Exhibit 14.1
                                 CODE OF ETHICS
                           BERKELEY TECHNOLOGY LIMITED
                  (for Senior Financial Officers in accordance
          with the Sarbanes-Oxley Corporate Responsibility Act of 2002)


     It is the policy of Berkeley  Technology  Limited  (the  Company)  that its
employees,  directors and agents are held to the highest standards of honest and
ethical  conduct.  Because the capital stock of the Company is publicly  listed,
Senior  Financial  Officers of the Company are held to an especially high set of
ethical  standards,  described below.  Senior Financial  Officers of the Company
will not commit acts contrary to these standards of ethical  conduct,  nor shall
they condone the commission of such acts by others.  Senior  Financial  Officers
subject to this Code of Ethics  are  defined as the  Company's  Chief  Executive
Officer,  the Chief Financial Officer,  the Controller,  and all other executive
officers  of the  Company,  or any  person  serving in an  equivalent  position,
regardless of whether or not they are  designated  as executive  officers by the
Company.

     The Board of Directors of the Company has adopted this Code of Ethics to:

     promote  honest and ethical  conduct,  including  the  ethical  handling of
     actual or apparent conflicts of interest;

     promote the full, fair, accurate,  timely and understandable  disclosure of
     the Company's  financial  results in accordance with applicable  disclosure
     standards, including, where appropriate, standards of materiality;

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

     require  prompt  internal  reporting  of breaches of, and  accountable  for
     adherence to this Code of Ethics.

     Each  Senior  Financial  Officer  owes a duty to the  Company  to act  with
integrity.  Integrity  requires,  among other  things,  being honest and candid.
Deceit,   dishonesty  and  subordination  of  principle  are  inconsistent  with
integrity.  Service to the Company should never be subordinated to personal gain
and advantage. Specifically, each Senior Financial Officer must:

          Act with  integrity,  including  being  honest and candid  while still
          maintaining the  confidentiality of Company information where required
          or in the Company's interests.

          Observe, fully, applicable governmental laws, rules and regulations.

          Comply with the  requirements  of applicable  accounting  and auditing
          standards and Company  policies in the  maintenance of a high standard
          of accuracy and completeness in the Company's financial records.

          Adhere to a high standard of business ethics and not seek  competitive
          advantage through unlawful or unethical  business  practices.

          Avoid conflicts of interest wherever possible.  Anything that would be
          a conflict for a Senior  Financial  Officer will also be a conflict if
          it is related to a member of his or her family or a close relative.

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          Avoid usurping a corporate opportunity, without full disclosure to the
          Company,  on terms no less burdensome to the Company than arm's-length
          transactions, and subject to Board approval.


     The Company strives to ensure that the contents of, and the disclosures in,
the reports and  documents  filed with the  Securities  and Exchange  Commission
("SEC") and other public  communications shall be full, fair,  accurate,  timely
and understandable in accordance with applicable disclosure standards, including
standards of materiality,  where appropriate. Each Senior Financial Officer must
not knowingly  misrepresent,  or cause others to  misrepresent,  facts about the
Company  to  others,  whether  within or  outside  the  Company,  including  the
Company's  independent  auditors,   governmental   regulators,   self-regulating
organizations  and other  governmental  officials,  as appropriate.  Each Senior
Officer  shall,  in his or her  area  of  responsibility,  properly  review  and
critically analyze proposed disclosures for accuracy and completeness.

     It is the Company's policy to comply with all applicable governmental laws,
rules  and  regulations.  It is  the  personal  responsibility  of  each  Senior
Financial  Officer to adhere to the standards and restrictions  imposed by those
laws, rules and regulations, including those relating to accounting and auditing
matters.

     The Audit Committee of the Company is responsible for applying this Code to
specific  situations  in  which  questions  as are  presented  to it and has the
authority  to  interpret  this  Code in any  particular  situation.  Any  Senior
Financial  Officer who becomes aware of any existing or potential breach of this
Code is required to notify the Audit Committee Chairman  promptly.  Furthermore,
any form of  retaliation  against an employee for reports of potential or actual
violations is prohibited. The Audit Committee is empowered to take all action it
considers  appropriate to investigate  any breaches  reported to it. If a breach
has occurred,  the Company will take such  disciplinary or preventive  action as
the Board of Directors  deems  appropriate,  after  consultation  with the Audit
Committee.

     Any  changes  to or  waivers  of this Code may be made only by the Board of
Directors after  consultation  with the Audit Committee.  Any changes or waivers
shall be disclosed in the Company's  annual report on Form 10-K, or otherwise as
may be required or permitted by law.