EXHIBIT 11.5
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                     EXFO ELECTRO-OPTICAL ENGINEERING INC.

                   STATEMENT ON REPORTING ETHICAL VIOLATIONS


         To our employees:

         We are committed to maintaining  the highest  standards of honesty and
accountability, and we recognize that each of you has an important role to play
in achieving  this goal.  Our employees are likely to be the first to know when
someone inside the company or connected  with the company is acting  improperly
or illegally. If you learn of such conduct, you may, however, feel apprehensive
about  voicing  your  concerns,  because  you feel it would be  disloyal to the
company or the  individuals  involved;  because  you do not  believe  that your
concerns will be taken seriously or because you fear  dismissal,  harassment or
other retaliation.

         We take all misconduct  very  seriously,  whether  committed by senior
managers or employees or by suppliers,  contractors or other agents. Misconduct
by anyone at or connected with the company, at the very least,  reflects poorly
on our reputation,  which we have all worked very hard to build over the years,
and potentially exposes the company to legal sanctions.

         We therefore  strongly encourage you to report any misconduct that you
become aware of in the course of your employment or otherwise connected to your
employment.  Although  it is  impossible  to  list  all of the  conduct  we are
concerned about, we would expect you to report:

         o    Criminal conduct;
         o    Fraud or deliberate error in the preparation,  evaluation, review
              or audit of any of our financial statements;
         o    Fraud, misappropriation,  or other questionable practices related
              to the preparation or maintenance of our financial records;
         o    Misrepresentations  or false statements to or by a senior officer
              or  accountant  regarding  a matter  contained  in our  financial
              records, financial reports or audit reports;
         o    Deviations   from  full  and  fair  reporting  of  our  financial
              condition;
         o    Failure to comply with,  or efforts to  circumvent,  our internal
              compliance policies or internal controls;
         o    Failure to comply with legal or regulatory obligations;
         o    Actions  that   endanger   health  or  safety,   or  might  cause
              environmental damage; and
         o    Actions designed to that have the effect of concealing any of the
              foregoing.

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         As set forth in the Code of Business  Conduct,  you are  encouraged to
talk to your supervisors,  managers or other  appropriate  personnel should you
become aware of any of the foregoing.  In addition,  we have established a more
formal procedure for reporting suspected improper conduct.  You may, instead of
reporting a concern to a  supervisor,  manager or other staff member (or if you
reported a concern,  and feel it was not properly acted upon), make a report to
any of the following,  by letter, email, or through our website or intranet: i)
The Legal Counsel, ii) The Lead Director of the Board.

         You may sign the  correspondence,  use an email that identifies you as
the sender or disclose  your name on your phone call.  Or, you may  communicate
anonymously.  Anonymous  letters,  e-mails and phone calls will be investigated
and  acted  upon  in the  same  manner  as if your  identity  were  known.  All
communications  should contain as much specific detail as possible to allow the
appropriate  personnel  to conduct an  investigation  of the  reported  matter.
Signed correspondence will be acknowledged by the recipient.

         All letters, e-mail and transcripts of telephone calls will be kept in
confidence  and acted upon only by designated  personnel  unless  disclosure is
required or deemed advisable in connection with any governmental  investigation
or report,  in the interest of the company,  or in the company's legal handling
of the matter.

         Your report will be  investigated  internally or if necessary  will be
referred to the appropriate law enforcement or regulatory authorities.  Reports
that  involve  our  accounting,   auditing,   internal  auditing  controls  and
disclosure  practices will be reviewed under the direction and oversight of the
Audit  Committee  of  the  Board  of  Directors  using   procedures  they  have
implemented for this purpose. Corrective action will be taken when it is deemed
necessary by the Audit Committee or other designated personnel.

         The Legal Counsel will maintain a log of all reports,  tracking  their
receipt, investigation and resolution, and prepare a periodic summary report of
such  reports  for the Audit  Committee.  Copies of the  reports  and the Legal
Counsel's log will be maintained according to our document retention policy.

         You do not need absolute proof of misconduct to make a report,  but we
would expect that you do have some basis for voicing your concerns. It will not
always be clear that any particular  action rises to the level of misconduct or
illegal conduct.  You should use your judgment.  We would prefer that you raise
concerns and not keep them to yourself.  If you make a report in good faith and
it turns out that you were wrong, your concern will be nonetheless  appreciated
and will not  subject  you to  disciplinary  action.  However,  if a report  is
intentionally false or malicious,  that is another matter. We trust that, as in
all areas of human interaction, our employees will act responsibly.


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         Company policy prohibits  retaliatory action against any employee who,
in good faith, reports suspected wrongdoers, unless the individual reporting is
one of the violators.  We will not tolerate any harassment or  intimidation  of
any employee who reports misconduct.  Disciplinary action will be taken against
any supervisor who retaliates,  directly or indirectly,  or encourages other to
do so, against an employee who reports a violation.

         In  order  to  preserve  the  integrity  of  these  procedures,  it is
imperative  that any employee have the  opportunity to raise concerns or report
misconduct   without  fear  of  retribution.   We  are  strongly  committed  to
maintaining an environment in which employee  reports are expected and accepted
and in which our  employees  feel free to voice a concern or report a suspected
violation without fear of intimidation.



/s/ Michael Unger                          /s/ Germain Lamonde
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Michael Unger                              Germain Lamonde
Lead Director of the Board                 President and Chief Executive Officer



/s/ Benoit Ringuette
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Benoit Ringuette
Legal Counsel and Corporate Secretary