Exhibit 11.1

ETHICS POLICY

Summary

An ethics policy cannot cover every circumstance where employees may need to consider their conduct. If any employee is in doubt regarding ANY ethical matter,
first seek advice, either from your line manager or from the Human Resources Department. The following is a summary of Spirent's Ethics Policy.



Employees
may also contact the Group's Head of Internal Control based in Crawley, if they have any queries or concerns that they would rather not raise at a local level.

Introduction

The trust and respect of our own employees, our customers, our shareholders, opinion formers, other stakeholders and the general publicare assets
that cannot be bought. This is why all Spirent's businesses must be conducted in adherence with high ethical and legal principles as the impact of wrongdoings and unethical behaviour upon the Company
could be substantial.

Every
employee has a right to expect Spirent to maintain proper standards of performance, whether you work in research, engineering, production or maintenance, marketing, purchasing or
finance and administration. Every employee has a duty to contribute to maintaining these standards by example and a heavier responsibility is borne by those who hold positions that more directly
influence policy or practice as they must openly demonstrate leadership in applying ethical business practices.

This Spirent EthicsPolicy is supported by the whole Board of Spirent plc and shall be reviewed from time to time. The policy applies to
every employee of the Group. The following covers the main areas which employees may encounter at work:

Compliance with the Law

At all times, it is our policy to stay within the laws, rules and regulations of the countries, states or other jurisdictions in which we operate. It is our
policy to co-operate fully with relevant public authorities and regulatory bodies as appropriate.

All
employees have the right and the responsibility to resolve doubts or uncertainties about ethical questions or compliance with the law. To resolve any ethical or legal issue, an
employee should first

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contact
his or her immediate manager or supervisor for guidance prior to taking any action. We also strongly encourage an "open door" policy to bring any such queries, if necessary, to a higher level
of management.

Employment, Discrimination and Harassment

Taking into account local practice and the operational requirements of the business, it is our goal to offer unambiguous and fair terms of employment and to
provide employees with appropriate opportunities to develop their skills and progress in their careers. It is our intention to honour all applicable terms and conditions of employment.

The
Company recognises its duty and the benefits of providing working conditions which promote good health, safety and environmental practicescopies of Company guidelines in
respect of these matters are available from local management. Employees are encouraged to report immediately any health, safety or environmental concerns to their line manager in order to protect the
welfare of themselves and colleagues.

Employees
are encouraged to recognise their duty to act in a responsible manner in the workplace, having due regard for the health, safety and general welfare of their colleagues.

We
consider that the diverse backgrounds and nationalities of Spirent employees around the world are a strength to the business. All employees regardless of their colour, race, religion,
gender, marital status, sexual orientation, disability or age should be treated fairly and honestly with both respect and dignity. Harassment (including sexual, physical, mental, use of abusive
language or offensive gestures) or bullying, in any shape or form will not be tolerated. Any employee who is proved to have acted in a discriminatory manner or to have indulged in bullying or
harassment will be subject to disciplinary or grievance procedures and all employees are strongly encouraged to report such incidents.

It
is our policy to respect the human rights of all employees, including:



Ethics in the Marketplace

The truth, properly told and presented, should be the objective of all promotional activity. Customers shall be treated with respect and competition with peer
companies should be fair and ethical. The following lists some of the major issues regarding ethics in the marketplace:



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Political Contributions

Contributions, whether in cash, goods, services, equipment, etc will not be permitted.

Bribes or Other Payment to Influence Business Transactions

The giving or receiving of any such payment is indefensible. No bribes of any sort may be paid to or accepted from customers, politicians, government
representatives, advisors or representatives. It is not permitted to establish accounts or internal budgets for the purpose of facilitating bribes or influencing transactions (slush funds).

Gifts and Entertainment

Special care must be taken in accepting or giving gifts/entertainment and these are not permitted if it would create a real or perceived conflict of interest. The
exchange of social courtesies is acceptable when there is a clear business purpose and they remain within good taste. Neither the receipt nor the giving of excessive entertainment, substantial gifts
or favours are acceptable. Examples of acceptable gifts/entertainment are:



There
may be cases where refusal of a gift would cause embarrassment to the person offering it, particularly if you are a guest in certain countries. Guidance on local customs and
behaviour should be sought before going on a business trip. Employees should politely refuse excessive gifts/entertainment, explaining to the offeror that Company policy prohibits the receipt of such
gifts/entertainment.

The
giving of gifts/entertainment must be properly authorised and accounted for.

If
you are in doubt as to whether gifts and entertainment are appropriate, you should raise your concerns with local management prior to accepting or giving any such gift or
entertainment.

Conflicts of Interest

Whether it is actual or apparent, conflicts of interest must be avoided. Actions taken by employees should be objective and based on the best interests of the
Company. There are too many instances where such conflicts may arise to list, but the following list may prove helpful:



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If
you do suspect you have a conflict of interest, whether actual or potential, please raise your concerns immediately with line management. You should take no part nor seek to influence
a business decision which may result in a conflict of interest arising.

Involvement in the Community

Spirent aims to be a responsible partner within the local communities in which it operates through the support of community initiatives and local charities. Each
business unit is encouraged, through the Company's charitable donations policy, to develop programmes which address the needs of their local community.

Employee Shareholders

The Board supports the concept of employee shareholders. It is essential, however, that employee shareholders observe the guidelines laid down in the Company's Code of Conduct for Dealing in Securities, copies of which are available from the Company Secretary of Spirent plc.
Financial advice involving investment in the Company must not be given by or to employees.

Spirent Proprietary Information

Our "trade secrets" and much internal information are valuable assets and must not be disclosed to anyone without proper authorisation. By law, our trade secrets
are our property and we all have obligations to protect that property. In the course of your employment you may be given or come into contact with information that is commercially sensitive or which
is provided for your information so that you may gain a better understanding of the business, for example at staff briefing meetings. This type of information must not be divulged outside the
organisation via any route (eg verbal, oral, internet chat room or to the media). Breach of this obligation may result in disciplinary proceedings.

Whistleblowing

All employees have the right and the responsibility to question possible wrongdoings and are encouraged to remain vigilant against such possible actions. If an
employee suspects wrongdoing (whether or not the suspected act has actually occurred), he/she should immediately report the matter to their line management, or if this is not possible, to a higher
level of local management. Line/local management should be able to advise if the action in question is in fact a wrongdoing. If the employee

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feels
that he/she cannot report the suspected wrongdoing at a local level, the employee should report it immediately to the Group's Head of Internal Control (see below), who is authorised directly by
the Board of Directors to investigate any such matters. Employees who report the suspected wrongdoing to the Head of Internal Control may do so in confidence and may report the suspected wrongdoing
anonymously if they do so via a letter.



(envelopes
should be marked "Strictly Private and Confidential")

The
Company does not view an employee who has "blown the whistle" as a trouble-maker, but rather as a witness to an event. You will not suffer discrimination or persecution for raising
concerns in good faith, even if the concern is not proved and, if possible, you will be informed of the outcome. Discrimination and persecution of employees who raise genuine concerns will not be
tolerated under any circumstances and support will be provided to whistleblowers as appropriate.

Examples
of suspected incidences, that may be potential or actual, which employees may feel require reporting include, but are not limited to:



Disciplinary Action

Any employee who violates our ethical standards is subject to disciplinary action which can include oral reprimand, written reprimand, suspension or termination
of employment.

Frequently Asked Questions

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January 2004

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