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                                                                    EXHIBIT 14.1

                              TRIPATH IMAGING, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

         This Code of Business Conduct and Ethics (the "Code") sets forth legal
and ethical standards of conduct for members of the Board of Directors ("Board
Members"), the president and chief executive officer, the chief financial
officer, any senior financial officers, any senior vice president, and any vice
presidents who also have the title of general manager ("Executive Officers") and
all other employees (including vice presidents and director-level employees) of
TriPath Imaging, Inc. (the "Company"). This Code is intended to deter wrongdoing
and to promote the conduct of all Company business in accordance with high
standards of integrity and in compliance with all applicable laws and
regulations. This Code applies to the Company and all of its subsidiaries and
other business entities controlled by it.

         If you have any questions regarding this Code or its application to you
in any situation, you should contact the Company's General Counsel.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         The Company requires that all employees, Executive Officers and Board
Members comply with all laws, rules and regulations applicable to the Company
wherever it does business. You are expected to use good judgment and common
sense in seeking to comply with all applicable laws, rules and regulations and
to ask for advice when you are uncertain about them.

         If you become aware of the violation of any law, rule or regulation by
the Company, whether by its employees, Executive Officers or Board Members, it
is your responsibility to promptly report the matter to the Company's General
Counsel. While it is the Company's desire to address matters internally, nothing
in this Code should discourage you from reporting any illegal activity,
including any violation of the securities laws, antitrust laws, environmental
laws or any other federal, state or foreign law, rule or regulation to the
appropriate federal or state regulatory authority. Employees, Executive Officers
and Board Members shall not discharge, demote, suspend, threaten, harass or in
any other manner discriminate against an employee because he or she in good
faith reports any such violation. This Code should not be construed to prohibit
you from testifying, participating or otherwise assisting in any state or
federal administrative, judicial or legislative proceeding or investigation.

CONFLICTS OF INTEREST

         Employees, Executive Officers and Board Members must act in the best
interests of the Company and its stockholders. Personal interests must not
interfere with or otherwise be harmful to the interests of the Company. Any
actual or apparent conflict of interest between personal interests and those of
the Company must be handled honestly and ethically in accordance with the
following procedures.

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         Full disclosure of any actual or apparent conflict is the essential
first step to remaining in full compliance with this policy. Executive Officers
and Board Members must disclose such matters directly to the General Counsel.
Employees (not including Executive Officers) must disclose all actual and
apparent conflicts of interest, including any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest, to the Vice President of Human Resources or, in the event that such
individual is involved in the matter, to the General Counsel.

         Once fully disclosed, any employee, Executive Officer or Board Member
must avoid or terminate any activity that involves an actual or apparent
conflict of interest, unless, after full disclosure to the appropriate level of
management, it is determined at the appropriate level by individuals who
themselves are free of any similar conflict that the activity is not harmful to
the Company or otherwise improper. The Board of Directors will adopt, from time
to time, rules to aid in determining whether a relation or transaction
constitutes a conflict of interest.

         Any employee who has a question about whether any situation in which he
or she is involved amounts to a conflict of interest or the appearance of one
should disclose the pertinent details, preferably in writing, to the Vice
President of Human Resources or, in the event that such individual is involved
in the matter, to the General Counsel. The Vice President of Human Resources is
responsible for discussing the situation with the employee and arriving at a
decision after consultation with or notice to the General Counsel. Any Executive
Officer or Board Member should consult directly with the General Counsel about
questions that they may have regarding potential conflicts.

         To attempt to be too specific about situations that may give rise to a
conflict of interest or the appearance of a conflict involves the risk of
restricting the application of the policy. However, for illustrative purposes
only, the following are examples of situations that could present a conflict of
interest or the appearance of a conflict and must be disclosed:

         -        Employment by a competitor, or potential competitor,
                  regardless of the nature of the employment, while employed by
                  the Company;

         -        Placement of business with a firm owned or controlled by an
                  Executive Officer, Board Member or employee or his/her close
                  relative;

         -        Ownership of, or substantial interest in, a company that is a
                  competitor, client or supplier; and

         -        Acting independently as a consultant to a customer, client or
                  supplier.

         The end result of an ethical process of disclosure, discussion and
consultation may well be approval of certain relationships or transactions on
the ground that, despite appearances, they are not harmful to the Company or
otherwise improper. However, any conflict of interest or appearance of conflict
of interest, even if it does not harm the Company, is prohibited unless it has
gone through this process of disclosure, consultation and approval.

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INSIDER TRADING

         Employees, Executive Officers and Board Members who have material
non-public information about the Company or other companies, including our
suppliers and customers, as a result of their relationship with the Company are
prohibited by law and Company policy from trading in securities of the Company
or such other companies, as well as from communicating such information to
others who might trade on the basis of that information. To help ensure that you
do not engage in prohibited insider trading and avoid even the appearance of an
improper transaction, the Company has adopted a Policy Statement on Securities
Trading and Communications with Outsiders, which is available in the Employee
Handbook, which is posted on the Company's Intranet.

         If you are uncertain about the legal constraints on your purchase or
sale of any Company securities or the securities of any other company that you
are familiar with by virtue of your relationship with the Company, you should
consult with the Company's Director of Finance or Chief Financial Officer before
making any such purchase or sale.

CONFIDENTIALITY

         Employees, Executive Officers and Board Members must maintain the
confidentiality of confidential information entrusted to them by the Company or
other companies, including our suppliers and customers, except when disclosure
is authorized by a supervisor or legally mandated. Unauthorized disclosure of
any confidential information is prohibited. Additionally, without regard to the
type of information discussed, employees and Executive Officers are prohibited
from taking part in any Internet chat rooms that focus on the Company. Employees
and Executive Officers should take appropriate precautions to ensure that
confidential or sensitive business information, whether it is proprietary to the
Company or another company, is not communicated within the Company except to
employees who have a need to know such information to perform their
responsibilities for the Company. Employees, Executive Officers and Board
Members should be particularly sensitive to inquires regarding or dissemination
of information relating to the Company's intellectual property.

         Third parties may ask you for information concerning the Company.
Employees, Executive Officers and Board Members (other than the authorized
spokespersons referred to below) should not discuss internal Company matters
with, or disseminate internal Company information to, anyone outside the
Company, except as required in the performance of their Company duties and after
an appropriate confidentiality agreement is in place. This prohibition applies
particularly to inquiries concerning the Company from the media, market
professionals (e.g., securities analysts, institutional investors, investment
advisers, brokers and dealers) and security holders. All responses to inquiries
on behalf of the Company must be made only by the Company's authorized
spokespersons. If you receive any inquiries of this nature, you must decline to
comment and refer the inquirer to the Company's Director, Investor Relations.

         You also must abide by any lawful obligations that you have to your
former employer. These obligations may include restrictions on the use and
disclosure of confidential information, restrictions on the solicitation of
former colleagues to work at the Company and non-competition obligations.

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HONEST AND ETHICAL CONDUCT AND FAIR DEALING

         Each employee, Executive Officer and Board Member should endeavor to
deal honestly, ethically and fairly with the Company's suppliers, customers,
competitors and employees. Statements regarding the Company's products and
services should not be untrue, misleading, deceptive or fraudulent. You should
not take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair-dealing practice.

PROTECTION AND PROPER USE OF CORPORATE ASSETS

         All employees, Executive Officers and Board Members should seek to
protect the Company's assets. Theft, carelessness and waste have a direct impact
on the Company's financial performance. Employees, Executive Officers and Board
Members should use the Company's assets and services solely for legitimate
business purposes of the Company and not for any unauthorized personal benefit
or the unauthorized personal benefit of anyone else. This prohibition is
particularly important as it relates to the Company's intellectual property
assets.

         All employees, Executive Officers and Board Members should advance the
Company's legitimate interests when the opportunity to do so arises. You should
not take for yourself personal opportunities that are discovered through your
position with the Company or the use of property or information of the Company.

GIFTS AND GRATUITIES

         Gifts to Government Workers

         The use of Company funds or assets for gifts to or entertainment of
government officials or employees is prohibited, except to the extent such gifts
or entertainment are in compliance with applicable law, nominal in amount (not
to exceed $100 in value or such lesser amount as permitted under applicable
law), and not given in consideration or expectation of any action by the
recipient.

         Receipt of Gifts from Others

         Employees, Executive Officers and Board Members must not accept, or
permit any close relative to accept, any overly lavish gifts, gratuities or
other favors from any customers, suppliers or others doing or seeking to do
business with the Company. However, traditional and customary entertainment
expenses and token gifts that are part of recognizing accomplishments or part of
establishing or fostering a relationship with the Company and facilitating a
better understanding of the Company's business through interaction with Company
personnel are permitted. Such gifts can include, but are not limited to,
invitations to dinners or sporting events, or lucite deal cubes often given by
investment banks after the closing of a transaction. Any gifts that are not of
nominal value should be returned immediately and reported to your supervisor. If
immediate return is not practical, they should be given to the Company for
charitable disposition or such other disposition as the Company believes
appropriate in its sole discretion.

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         Bribes and Kickbacks

         Bribes and kickbacks are criminal acts, strictly prohibited by law. No
Company employee or Executive Officer may offer, give, solicit or receive any
form of bribe or kickback anywhere in the world. Bribes shall be interpreted in
the broadest sense to include any type of preferential treatment secured by
providing, directly or indirectly, an individual or his or her family members or
associates with personal gain in relation to business conducted by or on behalf
of the Company.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS

         Employees, Executive Officers and Board Members must honestly and
accurately report all business transactions. You are responsible for the
accuracy of your records and reports. Accurate information is essential to the
Company's ability to meet legal and regulatory obligations.

         All Company books, records and accounts shall be maintained in
accordance with all applicable regulations and standards and accurately reflect
the true nature of the transactions they record. The financial statements of the
Company shall conform to generally accepted accounting rules and the Company's
accounting policies. No undisclosed or unrecorded account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's books or records for any reason, and no disbursement of corporate
funds or other corporate property shall be made without adequate supporting
documentation.

         It is the policy of the Company to provide full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission and in other public communications.

WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS

         Waivers for Employees

         While some of the policies contained in this Code must be strictly
adhered to and no exceptions can be allowed, in other cases exceptions may be
possible. Any employee who believes that an exception to any of these policies
is appropriate in his or her case should first contact the Vice President of
Human Resources or, in the event that such individual is involved in the matter,
the General Counsel. If the Vice President of Human Resources agrees that an
exception is appropriate, the approval of the General Counsel must be obtained.
The General Counsel shall be responsible for maintaining a complete record of
all requests for exceptions to any of these policies and the disposition of such
requests.

         Waivers for Executive Officers and Board Members

         Any Executive Officer or Board Member who seeks an exception to any of
these policies should contact the Company's General Counsel directly. Any waiver
of this Code for Executive Officers or Board Members or any change to this Code
that applies to Executive Officers or Board Members may be made only by the
Board of Directors of the Company (or to a

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Committee of the Board of Directors, if authorized by the Board of Directors)
and may be publicly disclosed as required by law or Nasdaq regulation.

REPORTING AND COMPLIANCE PROCEDURES

         Every employee, Executive Officer and Board Member has the
responsibility to ask questions, seek guidance, report suspected violations and
express concerns regarding compliance with this Code.

         Employee Reporting and Compliance Procedure

         Any employee who knows or believes that any other employee, Executive
Officer, Board Member or other representative of the Company has engaged or is
engaging in Company-related conduct that violates applicable law or this Code
should report such information to the Vice President of Human Resources or, in
the event that such individual is involved in the matter, to the General Counsel
directly. When the Vice President of Human Resources receives a report of a
violation of this Code, he or she must immediately inform the Company's General
Counsel.

         Executive Officer and Board Member Reporting and Compliance Procedure

         Executive Officers and Board Members who know or believe that any other
employee, Executive Officer, Board Member or other representative of the Company
has engaged or is engaging in Company-related conduct that violates applicable
law or this Code should report such information to the Company's General Counsel
directly.

         General Reporting and Compliance Procedures

         As an alternative to the reporting methods above, employees, Executive
Officers and Board Members may anonymously report violations or suspected
violations at "ethics@tripathimaging.com." This email address is not to be used
for general employee or job-related complaints. Such issues should be directed
to the Human Resources department.

         You may report such conduct openly or anonymously without fear of
retaliation. The Company will not discipline, discriminate against or retaliate
against any employee, Executive Officer or Board Member who reports such conduct
in good faith, whether or not such information is ultimately proven to be
correct, or who cooperates in any investigation or inquiry regarding such
conduct.

         While we prefer that you identify yourself when reporting violations so
that we may follow up with you for additional information, as necessary, you may
leave messages at the above email address anonymously if you wish. Any report
received via the above email address will be forwarded to the Vice President of
Human Resources.

         Upon receipt of an alleged violation of this Code, the Company shall,
as appropriate, (a) evaluate such information, (b) if the alleged violation
involves an Executive Officer or a Board Member, inform the Chief Executive
Officer and Board of Directors of the alleged violation, (c) determine whether
it is necessary to conduct an informal inquiry or a formal investigation and, if
so, initiate such inquiry or investigation and (d) report the results of any

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such inquiry or investigation, together with a recommendation as to disposition
of the matter, to the Chief Executive Officer for action, or if the alleged
violation involves an Executive Officer or a Board Member, report the results of
any such inquiry or investigation to the Board of Directors or a committee
thereof. Employees, Executive Officers and Board Members are expected to
cooperate fully with any inquiry or investigation by the Company regarding an
alleged violation of this Code. Failure to cooperate with any such inquiry or
investigation may result in disciplinary action, up to and including discharge.

         With respect to suspected violations by employees, the Vice President
of Human Resources and the General Counsel shall determine whether violations of
this Code have occurred and, if so, shall determine the disciplinary measures to
be taken. In the event that the alleged violation involves an Executive Officer
or a Board Member, the Chief Executive Officer and the Board of Directors (or a
committee thereof), respectively, shall determine whether a violation of this
Code has occurred and, if so, shall determine the disciplinary measures to be
taken against such Executive Officer or Board Member.

         Failure to comply with the standards outlined in this Code will result
in disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary, discharge
and restitution. Certain violations of this Code may require the Company to
refer the matter to the appropriate criminal or civil authorities for
investigation or prosecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.

CONCERNS REGARDING ACCOUNTING OR AUDIT MATTERS

         Employees with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish (at
auditcommittee@tripathimaging.com), submit such concerns or complaints to the
Chief Financial Officer, the General Counsel or directly to the Audit Committee,
as described in the Company's Policy on Providing Information with Respect to
Alleged Suspected Corporate and Accounting/Auditing Irregularities, which can be
found in the Employee Handbook, which is posted on the Company's Intranet.

         The Audit Committee will evaluate the merits of any complaints received
by it and authorize such follow-up actions, if any, as it deems necessary or
appropriate to address the substance of the complaint.

         The Company will not discipline, discriminate against or retaliate
against any employee who reports a complaint or concern (unless the employee is
found to have knowingly and willfully made a false report).

DISSEMINATION AND AMENDMENT

         This Code shall be distributed to each employee, Executive Officer and
Board Member of the Company. All employees, Executive Officers and Board Members
shall be required to certify that he or she has received, read and understood
the Code and has complied with its terms

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by completing the attached certification and forwarding it to the Vice President
of Human Resources.

         The Company reserves the right to amend, alter or terminate this Code
at any time for any reason. The most current version of this Code can be found
in the Employee Handbook, which is posted on the Company's Intranet.

         This document is not an employment contract between the Company and any
of its employees, Executive Officers or Board Members and does not alter the
Company's at-will employment policy.

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                                  CERTIFICATION

I, ______________________________ do hereby certify that:
         (Print Name Above)

         1.       I have received and carefully read the Code of Business
Conduct and Ethics of TriPath Imaging, Inc.

         2.       I understand the Code of Business Conduct and Ethics.

         3.       I have complied and will continue to comply with the terms of
the Code of Business Conduct and Ethics.

Date:  __________________________           __________________________________
                                                       (Signature)

EACH EMPLOYEE, EXECUTIVE OFFICER AND BOARD MEMBER IS REQUIRED TO SIGN, DATE AND
RETURN THIS CERTIFICATION TO THE HUMAN RESOURCES DEPARTMENT WITHIN 30 DAYS OF
ISSUANCE. FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.

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                   CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER

                          AND SENIOR FINANCIAL OFFICERS

         TriPath Imaging, Inc. (the "Company") has a Code of Business Conduct
and Ethics applicable to all Board Members, Executive Officers and employees of
the Company (as such terms are defined in the Code). The Chief Executive Officer
and all senior financial officers, including the Chief Financial Officer, are
bound by the provisions set forth therein relating to ethical conduct, conflicts
of interest and compliance with law. In addition to the Code of Business Conduct
and Ethics, the Chief Executive Officer and senior financial officers are
subject to the following additional specific policies:

         1.       The Chief Executive Officer and all senior financial officers
                  are responsible for full, fair, accurate, timely and
                  understandable disclosure in the periodic reports required to
                  be filed by the Company with the Securities and Exchange
                  Commission. Accordingly, it is the responsibility of the Chief
                  Executive Officer and each senior financial officer promptly
                  to bring to the attention of the Chair of the Audit Committee
                  or Chief Executive Officer any material information of which
                  he or she may become aware that affects the disclosures made
                  by the Company in its public filings or otherwise assist the
                  Chair of the Audit Committee or Chief Executive Officer in
                  fulfilling his responsibility to, among other things, assist
                  the Company in designing and evaluating its disclosure
                  controls and procedures.

         2.       The Chief Executive Officer and each senior financial officer
                  shall promptly bring to the attention of the Chair of the
                  Audit Committee any information he or she may have concerning
                  (a) significant deficiencies in the design or operation of
                  internal controls that could adversely affect the Company's
                  ability to record, process, summarize and report financial
                  data or (b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the Company's financial reporting, disclosure or internal
                  controls.

         3.       The Chief Executive Officer and each senior financial officer
                  shall promptly bring to the attention of the General Counsel
                  or the Chief Financial Officer any information he or she may
                  have concerning any violation of the Company's Code of
                  Business Conduct and Ethics, including any actual or apparent
                  conflicts of interest between personal and professional
                  relationships, involving any management or other employees who
                  have a significant role in the Company's financial reporting,
                  disclosures or internal controls.

         4.       The Chief Executive Officer and each senior financial officer
                  shall promptly bring to the attention of the General Counsel
                  or the Chief Financial Officer any information he or she may
                  have concerning evidence of a material violation of the
                  securities or other laws, rules or regulations applicable to
                  the Company and the operation of its business, by the Company
                  or any agent thereof, or of violation of the Code of Business
                  Conduct of Ethics or of these additional procedures.

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         5.       The Board of Directors (or a committee thereof with delegated
                  authority) shall determine, or designate appropriate persons
                  to determine, appropriate actions to be taken in the event of
                  violations of the Code of Business Conduct and Ethics or of
                  these additional procedures by the Chief Executive Officer or
                  the Company's senior financial officers. Such actions shall be
                  reasonably designed to deter wrongdoing and to promote
                  accountability for adherence to the Code of Business Conduct
                  and Ethics and to these additional procedures, and shall
                  include written notices to the individual involved that the
                  Board has determined that there has been a violation, censure
                  by the Board, demotion or re-assignment of the individual
                  involved, suspension with or without pay or benefits (as
                  determined by the Board) and termination of the individual's
                  employment. In determining what action is appropriate in a
                  particular case, the Board of Directors or such designee shall
                  take into account all relevant information, including the
                  nature and severity of the violation, whether the violation
                  was a single occurrence or repeated occurrences, whether the
                  violation appears to have been 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.

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