Exhibit 3.3


                            Valpey-Fisher Corporation

                         By-Laws - effective May 8, 2003

                                    ARTICLE I
                                     OFFICES


     Section 1. Offices. The Corporation shall maintain a registered office in
Maryland. The Corporation may maintain such other offices and keep its books,
documents and records at such other places both within and without the State of
Maryland as the Board of Directors may from time to time determine or the
business of the Corporation may require.


                                   ARTICLE II
                                  STOCKHOLDERS


     Section 2. Annual Meetings. An annual meeting of stockholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held in May on such date and at such time as
the Board of Directors each year shall fix.

     Section 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting stating the place, date and hour of the meeting shall be
delivered not less than ten nor more than ninety days before the date of the
meeting, by mail, by or at the direction of the chief executive officer, the
Secretary, or the officer or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting.

     Section 4. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the chief executive officer or the Board of
Directors. The business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice of the meeting.


<PAGE>


     Section 5. Notice of Special Meetings. Written or printed notice of a
special meeting stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than ninety days before the date of the meeting, by mail, by or at
the direction of the chief executive officer, the Secretary, or the officer or
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting. The notice shall also indicate that it is being issued by, or at
the direction of, the person calling the meeting.

     Section 6. Quorum. The holders of a majority of the shares issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally noticed.

     Section 7. Voting. At any meeting of stockholders each outstanding share
having voting power shall be entitled to one vote on each matter submitted to a
vote. A stockholder may vote either in person or by proxy executed in writing by
the stockholder or by his duly authorized attorney-in-fact. All elections shall
be determined by plurality vote, and except as otherwise provided by statute or
in the Articles of Incorporation, all other matters shall be determined by vote
of a majority of the shares present or represented at such meeting and voting on
such matters.

                                        2

<PAGE>


     Section 8. Inspectors of Election. The Board of Directors in advance of any
meeting of stockholders may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at a meeting of stockholders may, and, on the request of any
stockholder entitled to vote thereat, shall appoint one or more inspectors. In
case any person appointed as inspector fails to appear or act, the vacancy may
be filled by the Board of Directors in advance of the meeting or at the meeting
by the person presiding thereat. Each inspector, before entering upon the
discharge of his duties shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability.

     Section 9. List of Stockholders. A list of stockholders as of the record
date, certified by the officer of the Corporation responsible for its
preparation or by the transfer agent, shall be produced at any meeting of
stockholders upon the request thereat or prior thereto of any stockholder. If
the right to vote at any meeting is challenged, the inspectors of election, or
person presiding thereat shall require such list of stockholders to be produced
as evidence of the right of the persons challenged to vote at such meeting, and
all persons who appear from such list to be stockholders entitled to vote
thereat may vote at such meeting.


                                   ARTICLE III
                                    DIRECTORS


     Section 1. Number, Qualification and Term. The property and business of the
Corporation shall be managed by its Board of Directors consisting of not less
than Five (5) nor more than Thirteen (13) persons. The number of directors
constituting the entire Board shall be Seven(7); provided, however, that from
time to time, such number may be decreased to not less than Five (5) or
increased to not more than Thirteen (13) persons by amendment of this section of
the By-laws by a majority of the entire Board of Directors. Directors need not
be stockholders. They shall be elected at the Annual Meeting of Stockholders and
each director shall be elected to serve until his successor shall be elected and
shall qualify.

                                       3

<PAGE>


     Section 2. Removal. Any or all of the directors may be removed for cause at
any time by the vote of the stockholders.

     Section 3. Any vacancy occurring in the Board of Directors for any cause
other than by reason of an increase in the number of directors may be filled by
a majority of the remaining members of the Board of Directors, although such
majority is less than a quorum. Any vacancy occurring by reason of an increase
in the number of directors may be filled by action of a majority of the entire
Board of Directors. A director elected by the Board of Directors to fill a
vacancy shall be elected to hold office until the next annual meeting of
stockholders or until his successor is elected and qualifies.

     Section 4. Additional Powers. In addition to the powers and authorities by
these By-Laws expressly conferred upon it, the Board of Directors may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Articles of Incorporation or by these By-Laws directed
or required to be exercised or done by the stockholders.


                                   ARTICLE IV
                       MEETINGS OF THE BOARD OF DIRECTORS


     Section 1. Place. Meetings of the Board of Directors, regular or special,
may be held either within or without the State of Maryland.

     Section 2. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately after the annual meeting of stockholders at
the same place as such meeting is held and no notice of such meeting to the
newly elected directors shall be necessary in order legally to constitute the
meeting provided a quorum shall be present, or it may convene at such place and
time as shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a duly executed
waiver of notice thereof.

                                       4

<PAGE>


     Section 3. Regular Meetings. Regular meetings of the Board of Directors may
be held upon such notice, or without notice, and at such time and at such place
as shall from time to time be determined by the Board.

     Section 4. Special Meetings. Special meetings of the Board of Directors may
be called by the chief executive officer on written notice to each director,
deposited in the United States mail no later than the third calendar day
preceding the meeting date or delivered by hand or to the telegraph company no
later than the first calendar day preceding the meeting date; special meetings
shall be called by the chief executive officer or Secretary in like manner and
on like notice on the written request of two directors.

     Section 5. Quorum. A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business unless a greater or lesser
number is required by law or by the Articles of Incorporation. The vote of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors, unless the vote of a greater number
is required by law or by the Articles of Incorporation. If a quorum shall not be
present at any meeting of directors, the directors present may adjourn the
meeting from time to time. Notice of any such adjournment shall be given to any
director who was not present at the time of such adjournment and unless
announced at the meeting to the other directors.

     Section 6. Consent in Lieu of Meeting. Any action required or permitted to
be taken by the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the Board or committee shall be filed with
the minutes of the proceedings of the Board or committee.

                                        5

<PAGE>


     Section 7. Telephone Participation at Meetings. Any one or more of the
Board of Directors or any committee thereof may participate in a meeting of the
Board of Directors or of such committee by means of conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation in a meeting by such
means shall constitute presence in person at a meeting.


                                    ARTICLE V
                                   COMMITTEES


     Section 1. Committees. The Board of Directors, by resolution adopted by a
majority of the entire board, may designate, from among its members, an
executive committee and other committees consisting of three or more directors,
which, to the extent provided in the resolution, shall have all the authority of
the Board, except as otherwise required by law. Vacancies in the membership of
such committees shall be filled by the Board of Directors at a regular or
special meeting. Such committees shall keep regular minutes of its proceedings
and report the same to the Board when required.

     Subject to the provisions of these By-Laws, the executive committee and
each other committee shall fix its own rules of procedure and shall meet as
provided by such rules or by resolution of the Board of Directors and it shall
also meet at the call of the Chairman of the Board or President of the
Corporation or any two members of such committee. A majority of the executive
committee and of each other committee shall constitute a quorum for the
transaction of business and the vote of a majority of the members of such
committee present at any meeting at which there is a quorum shall be the act of
such committee.

                                       6

<PAGE>


                                   ARTICLE VI


                                     NOTICES


     Section 1. Form; Delivery. Whenever, under the provisions of the statutes
or of the Articles of Incorporation or of these By-Laws, notice is required to
be given to any director or stockholder, such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears on
the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given by hand delivery,
effective upon such delivery, or by telegram which notice shall be deemed to
have been given when delivered to the telegraph company. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any statute or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. In addition,
any stockholder attending a meeting of stockholders in person or by proxy
without protesting prior to the conclusion of the meeting, the lack of notice
thereof to him, and any director attending a meeting of the Board of Directors
without protesting prior to the meeting or at its commencement such lack of
notice shall be conclusively deemed to have waived notice of such meeting.


                                   ARTICLE VII
                               OFFICERS AND AGENTS


     Section 1. Officers. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, a President, a
Vice-President, a Secretary and a Treasurer. The Board of Directors may also
choose additional Vice-Presidents, and one or more Assistant Secretaries and
Assistant Treasurers.

                                        7

<PAGE>

     Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chairman of the Board, a
President, one or more Vice-Presidents, a Secretary and a Treasurer. Any two or
more offices may be held by the same person.

     Section 3. Additional Officers and Agents. The Board of Directors may
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.

     Section 4. Compensation. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors and the compensation of employees and
agents shall be so fixed or shall be fixed by officers thereunto duly
authorized.

     Section 5. Term of Office; Removal. The officers of the Corporation shall
hold office until their successors are chosen and qualify. Any officer or agent
elected or appointed by the Board of Directors may be removed at any time with
or without cause by the Board. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors.

     Section 6. Powers and Duties of the Chairman of the Board. The Chairman of
the Board of Directors shall preside at all meetings of the Board and all
meetings of the stockholders at which he shall be present and shall have such
other powers and duties as may from time to time be assigned to him by the Board
of Directors.

     Section 7. Powers and Duties of the President. The President shall be the
Chief Executive Officer of the Corporation, and shall have the general
management and superintendence of the affairs of the Corporation, subject,
however, to the control of the Board of Directors; and in all cases where, and
to the extent that, the duties of the other officers of the Corporation are not
specifically prescribed by By-Laws or rules or regulations of the Board of
Directors, the President may prescribe such duties. He shall have general and
active supervision over the property, business and affairs of the Corporation
and may sign, execute, and deliver in the name of the Corporation deeds,
mortgages, bonds, contracts, powers of attorney, and other instruments, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or these By-Laws to some other officer or agent of the
Corporation or shall be required by law or otherwise to be signed or executed,
and may exercise any and all powers and perform any and all duties relating to
such supervision, or which are imposed upon him by the By-Laws, or by the Board
of Directors.

                                       8

<PAGE>


     Subject to such limitations as the Board of Directors may from time to time
prescribe, the Chief Executive Officer shall have power to appoint and to
dismiss all such agents and employees of the Corporation who are not officers
thereof (including any appointed by the Board) as he may deem proper, and to
prescribe their duties, and subject to like limitations, delegate to other
officers of the Corporation any other of the powers and duties conferred upon
him by the By-Laws or by the Board of Directors.

     Section 8. Powers and Duties of the Vice President. The Vice-President
shall perform the duties as may be prescribed by the Board of Directors and
subject to the chief executive officer.

     Section 9. Powers and Duties of the Secretary. The Secretary shall attend
all sessions of the Board and all meetings of the stockholders and record all
votes and the minutes of all proceedings in a book to be kept for that purpose,
and shall perform like duties for any committee of the Board when required. He
shall cause to be given notice of all meetings of stockholders and directors and
shall perform such other duties as pertain to his office. He shall keep in safe
custody the seal of the Corporation and when authorized by the Board of
Directors, affix it when required to any instrument.

     Section 10. Powers and Duties of the Treasurer. The Treasurer shall have
the custody of all the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation as may
be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the chief executive officer and directors at the regular
meetings of the Board, or whenever they may require it, an account of all his
transactions as treasurer and of the financial condition of the Corporation.

                                       9

<PAGE>


     Section 11. Powers and Duties of Other Officers. All other officers shall
have such duties and exercise such powers as generally pertain to their
respective offices and all officers shall have such other duties and exercise
such other powers as from time to time may be prescribed by the chief executive
officer or the Board of Directors.


                                  ARTICLE VIII
                                     SHARES


     Section 1. Form; Signature. The shares of the Corporation shall be
represented by certificates signed by the President or a Vice-President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of the Corporation and may be sealed with the seal of the Corporation or a
facsimile thereof. The signatures of the officers of the Corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself or an
employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.

     Section 2. Lost Certificates. The Board of Directors may authorize the
officers or agents of the Corporation to issue a new certificate in place of any
certificate theretofore issued by the Corporation alleged to have been lost or
destroyed and as a condition precedent to the issuance thereof, may prescribe
such terms and conditions as it deems expedient, and may require such
indemnities as it deems adequate to protect the Corporation from any claim that
may be made against it with respect to any such certificate alleged to have been
lost or destroyed.

     Section 3. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto, and the old certificate cancelled and the transaction recorded upon the
books of the Corporation.

                                       10

<PAGE>


     Section 4. Fixing Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
at the record date for any such determination of stockholders. Such date shall
not be more than sixty nor less than ten days before the date of any meeting nor
more than sixty days prior to any other action. When a determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board fixes a new record date for
the adjourned meeting.

     Section 5. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Maryland.


                                   ARTICLE IX
                               GENERAL PROVISIONS


     Section 1. Dividends. Subject to the provisions of law and of the Articles
of Incorporation relating thereto, dividends may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, the Corporation's bonds or its property, including the shares or
bonds of other corporations, subject to any provisions of law and of the
Articles of Incorporation.

                                       11

<PAGE>


     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

     Section 3. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 4. Fiscal Year. The fiscal year of the Corporation shall begin on
January 1st and end on December 31st of each year, unless otherwise provided by
the Board of Directors.

     Section 5. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "CORPORATE SEAL,
MARYLAND". This seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.


                                    ARTICLE X
                                   AMENDMENTS


     Section 1. Amendments. The Board of Directors shall have the exclusive
power to adopt, alter or repeal any provision of these Bylaws and to make new
Bylaws.



                                       12