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                                                                      EXHIBIT 14

                       CATAPULT COMMUNICATIONS CORPORATION

                               CODE OF ETHICS FOR

                PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

           (as adopted by the Board of Directors on October 28, 2003)

I.    INTRODUCTION AND PURPOSE

      This Code of Ethics for Principal Executive and Senior Financial Officers
(the "Code") helps maintain the standards of business conduct of Catapult
Communications Corporation (the "Company") and is intended to address the
matters set forth in Section 406 of the Sarbanes-Oxley Act of 2002 and the
related rules of the Securities and Exchange Commission (the "SEC").

      The purpose of the Code is to deter wrongdoing and promote ethical
conduct. The matters covered in this Code are of the utmost importance to the
Company, our stockholders and our business partners, and are essential to our
ability to conduct our business in accordance with our stated values.

II.   APPLICATION

      The Code is applicable to the following persons, referred to as Officers:

            -     Our principal executive officer,

            -     Our principal financial officer,

            -     Our principal accounting officer or controller, and

            -     Persons performing similar functions, as determined by the
                  Company's Audit Committee.

III.  ETHICAL CONDUCT

      It is the policy of the Company that each Officer:

            -     Act honestly and ethically.

            -     Avoid whenever possible actual or apparent conflicts of
                  interest between personal and professional relationships.

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            -     Ethically address any conflicts that do arise, which shall
                  include disclosure of any transaction or relationship that
                  reasonably could be expected to give rise to a conflict of
                  interest to the Company's general counsel.

            -     Obtain prior approval from the Company's Audit Committee
                  before entering into any material transaction or relationship
                  involving any actual or potential conflict of interest.

            -     Provide full, fair, accurate, timely and understandable
                  disclosure in the Company's public communications, including
                  reports and documents that the Company files with, or submits
                  to, the SEC.

            -     Comply with applicable governmental laws, rules and
                  regulations.

            -     Report promptly any conduct that the Officer believes to be a
                  violation of the Code to the Company's general counsel. It is
                  against the Company's policy to retaliate in any way against
                  an Officer for good faith reporting of violations of this
                  Code.

IV.   ACCOUNTABILITY

      Actual violations of this Code, including failures to report potential
violations by others, can lead to disciplinary action at the Company's
discretion, up to and including termination.

      V. WAIVER AND AMENDMENT

      We are committed to reviewing and updating our policies and procedures as
necessary from time to time. Therefore, this Code is subject to modification.
Any amendment or waiver of any provision of this Code must be approved in
writing by the Company's Board of Directors or Audit Committee and promptly
disclosed pursuant to applicable laws and regulations.



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VI.   ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
      SENIOR FINANCIAL OFFICERS

      I have received and read the Company's Code of Ethics for Principal
Executive and Senior Financial Officers (the "Code"). I understand the standards
and policies contained in the Code and understand that there may be additional
policies or laws specific to my job. I further agree to comply with the Code.

      If I have questions concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements applicable to my job,
I know I can consult the general counsel, knowing that my questions or reports
will be maintained in confidence.



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Officer Name

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Signature

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Date



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