EXHIBIT 14.1

                                  ELINEAR, INC.
                                 CODE OF ETHICS

     This  Code  of  Ethics  is  designed to promote honest and ethical conduct,
full,  fair,  accurate,  timely  and  understandable  disclosure  of  financial
information  in  the  periodic  reports  of  eLinear,  Inc. (the "Company"), and
compliance  with  applicable  laws,  rules,  and  regulations.

APPLICABILITY  OF  THE  CODE

     This  Code  of Ethics (the "Code") applies to the Company's chief executive
officer,  the  chief  financial  officer,  controller,  and  such other finance,
accounting,  tax  or  internal audit personnel as the chief executive officer or
chief  financial officer may from time to time designate.  The persons listed in
the  preceding  paragraph  are  referred  to  as  the  "Covered  Persons."

HONEST  AND  ETHICAL  CONDUCT

     In  performing  his  or her duties, each of the Covered Persons will act in
accordance  with  high  standards of honest and ethical conduct including taking
appropriate actions to permit and facilitate the ethical handling and resolution
of  actual  or  apparent conflicts of interest between personal and professional
relationships.

     In  addition,  each  of  the Covered Persons will promote high standards of
honest  and  ethical  conduct  among  employees who have responsibilities in the
areas  of  accounting,  audit,  tax, and financial reporting and other employees
throughout  the  Company.

FULL,  FAIR,  ACCURATE,  TIMELY,  AND  UNDERSTANDABLE  DISCLOSURE

     In  performing his or her duties, each of the Covered Persons will endeavor
to  promote,  and  will  take  appropriate  action  within  his  or her areas of
responsibility  to  cause  the Company to provide, full, fair, accurate, timely,
and  understandable  disclosure  in reports and documents that the Company files
with  or  submits  to the Securities and Exchange Commission and in other public
communications.

     In  performing  his or her duties, each of the Covered Persons will, within
his  or  her areas of responsibility, engage in, and seek to promote, full, fair
and  accurate  disclosure  of  financial  and other information to, and open and
honest  discussions  with,  the  Company's  outside  auditors.

COMPLIANCE  WITH  APPLICABLE  GOVERNMENTAL  LAWS,  RULES,  AND  REGULATIONS

     In  performing his or her duties, each of the Covered Persons will endeavor
to comply, and take appropriate action within his or her areas of responsibility
to  cause  the  Company to comply, with applicable governmental laws, rules, and
regulations  and  applicable  rules  and  regulations  of  self-regulatory
organizations.

     Each  of  the  Covered  Persons will promptly provide the Company's general
counsel or the Company's audit committee with information concerning conduct the
Covered  Person  reasonably  believes  to constitute a material violation by the
Company,  or  its  directors  or  officers,  of  the  securities  laws, rules or
regulations  or  other  laws,  rules,  or regulations applicable to the Company.

REPORTING  VIOLATIONS  OF  THE  CODE

     Each of the Covered Persons will promptly report any violation of this Code
to  the  Company's  general  counsel  or  to  the  Company's audit committee, as
applicable.

WAIVER  AND  AMENDMENT  OF  THE  CODE

     The Company's audit committee, as well as the Company's board of directors,
will  have  the  authority  to


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approve  a  waiver  from  any  provision of this Code. The Company will publicly
disclose information concerning any waiver or an implicit waiver of this Code as
required  by applicable law. A waiver means the approval of a material departure
from  a  provision  of  this  Code.  The  Company  will  publicly  disclose  any
substantive  amendment  of  this  Code  as  required  by  applicable  law.

ACCOUNTABILITY  FOR  ADHERENCE  TO  THE  CODE

     The Company's audit committee will assess compliance with this Code, report
violations  of this Code to the Board of Directors, and, based upon the relevant
facts and circumstances, recommend to the Board appropriate action.  A violation
of  this  Code  may  result  in  disciplinary  action  including  termination of
employment.


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