EXHIBIT 11.3
                                                                   ------------

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


             CODE OF ETHICS FOR OUR PRINCIPAL EXECUTIVE OFFICER AND
                           SENIOR FINANCIAL OFFICERS


I.    INTRODUCTION

This Code of Ethics for our Principal  Executive  Officer and Senior  Financial
Officers is applicable to the  Corporation's  principal  executive  officer and
senior financial officer and comptroller or principal  accounting  officer,  or
any person performing similar functions  ("Officers").  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
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 AN  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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<PAGE>

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.


V.    COMPLIANCE WITH THIS CODE

If you fail to comply  with this Code of Ethics or  applicable  laws,  rules or
regulations  (including  without  limitation  all rules and  regulations of the
Securities  and  Exchange  Commission)  you  will be  subject  to  disciplinary
measures,  up to and including  discharge from the  Corporation.  Violations of
this  Code may also  constitute  violations  of law and may  result in civil or
criminal penalties for you, your supervisors and/or the Corporation.  The Board
of Directors will  determine,  or designate  appropriate  persons to determine,
appropriate  actions  to be taken in the event of a  violation  of this Code of


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<PAGE>

Ethics.  In determining  what action is  appropriate in a particular  case, the
Board or its designee will  consider the nature and severity of the  violation,
whether the violation was a single occurrence or repeated occurrences,  whether
the  violation  was  intentional  or  inadvertent,  whether the  individual  in
question had been  advised  prior to the  violation as to the proper  course of
action and  whether or not the  individual  in  question  had  committed  other
violations in the past.

You are expected to report all  violations  of this Code of Ethics  promptly to
the Lead Director of the Board or the Corporation's  Legal Counsel. If you have
any questions  regarding your obligations  under this Code, you should promptly
contact the Corporation's Legal Counsel.  You may choose to remain anonymous in
reporting  any possible  violation of this Code of Ethics.  Please refer to the
Statement on reporting ethical  violations for further guidelines how to report
such possible violation of this Code of Ethics.






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<PAGE>

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


         COMPLIANCE AFFIRMATION FOR OUR PRINCIPAL EXECUTIVE OFFICER AND
                           SENIOR FINANCIAL OFFICERS


I.    AFFIRMATION OF COMPLIANCE

The  undersigned  certifies that he or she has received and read the above Code
of Ethics for our Principal Executive Officer and 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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<PAGE>

      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




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