Exhibit 14.1

                               LECROY CORPORATION
                      PRINCIPLES OF BUSINESS CONDUCT POLICY




The Revised Principles Of Business Conduct Policy (the "Policy") applies to the
Officers, Directors and employees (collectively, the "employees") of LeCroy
Corporation and all of its subsidiaries (together, "LeCroy" or the "Company").

No single set of policies can provide explicit guidance for every situation that
an employee may face. Ultimately, LeCroy relies on each employee to use good
judgment in all of his or her activities. Employees who have any questions or
concerns with respect to the principles presented herein should promptly review
such matters with their supervisors or the Human Resources Department.

Please be reminded that nothing in this Policy should be construed as
constituting an employment contract. Only a duly authorized representative of
LeCroy has the authority to enter into a contract of employment which changes or
alters the at-will employment relationship and any such agreement must be in
writing. Unless you have such a contract, your employment with LeCroy is
at-will, which means that either you or LeCroy may terminate your employment at
anytime and for any lawful reason or without reason and with or without warning
or notice.

A. GENERAL PRINCIPLES OF BUSINESS CONDUCT

1. COMPLIANCE WITH LAWS

All employees must fully comply with or exceed local, state, federal and
international laws, rules and regulations that apply to the Company and its
employees. These include laws, rules and regulations addressing securities
trading, antitrust activities, health and safety, import/export regulations,
equal opportunity & employment and environmental matters (including laws
concerning disposal of hazardous waste). When the application of such laws,
rules or regulations is uncertain, employees are urged to seek the guidance and
advice of an Officer of the Company or the Human Resources Department.

LeCroy expects each employee to know the laws, rules and regulations and Company
policies that apply to his or her activities and to conduct his or her job with
uncompromising honesty and integrity. Employees are expected to recognize this
duty to society above and beyond their obligations to the Company and their
personal financial interests. While LeCroy must compete vigorously to maximize
profits, it will at the same time do so in strict compliance with the letter and
spirit of all laws, rules and regulations applicable to its activities.


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2. OBSERVANCE OF HIGH STANDARDS

LeCroy employees must demonstrate high standards of business conduct in their
relationships with other employees, customers, and suppliers. LeCroy attracts
and retains the finest people and, as such, its employees are expected to be
exemplary citizens in the communities in which they live and work.


3. RELATIONSHIPS WITH PUBLIC OFFICIALS - POLITICAL CONTRIBUTIONS

The Company's policy is to develop and maintain good relationships and effective
communication at all levels with state, federal and local governments having
authority over the areas in which it does business. Contacts with governmental
officials both in the United States and other countries in which LeCroy does
business, whether direct or indirect, shall at all times be maintained as proper
business relationships. These contacts must never suggest a compromise of
objectivity of such persons or cast doubt on the Company's integrity. Many
countries, including the United States, have specific laws on conducting
business with foreign government officials. Under the U.S. Foreign Corrupt
Practices Act, LeCroy (including its shareholders, directors, agents, officers,
and employees) is prohibited from directly or indirectly offering, promising to
pay, or authorizing the payment of money or anything of value to a foreign
government official to win or retain business or favorable treatment.

No corporate funds, property of any kind, or services shall be used directly or
indirectly to influence the nomination or election of any candidate to public
office if such use is in violation of federal, state or local law. This
restriction is not intended to discourage LeCroy employees from voluntarily
making proper political contributions in the form of money, time or other
resources to the candidates, parties, or committees of their choice or
supporting candidates of their choice.

4. INTEGRITY OF RECORDS AND FINANCIAL REPORTS/ FAIR DISCLOSURE

LeCroy's business records are depended upon to produce reliable and accurate
reports to management, shareholders, creditors, government agencies, including
the Securities and Exchange Commission, and others. The integrity of the
Company's record-keeping and reporting systems must be respected at all times.
The books of account, financial statements and records of the Company shall
accurately, fairly and completely reflect the underlying transactions engaged in
by or on behalf of the Company and shall be maintained in reasonable detail to
fairly reflect the results of operations and financial position of the Company
in accordance with generally accepted accounting principles. All assets and
liabilities of the Company shall be properly recorded in the books of the
Company and no undisclosed or unrecorded fund, account or asset of the Company
will be established or maintained for any purpose.


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LeCroy's Chief Financial Officer, Chief Accounting Officer, Controller,
employees performing similar functions and LeCroy's Chief Executive Officer
shall provide full, fair, accurate, timely and understandable disclosure in
reports and documents that LeCroy files with, or submits to, the Securities and
Exchange Commission and in other public communications made by the Company.

Employees should become familiar with and are required to comply with the
provisions of the LeCroy Corporation RECORD RETENTION POLICY and SECURITY AND
INFORMATION POLICY.


5. CONFIDENTIAL/PROPRIETARY INFORMATION

No confidential information learned during employment with the Company should be
disclosed to any other party either during employment or following termination
of employment for any reason. All information about the Company, its business,
customers and suppliers should be considered confidential unless the information
is already publicly known. Confidential information is the sole and exclusive
property of the Company. It includes, but is not limited to, confidential
technology, proprietary information, trade secrets, business plans, documents,
and records. Confidential information is also defined as including confidential
information from other companies.

Employees should not, without prior written authorization from an Officer of the
Company, acquire, use, access, copy, remove, modify, alter, or disclose to any
third parties, any confidential information for any purpose other than to
perform duties required in the fulfillment of job responsibilities or in
furtherance of expressly stated Company sponsored activities. Any such materials
must be returned to the Company prior to leaving the Company.

LeCroy Corporation reserves the right to pursue legal action to recover
confidential information and enjoin the person from the use of confidential
information. Should an employee gain knowledge of a breach in security of any
kind, the employee should immediately notify his/her supervisor or the local
Human Resources Manager. Employees should take all appropriate action, whether
by instruction, agreement, or otherwise, to ensure the protection,
confidentiality, and security of confidential information.

6. EMPLOYMENT RELATIONSHIP

A fundamental LeCroy policy is that employees treat all of their LeCroy
colleagues with respect. The Company strives to provide a safe, healthy and
productive work environment. Each employee has a personal responsibility to
other LeCroy employees and to the Company to help eliminate circumstances which
undermine this environment. Each employee is expected to perform their work in a
safe manner free of the abuse of alcohol or the use of illegal drugs. In
addition, other than those carried by authorized security personnel, no weapons
are permitted on Company premises.

LeCroy policy forbids any discrimination, harassment or intimidation because of
race, color, religion, gender, age, national origin, citizenship, sexual
orientation or disability. Strict disciplinary action for violations of this
policy will be taken, including termination of employment.

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7. ANTITRUST REGULATIONS

LeCroy competes strictly on the merits of its products and the Company makes no
attempt to restrain or limit trade. As such, LeCroy will never discuss nor enter
into agreements with its competitors on such matters as: price, pricing
strategies, terms of sales, sales territories, marketing plans, etc. If a
prohibited topic comes up in the course of a trade association or any other
meeting all LeCroy employees must leave the meeting and immediately inform an
Officer of the Company. LeCroy collects competitive information through proper
public or lawful channels and the Company does not use information that was
obtained illegally or improperly by others.


B. CONFLICTS OF INTEREST


Employees should avoid all conflicts of interest. The term "conflicts of
interest" most frequently refers to situations in which decisions are or may be
influenced by considerations of personal gain or benefit to an employee, to a
third party, or both which conflict with the employee's obligation to serve the
best interests of the Company and its stockholders. The important point to
remember is that the Company and its stockholders are entitled to the undivided
loyalty of its employees in the exercise of their business responsibilities.
Employees, officers and directors are prohibited from: (1) taking for themselves
personal opportunities that they discover through the use of corporate property,
information and position; (2) using corporate property, information or position
for their personal gain; and (3) competing with the Company. Employees, officers
and directors owe a duty of loyalty to the Company to advance its legitimate
interests when the opportunity to do so rises.

While it is not possible to list every situation where conflicts of interest may
arise, following below are examples of types of activities which have the
greatest potential for conflict. Employees should disclose to the Chief
Executive Officer or Chief Financial Officer any material transaction or
relationship that could reasonably be expected to give rise to a conflict of
interest.

1. PERSONAL FINANCIAL INTERESTS

Employees should avoid any material financial interest in suppliers,
competitors, or customers of the Company which could influence their corporate
decisions or actions. Financial interests include arrangements to receive loans,
commissions, royalties, property interests or anything of value. Employees
should not conduct personal business with the Company's suppliers or customers
except as an ordinary consumer. In addition, no employee should maintain an
investment in any such business without the prior written approval of the Chief
Executive Officer, other than owning less than 5% of the shares of a publicly
traded corporation.

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2. OUTSIDE ACTIVITIES

Employees should avoid outside employment or activities that impair effective
performance of their obligations to the Company, either because of excessive
demands on their time or because the outside commitments constitute a drain from
the Company of their talents and creative energies. Of course, reasonable
participation in the activities of a trade association, professional society, or
charitable institution on a non-compensated basis will not be deemed to violate
the Company's conflict of interest policy.

3. MISUSE OF "INSIDER INFORMATION"

U.S. federal and state securities laws govern transactions in our Company's
securities and those of many of our customers and suppliers. Violation of these
laws can lead to civil and criminal actions against the individual employee and
the Company. Employees who know of any material fact about the Company, a
customer, or a supplier, which has not been disclosed to the public (commonly
known as "insider information") may not engage in any transaction in the
Company's or such other companies' securities until such information has been
disclosed to the public. Non-public inside information about LeCroy must not be
communicated without a legitimate business reason and proper authorization by a
Company Officer. Insider information is information which, if known, could
affect an investor's decision to buy or sell the Company's or other companies'
securities. Examples of such information include sales and earnings figures,
plans for stock splits or dividends, proposed acquisitions or mergers, new
product lines, etc. Employees should become familiar with and are also subject
to the provisions of LeCroy Corporation's STOCK TRADING POLICY.

4. GIFTS AND ENTERTAINMENT

Even when gifts and entertainment are exchanged out of the finest motives of
personal friendship, they can be misunderstood. They can appear to be an attempt
to influence LeCroy's employees or the employees of another company into
directing Company business to a particular supplier. To avoid both actual
conflict and the appearance of improper relations with suppliers, potential
suppliers, or customers, each employee is generally prohibited from soliciting
or giving gifts, gratuities, or any other personal benefits or favors from or to
suppliers, potential suppliers, or customers.

Employees may, however, give or accept gifts of nominal value or advertising and
promotional materials clearly marked with company or brand names. Entertainment
should not be solicited, but may be accepted if it (i) occurs infrequently; (ii)
arises out of the ordinary course of business; (iii) involves reasonable, not
lavish, expenditures; and (iv) takes place in settings that are reasonably
appropriate and fitting to the employees, their hosts, and the business at hand.

Limited exceptions to this Policy may be made in connection with Company
approved sales promotions, advertising, or publicity. Any other exception must
be approved by the Chief Executive Officer and one other Officer of the Company.

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C. EMBEZZLEMENT, THEFT, FRAUD AND NON-MONETARY IRREGULARITIES


LeCroy Corporation expects all employees to continually demonstrate honesty and
integrity in their business activities and relationships. Prohibited conduct,
which will result in disciplinary action up to and including termination,
includes but is not limited to:

         o        falsification of any reports submitted to financial or
                  operational management;

         o        conversion to cash of any checks made payable to the Company
                  or misappropriation of cash receipts (delays in submitting
                  cash receipts in order that they may be used on a temporary
                  basis for personal reasons shall be considered
                  misappropriation);

         o        receipt or payment of kickbacks;

         o        falsification of travel or expense reports;

         o        authorization for payment of goods and services not received,
                  or overpayment for goods actually received or valid services
                  performed;

         o        misuse of Company computer resources, equipment, etc.;

         o        unauthorized or improper access, misuse, modification,
                  destruction, or disclosure of Company data/software or
                  non-Company data/software for which the Company has been
                  identified as accountable for the processing, accessing,
                  and/or storing;

         o        misreporting or manipulating of revenue or expense;

         o        making false claims, including fraudulent medical or workers
                  compensation claims;

         o        failure to follow other LeCroy corporate policies as posted on
                  the LECROY QUALITY DOCUMENT SYSTEM or made available by the
                  Human Resources Department.

LeCroy Corporation reserves the right to conduct inspections of Company property
such as, but not limited to, desks, file cabinets, closets and premises.



D. VIOLATION OF POLICY AND PROSECUTION


The Officers of LeCroy are responsible to the Board of Directors for monitoring
compliance with this Policy. However, it is the personal responsibility of each
employee of the Company to observe and strictly abide by this Policy. Any
employee having knowledge of any actions prohibited by this Policy, should
report such activity immediately to his/her supervisor or the Human Resources
Department. Suspected violations may be reported on a confidential basis, and
the Company will maintain confidentiality to the fullest extent possible.
Suspected violations may also be reported on an anonymous basis. The Company has
also set up a domestic toll free phone number 1-800-257-4088 that employees can
call on a confidential and anonymous basis to report any concerns regarding
questionable accounting or auditing matters or any other potential violations of
this Policy. International toll calls can be made to 1-845-578-6026.

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NO WAIVER OF ANY PROVISION OF THE POLICY MAY BE GRANTED TO NON-OFFICER AND
NON-DIRECTOR EMPLOYEES WITHOUT THE WRITTEN APPROVAL OF THE CHIEF EXECUTIVE
OFFICER AND ONE OTHER OFFICER OF THE COMPANY. NO WAIVER OF ANY PROVISION OF THE
POLICY MAY BE GRANTED TO ANY OFFICER OR DIRECTOR OF THE COMPANY WITHOUT THE
WRITTEN APPROVAL OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. ANY WAIVERS
OF THE POLICY FOR OFFICERS OR DIRECTORS OF THE COMPANY SHALL BE PROMPTLY
DISCLOSED.

The Company will not retaliate against or impose any other form of retribution
on any employee as a result of his/her reporting of another person's suspected
violation of this Policy.

Any employee who violates any of the provisions of this Policy shall be subject
to disciplinary action up to and including termination of employment. ANY
EMPLOYEE HAVING KNOWLEDGE OF, BUT FAILING TO REPORT, ANY VIOLATION OF THIS
POLICY SHALL BE SUBJECT TO SIMILAR DISCIPLINARY ACTION.

Any suspected violation of this Policy will be reviewed by the Human Resources
Department, and, if appropriate, law enforcement authorities will be notified of
the facts.

The Company will encourage and support criminal prosecution of those involved in
any violation of this Policy which constitutes criminal conduct, regardless of
restitution. In addition, when appropriate, the Company will institute civil
proceedings against violators of this Policy.

NO EXCEPTION TO PROSECUTION WILL BE MADE WITHOUT THE WRITTEN APPROVAL OF THE
CHIEF EXECUTIVE OFFICER OF LECROY CORPORATION AND, IN THE CASE OF ANY OFFICER OR
DIRECTOR OF LECROY, THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS.


By my signature below, I verify I have read LeCroy Corporation's Principles of
Business Conduct Policy.


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Signature                                        Date


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Name (Printed)





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