and entitled to vote thereat, or as otherwise
required under the provisions of the Business Corporation Law.

  Section 3 -- Place of Meetings:

     All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of New York as
shall be designated in the notices or waivers of notice of such meetings.

  Section 4 -- Notice of Meetings:

     (a) Written notice of each meeting of shareholders, whether annual or
special, stating the time when and place where it is to be held, shall be served
either personally or by Mail, not less than ten or more than sixty days before
the meeting, upon each shareholder of record entitled to vote at such meeting,
and to any other shareholder to whom the giving of notice may be required by
law. Notice of a special meeting shall also state the purpose or purposes for
which the meeting is called, and shall indicate that it is being issued by, or
at the direction of, the person or persons calling the meeting. If, at any
meeting, action is proposed to be taken that would, if taken, entitle
shareholders to receive payment for their shares pursuant to the Business
Corporation Law, the notice of such meeting shall include a statement of that
purpose and to that effect. If mailed, such notice shall be directed to each
such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case, it shall be mailed to the address
designated in such request.

     (b) Notice of any meeting need not be given to any shareholder who attends
such meeting, in person or by proxy, or to any shareholder who, in person or by
proxy, submits a signed waiver of notice either before or after such meeting.
Notice of any adjourned meeting of shareholders need not be given, unless
otherwise required by statute.
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  Section 5 -- Quorum:

     (a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of shareholders holding of
record a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
shareholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.

     (b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present.

  Section 6 -- Voting:

     (a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the shareholders shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

     (b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

     (c) Each shareholder entitled to vote or to express consent or dissent
without a meeting may do so by proxy using any means permitted by Section 609 of
the New York Business Corporation Law. No proxy shall be valid after the
expiration of eleven months from the date thereof, unless the person giving the
proxy shall have specified therein the length of time it is to continue in
force. The proxy shall be exhibited to the Secretary at the meeting.

     (d) Any resolution in writing, signed by all of the shareholders entitled
to vote thereon, shall be, and constitute action by such shareholders to the
effect therein expressed, with the same force and effect as if the same had been
duly passed by unanimous vote at a duly called meeting of shareholders.

                       ARTICLE III -- BOARD OF DIRECTORS

  Section 1 -- Number, Election and Term of Office:

     (a) The number of directors of the Corporation shall be set by the Board of
Directors and, unless and until otherwise determined by vote of a majority of
the entire Board of Directors, shall be not less than three (3) nor more than
fifteen (15). Directors need not be shareholders of the Corporation.

     (b) The Board of Directors shall be divided into three classes as nearly
equal in number as possible. Initially, the directors of the first class shall
serve for a term of one year; the directors of the second class for a term of
two years; and the directors of the third class for a term of three years; and
at each annual election the successors to the class of directors whose terms
shall expire in that year shall be elected to hold office for a term of three
years by a plurality of the votes cast at such meeting, so that the term of
office of one class of directors shall expire in each year. When the number of
directors is changed, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes so as to make all
classes as nearly equal in number as possible. When the number of directors is
increased by the Board of Directors and any newly created directorships are
filled by the Board of Directors, there shall be no classification of the
additional directors until the next annual meeting of stockholders.

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  Section 2 -- Duties and Powers:

     The Board of Directors shall be responsible for the control and management
of the affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the shareholders.

  Section 3 -- Annual and Regular Meetings; Notice:

     (a) A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place of
such annual meeting of shareholders.

     (b) The Board of Directors, from time to time, may provide by resolution
for the holding of other regular meetings of the Board of Directors, and may fix
the time and place thereof.

     (c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
action was taken within the time limited, and in the manner set forth in
paragraph (b) of Section 4 of this Article III, with respect to special
meetings, unless such notice shall be waived in the manner set forth in
paragraph (c) of such Section 4.

  Section 4 -- Special Meetings; Notice:

     (a) Special meetings of the Board of Directors shall be held whenever
called by the President or by one of the directors, at such time and place as
may be specified in the respective notices or waivers of notice thereof.

     (b) Notice of special meetings shall be mailed directly to each director,
addressed to him at his residence or usual place of business, at least two (2)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegram, radio or cable, or shall be delivered to him
personally or given to him orally, not later than the day before the day on
which the meeting is to be held. A notice, or waiver of notice, except as
required by Section 8 of this Article III, need not specify the purpose of the
meeting.

     (c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting.

  Section 5 -- Chairman:

     At all meetings of the Board of Directors, the Chairman of the Board, if
any and if present, shall preside. If there shall be no Chairman, or he shall be
absent, then the president shall preside, and in his absence, a Chairman chosen
by the directors shall preside.

  Section 6 -- Quorum and Adjournments:

     (a) At all meetings of the Board of Directors the presence of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation, or by these By-Laws.

     (b) A majority of the directors present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the same
from time to time without notice.

  Section 7 -- Manner of Acting:

     (a) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which he
may hold.

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     (b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.

  Section 8 -- Vacancies:

     Any vacancy in the Board of Directors occurring by reason of an increase in
the number of directors, or by reason of the death, resignation,
disqualification, removal (unless a vacancy created by the removal of a director
by the shareholders shall be filled by the shareholders at the meeting at which
the removal was effected) or inability to act of any director, or otherwise,
shall (except as otherwise required by the last sentence of Section 1(b) of this
Article III) be filled for the unexpired portion of the term by a majority vote
of the remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.

  Section 9 -- Resignation:

     Any director may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.

  Section 10 -- Removal:

     (a) Any director may be removed for cause by action of the Board.

     (b) Any director may be removed from office by the shareholders only for
cause and only upon the affirmative vote of the holders of outstanding shares
having not less than seventy-five percent (75%) of the votes entitled to be cast
in the election of directors.

  Section 11 -- Salary:

     No stated salary shall be paid to directors, as such, for their services,
but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

  Section 12 -- Committees:

     The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they may
deem desirable, each consisting of two or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.

  Section 13 -- Action by the Board:

     (a) Any action required or permitted to be taken by the Board or any
committee thereof may be taken without a meeting if all members of the Board or
the committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
Board or committee shall be filed with the minutes of the proceedings of the
Board or committee.

     (b) Any one or more members of the Board or any committee thereof may
participate in the meeting of the Board or committee by means of a conference
telephone or other communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.

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  Section 14 -- Indemnification of Directors:

     The corporation shall indemnify any officer or director who is made or is
threatened to be made a party to an action by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he, his testator
or intestate, is or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director or officer of any other
corporation of any type or kind, domestic or foreign, of any partnership, joint
venture, trust, employee benefit plan or other enterprise against amounts paid
in settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred by him, in connection with the defense or settlement of
such action, or in connection with an appeal therein, if such director or
officer acted in good faith for a purpose which he reasonably expected to be in
or, in the case of service for any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise, not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect to (1) a threatened action, or a pending action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation; unless and only to the
extent that the court in which the action was brought, or if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the Court deems proper.

                             ARTICLE IV -- OFFICERS

  Section 1 -- Number, Qualifications, Election and Term of Office:

     (a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors, and one or more Vice Presidents, as the Board of Directors
may from time to time deem advisable. Any officer other than the Chairman of the
Board of Directors may be, but is not required to be, a director of the
Corporation. Any two or more offices, except the offices of the President and
Secretary, may be held by the same person.

     (b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of shareholders.

     (c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.

  Section 2 -- Resignation:

     Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.

  Section 3 -- Removal:

     Any officer may be removed, either with or without cause, and a successor
elected by the Board at any time.

  Section 4 -- Vacancies:

     A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board of Directors.

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  Section 5 -- Duties of Officers:

     Officers of the Corporation shall, unless otherwise provided by the Board
of Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these By-laws, or as may from time to time be specifically conferred or imposed
by the Board of Directors.

  Section 6 -- Sureties and Bonds:

     In case the Board of Directors shall so require, any officer, employee or
agent of the Corporation shall execute to the Corporation a bond in such sum,
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting for all property,
funds or securities of the Corporation which may come into his hands.

  Section 7 -- Shares of Other Corporations:

     Whenever the Corporation is the holder of shares of any other corporation,
any right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the President, any Vice President, or such other person as
the Board of Directors may authorize.

  Section 8 -- Indemnification of Officers

     The corporation shall indemnify any officer or director who is made or is
threatened to be made a party to an action by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he, his testator
or intestate, is or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director or officer of any other
corporation of any type or kind, domestic or foreign, of any partnership, joint
venture, trust, employee benefit plan or other enterprise against amounts paid
in settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred by him, in connection with the defense or settlement of
such action, or in connection with an appeal therein, if such director or
officer acted in good faith for a purpose which he reasonably expected to be in
or, in the case of service for any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise, not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect to (1) a threatened action, or a pending action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation; unless and only to the
extent that the court in which the action was brought, or if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the Court deems proper.

                          ARTICLE V -- SHARES OF STOCK

  Section 1 -- Certificate of Stock:

     (a) The certificates representing shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued. They shall bear the holders name and the
number of shares, and shall be signed by (i) the Chairman of the Board or the
President or a Vice president, and (ii) the Secretary or Treasurer, or any
Assistant Secretary or Assistant Treasurer, and may bear the corporate seal.

     (b) No certificate representing shares shall be issued until the full
amount of consideration therefor has been paid, except as otherwise permitted by
law.

     (c) The Board of Directors may authorize the issuance of certificate for
fractions of a share which shall entitle the holder to exercise voting rights,
receive dividends and participate in liquidating distributions, in
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proportion to the fractional holdings; or it may authorize the payment in cash
of the fair value of fractions of a share as of the time when those entitled to
receive such fractions are determined; or it may authorize the issuance, subject
to such conditions as may be permitted by law, of scrip in registered or bearer
form over the signature of an officer or agent of the Corporation, exchangeable
as therein provided for full shares, but such scrip shall not entitle the holder
to any rights of a shareholder, except as therein provided.

  Section 2 -- Lost or Destroyed Certificates:

     The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.

  Section 3 -- Transfers of Shares:

     (a) Transfers of shares of the Corporation shall be made on the share
records of the Corporation only by the holder of record thereof, in person or by
his duly authorized attorney, upon surrender for cancellation of the certificate
or certificates representing such shares, with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, with such proof
of the authenticity of the signature and of authority to transfer and of payment
of transfer taxes as the Corporation or its agents may require.

     (b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to recognize any legal, equitable or other claim to, or
interest in, such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by law.

  Section 4 -- Record Date:

     In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty days, nor less than
ten days, as the record date for the determination of shareholders entitled to
receive notice of, or to vote at, any meeting of shareholders, or to consent to
any proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any rights, or for
the purpose of any other action. If no record date is fixed, the record date for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. When a determination of shareholders
of record entitled to notice of or to vote at any meeting of shareholders has
been made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.

                            ARTICLE VI -- DIVIDENDS

     Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amounts, and at such time or times
as the Board of Directors may determine.

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                           ARTICLE VII -- FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.

                         ARTICLE VIII -- CORPORATE SEAL

     The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.

                            ARTICLE IX -- AMENDMENTS

  Section 1 -- By Shareholders:

     All By-laws of the Corporation shall be subject to alteration or repeal,
and new By-laws may be made, by a majority vote of the shareholders at the time
entitled to vote in the election of directors; provided, however, that Article
III, Sections 1(b) and 10(b) may only be amended, revised or repealed by the
affirmative vote of the holders of outstanding shares having not less than
seventy-five percent (75%) of the votes entitled to be cast in the election of
directors.

  Section 2 -- By Directors:

     The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, By-laws of the Corporation; provided, however, that
the shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal By-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the By-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any By-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the By-law so adopted, amended or repealed, together with a concise statement of
the changes made.

Dated: February 1, 2000

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