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                                                                    EXHIBIT 14.1

                             PIONEER COMPANIES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

         I. PURPOSE.

The purpose of this Code of Business Conduct and Ethics is to promote honest and
ethical conduct, focus the Board of Directors and management of Pioneer
Companies, Inc. on areas of ethical risk, provide guidance to directors,
officers and employees to help them recognize and deal with ethical issues,
provide mechanisms to report unethical conduct and help to preserve the culture
of honesty and accountability at the Company.

         II. SCOPE AND ADMINISTRATION.

This Code applies to all directors, officers and employees of the Company and
its subsidiaries (each a "Covered Person"). This Code will be administered and
interpreted by the Company's general counsel, who has been designated as the
Company's compliance officer. The compliance officer is authorized to formulate
and implement rules, procedures and educational programs designed to promote the
effectiveness of this Code and respond to questions concerning this Code and its
application to specific situations. The Company's compliance officer will report
as necessary to the Audit Committee of the Board of Directors regarding
compliance by officers and employees with this Code and the Director Affairs and
Compensation Committee of the Board of Directors regarding compliance by
non-management directors with this Code, but in each case no less frequently
than annually. If questions exist with respect to this Code, they should be
referred to the Company's compliance officer at the earliest possible time.

         III. CONFLICTS OF INTEREST.

Except with the prior knowledge and consent of the Company, no Covered Person
will have a "conflict of interest" with the Company. A conflict of interest
generally occurs when a Covered Person's private interest interferes with the
interests of the Company as a whole. The following list will serve as a guide to
the types of transactions and relationships that might cause a conflict of
interest:

         A.       Ownership by a Covered Person or any member of his or her
                  family of more than a de minimus financial interest in any
                  outside concern (other than a publicly traded company) that
                  either does a material amount of business, from the standpoint
                  of either party, with the Company or any subsidiary or
                  affiliate, whether as a supplier, dealer, or customer, or is a
                  competitor of the Company or any subsidiary or affiliate.

         B.       Management control by a Covered Person or any member of his or
                  her family of any outside concern that either does more than a
                  de minimus amount of business, from the standpoint of either
                  party, with the Company or any subsidiary or affiliate,
                  whether as a supplier, dealer, or customer, or is a competitor
                  of the Company or any subsidiary or affiliate.

         C.       Performance by a Covered Person of services to any outside
                  concern or



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                  individual that either does more than a de minimus amount of
                  business, from the standpoint of either party, with the
                  Company or any subsidiary or affiliate, whether as a supplier,
                  dealer or customer, or is a competitor of the Company or any
                  subsidiary or affiliate.

         D.       Representation of the Company by a Covered Person in any
                  transaction in which the Covered Person or any member of his
                  or her family has more than a de minimus interest (other than
                  a publicly traded company).

         E.       Acceptance by a Covered Person or any member of his or her
                  family of improper personal benefits as a result of the
                  Covered Person's position in the Company, such as gifts of
                  more than token value, loans to, or guarantees of obligations
                  of, the Covered Person or any member of his or her family
                  (other than from established banking or financial
                  institutions), excessive entertainment, or other substantial
                  favors from any outside concern or individual which does or is
                  seeking to do business with, or is a competitor of, the
                  Company or any subsidiary or affiliate.

The foregoing list is only a guide to assist Covered Persons in identifying
potential conflicts of interest. The existence of a conflict of interest can be
determined only upon review of the particular circumstances in the context of
the Covered Person's activities within the Company. Therefore, Covered Persons
are required to report promptly to the Company's compliance officer (or to the
Chairman of the Audit Committee or the Director Affairs and Compensation
Committee of the Board of Directors to the extent a matter seems to involve the
compliance officer) any transaction or relationship of which they have knowledge
that reasonably could be expected to give rise to such a conflict of interest.

For purposes of this Code, the term "family" will be deemed to include a Covered
Person's spouse, parents, grandparents, children, grandchildren, siblings,
mothers- and fathers-in-law, sons- and daughters-in-law and brothers- and
sisters-in-law.

         IV. CORPORATE OPPORTUNITIES.

Covered Persons are expected to perform their duties in a manner that advances
the Company's legitimate interests. Covered Persons are prohibited from:

         A.       Taking for themselves personally opportunities that are
                  discovered through the use of the Company's property or
                  information or through their position with the Company;

         B.       Using the Company's property or information or their position
                  with the Company for their own personal gain; and

         C.       Competing with the Company.

         V. CONFIDENTIALITY.

Trade secrets and other proprietary information of the Company and its customers
and suppliers, employee data, information about the Company's customers and
suppliers, and all other non-public information that might be of use to the
Company's competitors or harmful to the Company or its customers, if disclosed,
is confidential information. Confidential information




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should be protected by all Covered Persons and, except to the extent legally
required or specifically authorized by an appropriate representative of the
Company, should not be disclosed to persons inside or outside the Company who do
not have a legitimate, work-related need to know such information. In addition,
any confidentiality agreement entered into by a Covered Person with the Company
or any of its subsidiaries shall be adhered to in accordance with its terms.

         VI. FAIR DEALING.

The Company adheres strictly to fair competition standards and antitrust laws,
rules and regulations that are established by the laws in the jurisdictions in
which it operates and the Company conducts its affairs with the highest moral,
legal and ethical principles consistent with these laws. Covered Persons should
act in accordance with these standards. Covered Persons are responsible for
learning about potentially unlawful behavior in this and other areas to avoid
taking actions that place either them or the Company at risk. Covered Persons
are expected to win or award business based on excellence of service and
competitive pricing, not through unethical or questionable business practices.
We do not obtain market information through unlawful misrepresentation, theft or
other illegal means.

         VII. PROTECTION AND PROPER USE OF COMPANY ASSETS.

Company assets should only be used for a legitimate business purpose. The misuse
or removal from Company facilities of Company assets is prohibited, unless
specifically authorized by an appropriate representative of the Company.

         VIII. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

Covered Persons should use their best efforts to ensure that the Company is in
compliance with all laws, rules and regulations of the jurisdictions in which
the Company conducts its business. In this regard, the Company expects all
Covered Persons to follow the spirit as well as the letter of the law. In
addition, Covered Persons are expected to fully comply with the Company's Policy
on the Prevention of Insider Trading and Misuse of Confidential Information.

         IX. PUBLIC FILINGS AND COMMUNICATIONS.

The Company's chief executive officer and chief financial officer are ultimately
responsible for ensuring that the reports and documents that the Company files
with, or submits to, the Securities and Exchange Commission ("Commission") and
other public communications made by the Company ("Reports") are prepared in
accordance with applicable laws, including the rules and regulations promulgated
by the Commission ("Applicable Laws"). However, to the extent requested to
provide information to be included in, or to participate in the preparation of,
Reports, Covered Persons, including the Company's principal accounting officer,
are responsible for providing such information and in preparing such Reports in
a manner that is in compliance with Applicable Laws. Covered Persons are
expected to report concerns regarding questionable accounting or auditing
matters.

         X. REPORTING VIOLATIONS.

The Company is committed to supporting Covered Persons in meeting the ethical
standards of conduct set forth in this Code and expects all Covered Persons to
uphold these standards.




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Covered Persons are encouraged to talk to supervisors, managers or the
compliance officer when in doubt about the best course of action in a particular
situation. If a Covered Person becomes aware of anything that occurs which could
in any way be construed as a fraudulent or illegal act or otherwise in violation
of this Code, the Covered Person is responsible for reporting such occurrence by
contacting the compliance officer at the earliest possible time. If any such
violation seems to involve the compliance officer, the matter should be reported
to the Chairman of the Audit Committee or the Chairman of the Director Affairs
and Compensation Committee, as appropriate.

Covered Persons are expected to cooperate in internal investigations of actual
or apparent violations of this Code. To the fullest extent possible, efforts
will be made to keep confidential the identity of any Covered Person who reports
a violation. It is also the Company's policy to prohibit retaliation against
Covered Persons who report actual or apparent violations of this Code in good
faith. However, Covered Persons who have participated in the wrongdoing or
knowingly or recklessly provided false information may be subject to corrective
action, up to, and including, dismissal.

         XI. PENALTIES FOR VIOLATIONS.

Violations of this Code, failure to cooperate with an internal investigation of
an actual or apparent violation of this Code or failure to comply with a request
by the Company to cooperate with any investigation by any law enforcement or
regulatory agency may constitute grounds for corrective action, up to, and
including, immediate dismissal.

         XII. WAIVER.

Any waiver of the provisions of this Code for non-management directors of the
Company may be made only by the Board of Directors or the Director Affairs and
Compensation Committee of the Board of Directors. Any waiver of the provisions
of this Code for officers of the Company may be made only by the Board of
Directors or the Audit Committee of the Board of Directors. Any other waiver of
the provisions of this Code may be made by the Company's chief executive
officer, in consultation with the Company's compliance officer. Any waivers
granted to directors or officers of the Company will be promptly disclosed to
the Company's shareholders.

Dated and Effective:  November 10, 2003



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