**Exhibit
      99.6**












***Corus
      Entertainment Inc.***





***Code
      of Business Conduct***
























Corus Entertainment logo










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**CODE
        OF
        BUSINESS CONDUCT**
   **TO
        WHOM DOES THE CODE APPLY?**
 
  The
        Code of Business Conduct (the “Code”) applies to all employees and members for
        the Board of Directors of Corus Entertainment Inc. or our subsidiary companies
        (referred to collectively in this Code as “Corus” or the
“Company”).  For purposes of rules promulgated under section 406 of
        the Sarbanes Oxley Act of 2002, portions of this code shall comprise the
        Company’s “code of ethics” for senior executives and financial
        officers.
  Each
        employee and member of the Board of Corus is expected to read and comply
        with
        the entire Code of Business Conduct.  If you have any questions
        concerning the Code, please contact the Vice-President and General Counsel
        or
        the Vice-President of Human Resources.  Failure to abide by this Code
        will lead to disciplinary measures appropriate to the violation, up to and
        including dismissal. Employees and directors who become aware of a
        breach of this policy (including any illegal activity) must immediately report
        that breach to his or her immediate supervisor (or if reporting to the
        supervisor is inappropriate or does not provide sufficient confidentiality,
        the
        breach shall be reported to Corus' General Counsel).  Employees and
        directors who report such breaches in good faith will not suffer any retaliation
        by Corus or its employees as a result of such
        reporting**.**
 
  Corus
        employees also have access to*AlertLine®* as an alternative to reporting
        internally. This service is for employees who wish to make a report
        confidentially and anonymously to an independent third party. While not a
        regulatory requirement, we are also taking the initiative to implement
*AlertLine®*as an alternative to reporting internally within Corus. It
        is operated by GCS, formerly Pinkerton Compliance Services, which has more
        than
        20 years of experience in this field. *AlertLine®*can be accessed 24/7
        at 1-800-750-4972.
 
  **WHY
        DO WE HAVE A CODE OF BUSINESS CONDUCT?**
   At
        Corus, we are committed to fair dealing, honesty and integrity in all aspects
        of
        our business conduct.  We take this responsibility to our employees,
        shareholders, customers and other stakeholders very seriously.  The
        Code is vital to implement these responsibilities in the workplace and in
        dealings with the public and our stakeholders.  It also aims to
        demonstrate to our stakeholders and the public the Company’s commitment to
        conduct itself ethically.
 
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  **CODE
        OF BUSINESS CONDUCT**
 
  **COMPLIANCE
        WITH LEGAL AND ETHICAL STANDARDS**
 
  Corus
        employees and directors will act ethically with high standards of integrity
        and
        abide by the principles of lawful conduct in all their business
        dealings.  No one in the Company is permitted to commit or condone any
        illegal or unethical act, or to instruct other employees to do
        so.  Any doubt as to the legality or appropriateness of any course of
        action should be discussed with your immediate supervisor or Corus’ General
        Counsel as necessary.
 
  **OUR
        RESPONSIBILITY TO FELLOW EMPLOYEES**
 
  Employees
        must be treated with dignity, respect and fairness at all
        times.  Corus is committed to high standards of ethics in all
        relations with and among its employees.
 
  Corus
        is committed to fairness in the workplace and recognizes that a diverse
        workforce allows us to serve our stakeholders most
        effectively.  Unlawful discrimination, harassment or violence in the
        workplace will not be tolerated.
 
  Specifically,
        Corus will not tolerate discrimination or harassment prohibited by applicable
        legislation including sex, sexual orientation, race, ancestry, nationality,
        place of origin, colour, ethnic origin, citizenship, creed, religious beliefs,
        age, record of offences (pardoned criminal conviction), marital status, family
        status, same-sex partnership status and physical or mental
        disability.
 
  In
        addition to all forms of harassment prohibited by legislation, Corus will
        not
        tolerate any form of personal harassment (such as threatening behaviour,
        bullying, taunting or ostracizing co-workers etc.) which may occur as a result
        of an employee’s position in the Company or because of an association with a
        group outside the Company, or perhaps because someone simply dislikes the
        individual.  Personal harassment may also arise out of someone abusing
        their position of authority or power.
  Corus
        is committed to keeping its workplaces free from hazards. We are all responsible
        to follow government approved health and safety guidelines for maintaining
        a
        safe workplace and to immediately report any accident, injury, unsafe practice
        and condition to your immediate supervisor.
 
  **EMPLOYMENT
        PRACTICES**
 
  The
        Company is committed to ensuring that equal opportunity exists for all employees
        in all aspects of employment.  Merit will be the principle on which
        all employment and promotion opportunities will be based.
 
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  **JOB
        PERFORMANCE AND GENERAL CONDUCT**
 
  Employees
        will carry out their job responsibilities to the best of their
        ability.  This includes among other things: accepting supervisory
        direction, promotion, teamwork and maintaining the required quality and quantity
        of work.
 
  Employees
        will conduct themselves in a professional manner when dealing with staff
        members, customers and the public at large.
 
  **ATTENDANCE**
 
  The
        company is committed to promoting and maintaining high standards of attendance
        and employees are expected to be at work on time each scheduled
        day.  When illness or emergencies necessitate absence or lateness,
        employees are expected to notify their supervisor in advance of their regular
        hours of work.
 
  **DRUGS
        AND ALCOHOL**
 
  The
        use, possession, distribution, offering or sale of illicit drugs, illicit
        paraphernalia or non-prescribed drugs for which a prescription is legally
        required, while on Company business or on company premises (including Company
        vehicles) is forbidden.
 
  The
        use, distribution, offering or sale of alcoholic beverages on the Company’s
        premises (including Company vehicles) is prohibited.  Senior
        management approval is required if alcoholic beverages are to be served at
        a
        Company-sponsored function.
 
  **INTELLECTUAL
        PROPERTY ASSIGNMENT**
  
 Employees
        of Corus agree to keep confidential and not to disclose to others, confidential
        information including any inventions, drawings, algorithms, computer codes
        in
        both source code and object code, customer information, customer lists, data
        of
        Corus and trade secrets related to the business of Corus or a related entity
        (“Inventions”).
 All
        such Inventions so produced by employees shall be owned by Corus and employees
        waive their rights in any copyright to such work and warrant that such work
        is
        original and shall not contain any virus or other harmful code.
 Employees
        agree to sign all documents to enable Corus to secure patent, trademark,
        copyright, industrial design or other intellectual property rights in the
        Inventions and to transfer legal title therein.
 
  **APPROPRIATION
        OF COMPANY ASSETS**
 
  Employees
        and directors have a responsibility to protect the Corus assets entrusted
        to
        them from loss, damage, misuse or theft.  Corus assets such as funds,
        products, electronic devices and services, including, but not limited to,
        computers, computer-related equipment, products and services, may only be
        used
        for Company business purposes and other purposes approved by
 
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  management.  The
        Company’s name, property (including intellectual) and goodwill must not be used
        for personal advantage.  An employee or director who learns of an
        opportunity available to Corus may not take advantage of that opportunity
        for
        his or her personal benefit**.**
 
  **PROPER
        MAINTENANCE OF RECORDS**
 
  Corus
        requires honest and accurate recording and reporting of information in order
        to
        make informed and responsible business decisions.  Corus’ books and
        records should accurately reflect all business
        transactions.  Undisclosed or unrecorded revenues, expenses, assets or
        liabilities are prohibited.
 
  For
        example, if you are responsible for accounting or record-keeping, you must
        be
        diligent in enforcing proper accounting and Company established
        practices.  You may not alter, conceal or falsify any document or
        record.  Each Corus business unit will adopt an approved record
        retention policy consistent with Corus’ documented business policies and
        applicable legal and regulatory requirements.
 
  **INFORMATION
        DISCLOSURE**
 
  Employees
        are required to protect Corus’ confidential and proprietary information from
        unauthorized disclosure and use.  This applies to information about
        customers and fellow employees as well as confidential and proprietary
        information about the Company’s own affairs.  Proprietary information
        includes any information that is not generally known to the public and is
        helpful to Corus, or would be helpful to competitors.  Employees may
        not use confidential information or trade secrets gained by virtue of their
        employment with Corus for personal gain or for any purpose other than specific
        job related duties.
 
  Employees
        will safeguard all proprietary information by marking it accordingly, keeping
        it
        secure, and limiting access to those who have a need to know such information
        in
        order to do their jobs.
 
  When
        an
        employee leaves Corus for any reason, confidential and proprietary information
        remains with and is the exclusive property of the Company and is not to be
        used
        nor disclosed in any way by the departing employee following the termination
        of
        his or her employment with the Company.
 
  **IMPROPER
        INFLUENCE ON THE CONDUCT OF AUDITS**
 
  Employees
        are prohibited from coercing, manipulating, misleading or fraudulently
        influencing the Corus internal or outside auditors when the employee knows
        or
        should know that his/her action, if successful, could result in rendering
        the
        Corus financial statements misleading in any way.
 
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  **INSIDER
        TRADING**
 
  Unauthorized
        disclosure of internal information relating to Corus Entertainment could
        cause
        competitive harm to Corus and in some cases could result in liability under
        insider trading legislation for both Corus and the person disclosing the
        information.  It is the duty of all persons to whom this statement
        applies to maintain the confidentiality of information belonging to or relating
        to Corus Entertainment. Employees should not disclose internal information
        about
        Corus to others outside of the company, except as required in the performance
        of
        regular duties for the company.
 
 Only
        specifically designated representatives of Corus Entertainment may make
        communications on behalf of Corus with the media, securities analysts and
        other
        investors. If you receive any inquiry relating to Corus Entertainment from
        the
        media, a securities analyst or an investor, unless you have been expressly
        authorized to make such communication, you should refer the inquiry to Corus’
Chief Financial Officer.
 
 *The
        Securities Act (Ontario)* provides that it is an offence for directors,
        employees and stock option plan participants of Corus Entertainment or anyone
        who has received a “tip” from such persons to purchase or sell securities of
        Corus Entertainment with the knowledge of a “material fact” or “material change”
with respect to Corus Entertainment that has not been made public by Corus
        Entertainment.
 
 The
        terms “material fact” and “material change” refer to a fact or change relating
        to Corus Entertainment that significantly affects or would reasonably be
        expected to have a significant effect on the market price of Corus
        Entertainment’s shares.
 
 You
        should assume that information is material if an investor might consider
        the
        information to be important in deciding whether to buy, sell or hold shares
        of
        Corus Entertainment. Examples of matters which may be material are:
 •
              earnings
                  forecasts
 •
              possible
                  acquisitions or joint ventures
 •
              signing
                  or loss of a significant contract
 •
              major
                  litigation developments
 •
              significant
                  financing developments
 •
              major
                  personnel changes
 •
              important
                  sales developments
 
 A
        “material fact” or a “material change” is often difficult to determine. When in
        doubt, please discuss the matter with the Chief Financial Officer prior to
        trading.
 
 Corus
        Entertainment’s share trading rule is to wait one full business day after a
“material fact” or “material change” announcement (press release) has been made
        by Corus Entertainment, to allow the details of an announcement to become
        generally disclosed to the public.  Accordingly, if you are aware of
        any material information relating to Corus Entertainment which has not been
        made
        available to the public, you must not trade in Corus Entertainment’s shares
        (either buy or sell) or disclose such information to another person who is
        likely to trade in Corus Entertainment’s shares until the material information
        is publicly announced and one business day
        has    passed.  Thus, one may not attempt to “beat
        the market” by trading simultaneously with, or shortly after, the official
        release of material information.
 
 Financial
        information is particularly sensitive to insider trading
        rules.  Therefore, Corus has special rules in place with respect to
        trading of securities prior to public release of financial
        information.
 
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  Any
        director, employee or stock option plan participant of Corus Entertainment
        who
        becomes aware of the details of any quarterly or annual financial reports
        of
        Corus Entertainment, prior to their release to the public, shall not trade
        in
        shares of Corus Entertainment during the time periods set forth
        below:
 
 **(a)**
              **For
                  quarterly financial reports** - on or after the fifteenth (15th)
                  day after the quarter end, until one (1) business day after the
                  financial
                  results of that quarter are released to the press or released generally
                  to
                  shareholders, whichever is earlier;
                  or
 **(b)**
              **For
                  annual financial reports** - on or after the fifteenth (15th) day,
                  until one (1) business day after the financial results of that
                  year are
                  released to the press or released generally to shareholders, whichever
                  is
                  earlier.
  **CONFLICTS
        OF INTEREST**
  All
        business decisions and actions must be based on the best interest of Corus,
        and
        must not be motivated by personal considerations or
        relationships.  There is an infinite list of potential conflicts that
        could arise over the course of employment.  The general rule is that
        employees and directors must avoid any activity that compromises, or could
        reasonably be seen to compromise, their judgment, causes them to show undue
        favouritism to any party or causes them to receive a benefit of some
        kind.  When in doubt it is best to disclose a potential conflict of
        interest.  General guidelines for a better understanding of the most
        common examples of situations that may cause a conflict of interest are listed
        below.
 
  **OUTSIDE
        BUSINESS
        ACTIVITIES**
 
  Corus
        employees are encouraged to participate in outside voluntary or community
        activities.  Employees other than senior officers, are not prohibited
        from accepting part-time employment outside of Corus.  However,
        neither the activity nor the part-time position must interfere with the
        employee’s responsibilities to Corus or the employee’s commitment, attention or
        business judgment required in performing those responsibilities.
 
  **GIFTS
        OR FAVOURS**
 
  Accepting
        gifts or favours, other than of nominal value ($500 or less), from customers
        or
        suppliers or prospective customers or suppliers, is a conflict of
        interest.    Additionally, frequent gifts from one source of
        any value should not be accepted.  Employees may not engage in conduct
        that could be interpreted as directly or indirectly seeking, receiving or
        providing a bribe or kickback.
 
  A
        conflict of interest may also arise in the giving of gifts or
        favours.  Corus gifts must be legal and reasonable.  Corus
        will not provide any gift if it is prohibited by law or by the policy of
        the
        recipient’s organization.
 
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  **INVESTMENTS**
 
  Corus
        employees may not allow their personal investments to influence, or appear
        to
        influence, their independent judgment on behalf of Corus.
 
  Specifically,
        without limiting the generality for the foregoing, an employee must disclose
        the
        following investments to senior management:
 
  •
              an
                  employee owns a business in whole or part that is entering into
                  a business
                  transaction with Corus; or
 •
              an
                  employee purchases, sells or holds interests in supplier companies
                  and
                  their subsidiaries or direct affiliates where the Company’s relations with
                  such suppliers could be considered to have a material impact;
                  or
 •
              an
                  employee has a financial interest in, or is performing services
                  for, a
                  competitor.
 
  **CONTRA
        AGREEMENTS FOR PERSONAL
        USE**
   Corus
        employees may not enter into contra agreements that result in a personal
        benefit.  Any legitimate contra agreement is subject to approval as
        outlined in the Contra Policy available on the Corus intranet site.
 
  **BUSINESS
        COMMUNICATIONS**
 
  The
        Company’s electronic devices and services, including, but not limited to,
        computers, computer-related equipment, products or services are the Company’s
        property and should be used primarily for business
        purposes.  Incidental appropriate personal use is permitted provided
        it does not interfere with the normal course of business.
 
  The
        Company’s electronic devices, specifically computers, should not be used to
        download any third party or employee confidential information for any purposes
        other than business related purposes.  Computers should not be used to
        download any offensive or pornographic materials from the
        Internet.  All downloadable material should be for business purposes
        and should comply with the Company’s harassment policy, which is available on
        the Corus Entertainment intranet site.  Corus computers should also
        not be used to download copyrighted material from the Internet including
        music
        and software.
 
  Corus
        has the right to discipline an employee  if, while  employed
        at Corus, the employee engages in conduct, on the part of the employee of
        a
        nature, which in the opinion of Corus, would be sufficient or likely to bring
        Corus or employee into disrepute.  For example, posting disparaging
        remarks about Corus on websites, blogs and/or chartrooms, identifying oneself
        as
        a Corus employee while appearing on a distasteful website, as determined
        by
        Corus in its sole discretion etc.
 
  The
        Company owns all information contained on the Company’s computer
        networks.    Therefore any information an employee or
        director transmits on these services should not be considered private and
        confidential.
 
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  **OUR
        RESPONSIBILITIES TO THE COMMUNITY AND THE ENVIRONMENT**
 
  Corus
        is committed to supporting various local programs and initiatives and fostering
        growth within the Canadian broadcasting and entertainment fields through
        strategic partnerships and innovative business ventures.
 
  The
        Company is committed to the conservation of resources in our business
        operations.  All employees should use their reasonable efforts
        possible to make efficient use of all resources and to reduce, re-use and
        recycle supplies and materials wherever and whenever possible.
 
  The
        health and well-being of all employees is a responsibility of everyone who
        works
        at Corus.  Any circumstance relating to Corus’ operations or
        activities which pose a real or potential health or safety risk must be reported
        promptly to your supervisor or to the Vice-President of Human
        Resources.
 
  **COMMUNICATING
        WITH EXTERNAL RESOURCES**
 
  Corus
        aims to achieve complete, accurate, fair, understandable and timely
        communications with all of its stakeholders and the public, including filings
        with securities and regulatory authorities.  In order to protect
        yourself and the Company, requests for information should be handled in the
        following manner:
 
  **financial
        information requests** - directed to the Chief Financial
        Officer
  **media
        requests** - directed to the Vice-President, Communications
  **requests
        from government agencies and regulators** - directed to the
        Vice-President and General Counsel
  **employee
        information or human resources requests** - directed to the
        Vice-President of Human Resources
 
  The
        legal department should be consulted before handling any non-routine requests
        for information.  All information provided must be truthful and
        accurate.
 
  Corus
        and its employees are committed to honest and ethical communications and
        dealings with officials at all levels of government.
 
  **OUR
        RESPONSIBILITY WITH RESPECT TO PRIVACY**
 
  Corus
        is committed to controlling the collection, use and disclosure of personal
        information.
 
  As
        a
        member of the Canadian Association of Broadcasters (CAB) and in accordance
        with
        the standards set out in the Personal Information Protection and Electronic
        Documents Act (Canada)
 
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  (the
        “Privacy Act”), Corus developed a Privacy Policy outlining our commitment to
        maintaining the accuracy, confidentiality, security and privacy of third
        parties
        and employee personal information.
 
  **REPORTING
        CONCERNS**
 
  Taking
        action to prevent problems is part of the Corus culture.  If you
        become aware of an existing or possible violation of the Code, you should
        promptly notify the appropriate person.
 
  Your
        concerns can be expressed on a confidential or anonymous basis to either
        the
        Vice-President and General Counsel; the Vice-President of Human Resources
        or on
        matters relating to accounting or auditing related issues to the Chairperson
        of
        the Audit Committee.
 
  The
        concern should be submitted in a sealed envelope addressed to the appropriate
        individual.  The envelope should be marked “Confidential Internal
        Corus Concern”.
 
  You
        can
        also use the *AlertLine®* process as noted above.
 
  Retaliation
        against any employee who honestly reports a concern to Corus about existing
        or
        possible violation of the Code will not be tolerated.  It is
        unacceptable to file a report knowing it is false.
 
  A
        copy
        of this policy can be obtained through the Vice-President and General Counsel
        or
        the Vice-President of Human Resources or by visiting our website at
        www.corusent.com.
 
  **BOARD
        OVERSIGHT**
 
  Corus'
        Board of Directors monitors compliance with the code. Waivers, if any, can
        only
        be granted by the Board.




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