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                                                                      Exhibit 11








                                GIGAMEDIA LIMITED



                       CODE OF BUSINESS CONDUCT AND ETHICS


                            -------------------------


                          ADOPTED AS OF APRIL 21, 2004





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Dear Colleagues:

          The good name and reputation of GigaMedia Limited (the "Company") are
a result of the dedication and hard work of all of us. Together, we are
responsible for preserving and enhancing this reputation, a task that is
fundamental to our continued well-being. Our goal is not just to comply with the
laws and regulations that apply to our business; we also strive to abide by the
highest principles of business conduct and ethics.

          We set forth in the succeeding pages the Company's Code of Business
Conduct and Ethics (the "Code"). The purpose of the Code is to reinforce and
enhance the Company's commitment to an ethical way of doing business. The
contents of the Code are not new, however. The policies set forth here are part
of the Company's long-standing tradition of high ethical standards.

          All employees, consultants, officers and directors are expected to
comply with the policies set forth in this Code. As a Singapore company, it goes
without saying that we must comply with Singapore law. In addition, you must
abide by applicable law in the country where you are located. In some instances,
there may be a conflict between the applicable laws of two or more countries. If
you encounter such a conflict, or if a local law conflicts with a policy set
forth in this Code, you should consult with the General Counsel to determine the
appropriate course of action.

          Read the Code carefully and make sure that you understand it and the
consequences of non-compliance. If you have any questions, speak to your
supervisor, the General Counsel or any of the other resources identified in this
booklet. The Code cannot and is not intended to cover every applicable law or
provide answers to all questions that might arise; for that we must ultimately
rely on each person's good sense of what is right, including a sense of when it
is proper to seek guidance from others on the appropriate course of conduct.

          We at the Company are committed to providing the best and most
competitive products and services to our customers and clients. Adherence to the
policies set forth in the Code will help us achieve this goal.



                                                     Sincerely,





                                                     Chairman

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                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                        <C>
PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK..................    1
  About the Code of Business Conduct and Ethics..........................    1
  Meeting Our Shared Obligations.........................................    1
RESPONSIBILITY TO OUR ORGANIZATION.......................................    1
  Conflicts of Interest..................................................    1
    Improper Personal Benefits from the Company..........................    1
    Financial Interests in Other Businesses..............................    2
    Business Arrangements with the Company...............................    2
    Outside Employment or Activities with a Competitor...................    2
    Outside Employment with a Customer or Supplier.......................    2
    Corporate Opportunities..............................................    2
    Charitable, Government and Other Outside Activities..................    3
    Family Members Working in the Industry...............................    3
  Protection and Proper Use of Company Assets............................    3
  Company Books and Records..............................................    3
  Record Retention.......................................................    4
  Confidential Information...............................................    4
  Insider Trading........................................................    5
  Trademarks, Copyrights and Other Intellectual Property.................    6
    Trademarks...........................................................    6
    Copyright Compliance.................................................    6
    Intellectual Property Rights of Others...............................    6
  Computer and Communication Resources...................................    7
  Responding to Inquiries from the Press and Others......................    7
FAIR DEALING.............................................................    8
  Antitrust Laws.........................................................    8
  Conspiracies and Collaborations Among Competitors......................    8
  Distribution Issues....................................................    9
  Penalties..............................................................    9
  Gathering Information About the Company's Competitors..................   10
RESPONSIBILITY TO OUR PEOPLE.............................................   10
  Respecting One Another.................................................   10
  Privacy................................................................   10
  Equal Employment Opportunity and Nondiscrimination.....................   11
  Sexual and Other Forms of Harassment...................................   11
    Other Forms of Harassment............................................   11
    Reporting Responsibilities and Procedures............................   12
  Safety in the Workplace................................................   12
    Weapons and Workplace Violence.......................................   12
    Drugs and Alcohol....................................................   13
INTERACTING WITH GOVERNMENT..............................................   13
  Prohibition on Gifts to Government Officials and Employees.............   13
  Political Contributions and Activities.................................   13
    Lobbying Activities..................................................   13
  Bribery of Foreign Officials...........................................   14
IMPLEMENTATION OF THE CODE...............................................   14
  Seeking Guidance.......................................................   14
  Reporting Violations...................................................   14
</TABLE>

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<TABLE>
<S>                                                                        <C>
  Investigations of Suspected Violations.................................   15
  Reports Regarding Accounting Issues....................................   15
  Discipline for Violations..............................................   15
  A Framework for Approaching Questions and Problems.....................   15
  Waivers of the Code....................................................   16
  No Rights Created......................................................   16
</TABLE>

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PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK

ABOUT THE CODE OF BUSINESS CONDUCT AND ETHICS

We at the Company are committed to the highest standards of business conduct in
our relationships with each other and with our customers and clients, suppliers,
shareholders and others. This requires that we conduct our business in
accordance with all applicable laws and regulations and in accordance with the
highest standards of business ethics. The Company's Code of Business Conduct and
Ethics helps each of us in this endeavor by providing a statement of the
fundamental principles and key policies and procedures that govern the conduct
of our business.

Our business depends on the reputation of the Company and its employees for
integrity and principled business conduct. Thus, in many instances, the policies
referenced in this Code go beyond the requirements of the law.

The Code is a statement of policies for individual and business conduct and does
not, in any way, constitute an employment contract or an assurance of continued
employment. As employees of the Company, we are employed at-will except when we
are covered by an express, written employment agreement. This means that you may
choose to resign your employment at any time, for any reason or for no reason at
all. The Company may choose to terminate your employment at any time, for any
reason permitted under the laws in the country where you are employed.

MEETING OUR SHARED OBLIGATIONS

Each of us is responsible for knowing and understanding the policies and
guidelines contained in the following pages. If you have questions, ask them; if
you have ethical concerns, raise them. The General Counsel, who is responsible
for overseeing and monitoring compliance with this Code, and the other company
resources set forth in this Code are available to answer your questions and
provide guidance and for you to report suspected misconduct. Our conduct should
reflect the Company's values, demonstrate ethical leadership, and promote a work
environment that upholds the Company's reputation for integrity, ethical conduct
and trust.

RESPONSIBILITY TO OUR ORGANIZATION

We are all expected to dedicate our best efforts to advancing the Company's
interests and to make decisions that affect the Company using objective and
independent standards.

CONFLICTS OF INTEREST

A conflict of interest occurs when your private interests interfere in any way,
or even appear to interfere, with the interests of the Company as a whole. A
conflict situation can arise when you take actions or have interests that make
it difficult for you to perform your company work objectively and effectively.
Your obligation to conduct the Company's business in an honest and ethical
manner includes the ethical handling of actual or apparent conflicts of interest
between personal and business relationships, including full disclosure of such
conflicts. Although we cannot list every conceivable conflict, following are
some common examples that illustrate actual or apparent conflicts of interest
that should be avoided:

IMPROPER PERSONAL BENEFITS FROM THE COMPANY


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Conflicts of interest arise when an employee, officer or director, or a member
of his or her family, receives improper personal benefits as a result of his or
her position in the Company. You may not accept any benefits from the Company
that have not been authorized and approved pursuant to Company policy and
procedure, including any Company loans or guarantees of your personal
obligations. The Company will not make any personal loans to, nor guarantee the
personal obligations of, directors and executive officers.

FINANCIAL INTERESTS IN OTHER BUSINESSES

You may not own an interest in a company that competes with the Company. You may
not own an interest in a company that does business with the Company (such as a
Company customer or supplier) without the prior written approval of the General
Counsel. Executive officers and members of the Board must obtain the written
approval of the Audit Committee of the Board of Directors before making any such
investment. However, it is not typically considered a conflict of interest (and
therefore, prior approval is not required) to make investments of no more than
one percent (1%) of the outstanding equity securities of competitors, customers
or suppliers that are public companies (in other words, companies with stock
listed on a national or international securities exchange), so long as the
interest is not so significant that it would affect your decisions on behalf of
the Company.

BUSINESS ARRANGEMENTS WITH THE COMPANY

Without prior written approval from the General Counsel you may not participate
in a joint venture, partnership or other business arrangement with the Company.
Executive officers and members of the Board must obtain the prior written
approval of the chairman of the Audit Committee of the Board of Directors and
otherwise be in compliance with the Company's memorandum and articles of
association before participating in such an arrangement.

OUTSIDE EMPLOYMENT OR ACTIVITIES WITH A COMPETITOR

Simultaneous employment with or serving as a director of a competitor of the
Company is strictly prohibited, as is any activity that is intended to or that
you should reasonably expect to advance a competitor's interests. You may not
market products or services in competition with the Company's current or
potential business activities. It is your responsibility to consult with the
General Counsel to determine whether a planned activity will compete with any of
the Company's business activities before you pursue the activity in question.

OUTSIDE EMPLOYMENT WITH A CUSTOMER OR SUPPLIER

Without prior written approval from the General Counsel, you may not be a
customer or client or be employed by, serve as a director of, or represent a
customer of the Company. Similarly, without prior written approval from the
General Counsel, you may not be a supplier or be employed by, serve as a
director of, or represent a supplier to the Company. Executive officers and
members of the Board must obtain the prior written approval of the Chairman of
the Audit Committee of the Board of Directors and otherwise be in compliance
with the Company's memorandum and articles of association before participating
in such an arrangement.

CORPORATE OPPORTUNITIES

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We each owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises. If you learn of a business or investment
opportunity through the use of corporate property or information or your
position at the Company, such as from a competitor or actual or potential
customer, supplier or business associate of the Company, you may not participate
in the opportunity or make the investment without the prior written approval of
the General Counsel. Such an opportunity should be considered an investment
opportunity for the Company in the first instance. You may not use corporate
property or information or your position at the Company for improper personal
gain, and you may not compete with the Company.

CHARITABLE, GOVERNMENT AND OTHER OUTSIDE ACTIVITIES

The Company encourages all employees to participate in projects and causes that
further the welfare of our local communities. However, you must obtain the prior
written approval of the General Counsel before serving as a director or trustee
of any charitable, not-for-profit, for-profit, or other entity or before running
for election or seeking appointment to any government-related position.
Executive officers and members of the Board must obtain the prior written
approval of the Audit Committee of the Board of Directors.

FAMILY MEMBERS WORKING IN THE INDUSTRY

You may find yourself in a situation where your spouse or significant other,
your children, parents, or in-laws, or someone else with whom you have a
familial relationship is a competitor, supplier or customer of the Company or is
employed by one. Such situations are not prohibited, but they call for extra
sensitivity to security, confidentiality and conflicts of interest. You must
disclose any such situation to the General Counsel to assess the nature and
extent of any concern and how it can be resolved. In some instances, any risk to
the Company's interests is sufficiently remote that the General Counsel may only
remind you to guard against inadvertently disclosing the Company's confidential
information and not to be involved in decisions on behalf of the Company that
involve the other company.

PROTECTION AND PROPER USE OF COMPANY ASSETS

We each have a duty to protect the Company's assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Company's
profitability. We should take measures to prevent damage to and theft or misuse
of Company property. Any suspected incidents of fraud or theft should be
immediately reported to our Administration Department for investigation.

When you leave the Company, all Company property must be returned to the
Company. Except as specifically authorized by the Company, Company assets,
including Company time, equipment, materials, resources and proprietary
information, must be used for legitimate business purposes only, though
incidental personal use (such as, for example, of Company electronic mail and
telephones) may be permitted. However, you should be aware that even personal
messages on the Company's computer and telephone systems are Company property,
and you should therefore have no expectation of personal privacy in connection
with your use of these resources.

COMPANY BOOKS AND RECORDS

It is Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws and regulations in all reports
and documents that the

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Company files with, or submits to, the U.S. Securities and Exchange Commission,
any regulatory authority in Singapore, including but not limited to the
Singapore Registry of Companies and Businesses and in all other public
communications made by the Company. You must complete all Company documents
accurately, truthfully, and in a timely manner, including all travel and expense
reports. When using business expense accounts, you must document and record all
information accurately. If you are not sure whether a certain expense is
legitimate, ask your supervisor or the appropriate financial officer.

When applicable, documents must be properly authorized. You must record the
Company's financial activities in compliance with all applicable laws and
accounting practices and the Company's system of internal controls. The making
of false or misleading entries, records or documentation is strictly prohibited.
You must never create a false or misleading report or make a payment or
establish an account on behalf of the Company with the understanding that any
part of the payment or account is to be used for a purpose other than as
described by the supporting documents.

Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies to e-mail,
internal memos, formal reports and all other business communications.

RECORD RETENTION

In the course of its business, the Company produces and receives large numbers
of records. Numerous laws require the retention of certain Company records for
various periods of time. The Company is committed to compliance with all
applicable laws and regulations relating to the preservation of records. Under
no circumstances are Company records to be destroyed selectively or to be
maintained outside Company premises or designated storage facilities.

If you learn of a subpoena or a pending or contemplated litigation or government
investigation, you should immediately contact the General Counsel. You must
retain and preserve ALL records that may be responsive to the subpoena or
relevant to the litigation or that may pertain to the investigation until you
are advised by the General Counsel as to how to proceed. You must not destroy
any such records in your possession or control. You must also affirmatively
preserve from destruction all relevant records that without intervention would
automatically be destroyed or erased (such as e-mails and voicemail messages).
Destruction of such records, even if inadvertent, could seriously prejudice the
Company. If you have any questions regarding whether a particular record
pertains to a pending or contemplated investigation or litigation or may be
responsive to a subpoena or regarding how to preserve particular types of
records, you should preserve the records in question and ask the General Counsel
for advice.

CONFIDENTIAL INFORMATION

All employees may learn, to a greater or lesser degree, facts about the
Company's business, plans, operations or "secrets of success" that are not known
to the general public or to competitors. The advantages we derive from
information we consider proprietary or sensitive is critical to the success of
the Company. Sensitive information such as customer data, the terms offered or
prices charged to particular customers, marketing or strategic plans or design,
product specifications and production processes and techniques are examples of
the Company's confidential information or trade secrets. Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if

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disclosed. During the course of performing your responsibilities, you may obtain
information concerning possible transactions with other companies or receive
confidential information concerning other companies, such as our customers,
which the Company may be under an obligation to maintain as confidential.

You must maintain the confidentiality of information entrusted to you by the
Company or its customers, except when disclosure is authorized or legally
mandated. Employees who possess or have access to confidential information or
trade secrets must:

     o    Not use the information for their own benefit or the benefit of
          persons inside or outside the Company.

     o    Carefully guard against disclosure of that information to people
          outside the Company. For example, you should not discuss such matters
          with family members or business or social acquaintances or in places
          where the information may be overheard, such as taxis, public
          transportation, elevators or restaurants.

     o    Not disclose confidential information to another Company employee
          unless the employee needs the information to carry out business
          responsibilities.

Confidentiality Agreements are commonly used when the Company needs to disclose
confidential information to suppliers, consultants, joint venture participants,
or others. A Confidentiality Agreement puts the person receiving confidential
information on notice that he or she must maintain the secrecy of such
information. If, in doing business with persons not employed by the Company, you
foresee that you may need to disclose confidential information, you should call
the General Counsel and discuss the utility of entering into a Confidentiality
Agreement.

Your obligation to treat information as confidential does not end when you leave
the Company. Upon the termination of your employment, you must return everything
that belongs to the Company, including all documents and other materials
containing Company and customer confidential information. You must not disclose
confidential information to a new employer or to others after ceasing to be a
Company employee.

You may not disclose your previous employer's confidential information to the
Company. Of course, you may use general skills and knowledge acquired during
your previous employment.

INSIDER TRADING

You are prohibited by Company policy and the law from buying or selling
securities of the Company at a time when in possession of "material non-public
information." This conduct is known as "insider trading." Passing such
information on to someone who may buy or sell securities - known as "tipping" -
is also illegal. The prohibition applies to Company securities and to securities
of other companies if you learn material non-public information about other
companies, such as the Company's customers, in the course of your duties for the
Company.

Information is "material" if (a) there is a substantial likelihood that a
reasonable investor would find the information "important" in determining
whether to trade in a security; (b) the information would, or would be likely
to, influence persons who commonly invest in securities in deciding whether or
not to subscribe for, buy or sell securities; or (c) the information, if made
public, likely would affect the market price of a company's securities. Examples
of types of material information include

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unannounced dividends, earnings, financial results, new or lost contracts or
products, sales results, important personnel changes, business plans, possible
mergers, acquisitions, divestitures or joint ventures, important litigation
developments, and important regulatory, judicial or legislative actions.
Information may be material even if it relates to future, speculative or
contingent events and even if it is significant only when considered in
combination with publicly available information.

Information is considered to be non-public unless it has been adequately
disclosed to the public, which means that the information must be publicly
disclosed, and adequate time must have passed for the securities markets to
digest the information. Examples of adequate disclosure include public filings
with securities regulatory authorities and the issuance of press releases, and
may also include meetings with members of the press and the public. A delay of
one or two business days is generally considered a sufficient period for routine
information to be absorbed by the market. Nevertheless, a longer period of delay
might be considered appropriate in more complex disclosures.

Do not disclose material non-public information to anyone, including co-workers,
unless the person receiving the information has a legitimate need to know the
information for purposes of carrying out the Company's business. If you leave
the Company, you must maintain the confidentiality of such information until it
has been adequately disclosed to the public by the Company.

For additional information on trading in the Company's securities you should
contact the General Counsel.

TRADEMARKS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY

TRADEMARKS

Our logos and the name GigaMedia Limited are examples of Company trademarks. You
must always properly use our trademarks and advise your supervisor or the
General Counsel of infringements by others. Similarly, the trademarks of third
parties must be used properly.

COPYRIGHT COMPLIANCE

Works of authorship such as books, articles, drawings, computer software and
other such materials may be covered by copyright laws. It is a violation of
those laws and of the Company's policies to make unauthorized copies of or
derivative works based upon copyrighted materials. The absence of a copyright
notice does not necessarily mean that the materials are not copyrighted.

The Company licenses the use of much of its computer software from outside
companies. In most instances, this computer software is protected by copyright.
You may not make, acquire or use unauthorized copies of computer software. Any
questions concerning copyright laws should be directed to the Legal Department.

INTELLECTUAL PROPERTY RIGHTS OF OTHERS

It is Company policy not to infringe upon the intellectual property rights of
others. When using the name, trademarks, logos or printed materials of another
company, including any such uses on the Company's websites, you must do so
properly and in accordance with applicable law.

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COMPUTER AND COMMUNICATION RESOURCES

The Company's computer and communication resources, including computers,
voicemail and e-mail, provide substantial benefits, but they also present
significant security and liability risks to you and the Company. It is extremely
important that you take all necessary measures to secure your computer and any
computer or voicemail passwords. All sensitive, confidential or restricted
electronic information must be password protected, and, if sent across the
Internet, must be protected by Company-approved encryption software. If you have
any reason to believe that your password or the security of a Company computer
or communication resource has in any manner been compromised, you must change
your password immediately and report the incident to the Information System
Department or the Administration Department.

When you are using Company resources to send e-mail, voicemail or to access
Internet services, you are acting as a representative of the Company. Any
improper use of these resources may reflect poorly on the Company, damage its
reputation, and expose you and the Company to legal liability.

All the computing resources used to provide computing and network connections
throughout the organization are the property of the Company and are intended for
use by the Company employees to conduct the Company's business. To the extent
permitted by applicable law, all e-mail, voicemail and personal files stored on
Company computers are Company property. You should therefore have no expectation
of personal privacy in connection with these resources. The Company may, from
time to time and at its sole discretion, review any files stored or transmitted
on its computer and communication resources, including e-mail messages, for
compliance with Company policy. Incidental and occasional personal use of
electronic mail and telephones is permitted, but such use should be minimized
and the length of the messages should be kept as short as possible, as these
messages cost the Company in both productive time and money. As stated
previously, even personal messages on the Company's e-mail and voicemail systems
are Company property.

You should not use Company resources in a way that may be disruptive or
offensive to others or unlawful. At all times when sending e-mail or
transmitting any other message or file, you should not transmit comments,
language, images or other files that you would be embarrassed to have read by
any person. Remember that your "private" e-mail messages are easily forwarded to
a wide audience. In addition, do not use these resources in a wasteful manner.
Unnecessarily transmitting messages and other files wastes not only computer
resources, but also the time and effort of each employee having to sort and read
through his or her own e-mail.

Use of computer and communication resources must be consistent with all other
Company policies, including those relating to harassment, privacy, copyright,
trademark, trade secret and other intellectual property considerations.

RESPONDING TO INQUIRIES FROM THE PRESS AND OTHERS

Company employees who are not official Company spokespersons may not speak with
the press, securities analysts, other members of the financial community,
shareholders or groups or organizations as a Company representative or about
Company business unless specifically authorized to do so. Requests for financial
or other information about the Company from the media, the press, the financial
community, shareholders or the public should be referred to the Investment
Management Department or the Administration Department. Requests for information

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from regulators or the government should also be referred to the General
Counsel. You should then report any such contact to one of them.

FAIR DEALING

The Company depends on its reputation for quality, service and integrity. The
way we deal with our customers, competitors and suppliers molds our reputation,
builds long-term trust and ultimately determines our success. We must never take
unfair advantage of others through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing practice.

ANTITRUST LAWS

While the Company competes vigorously in all of its business activities, its
efforts in the marketplace must be conducted in accordance with the letter and
spirit of applicable antitrust and competition laws. While it is impossible to
describe antitrust and competition laws fully in any code of business conduct,
this Code will give you an overview of the types of conduct that are
particularly likely to raise antitrust concerns.

CONSPIRACIES AND COLLABORATIONS AMONG COMPETITORS

One of the primary goals of the antitrust laws is to promote and preserve each
competitor's independence when making decisions on price, output, and other
competitively sensitive factors. Some of the most serious antitrust offenses are
agreements between competitors that limit independent judgment and restrain
trade, such as agreements to fix prices, restrict output or control the quality
of products, or to divide a market for customers, territories, products or
purchases. You should not agree with any competitor on any of these topics, as
these agreements are virtually always unlawful.
Unlawful agreements need not take the form of a written contract or even express
commitments or mutual assurances. Courts can -- and do -- infer agreements based
on "loose talk," informal discussions, or the mere exchange between competitors
of information from which pricing or other collusion could result. Any
communication with a competitor's representative, no matter how innocuous it may
seem at the time, may later be subject to legal scrutiny and form the basis for
accusations of improper or illegal conduct. You should take care to avoid
involving yourself in situations from which an unlawful agreement could be
inferred.

By bringing competitors together, trade associations and standard-setting
organizations can raise antitrust concerns, even though such groups serve many
legitimate goals. The exchange of sensitive information with competitors
regarding topics such as prices, profit margins, output levels, or billing or
advertising practices can potentially violate antitrust and competition laws, as
can creating a standard with the purpose and effect of harming competition. You
must notify the Legal Department before joining any trade associations or
standard-setting organizations. Further, if you are attending a meeting at which
potentially competitively sensitive topics are discussed without oversight by an
antitrust lawyer, you should object, leave the meeting, and notify the Legal
Department immediately.

Joint ventures with competitors are not illegal under applicable antitrust and
competition laws. However, like trade associations, joint ventures present
potential antitrust concerns. The Legal Department should therefore be consulted
before negotiating or entering into such a venture.

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DISTRIBUTION ISSUES

Relationships with customers and suppliers can also be subject to a number of
antitrust prohibitions if these relationships harm competition. For example, it
can be illegal for a company to affect competition by agreeing with a supplier
to limit that supplier's sales to any of the company's competitors. Collective
refusals to deal with a competitor, supplier or customer may be unlawful as
well. While a company generally is allowed to decide independently that it does
not wish to buy from or sell to a particular person, when such a decision is
reached jointly with others, it may be unlawful, regardless of whether it seems
commercially reasonable. Finally, it is always unlawful to restrict a customer's
re-selling activity through minimum resale price maintenance (for example, by
prohibiting discounts).

Other activities that can raise antitrust concerns are:

     o    discriminating in terms and services offered to customers where a
          company treats one customer or group of customers differently than
          another;

     o    exclusive dealing agreements where a company requires a customer to
          buy from or a supplier to sell to only that company;

     o    tying arrangements where a customer or supplier is required, as a
          condition of purchasing one product, to also purchase a second,
          distinct product;

     o    "bundled discounts," in which discount or rebate programs link the
          level of discounts available on one product to purchases of separate
          but related products (for example, pencils linked to other office
          supplies); and

     o    "predatory pricing," where a company offers a discount that results in
          the sales price of a product being below the product's cost (the
          definition of cost varies depending on the court), with the intention
          of sustaining that price long enough to drive competitors out of the
          market.

Because these activities are prohibited under many circumstances, you should
consult the General Counsel before implementing any of them.

PENALTIES

Failure to comply with antitrust laws in the relevant jurisdictions could result
in jail terms for individuals and large criminal fines and other monetary
penalties for both the Company and individuals. In addition, private parties may
bring civil suits in the relevant jurisdictions to recover three times their
actual damages, plus attorney's fees and court costs.

The antitrust laws are extremely complex. Because antitrust lawsuits can be very
costly, even when a company has not violated the antitrust laws and is cleared
in the end, it is important to consult with the Legal Department before engaging
in any conduct that even appears to create the basis for an allegation of
wrongdoing. It is far easier to structure your conduct to avoid erroneous
impressions than to have to explain your conduct in the future when an antitrust
investigation or action is in progress. For that reason, when in doubt, consult
the Legal Department with your concerns.

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GATHERING INFORMATION ABOUT THE COMPANY'S COMPETITORS

It is entirely proper for us to gather information about our marketplace,
including information about our competitors and their products and services.
However, there are limits to the ways that information should be acquired and
used, especially information about competitors. In gathering competitive
information, you should abide by the following guidelines:

     o    We may gather information about our competitors from sources such as
          published articles, advertisements, brochures, other non-proprietary
          materials, surveys by consultants and conversations with our
          customers, as long as those conversations are not likely to suggest
          that we are attempting to (a) conspire with our competitors, using the
          customer as a messenger, or (b) gather information in breach of a
          customer's nondisclosure agreement with a competitor or through other
          wrongful means. You should be able to identify the source of any
          information about competitors.

     o    We must never attempt to acquire a competitor's trade secrets or other
          proprietary information through unlawful means, such as theft, spying,
          bribery or breach of a competitor's nondisclosure agreement.

     o    If there is any indication that information that you obtain was not
          lawfully received by the party in possession, you should refuse to
          accept it. If you receive any competitive information anonymously or
          that is marked confidential, you should not review it and should
          contact the General Counsel immediately.

The improper gathering or use of competitive information could subject you and
the Company to criminal and civil liability. When in doubt as to whether a
source of information is proper, you should contact the General Counsel.

RESPONSIBILITY TO OUR PEOPLE

RESPECTING ONE ANOTHER

The way we treat each other and our work environment affects the way we do our
jobs. All employees want and deserve a work place where they are respected and
appreciated. Everyone who works for the Company must contribute to the creation
and maintenance of such an environment, and supervisors and managers have a
special responsibility to foster a workplace that supports honesty, integrity,
respect and trust.

PRIVACY

We respect the privacy and dignity of all individuals. The Company collects and
maintains personal information that relates to your employment, including
medical and benefit information. Special care is taken to limit access to
personal information to Company personnel with a need to know such information
for a legitimate purpose. Employees and officers who are responsible for
maintaining personal information and those who are provided access to such
information must not disclose private information in violation of any applicable
law or in violation of the Company's policies.

Employees should not search for or retrieve items from another employee's
workspace without prior approval of that employee or management. Similarly, you
should not use communication or

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information systems to obtain access to information directed to or created by
others without the prior approval of management, unless such access is part of
your job function and responsibilities at the Company.

Personal items, messages, or information that you consider to be private should
not be placed or kept in telephone systems, computer or electronic mail systems,
office systems, offices, work spaces, desks, credenzas, or file cabinets. The
Company reserves all rights, to the fullest extent permitted by law, to inspect
such systems and areas and to retrieve information or property from them when
deemed appropriate in the judgment of management.

EQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION

The diversity of the Company's employees is a tremendous asset. The Company is
an equal opportunity employer in hiring and promoting practices, benefits and
wages. We will not tolerate discrimination against any person on the basis of
race, religion, color, gender, age, marital status, national origin, sexual
orientation, citizenship, disabled veteran status or disability (where the
applicant or employee is qualified to perform the essential functions of the job
with or without reasonable accommodation), or any other basis prohibited by law
in recruiting, hiring, placement, promotion, or any other condition of
employment.

You must treat all Company people, customers and clients, suppliers and others
with respect and dignity.

SEXUAL AND OTHER FORMS OF HARASSMENT

Company policy strictly prohibits any form of harassment in the workplace,
including sexual harassment. The Company will take prompt and appropriate action
to prevent and, where necessary, discipline behavior that violates this policy.

Sexual harassment consists of unwelcome sexual advances, requests for sexual
favors and other verbal or physical conduct of a sexual nature when:

     o    submission to such conduct is made a term or condition of employment;
     o    submission to or rejection of such conduct is used as a basis for
          employment decisions; or
     o    such conduct has the purpose or effect of unreasonably interfering
          with an individual's work performance or creating an intimidating,
          offensive or hostile work environment.

Forms of sexual harassment include, but are not limited to, the following:

     o    verbal harassment, such as unwelcome comments, jokes, or slurs of a
          sexual nature;
     o    physical harassment, such as unnecessary or offensive touching, or
          impeding or blocking movement; and
     o    visual harassment, such as derogatory or offensive posters, cards,
          cartoons, graffiti, drawings or gestures.

OTHER FORMS OF HARASSMENT

Harassment on the basis of other characteristics is also strictly prohibited.
Under this policy, harassment is verbal or physical conduct that degrades or
shows hostility or hatred toward an individual because of his or her race,
color, national origin, citizenship, religion, sexual orientation,

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marital status, age, mental or physical handicap or disability, veteran status
or any other characteristic protected by law, which
     o    has the purpose or effect of creating an intimidating, hostile, or
          offensive work environment;
     o    has the purpose or effect of unreasonably interfering with an
          individual's work performance; or
     o    otherwise adversely affects an individual's employment.

Harassing conduct includes, but is not limited to, the following: epithets;
slurs; negative stereotyping; threatening, intimidating or hostile acts; and
written or graphic material that ridicules or shows hostility or aversion to an
individual or group and that is posted on Company premises or circulated in the
workplace.

REPORTING RESPONSIBILITIES AND PROCEDURES

If you believe that you have been subjected to harassment of any kind, you
should promptly report the incident to your supervisor, the harasser's
supervisor, or the Director of Human Resources. If you feel comfortable doing
so, you may also wish to confront the offender and state that the conduct is
unacceptable and must stop. Complaints of harassment, abuse or discrimination
will be investigated promptly and thoroughly and will be kept confidential to
the extent possible. The Company will not in any way retaliate against any
employee for making a good faith complaint or report of harassment or
participating in the investigation of such a complaint or report.

The Company encourages the prompt reporting of all incidents of harassment,
regardless of who the offender may be, or the offender's relationship to the
Company. This procedure should also be followed if you believe that a
non-employee with whom you are required or expected to work has engaged in
prohibited conduct. Supervisors must promptly report all complaints of
harassment to the Director of Human Resources.

Any employee who is found to be responsible for harassment, or for retaliating
against any individual for reporting a claim of harassment or cooperating in an
investigation, will be subject to disciplinary action, up to and including
discharge.

Remember that, regardless of legal definitions, the Company expects employees to
interact with each other in a professional and respectful manner.

SAFETY IN THE WORKPLACE

Safety and security are of primary importance. You are responsible for
maintaining our facilities free from recognized hazards and obeying all Company
safety rules. Working conditions should be maintained in a clean and orderly
state to encourage efficient operations and promote good safety practices.

WEAPONS AND WORKPLACE VIOLENCE

No employee may bring firearms, explosives, incendiary devices or any other
weapons into the workplace or any work-related setting, regardless of whether or
not employees are licensed to carry such weapons. Similarly, the Company will
not tolerate any level of violence in the workplace or in any work-related
setting. Violations of this policy must be referred to your

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supervisor and the Director of the Administration Department immediately.
Threats or assaults that require immediate attention should be reported to the
police.

DRUGS AND ALCOHOL

The Company intends to maintain a drug-free work environment. Except at approved
Company functions, you may not use, possess or be under the influence of alcohol
on Company premises.

You cannot use, sell, attempt to use or sell, purchase, possess or be under the
influence of any illegal drug on Company premises or while performing Company
business on or off the premises.

INTERACTING WITH GOVERNMENT

PROHIBITION ON GIFTS TO GOVERNMENT OFFICIALS AND EMPLOYEES

The various branches and levels of government in all countries have different
laws restricting gifts, including meals, entertainment, transportation and
lodging, that may be provided to government officials and government employees.
You are prohibited from providing gifts, meals or anything of value to
government officials or employees or members of their families without prior
written approval from the General Counsel.

POLITICAL CONTRIBUTIONS AND ACTIVITIES

Laws of certain jurisdictions prohibit the use of Company funds, assets,
services, or facilities on behalf of a political party or candidate. Payments of
corporate funds to any political party, candidate or campaign may be made only
if permitted under applicable law and approved in writing and in advance by the
General Counsel.

Your work time may be considered the equivalent of a contribution by the
Company. Therefore, unless required by applicable law, you will not be paid by
the Company for any time spent running for public office, serving as an elected
official, or campaigning for a political candidate. Nor will the Company
compensate or reimburse you, in any form, for a political contribution that you
intend to make or have made.

You must notify the General Counsel before running for election or seeking
appointment to any government-related position. Executive officers and members
of the Board of Directors must notify the Chairman of the Audit Committee of the
Board before running for election or seeking appointment to any
government-related position.

LOBBYING ACTIVITIES

Laws of some jurisdictions require registration and reporting by anyone who
engages in a lobbying activity. Generally, lobbying includes: (1) communicating
with any member or employee of a legislative branch of government for the
purpose of influencing legislation; (2) communicating with certain government
officials for the purpose of influencing government action; or (3) engaging in
research or other activities to support or prepare for such communication.

So that the Company may comply with lobbying laws, you must notify the General
Counsel before engaging in any activity on behalf of the Company that might be
considered "lobbying" as described above.

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BRIBERY OF FOREIGN OFFICIALS

Company policy, the U.S. Foreign Corrupt Practices Act (the "FCPA"), and the
laws of many other countries (including but not limited to the Prevention of
Corruption Act, Chapter 24 of Singapore) prohibit the Company and its officers,
employees and agents from giving or offering to give money or anything of value
to a foreign official, a foreign political party, a party official or a
candidate for political office in order to influence official acts or decisions
of that person or entity, to obtain or retain business, or to secure any
improper advantage. A foreign official is an officer or employee of a government
or any department, agency, or instrumentality thereof, or of certain
international agencies, such as the World Bank or the United Nations, or any
person acting in an official capacity on behalf of one of those entities.
Officials of government-owned corporations are considered to be foreign
officials.

Payments need not be in cash to be illegal. The FCPA prohibits giving or
offering to give "anything of value." Over the years, many non-cash items have
been the basis of bribery prosecutions, including travel expenses, golf outings,
automobiles, and loans with favorable interest rates or repayment terms.
Indirect payments made through agents, contractors, or other third parties are
also prohibited. Employees may not avoid liability by "turning a blind eye" when
circumstances indicate a potential violation of the FCPA.

The FCPA does allow for certain permissible payments to foreign officials.
Specifically, the law permits "facilitating" payments, which are payments of
small value to effect routine government actions such as obtaining permits,
licenses, visas, mail, utilities hook-ups and the like. However, determining
what is a permissible "facilitating" payment involves difficult legal judgments.
Therefore, employees must obtain permission from the General Counsel before
making any payment or gift thought to be exempt from the FCPA.

IMPLEMENTATION OF THE CODE

Copies of this Code are available from the Director of Human Resources or the
General Counsel. The Code is available in print to any shareholder who requests
it. The Code can also be found on the Company website www.giga.net.tw. A
statement of compliance with the Code must be signed by all employees, officers,
directors and consultants.

SEEKING GUIDANCE

This Code cannot provide definitive answers to all questions. If you have
questions regarding any of the policies discussed in this Code or if you are in
doubt about the best course of action in a particular situation, you should seek
guidance from your supervisor, the General Counsel or the other resources
identified in this Code.

REPORTING VIOLATIONS

If you know of or suspect a violation of applicable laws or regulations, the
Code, or the Company's related policies, you must immediately report that
information to your supervisor, the General Counsel, or, in the circumstances
described below, the Audit Committee of the Board. No one will be subject to
retaliation because of a good faith report of suspected misconduct.

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INVESTIGATIONS OF SUSPECTED VIOLATIONS

All reported violations will be promptly investigated and treated confidentially
to the greatest extent reasonably possible, given the need to conduct an
investigation. It is imperative that reporting persons not conduct their own
preliminary investigations. Investigations of alleged violations may involve
complex legal issues, and acting on your own may compromise the integrity of an
investigation and adversely affect both you and the Company. You are expected to
cooperate in internal investigations of suspected misconduct.

REPORTS REGARDING ACCOUNTING ISSUES

The Company is committed to compliance with applicable securities and other
laws, rules, and regulations, accounting standards and internal accounting
controls. You are expected to report any complaints or concerns regarding
accounting, internal accounting controls and auditing matters ("Accounting
Issues") promptly. Reports may be made in writing to either the Chief Financial
Officer at the Company's headquarters or to the Audit Committee of the Board at
audit_committee@corp.giga.net.tw. Reports may be made anonymously. Reports will
be treated confidentially to the extent reasonably possible given the need to
conduct an investigation. No one will be subject to retaliation because of a
good faith report of a complaint or concern regarding Accounting Issues.

TREATMENT OF COMPLAINTS AND RETENTION OF RECORDS REGARDING ACCOUNTING ISSUES

Reports of concerns or complaints regarding Accounting Issues will be
investigated in accordance with Company policy. The Chief Financial Officer will
forward, as appropriate, complaints and concerns regarding Accounting Issues to
the Audit Committee. The Audit Committee will retain copies of all reports,
investigative reports, summaries of reports and other documents relating to
complaints and concerns regarding Accounting Issues in accordance with the
Company's records retention policy.

DISCIPLINE FOR VIOLATIONS

The Company intends to use every reasonable effort to prevent the occurrence of
conduct not in compliance with its Code and to halt any such conduct that may
occur as soon as reasonably possible after its discovery. Subject to applicable
laws and agreements, Company personnel who violate this Code and other Company
policies and procedures may be subject to disciplinary actions, up to and
including discharge. In addition, disciplinary measures, up to and including
discharge, may be taken against anyone who directs or approves infractions or
has knowledge of them and does not promptly report and correct them in
accordance with Company policies.

A FRAMEWORK FOR APPROACHING QUESTIONS AND PROBLEMS

Everyone must work to ensure prompt and consistent action against violations of
this Code. However, in some situations it is difficult to know right from wrong.
Since it is impossible to anticipate every situation that will arise, it is
important to have a way to approach a new question or problem. These are the
steps to keep in mind:

     o    Make sure you have all the facts. In order to reach the right
          solutions, we must be as fully informed as possible.

     o    Ask yourself: What specifically am I being asked to do? Does it seem
          unethical or improper? This will enable you to focus on the specific
          question you are faced with,

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<PAGE>

          and the alternatives you have. Use your independent good judgment and
          common sense; if something seems unethical or improper, it probably
          is.

     o    Clarify your responsibility and role. In most situations, there is
          shared responsibility. Are your colleagues informed? It may help to
          get others involved and discuss the problem.

     o    Discuss the problem with your supervisor. This is the basic guidance
          for all situations. In many cases, your supervisor will be more
          knowledgeable about the question, and will appreciate being brought
          into the decision-making process. Remember that it is your
          supervisor's responsibility to help solve problems.

Seek help from Company resources. In the rare case where it may not be
appropriate to discuss an issue with your supervisor, or where you do not feel
comfortable approaching your supervisor with your question, contact the General
Counsel or the Audit Committee by email at audit_committee@corp.giga.net.tw.

WAIVERS OF THE CODE

Waivers of the Code for directors and executive officers may be made only by the
Board of Directors or the Audit Committee of the Board. The Company is required
to disclose any such waivers in its U.S. securities filings and interim report
on Form 6-K or its next annual report on Form 20-F.

NO RIGHTS CREATED

This Code is a statement of the fundamental principles and key policies and
procedures that govern the conduct of the Company's business. It is not intended
to and does not create any rights in any employee, officer, customer, supplier,
competitor, shareholder or any other person or entity.

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                               ACKNOWLEDGMENT FORM

I have received and read the Company's Code of Business Conduct and Ethics
("Code"), and I understand its contents. I agree to comply fully with the
standards, policies and procedures contained in the Code and the Company's
related policies and procedures. I understand that I have an obligation to
report to the General Counsel any suspected violations of the Code that I am
aware of. I acknowledge that the Code is a statement of policies for business
conduct and does not, in any way, constitute an employment contract or an
assurance of continued employment.




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