EXHIBIT 14.1

           DOVER INVESTMENTS CORPORATION
                         CODE OF ETHICS

1.     Introduction

We are committed to maintaining the highest standards of ethical
conduct.  This Code of Ethics reflects the business practices and
principles of behavior that support this commitment.  Our Board
of Directors is responsible for setting the standards of conduct
contained in this Code and for updating these standards as
appropriate to reflect legal and regulatory developments.
We expect every employee, officer and director to read and
understand this Code and its application to the performance
of his or her business responsibilities.  We will hold each of
our employees, officers and directors accountable for adherence
to this Code.  Those who violate this Code will be subject to
disciplinary action, up to and including termination.

2.     Compliance Officer

The Company has designated our Senior Accountant as our
Compliance Officer to administer this Code.  Employees,
officers or directors, at their discretion, may make any report or
complaint provided for in this Code to the Compliance Officer.
The Compliance Officer will refer complaints submitted, as
appropriate, to the Board of Directors or an appropriate
Committee of the Board.

3.     Compliance With Applicable Laws

All employees, officers and directors of the Company must comply
with all of the laws, rules and regulations of the United States and
other countries, as well as the states, counties, cities and other
jurisdictions, applicable to the Company or its business. This Code
does not attempt to summarize all laws, rules and regulations
applicable to the Company or its business.  Please consult with the
Compliance Officer if you have questions about laws that you think
may be applicable to the Company or its business.

4.     Conflicts Of Interest

A "conflict of interest" may exist whenever the private interests of an
employee, officer or director conflict in any way (or even appear to
conflict) with the interests of the Company.  While our employees,
officers and directors should be free to make personal investments and
enjoy social relations and normal business courtesies, they must
not have any personal interests that adversely influence the
performance of their job responsibilities.  A conflict situation can
arise when an employee, officer or director takes actions or has
interests that may make it difficult to perform his or her Company
work objectively.  Conflicts of interest may also 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, whether received from the Company or a third party.
Gifts to, loans to, or guarantees of obligations of, employees, officers
and directors and their respective family members may create conflicts
of interest.  Federal law prohibits personal loans from the Company
to directors and executive officers.  In addition, in general, it is a
conflict of interest for a Company employee or officer to work
simultaneously for a competitor, customer or supplier absent an
express written consent or waiver from the Company. Conflicts of
interest may not always be clear-cut, so if you have a question,
you should consult with the Compliance Officer.  Any employee,
officer or director who becomes aware of a conflict or potential
conflict should bring it to the attention of the Compliance Officer.

5.     Public Company Reporting

As a public company, it is of critical importance that the Company's
filings with the Securities and Exchange Commission be full, fair,
accurate, timely and understandable.  Depending on their respective
positions with the Company, employees, officers or directors may be
called upon to provide information necessary to assure that the
Company's public reports meet these requirements.  The Company
expects employees, officers and directors to take this responsibility
very seriously and to provide prompt and accurate answers to
inquiries related to the Company's public disclosure requirements.

6.     Reporting Any Illegal Or Unethical Behavior

Employees are encouraged to promptly contact the Compliance
Officer if the Employee believes that the Employee has observed a
violation of this Code of Ethics or any other illegal or unethical
behavior by any officer, director or employee or by anyone purporting
to be acting on the Company's behalf, or if the Employee has any
doubt about the best course of action in a particular situation.  Such
reports may be made anonymously.  Confidentiality will be protected,
subject to applicable law, regulation or legal proceeding.
7.     Enforcement

Any violators of this Code will be subject to disciplinary action.  The
disciplinary actions will be determined by the Board of Directors or
its designee.  The Company intends such disciplinary action to reflect
our belief that all employees, officers and directors should be held
accountable to the standards of conduct set forth herein.  Accordingly,
such disciplinary action may include, without limitation, censure by
the Board, demotion, re-assignment, suspension or termination,
depending on the nature and the severity of the violation.

8.     No Retaliation

The Company complies fully with all applicable whistleblower
statutes and will not permit any unlawful retaliation against anyone
who makes a report or complaint that a violation of this Code
or other illegal or unethical conduct has occurred.

9.     Amendment, Modification And Waiver

This Code may be amended or modified from time to time by the
Board of Directors, subject to the disclosure and other provisions
of the Securities Exchange Act of 1934 and the rules thereunder.
Any amendment, modification or waiver of the provisions of this
Code for executive officers or directors of the Company may only
be made by the Board of Directors, and must be promptly disclosed
to shareholders, as required by the Securities Exchange Act of 1934
and the rules thereunder.