**Exhibit 14.1**

**Code of Conduct**

**GENERALPRINCIPLES**

The directors, officersand employees of PQ Corporation, its subsidiaries and affiliated companiesworldwide (the “Company”) shall adhere to ethical standards of conduct when dealing with eachother and with the Company’s customers, vendors, suppliers, competitors andother third parties. They will always act in a manner that reflects the Company’svalues and attitudes as a responsible member of the communities in which weoperate. It is the Company’s policy to be lawful, highly principled andsocially responsible in all of its business practices.

**PURPOSE**

Our Code of Conduct (the “Code”) has been designed to communicate theCompany’s commitment to ethical business conduct and to provide guidance toemployees so that they may apply these principles in the daily performance oftheir job responsibilities. It summarizes the principles and policies createdto deal with issues such as hiring and employment practices, conflicts ofinterest, harassment, bribery, political contributions, environmental andhealth/safety issues.

The purpose of this Code is to provide basic guidelines for situationsin which ethical issues arise.  It is notintended to address every specific situation. As such, nothing in the Code prohibits or restricts the Company fromtaking any disciplinary action on any matters pertaining to employee conduct,whether they are expressly discussed in this document.  The Code is not intended to create anyexpress or implied contract with any employee or third party.

**COMPLIANCE**

The Company, throughout the world, has a reputation for conductingbusiness honestly and with integrity. Directors, officers and employees are responsible for understanding thelegal and policy requirements that apply to their jobs and for applying thoserequirements in the daily performance of their jobs.

It is the policy of the Company to comply with all applicable laws,including, without limitation, employment, competition, securities andenvironmental laws.  No director,officer, or employee of the Company has the authority to violate any law or todirect another employee or any other person to violate any law on behalf of theCompany.

Employees should contact the Legal Department if they have questionsabout any provision of this Code. Failure to comply with any of the provisions of this Code may subjectthe employee to disciplinary measures, including possible termination ofemployment.

**POLICIESAND PROCEDURES**

The following topics may have a Company Policy and/or Company Procedurein place.  Refer to these CompanyPolicies and Procedures****on the PQintranet for additional and/or more specific information.

Copies of all applicable policies and procedures are also available uponrequest from the Human Resources Department or the Legal Department**.**

**HUMANRESOURCES AND EMPLOYEES**

Employment Policies

Employees are entitled to fair and respectful treatment by theirsupervisors, managers, subordinates and peers.

The Company has established procedures to ensure that all personnelactions, such as hiring, compensation, benefits, transfers, company-sponsoredtraining and educational assistance, social and recreational programs, and theuse of all company facilities and services are administered on anondiscriminatory basis.  Thoseprocedures are specifically set forth in the various Company policies which canbe found on the Company Intranet.

Employees have a responsibility to maintain a workplace free fromviolence, harassment and discrimination of any sort on the basis of race,religion, national origin, gender, sexual orientation, disability, age or anyother basis prohibited by law. An employee may not interfere with or retaliateagainst another employee who seeks to invoke their rights under the laws 

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governing labor and employee relations, or who voluntarily participatesin a company investigation of alleged improper conduct.

Avoidance of Conflicts of Interest

It is the Company’s policy that no director, officer, or employee placethemselves in a position where their actions, personal interests, or activitiesare in conflict with the interests of the Company.

Directors, officers and employees may not have any direct or indirectcontrolling interest (as investor, lender, employee or other service provider)in any enterprise that competes with the Company or which has current orprospective business with the Company when that individual may be able toinfluence such business with the Company, except when the interest has beenfully disclosed to and approved by the Company.

Gifts and Entertainment

Gifts (products, merchandise, personal services or favors) of nominalvalue are considered to be acceptable activity in the ordinary course of doingbusiness. Specific guidelines are set forth in the Gifts and Favors Policyand Procedures**,** which can befound on the Company Intranet.

Use of Company Property and Information

Directors, officers and employees are obligated to protect the Company’sassets and to use them efficiently. Those assets include tangible and intangible assets, such asconfidential Company information. Confidential information may include, but isnot limited to, information concerning pricing, products and services that arebeing developed, formulae, processes, plans, financial data, productioninformation, customer lists, marketing strategies, employee records and othersuch trade secrets, including information pertaining to any prospective Companyacquisition or divestiture.  Thisinformation must not be used in any way other than as required in theperformance of an employee’s duties.

**HEALTH,SAFETY & ENVIRONMENT (HSE)**

The Company is committed to operating in a responsible manner thatsafeguards the health and safety of its employees, customers, the community andother stakeholders and protects the environment.

All employees are expected to act in accordance with the PQ CorporationHSE Mission Statement and Guiding Principles and abide by the guidelines setforth in the Health, Safety and Environmental (HSE) ResponsibilitiesPamphlet.

Failure to comply with health, safety and environmental laws andregulations, permit requirements and Company HSE policies or failure toaccurately and timely report HSE information to the appropriate authorities isconsidered a major violation of Company policy and is of such a degree ofseriousness that the continued employment of the offender will be evaluated.

**FINANCE,ACCOUNTING AND TREASURY**

The Company’s financial statements and the books and business records onwhich they are based must accurately and completely reflect all corporatetransactions.  All receipts anddisbursements of corporate funds must be properly recorded, and records mustdisclose the nature and purpose of corporate transactions.  One of the duties of auditors is to ensurethat the Company strictly follows these rules. Directors, officers and employees are expected to fully cooperate withthe auditors and under no circumstances withhold or conceal information fromthem.

Employees with supervisory duties shouldestablish and implement appropriate internal accounting controls over all areasof their responsibility to ensure the safeguarding of the assets of theCompany, the accuracy of its financial records and reports, and ensure that nofalse or intentionally misleading entries are made in the Company’s accountingrecords.

Employees are expected to immediately report any improper transaction oraccounting practice to their supervisor, a member of the audit committee or thePQ Concern Line.

**INFORMATIONAND TECHNOLOGY MANAGEMENT**

Information technology equipment and services (such as computers, e-mail,telephones, and the Internet) are provided by the Company for use by itsemployees, and they remain the property of the Company.  They are intended to be used for 

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Company business and, as such, the Company retains the right toreview and monitor all such systems and services at any time, withoutwarning.  Employees are expected tocomply with the guidelines set forth in the Company’s Internet Usage,Electronic Media and Services Policy  andProcedures.

**LEGAL**

Company Political Involvement and Contributions

The Company must comply with campaign finance laws and regulations thatprohibit improper activities by Company employees and others acting on theCompany’s behalf, both on and off company property. The Company also prohibitsuse of its facilities or equipment for political campaigning, fundraising orpartisan political purposes.

Avoidance of Insider Trading

No person affiliated with the Company may directly or indirectly effectsecurities transactions on the basis of “insider information” until thatinformation is fully disseminated to the public.  Insider information is any information abouta company or its business about which an employee may learn in connection withtheir employment, which is not generally known to the public, and which couldaffect a decision to buy, sell or hold the stock of a company.  Use of insider information, as well as “tipping,”which is communicating such information to anyone who might use it to purchaseor sell securities, are prohibited.

Foreign Corrupt Practices Act (“FCPA”)

All employees mustconduct business in a way which will assure compliance with the Foreign CorruptPractices Act (FCPA), a United States law that prohibits giving money or anyother thing of value to a government official with the intention of corruptlyinfluencing the official’s actions. No payments will be authorized, offered ormade, nor gifts or anything of value be promised, directly or indirectly, toany foreign official, political party or official of that political party, orto any candidate for political office, which is intended to corruptly influencean official act or decision of such a person. Every Company employee, agent andcontractor must properly account for the use of Company funds and assets.Failure to comply with this policy may subject an employee to discipline.

Any questions concerning a transaction that could be construed asbribery, kickback or fraud should be directed to the Legal Department.

Compliance with Competition Laws

The governments of most countries in which the Company conducts businesshave enacted antitrust or “competition” laws. Their purpose is to ensure that markets for goods and services operatecompetitively and efficiently so customers enjoy the benefit of opencompetition among their suppliers. Sellers similarly benefit from competitionamong their purchasers.  In the UnitedStates and some other jurisdictions, violations of the competition laws canlead to substantial civil liability — triple the actual economic damages.  Moreover, violations of the competition lawsmay be treated as criminal acts that can result in criminal liability for bothcorporations and individuals.

It is the policy of the Company to engage in fair competition, incompliance with global antitrust and competition laws.  Employees must be alert to avoid even theappearance of conduct which may be considered anti-competitive or a restraintof trade.

It is important that employees consult the Legal Department whenevertheir business activities might be regulated by these laws.

Conduct of International Operations

All employees must uphold the integrity of the Company in all nations inwhich we do business.  Laws and customsvary throughout the world, so it is imperative that employees be sensitive tolocal customs and legal requirements that apply when conducting business.

Compliance with Sanctions and Trade Embargoes

Employees must abide by all economic sanctions or embargoes that theUnited States has adopted, whether they apply to 

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foreign countries, political organizations, or particular foreignindividuals and entities.  Inquiresregarding whether a transaction on behalf of the Company complies withapplicable sanction and trade embargo programs should be directed to the LegalDepartment.

Information and Records Management 

All employees are required to comply with the procedures sets forth inthe Company’s Records Retention Policy as it applies to documentsgenerated and/or accumulated in connection with his or her jobresponsibilities.

**ENFORCEMENTAND DISSEMINATION**

The Chief Executive Officer of the Company has the ultimateresponsibility for ensuring compliance with the Code.  The General Counsel is responsible for theadministration of the Code.  ThePresidents of the Company’s business units and subsidiary companies are responsiblefor ensuring that their business units are operated in compliance with theCode.  Company managers are responsiblefor ensuring that each of his or her employees have read and understand andwill be required to comply with the Code.

**REPORTINGNON-COMPLIANCE**

Employees are encouraged to report to their management any suspectedviolations of the Code, unlawful, unethical or improper business practices orviolations of Company policies. Such suspected violations may include impropertrade practices, health, safety or environmental concerns, improper employmentpractices, or misuse of Company property.

Suspected violations mayalso be reported to your local Human Resources Department, or the LegalDepartment at Company headquarters in Valley Forge, Pennsylvania, U.S.A. TheCompany will maintain confidentiality to the fullest extent possible.  If you are not comfortable with theseoptions, you may also report suspected violations anonymously through thePQ/Potters Concern Line (“Concern Line”).

The Concern Line is aservice provided to the Company by an independent contractor.  Its employees are professional and aretrained to handle all calls confidentially. The information callers providewill be reported to the Company’s Legal Department for investigation andappropriate action. Callers will be assigned a confidential identificationnumber which will enable them to inquire as to the status of an investigation.

The Company will notretaliate against or impose any other form of retribution on any employee as aresult of their report of a suspected violations or improper activity.

**REQUIREMENTSFOR CONFIRMING COMPLIANCE WITH THE CODE**

The Code is to be followed at all levelsof our organization. If you have received this Code, it has been determinedthat your job classification is of such a nature that you must verifycompliance with the Code.

After you have completed reading the Code and any related policies andprocedures, please print out this Acknowledgment page, sign it and return itto the Legal Department at PQ Valley Forge Headquarters, 1200 W. SwedesfordRoad, Berwyn, PA 19312.

**ACKNOWLEDGMENT**

By signing below, I certify that I have received, read, understand andwill abide by the Company’s Code of Conduct and I am not aware of anyviolations of the Code.
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