**Exhibit 14.2**

**INTERNATIONALALUMINUM CORPORATION**

**CODE OF ETHICS FOR SENIOREXECUTIVES**

**AND**

**SENIORFINANCIAL OFFICERS**

# **August 19, 2004**

ThisInternational Aluminum Corporation (“IAL”) Code of Ethics supplements the IALCode of Business Conduct and Ethics to comply with the requirements of Section4.06 of the Sarbanes-Oxley Act of 2002.

ThisCode of Ethics applies to IAL’s Chief Executive Officer, Chief OperatingOfficer, Chief Financial Officer and Controller (and others who may performsimilar functions at IAL in the future). It also applies to the Group Executive Vice President and theController, if any, of each of IAL’s operating groups.  IAL expects its employees to act inaccordance with the highest standards of professional integrity in all of theirbusiness activities, to comply with all applicable laws, rules and regulations,to abide by the IAL Code of Business Conduct and Ethics and any other policiesand procedures adopted by IAL relating to the conduct of its employees.  Those executives who are covered by this Codeof Conduct are expected to set an example for the rest of IAL’s employees andare required to comply with this Code of Ethics to foster a culture ofintegrity and honesty in all of IAL’s dealings.

Accordingly,each executive covered by this Code of Ethics shall:

·                  Comply with governmentallaws, rules and regulations, as well as the rules and regulations of the NewYork Stock Exchange (“NYSE”) and any other self-regulatory organizations ofwhich IAL is a member or to which IAL is subject;

·                  Engage in and promotehonest and ethical conduct, including the ethical handling of actual orapparent conflicts of interest between personal and professional relationships;

·                  Avoid conflicts ofinterest and disclose to the Chair of IAL’s Nominating and Governance Committeeany transaction or relationship that might give rise to such a conflict;

·                  Protect and preserve theconfidentiality of non-public information about IAL and others with whom IALhas a business relationship and make no disclosure of such information unlessand then only to the extent required by applicable law, regulation or legal orregulatory process;

·                  Require and expect full,fair, accurate, timely and understandable disclosure in all material respectsin reports and documents that IAL files with or submits to the NYSE, theSecurities and Exchange Commission or other regulators and in publiccommunications by IAL.

·                  With respect toaccounting books, records and reports, ensure that:

a.)                           Allsuch accounting records and the reports produced therefrom be maintained andproduced in accordance with all applicable laws;

b.)                          Allaccounting records fairly and accurately reflect the transactions oroccurrences to which they relate and contain no materially false orintentionally misleading entries;

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c.)                           Allaccounting records fairly and accurately reflect, in accordance with generallyaccepted accounting principles, IAL’s assets, liabilities, revenues andexpenses;

d.)                          Alltransactions are supported by accurate documentation in reasonable detail andin all material respects are recorded in the proper account and in the properaccounting period;

e.)                           Noinformation is concealed from IAL’s internal auditors or independent auditors;

f.)                             Compliancewith IAL’s system of internal controls is required.

f.)                             Reportany violation of this Code of Ethics to the Chair of IAL’s Nominating andGovernance Committee.

Eachexecutive covered by this Code of Ethics will be held accountable for adherenceto this Code of Ethics.  Failure toobserve the terms of this Code of Ethics may result in disciplinary action,including possible termination of employment. Violations of this Code of Ethics may also constitute violations of lawand result in civil and criminal penalties. Any waiver of this Code of Ethics may be made only by the Board ofDirector of IAL, and any such waiver will be promptly disclosed to IAL’sshareholders and otherwise as required by law or stock exchange regulation(s).

If any executive coveredby this Code of Ethics has any questions regarding the course of action to takein any particular situation, he or she should consult the Chair of IAL’sNominating and Governance Committee.  Asprovided in IAL’s Code of Business Conduct and Ethics, IAL does not permitretaliation against any employee who in good faith seeks advice, raises aquestion or reports misconduct relating to IAL’s Code of Business Conduct andEthics or this Code of Ethics.

 

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