**Exhibit
      14.1**











**Bel
      Fuse Inc.**











**Code
      of Ethics**
































**Adopted
      February 11** **th** **,
      2004**





***Table
      of Contents***




**3**
            **INTRODUCTION**





**4**
            **RESPONSIBILTIES
                TO SHAREHOLDERS**





*4
      Financial Integrity*


*4
      Insider Trading*


*5
      Antitrust Activities*


*6
      Conflicts of Interest*





**7**
            **RESPONSIBILITIES
                TO BEL**





*7
      Business Opportunities*


*7
      Company Resources*


*7
      Intellectual Property*





**8**
            **RESPONSIBILITIES
                TO EACH OTHER**





*8
      Equal Opportunity*


*8
      Non-Harassment*


*9
      Health & Safety*


*9
      Alcohol & Drugs*


*10
      Privacy of Information*





**10**
            **RESPONSIBILITIES
                TO CONSUMERS**





*8
      Product Quality*


*9
      Sales, Marketing & Advertisement*





**11**
            **RESPONSIBILITIES
                TO BUSINESS PARTNERS**





*10
      Contractors & Suppliers*


*10
      Gifts & Entertainment*





**12**
            **RESPONIBILTIES
                TO OUR COMMUNITIES**





*12
      Environmental Protection*


*13
      News Media Inquiries*


*13
      Public Activities*


*13
      International Operations*





**14**
            **REPORTING
                VIOLATIONS**





**14**
            **ETHICS
                & COMPLIANCE CHECK
                LIST**





**15**
            **WAIVERS**


2










**INTRODUCTION**





Bel
      Fuse Inc. is committed to conducting business in accordance with the highest
      ethical and legal standards. Failing to do so puts Bel’s name, reputation for
      integrity and business at risk. While Bel strives to achieve market leadership
      and business success, achieving results through unethical business practices
      is
      not tolerated.





Bel’s
      Code of Ethics & Business Responsibilities (the “Code”) reinforces Bel’s
      commitment to the highest ethical and legal standards as set forth in Bel’s
      Cultural Contract. This Code provides each employee, officer and member of
      the
      Board of Directors of Bel, as well as Bel’s affiliated and subsidiary companies,
      suppliers, contractors, and other business partners, with guidance and
      perspective in understanding business ethics at Bel. Each employee, officer
      and
      member of the Board of Directors of Bel, as well as Bel’s affiliated and
      subsidiary companies, is subject to this Code. More than just a description
      of
      business standards, the Code is the centerpiece of Bel’s corporate-wide
      compliance program. While its words may change to reflect the constantly
      evolving marketplace, the Code’s basic principle-Bel’s integrity-has not and
      will not change.





The
      Code is designed to guide and help identify activities and behaviors that are
      appropriate in conducting business. Overall, the purpose of our Code is to
      deter
      wrongdoing and 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 reports and documents
      that we file with, or submit to, the SEC and in other public communications
      made
      by us;


§ Compliance
      with applicable governmental laws, rules and regulations;


§ Prompt
      internal reporting of code violations to an appropriate person or persons
      identified in this Code of Ethics; and


§ Accountability
      for adherence to the Code of Ethics.





No
      code of conduct can spell out the appropriate moral conduct and ethical behavior
      for every situation. In the final analysis you must rely on your own good
      business judgment.





Compliance
      with all applicable government laws, rules and regulations, as well as this
      Code
      and Bel’s Cultural Contract, will be strictly enforced. If you fail to comply
      with such laws, rules
        and regulations, this Code or Bel’s Cultural Contract, you will be subject to
        disciplinary action, up to and including termination of
        employment.














3









**RESPONSIBILITIES
      TO SHAREHOLDERS**





Bel
      is committed to advancing the long-term interests of its shareholders and to
      protecting and improving the value of their investment by observing the highest
      standards of ethical and legal conduct in all business dealings. Bel provides
      accurate, timely and understandable reports and documents to the Securities
      and
      Exchange Commission, the National Association of Securities Dealers, Inc. NASDAQ
      and other regulators, as well as in other public communications. Bel conducts
      its operations in accordance with accepted principles of good corporate
      governance.





**FINANCIAL
      INTEGRITY**





Bel
      requires honest and accurate recording and reporting of financial information
      in
      order to make responsible business decisions. All financial books, records
      and
      accounts must accurately reflect transactions and events and conform to
      generally accepted accounting principles and to Bel’s system of internal
      controls.





Examples
      of unethical financial or accounting practices include:





§ Making
      false entries that intentionally hide or disguise the true nature of any
      transaction


§ Improperly
      accelerating or deferring the recording of expenses or revenues to achieve
      financial results or goals


§ Maintaining
      any undisclosed or unrecorded funds or “off the book” assets


§ Establishing
      or maintaining improper, misleading, incomplete, or fraudulent account
      documentation or financial reporting


§ Processing
      a sale or shipping product prior to receipt of a valid, customer-supplied
      purchase order


§ Making
      any payment for purposes other than those described in documents supporting
      the
      payment


§ Signing
      any documents believed to be inaccurate or untruthful





**INSIDER
      TRADING**





It
      is illegal to buy or sell securities (either personally or on behalf of others)
      on the basis of material, nonpublic information. It is also illegal to
      communicate (i.e., to “tip”) material, nonpublic information to others so that
      they may buy or sell securities on the basis of that information. If you know
      material, nonpublic information about Bel or any other company, including
      contractors, suppliers or business partners, you are prohibited from trading
      (directly or indirectly) or tipping others to trade in the securities of that
      company.


4










Material,
      nonpublic information is factual information that a reasonable investor would
      want to know before making an investment decision. Examples of material,
      nonpublic information include:





§ Quarterly
      or annual financial results


§ Financial
      forecasts


§ Significant
      financial developments


§ Possible
      mergers, acquisitions, joint ventures or divestitures


§ Significant
      product developments





These
      prohibitions continue for as long as the information you know remains material
      and nonpublic. Anyone who gives such nonpublic information to others may be
      subject to disciplinary action, up to and including termination of employment,
      as well as potential criminal prosecution. Guidance on questions about specific
      transactions should be obtained from Bel’s senior management in advance of the
      transaction.





**ANTITRUST
      ACTIVITIES**





The
      free enterprise system rests on the proposition that free and open competition
      is the best way to ensure an adequate supply of goods and services at reasonable
      prices. The antitrust laws of the U.S. are intended to protect and promote
      vigorous and fair competition.





No
      matter what position you hold, you must adhere strictly to U. S. antitrust
      laws
      and to all laws governing competition in any country in which Bel does business.
      Violation of antitrust laws can result in severe civil and criminal penalties,
      including imprisonment for individuals and Bel can be subjected to substantial
      fines and damage awards.





The
      following agreements, arrangements or understandings with competitors, whether
      oral or in writing, must not occur:





§ Agreements
      to fix prices or boycott specified suppliers or customers


§ Agreements
      to allocate products, territories or markets


§ Agreements
      to exchange competitively sensitive information, especially prices


§ Agreements
      that limit the production or sale of product





Contacts
      with competitors are sensitive and risky, since courts can infer an agreement
      or
      collusion from such contacts when they are followed by common action or
      behavior. In contacts with competitors, you must not discuss:





§ Prices


§ Trade
      allowances or rebates


§ Costs


5










§ Competition


§ Marketing
      plans or studies


§ Production
      plans and capabilities


§ Any
      other confidential information





In
      addition, you must not help competitors exchange this type of information by
      sharing one supplier’s pricing or cost information with another
      supplier.





You
      should consult with Bel’s senior management when planning to contact a
      competitor. If any competitor initiates a discussion involving the subjects
      above, you must immediately excuse yourself from the conversation and
      immediately report the matter to Bel’s senior management.





Bel’s
      customers are free to establish their own resale prices for Bel products. While
      you may suggest or recommend resale prices, you must not take coercive action
      to
      require customers to comply with such suggestions or
      recommendations.





You
      should obtain advice from Bel’s senior management before engaging in any conduct
      or practice that may involve antitrust laws.





**CONFLICTS
      OF INTEREST**





Integrity
      in a business relationship means that all participants are working together
      for
      the common good and are not making decisions based on self-interest. You have
      a
      responsibility to avoid situations and relationships that involve actual or
      potential conflicts of interest. If you act, or appear to be acting, in your
      own
      self-interest, you lose the trust of customers, consumers and business partners,
      and Bel’s reputation is damaged.





Generally,
      a conflict of interest arises whenever an employee’s personal or financial
      interest differ from his or her responsibilities to Bel or from Bel’s best
      interest.





In
      some cases, the activities of a spouse, domestic partner or an immediate family
      member can also create a conflict of interest. Put another way, a conflict
      of
      interest is created whenever an activity, association or relationship might
      impair independent exercise of judgment in Bel’s best interest.





Examples
      of situations that could be perceived as a conflict of interest and
      must


be
      avoided include:





§ Conducting
      Bel business with a firm owned, partially owned or controlled by an employee
      or
      an employee’s relatives


§ Owning
      a financial interest in Bel’s vendors, customers or competitors (ownership of
      less than 1% of the stock of a publicly traded company that competes or does
      business with Bel is permissible)


6


§ Performing
      work, with or without compensation, for a competitor, governmental or regulatory
      entity, customer or supplier of Bel, or doing any work for a third party that
      may adversely affect your performance or judgment on the job or diminish your
      ability to devote the necessary time and attention to your duties




§ Using
      Bel property, materials, supplies, funds or other resources for personal
      purposes





These
      situations, and others like them, where loyalties to Bel could be compromised,
      must be avoided. If you believe you are involved in a potential conflict of
      interest, you must discuss it with your supervisor or Bel’s senior
      management.





**RESPONSIBILITIES
      TO BEL**





**BUSINESS
      OPPORTUNITIES**





You
      are responsible for advancing Bel’s business interests when the opportunity to
      do so arises. You must not:





§ Use
      corporate property, information or a position at Bel for personal
      gain


§ Appropriate
      or divert to others any business opportunity or idea in which Bel might have
      an
      interest


§ Compete
      with Bel in any way





**COMPANY
      RESOURCES**





Protect
      Bel’s assets as you would your own. Effective use of corporate resources is
      critical to Bel’s bottom line. Bel resources made available to help you perform
      your job include computers, telephones, internet access, reproduction equipment
      and facsimile systems. Bel maintains these resources and technologies for
      legitimate business activities and to support a positive, professional business
      climate. You are personally responsible for corporate assets placed in your
      control and are expected to use such resources and technology responsibly and
      professionally at all times.





§ Using
      Bel-provided technologies and property for communications of a personal nature
      should be on an infrequent basis


§ You
      must not use Bel assets to display, transmit or store inappropriate materials
      at
      any time


§ You
      are responsible for protecting these resources from damage, destruction,
      viruses, alteration, theft, fraudulent manipulation and unauthorized access,
      disclosure or use





**INTELLECTUAL
      PROPERTY**





Bel’s
      success depends upon protecting Bel’s intellectual property, including
      inventions, research and technical data, formulas, discoveries, designs,
      improvements, ideas, manufacturing directives, computer programs, trademarks,
      patents, copyrights, unpublished financial or pricing information, other
      confidential information and all related documentation. Confidential information
      is any information that gives Bel a competitive edge in the marketplace or
      that
      could harm Bel’s business or personnel if disclosed publicly. Confidential
      information also includes customer, sales, marketing and other corporate data
      bases, marketing plans, employee personnel records and business proposals and
      strategies. You should consider all information gained through your work at
      Bel
      as confidential Bel information.


7





If
      you have access to Bel confidential information, you are obligated to protect
      and maintain Bel’s intellectual property and act responsibly with the sensitive
      information of competitors, customers, suppliers, constructors, and other
      business partners, as well as former employers and competitors. You must not
      use
      improper means to seek confidential information about a competitor. Bel
      employees, suppliers and contractors are required to sign agreements regarding
      the use of Bel confidential information and intellectual property. Upon leaving
      Bel, you are prohibited from copying or retaining any documents or other
      materials that contain confidential information. Former employees are still
      bound to maintain the confidentiality of information learned during their
      employment at Bel.





**RESPONSIBILITIES
      TO EACH OTHER**





We
      each have a responsibility to one another to report any actions or activity
      that
      could be viewed as unethical. You can report such activities to your manager,
      or
      at www.ethicspoint.com. Even
      if you are not directly involved, if you witness violations of the Code or
      Bel’s
      Cultural Contract, it is your responsibility to report such
      violations.





**EQUAL
      OPPORTUNITY**





Bel
      is committed to the fair and equitable treatment of all of its employees and
      applicants for employment. All employees and applicants are judged by their
      qualifications, demonstrated skills and achievements, without regard to race,
      sex, age, religion, national origin, disability or any other classification
      protected by federal, state and local laws and ordinances. This policy applies
      to all phases of the employment relationship, including recruiting, hiring,
      evaluation, promotion, training, transfer, corrective action, discipline,
      compensation and benefits, You are responsible for complying with Bel’s policy
      regarding equal opportunity.





**NON-HARASSMENT**





Bel’s
      policy prohibits all harassing conduct, including behavior, comments, e-mail
      messages or other conduct that contributes to an intimidating or offensive
      environment. This policy applies to all directors and officers, and to employees
      at all levels, as well as to employees and representatives of Bel’s suppliers,
      contractors, customers and other visitors at Bel locations.


8





We
      must help each other by speaking out when someone’s conduct makes us or others
      uncomfortable. You are responsible for promptly reporting harassment when it
      occurs. Retaliation against individuals who report such violations of Bel’s
      policy, or against those who provide information in an investigation of such
      violations, will not be tolerated. Bel will act promptly to take corrective
      action and appropriate discipline with respect to any harassment or retaliation,
      up to and including termination of employment.





Each
      of us has the right to work in an environment free of harassment, intimidation
      and other disruptive, offensive or abusive behavior. It is Bel’s policy to
      provide a workplace free from tensions involving matters that do not relate
      to
      Bel’s business. In particular, an atmosphere of tension created by ethnic,
      racial, sexual, or religious remarks, unwelcome sexual advances, requests for
      sexual favors or workplace violence will not be tolerated.





**HEALTH
      & SAFETY**





Bel
      is committed to providing a safe and healthy work environment. Each of us must
      be attentive to hazard prevention and the avoidance of accidents and injuries.
      You are responsible for observing the safety and health rules and practices
      that
      apply to your job. You are also responsible for taking precautions necessary
      to
      protect yourself and your co-workers, including wearing appropriate clothing
      and
      protective equipment and immediately reporting accidents, injuries and unsafe
      practices or conditions to the facility’s Manager.





**ALCOHOL
      & DRUGS**





Bel
      has a responsibility to provide a safe work environment. Bel reinforces its
      commitment by prohibiting employees from using, possessing, distributing or
      being under the influence of illegal drugs or alcohol while working for Bel
      during business hours. In addition, alcohol is not permitted on Bel premises,
      except as authorized by Bel’s senior management.





In
      addition Bel may conduct testing of its job applicants and its employees. An
      employee may be required to submit to testing when job performance or behavior
      indicates that he or she might be under the influence of drugs or alcohol.
      The
      presence of alcohol or a controlled substance in an employee’s system while on
      the job, or while performing duties, is a violation of policy and subject to
      disciplinary action, up to and including termination of employment. You must
      notify your Human Resource representative of any criminal drug conviction for
      a
      violation occurring in the workplace no later than five days after that
      conviction. Bel will comply with all applicable state and federal laws on this
      subject.





9


**PRIVACY
      OF INFORMATION**




Bel’s
      intent is to create an environment of knowledge, confidence and trust. It is
      Bel’s policy to acquire and retain only accurate, factual, job-related employee
      information required for the effective operation of Bel’s business or required
      by law in the jurisdictions in which Bel operates. Bel keeps employees
      information confidential and releases it only to authorized personnel with
      a
      clear need for such information or if compelled by law.





Customer
      and consumer information enables Bel to better understand and meet customer
      and
      consumer needs. Bel informs customers and consumers about the use and handling
      of the information they provide, including informing customers and consumers
      about the information collected, how such information is used and the choices
      they have concerning further uses of the information.





**RESPONSIBILITIES
      TO CONSUMERS**





**PRODUCT
      QUALITY**





Bel’s
      success depends upon consumer trust and satisfaction. Bel’s commitment to
      quality, affordability and safety is essential to its continued growth and
      success. Bel is committed to provide products that offer value to consumers
      and
      to maintain consumer trust in its products based on product quality, performance
      and safety.





Bel
      is committed to the following principles related to product safety:





§ Products
      will be safe when used as intended


§ Safety
      testing will provide positive assurance of safety


§ Products
      will comply with all legislative and regulatory requirements with respect to
      product development and labeling





**SALES,
      MARKETING & ADVERTISEMENT**





Bel’s
      success in the marketplace is based on the value that its products provide
      to
      consumers, as well as the truthfulness and accuracy of product and sales
      presentations and advertising. Bel will not use false or deceptive advertising
      to promote its products. Claims that favorably compare Bel products with those
      of competitors must be factual and based upon prior adequate substantiation.
      Deliberately misleading messages, omissions of important facts or false claims
      about competitors’ products are not acceptable.





10


**RESPONSIBILITIES
      TO BUSINESS PARTNERS**







**CONTRACTORS
      & SUPPLIERS**





Contractor
      and supplier relationships must be managed consistent with all applicable laws,
      as well as with good business practices. Bel is committed to seeking strong,
      mutually rewarding business relationships with companies and individuals who
      can
      enhance the quality of its products. Bel encourages fair competition among
      potential suppliers, contractors and other vendors, and treats each company
      or
      individual with fairness, integrity and without discrimination. The selection
      of
      subcontractors, suppliers and vendors must be made on the basis of objective
      criteria, including quality, technical excellence, price, delivery, adherence
      to
      schedules, product or service suitability, maintenance of adequate sources
      of
      supply and Bel’s purchasing policies and procedures.





Individuals
      who are involved in proposals, bid preparations or contract negotiations must
      be
      certain that all statements, communications and representations are accurate
      and
      truthful. You must always employ the highest ethical standards in business
      practices regarding source selection, negotiation, determination of contract
      awards, the administration of all purchasing activities and performance in
      compliance with specifications, requirements and clauses of
      contracts.





**GIFTS
      & ENTERTAINMENT**





To
      maintain trust in Bel’s business relationships, you must always act with
      integrity. The giving or acceptance of inappropriate gifts can undermine
      business relationships, hurt Bel’s reputation and put Bel in legal
      jeopardy.





You
      have a responsibility to make sure that all decisions regarding the purchasing
      of materials, supplies and services are made on the basis of competitive price,
      quality and performance, and in a way that preserves Bel’s integrity. Giving or
      accepting anything of value is inappropriate if it could be reasonably
      interpreted as an effort to influence a business relationship or decision.
      The
      difference between a gift and a bribe is a question of intent. It is
      impermissible to accept or request any form of kickback or bribe. A bribe or
      a
      kickback includes any item or favor provided for the purpose of improperly
      obtaining favorable treatment or seeking a competitive advantage. Such efforts
      must not be used to accomplish indirectly what Bel could not properly or legally
      do directly. A violation of this policy will result in disciplinary action,
      up
      to and including termination of employment, as well a potential criminal
      prosecution.





In
      certain situations or on certain occasions, small gifts of nominal value may
      be
      presented by Bel employees to suppliers, customers or potential customers,
      such
      as specialty advertising items bearing the corporate logo, tickets to local
      sports, civic or cultural events, restaurant meals or refreshments.





11


Standards
      governing the acceptance of gifts from suppliers or their agents mirror those
      relating to the giving of gifts to Bel customers and potential customers, in
      that acceptance
      of a significant gift could be construed as improperly influencing the selection
      of a vendor or the awarding of a contract. It is not necessary to give gifts
      in
      order to do business with Bel. Gifts of nominal value may be accepted on an
      infrequent basis, such as during the holiday season, as a reasonable business
      courtesy. Routine entertainment by suppliers that is business related - such
      as
      business meals, entertainment, recreation, sports outings or cultural events
      -
      is acceptable; however, you must obtain your supervisor’s approval. It is not
      acceptable to solicit gifts, gratuities or business courtesies for personal
      benefit or the benefit of a Bel employee, family member or friend. Gifts should
      not be accepted from a supplier or potential supplier during, or in connection
      with, contract negotiations. Accepting cash or cash equivalents- including
      checks, money orders, vouchers, gift certificates, loans, stock or stock
      options- is not acceptable.





If
      you receive gifts or favors you must immediately notify your supervisor. In
      some
      circumstances, you may be required to return the gift with a letter explaining
      Bel policy or, if a gift is perishable or impractical to return, you may be
      required to distribute it to employees or donate it to charity, with a letter
      of
      explanation to the donor.





Employees
      who do business in foreign countries often become aware of customs involving
      the
      exchange of gifts or the payment of certain fees. It is Bel’s policy to comply
      with all applicable laws on these matters, particularly the Foreign Corrupt
      Practices Act. This law restricts payments to officials of foreign governments,
      political parties and candidates for office.





Ultimately,
      you must exercise moderation and prudent business judgment in deciding which
      situations are unacceptable. If there is ever any doubt as to the acceptability
      of any gift or entertainment activity, consult your supervisor or Bel’s senior
      management.





**RESPONSIBILITIES
      TO OUR COMMUNITIES**





**ENVIRONMENTAL
      PROTECTION**





Bel
      strives to be an environmentally responsible company and to operate its
      facilities in compliance with applicable environmental, health and safety
      regulations and in a manner that has the highest regard for the safety and
      well
      being of its employees and the general public. Necessary permits, approvals
      and
      controls are maintained at all Bel facilities and Bel strives to improve
      products, packaging and manufacturing operations to minimize their environmental
      impact.





You
      are responsible for complying with all applicable environmental laws,
      regulations and Bel policies and to diligently follow the proper procedures
      with
      respect to the handling and disposal of hazardous materials. Bel insists that
      its suppliers and contractors also follow appropriate environmental laws and
      guidelines. If you have questions or concerns relating to Bel’s environmental
      compliance requirements or activities, you should contact your local
      Manager.


12




**NEWS
      MEDIA INQUIRIES**





Providing
      clear and accurate information to the media and the general public maintains
      Bel’s integrity in its relationship with the public. Requests for financial or
      business information about Bel from the media, press, the Securities and
      Exchange Commission, NASDAQ, the financial community or the public must be
      referred to the President / CEO or Vice President of Finance. It is critical
      that you not respond to any such inquiry or contact yourself because any
      inappropriate or inaccurate response, even a denial or disclaimer of
      information, may result in adverse publicity and could otherwise seriously
      affect Bel’s legal position.





Request
      for interviews relating to Bel or its affairs, or the issuance of any press
      releases, must be reviewed and approved in advance by the President / CEO or
      Vice President of Finance. Similarly, Bel-initiated interviews must be approved
      before they may be scheduled with the media.





**PUBLIC
      ACTIVITIES**





Bel
      is committed to understanding the particular needs of the communities in which
      it operates and is proud of its contribution to the economic and social
      development of those locations. Bel encourages its employees, officers and
      directors to become actively involved in the life of the communities in which
      Bel operates.





Bel
      employees, officers and employees are free to:





§ Support
      community, charitable, religious or political organizations


§ Support
      causes of their choice


§ Endorse
      an event, product or service


§ Provide
      testimonials





You
      must not use your job title or affiliation in connection with such support,
      endorsement or testimonial without approval from the President / CEO or the
      Vice
      President of Finance. You also must make it clear that your views and actions
      do
      not necessarily represent those of Bel. If you author an article or other
      publication and plan to be identified as a Bel employee, officer or director,
      you must first get approval from the President / CEO or the Vice President
      of
      Finance. No Bel employee, officer or director may pressure another employee,
      officer or director to express a view that is contrary to a personal belief
      or
      to contribute to or support a political, religious or charitable
      cause.





**INTERNATIONAL
      OPERATIONS**





All
      Bel employees, officers and directors worldwide must comply with Bel policies
      and procedures applicable to international business transactions and with the
      legal requirements and ethical standards of each country in which they conduct
      Bel business, as well as with all U.S. laws applicable in other
      countries.


13





The
      Foreign Corrupt Practices Act (“ **FCPA** ”)
      applies to business transactions both inside the U.S. and in other countries.
      Its requirements relate to accurate and complete financial books and records,
      transactions with foreign government officials and prohibitions from directly
      or
      indirectly offering to pay, or authorizing payment to, foreign government
      officials for the purpose of influencing the acts or decisions of foreign
      officials. Violation of the **FCPA** can
      bring severe penalties and it is mandatory that all employees living or working
      in foreign countries become familiar with the **FCPA** and
      its requirements.





**REPORTING
      VIOLATIONS**





Bel
      employees have many options for seeking compliance advice or reporting
      misconduct. Employees can contact their supervisor, manager, Human Resources,
      the Compliance Hotline or at ethicspoint.com. If you are reporting misconduct
      regarding senior management, please contact Bel’s Audit Committee or
      ethicspoint.com. Alleged violations of this Code will be investigated by Bel’s
      senior management or their designees, except that alleged violations by
      executive officers or directors will be investigated by Bel’s Board of
      Directors.





Anyone
      who seeks advice, raises a concern or reports misconduct is following the
      requirements of this Code. You may access ethicspoint.com to report actual
      or
      suspected violations related to any violations of Bel’s Code or Cultural
      Contract.





If
      someone is found to have violated this Code or Bel’s Cultural Contract, they
      will be subject to disciplinary action, up to and including termination of
      employment. In addition, retaliation against anyone who makes a good faith
      report of misconduct will not be tolerated. Bel will take appropriate
      disciplinary action, up to and including termination of employment, against
      individuals engaging in any retaliatory conduct. If you suspect that you or
      someone you know has been retaliated against for reporting possible misconduct,
      you should contact your supervisor, manager, Human Resources, Audit Committee
      or
      ethicspoint.com immediately.





Bel’s
      goal is to provide for prompt and consistent enforcement of this Code, to
      provide protection for persons reporting questionable behavior, to provide
      clear
      and concise standards for compliance and to provide a fair process by which
      to
      determine violations.





**ETHICS
      & COMPLIANCE CHECKLIST**





**When
      in doubt, ask yourself...**





§ Do
      my actions comply with Bel’s policies and procedures?


§ Am
      I being fair and honest?


§ Would
      I be comfortable describing my decision at an all-employee meeting?


§ How
      will I feel about myself afterward?


§ How
      would it look in the headlines?


14










§ What
      would I tell my child to do?





**WAIVERS**





Any
      waiver of Bel’s Code for executive officers or Directors may be made only by
      Bel’s Board of Directors. Any waivers will be promptly disclosed (along with the
      reason or reasons for the waiver) as required by law or by the Securities and
      Exchange Commission or NASDAQ.



























































February
      11, 2004




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