**EXHIBIT      14.1**

**AUDIBLE      CODE OF ETHICS AND BUSINESS CONDUCT**

**(Revised      November 1, 2005)**

**1.**
**Definition      of Terms Used**

| a) | “Business                Associate” means any supplier of services or materials, customer,                consultant, professional advisor, lessor of space or goods, tenant,                licensor, licensee or partner of the Company.                                                                                                                                                                                                                                                                                                                                 |
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| b) | “Code”                means this Code of Ethics.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| c) | “Company”                includes Audible, Inc. and each of its subsidiaries and affiliated                business entities.                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| d) | “Confidential                Information” means information that, due to its content and context, would                benefit a competitor, negatively impact Company, or breach any                confidences.                                                                                                                                                                                                                                                                                                                                                          |
| e) | “Compliance                Officer” means Helene Godin, Vice President & Senior Counsel (ext.                2840; hgodin@audible.com). Alternatively, Insiders, Family Members                and                Insider Companies may contact Bill Washecka, Chairman of the Audit                Committee of Audible. Mr. Washecka can be reached by phone at 301-421-1464                or via email at wwashecka@comcast.net.                He will perform the obligations of Compliance Officer under this                Code if                requested.  |
| f) | “Family                Members” means an Insider’s spouse or life partner, children and relatives                (by blood or marriage).                                                                                                                                                                                                                                                                                                                                                                                                                             |
| g) | “Insider”                means any officer, director or employee of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| h) | “Insider                Companies” means any company, partnership, limited liability company,                trust or other entity that is directly or indirectly controlled by                an                Insider or a Family Member.                                                                                                                                                                                                                                                                                                                                    |

**2.      Statement of General Policy**

| a) | This                Code has been adopted to provide guiding principles to all officers                and                employees of the Company in the performance of their duties. It also                applies to the directors of the Company. The Code must be read in                conjunction with the Company’s other policies that govern employee                conduct.                                                                                                                                                                                                                                                                                                                                                                              |
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| b) | The                basic principle that governs Insiders is that the Company’s business must                be carried on with loyalty to the interest of the Company’s shareholders,                fellow employees, strategic partners and other Business Associates.                In                furtherance of the foregoing, no Insider shall: (a) employ any device,                scheme or artifice to defraud the Company or any Business Associate;                (b)                engage in any act, practice or course of conduct which operates or                would                operate as a fraud or deceit upon the Company or any Business                Associate.                                                            |
| c) | The                Company is committed to a high standard of business conduct. This                means                conducting business in accordance with the spirit and letter of applicable                laws and regulations and in accordance with ethical business practices.                This Code, which applies to all Insiders, Family Members and Insider                Companies, helps in this endeavor by providing a statement of the                fundamental principles that govern the conduct of the Company’s business.                In addition, all Insiders, Family Members and Insider Companies are                responsible for complying with all laws and regulations applicable                to the                Company. |

**3.      Transactions with the Business Associates**

| a) | In                adhering to the foregoing basic principles, Insiders, Family Members                and                Insider Companies must not profit, directly or indirectly, due to                their                position in or relationship with the Company to the detriment, or                at the                expense, of the Company or any Business Associate. Insiders, Family                Members and Insider Companies shall not take for their own advantage                any                corporate opportunity for profit, which they learn about due to their                position with or relationship to the Company.                                                                                                                                                                                                                                                                                      |
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| b) | Insiders,                Family Members and Insider Companies are encouraged to patronize                Business                Associates. However, no Insider, Family Member or Insider Company                shall                sell to, or purchase from, a Business Associate any goods or services                except in the ordinary course of the Business Associate’s business. No                Insider, Family Member or Insider Company shall borrow money or other                property from a person known by the Insider, Family Member or Insider                Company to be a Business Associate, unless that Business Associate                is                regularly engaged in the business of lending money or such other                property,                and the loan and the terms thereof are in the ordinary course of                the                Business Associate’s business.  |
| c) | No                Insider shall make any payment or take any action to any government                official, agent or representative of the United States, any State                or                jurisdiction of the United States or of any foreign country without                the                prior consent of the Compliance Officer. No Insider shall make any                payment                or take any action in violation of the U.S. Foreign Corrupt Practices                Act.                                                                                                                                                                                                                                                                                                                                                                                                                                             |

**4.      Non-Disclosure of Confidential Information**

| a) | No                Insider shall discuss with, or inform to any third party (including                Family                Members) about, any actual or contemplated business transaction by                a                Business Associate or the Company except in the performance of the                Insider’s employment duties or in an official capacity and then only for                the benefit of the Business Associate or the Company, as appropriate,                and                in no event for personal gain or for the benefit of any other third                party.  |
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| b) | No                Insider shall give any Confidential Information to any third party                (including Family Members) about any business transaction of the                Company                or its Business Associates that are proposed or in process unless                expressly authorized to do so by the Compliance Officer.                                                                                                                                                                                                                                                             |
| c) | No                Insider other than the Company’s Chief Executive Officer, the Chief                Financial Officer, or the Vice President, Communications & Strategy,                may discuss with any member of the press or media the Company or                its                Business Associates except with the prior authorization of the Compliance                Officer. Insiders, Family Members and Insider Companies shall refer                all                press inquiries to David Joseph (ext. 2824;                dave@audible.com).                                    |

**5.      Preferential Treatment and Gifts**

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**6.      Conflicts of Interest**

| a)   | An                Insider shall maintain a high degree of integrity in the conduct                of the                Company’s business and maintain independent judgment. Each Insider must                avoid any activity or personal interest that creates, or appears                to                create, a conflict between his/her interests and the interests of                the                Company. A conflict of interest arises any time such a person has                a duty                or interest that may conflict with the proper and impartial fulfillment                of                such person’s duties, responsibilities or obligations to the Company.                Conflicts of interest include, by way of example, a person:                                                          |
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| i)   | making                an investment that may affect his/her business decisions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ii)  | owning                a meaningful financial interest in, or being employed by, an organization                that competes with the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| iii) | owning                a meaningful financial interest in, or being employed by, an organization                that does, or seeks to do, business with                the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| iv)  | making                a material decision on a matter where such person’s self-interests may                reasonably call the appropriateness of the decision into                question;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| v)   | being                employed by or accepting compensation from any other person as a                result of                business activity or prospective business activity affecting the                Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| b)   | An                officer or employee that becomes aware of a personal interest, which                is,                or may be viewed as, in conflict with that of the Company or a Business                Associate, should promptly present the situation and the nature of                the                possible conflict to the Compliance Officer for appropriate consideration.                A director of the Company that becomes aware of a conflict of interest                should bring the matter to the attention of the Board of Directors                of the                Company. The Insider shall refrain from further action until the                situation                has been consented to in writing by the Compliance Officer or Board                of                Directors, as the case may be.  |
| c)   | No                Insider, Family Member or Insider Company shall personally benefit,                directly or indirectly from any Company purchase or sale, or derive                any                other personal gain from any other Company activity, except when                the                transaction has been fully disclosed to and approved in writing as                provided in this Code.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| d)   | No                Insider, Family Member or Insider Company shall have any meaningful                personal business or financial interest in any Business Associate                or                competitor of the Company, without proper consent. For these purposes,                holding 5% or less of the shares of a Business Associate or competitor                whose shares are publicly traded shall not be deemed                “meaningful”.                                                                                                                                                                                                                                                                                                                                                                          |
| e)   | No                Insider shall hold any position with (including as a member of the                board                of directors or other governing body) or perform services for a Business                Associate or a competitor of the Company, without proper                consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| f)   | No                Insider shall provide any services to other business enterprises                which                reasonably could be deemed to adversely affect the proper performance                of                his or her work for the Company or which might jeopardize the interests                of                the Company, including serving as a director, officer, consultant                or                advisor of another business, without proper consent.                                                                                                                                                                                                                                                                                                                                                             |
| g)   | No                Insider shall direct, or seek to direct, any Company business with                any                business enterprise in which the Insider, Family Member or Insider                Company                has a meaningful ownership position or serves in a leadership capacity,                without proper consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

**7.      Personal Securities Transactions**

**8.      Guarding Corporate Assets**

**9.      Corporate Books and Records**

| a) | Insiders                must ensure that all Company documents are completed accurately,                truthfully, in a timely manner and properly authorized.                                                                                                                                                                                                                                              |
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| b) | Financial                activities and transactions must be recorded in compliance with all                applicable laws and accounting practices and in accordance with the                generally accepted accounting principles designated by the Company.                The                making of false or misleading entries, records or documentation is                strictly prohibited.  |
| c) | Insiders                may never create a false or misleading report under the Company’s name. In                addition, no payments or established accounts shall be used for any                purpose other than as described by their supporting documentation.                No                undisclosed funds or assets may be established.                                               |
| d) | No                Insider may take any action to defraud, influence, coerce, manipulate                or                mislead any other employee, officer or director, or any outside auditor                or                lawyer for the Company for the purpose of rendering the books, records                or                financial statements of the Company incorrect or misleading.       |
| e) | Errors,                possible errors or misstatements in the Company’s books and records must                be brought to the attention of the Compliance Officer promptly upon                discovery thereof. The Compliance Officer shall promptly inform the                Chief                Financial Officer of any such error or misstatement.                                         |
| f) | All                employees and officers are expected to cooperate fully with the Company’s                outside auditors. No employee or officer shall impede or interfere                with                the financial statement audit                process.                                                                                                                                     |

**10.      Document Retention**

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**11.      Compliance with Internal Controls and Disclosure Controls**

| a)   | The                Company has adopted a system of internal controls that must be strictly                adhered to by all Insiders in providing financial and business transaction                information to and within the Company. The internal controls are                the                backbone of the integrity of the Company’s financial records and financial                statements. Each Insider:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| i)   | shall                promptly report to the Compliance Officer any actual or suspected                breaches                or violations of the Company’s internal controls that come to the                attention of the Insider.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ii)  | shall                promptly report to the Compliance Officer any actual or suspect fraudulent                or questionable transactions or occurrences that come to the attention                of                the Insider. Potentially fraudulent transactions include, without                limitation, embezzlement, forgery or alteration of checks and other                documents, theft, misappropriation or conversion to personal use                of                Company assets, and falsification of records.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| iii) | is                encouraged to bring to the attention of the Compliance Officer any                changes                that the Insider believes may improve the Company’s system of internal                controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| b)   | The                Company has adopted a system of disclosure controls to assure that                all                important information regarding the business and prospects of the                Company                is brought to the attention of the Chief Executive Officer and Chief                Financial Officer of the Company. The accuracy and timeliness of                compliance is critical and necessary to enable those officers to                provide                the financial statement and periodic report certifications required                by                federal law. Each Insider shall strictly adhere to the system of                disclosure controls, including the internal reporting responsibilities                assigned to him or her by the Company. Each Insider shall promptly                report                in accordance with Company policy any significant event or occurrence                (whether positive or negative) that arises in the course of the Insider’s                duties and responsibilities. Events or occurrences include those                that                affect or may affect the Company or its Business Associates, competitors                or industry. General economic conditions need not be                reported.  |
| c)   | Each                Insider shall be candid in discussing matters concerning internal                controls                and business disclosures with the Company’s management, outside auditors,                outside counsel and directors. Factual information is important.                Opinions                and observations are strongly                encouraged.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

**12.      Implementation of the Code**

| a) | The                Compliance Officer is responsible for overseeing, interpreting and                monitoring compliance with the Code. The Compliance Officer reports                periodically to the Company’s Disclosure Committee regarding all aspects                of administering and enforcing of the Code.                                                                                                                                                                                                                                                                                                                                                |
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| b) | If                an Insider knows of or suspects a violation of applicable law or                regulations, this Code or any of the Company’s other policies, he or she                must immediately report that information to the Compliance Officer.                Insiders, Family Members and Insider Companies may notify the Compliance                Officer anonymously by leaving a message on her voice mail or sending                a                letter to her through the U.S. Post Office. No Insider who reports                an                actual or suspected violation in good faith will be subject to                retaliation.  |
| c) | Reported                violations will be promptly investigated and treated confidentially                to the                extent possible. It is imperative that the person reporting the violation                not conduct a preliminary investigation of his or her own. Investigations                of alleged violations may involve complex legal issues. Persons who                act on                their own may compromise the integrity of an investigation and adversely                affect both themselves and the                Company.                                                                                                            |

**13.      Enforcement**

| a) | The                Compliance Officer will take such action he or she deems appropriate                with                respect to any Insider who violates, or whose Family Member or Insider                Company violates, any provision of this Code, and will inform the                Audit                Committee of the Company of all material violations. Any alleged                violation                by the Compliance Officer will be presented promptly to the Audit                Committee of the Board of Directors for its consideration and such                action                as the committee, in its sole judgment, shall deem warranted.  |
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| b) | The                Compliance Officer will keep records of all reports created under                this                Code and of all action taken under this Code. All such records will                be                maintained in such manner and for such periods as are required under                applicable Federal and state law.                                                                                                                                                                                                                                                                                                                                           |

**14.      Condition of Employment or Service**

| a) | All                Insiders shall conduct themselves at all times in the best interests                of                the Company. Compliance with this Code shall be a condition of employment                and of continued employ ent with the Company, and conduct not in                accordance with this Code shall constitute grounds for disciplinary                action, including termination of employment.  |
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| b) | This                Code is not an employment contract nor is it intended to be an                all-inclusive policy statement on the part of the Company. The Company                reserves the right to provide the final interpretation of the policies                it                contains and to revise those policies as deemed necessary or                appropriate.                                                |

**Acknowledgement      and Consent**

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