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                                                                    Exhibit 14.1


                               AVANEX CORPORATION

                               CODE OF ETHICS FOR

                PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

      I.    INTRODUCTION AND PURPOSE

      This Code of Ethics for Principal Executive and Senior Financial Officers,
or the Code, helps maintain the Company's standards of business conduct and
ensures compliance with legal requirements, specifically Section 406 of the
Sarbanes-Oxley Act of 2002 and SEC rules promulgated thereunder.

      The purpose of the Code is to deter wrongdoing and promote ethical
conduct. The matters covered in this Code are of the utmost importance to the
Company, our stockholders and our business partners, and are essential to our
ability to conduct our business in accordance with our stated values.

      Nothing in this Code, in any company policies or procedures, or in other
related communications (verbal or written) creates or implies an employment
contract or term of employment.

      II.   APPLICATION

      The Code is applicable to the following persons, referred to as the
Officers:

            -     our principal executive officer;

            -     our principal financial officer;

            -     our principal accounting officer or controller; and

            -     persons performing similar functions.

      III.  CODE OF ETHICS

      It is the policy of the Company that each Officer:

            -     act honestly and ethically;

            -     ethically address actual or apparent conflicts of interest
                  between personal and professional relationships;

            -     disclose to the Company's Vice President of Corporate
                  Governance any material transaction or relationship that
                  reasonably could be expected to give rise to a conflict of
                  interest;
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            -     obtain prior approval from the Audit Committee of the Board of
                  Directors before entering into any material transaction or
                  relationship involving any actual or potential conflict of
                  interest;

            -     provide full, fair, accurate, timely, and understandable
                  disclosure in the Company's public communications, including
                  reports and documents that the Company files with, or submits
                  to, the SEC;

            -     comply with applicable governmental laws, rules and
                  regulations; and

            -     report promptly any conduct that the Officer believes to be a
                  violation of the Code to the Company's Vice President of
                  Corporate Governance. It is against the Company's policy to
                  retaliate in any way against an Officer for good faith
                  reporting of violations of this Code.

      IV.   ACCOUNTABILITY

      Actual violations of this Code, including failures to report violations by
others, can lead to disciplinary action at the Company's discretion, up to and
including termination.

      V.    WAIVER AND AMENDMENT

      We are committed to continuously reviewing and updating our policies and
procedures. Therefore, this Code is subject to modification. Any amendment or
waiver of any provision of this Code must be approved in writing by the
Company's Board of Directors and promptly disclosed pursuant to applicable laws
and regulations.


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      VI.   ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
            AND SENIOR FINANCIAL OFFICERS

      I have received and read the Company's Code of Ethics for Principal
Executive and Senior Financial Officers, or the Code. I understand the standards
and policies contained in the Code and understand that there may be additional
policies or laws applicable to my job. I agree to comply with the Code.

      If I have questions concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements applicable to my job,
I know that I can consult with the Vice President of Corporate Governance,
knowing that my questions or reports will be maintained in confidence.


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Officer Name

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Signature

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Date

Please sign and return this form to the Vice President of Corporate Governance.


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