**Exhibit 14.4**

 

**CODE OF ETHICS**

**FOR CHIEF EXECUTIVE OFFICER AND**

**SENIORFINANCIAL OFFICERS**

**OF AEROFLEX INCORPORATED.**

 

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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.       Act with honesty and integrity, avoidingactual or apparent conflicts between his or her personal, private interests andthe interests of Aeroflex, including receiving improper personal benefits as aresult of his or her position.

 

2.       Disclose to Aeroflex’s Board of Directorsany material transaction or relationship that reasonably could be expected togive rise to a conflict of interest.

 

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 andregulations of federal, state, and local governments applicable to Aeroflex,and with the rules and regulations of private and public regulatory agencieshaving jurisdiction over Aeroflex.

 

5.       Act in good faith, responsibly, with duecare, competence and diligence, without misrepresenting or omitting materialfacts 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.

 

9.       Use and control all corporate assets andresources 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.

 

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12.Advance Aeroflex’s legitimate interests when the opportunity 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**

 

Ihave read and understand the foregoing Code of Ethics. I hereby certify that Iam in compliance with the foregoing Code of Ethics, and I will comply with theCode in the future. I understand that any violation of the Code will subject meto appropriate disciplinary action, which may include demotion or discharge.

 

 
| Date:  | 4/20/10 |   | /s/ Kevin Finnegan   |
|--------|---------|--------|----------------------|
|   |    |   | Kevin Finnegan       |
|   |    |   | Corporate Controller |

 

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