Exhibit 14.1


                              NIAGARA CORPORATION

                           MANAGEMENT CODE OF ETHICS
                           -------------------------


Introduction

We at Niagara Corporation ("Niagara," and together with its subsidiaries, the
"Company") are committed to conducting our business in accordance with all
applicable laws, rules and regulations and the highest ethical standards of
business conduct, and to full and accurate financial disclosure in compliance
with all applicable laws. This Code of Ethics (this "Code"), adopted by
Niagara's Board of Directors, reflects that commitment and applies to all of
the Company's officers, including Niagara's Chief Executive Officer, Chief
Financial Officer and Corporate Controller, and the Controllers, Assistant
Controllers and Managing, Finance, Sales and Operations Directors of Niagara's
subsidiaries and their divisions (collectively, "Management").

As a member of Management, you must not only comply and promote compliance
with all applicable laws, rules and regulations, you also must engage in and
promote honest and ethical conduct and abide by the Company's other applicable
policies and procedures that govern the conduct of our business. Your
leadership responsibilities also include creating a culture of ethical
business conduct and commitment to compliance, maintaining a work environment
that encourages employees to raise concerns, and promptly addressing employee
compliance concerns.


Compliance With Laws, Rules And Regulations

You are required to comply with all laws, rules and regulations that govern
the conduct of our business and to report any suspected violations in
accordance with the section below entitled "Reporting Illegal or Unethical
Behavior and Compliance With Code Of Ethics." The Company from time to time
has implemented policies, and in the future may implement new policies, to
provide guidance as to certain of these laws, rules and regulations.

One of the Company's critical policies is the policy on insider trading. You
are prohibited by Company policy and the law from buying or selling Niagara
securities at a time when in possession of "material nonpublic 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 Niagara securities and to securities of other
companies if you learn material nonpublic information about other companies,
such as the Company's customers, in the course of your duties for the Company.
You should not disclose material nonpublic 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.

Information is "material" if (i) there is a substantial likelihood that a
reasonable investor would find the information "important" in determining
whether to trade in a security; or (ii) the information, if made public,
likely would affect the market price of a company's securities.(1) Information
is considered to be nonpublic 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.(2)


_________________

(1) Examples of types of material information include unannounced earnings,
financial results, dividends, 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.

(2) Examples of adequate disclosure include public filings with securities
regulatory authorities and the issuance of press releases. A delay of two
business days is generally considered a sufficient period for routine
information to be absorbed by the market.




The consequences of insider trading are very severe, and any member of
Management found to have violated this policy will be subject not only to
immediate disciplinary action by the Company but also potential fines and
imprisonment.

Members of Management are reminded that in accordance with Company policy,
they are required to consult with Niagara's General Counsel before buying or
selling Niagara securities.


Honest and Ethical Conduct

In furtherance of your obligation to engage in and promote honest and ethical
conduct in connection with Company business, each member of Management must:

     o   Properly record all funds, assets, receipts, transactions and
         disbursements of the Company in the Company's books, records and
         accounts, and otherwise maintain such books, records and accounts in
         reasonable detail and in accordance with all applicable legal
         requirements and the Company's systems of internal controls.

     o   Refrain from intentionally (i) making any false or misleading entries
         in the books, records and accounts of the Company or (ii) issuing any
         false or misleading reports pertaining to the Company or its
         operations.

     o   Comply with the requirements of applicable accounting and auditing
         standards, as well as Company policies, in the maintenance of a high
         standard of accuracy and completeness in the Company's financial
         records and other business-related information and data.

     o   Preserve, not destroy and take steps to avoid the automatic
         destruction of all records (including documents, computer files,
         e-mails and voicemails) in your possession or control that may be
         relevant to any pending or contemplated subpoena, litigation or
         government investigation upon learning of the same. Destruction of
         such records, even if inadvertent, may be illegal and could lead to
         serious consequences to the Company and for you, including fines and
         imprisonment.

     o   Protect the assets of the Company and ensure their proper use.

     o   Maintain the confidentiality of confidential information entrusted to
         you by the Company, its customers, suppliers, employees and/or
         others, except where disclosure is authorized by Niagara's General
         Counsel or required by law.

     o   Cooperate with and not impede, interfere with or improperly influence
         any audit of the Company's financial statements or investigation into
         the financial affairs of the Company conducted or authorized by the
         Audit Committee of Niagara's Board of Directors (the "Audit
         Committee").

     o   Deal fairly with the Company's customers, suppliers, employees and
         others with whom they interact in connection with Company business.

     o   Otherwise adhere to a high standard of business ethics.


Conflicts Of Interest

All members of Management are expected to handle in an ethical manner any
situation or relationship that could give rise to an actual or apparent
conflict of interest. To that end, no member of Management shall make any
investment, accept any position or benefits, participate in any transaction or
business arrangement or otherwise act in a manner that creates or appears to
create a conflict of interest unless he or she makes full disclosure of all
facts and circumstances to the Audit Committee and Niagara's General Counsel,
and obtains the prior written approval of the Audit Committee.

A conflict of interest occurs when the private interests of an individual
interfere, or even appear to interfere, with the Company's interests. Such
situations can arise when you take actions or have interests that make it
difficult for you to perform your Company work objectively. While it is not
possible to list every conceivable conflict situation, the following are some
common examples:

     o   any significant ownership interest in any customer, supplier or
         service provider;

     o   any consulting or employment relationship with any customer, supplier
         or competitor;

     o   the receipt of any money, non-nominal gifts or excessive
         entertainment from any company with which the Company has current or
         prospective business dealings;

     o   selling anything to the Company or buying anything from the Company,
         except on the same terms and conditions as others are permitted to so
         purchase or sell or participating in a joint venture, partnership or
         other business arrangement with the Company; and

     o   any outside business activity that detracts from an individual's
         ability to devote appropriate time and attention to his or her
         responsibilities with the Company.

All members of Management should review their private situations for possible
conflicts of interest. Conflicts of interest are not always clear. If you are
uncertain as to whether an actual or potential conflict exists, you should err
on the side of disclosing the matter to the Audit Committee and Niagara's
General Counsel.


Public Disclosure

It is the Company's policy to make full, fair, accurate, timely and
understandable disclosure in all reports and documents that the Company files
with, or submits to, the Securities and Exchange Commission and in all other
public communications of the Company. As a member of Management, you are
required to promote compliance with this policy and to abide by Company
standards, policies and procedures designed to promote compliance with this
policy. All individuals who are involved in the Company's disclosure process
must strictly abide by that policy and are required to know and understand the
disclosure requirements applicable to those disclosures for which he or she is
responsible. Specifically, each member of Management must:

     o   not knowingly misrepresent, or cause others to misrepresent, facts
         about the Company to others, whether within or outside the Company,
         including to the Disclosure Committee (as defined below), the Audit
         Committee, the Company's independent auditors and governmental
         regulators and officials; and

     o   in relation to his or her area of responsibility, properly review and
         critically analyze proposed disclosure for accuracy and completeness.


In furtherance of this policy, Niagara has established a disclosure committee
consisting of its Chief Executive Officer, General Counsel, Chief Financial
Officer and Corporate Controller (the "Disclosure Committee"). The general
function of the Disclosure Committee is to oversee the accuracy and timeliness
of all disclosures made by Niagara to its security holders and the investment
community. Members of the Disclosure Committee are available to discuss any
questions you may have regarding disclosure controls and procedures.

Individuals who are not official Company spokespersons may not speak with the
press, securities analysts, other members of the financial community or
stockholders 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 press, the financial community or stockholders
should be referred to Niagara's Chief Executive Officer or General Counsel.
Requests for information from government regulators or officials should be
referred to Niagara's General Counsel.


Reporting Illegal or Unethical Behavior and Compliance With Code Of Ethics

Any member of Management who knows of or suspects a violation of this Code or
any other illegal or unethical conduct, whether actual or potential, should
immediately notify a member of the Audit Committee and Niagara's General
Counsel. All such notifications will be treated confidentially to the extent
reasonably possible. It is the policy of the Company to prohibit retaliation
of any kind against any such person who makes a report in good faith (even if
the report, upon investigation, turns out to be erroneous) or who assists in
the investigation of a reported violation. Acts of retaliation should be
reported immediately to a member of the Audit Committee and Niagara's General
Counsel and may result in severe disciplinary action, including termination of
employment.

Reported violations, both actual and potential, will be promptly investigated,
and you are expected to cooperate with any such investigation. The Audit
Committee shall determine, or shall designate appropriate persons to
determine, appropriate action in response to violations of this Code or other
illegal or unethical conduct. Illegal or unethical conduct may also subject
the individuals involved to civil litigation, regulatory action and criminal
prosecution.


Waivers Of Code Of Ethics

From time to time, the Company may waive certain provisions of this Code where
circumstances warrant a waiver. Any member of Management who believes that his
or her circumstances may warrant a waiver should discuss the matter with
Niagara's General Counsel who, in turn, will bring it to the attention of the
Audit Committee. Any waivers of or amendments to this Code may be made only by
the Audit Committee and will be promptly disclosed to Niagara's stockholders
together with the reasons for such waiver, as required by law and the
applicable regulation.


No Rights Created

This Code is a statement of certain fundamental principles, policies and
procedures to be observed by Management in the conduct of the Company's
business. It is not intended to, and does not create, any rights of any
employee or third party, and shall be enforceable only by the Company, unless
otherwise provided under applicable laws, rules and regulations.