EXHIBIT 11.1
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                     EXFO ELECTRO-OPTICAL ENGINEERING INC.
                               (THE "CORPORATION")

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
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I.       INTRODUCTION

This Code of Ethics for Senior Financial Officers is applicable to the
Corporation's principal financial officer and comptroller or principal
accounting officer, or any person performing similar functions. References in
this Code of Ethics to the Corporation means the Corporation or any of its
subsidiaries.

While we expect honest and ethical conduct in all aspects of Corporation
business from all employees, we expect the highest possible standards from our
Senior Financial Officers. You are setting an example for other employees and we
expect you to foster a culture of transparency, integrity and honesty.
Compliance with this Code is a condition to your employment and any violations
will be dealt with severely.

In accordance with the rules of the U.S. Securities and Exchange Commission (the
"SEC"), any change or waiver of this Code will be disclosed in the Corporation's
annual filings with the SEC.


II.      CONFLICTS OF INTEREST

A conflict of interest occurs when your private interests interfere, or appear
to interfere, in any way, with the best interests of the Corporation as a whole.
A conflict situation can arise when you take action or have interests that may
make it difficult for you to prioritize the best interests of the Corporation.
Conflicts of interest also arise when you, or a member of your family, receive
improper personal benefits as a result of your position in the Corporation.
Loans to, or guarantees of obligations of, any employees, officers, directors or
any of their family members are likely to pose conflicts of interest, as are
transactions of any kind between the Corporation and any other organization in
which you or any member of your family have an interest.

Engaging in any conduct that constitutes a conflict of interest is prohibited.

AS A SENIOR FINANCIAL OFFICER OF THE CORPORATION, IT IS IMPERATIVE THAT YOU
AVOID ANY INVESTMENT (UNLESS AS A HOLDER OF LESS THAN 1% OF THE VOTING
SECURITIES ISSUED BY A CORPORATION WHOSE SECURITIES ARE PUBLICLY TRADED),
INTEREST OR ASSOCIATION WHICH INTERFERES, MIGHT INTERFERE, OR MIGHT BE THOUGHT
TO INTERFERE, WITH YOUR INDEPENDENT EXERCISE OF JUDGMENT IN THE CORPORATION'S
BEST INTEREST. ANY POTENTIAL CONFLICTS OF INTERESTS MUST BE REPORTED IMMEDIATELY
TO THE CORPORATION'S LEGAL DEPARTMENT.

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III.     ACCURATE PERIODIC REPORTS

As you are aware, full, fair, accurate, timely and understandable disclosure in
our periodic reports is required by SEC rules and essential to the success of
our business. Please exercise the highest standard of care in preparing such
reports in accordance with the guidelines set forth below.

o        All Corporation accounting records, as well as reports produced from
         those records, must be kept and presented in accordance with the laws
         of each applicable jurisdiction.

o        All records must fairly and accurately reflect the transactions or
         occurrences to which they relate.

o        All records must fairly and accurately reflect in reasonable detail the
         Corporation's assets, liabilities, revenues and expenses.

o        The Corporation's accounting records must not contain any intentionally
         misleading entries.

o        No transactions will be intentionally misclassified as to accounts,
         departments or accounting periods.

o        All transactions must be supported by accurate documentation in
         reasonable detail and recorded in the proper account and in the proper
         accounting period.

o        No information will be concealed from the independent auditors.

o        Compliance with Generally Accepted Accounting Principles and the
         Corporation's system of internal accounting controls is required at all
         times.


IV.      COMPLIANCE WITH LAWS

You are expected to comply with both the letter and spirit of all applicable
governmental rules and regulations. If you fail to comply with this Code and
applicable laws you will be subject to disciplinary measures, up to and
including discharge from the Corporation.

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                      EXFO ELECTRO-OPTICAL ENGINEERING INC.
                               (THE "CORPORATION")

              COMPLIANCE AFFIRMATION FOR SENIOR FINANCIAL OFFICERS
              ----------------------------------------------------


I.       AFFIRMATION OF COMPLIANCE

The undersigned certifies that he or she has received and read the above Code of
Ethics for Senior Financial Officers and agrees to abide by the policies
summarized therein.


II.      AFFIRMATION OF LEGAL AND ETHICAL BUSINESS CONDUCT

By signing this form, the undersigned confirms that, to the best of his or her
knowledge and belief, each dealing or transaction to which he or she has been
party, directly or indirectly, on behalf of this Corporation:

         1.       was characterized by honesty and integrity;

         2.       complies with applicable laws and regulations;

         3.       did not involve any unethical dealings such as, unbooked fees,
                  special favors, benefits or contributions to any private
                  party, government or government agency;

         4.       did not involve any unlawful arrangements with competitors and

         5.       was recorded and properly described on the Corporation's
                  books.

If there are any exceptions, please describe them on the reverse side.


III.     CONFLICT OF INTEREST QUESTIONNAIRE

Please answer "Yes" or "No" to the following questions. If the answer to any
question is "Yes", full details must be given on the reverse side.

A.       Have you or, to your knowledge, has any member of your immediate
         family, at any time during the period since the beginning of the most
         recent completed financial year:

         1.       engaged, directly or indirectly, in any transaction for the
                  purchase or sale of materials or other property, or services
                  by or to EXFO Electro-Optical Engineering Inc. or any
                  subsidiary or division thereof (hereinafter collectively
                  called the Corporation), otherwise than in the normal capacity
                  of officer or employee of the Corporation;

                           Yes _____                    No _____

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         2.       been an officer, director, partner or employee of any
                  corporation, partnership or other organization which, to your
                  knowledge, has engaged in any transaction described in (a)
                  above with the Corporation;

                           Yes _____                    No _____

         3.       been interested monetarily, directly or indirectly, in any
                  organization doing business with the Corporation (unless as a
                  holder of less than 1% of the voting securities issued by a
                  corporation whose securities are publicly traded) and

                           Yes _____                    No _____

         4.       been a recipient, directly or indirectly, of any payments or
                  material gifts of any kind from or on behalf of any
                  organization doing business with the Corporation (unless by
                  way of dividend or interest payments made by a corporation
                  whose securities are publicly traded)?

                           Yes _____                    No _____

B.       Is any transaction contemplated, involving you or any member of your
         immediate family, which, if consummated, would be described in answer
         to any of the preceding items?

                           Yes _____                    No _____

C.       Are you aware of any interest or activity on your part, or on the part
         of any member of your immediate family, which is in conflict with the
         interests of the Corporation?

                           Yes _____                    No _____



                                        ____________________________________
                                        (Please sign)

                                        ____________________________________
                                        Name

                                        ____________________________________
                                        Title


                                        Dated ______________________________