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Exhibit 14.1
 
 CODE OF BUSINESS CONDUCT AND ETHICS
 RE-ADOPTED BY THE BOARD OF DIRECTORS OF SOMANETICS CORPORATION
ON NOVEMBER 2, 2007
 Introduction
   If you are in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 14 of this Code.
 1.
    
    Compliance with Laws, Rules and Regulations
   2.
    
    Conflicts of Interest




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(SOMANETICS CORPORATION LETTERHEAD)
    
    Code of Business Conduct and Ethics
  3.
    
    Insider Trading
  4.
    
    Corporate Opportunities
  5.
    
    Competition and Fair Dealing
  2




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(SOMANETICS CORPORATION LETTERHEAD)
    
    Code of Business Conduct and Ethics
  6.
    
    Discrimination and Harassment
  7.
    
    Health and Safety
   8.
    
    Record-Keeping
    3




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(SOMANETICS CORPORATION LETTERHEAD)
    
    Code of Business Conduct and Ethics
  9.
    
    Confidentiality
  10.
    
    Protection and Proper Use of Somanetics Assets
   11.
    
    Payments to Government Personnel
  4




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(SOMANETICS CORPORATION LETTERHEAD)
    
    Code of Business Conduct and Ethics
  12.
    
    Waivers of the Code of Business Conduct and Ethics
  13.
    
    Reporting any Illegal or Unethical Behavior or Violations of this Code
  Employee Complaint Procedures for
Accounting and Auditing Matters,
   5




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(SOMANETICS CORPORATION LETTERHEAD)
    
    Code of Business Conduct and Ethics
 14.
    
    Compliance Procedures
  
    
    Make sure you have all the facts. In order to reach the right solutions, we
must be as fully informed as possible.
    
    Ask yourself: What specifically am I being asked to do? Does it seem unethical
or improper? This will enable you to focus on the specific question you are faced
with, and the alternatives you have. Use your judgment and common sense; if something
seems unethical or improper, it probably is.
    
    Clarify your responsibility and role. In most situations, there is shared
responsibility. Are your colleagues informed? It may help to get others involved and
discuss the problem.
    
    Discuss the problem with your manager. This is the basic guidance for all
situations. In many cases, your manager will be more knowledgeable about the question,
and will appreciate being brought into the decision-making process. Remember that it
is your managers responsibility to help solve problems.
    
    Seek help from Company resources. In the event that it is not appropriate
to discuss an issue with your manager (or you do not have a manager), or where you do
not feel comfortable approaching your manager with your question, discuss it with the
Chief Administrative Officer, another Company officer or the Audit Committee of the
Board of Directors.
    
    You may report ethical violations in confidence and without fear of
retaliation. If your situation requires that your identity be kept secret, your
anonymity will be protected. Somanetics does not permit retaliation of any kind
against employees, officers and directors for good faith reports of ethical violations.
    
    Always ask first, act later: If you are unsure of what to do in any
situation seek guidance before you act.
 6




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(SOMANETICS CORPORATION LETTERHEAD)
    
    Code of Business Conduct and Ethics
 15.
    
    Disclosures and Controls
   16.
    
    Accountability for Adherence to this Code of Business Conduct and Ethics
  7




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(SOMANETICS CORPORATION LETTERHEAD)
    
    Code of Business Conduct and Ethics
 ACKNOWLEDGMENT OF RECEIPT
  _________________________________
    
    
    
    _________________________________Signature
    
    
    
    Date_________________________________Print Name
 8