**Exhibit 14.2**

 

**CODE OFETHICS**

**FOR CHIEFEXECUTIVE OFFICER AND**

**SENIORFINANCIAL OFFICERS**

**OF AEROFLEXINCORPORATED.**

 

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Itis the policy of Aeroflex Incorporated. that the Chief Executive Officer, ChiefFinancial Officer, Treasurer and Controller of Aeroflex Incorporated (“Aeroflex”) adhere to and advocate the followingprinciples governing their professional and ethical conduct in the fulfillmentof their responsibilities:

 

1.       Actwith honesty and integrity, avoiding actual or apparent conflicts between his orher personal, private interests and the interests of Aeroflex, includingreceiving improper personal benefits as a result of his or her position.

 

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

 

3.       Performresponsibilities with a view to causing periodic reports and documents filedwith or submitted to the SEC and all other public communications made byAeroflex to contain information which is accurate, complete, fair, objective,relevant, timely and understandable.

 

4.       Complywith laws, rules and regulations of federal, state, and local governmentsapplicable to Aeroflex, and with the rules and regulations of private andpublic regulatory agencies having jurisdiction over Aeroflex.

 

5.       Act ingood faith, responsibly, with due care, competence and diligence, withoutmisrepresenting or omitting material facts or allowing independent judgment tobe compromised or subordinated.

 

6.       Respectthe confidentiality of information acquired in the course of performance of hisor her responsibilities except when authorized or otherwise legally obligatedto disclose any such information; not use confidential information acquired inthe course of performing his or her responsibilities for  personal advantage.

 

7.       Shareknowledge and maintain skills important and relevant to the needs of Aeroflex,its shareholders and other constituencies, and the general public.

 

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

 

9.       Useand control all corporate assets and resources employed by or entrusted to himor her in a responsible manner.

 

10.     Not usecorporate information, corporate assets, corporate opportunities or his or herposition with Aeroflex for personal gain; not compete directly or indirectlywith Aeroflex.

 

11.     Complyin all respects with Aeroflex’s Employee Code of Business Conduct andCorporate  Ethics Policy.

 

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12. Advance Aeroflex’s legitimate interests when theopportunity arises.

 

Eachofficer covered by this Code shall report, in person or in writing, any knownor suspected violations of this Code to the Board of Directors.

 

Aeroflexwill investigate any reported violations and will oversee an appropriateresponse, including corrective action and preventative measures. Any officerwho violates this Code will face appropriate, case-specific disciplinaryaction, which may include demotion or discharge.

 

Anyrequest for a waiver of any provision of this Code must be in writing andaddressed to the Board of Directors.

 

Itis also the Policy of Aeroflex Incorporated. that each officer  covered by this Code shall acknowledge andcertify to the foregoing annually and file a copy of such certification with the Board of Directors.

 

**OFFICER’SCERTIFICATION**

 

I have read and understand the foregoing Code ofEthics. I hereby certify that I am in compliance with the foregoing Code ofEthics, and I will comply with the Code in the future. I understand that anyviolation of the Code will subject me to appropriate disciplinary action, whichmay include demotion or discharge.

 

 
| Date:  | 4/16/10 |                                            | /s/ John  Adamovich, Jr. |
|--------|---------|-------------------------------------------------|-------------------------------|
|   |    | John Adamovich, Jr.                        |
|   |    | Sr. Vice President and  Chief Financial Officer |

 

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