<DOCUMENT>
<TYPE>EX-14.1
<SEQUENCE>68
<FILENAME>ex14-1_14663.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>
                                                                    EXHIBIT 14.1
                                                                    ------------
                                   BRIDGELINE
                                    SOFTWARE

                       CODE OF BUSINESS CONDUCT AND ETHICS

         This Code of Business Conduct and Ethics (the "Code") sets forth legal
and ethical standards of conduct for directors, officers and associates of
Bridgeline Software Inc., its subsidiaries and affiliates (collectively,
"Bridgeline" or the "Company"). This Code is intended to deter wrongdoing and to
promote the conduct of all Company business in accordance with high standards of
integrity and in compliance with all applicable laws and regulations. This Code
applies to the Company and all of its subsidiaries, divisions, or business units
controlled by it worldwide.

         If you have any questions regarding this Code or its application to you
in any situation, you should contact your supervisor, your geo's General
Manager, or the Company's Head of Human Resources, or the Company's Chief
Financial Officer, or the Company's President.


I.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

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

         If you become aware of the violation of any law, rule or regulation by
the Company, whether by its officers, employees, directors, or any third party
doing business on behalf of the Company, it is your responsibility to promptly
report the matter to your supervisor, your geo's General Manager, or the Head of
Human Resources, or the Company's Chief Financial Officer. While it is the
Company's desire to address matters internally, nothing in this Code should
discourage you from reporting any illegal activity, including any violation of
the securities laws, antitrust laws, environmental laws or any other federal,
state or foreign law, rule or regulation, to the appropriate regulatory
authority. Associates, officers and directors shall not discharge, demote,
suspend, threaten, harass or in any other manner discriminate or retaliate
against an employee because he or she reports any such violation, unless it is
determined that the report was made with knowledge that it was false. This Code
should not be construed to prohibit you from testifying, participating or
otherwise assisting in any state or federal administrative, judicial or
legislative proceeding or investigation.


II.      CONFLICTS OF INTEREST

         Associates, officers and directors must act in the best interests of
the Company. You must refrain from engaging in any activity or having a personal
interest that presents a "conflict of interest." A conflict of interest occurs
when your personal interest interferes, or appears to interfere, with the
interests of the Company. A conflict of interest can arise whenever you, as an
officer, director or associate, take action or have an interest that prevents
you from performing your Company duties and responsibilities honestly,
objectively and effectively.

For example:

     o   No associate, officer or director shall perform services as a
         consultant, employee, officer,
<PAGE>
         director, advisor or in any other capacity for, or have a financial
         interest in, a direct competitor of the Company, other than services
         performed at the request of the Company and other than a financial
         interest representing less than one percent (1%) of the outstanding
         shares of a publicly-held company; and

     o   No associate, officer or director shall use his or her position with
         the Company to influence a transaction with a supplier or customer in
         which such person has any personal interest, other than a financial
         interest representing less than one percent (1%) of the outstanding
         shares of a publicly-held company.

     o   Additional guidelines applicable to officers and directors are attached
         as Exhibit A hereto.

         It is your responsibility to disclose any transaction or relationship
that reasonably could be expected to give rise to a conflict of interest to
Human Resources or the Company's Chief Financial Officer, or, if you are an
executive officer or director, to the Audit Committee and/or Board of Directors.

         Human Resources or the Chief Financial Officer will bring all related
party transactions to the attention of the Audit Committee; the Audit Committee
is responsible for reviewing and approving any related party transactions. All
other potential conflicts of interest will be assessed by Human Resources and
the Chief Legal Officer and raised to the Board of Directors if either or both
Human Resources and the Chief Legal Officer believe that a conflict of interest
may exist.


III.     INSIDER TRADING

         Associates, officers and directors who have material non-public
information about the Company or other companies, including our suppliers and
customers, as a result of their relationship with the Company are prohibited by
law and Company policy from trading in securities of the Company or such other
companies, as well as from communicating such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited insider trading and avoid even the appearance of an improper
transaction, the Company has adopted an INSIDER INFORMATION AND INSIDER TRADING
policy, available in your Employee Handbook.

         If you are uncertain about the constraints on your purchase or sale of
any Company securities or the securities of any other company that you are
familiar with by virtue of your relationship with the Company, you should
consult with the Manager of Business Practices before making any such purchase
or sale.


IV.      CONFIDENTIALITY

         Associates, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or other companies,
including our suppliers and customers, except when disclosure is authorized by a
supervisor or is legally mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, associates, officers and directors
should take appropriate precautions to ensure that confidential or sensitive
business information, whether it is proprietary to the Company or another
company, is not communicated within the Company except to associates, officers
or directors who have a need to know such information to perform their
responsibilities for the Company. You may be a party to an "EMPLOYEE
INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND NON-COMPETITION AGREEMENT"
under which you have agreed to additional specific rules governing the
confidentiality of Company information.
<PAGE>
         Third parties may ask you for information concerning the Company.
Associates, officers and directors (other than the Company's authorized
spokespersons) must not discuss internal Company matters with, or disseminate
internal Company information to, anyone outside the Company, except as required
in the performance of their Company duties and after an appropriate
confidentiality (non-disclosure) agreement is in place. This prohibition applies
particularly to inquiries concerning the Company from the media, market
professionals (such as securities analysts, institutional investors, investment
advisers, brokers and dealers) and security holders. All responses to inquiries
on behalf of the Company must be made only by the Company's authorized
spokespersons. If you receive any inquiries of this nature, you must decline to
comment and refer the inquirer to your supervisor or one of the Company's
authorized spokespersons.

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


V.       HONEST AND ETHICAL CONDUCT AND FAIR DEALING

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


VI.      PROTECTION AND PROPER USE OF CORPORATE ASSETS

         Associates, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct impact on the Company's
financial performance. Associates, officers and directors must use the Company's
assets and services solely for legitimate business purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.

         Associates, officers and directors must advance the Company's
legitimate interests when the opportunity to do so arises. You must not take for
yourself personal opportunities that are discovered through your position with
the Company or the use of property or information of the Company.


VII.     GIFTS AND GRATUITIES

         The use of Company funds or assets for gifts, gratuities or other
favors to employees or government officials is prohibited, except to the extent
such gifts are in compliance with applicable law, not prohibited under contract
terms, nominal in amount and not given in consideration or expectation of any
action by the recipient.

         An associate, officer or director must not accept, or permit any member
of his or her immediate family to accept, any gifts, gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the Company, other than items of nominal value. Any gifts that are not of
nominal value should be returned immediately and reported to your supervisor. If
immediate return is not practical, they should be given to the Company for
charitable disposition or such other disposition as the Company believes
appropriate in its sole discretion.
<PAGE>
         As an example, gifts and entertainment that are generally acceptable
include: (1) lunch and/or dinner; (2) gifts of small value such as calendars,
pens or candy; (3) tickets to events (e.g. sports and arts); (3) gifts of
holiday food items. In addition, day outings such as golf, fishing, etc. are
acceptable with prior approval from the associate's manager.

         Common sense and moderation should prevail in business entertainment
engaged in on behalf of the Company. Associates, officers and directors should
provide, or accept, business entertainment to or from anyone doing business with
the Company only if the entertainment is infrequent, modest and intended to
serve legitimate business goals.

         Bribes and kickbacks are criminal acts, strictly prohibited by law. You
must not offer, give, solicit or receive any form of bribe or kickback anywhere
in the world.


VIII.    ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS

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

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

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


IX.      CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS

         Associates with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints in writing to the following e-mail address:
audit@bridgelinesw.com . All such concerns and complaints will be handled in
accordance with the procedures set forth in the Company's COMPLAINT PROCEDURES
CONCERNING AUDITING AND ACCOUNTING MATTERS available in your Employee Handbook.

         The Audit Committee will evaluate the merits of any concerns or
complaints received by it in accordance with the COMPLAINTS PROCEDURES
CONCERNING AUDITING AND ACCOUNTING MATTERS and authorize such follow-up actions,
if any, as it deems necessary or appropriate to address the substance of the
concern or complaint.

         The Company will not discipline, discriminate against or retaliate
against any associate who reports a complaint or concern, unless it is
determined that the report was made with knowledge that it was false.
<PAGE>
X.       WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS

         While some of the policies contained in this Code must be strictly
adhered to and no exceptions can be allowed, in other cases exceptions may be
possible. Any associate or officer who believes that an exception to any of
these policies is appropriate in his or her case should first contact his or her
immediate supervisor. If the supervisor agrees that an exception is appropriate,
the approval of the Chief Financial Officer and, if appropriate, the Audit
Committee, must be obtained. The Chief Financial Officer shall be responsible
for maintaining a complete record of all requests for exceptions to any of these
policies and the disposition of such requests.

         Any executive officer or director who seeks an exception to any of
these policies should contact the Chair of the Audit Committee. Any waiver of
this Code for executive officers or directors or any change to this Code that
applies to executive officers or directors may be made only by the Board of
Directors of the Company and will be disclosed as required by law, NASDAQ
regulation, or AMEX regulation.

REPORTING AND COMPLIANCE PROCEDURES

         Every associate, officer and director has the responsibility to ask
questions, seek guidance, report suspected violations and express concerns
regarding compliance with this Code. Any associate, officer or director who
knows or believes that any other associate or representative of the Company has
engaged or is engaging in Company-related conduct that violates applicable law
or this Code should report such information to his or her supervisor or to the
Chief Financial Officer of the Company, as described below. You may report such
conduct openly or anonymously without fear of retaliation. The Company will not
discipline, discriminate against or retaliate against any associate, officer or
director who reports such conduct, unless it is determined that the report was
made with knowledge that it was false, or who cooperates in any investigation or
inquiry regarding such conduct. Any supervisor who receives a report of a
violation of this Code must immediately inform the Chief Financial Officer or
the Company's President.

         You may report violations of this Code, on a confidential or anonymous
basis, by contacting the Chief Financial Officer or the Company's President by
fax (781.376.5033), mail (10 Sixth Rd., Woburn, MA., 01801) or e-mail at:
ethics@bridgelinesw.com . In addition, you can contact the Chief Financial
Officer or the Company's President by telephone or voicemail. While we prefer
that you identify yourself when reporting violations so that we may follow up
with you, as necessary, for additional information, you may leave messages
anonymously if you wish.

         If the Chief Financial Officer or the Company's President receives
information regarding an alleged violation of this Code, he or she shall, as
appropriate: (a) evaluate such information; (b) if the alleged violation
involves an executive officer or a director, inform the Chief Executive Officer
and Board of Directors of the alleged violation; (c) determine whether it is
necessary to conduct an informal inquiry or a formal investigation and, if so,
initiate such inquiry or investigation; and (d) report the results of any such
inquiry or investigation, together with a recommendation as to disposition of
the matter, to the Audit Committee or Corporate Governance Committee of the
Board of Directors. Associates, officers and directors are expected to cooperate
fully with any inquiry or investigation by the Company regarding an alleged
violation of this Code. Failure to cooperate with any such inquiry or
investigation may result in disciplinary action, up to and including discharge.

         The Company shall determine whether violations of this Code have
occurred and, if so, shall determine the disciplinary measures to be taken
against any associate who has violated this Code. In
<PAGE>
the event that the alleged violation involves an executive officer or a
director, the Chief Executive Officer and the Board of Directors, respectively,
shall determine whether a violation of this Code has occurred and, if so, shall
determine the disciplinary measures to be taken against such executive officer
or director.

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



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