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                                                                    EXHIBIT 11.1

                             IONA TECHNOLOGIES PLC

                      CODE OF BUSINESS CONDUCT AND ETHICS

                            A MESSAGE FROM THE BOARD

            At IONA Technologies PLC (the "Company"), we believe that conducting
business ethically is critical to our long-term success. Ethics, integrity, and
honesty are the core of the Company's values and the foundations upon which we
build our reputation and our competitive excellence.

            We expect every director, officer, and employee to practice the
highest standards of conduct in every business relationship - within the Company
and with our customers, business partners, and competitors.

            It is important that each officer, director and employee of the
Company clearly understands and abides by the Company's commitment to ethics,
integrity, and honesty. We must comply with applicable laws, rules and
regulations in all aspects of our operations. Our steadfast commitment to the
highest professional standards is also essential to our continued success.

            To that end, the Board of Directors of the Company has adopted this
Code of Business Conduct and Ethics.

                                  INTRODUCTION

            This Code of Business Conduct and Ethics (the "Code") applies to all
directors, officers, and employees of the Company and its subsidiaries. The
Company has issued this Code to deter wrongdoing and to promote:

-     honest and ethical conduct by everyone associated with the Company,
      including the ethical handling of actual or apparent conflicts of
      interest;

-     full, fair, accurate, timely, and understandable disclosure in reports and
      documents that the Company submits to the United States Securities and
      Exchange Commission ("SEC"), the Irish Stock Exchange, other regulatory
      bodies, and in the Company's other public communications;

-     compliance with applicable governmental laws, rules, and regulations;

-     the prompt internal reporting of any violations of this Code to the
      appropriate person at the Company; and

-     accountability for adherence to the Code.

            The effectiveness of this Code depends in part on the cooperation of
all directors, officers, and employees in promptly disclosing to the designated
persons within the Company any conduct believed to violate the standards
described in this Code. The Company has established procedures to ensure that
you may report any suspected violations, anonymously if you so wish (discussed
in "Reporting and Enforcement Mechanisms" below). The Company expressly
prohibits retaliation of any kind against anyone who in good faith reports
suspected misconduct.

            The Company seeks to foster a culture of compliance with applicable
laws, rules, and regulations and the highest standards of business conduct.
Everyone at the Company shall promote this culture of compliance. Suspected
violations of this Code or applicable laws, rules or regulation must be
reported, and the Company will take appropriate steps to investigate them
internally. Violators shall be subject to discipline in accordance with the
Company's disciplinary policies, as deemed appropriate by the Company in its
sole discretion.

            This Code is neither a contract nor a comprehensive manual that
covers every situation you might encounter. This Code creates no contractual
rights. If you have any questions about the provisions of this Code, or about
how you should conduct yourself in a particular situation, you should consult
your manager; the Company's Compliance Officer, whose identity is posted at all
times on the Company's main internal website home page; or a member of the
Company's Law Department.
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                              STANDARDS OF CONDUCT

            You must ensure that any financial, business, or other activities in
which you are involved outside the workplace are free of conflicts with your
responsibilities to the Company. A "conflict of interest" may occur when your
private interest in any way interferes - or even appears to interfere - with the
interests of the Company. A conflict situation can arise when a person has
interests that may impair the objective performance of his or her duties to the
Company. Conflicts of interest may also arise when a person (or his or her
family member) receives improper personal benefits as a result of his or her
position in the Company.

            You must disclose any matter that you believe might raise doubt
regarding your ability to act objectively and in the Company's best interest.
The following is a non-exhaustive list of examples of situations involving
potential conflicts of interest that should be disclosed:

-     using Company assets, intellectual property, or other resources for
      personal gain;

-     accepting anything of more than nominal value - such as gifts, discounts,
      or compensation - from an individual or entity that does or seeks to do
      business with the Company;

-     employment by or acting independently as a consultant to a Company
      competitor, customer, or supplier;

-     directing Company business to any entity in which an employee or close
      family member has a substantial interest;

-     owning, or owning a substantial interest in, any Company competitor,
      customer, or supplier; and

-     any Company loan to any employee, officer, or director, or Company
      guarantee of any personal obligation.

            Directors and officers shall disclose any actual or apparent
conflict situation to the Compliance Officer and the Nominating and Corporate
Governance Committee (see "Reporting and Enforcement Mechanisms" below).
Employees who are not officers shall disclose all such situations of which they
are aware to an appropriate manager, or to the Compliance Officer. All managers
who receive such reports must forward them promptly to the Compliance Officer.

            Members of the Company's Board of Directors must obtain approval
from the Nominating and Corporate Governance Committee before accepting any
position as an officer or director of any outside business concern.

            The Company's officers and employees must obtain necessary approvals
before accepting (i) any position as an officer or director of an outside
business concern, or (ii) any position as an officer or director of a
not-for-profit entity if there is or may be a Company business relationship with
the entity or an expectation of financial or other support from the Company. The
Company's officers must obtain such approvals from the Nominating and Corporate
Governance Committee; other employees must obtain such approvals from the
Compliance Officer.

            Directors, officers and employees who have obtained such approvals
must promptly notify the appropriate persons specified above in the event of any
change in the nature of such business concern's or entity's relationship with
the Company or if such concern or entity later becomes a competitor of the
Company.

            CORPORATE OPPORTUNITIES

            You owe a duty to the Company to advance its legitimate interests.
Thus you may not (i) take for yourself corporate opportunities that are
discovered through the use of Company property, information or position, without
first offering such opportunities to the Company; (ii) use corporate property,
information, or position for personal gain; or (iii) compete with the Company.

            The Company's directors and officers must adhere to their
fundamental duties of good faith, due care, and loyalty owed to all
shareholders, and to act at all times with the Company's and its shareholders'
best interests in mind.
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            CONFIDENTIALITY

            You must maintain the confidentiality of sensitive business,
technical, or other information entrusted to you by the Company, its customers,
or business partners, except when disclosure is authorized or legally mandated.
Confidential information includes all non-public information that might be of
use to competitors or harmful to the Company, its customers, or business
partners if disclosed. This obligation is in addition to the requirements of any
confidentiality agreement that you may have entered into with the Company.

            FAIR DEALING

            You must act fairly, honestly, and in good faith in any dealings on
behalf of the Company with any of its customers, suppliers, competitors,
employees, and all others. You may not take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair dealing.

            PROTECTION AND PROPER USE OF COMPANY ASSETS

            You must protect and seek to ensure the efficient use of Company
assets. You should protect against the improper disclosure, theft, or misuse of
the Company's intellectual and physical property.

            Company assets should be used only for the Company's legitimate
business purposes. The content of the Company's electronic communication
infrastructure (e-mail, voicemail, Internet access) is not protected by any
right of personal privacy, and the Company can access and monitor it at any time
without notice.

            COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

            The Company is committed to compliance with applicable laws, rules,
and regulations. The Company also maintains separate, policies regarding such
matters as insider trading, fair employment practices, and sexual harassment
that can be obtained through the Company Compliance Officer.

            Each and every director, officer, and employee must comply with the
law. Questions or concerns about compliance issues should be raised by any of
the means indicated under "Reporting and Enforcement Mechanisms" below.

            FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURES

            The Company strives to ensure that all records and financial reports
are accurate, complete, understandable, and not misleading. The Company is
committed to complying with applicable laws requiring the fair and timely
disclosure of material information and ensuring the accuracy of publicly
disseminated information. To that end, the Company maintains internal controls
and procedures designed to provide reasonable assurance of the safeguarding and
proper management of the Company's assets; the reliability of its financial
reporting in compliance with generally accepted accounting principles; and
compliance with applicable laws and regulations. The Company is committed to
maintaining disclosure controls and procedures designed to ensure that financial
and non-financial information is collected, analyzed, and timely reported in
full compliance with applicable law.

            If you obtain information causing you to believe that the Company's
books or records are not being maintained, or that its financial condition or
results of operations are not being disclosed, in accordance with these controls
and procedures, you must report the matter directly by any of the means
indicated under "Reporting and Enforcement Mechanisms" below.

                      REPORTING AND ENFORCEMENT MECHANISMS

            Among your most important responsibilities in this Company are the
obligations to (1) comply with this Code and all applicable laws, rules, and
regulations, and (2) promptly report any situation or conduct you believe may
constitute a possible violation of the Code or the law.
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            If you should learn of a potential or suspected violation of the
Code, you have an obligation to report promptly the relevant information to one
of the persons listed below. You may address questions about ethics issues and
raise any concerns about a possible violation of the Code or applicable law to:

-     a manager;

-     the Company Compliance Officer; and/or

-     a member of the Company's Law Department.

            Frequently, a manager will be in the best position to resolve the
issue quickly. However, you may also raise any question or concern with any of
the other persons listed above. You may do so orally or in writing and, if
preferred, anonymously (via the anonymous reporting mechanism located on the
Company's main internal website home page).

            If the issue or concern relates to the internal accounting controls
of the Company or any auditing matter, you may report it anonymously to any
member of the Audit Committee or the Compliance Officer, pursuant to the
procedures established by the Audit Committee (also via the anonymous reporting
mechanism located on the Company's main internal website home page).

                           POLICY AGAINST RETALIATION

            The Company will not tolerate retaliation in any form against any
person who in good faith reports suspected violations of the Code or any laws,
rules or regulations, voices other ethical concerns, or who is involved on the
Company's behalf in investigating or helping to resolve any such issue. Anyone
found to have retaliated against another employee for any such conduct may be
subject to discipline in accordance with the Company's disciplinary policies. If
you believe you have been subjected to such retaliation, you should report the
situation as soon as possible to the Compliance Officer, the Human Resources
Department, or to a member of the Company's Law Department.

                            PENALTIES FOR VIOLATIONS

            The Company is committed to taking prompt and consistent action in
response to violations of this Code. Any director, officer or employee of the
Company who violates the Code is subject to disciplinary action in accordance
with the Company's disciplinary policies. The Company will promptly investigate
reports of suspected violations. It will evaluate suspected violations on a
case-by-case basis and apply an appropriate sanction, including, in its sole
discretion, reporting the violation to authorities.

                               WAIVER/AMENDMENTS

            Only the Board of Directors may waive application of or amend any
provision of this Code. A request for such a waiver should be submitted in
writing to the Board of Directors, or a Committee of the Board of Directors
designated for this purpose, for its consideration. The Board of Directors will
promptly disclose to investors, by means of a filing with the SEC not later than
the next periodic report of the Company on Form 20-F (or, if ever applicable, on
Form 8-K, Form 10-K or Form 10-Q, as required) of the Company, all substantive
amendments to the Code as well as all waivers of the Code granted to directors
or officers, including the reasons for such waivers.
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                             IONA TECHNOLOGIES PLC

                 RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

      I have received a copy of the Company's Code of Business Conduct and
Ethics (the "Code") and acknowledge I have read and understand its contents. I
understand my obligation to comply with this Code and with the law, and my
obligation to report to appropriate personnel within the Company any and all
suspected violations of this Code or of applicable laws, rules, or regulations.
I understand that the Company expressly prohibits any director, officer, or
employee from retaliating against any other such person for reporting suspected
violations of the Code or of any laws, rules or regulations. I am familiar with
all the resources that are available if I have questions about specific conduct,
Company policies, or applicable laws, rules, or regulations.

      If I am an employee, I further understand that nothing contained in this
Code may be construed as creating a promise of future benefits or a binding
contract with the Company for employment, benefits or for any other purpose.



Printed Name: ______________________________________________


Signature: _________________________________________________


Position: __________________________________________________


Date: ______________________________________________________



Please sign and date this receipt and return it to the Compliance Officer.