**Exhibit 14.1**

**UNITEDINDUSTRIES CORPORATION**

**CODE OFETHICS FOR PRINCIPAL EXECUTIVE OFFICER**

**ANDSENIOR FINANCIAL OFFICERS**

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As a public company it is ofcritical importance that United Industries Corporation’s filings with theSecurities and Exchange Commission be accurate and timely.  From time to time employees may be calledupon to provide information to assure that the Company’s public reports arecomplete, fair and understandable.  TheCompany expects all of its personnel to take this responsibility seriously andto provide prompt and accurate answers to the Company’s requests related to theCompany’s public disclosure requirements. Enforcement of and interpretations under this code of ethics shallultimately be the responsibility of the Company’s Audit Committee.

 

This Code of Ethics isestablished pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, whichrequires that the Company establish a code of ethics to apply to the Company’sprincipal executive officer (the “CEO”) and certain of the Company’s seniorfinancial officers, including the Company’s Chief Financial Officer, CorporateController and any officer of the Company serving in a finance or investorrelations role (the “Financial Officers”). The Financial Officers should note that simply complying with the law orfollowing widespread business practices may not be adequate to comply with therequirements under Section 406 of the Sarbanes-Oxley Act of 2002. It istherefore critical that the Financial Officers understand their obligations andresponsibilities under this Code of Ethics.

 

The purpose of this Code of Ethics is todeter wrongdoing and to promote:

 

•                  Honest and ethical conduct,including ethical handling of actual or apparent conflicts of interest inpersonal and professional relationships;

•                  Full, fair, accurate, timelyand understandable disclosure in reports and documents that the Company fileswith, or submits to, government agencies and in other public communications;

•                  Compliance with rules andregulations of federal, state and local governments, and other appropriateprivate and public regulatory agencies;

•                  Prompt internal reporting ofpossible violations of this Code of Ethics to the appropriate persons withinthe Company; and

•                  Accountability for adherenceto this Code of Ethics.

 

Accordingly, the CEO and each of theFinancial Officers are required to:

 

•                  Engage in and promote honestand ethical conduct, including the ethical handling of actual or apparentconflicts of interest in personal and professional relationships;

•                  Avoid conflicts of interestand disclose to the CEO and to the General Counsel any material transaction orrelationship that reasonably could be expected to give rise to such a conflict;

 

 

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•                  Produce full, fair,accurate, timely, and understandable disclosure in reports and documents thatthe Company or its subsidiaries file with, or submit to, the Securities andExchange Commission or other regulators and in other public communications madeby the Company or its subsidiaries;

•                  Comply with applicable governmentallaws, rules and regulations, as well as the rules and regulations ofself-regulatory organizations with which the Company, its subsidiaries or itssecurities are associated;

•                  Take all reasonable measuresto protect the confidentiality of non-public information about the Company orits subsidiaries and their customers or suppliers obtained or created inconnection with their activities and to prevent the unauthorized use ordisclosure of such information unless required by applicable law or regulation,or legal or regulatory process; and

•                  Promptly report any possibleviolation of this Code of Ethics to the CEO and to  the General Counsel.

 

The CEO and Financial Officers are prohibitedfrom directly or indirectly taking any action to fraudulently influence,coerce, manipulate or mislead the Company’s or its subsidiaries’ independentpublic accountants for the purpose of rendering the financial statements of theCompany or its subsidiaries misleading.

 

Failure to observe the terms of this Code ofEthics may result in disciplinary action, up to and including termination ofemployment. Violations of this Code of Ethics may also constitute violations oflaw and may result in civil and criminal penalties for the violator, his or hersupervisor(s) and/or the Company.

 

If you have questions regarding the bestcourse of action in a particular situation, you should promptly contact the CEOand the General Counsel.

 

(Adopted ______, 2004)

 

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