CODE OFETHICS FOR CHAIRMAN, CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF AEROFLEX INCORPORATED.

EXHIBIT 4.2

CODE OF ETHICS
FOR CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
SENIOR FINANCIAL OFFICERS
OF AEROFLEX INCORPORATED.

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

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

    2.         Disclose to the Chair of the Audit Committee of Aeroflex’s Board of Directors any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

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

    4.         Comply with laws, rules and regulations of federal, state, and local governments applicable to Aeroflex, and with the rules and regulations of private and public regulatory agencies having jurisdiction over Aeroflex.

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

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

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

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

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

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

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

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

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

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

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

It is also the Policy of Aeroflex Incorporated that each officer covered by this Code shall acknowledge and certify to the foregoing annually and file a copy of such certification with the Audit Committee of Aeroflex’s Board of Directors.