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EXHIBIT 14.1

ROGUE WAVE SOFTWARE, INC.CODE OF ETHICS

Policy Statement:

The Employee Handbook of Rogue Wave Software, Inc. (the Company)
includes general guidelines and standards of conduct of employees, which are
meant to guide all decisions and behavior. In addition to the Employee
Handbook, the Board of Directors has adopted the following Code of Ethics for
the Companys Chief Executive Officer, the Chief Financial Officer and
employees, which supplements our Employee Handbook and is deemed the code of
ethics required by the Securities and Exchange Act of 1934 and the rules and
regulations issued with the Securities and Exchange Commission (the SEC)
there under and the rules and regulations of the Nasdaq Stock Market.

This Code of Ethics may be revised or supplemented from time to time to
reflect changing laws and ethical standards. You are responsible for
maintaining a working knowledge and understanding of this Code of Ethics and
may be asked from time to time to certify that you have read, understand and
agree to comply with the most recent version of this Code of Ethics.

Ethics Policy:



| | 1. |  | Honesty and Ethical Conduct; Conflicts
of Interest. You will
exhibit and promote the highest standards of ethical conduct by:
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| | (a) |  | encouraging and rewarding professional
integrity in all aspects of the Companys dealings by
eliminating all inhibitions and barriers to responsible
behavior, such as coercion, fear or alienation; and
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| | (b) |  | avoiding, to the extent possible, the
appearance or occurrence of conflicts between what is in the
best interests of the Company and what could result in
material personal gain for you or your family. In the event
you become aware of any such conflict, you should promptly
report the same to the Companys Vice President of Human
Resources or other person charged with responsibility for
human resources and the Chairman of the Audit Committee of
the Companys Board of Directors.
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| | 2. |  | Public Disclosure. It is our policy that the information in
our public communications reports, including our SEC filings, be
full, fair, accurate, timely and understandable. You are
responsible for acting in furtherance of this policy. In
particular, those employees, executive officers and directors
involved in our disclosure process are required to maintain
familiarity with the disclosure requirements applicable to the
Company and are prohibited from knowingly misrepresenting, omitting
or causing others to omit, material facts about the Company to
others, whether within or outside of the Company, including the
Companys independent auditor and outside counsel.
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| | 3. |  | Compliance with Applicable Laws, Rules
and Regulations. It
is the Companys policy to comply with all applicable laws, rules
and regulations. It is your personal responsibility to adhere to
those standards and restrictions imposed by those laws, rules and
regulations, and in particular, those relating to accounting and
auditing matters.
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If you are unsure whether a situation violates any applicable law, rule or
regulation, you should discuss the situation with your supervisor or the
Companys Vice President of Human Resources or other person charged with
responsibility for human resources to prevent possible problems at a later
date. To encourage the reporting of violations, the Company will not allow
retaliation for reports made in good faith.





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Enforcement of the Code of Ethics:

You should strive to identify and raise potential issues before they lead
to problems, and should ask about the application of the Code of Ethics
whenever in doubt. If you become aware of any existing or potential violation
of this Code, you should notify the Companys Vice President of Human Resources
or other person charged with responsibility for human resources. Any violation
of this Code of Ethics may lead to disciplinary action which may include,
without limitation, one or more of a warning or letter of reprimand, demotion,
loss of merit increase, bonus or stock options, suspension without pay or
termination of employment.