Exhibit 4.1

                            AML COMMUNICATIONS, INC.

                     SECOND AMENDED AND RESTATED 1995 STOCK
                     INCENTIVE PLAN AS AMENDED AND RESTATED

                                  JULY 26, 2000


         This Amended and Restated Stock Incentive Plan (this "Plan") is
intended to serve as an incentive to, and to encourage stock ownership by,
certain directors, officers and other persons employed by AML Communications,
Inc., a Delaware corporation (the "Company"), so that they may acquire or
increase their proprietary interests in the success of the Company and to
encourage them to remain in the Company's service.

 SECTION 2. PERSONS ELIGIBLE UNDER PLAN

         Any person, including any director of the Company, who is an employee
of or consultant to the Company or any of its subsidiaries (an "Employee") and
any director of the Company who is not an Employee (a "Nonemployee Director")
shall be eligible to be considered for the grant of options hereunder (each an
"Option"); provided that only persons who are employees of the Company shall be
eligible to be considered for the grant of "Incentive Stock Options" (as defined
herein).

SECTION 3. OPTIONS

         (a) The Committee (as hereinafter defined), on behalf of the Company,
is authorized under this Plan to enter into any type of arrangement with an
Employee or a Nonemployee Director that is not inconsistent with the provisions
of this Plan and that, by its terms, involves or might involve the issuance of
(i) shares of Common Stock, par value $.O1 per share, of the Company ("Common
Shares") or (ii) a Derivative Security (as such term is defined in Rule l6a-1
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as such Rule may be amended from time-to-time) with an exercise or
conversion privilege at a price related to the Common Shares or with a value
derived from the value of the Common Shares. The entering into of any such
arrangement is referred to herein as the "grant" of an Option.

         (b) Common Shares may be issued pursuant to an Option for any lawful
consideration as determined by the Committee, including, without limitation,
services rendered by the recipient of such Option.

         (c) Subject to the provisions of this Plan, the Committee, in its sole
and absolute discretion, shall determine all of the terms and conditions of each
Option granted under this Plan, which terms and conditions may include, among
other things:

              (i) a provision permitting the recipient of such Option, including
         any recipient who is a director or officer of the Company, to pay the
         purchase price of the Common Shares or other property issuable pursuant
         to such Option, and/or such recipient's tax withholding obligation with
         respect to such issuance, in whole or in part, by any one or more of
         the following:


                  (A) the delivery of previously owned shares of capital stock
                  of the Company (including "pyramiding") or other property,
                  provided that the Company is not then prohibited from
                  purchasing or acquiring shares of its capital stock or such
                  other property,

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                  (B) a reduction in the amount of Common Shares or other
                  property otherwise issuable pursuant to such Option, or

                  (C) the delivery of cash or a promissory note, the terms and
                  conditions of which shall be determined by the Committee;

              (ii) a provision conditioning or accelerating the receipt of
         benefits pursuant to such Option, either automatically or in the
         discretion of the Committee, upon the occurrence of specified events,
         including, without limitation, a change of control of the Company, an
         acquisition of a specified percentage of the voting power of the
         Company, the dissolution or liquidation of the Company, a sale of
         substantially all of the property and assets of the Company or an event
         of the type described in Section 7 hereof; or

              (iii) any provisions required in order for such Option to qualify
         (A) as an incentive stock option (an "Incentive Stock Option") under
         Section 422 of the Internal Revenue Code of 1986, as amended from (the
         "Code"), provided that the recipient of such Option is eligible under
         the Code to receive an Incentive Stock Option and/or (B) as performance
         based compensation described in Section 162(m) of the Code
         ("Performance-Based Compensation").

         (d) Notwithstanding any other provision of this Plan, no Employee shall
be granted Options in excess of 150,000 shares of Common Stock and no
Nonemployee Director shall be granted Options in excess of 25,000 shares of
Common Stock during any one calendar year. The limitation set forth is this
Section 3(d) shall be subject to adjustment as provided in Section 7 hereof, but
only to the extent such adjustment would not affect the status of compensation
attributable to Options hereunder as Performance-Based Compensation.

SECTION 4. STOCK SUBJECT TO PLAN

         (a) The aggregate number of Common Shares that may be issued pursuant
to all Incentive Stock Options granted under this Plan shall not exceed
2,000,000, subject to adjustment as provided in Section 7 hereof.

         (b) The aggregate number of Common Shares issued and issuable pursuant
to all Options (including Incentive Stock Options) granted under this Plan shall
not exceed 2,000,000, subject to adjustment as provided in Section 7 hereof.

         (c) For purposes of Section 4(b) hereof, the aggregate number of Common
Shares issued and issuable pursuant to all Options granted under this Plan shall
at any time be deemed to be equal to the sum of the following:

              (i) the number of Common Shares that were issued prior to such
         time pursuant to Options granted under this Plan, other than Common
         Shares that were subsequently reacquired by the Company pursuant to the
         terms and conditions of such Options and with respect to which the
         holder thereof received no benefits of ownership such as dividends;
         plus

              (ii) the number of Common Shares that were otherwise issuable
         prior to such time pursuant to Options granted under this Plan, but
         that were withheld by the Company as payment of the purchase price of
         the Common Shares issued pursuant to such Options or as payment of the
         recipient's tax withholding obligation with respect to such issuance;
         plus

              (iii) the maximum number of Common Shares issuable at or after
         such time pursuant to Options granted under this Plan prior to such
         time.

         (d) The "Fair Market Value" of a Common Share or other security on any
date (the "Determination Date") shall be equal to the closing price per Common
Share or unit of such other security on the business day immediately preceding
the Determination Date, as reported in The Wall Street Journal, Western Edition,
or, if no closing price was so reported for such immediately preceding business
day, the closing price for the next preceding business day for which a closing
price was so reported, or, if no closing price was so reported for any of the 30
business days immediately preceding the Determination Date, the average of the
high bid and low asked prices per

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Common Share or unit of such other security on the business day immediately
preceding the Determination Date in the over-the-counter market, as reported by
the National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or such other system then in use, or, if the Common Shares or such
other security were not quoted by any such organization on such immediately
preceding business day, the average of the closing bid and asked prices on such
day as furnished by a professional market maker making a market in the Common
Shares or such other security selected by the Board.

SECTION 5. DURATION OF PLAN

         Options shall not be granted under this Plan after November 1, 2005.
Although Common Shares may be issued on or after November 1, 2005 pursuant to
Options granted prior to such date, no Common Shares shall be issued under this
Plan after October 31, 2015.

SECTION 6. ADMINISTRATION OF PLAN

         (a) This Plan shall be administered by a committee (the "Committee") of
the Board consisting of two or more directors, each of whom is a "non-employee
director" (as such term is defined in Rule 16b-3 promulgated under the Exchange
Act, as such Rule may be amended from time-to-time); provided, however, that in
the event the Committee is not comprised of two or more "non-employee
directors," then (i) the Committee shall only be authorized and empowered to
recommend to the Board all things necessary or desirable in connection with the
administration of this Plan, including, without limitation, the things listed in
Section 6, (ii) all recommendations of the Committee relating to this Plan shall
be subject to final approval by the Board and (iii) all references herein to the
Committee shall be deemed to refer to the Board; provided further, that unless
otherwise determined by the Board, with respect to any Option that is intended
to qualify as Performance-Based Compensation, the Plan shall be administered by
a committee consisting of two or more directors, each of whom is an "outside
director" (as such term is defined under Section 162(m) of the Code).

         (b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:

              (i) adopt, amend and rescind rules and regulations relating to
         this Plan;

              (ii) determine which persons are Employees and to which of such
         Employees, if any, Options shall be granted hereunder;

              (iii) grant Options to Employees and Nonemployee Directors
         (provided that Nonemployee Directors shall not be eligible to be
         considered for the grant of Incentive Stock Options) and determine the
         terms and conditions thereof, including (A) the number of Common Shares
         issuable pursuant thereto and (B) the exercise price for any Option,
         provided that the exercise price of any option to purchase Common
         Shares shall not be less than the Fair Market Value of a Common Share
         on the date such option is granted, except that (1) the Committee may
         specifically provide that the exercise price of any such option may be
         higher or lower in the case of an option granted at the time an
         Employee commences employment with the Company in assumption and
         substitution of options issued by another company that are forfeited or
         cancelled at the time the Employee commences employment with the
         Company, and (2) in the event an Employee is required to pay or forego
         the receipt of any cash amount in consideration of receipt of an
         option, the exercise price plus such cash amount shall equal or exceed
         100% of the Fair Market Value of a Common Share on the date the option
         is granted;

              (iv) determine whether, and the extent to which, adjustments are
         required pursuant to Section 7 hereof; and

              (v) interpret and construe this Plan and the terms and conditions
         of all Options granted hereunder.

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SECTION 7. ADJUSTMENTS

         If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee may make appropriate and proportionate adjustments in (a) the number
and type of shares or other securities or cash or other property that may be
acquired pursuant to Options theretofore granted under this Plan, (b) the
maximum number and type of shares or other securities that may be issued
pursuant to Incentive Stock and other Options thereafter granted under this
Plan, and (c) to the extent permitted under Section 3(e) hereof, the maximum
number of Common Shares for which options may be granted during any one calendar
year; provided, however, that no adjustment shall be made under this Section 7
to the number of Common Shares that may be acquired pursuant to outstanding
Incentive Stock Options or the maximum number of Common Shares with respect to
which Incentive Stock Options may be granted under this Plan to the extent such
adjustment would result in such options being treated as other than Incentive
Stock Options; provided further that no such adjustment shall be made to the
extent the Committee determines that such adjustment would result in the
disallowance of a federal income tax deduction for compensation attributable to
Options hereunder by causing such compensation to be other than
Performance-Based Compensation.

SECTION 8. AMENDMENT AND TERMINATION OF PLAN

         The Board may amend or terminate this Plan at any time and in any
manner; provided, however, that no such amendment or termination shall deprive
the recipient of any Option theretofore granted under this Plan, without the
consent of such recipient, of any of his or her rights thereunder or with
respect thereto.

SECTION 9. EFFECTIVE DATE OF PLAN

         The Stock Incentive Plan became effective on November 3, 1995. The
amendments to the Stock Incentive Plan reflected in this Amended and Restated
Stock Incentive Plan shall be effective as of June 24, 1998, the date upon which
it was approved by the Board; provided, however, that no Options may be granted
nor may Common Shares be issued under this Amended and Restated Stock Incentive
Plan until it has been approved, directly or indirectly, by (a) the affirmative
votes of the holders of a majority of the securities of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with the
laws of the State of Delaware or (b) the written consent of the holders of a
majority of the securities of the Company entitled to vote.

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