Exhibit 14.2

                         ACCELR8 TECHNOLOGY CORPORATION
                     CODE OF ETHICS AND STANDARDS OF CONDUCT


INTRODUCTION

This Code of Ethics and Standards of Conduct has been adopted by the Board of
Directors of the Accelr8 Technology Corporation ("Corporation") to assure that
the Corporation adheres to ethical standards and obeys all applicable laws and
that its employees, officers and directors clearly understand what is required
of them in that regard. The Code does not address every ethical or legal issue
that an employee, officer or director may face. The Code is not a substitute for
the exercise of good judgment by the Corporation's employees, officers and
directors.

The Corporation may from time to time adopt more detailed policies and
procedures with regard to certain areas covered by the Code and other matters
not mentioned in the Code. Compliance with the Code and compliance with the
Corporation's policies and procedures are a condition of employment.

The Corporation's Audit Committee and Chief Financial Officer are responsible
for the implementation and administration of the Code. Each manager is
responsible for seeing that all employees under his or her supervision are
thoroughly familiar with the Code and are applying it consistently in all of
their business dealings. No employee has the authority to violate any of the
Code's provisions or to direct or authorize others to do so.

The Code applies to Accelr8 Technology Corporation and to all subsidiaries, if
any, over which the Corporation has control. In business affiliations in which
the Corporation does not have control, representatives of the Corporation shall
use their influence to achieve adherence to the spirit and content of the Code.
The word "employees" in the Basic Principles and Practices includes officers,
and, when they are acting on behalf of the Corporation, directors.

BASIC PRINCIPLES AND PRACTICES

ACCURATE BUSINESS RECORDS

The integrity and completeness of record-keeping is not only the Corporation's
policy, it is also mandated by law. The Corporation is required to keep books,
records, and accounts that accurately and fairly reflect all transactions and to
maintain an effective system of internal controls. The improper alteration,
destruction, concealment or falsification of records or documents may result in
criminal penalties.

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Proper recording of all transactions is essential to the Corporation's control
of its affairs and the accuracy of its financial reporting. To maintain the
integrity of the accounting records, all entries in the Corporation's books and
records must be prepared carefully and honestly and must be supported by
adequate documentation to provide a complete, accurate, and auditable record.
All employees have a responsibility to assure that their work is complete and
accurate. No false or misleading entry may be made for any reason, and no
employee may assist any other person in making a false or misleading entry.

Employees must provide accurate and complete information to the Corporation's
officers, legal counsel, independent auditors, and any other person authorized
to receive the information.

Secret activities invite misconduct, while full disclosure reinforces
responsibility and acts as a powerful deterrent to wrongdoing. Therefore,
undisclosed or unrecorded transactions are not allowed for any purpose. Any
employee having information or knowledge of any undisclosed or unrecorded
transaction or the falsification of records should report it promptly to the
Corporation's Chief Financial Officer, or the Chairman of the Audit Committee of
the Board of Directors.

COMPLIANCE WITH LAWS

It is the Corporation's policy to comply with all laws, rules and regulations
that are applicable to its business, in the United States and in other
countries. To that end, the use of the Corporation's funds or assets for an
unlawful or improper purpose is strictly prohibited. Where applicable laws,
rules and regulations are ambiguous, management shall obtain legal advice to
clarify their meaning and assure compliance.

CONFIDENTIALITY

Employees should maintain the confidentiality of information entrusted to them
by the Corporation or its customers, except when disclosure is authorized or is
legally mandated. Confidential information is all non-public information about
the Corporation and its business. All employees must be careful not to disclose
non-public information to unauthorized persons, either within or outside of the
Corporation, and must exercise care to protect the confidentiality of such
information received from another party. If employees are unsure whether
information may be disclosed, they should ask their manager or seek advice from

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the Chief Financial Officer or the Chairman of the Audit Committee. The
unauthorized disclosure of confidential information will be considered a serious
violation of the Code and may subject the violator to dismissal.

CONFLICTS OF INTEREST

While the Corporation respects the privacy of its employees in the conduct of
their personal affairs, it insists that they fully discharge their employment
obligations to the Corporation. Employees should avoid any activity in which
their personal interests may come into conflict, or may appear to conflict, with
the interests of the Corporation in its relations with current or prospective
suppliers, customers, or competitors. Employees must report actual or potential
conflicts of interest to the Corporation's outside counsel.

Two factors that will be considered when determining whether a conflict of
interest exists are: (1) whether the employee is or could be in a position to
influence the Corporation's relationship with the competitor, supplier, or
customer; and (2) whether the employee's judgment could be affected, or could
appear to be affected, as it relates to the competitor, supplier, or customer
because of the significance of the employee's personal interest. Without
limiting the general scope of this policy, the following relationships and
courses of conduct will be considered to involve a conflict of interest unless
in special circumstances they are specifically approved and waived by the
Corporation:

     o    Concurrent employment by the Corporation and by any other firm or
          person if the employment encroaches materially on time or attention
          that should be devoted to the Corporation's affairs.

     o    Concurrent employment of employees by the Corporation and by a current
          or potential competitor, supplier, or customer of the Corporation.

     o    Holding by an employee or immediate relatives of an employee of a
          significant financial interest in any current or potential competitor,
          supplier, or customer of the Corporation. The term "financial
          interest" refers to any form of ownership or amount of ownership.
          Generally, an employee's financial interest will not be considered
          "significant" if the employee and the employee's immediate relatives
          own less than 1% of a publicly held company.

     o    Acceptance by an employee or an immediate relative of an employee of
          membership on the board of directors of a current or potential
          competitor, supplier, or customer of the Corporation.

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     o    Acting as a consultant or advisor to a current or potential competitor
          of the Corporation.

     o    Lending money to, guaranteeing debts of, or borrowing money from a
          current or potential competitor, supplier or customer of the
          Corporation by or for an employee or an immediate relative of an
          employee. The borrowing of money from a financial institution that
          provides services to the Corporation is not prohibited if the loan is
          of a type generally made available by the financial institution to
          all, or a specific group, of the Corporation's employees.

     o    Participation by an employee in any charitable organization is
          encouraged except where the employee may be expected to divulge
          privileged or confidential information or trade secrets of the
          Corporation or take any other action that may subvert the
          Corporation's interest, reputation, or goodwill or where the
          participation encroaches materially on time or attention that should
          be devoted to the Corporation's affairs.

CORPORATE OPPORTUNITY

Employees must not take for themselves personally opportunities that could
reasonably be available to the Corporation. An employee is prohibited from
directly or indirectly acquiring rights to any property that the employee knows
the Corporation may also be interested in acquiring. Employees should advance
the legitimate interests of the Corporation when the opportunity to do so
arises.

EMPLOYMENT MATTERS

It is the policy of the Corporation to comply with applicable employment laws,
including those governing working conditions, wages, hours, benefits, and
minimum age for employment, wherever it conducts business. Violations may be
reported to the Corporation's Chief Financial Officer or the Chairman of the
Audit Committee.

ENVIRONMENTAL MATTERS

It is the policy of the Corporation to comply with all applicable laws and
regulations for the protection of the environment and the conservation of
natural resources. The Corporation expects all of its employees to abide by
established environmental policies and procedures. Violations may be reported to
the Corporation's Chief Financial Officer or the Chairman of the Audit
Committee.

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FAIR DEALING

When interacting with the Corporation's employees, competitors, suppliers, or
customers, each employee should strive to act with integrity and honesty and
avoid taking advantage of anyone through any unfair-dealing practice.

GIFTS, GRATUITIES, AND ENTERTAINMENT

Receiving business gifts, including the acceptance of meals and transportation,
of nominal value is permissible where customary. Receiving cash or gifts of
significant value is strictly prohibited. Customary business entertainment,
including meals or transportation, is proper unless the value, cost, or
frequency of the business entertainment is such that it could be interpreted as
affecting an otherwise objective business decision. When determining if a gift
could be interpreted as affecting an employee's otherwise objective business
decision, the position of the employee and whether the employee is or could be
in a position to influence the Corporation's relationship with the competitor,
supplier, or customer will be taken into account.

Business-related social contacts can be in the best interest of the Corporation
when properly conducted on a limited basis. Employees should make every effort
to ensure that there is not the slightest reason for a third party to view these
contacts as improper.

IMPROPER PAYMENTS

Business. No payment may be made by or on behalf of the Corporation, directly or
indirectly, to officers, agents, or employees of customers, suppliers, or
competitors of the Corporation. Payment includes unearned commissions or
refunds, the donation or loan of the Corporation's property or services of the
Corporation's personnel, the incurring or paying of expenses on behalf of
another, and the reimbursing of officers, employees, or agents of the
Corporation for payments made by them on the Corporation's behalf. Payment does
not include (1) any incentive program that is approved by a customer or supplier
and is consistent with industry practice, (2) a rebate or discount on the
Corporation's products offered to all of the employees, or a specific group of
employees, of a customer or supplier, (3) authorized and reasonable
entertainment of customers, potential customers or others involved with the
Corporation's business in a manner appropriate to the business relationship and
the discussion of business matters, or (4) gifts of sales promotion items. While
these transactions are not prohibited by this policy, they must be accurately
disclosed in the Corporation's books of account.

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Government. No payment may be made by or on behalf of the Corporation either
directly or indirectly to government officials, political candidates, or
political parties. Some of these payments are prohibited by law, and criminal
sanctions in the form of fines and imprisonment are frequently imposed for
violations. Payments include, but are not limited to, kickbacks, gratuities,
payoffs, bribes, or the payment of anything of value to government officials,
political parties, or candidates. This policy does not affect the right of
employees, acting in an individual capacity and not as representatives of the
Corporation, to support political parties or candidates of their choice.

Strict adherence to this policy is required. It is the responsibility of
management at all levels to enforce this policy and of all employees to report
violations to, or, in doubtful cases, to seek advice from, their superiors or
from the Corporation's outside counsel.

INSIDER TRADING

Employees may not trade in the Corporation's securities or the securities of
other companies, including customers, suppliers, and others, on the basis of
material non-public information. Information is material if it may affect an
investor's decision to buy, sell or hold securities of a company. The use of
material non-public information, regardless of how the information was obtained,
to buy or sell the Corporation's stock, or to advise others to do so, could have
serious legal consequences.

OCCUPATIONAL SAFETY

It is the policy of the Corporation to provide its employees with a place of
employment that is free from recognized hazards, to comply with all applicable
safety laws and regulations, and to reduce the frequency, severity, and costs of
lost time occurrences. The Corporation expects all of its employees to abide by
established safety procedures. The Corporation is responsible for developing,
administering, and complying with its own safety and industrial hygiene program.
Violations may be reported to the Corporation's Chief Financial Officer or the
Chairman of the Audit Committee.

PROTECTION AND PROPER USE OF CORPORATE PROPERTY

Employees should protect the Corporation's assets and ensure their efficient
use. Theft of the Corporation's assets will not be tolerated. The unauthorized
personal use of any of the Corporation's property is strictly prohibited.

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IMPLEMENTATION OF THE CODE

Each manager is responsible for distribution of the Code to appropriate
personnel within the manager's function or organization and for providing
knowledge, education, and understanding of its importance and meaning. It is not
expected that this Code will be distributed to personnel below the management or
supervisory level, unless in the view of the particular manager such
distribution is appropriate. Each employee given a copy of the Code must
acknowledge in writing receipt of the Code. Employees violating the Code will be
subject to disciplinary action, possibly including dismissal.

Employees may be required periodically to certify, in writing, compliance with
the Code or to describe any deviations known to them.

REPORTING VIOLATIONS OF THE CODE

An employee who becomes aware of a violation of the Code or believes that a
violation may take place in the future must report the matter. Ordinarily, the
report may be made to the employee's immediate supervisor who, in turn, must
report it to the Corporation's Chief Financial Officer or the Chairman of the
Audit Committee. The employee also may bring the matter to the attention of any
person identified in the text of the Code or an appropriate person. To ensure
that a reporting employee is protected from reprisal, a request for anonymity
will be respected to the extent that it does not result in the violation of the
rights of another employee. A person making a good-faith report of a possible
violation of the Code will not be subject to retaliation.

WAIVER

If an employee believes that a waiver of the Code is necessary or appropriate,
including, but not limited to any potential or actual conflict of interest, or
any waiver of the Corporation's policies or procedures, a request for a waiver
and the reasons for the request must be submitted in writing to the Chief
Financial Officer or the Chairman of the Audit Committee of the Corporation. An
officer or director must submit the request for a waiver to the Chairman of the
Audit Committee of the Board. Any waiver of the Code for executive officers and
directors will be disclosed in accordance with the requirements of the United
States Securities and Exchange Commission and the American Stock Exchange.


Approved by the Board of Directors October 27, 2005.


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