**EXHIBIT
      14.1**




**PLX
      TECHNOLOGY, INC.**


**CODE
      OF BUSINESS CONDUCT AND ETHICS**




***POLICY
      STATEMENT***




It
      is the
      policy of PLX Technology, Inc. (the “ Company ”)
      to
      conduct its affairs in accordance with all applicable laws, rules and
      regulations of the jurisdictions in which it does business. This Code of
      Business Conduct and Ethics (“ Code ”)
      applies to the Company’s employees, officers and non-employee directors,
      including the Company's principal executive officer, principal financial
      officer, principal accounting officer or controller, and persons performing
      similar functions (“ Designated
      Executives ”).
      This
      Code is designed to promote:




·
            honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;


·
            full,
                fair, accurate, timely and understandable disclosure in the reports
                and
                documents the Company files with, or submits to, the Securities and
                Exchange Commission and in other public communications made by the
                Company;


·
            compliance
                with applicable governmental laws, rules and
                regulations;


·
            the
                prompt internal reporting to the appropriate person of violations
                of this
                Code; and


·
            accountability
                for adherence to this Code.




The
      Company established standards for behavior that affects the Company, and
      employees, officers and directors must comply with those standards. The Company
      promotes ethical behavior and encourages employees to talk to supervisors,
      managers, the PLX Technology, Inc. Compliance Team (the “ Compliance
      Team ”),
      or
      other appropriate personnel when in doubt about the best course of action in
      a
      particular situation. Non-employee directors are encouraged to talk to Robert
      H.
      Smith in such situations. Anyone aware of a situation that he or she believes
      may violate or lead to a violation of this Code should follow the guidelines
      under ***“Compliance
      and Reporting”*** below.




The
      Code
      covers a wide range of business practices and procedures. It does not cover
      every issue that may arise, but it sets out basic principles to guide you.
      Specific Company policies and procedures provide details pertinent to many
      of
      the provisions of the Code. Although there can be no better course of action
      than to apply common sense and sound judgment, do not hesitate to use the
      resources available whenever it is necessary to seek clarification.




***APPROVALS
      AND WAIVERS***




Certain
      provisions of this Code require you to act, or refrain from acting, unless
      prior
      approval is received from the appropriate person. Employees requesting approval
      pursuant to this Code should request such approval in writing from the Chief
      Compliance Officer. Approvals relating to executive officers and directors
      must
      be obtained from the Company’s Board of Directors. All other approvals may be
      granted by the Chief Compliance Officer, or such officer’s designee.




Other
      provisions of this Code require you to act, or refrain from acting, in a
      particular manner and do not permit exceptions based on obtaining an approval.
      Waiver of those provisions relating to executive officers and directors may
      only
      be granted by the Company’s Board of Directors and waivers relating to executive
      officers and directors must be promptly disclosed to stockholders. All other
      waivers may be granted by the Chief Compliance Officer, or such officer’s
      designee. Changes in this Code may only be made by the Board of Directors and
      must be promptly disclosed to stockholders.




***CONFLICTS
      OF INTEREST***




A
      conflict of interest arises when your personal interests interfere with your
      ability to act in the best interests of the Company. Employees must discharge
      their responsibilities on the basis of what is in the best interest of the
      Company independent of personal consideration or relationships. Non-employee
      directors must discharge their fiduciary duties as directors of the Company.




Employees
      should disclose any potential conflicts of interest to the Chief Compliance
      Officer or such officer’s designees, who can advise the employee as to whether
      or not the Company believes a conflict of interest exists. An employee should
      also disclose potential conflicts of interest involving the employee’s spouse,
      siblings, parents, in-laws, children and members of the employee’s household.
      Non-employee directors may discuss any concerns with Robert H.
      Smith.




***BUSINESS
      RELATIONSHIPS***




The
      Company seeks to outperform its competition fairly and honesty. The Company
      seeks competitive advantages through superior performance, not unethical or
      illegal business practices. Each employee must endeavor to deal fairly with
      the
      Company's customers, suppliers, competitors and employees and must not take
      advantage of them through manipulation, concealment, abuse of privileged
      information, misrepresentation of material facts, or any unfair-dealing
      practice.




***ACCURACY
      OF REPORTS, RECORDS AND ACCOUNTS***




You
      are
      responsible for the accuracy of your records, time sheets and reports. Accurate
      information is essential to the Company’s ability to meet legal and regulatory
      obligations and to compete effectively. The records and books of account of
      the
      Company must meet the highest standards and accurately reflect the true nature
      of the transactions they record. Destruction of any records, books of account
      or
      other documents except in accordance with the Company’s document retention
      policy is strictly prohibited.




You
      must
      not create false or misleading documents or accounting, financial or electronic
      records for any purpose relating to the Company, and no one may direct an
      employee to do so. For example, expense reports must accurately document
      expenses actually incurred in accordance with Company policies. You must not
      obtain or create “false” invoices or other misleading documentation or invent or
      use fictitious entities, sales, purchases, services, loans or other financial
      arrangements for any purpose relating to the Company. Employees are also
      responsible for accurately reporting time worked.




No
      undisclosed or unrecorded account or fund may be established for any purpose.
      No
      false or misleading entries may be made in the Company’s books or records for
      any reason. No disbursement of corporate funds or other corporate property
      may
      be made without adequate supporting documentation or for any purpose other
      than
      as described in the documents. All employees must comply with generally accepted
      accounting principles and the Company’s internal controls at all
      times.




***INSIDER
      TRADING; COMMUNICATIONS WITH THIRD PARTIES***




Employees,
      officers and directors who have access to the Company’s confidential information
      are not permitted to use or share that information for stock trading purposes
      or
      for any other purpose except the conduct of our business.




**Insider
      Trading**




Inside
      information is material information about a publicly traded company that is
      not
      known by the public. Information is deemed “material” if it could affect the
      market price of a security or if a reasonable investor would attach importance
      to the information in deciding whether to buy, sell or hold a security. Inside
      information typically relates to financial conditions, such as progress toward
      achieving revenue and earnings targets or projections of future earnings or
      losses of the Company. Inside information also includes changes in strategy
      regarding a proposed merger, acquisition or tender offer, new products or
      services, contract awards and other similar information. Inside information
      is
      not limited to information about the Company. It also includes material
      non-public information about others, including the Company’s customers,
      suppliers, and competitors.




Insider
      trading is prohibited by law. It occurs when an individual with material,
      non-public information trades securities or communicates such information to
      others who trade. The person who trades or “tips” information violates the law
      if he or she has a duty or relationship of trust and confidence not to use
      the
      information.




Trading
      or helping others trade while aware of inside information has serious legal
      consequences, even if the Insider does not receive any personal financial
      benefit. Insiders may also have an obligation to take appropriate steps to
      prevent insider trading by others.




The
      Company also has a “trading window “policy that applies to the Company’s
      directors and executive officers.




**Confidential
      Information**




You
      must
      maintain the confidentiality of information entrusted to you by the Company
      or
      its customers, except when disclosure is authorized or legally mandated.
      Confidential information includes all non-public information, including
      information that might be of use to competitors or harmful to the Company or
      its
      customers if disclosed.




**COMPLIANCE
      AND REPORTING**




**Compliance**




Any
      employee who violates the provisions of this Code will be subject to
      disciplinary action, up to and including termination. Willful disregard of
      criminal statutes underlying this Code may require the Company to refer such
      violation for criminal prosecution or civil action.




**Reporting
      Procedures and Other Inquiries**




Questions
      regarding the policies in this Code may be directed to the Chief Compliance
      Officer or the Company’s Compliance Team. Managers and supervisors are also
      resources who can provide timely advice and guidance to employees on ethics
      and
      compliance concerns and are expected to promptly report any concerns brought
      to
      their attention in their supervisory capacity to the Company’s Compliance Team.
      Any employee having knowledge of, or questions or concerns about, an actual
      or
      possible violation of the provisions of this Code is encouraged to promptly
      report the matter to his or her immediate supervisor or to a member of the
      Compliance Team. The names and contact information for the members of the
      Compliance Team are set out below. Directors are encouraged to discuss any
      issues or concerns with Robert H. Smith.




If
      you
      have concerns relating to the Company’s accounting, internal controls or
      auditing matters, you may also confidentially, and anonymously if you desire,
      submit the information in writing to the Company’s Audit Committee of the
      Directors at 870 Maude Avenue, Sunnyvale, CA, 94085. Employees may also report
      violations through the Ethics@plx intranet site, which contains an anonymous
      reporting capability. Any employee can report suspected violations of the Code
      of Business Conduct and Ethics without fear of reprisal or
      retaliation.




When
      submitting concerns, you are asked to provide as much detailed information
      as
      possible. Providing detailed, rather than general, information will assist
      us in
      effectively investigating complaints. This is particularly important when you
      submit a complaint on an anonymous basis, since we will be unable to contact
      you
      with requests for additional information or clarification.




We
      are
      providing these anonymous reporting procedures so that you may disclose genuine
      concerns without feeling threatened. Employees who choose to identify themselves
      when submitting a report may be contacted in order to gain additional
      information.




All
      conversations, calls and reports made under this policy in good faith will
      be
      taken seriously.




**Policy
      Prohibiting Unlawful Retaliation or Discrimination**




Neither
      the Company nor any of its employees may discharge, demote, suspend, threaten,
      harass or in any manner discriminate against any employee in the terms and
      conditions of employment based upon any lawful actions of such employee who
      in
      good faith:




·
            provides
                information or assists in an investigation relating regarding any
                conduct
                which the employee reasonably believes constitutes a violation of
                Fraud
                Laws (as defined below); or


·
            files,
                testifies participates or otherwise assists in a proceeding that
                is filed
                or about to be filed (with any knowledge of the Company) relating
                to an
                alleged violation of a Fraud Law.




This
      policy applies in any instance where such information or assistance provided
      to,
      or the investigation is conducted by, a federal regulatory or law enforcement
      agency, any member or committee of Congress, or any person with supervisory
      authority over the employee or the authority to investigate misconduct relating
      to potential securities violations by the Company or its employees. For purposes
      of this policy, a “Fraud Law” is a violation of federal criminal law
      involving:




·
            securities
                fraud, mail fraud, bank fraud or wire, radio or television
                fraud;


·
            violations
                of SEC rules or regulations; or


·
            violations
                of any federal law relating to fraud against
                stockholders.




***COMPLIANCE
      TEAM CONTACTS:***




Rafael
      Torres


Chief
      Financial Officer and Chief Compliance Officer


PLX
      Technology, Inc.


870
      Maude
      Avenue


Sunnyvale,
      CA 94085


408-328-3555


rtorres@plxtech.com




Robert
      H.
      Smith


Director


PLX
      Technology, Inc.


870
      Maude
      Avenue


Sunnyvale,
      CA 94085


rsmithsprint25@earthlink.net




This
      document
      is not an employment contract between the Company and its employees, nor does
      it
      modify their employment relationship with the Company.




This
      Code is intended
      to clarify your existing obligation for proper conduct. The standards and the
      supporting policies and procedures may change from time to time in the Company’s
      discretion. You are responsible for knowing and complying with the current
      laws,
      regulations, standards, policies and procedures that apply to the Company’s
      work. The most current version of this document can be found at: www.plxtech.com.