EXHIBIT 14.1

                              VERILINK CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

This Code of Business Conduct and Ethics (the "Code of Ethics") applies to all
directors, officers and employees (collectively, "Covered Persons") of Verilink
Corporation (the "Company"). This Code of Ethics is being adopted to deter
wrongdoing and to promote:

         (i)      honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships;

         (ii)     avoidance of conflicts of interest, including disclosure to an
appropriate person or persons identified in the Code of Ethics of any material
transaction or relationship that reasonably could be expected to give rise to
such a conflict;

         (iii)    full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission and in other public communications made by the Company;

         (iv)     compliance with all applicable governmental laws, rules and
regulations;

         (v)      the prompt internal reporting of Code of Ethics violations to
an appropriate person or persons identified in the Code of Ethics; and

         (vi)     accountability for adherence to the Code of Ethics.

This Code of Ethics does not summarize all laws, rules and regulations
applicable to the Company and its directors, officers and employees. As noted
above, the Company is required to monitor and audit the effectiveness of this
Code of Ethics. If you have any questions regarding this Code of Ethics, please
consult with the Company's Chief Financial Officer. You are also encouraged to
bring any matter to the Company's Audit Committee or Board of Directors, or any
individual member thereof, anonymously, confidentially or otherwise.

1.       EACH COVERED PERSON MUST AVOID ANY TRANSACTION OR ARRANGEMENT THAT
         WOULD CREATE A CONFLICT OF INTEREST OR THE APPEARANCE OF A CONFLICT OF
         INTEREST BETWEEN PERSONAL AND PROFESSIONAL RELATIONSHIPS.

All Covered Persons should be scrupulous in avoiding a conflict of interest with
regard to the Company's interests. A conflict of interest exists whenever an
individual's private interests interfere or conflict in any way, or appear to
interfere or conflict, with the interests of the Company. A conflict of interest
can arise when a Covered Person takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when a Covered Person, or members of his or
her family,



receives improper personal benefits as a result of his or her position in the
Company, whether received from the Company or a third party. A conflict of
interest can also arise when a family member is involved in a transaction or
arrangement that in any way casts doubt upon the Covered Person's independence.
A "family member" includes a Covered Person's spouse, parents, children,
siblings, mothers and fathers-in-law, sons and daughters-in-law,
brothers-in-law, and anyone (other than an employee of the Company) who shares
the Covered Person's home. Loans to, or guarantees of obligations of, Covered
Persons and their respective family members may create conflicts of interest.
Federal law prohibits loans to directors and executive officers of public
reporting companies.

Conflicts of interest are prohibited as a matter of Company policy, except with
the express written approval of or under guidelines approved by the Board of
Directors or an authorized committee of the Board of Directors. Conflicts of
interest may not always be clear-cut, so if you have a question, you should
consult with the Company's Chief Financial Officer. Any Covered Person who
becomes aware of a conflict or potential conflict should bring it to the
attention of a supervisor, manager or other appropriate personnel or consult the
procedures described in this Code of Ethics.

2.       COVERED PERSONS MAY ONLY ACCEPT ITEMS OF NOMINAL VALUE AS GIFTS FROM
         THE COMPANY OR ANY INDIVIDUAL OR ENTITY THAT IS INVOLVED OR SEEKS TO
         BECOME INVOLVED IN A BUSINESS RELATIONSHIP WITH THE COMPANY.

Business gifts to Covered Persons must be inexpensive, unsolicited and not given
with the objective of influencing the Covered Person's judgment. It is
acceptable for a Covered Person to accept modest meals or other inexpensive
forms of entertainment from individuals or entities that are involved or seek to
become involved in a business relationship with the Company as long as these
items are not provided in order to influence the Covered Person's business
judgment or decision. Under no circumstances is a Covered Person permitted to
accept payments, loans, kickbacks, bribes, special privileges or services from
anyone. If there are any questions or a borderline issues, Covered Persons
should discuss them with the Company's Audit Committee or Chief Financial
Officer.

3.       ALL COVERED PERSONS ARE RESPONSIBLE FOR MAINTAINING ACCURATE FINANCIAL
         RECORDS FOR THE COMPANY.

Covered Persons must closely adhere to the following accounting guidelines:

         (i)      All assets, liabilities and transactions of the Company should
be accurately recorded in accordance with the Company's record keeping
procedures and generally accepted accounting principles;

         (ii)     No false or misleading entries are permitted to be knowingly
made or caused to be made in the Company's record books, even if such entries
would not be material to the Company or its operations as a whole; and

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         (iii)    Any entries that are inaccurate, false or irregular should be
promptly reported to a member of the Audit Committee for an immediate corrective
action.

4.       COVERED PERSONS MUST RECOGNIZE THAT CONFIDENTIAL INFORMATION IS AN
         ASSET OF THE COMPANY, AND MUST REFRAIN FROM USING INSIDE INFORMATION TO
         THEIR PERSONAL ADVANTAGE.

Covered Persons must maintain the confidentiality of information entrusted to
them by the Company or its customers or suppliers, 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 or
its customers or suppliers, if disclosed.

Covered Persons are prohibited from engaging in insider trading transactions. At
its core, the prohibition against insider trading focuses on the buying, selling
or trading in securities using non-public information. The prohibition applies
to securities of the Company as well as to securities of customers and suppliers
of the Company, or any entity with which the Company has a business
relationship. In addition to refraining from using inside information in making
their own investment decisions, Covered Persons should also avoid discussing the
inside information with friends or family members (whether at home or in the
public) or mailing or faxing inside information to outside sources unless
appropriate confidentiality agreements are in place to ensure that material,
non-public information is not used improperly.

5.       THE CONDUCT OF COVERED PERSONS SHOULD BE GOVERNED BY THE HIGHEST
         STANDARDS OF INTEGRITY AND FAIRNESS.

Covered Persons should avoid those situations in which outside personal
interests conflict with the Company's business. These situations include, but
are not limited to, the following:

         (i)      Ownership by a Covered Person, or a member of his or her
immediate family, of a material financial interest in any outside enterprise
that is involved or seeks to become involved in a business relationship with the
Company;

         (ii)     Ownership by a Covered Person, or a member of his or her
immediate family, of a material financial interest in any outside enterprise
that competes for business with the Company;

         (iii)    Outside employment of a Covered Person, or a member of his or
her immediate family, whether as a consultant, director, officer, employee or
independent contractor, with an entity that is involved or seeks to become
involved in a business relationship with the Company; or

         (iv)     Appointment of a Covered Person, or a member of his or her
immediate family, to a public office, board or commission that may create an
appearance of a conflict of interest between the goals and purposes of that
organization and the Company's business. Such appointment would include a
"public service" organization or a not-for-profit organization.

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6.       COVERED PERSONS MUST PROTECT AND PROPERLY USE THE COMPANY'S ASSETS.

Covered Persons should protect the Company's assets and ensure their efficient
use. Theft, carelessness, and waste have a direct impact on the Company's
profitability. No Company assets shall be diverted from legitimate business
purposes. Incidental personal use of the Company's electronic mail and telephone
systems is not prohibited under this policy. However, personal messages on the
Company's computer and telephone systems are Company property. Covered Persons,
therefore, should have no expectation of personal privacy in connection with the
use of these resources.

7.       COVERED PERSONS MUST NOT TAKE FOR THEMSELVES OPPORTUNITIES THAT THEY
         DISCOVER WHILE WORKING FOR THE COMPANY, OR USE CORPORATE INFORMATION
         FOR PERSONAL GAIN.

Covered Persons should endeavor to deal fairly with the Company's customers,
suppliers, competitors, officers and employees. Covered Persons must not (i)
take personal advantage of a situation or knowledge acquired through the use of
his or her position, if the situation or knowledge could be used for the
Company's benefit; (ii) use his or her position or Company information for
personal gain; or (iii) compete with the Company. Covered Persons owe a duty to
the Company to advance the Company's interests whenever the opportunity arises.

8.       IN DRAFTING PERIODIC REPORTS THAT ARE TO BE FILED WITH THE SECURITIES
         AND EXCHANGE COMMISSION AND OTHER PUBLIC COMMUNICATIONS, COVERED
         PERSONS SHOULD TAKE ALL STEPS NECESSARY TO ENSURE FULL, FAIR, ACCURATE,
         TIMELY AND COMPLETE DISCLOSURE.

Federal securities laws require the Company to file various periodic reports
with the Securities and Exchange Commission. Covered persons are to exercise the
highest standard of care in preparing such reports and documents and other
public communications. It is Company policy to make full, fair, accurate, timely
and understandable disclosure in compliance with all applicable laws and
regulations in all required periodic reports and in all other public
communications made by the Company.

9.       COVERED PERSONS MUST COMPLY WITH ALL LAWS AND REGULATIONS THAT APPLY TO
         THE COMPANY'S BUSINESS.

All Covered Persons should understand those laws that apply to them in the
performance of their duties and ensure that their decisions and actions are
conducted in conformity with those laws. Any violation of the applicable laws
can subject the Company or the implicated Covered Person to liability. Any
inquiries relating to compliance with applicable laws and regulations should be
directed to the Company's Chief Financial Officer.

10.      COVERED PERSONS MUST REPORT ANY ILLEGAL OR UNETHICAL BEHAVIOR.

Covered Persons are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and, when in
doubt, about the best course of action in a particular situation. Covered
Persons who are concerned that violations of this Code of Ethics or that other
illegal or unethical conduct by employees, officers or directors of the

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Company have occurred or may occur should contact their supervisor or superiors.
If they do not believe it appropriate or are not comfortable approaching their
supervisors or superiors about their concerns or complaints, then they may
contact either the Company's Chief Financial Officer or the Company's Audit
Committee or Board of Directors. If their concerns or complaints require
confidentiality, including keeping their identity anonymous, then this
confidentiality will be protected, subject to applicable law, regulation or
legal proceedings.

11.      THE COMPANY WILL NOT PERMIT RETALIATION AGAINST COVERED PERSONS.

The Company will not permit retaliation of any kind by or on behalf of the
Company and its employees, officers and directors against good faith reports or
complaints of violations of this Code of Ethics or other illegal or unethical
conduct.

12.      ENFORCEMENT OF THIS CODE OF ETHICS.

The Board of Directors shall determine appropriate actions to be taken in the
event of violations of this Code of Ethics. Such actions shall be reasonably
designed to deter wrongdoing and to promote accountability for adherence to the
Code of Ethics. In determining what action is appropriate in a particular case,
the Board of Directors shall take into account all relevant information,
including the nature and severity of the violation, whether the violation
appears to have been intentional or inadvertent, and whether the individual in
question had been advised as to the proper course of action prior to the
violation.

13.      AMENDMENTS, MODIFICATIONS AND WAIVERS.

This Code of Ethics may be amended, modified or waived by the Board of
Directors, subject to the disclosure and other provisions of the Securities
Exchange Act of 1934, and the rules thereunder, and the rules of any applicable
national exchange.

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                              ACKNOWLEDGEMENT FORM

I have received and read the Code of Ethics, and I understand its contents. I
agree to comply fully with the standards, policies, and procedures contained in
the Code of Ethics and the Company's related policies and procedures. I
understand that I have an obligation to report to the Chief Financial Officer,
the Audit Committee or the Board of Directors, or any member thereof, any
suspected violations of the Code of Ethics of which I am aware. I certify that,
except as previously fully disclosed in accordance with the terms of the Code of
Ethics, I have not engaged in any transactions or activities that would
constitute an actual or apparent conflict with the interests of the Company. I
further certify that, except as noted below, I am otherwise, and will continue
to conduct myself, in full compliance with the Code of Ethics and any related
policies and procedures:

________________________________________________________________________________

________________________________________________________________________________

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                                                  Signature

                                                  ______________________________
                                                  Printed Name

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                                                  Date