Exhibit 14.1**CODE OF BUSINESS CONDUCT AND ETHICS****RE-ADOPTED BY THE BOARD OF DIRECTORS OF SOMANETICS CORPORATION****ON NOVEMBER 16, 2006****Introduction**          This Code of Business Conduct and Ethics covers a wide range of business practices andprocedures. It does not cover every issue that may arise, but it sets out basic principles toguide all employees, officers and directors of Somanetics. All of our employees, officers anddirectors must conduct themselves accordingly and seek to avoid even the appearance of improperbehavior.          You must comply with the law, in the unexpected situation where a law conflicts with a policyin this Code. If you have any questions about these conflicts, you should ask your manager orother appropriate person how to handle the situation.          Those who violate the standards in this Code will be subject to disciplinary action, up to andincluding termination of employment or other service or actions to remove you from service with theCompany. *If you are in a situation which you believe may violate or lead to a violation of thisCode, follow the guidelines described in Section 14 of this Code.***1. Compliance with Laws, Rules and Regulations**          Obeying the law, both in letter and in spirit, is the foundation on which Somanetics’ ethicalstandards are built. All employees, officers and directors must respect, obey and comply with allapplicable governmental laws, rules and regulations, including those of the cities, states andcountries in which we operate. Although not all employees, officers and directors are expected toknow the details of these laws, rules and regulations, it is important to know enough to determinewhen to seek advice from managers or other appropriate persons.          If requested, Somanetics will hold information and training sessions to promote compliancewith laws, rules and regulations, including insider-trading laws.**2. Conflicts of Interest**          A “conflict of interest” exists when a person’s private interest interferes in any way withthe interests of Somanetics. A conflict situation can arise when an employee, officer or directortakes action or has interests that may make it difficult to perform his or her Company workobjectively and effectively. Conflicts of interest may also arise when an employee, officer ordirector, or members of his or her family, receives improper personal benefits as a result of hisor her position at Somanetics. Loans to, or guarantees of obligations of, employees, officers,directors and their family members may create conflicts of interest.
 

 
          It is almost always a conflict of interest for a Somanetics employee, officer or director towork simultaneously for a competitor, customer or supplier. You are not allowed to work for acompetitor as a consultant or board member. The best policy is to avoid any direct or indirectbusiness connection with our customers, supplies or competitors, except on our behalf. Conflictsof interest are prohibited as a matter of Company policy, except under guidelines approved by theBoard of Directors. Conflicts of interest may not always be clear-cut, so if you have a question,you should consult with a Somanetics officer, Somanetics’ Audit Committee or Somanetics’ legalcounsel. Any employee, officer or director who becomes aware of a conflict or potential conflictshould bring it to the attention of a manager or other appropriate person or consult the proceduresdescribed in Section 14 of this Code.**3. Insider Trading**          Employees, officers and directors who have access to confidential information (and anyemployee, officer or director could have access to such information) are not permitted to use orshare that information for stock trading purposes or for any other purpose except the conduct ofour business. All non-public information about Somanetics should be considered confidentialinformation. To use non-public information for personal financial benefit or to “tip” others whomight make an investment decision on the basis of this information is not only unethical but alsoillegal. In order to assist with compliance with laws against insider trading, Somanetics hasadopted a specific policy governing employees’, officers’ and directors’ trading in securities ofthe Company. This policy has been distributed to every employee, officer and director. If youhave any questions, please consult the Chief Administrative Officer or Somanetics’ legal counsel.**4. Corporate Opportunities**          Employees, officers and directors are prohibited from taking for themselves personallyopportunities that are discovered through the use of corporate property, information or positionwithout the consent of the Board of Directors. No employee, officer or director may use corporateproperty, information, or position for improper personal gain, and no employee, officer or directormay compete with Somanetics directly or indirectly. Employees, officers and directors owe a dutyto Somanetics to advance its legitimate interests when the opportunity to do so arises.**5. Competition and Fair Dealing**          We seek to outperform our competition fairly and honestly. Stealing proprietary information,possessing trade secret information that was obtained without the owner’s consent, or inducing suchdisclosures by past or present employees of other companies is prohibited. Each employee, officerand director should endeavor to respect the rights of and deal fairly with Somanetics’ customers,suppliers, competitors, employees, officers and directors. No employee, officer or director shouldtake unfair advantages of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts, or any other intentional unfair-dealing practice.
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          The purpose of business entertainment and gifts in a commercial setting is to create good willand sound working relationships, not to gain unfair advantage with customers. No gift orentertainment should ever be offered, given, provided or accepted by any Somanetics employee,officer, director, family member of an employee, officer or director or agent unless it: (1) is nota cash gift, (2) is consistent with customary business practices, (3) is not excessive in value,(4) cannot be construed as a bribe or payoff and (5) does not violate any laws, rules orregulations. Please discuss with your manager or other appropriate person any gifts or proposedgifts which you are not certain are appropriate.**6. Discrimination and Harassment**          The diversity of Somanetics’ employees, officers and directors is a tremendous asset. We arecommitted to providing equal opportunity in all aspects of employment and will not tolerate anyillegal discrimination or harassment of any kind. Examples include derogatory comments based onracial or ethnic characteristics and unwelcome sexual advances. Each employee, officer anddirector has been given a copy of our policy which prohibits such actions and provides a method toreport prohibited behavior.**7. Health and Safety**          Somanetics strives to provide each employee, officer and director with a safe and healthy workenvironment. Each employee, officer and director has responsibility for maintaining a safe andhealthy workplace for all employees, officers and directors by following safety and health rulesand practices and reporting accidents, injuries and unsafe equipment, practices or conditions.          Violence and threatening behavior are not permitted. Employees, officers and directors shouldreport to work in condition to perform their duties, free from the influence of illegal drugs oralcohol. The use of illegal drugs in the workplace will not be tolerated.**8. Record-Keeping**          Somanetics requires honest and accurate recording and reporting of information in order tomake responsible business decisions. For example, only the true and actual number of hours workedshould be reported.          Many employees, officers and directors regularly use business expense accounts, which must bedocumented and recorded accurately. If you are not sure whether a certain expense is legitimate,ask your manager, the Chief Financial Officer or another appropriate person.          All of Somanetics’ books, records, accounts and financial statements must be maintained inreasonable detail, must appropriately reflect Somanetics’ transactions and must conform both toapplicable legal requirements and to Somanetics’ system of internal controls. Unrecorded or “offthe books” funds or assets should not be maintained unless permitted by applicable law orregulation and with the knowledge of the Chief Executive Officer and the Chief Financial Officer.
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          Business records and communications often become public, and we should avoid exaggeration,derogatory remarks, guesswork, or inappropriate characterization of people and companies that canbe misunderstood. This applies equally to e-mail, internal memos, and formal reports. Recordsshould always be retained or destroyed according to Somanetics’ record retention policies. Inaccordance with those policies, in the event of litigation or governmental investigation pleaseconsult the Chief Administrative Officer.**9. Confidentiality**          Employees, officers and directors must maintain the confidentiality of confidentialinformation entrusted to them by Somanetics or its customers, except when disclosure is authorizedby a company officer or legal counsel, or required by laws, rules or regulations. Confidentialinformation includes all non-public information that might be of use to competitors, or harmful toSomanetics or its customers, if disclosed. It also includes information that suppliers andcustomers have entrusted to us. The obligation to preserve confidential information continues evenafter employment or other service ends. In connection with this obligation, every employee andofficer should have executed a confidentiality agreement when he or she began his or her employmentwith Somanetics.**10. Protection and Proper Use of Somanetics’ Assets**          All employees, officers and directors should endeavor to protect Somanetics’ assets and ensuretheir efficient use. Theft, carelessness, and waste have a direct impact on Somanetics’profitability. Any suspected incident of fraud or theft should be immediately reported forinvestigation. Company equipment should not be used for non-Company business, though incidentalpersonal use may be permitted.          The obligation of employees, officers and directors to protect Somanetics’ assets includes itsproprietary information. Proprietary information includes intellectual property such as tradesecrets, patents, trademarks, and copyrights, as well as business, marketing and service plans,engineering and manufacturing ideas, designs, databases, records, salary information and anyunpublished financial data and reports. Unauthorized use or distribution of this information wouldviolate Somanetics’ policy. It could also be illegal and result in civil or even criminalpenalties.**11. Payments to Government Personnel**          The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidates in order to obtainor retain business. It is strictly prohibited to make illegal payments to government officials ofany country.
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          In addition, the U.S. government has a number of laws, rules and regulations regardingbusiness gratuities which may be accepted by U.S. government personnel. The promise, offer ordelivery to an official or employee of the U.S. government of a gift, favor or other gratuity inviolation of these rules would not only violate Somanetics’ policy but could also be a criminaloffense. State and local governments, as well as foreign governments, may have similar rules.Somanetics’ Chief Administrative Officer can provide guidance to you in this area.**12. Waivers of the Code of Business Conduct and Ethics**          Any waiver of this Code for executive officers or directors may be made only by the Board andwill be promptly disclosed as required by law or stock exchange or association regulation.**13. Reporting any Illegal or Unethical Behavior or Violations of this Code**          Employees, officers and directors are encouraged to talk to managers, officers or otherappropriate persons about observed illegal or unethical behavior and when in doubt about the bestcourse of action in a particular situation. It is Somanetics’ policy not to allow retaliation forreports of misconduct by others made in good faith by employees, officers or directors. Employees,officers and directors are expected to cooperate in internal investigations of misconduct.          Employees, officers and directors must read Somanetics’ **Employee Complaint Procedures forAccounting and Auditing Matters,**which describes Somanetics’ procedures for the receipt, retention,and treatment of complaints received by the Company regarding accounting, internal accountingcontrols, or auditing matters. Any employee, officer or director may submit a good faith concernregarding questionable accounting or auditing matters without fear of dismissal or retaliation ofany kind.          Each employee, officer and director of Somanetics shall promptly bring to the attention of theChief Executive Officer, the Chief Administrative Officer, the Audit Committee or a combination ofthem, as appropriate, any information he or she may have concerning any violation of this Code ofBusiness Conduct and Ethics, including any actual or apparent conflicts of interest betweenpersonal and professional relationships, involving any employee, officer or director of Somanetics.          Each employee, officer and director of Somanetics shall promptly bring to the attention of theChief Executive Officer, the Chief Financial Officer, the Audit Committee or a combination of them,as appropriate, any information he or she may have concerning evidence of a material violation ofthe securities or other laws, rules or regulations applicable to Somanetics and the operation ofits business, by Somanetics or any of its agents.
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**14. Compliance Procedures**          We must all work to ensure prompt and consistent action against violations of this Code.However, in some situations it is difficult to know if a violation has occurred. Since we cannotanticipate every situation that will arise, it is important that we have a way to approach a newquestion or problem. These are the steps to keep in mind: **•** Make sure you have all the facts. In order to reach the right solutions, wemust be as fully informed as possible.  **•** Ask yourself: What specifically am I being asked to do? Does it seem unethicalor improper?  This will enable you to focus on the specific question you are facedwith, and the alternatives you have. Use your judgment and common sense; if somethingseems unethical or improper, it probably is.  **•** Clarify your responsibility and role. In most situations, there is sharedresponsibility. Are your colleagues informed? It may help to get others involved anddiscuss the problem.  **•** Discuss the problem with your manager. This is the basic guidance for allsituations. In many cases, your manager will be more knowledgeable about the question,and will appreciate being brought into the decision-making process. Remember that itis your manager’s responsibility to help solve problems.  **•** Seek help from Company resources.  In the event that it is not appropriateto discuss an issue with your manager (or you do not have a manager), or where you donot feel comfortable approaching your manager with your question, discuss it with theChief Administrative Officer, another Company officer or the Audit Committee of theBoard of Directors.  **•** You may report ethical violations in confidence and without fear ofretaliation. If your situation requires that your identity be kept secret, youranonymity will be protected. Somanetics does not permit retaliation of any kindagainst 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 anysituation seek guidance before you act. 
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**15. Disclosures and Controls**          All employees, officers and directors of Somanetics are responsible for full, fair, accurate,timely and understandable disclosure in reports and documents that Somanetics files with, orsubmits to, the SEC and in other public communications made by Somanetics. Accordingly, it is theresponsibility of Somanetics’ employees, officers and directors promptly to bring, or cause to bebrought, to the attention of the persons responsible for creating such disclosures, the ChiefExecutive Officer and the Chief Financial Officer any material information of which he or she maybecome aware that affects the disclosures made by Somanetics in its public filings, submissions orcommunications or otherwise assist such persons in fulfilling their and Somanetics’responsibilities with respect to such public filings, submissions or communications.          All employees, officers and directors of Somanetics shall promptly bring, or cause to bebrought, to the attention of the persons responsible for creating such disclosures, the ChiefExecutive Officer, the Chief Financial Officer and the Audit Committee any information he or shemay have concerning (a) significant deficiencies and material weaknesses in the design or operationof Somanetics’ internal control over financial reporting which are reasonably likely to adverselyaffect Somanetics’ ability to record, process, summarize, and report financial information, or (b)any fraud, whether or not material, that involves management or other employees who have asignificant role in Somanetics’ internal control over financial reporting.**16. Accountability for Adherence to this Code of Business Conduct and Ethics**          The Board of Directors shall determine, or designate appropriate persons to determine,appropriate actions to be taken in the event of violations of this Code of Business Conduct andEthics. Such actions shall be reasonably designed to deter wrongdoing and to promoteaccountability for adherence to this Code of Business Conduct and Ethics, and shall include writtennotices to the individual involved that the Board or its designee has determined that there hasbeen a violation, and may include censure by the Board or its designee, demotion or re-assignmentof the individual involved, suspension with or without pay or benefits (as determined by the Boardor its designee) and termination of the individual’s employment or other service or actions toremove the individual as a director. In determining what action is appropriate in a particularcase, the Board of Directors or such designee shall take into account all relevant information,including the nature and severity of the violation, whether the violation was a single occurrenceor repeated occurrences, whether the violation appears to have been intentional or inadvertent,whether the individual in question had been advised prior to the violation as to the proper courseof action and whether or not the individual in question had committed other violations in the past.
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**ACKNOWLEDGMENT OF RECEIPT**I acknowledge receipt of the Somanetics Corporation Code of Conduct and Ethics and agree to abideby its standards and procedures.         Signature Date    Print Name  
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