Exhibit 14.2

                        TECHNOLOGY RESEARCH CORPORATION

                               CODE OF ETHICS
                     FOR PRINCIPAL EXECUTIVES, FINANCIAL
                          AND ACCOUNTING OFFICERS

     Introduction.  This Technology Research Corporation ("TRC") Code of Ethics
for Principal Executives, Financial and Accounting Officers has been adopted by
the Board of Directors of TRC to promote honest and ethical conduct, proper
disclosure of financial information in TRC's periodic reports, and compliance
with applicable laws, rules and regulations by TRC's senior officers who have
financial responsibilities.

     TRC expects all of its employees to act in accordance with the highest
standards of personal and professional integrity in all aspects of their
activities, to comply with all applicable laws, rules and regulations to deter
wrongdoing and abide by the TRC Code of Conduct and other policies and
procedures adopted by TRC that govern the conduct of its employees.

     This Code of Ethics for Principal Executive Officers, Financial and
Accounting Officers is intended to supplement the TRC Code of Conduct.  The
Principal Executives and Senior Financial Officers subject to this Code of
Ethics will be designated and informed of such designation by TRC.  As used in
this Code, the term "Principal Executive Officer" or "Financial and Accounting
Officer" means TRC's Chief Executive Officer, Chief Operating Officer and Chief

Financial Officer.

     Principles and Practices.  In performing their duties, each Principal
Executive Officer or Financial and Accounting Officer must:

     (1)  maintain high standards of honest and ethical conduct and avoid
any actual or apparent conflict of interest as defined in the TRC Code of
Conduct;

     (2)  promote full, fair, timely and accurate disclosure in all reports
and other documents that TRC files with, or furnishes or submits, to the U.S.
Securities and Exchange Commission, and national securities exchanges as well
as other public communications and reports made by TRC;

     (3)  promptly bring to the attention of his respective immediate
supervisor and the Chairman of the Audit Committee any material information of
which he may become aware that affects the disclosures made by TRC in its
public filings, if such information is not already being adequately disclosed
in public filings being prepared for TRC;

     (4)  report to his respective immediate supervisor and the Chairman of the
Audit Committee any conflict of interest that may arise and any material
transaction or relationship that reasonably could be expected to give rise to
any violation of this Code of Ethics;

     (5)  comply with and take all reasonable actions to cause others to comply
with applicable governmental laws, rules and regulations;

     (6)  report all violations of this Code of Ethics by a Principal Executive
Officer or Financial and Accounting Officer to his respective immediate
supervisor and the Chairman of the Audit Committee,

     (7)  promptly bring to the attention of the Chairman of the Audit
Committee any evidence he may have concerning any (a) unethical behavior or
dishonest or illegal acts in violation of the TRC Code of Conduct involving any
management or other employee who has a significant role in TRC's financial
reporting, disclosures or internal controls or (b) fraud, whether or not
material, that involves management or other employees who have a significant
role in TRC's financial reporting, disclosures or internal controls;

     (8)  take all reasonable measures to protect the confidentiality of non-
public information about TRC or its subsidiaries and their customers obtained
or created in connection with their activities on behalf of TRC and to prevent
the unauthorized disclosure of such information unless required by applicable
law or regulation or legal or regulatory process; and

     (9)  promptly report any possible violation of this Code of Ethics to his
respective immediate supervisor and the Chairman of the Audit Committee.

      Accountability.  The Principal Executives, Financial and Accounting
Officers will be held accountable for their adherence to this Code of Ethics.
Failure to observe the terms of this Code of Ethics may result in disciplinary
action, including termination of employment.  Violations of this Code of Ethics
may also constitute violations of law and may result in civil and criminal
penalties for the Principal Executive, Financial or Accounting Officer, their
supervisor and/or TRC.

     Waiver.  Any request for a waiver of any provision of this Code of Ethics
must be in writing and addressed to the TRC Audit Committee.  Any waiver of
this Code of Ethics will be disclosed promptly on Form 8-K or any other means
approved by the U.S. Securities and Exchange Commission.

     Compliance.  The TRC Board of Directors shall determine, or designate
appropriate persons to determine, appropriate actions to be taken in the event
of violations of this Code of Ethics or TRC Code of Conduct by any Principal
Executive, Financial or Accounting Officer.  Such action shall be reasonably
designed to deter wrongdoing and to promote accountability for adherence to the
TRC Code of Conduct and to this Code of Ethics.  Should any Principal
Executive, Financial or Accounting Officer choose to report a possible
violation of this Code of Ethics or the TRC Code of Conduct, he  may choose to
remain anonymous by filing a report in accordance with the procedures
established in the TRC Code of Conduct.

Personal Commitment to the TRC Code of Ethics for Principal Executives,
Financial and Accounting Officers:

     I acknowledge that I have received and read the TRC Code of Ethics for
Principal Executives, Financial and Accounting Officers, dated May 3, 2004 and
understand my obligations as an employee to comply with the Code of Ethics.

     I understand that my agreement to comply with the Code of Ethics does not
constitute a contract of employment.

Signed copies are on file located at the Company's Corporate Headquarters.

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