EXHIBIT 14.1


                         DIGITAL FUSION, INC.
                          CODE OF ETHICS FOR
              PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS

                   ADOPTED BY THE BOARD OF DIRECTORS
                          ON JANUARY 27, 2003
                       AMENDED ON APRIL 12, 2004


    This Code of Ethics has been adopted by the Board of Directors and
it is the policy of Digital Fusion, Inc. (the "Company") that the
Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or others performing
similar functions (the "Principal Officers") adhere to and advocate
the following principles governing their conduct in the fulfillment of
their responsibilities with the Company.

1.       HONEST AND ETHICAL CONDUCT

    The Principal Officers must conduct themselves honestly and
ethically, and must strive to avoid the appearance of improper
behavior in the conduct of their duties. This code does not cover
every issue that may arise, but sets out basic principles.

    CONFLICT OF INTEREST. A Principal Officer must make business
decisions based on the best interest of the Company and must not allow
his or her personal interest to influence such decisions. Principal
Officers, or members of their family, may not accept gifts, favors or
money that may reasonably influence their decisions or performance.
Principal Officers must avoid even the appearance of dishonest or
unethical behavior in the conduct of their duties. Principal Officers
should proactively promote the honest and ethical behavior among
subordinates and peers. It is almost always a conflict of interest for
a Principal Officer to work simultaneously with a competitor, customer
or supplier of the Company. Principal Officers are not allowed to work
for a competitor or as a consultant for board members. The best policy
is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on the Company's behalf.
Conflicts of interest may not always be clear-cut, and when in doubt,
the Company's General Counsel should be consulted. Any Principal
Officer who becomes aware of a conflict or potential conflict should
bring it to the attention of the Company's General Counsel.

    CORPORATE OPPORTUNITIES. Principal Officers are prohibited from
taking personal opportunities that are discovered through the use of
corporate property, information or position without the consent of the
Board of Directors. Principal Officers may not use corporate property,
information, or position for improper personal gain, and may not
compete with the Company directly or indirectly.

    INSIDER TRADING. All non-public information about the Company
should be considered confidential information. To use non-public
information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is
not only unethical but also illegal. Principal Officers must also
comply with the Company's Insider Trading Policy. The Company's
General Counsel should be consulted if there are any questions.

    CONFIDENTIALITY. Principal Officers must take reasonable measures
to maintain the confidentiality of confidential information entrusted
to them by the Company or its customers or suppliers, except when
disclosure is authorized or required by laws or regulations.
Confidential information includes all non-public information that
might be of use to competitors, or harmful to the Company or its
customers or suppliers, if disclosed. The obligation to preserve
confidential information continues even after employment ends.

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    PROTECTION AND PROPER USE OF COMPANY ASSETS. Principal Officers
should protect the Company's assets and ensure their efficient use.
All Company assets should be used for legitimate business purposes.

2.       DISCLOSURE IN REPORTS

    Each Principal Officer must assist in the Company's efforts to
provide full, fair, accurate, timely, and understandable disclosure in
the periodic reports (collectively, the "Periodic Reports") and other
documents that the Company files with, or submits to, the Securities
and Exchange Commission and in other public communications made by the
Company. Principal Officers shall endeavor in good faith to assist the
Company in such efforts, including by striving to:

    |X| Disclose to the Audit Committee of the Board of Directors any
        significant deficiencies in the design or operation of the
        Corporation's internal controls impacting the collection and
        reporting of financial data and any fraud involving management
        or other employees who play a significant role in the
        Corporation's internal controls.

    |X| Record and report information in an honest and accurate
        manner. Principal Officers must endeavor to ensure that the
        books, records, accounts and financial statements of the
        Company are recorded and kept in reasonable detail, in a
        manner that appropriately reflects the Company's transactions
        and that conforms to applicable legal requirements and the
        Company's system of internal controls. Unrecorded or "off the
        books" funds or assets are not to be maintained by the Company
        unless permitted by applicable law or regulation.

    |X| Cooperate with the Company's independent auditors when asked
        to do so and refrain from taking any action to improperly
        influence, coerce, manipulate or mislead the Company's
        independent auditors for |X| the purpose of rendering the
        Company's financial statements misleading.

    |X| Help develop and maintain and observe the Company's disclosure
        controls and procedures in order to facilitate accurate and
        timely filings of Periodic Reports.

    |X| Principal Officers should proactively promote appropriate
        disclosure among subordinates and peers.

3.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

    Each Principal Officer must comply with the laws, rules and
regulations (collectively, the "Rules") of the cities, states and
countries and private and public regulatory agencies that are
applicable to his or her conduct as a Principal Officer of the
Company, which includes but is not limited to the preparation of
Periodic Reports. The Principal Officers are not expected to know
every detail of these Rules, but they are expected to know enough to
determine when to seek advice from the Company's independent auditor,
internal legal staff or outside legal counsel. A Principal Officer
must comply with all stated policies of the Company applicable to him
or her.

4.       REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR

    The Principal Officers are encouraged to consult with the
Company's General Counsel about observed illegal or unethical behavior
and when in doubt about the best course of action in a particular
situation. Principal Officers must promptly report any possible
violation of this code to the Company's General Counsel and the
Chairman of the Audit Committee of the Board of Directors. Principal
Officers must fully cooperate in any internal investigation of alleged
misconduct.

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5.       ACCOUNTABILITY

    This code is a policy of the Company. Each Principal Officer will
be held accountable for any violation of this code by the Board of
Directors or a committee appointed by the Board of Directors for such
purpose, which could include being relieved of his or her duties or
termination of employment.

6.       WAIVERS OR AMENDMENT OF THE CODE

    Any waiver or Amendment of this code may be made only by the Board
of Directors of the Company, or a Board Committee, and will be
promptly disclosed as required by applicable law or regulation.


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