HENRY
BROS. ELECTRONICS, INC. AND SUBSIDIARIES





EXHIBIT
14.1





Code of
Ethics





(For
senior financial officers* in accordance with the Sarbanes-Oxley Corporate
Responsibility Act of 2002)





It is the
policy of Henry Bros. Electronics, Inc.  ("HBE") that its employees,
directors, and agents are held to the highest standards of honest and ethical
conduct when conducting the affairs of the company. Because the equity shares of
HBE are publicly traded, senior financial officers of HBE are held to an
especially high set of ethical standards, which are further described
below.





Senior
financial officers of HBE will not commit acts contrary to these standards of
ethical conduct nor shall they condone the commission of such acts by others
within the HBE organization.





Honest
and Ethical Conduct





Senior
financial officers will:





o    Act
in good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing one's independent judgment to be
subordinated.





o    Comply
with rules and regulations of federal, state, and local government and other
appropriate private and regulatory agencies.





o    Refrain
from engaging in any activity that would compromise their professional ethics or
otherwise prejudice their ability to carry out their duties to HBE.





o    Communicate
to the appropriate employees of HBE and to accountants engaged in financial
audits of HBE, all relevant unfavorable as well as favorable information and
professional judgments or opinions.





o    Encourage
open communication and full disclosure of financial information by providing a
well understood process under which the company's employees are kept informed of
financial information of importance.





o    Ensure
that all appropriate employees understand HBE's open communication and full
disclosure standards and processes.





o    Refrain
from disclosing confidential information acquired in the course of their work
except where authorized, unless legally obligated to do so.





o    Inform
subordinates, as appropriate, regarding the confidentiality of information
acquired in the course of their work and monitor, as needed, to ensure that
subordinates maintain that confidentiality.





o    Refrain
from using or appearing to use confidential information acquired in the course
of their work for unethical or illegal advantage, either personally or
indirectly through others.








* Senior
Financial Officers include the Chief Executive Officer ("CEO"),
Chief Financial Officer ("CFO"), Chief Operating Officer ("COO"), Chief
Accounting Officer ("CAO"), controller, or any person serving in an
equivalent position regardless of whether or not they are designated as
executive officers.








Financial
Records and Reporting





Senior
financial officers will:





o    Establish
appropriate systems and procedures to ensure that business transactions are
recorded on HBE's books in accordance with Generally Accepted Accounting
Principles, established company policy, and appropriate regulatory
pronouncements and guidelines.





o    Establish
appropriate policies and procedures for the protection and retention of
accounting records and information as required by applicable law,
regulation, or regulatory guidelines.





o    Establish
and administer financial accounting controls that are appropriate to ensure
the integrity of the financial reporting process and the availability of
timely, accurate and relevant information.





o    Completely
disclose all relevant information reasonably expected to be needed by HBE's
auditors for the full, complete, and successful discharge of their duties
and responsibilities.





Conflicts
of Interest





Senior
financial officers will:





o    Conduct
their personal and professional affairs in a way that avoids both real and
apparent conflicts of interest between their interests and the interests of
HBE.





o    Make
decision in the best interests of the company, and not for personal gain.
No senior financial officers - nor any member of his or her
immediate family - should acquire a financial interest in, or accept
employment by, an entity doing business with HBE if the interest or
employment could conflict with the employee's performance of his or her
duties.





o    Not
accept gifts or favors that create any obligation - either stated
or implied - to a competitor, supplier or customer.** Gifts should not
be accepted from such companies or their agents unless the gift either had
been previously approved in writing by another senior financial officer who
does not deal with such company or is of only nominal value.





o    Not
offer any gift or favor to any employee, or a member of the
immediate family of an employee, of a competitor, supplier or customer if
the gift or favor might place the recipient under any obligation to the
employee making the gift or to HBE. Kickbacks, bribes, rebates or other
illegal consideration are never acceptable, and must never be either given
or accepted by anyone acting on behalf of HBE. Senior financial
officers dealing with government agencies should be particularly alert to
any agency rules limiting or prohibiting gifts or other
favors.





o    Not
either use or disclose any confidential or non-public information learned
through their employment by HBE, either for their own or someone else's
personal benefit. Use of such information may also violate strict Federal
laws against "insider trading" in securities.





o    Respect
company property and use company assets - including computers and related
information technology assets - only in accordance with established company
polices.








**       Also
applies to immediate family members.