**Exhibit 14.1**

 

**CODE OF ETHICS**

**FOR CHIEF EXECUTIVE OFFICERAND**

**SENIOR FINANCIAL OFFICERS**

**OF AEROFLEX HOLDING CORP.**

 

 

It is the policy of Aeroflex Holding Corp.that the Chief Executive Officer, Chief Financial Officer, Treasurer and Controller of Aeroflex Holding Corp. (“Aeroflex”)adhere to and advocate the following principles governing their professional and ethical conduct in the fulfillment of their responsibilities:

 

    1.	       Act withhonesty and integrity, avoiding actual or apparent conflicts between his or her personal, private interests and the interests ofAeroflex, including receiving improper personal benefits as a result of his or her position.

 

    2.	       Discloseto Aeroflex’s Board of Directors any material transaction or relationship that reasonably could be expected to give riseto a conflict of interest.

 

    3.	       Perform responsibilitieswith a view to causing periodic reports and documents filed with or submitted to the SEC and all other public communications madeby Aeroflex to contain information which is accurate, complete, fair, objective, relevant, timely and understandable.

 

    4.	       Comply withlaws, rules and regulations of federal, state, and local governments applicable to Aeroflex, and with the rules and regulationsof private and public regulatory agencies having jurisdiction over Aeroflex.

 

    5.	       Act in goodfaith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independentjudgment to be compromised or subordinated.

 

    6.	       Respect theconfidentiality of information acquired in the course of performance of his or her responsibilities except when authorized or otherwiselegally obligated to disclose any such information; not use confidential information acquired in the course of performing his orher responsibilities for personal advantage.

                              

    7.	       Share knowledgeand maintain skills important and relevant to the needs of Aeroflex, its shareholders and other constituencies, and the generalpublic.

 

    8.	       Pro-activelypromote ethical behavior among subordinates and peers in his or her work environment and community.

 

    9.	       Use and controlall corporate assets and resources employed by or entrusted to him or her in a responsible manner.

 

    10.	     Not usecorporate information, corporate assets, corporate opportunities or his or her position with Aeroflex for personal gain; not competedirectly or indirectly with Aeroflex.

 

 

    11.		    Comply inall respects with Aeroflex’s Employee Code of Business Conduct and Corporate Ethics Policy.

 

    12. 	    Advance Aeroflex’slegitimate interests when the opportunity arises.

 

Each officer covered by this Code shallreport, in person or in writing, any known or suspected violations of this Code to the Board of Directors.

 

Aeroflex will investigate any reportedviolations and will oversee an appropriate response, including corrective action and preventative measures. Any officer who violatesthis Code will face appropriate, case-specific disciplinary action, which may include demotion or discharge.

 

Any request for a waiver of any provisionof this Code must be in writing and addressed to the Board of Directors.

 

It is also the Policy of Aeroflex thateach officer covered by this Code shall acknowledge and certify to the foregoing annually and file a copy of such certificationwith the Board of Directors.

 

**OFFICER'S CERTIFICATION**

** **

    I have read andunderstand the foregoing Code of Ethics. I hereby certify that I am in compliance with the foregoing Code of Ethics, and I willcomply with the Code in the future. I understand that any violation of the Code will subject me to appropriate disciplinary action,which may include demotion or discharge.