Exhibit
14.2
 
 
 CODE
OF ETHICS
 FOR
CHIEF EXECUTIVE OFFICER AND
 SENIOR
FINANCIAL OFFICERS
 OF
AEROFLEX INCORPORATED.
 _________________
 
 It is the
policy of Aeroflex Incorporated. that the Chief Executive Officer, Chief
Financial Officer, Treasurer and Controller of  Aeroflex Incorporated
(“Aeroflex”) adhere to and advocate the following principles governing their
professional and ethical conduct in the fulfillment of their
responsibilities:
 
 1.           Act
with honesty and integrity, avoiding actual or apparent conflicts between his or
her personal, private interests and the interests of Aeroflex, including
receiving improper personal benefits as a result of his or her
position.
 
 2.           Disclose
to Aeroflex’s Board of Directors any material transaction or relationship that
reasonably could be expected to give rise to a conflict of
interest.
 
 3.           Perform
responsibilities with a view to causing periodic reports and documents filed
with or submitted to the SEC and all other public communications made by
Aeroflex to contain information which is accurate, complete, fair, objective,
relevant, timely and understandable.
 
 4.           Comply
with laws, rules and regulations of federal, state, and local governments
applicable to Aeroflex, and with the rules and regulations of private and public
regulatory agencies having jurisdiction over Aeroflex.
 
 5.           Act
in good faith, responsibly, with due care, competence and diligence, without
misrepresenting or omitting material facts or allowing independent judgment to
be compromised or subordinated.
 
 6.           Respect
the confidentiality of information acquired in the course of performance of his
or her responsibilities except when authorized or otherwise legally obligated to
disclose any such information; not use confidential information acquired in the
course of performing his or her responsibilities for  personal
advantage.
 
 7.           Share
knowledge and maintain skills important and relevant to the needs of Aeroflex,
its shareholders and other constituencies, and the general public.
 
 8.           Pro-actively
promote ethical behavior among subordinates and peers in his or her work
environment and community.
 
 9.           Use
and control all corporate assets and resources employed by or entrusted to him
or her in a responsible manner.
 
 10.         Not
use corporate information, corporate assets, corporate opportunities or his or
her position with Aeroflex for personal gain; not compete directly or indirectly
with Aeroflex.
 
 11.         Comply
in all respects with Aeroflex’s Employee Code of Business Conduct and
Corporate  Ethics Policy.
 
  
  12.         Advance
Aeroflex’s legitimate interests when the opportunity arises.
 
 Each
officer covered by this Code shall report, in person or in writing, any known or
suspected violations of this Code to the Board of Directors.
 
 Aeroflex
will investigate any reported violations and will oversee an appropriate
response, including corrective action and preventative measures. Any officer who
violates this Code will face appropriate, case-specific disciplinary action,
which may include demotion or discharge.
 
 Any
request for a waiver of any provision of this Code must be in writing and
addressed to the Board of Directors.
 
 It is
also the Policy of Aeroflex Incorporated. that each officer  covered
by this Code shall acknowledge and certify to the foregoing annually
and  file a copy of such certification with the Board of
Directors.
 
 
 
 OFFICER'S
CERTIFICATION
 
 
 I
have read and understand the foregoing Code of Ethics. I hereby certify that I
am in compliance with the foregoing Code of Ethics, and I will comply 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.
 
 
 Date:  4/28/09
              /s/ John Adamovich,
      Jr.John
      Adamovich, Jr.Sr.
      Vice President and Chief Financial
Officer