EXHIBIT 14.1

                                      IXIA

                               CODE OF ETHICS FOR
                           CHIEF EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS

   (As adopted by the Board of Directors of the Company on February 18, 2004)

      Ixia, a California corporation (the "Company"), and its affiliated
entities are committed to making full, accurate and timely financial disclosure
in compliance with applicable laws, rules and regulations and to maintaining
their books and records in accordance with applicable accounting policies, laws,
rules and regulations. This Code of Ethics for Chief Executive and Senior
Financial Officers, applicable to the Company's Chief Executive Officer, Chief
Financial Officer, Controller, Manager of Planning and Reporting and such other
persons as may be designated in writing by the Audit Committee of the Company's
Board of Directors (collectively, the "Senior Financial Officers"), sets forth
specific policies to guide the Company's Senior Financial Officers in the
performance of their duties. As Senior Financial Officers, you perform a task
that is critical to the Company. This Code is designed to assist you in that
task.

      This Code of Ethics sets forth the fundamental principles and key policies
and procedures that govern the conduct of all of us in the Company's business.
You are bound by the requirements and standards set forth in this Code of Ethics
and in other applicable policies and procedures of the Company.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      The Company is committed to conducting its business in accordance with all
applicable laws, rules and regulations and in accordance with the highest
standards of business ethics. As a Senior Financial Officer, you are obligated
to comply with applicable laws, rules and regulations. As a Senior Financial
Officer, you also have leadership responsibilities that include creating a
culture of high ethical standards and commitment to compliance; maintaining a
work environment that encourages employees to raise concerns; and promptly
addressing employee compliance concerns.

CONFLICTS OF INTEREST

      In order to maintain the highest degree of integrity in the conduct of the
Company's business and your independent judgment, you must avoid any activity or
personal interest that creates or appears to create a conflict between your
interests and the interests of the Company. A conflict of interest occurs when
your private interests interfere in any way, or even appear to interfere, with
the interests of the Company as a whole. You should conduct the Company's
business in an honest and ethical manner and never act in a manner that could
cause you to lose your independence and objectivity.

      Although we cannot list every conceivable conflict of interest, following
are some common examples that illustrate actual or apparent conflicts of
interest that should be avoided:

      IMPROPER PERSONAL BENEFITS FROM THE COMPANY

      Conflicts of interest arise when an officer or a member of his or her
family receives improper personal benefits as a result of his or her position in
the Company. You may not accept any benefits from the Company that have not been
duly authorized and approved pursuant to Company policy and procedure, including
any Company loans or guarantees of your personal obligations.



      FINANCIAL INTERESTS IN OTHER BUSINESSES

      Neither you nor your immediate family members may have an ownership
interest in any other enterprise if that interest compromises or appears to
compromise your loyalty to the Company. For example, you may not own an interest
in a company that competes with the Company. You may not own an interest in a
company that does business with the Company (such as a Company customer or
supplier) unless you obtain the written approval of the Audit Committee of the
Board of Directors before making any such investment. It is not, however,
typically considered a conflict of interest (and therefore prior written
approval of the Audit Committee of the Board of Directors is not required) to
(i) make investments with a total value of no more than five percent (5%) of
your annual compensation in competitors, customers or suppliers that are listed
on a national or international securities exchange, or (ii) make investments
through any registered mutual fund or through a trust over which you do not
exercise investment authority.

      BUSINESS ARRANGEMENTS WITH THE COMPANY AND CORPORATE OPPORTUNITIES

      Without the prior written approval of the Audit Committee of the Board of
Directors, you may not participate in a joint venture, partnership or other
business arrangement with the Company. If you learn of a business or investment
opportunity through the use of Company property or information or as a result of
your position with the Company, such as from a competitor or actual or potential
customer, supplier or business associate of the Company (including a principal,
officer, director or employee of any of the foregoing), then you may not
participate in the business or make the investment and must instead inform the
Chief Executive Officer (or, with respect to the Chief Executive Officer, inform
the Audit Committee of the Board of Directors). Such an opportunity is an
investment opportunity for the Company, not for you individually.

      OUTSIDE EMPLOYMENT OR ACTIVITIES WITH A COMPETITOR

      Simultaneous employment with or serving as a director of a competitor of
the Company is strictly prohibited, as is any activity that is intended to or
that you should reasonably expect to advance a competitor's interests. You may
not market products or services in competition with the Company's current or
potential business activities. It is your responsibility to consult with the
Chief Executive Officer (or, with respect to the Chief Executive Officer, to
consult with the Audit Committee of the Board of Directors) to determine whether
a planned activity will compete with any of the Company's business activities
before you pursue the activity in question.

      OUTSIDE EMPLOYMENT WITH A CUSTOMER OR SUPPLIER

      Without the prior written approval of the Audit Committee of the Board of
Directors, you may not be a customer of the Company or be employed by, serve as
a director of or represent a customer of the Company. Similarly, without the
prior written approval of the Audit Committee, you may not be a supplier to the
Company or be employed by, serve as a director of or represent a supplier to the
Company. You also may not accept money or benefits of any kind from a third
party as compensation or payment for any advice or services that you may provide
to a customer, supplier or anyone else in connection with its business with the
Company.

      CHARITABLE, GOVERNMENT AND OTHER OUTSIDE ACTIVITIES

      The Company encourages all employees to participate in projects and causes
that further the welfare of our local communities. You must, however, obtain the
prior written approval of the Audit Committee of the Board of Directors before
serving as a director or trustee of any charitable, not-for-profit, for-profit
or other entity. Similarly,



you must obtain the prior written approval of the Audit Committee of the Board
of Directors before running for election or seeking appointment to any
government-related position.

      FAMILY MEMBERS WORKING IN THE INDUSTRY

      If your spouse or significant other, your children, parents or in-laws, or
someone else with whom you have a familial relationship, is a competitor,
supplier or customer of the Company or is employed by one, you must disclose the
situation to the Audit Committee of the Board of Directors so that the Company
may assess the nature and extent of any concern and how it can be resolved. You
must carefully guard against inadvertently disclosing the Company's confidential
information and being involved in decisions on behalf of the Company that
involve the other company.

      USE OF THE COMPANY'S TIME AND ASSETS

      Except as specifically authorized by the Company, Company assets,
including the Company's time, equipment, materials, resources and proprietary
information, must be used for legitimate business purposes only. Incidental and
occasional personal use of the Company's electronic mail and telephone systems
is permitted. However, you should be aware that even personal messages on the
Company's computer and telephone systems are Company property and you should
therefore have no expectation of personal privacy in connection with your use of
these resources.

DISCLOSURES IN PERIODIC REPORTS

      As a public company, the Company is required to file various periodic
reports with the Securities and Exchange Commission. It is the Company's policy
to make full, fair, accurate, timely and understandable disclosure in compliance
with all applicable laws and regulations in all required periodic reports.

COMPLIANCE WITH THE CODE OF ETHICS

      If you have questions about this Code of Ethics, you should seek guidance
from the Chief Executive Officer of the Company or the Chairman of the Audit
Committee of the Board of Directors. If you know of or suspect a violation of
applicable laws or regulations or this Code of Ethics, you must immediately
report that information to the Chief Executive Officer of the Company (or, with
respect to the Chief Executive Officer, to the Audit Committee of the Board of
Directors). No one will be subject to retaliation because of a good faith report
of suspected misconduct.

WAIVERS OF THE CODE

      The Company will waive application of the policies set forth in this Code
of Ethics only when circumstances warrant granting a waiver and then only in
conjunction with any appropriate monitoring of the particular situation. Changes
in and waivers of this Code of Ethics may be made only by the Board of Directors
or the Audit Committee of the Board of Directors and will be disclosed as
required under applicable laws and regulations.

NO RIGHTS CREATED

      This Code of Ethics is a statement of the fundamental principles and key
policies and procedures that govern the Company's Senior Financial Officers in
the conduct of the Company's business. It is not intended to and does not
constitute an employment contract or assurance of continued employment and does
not create any rights in any Company employee, customer, supplier, competitor,
shareholder or any other person or entity.



                               ACKNOWLEDGMENT FORM

I have received and read the Code of Ethics for Chief Executive and Senior
Financial Officers, and I understand its contents. I agree to comply fully with
the standards, policies and procedures contained in the Code of Ethics and the
Company's related policies and procedures. I understand that I have an
obligation to report to the Chief Executive Officer (or, with respect to the
Chief Executive Officer, the Chairman of the Audit Committee of the Board of
Directors) any suspected violations of the Code of Ethics that I am aware of. I
further certify that, except as fully disclosed in accordance with the terms of
this Code of Ethics, I have not engaged in any transactions or activities that
would constitute an actual or apparent conflict with the interests of the
Company. I further certify that I am in full compliance with the Code of Ethics
and any related policies and procedures.

                                          _____________________________________
                                          Printed Name

                                          _____________________________________
                                          Signature

                                          _____________________________________
                                          Date