Exhibit 14.2


                                    Standard
                                       Of
                                     Conduct










                              [PORTA SYSTEMS LOG0]
                               575 Underhill Blvd
                                Syosset, NY 11791

<PAGE>






Contents                                                      Page

Compliance with the Law and Fair Competition                   1




Conflict of Interest                                           2




Foreign Corrupt Practices Act                                  3




Company Assets, Funds and Property                             4




Company Financial and Business Records                         4




Proprietary Information                                        5




Political Contributions                                        6




Conclusion                                                     6





Acknowledgment                                                 7

<PAGE>


Conflict of Interest




Since each employee's primary  obligation is to Porta Systems,  any form outside
activity,  including employment or self-employment must be kept totally separate
from his or her employment with Porta Systems.  Employees  should not solicit or
accept salaries, fee commissions, rebates or any other type of compensation from
agents,  contractors,  distributors,  supplies,  customers,  consultants, or any
other persons, firms or organizations doing business with Porta Systems.  Gifts,
transportation,  loans,  unusual  hospitality  or other  non-monetary  favors or
gratuities  from any  agent or  distributor  (except  for  customary  courtesies
usually  extended  in the  business of Porta  System)  should not be accepted or
solicited.

Employees  should avoid any outside business  activity or any outside  financial
interest  or  investment   which  may  adversely  affect  the  independence  and
objectivity of their  judgement or which may represent a conflict of interest or
discredit  Porta  Systems.  However,  no  conflict  of  interest  or  investment
represents  less  than  1/4%  (one  quarter  of one  percent)  of the stock of a
company, which is publicly traded on an exchange or over the counter.

A conflict of  interest  included,  but is not  limited  to,  direct or indirect
participation in a business  enterprise having a business  objective  comparable
with that of Porta Systems or in a supplier or a customer of Porta  Systems.  In
this context,  a supplier  would be anyone who furnishes  materials,  equipment,
suppliers  or  services  of  any  kind  to  Porta  Systems,  including  banking,
insurance, advertising, construction, auditing, engineering, consulting, testing
or legal  services  similar  to any of those sold by Porta  Systems.  A customer
would be anyone who purchases  materials,  equipment,  supplies or services from
Porta Systems.

A clear example of a conflict of interest would be the undisclosed  receipt of a
fee,  commission  or other type  compensation  from a  supplier,  competitor  or
customer of Porta Systems. Other examples include having an undisclosed interest
in a  transaction  in  which it is  known  that  Porta  Systems  is,  or may be,
interested,  or taking advantage of a corporate opportunity for the individual's
personal profit. Employment of a member of any officer's or employee's family by
a supplier,  competitor or customer of Porta Systems or outside employment by an
officer or employee of Porta Systems  regardless of the employer's  relationship
to Porta  Systems may,  under  certain  circumstances,  represents a conflict of
interest.  In the same  regard,  receiving an  undisclosed  loan from a supplier
(including  a supplier  of banking  service),  competitor  or  customer of Porta
Systems by an  officer,  employee or a member of his family  could  also,  under
certain circumstances, result in a conflict of interest.

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Compliance with the Law and Fair Competition

It is the policy of Porta Systems to take all reasonable steps to insure that no
employee engages in any activity on behalf of Porta Systems, which would violate
the  antitrust  laws of the  united  States.  We  should  conduct  our  business
according to the highest ethical  standards and nor engage in such activities as
entering into agreements with  competitors to fix prices in the Unites States or
divide or allocate markets in the United States. We should compete on the merits
of our products  and services and not engage in any form of unfair  competition.
In short, all employees should avoid  communications with competitors on polices
and practices  involving pricing,  production,  marketing  inventories,  product
development,  sales territories and goals,  market studies or any proprietary or
confidential information.


Further, regarding competitors,  we should not engage in illegal acts or illegal
espionage to acquire competitor's trade secrets, lists of customers, information
about  company  facilities,  technical  development  or  operations.  We  are in
business because of the quality of our products and services. As such, we should
not give improper favors to customers or their representatives. Nor do we assist
distributors, agents' consultants or others to do so.


The employees of Porta Systems should take all  reasonable  steps to insure that
no  distributor  shall engage in any form of  commercial  bribery or provide any
payoff, kickbacks, or other compensation of similar nature in order to secure or
retain business or to obtain any other special concessions.


Commercial  bribery  commonly  involves  the grant,  or  agreement  to grant any
benefit to any employee,  without the knowledge of the latter's employer, in the
hope  influencing  his  conduct  with regard to the  business  of his  employer.
Examples  of such  conduct  could  involve  paying  money or giving  without the
knowledge  of his  employer,  in the hope of having the employee  influence  his
employer to purchase products of Porta Systems.  Similarly,  commercial  bribery
could  involve the payment of a  commission  by a seller to an agent of a buyer,
where the agent retains the payment for his use and benefit.


The boundary  between  ethical and unethical,  legal and illegal  conduct is not
always  self-defined.  These  guidelines are intended to help all employees make
the right decision in potentially difficult situations.


<PAGE>


Foreign Corrupt practices Act

This law makes it  illegal  to obtain or retain  business  through  payments  to
influence foreign officials and governments, although is not limited to business
operating abroad.


As a result,  all employees  should take all reasonable  steps to insure that no
distributor  offers,  promises,  or makes any payment of money or of anything of
value. Or to provide  entertainment of more than normal value to any official or
employee of the United States  government.  Or the government of any domestic or
foreign jurisdiction for the purpose of influencing any official act or decision
involving the exercise of discretion by the Porta Systems obtaining or retaining
business directed to any other persons or entity.


No  employee  shall,  on behalf of Porta  Systems  offer,  promise,  or make any
payment of money or anything  of value to any persons or entity if the  officer,
employee,  agent or  distributor  knows or has any  reason to  suspect  that any
portion  of the money or thing of value  may be  transferred  to any  government
official or employee,  political party or party  official,  or any candidate for
political  office for the purpose of  influencing  any  official act or decision
involving the exercise of discretion by a government  official or employee which
would result in Porta Systems obtaining or retaining business or having business
directed to any other  persons or entity.  Penalties  against  Porta Systems and
individual employees can result if the law is violated.


In  actuality,  the law  requires  that the books and  records of Porta  Systems
fairly and accurately reflect  transactions in reasonable detail, and that Porta
System's  internal  accounting  controls  provide  that all funds,  assets,  and
disbursements  of Porta Systems are properly  recorded on the appropriate  books
and records.  Specifically, (1) no secret or unrecorded fund of corporate monies
or other assets of Porta Systems or its  subsidiaries  shall be  established  or
maintained, (2) all payments and disbursements shall be recorded properly on the
books and records of Porta Systems.  (3) No false or fictitious entries shall be
made in the books and records,  or false or misleading reports issued pertaining
to the  operations  of Porta Systems or its  subsidiaries.  (4) Access to assets
shall be in accordance  with  management's  authorization,  (5)  inventories  of
assets  shall be taken  periodically  and  appropriate  action  taken to correct
discrepancies





<PAGE>


Company Assets, Funds and Property

The  assets  of Porta  Systems  include  corporate  funds,  but also  equipment,
physical facilities, production machines, typewriters and other similar items.

The appropriate use of corporate funds and assets is the  responsibility  of all
employees. Corporate funds and assets must not be used for personal gain. Proper
value should be received by Porta Systems upon any expenditure of Porta Systems'
funds by any employee.

Employee  responsible  for accounting and record keeping must guard such records
properly and insure that such records are currents, relevant and accurate.

Under no circumstances should there be any exceptions  concerning these policies
of handling corporate funds and assets.

As is true of Porta Systems' funds,  Porta Systems'  property should not be used
for  personal  benefit.  Porta  Systems'  property  is an asset and its  careful
safeguarding  is  necessary  for us to conduct  our  business  according  to the
standards and ethics,  which are set forth in this  booklet.  Theft and careless
misuse lessens our profits and earnings.  Property  should not be disposed of in
any fashion without  following Porta Systems'  instructions and only by approved
authorization.

Personal use of the telephones  should be held to a minimum and used only in the
case of important messages and emergency situations.

Company Financial And Business records

Company  records are  maintained  for purposes of enabling Porta Systems to meet
its management,  legal and financial obligations. The integrity of these records
is critical to the  operation of Porta  Systems.  Thus, no payment or receipt of
payment on behalf of Porta Systems may be approved or made with the intention or
understanding  that any part of the  payment or receipt of payment is to be used
for a  purpose  other  that  that  described  in the  documents  supporting  the
transaction.

False or  artificial  entries  must not be made in the books or records of Porta
Systems for any reason, and no employee may engage in an arrangement that result
with company procedures.

Record containing  personal in formation on employees must be kept confidential.
Such records should only be disclosed to authorize  personnel in accordance with
Company procedures.

Any  infraction  in these  guidelines  should  be  reported  immediately  to the
Controller or Porta  Systems or in lieu of that office,  to any officer of Porta
Systems.


<PAGE>


Political Contributions

The Porta Systems' overall policy  regarding  political  contributions  requires
that no employee shall make use of corporate  funds for the support of political
parties or candidates.  Further, no employee on behalf of Porta Systems,  should
approve or make any  contribution  or expenditure or make available  services or
facilities in connection with the nomination or election, (including any caucus,
or election,  or primary) of any person,  or any Unites  States,  state,  local,
foreign political office.

Accordingly, no pressure, direct or implied, should infringe on the right of any
employee or to decide whether, to whom, and in what amount he or she will make a
personal political contribution.





Conclusion:





This code of Business Conduct is the  responsibility of all employees and should
be affirmed by the employees in the full spirit of honest and lawful behavior.

The  contents of this  booklet  are a part of the Porta  Systems'  policies  and
procedures.  The integrity and good judgement of all employees must be conducive
to a good business  conduct.  All employees alone are responsible for his or her
actions must exercise the highest ethical standards.

Violations of any of the policies or principles contained in this booklet should
be promptly  reported to the  appropriate  officer.  Any violation can result in
disciplinary  and legal  action.  No  reprisal  action  should be  initiated  or
encouraged against an employee or other person who in good faith reports a known
or suspected violation.





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Standards of Conduct Acknowledgement

I have  carefully  read the booklet, "Standards of Conduct" and  understand  its
provisions.

I fully realize the necessity of: protecting Porta Systems' reputation; engaging
only  in  fair  competition;   avoiding  conflicts  of  interest;   safeguarding
proprietary and classified information;  properly handling Porta Systems' funds,
property,  records and  accounts;  protecting  computer  systems;  and  guarding
against espionage and sabotage.  I realize that factual reporting and accounting
in all phases of Porta Systems'  operation are required both by law and by Porta
Systems; practices.

I also agree that during or after my  employment I will not,  except as required
in the  conduct  of Porta  Systems'  business  or when  properly  authorized  in
writing, publish, disclose, use or authorize anyone else to publish, disclose or
use, any private,  confidential, or proprietary information that may have in any
way acquired, learned, developed, or created by reason of my employment.

Date:__________________________________________________________________


Signature: ____________________________________________________________


Print:: _______________________________________________________________


Title: ________________________________________________________________


Department: ___________________________________________________________


Acknowledgment: _______________________________________________________


Date: _________________________________________________________________


Authorized Signature: _________________________________________________


Title: ________________________________________________________________