**EXHIBIT4.2**

**CODE OFETHICSFOR CHAIRMAN, CHIEF EXECUTIVE OFFICER ANDSENIOR FINANCIAL OFFICERSOF AEROFLEX INCORPORATED.**

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It is the policyof Aeroflex Incorporated that the Chairman, Chief Executive Officer, ChiefFinancial Officer, Treasurer and Controller of Aeroflex Incorporated (“Aeroflex”)adhere to and advocate the following principles governing their professionaland ethical conduct in the fulfillment of their responsibilities:

    1.         Act with honesty and integrity,avoiding actual or apparent conflicts between his or her personal, privateinterests and the interests of Aeroflex, including receiving improper personalbenefits as a result of his or her position.

    2.         Disclose to the Chair of the AuditCommittee of Aeroflex’s Board of Directors any material transaction orrelationship that reasonably could be expected to give rise to a conflict ofinterest.

    3.         Perform responsibilities with a view tocausing periodic reports and documents filed with or submitted to the SEC andall other public communications made by Aeroflex to contain information whichis accurate, complete, fair, objective, relevant, timely and understandable.

    4.         Comply with laws, rules and regulationsof federal, state, and local governments applicable to Aeroflex, and with therules and regulations of private and public regulatory agencies havingjurisdiction over Aeroflex.

    5.         Act in good faith, responsibly, withdue care, competence and diligence, without misrepresenting or omitting material facts or allowing independent  judgment to be compromised or subordinated.

    6.         Respect the confidentiality ofinformation acquired in the course of performance of his or herresponsibilities except when authorized or otherwise legally obligated todisclose any such information; not use confidential information acquired in thecourse of performing his or her responsibilities for personal advantage.

    7.         Share knowledge and maintain skillsimportant and relevant to the needs of Aeroflex, its shareholders and otherconstituencies, and the general public.

    8.         Pro-actively promote ethical behavioramong subordinates and peers in his or her work environment and community.

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    9.         Use and control all corporate assetsand resources employed by or entrusted to him or her in a responsible manner.

    10.       Not use corporate information, corporateassets, corporate opportunities or his or her position with Aeroflex forpersonal gain; not compete directly or indirectly with Aeroflex.

    11.       Comply in all respects with Aeroflex’sEmployee Code of Business Conduct and Corporate Ethics Policy.

    12.       Advance Aeroflex’s legitimate interestswhen the opportunity arises.

Each officercovered by this Code shall report, in person or in writing, any known orsuspected violations of this Code to the Chair of the Audit Committee.

The Audit Committee willinvestigate any reported violations and will oversee an appropriate  response, including corrective action andpreventative measures.  Any officer whoviolates this Code will face appropriate, case-specific disciplinary action,which may include demotion or discharge.

Any request for awaiver of any provision of this Code must be in writing and addressed to theAudit Committee.  Any waiver of this Codewill be disclosed promptly on Form 8-K or any other means approved by the SEC.

It is also thePolicy of Aeroflex Incorporated that each officer covered by this Code shallacknowledge and certify to the foregoing annually and file a copy of suchcertification with the Audit Committee of Aeroflex’s Board of Directors.

 

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