Exhibit 14.2


                          NATHANIEL ENERGY CORPORATION

                       Code of Business Conduct and Ethics
                                       for
          Employees and Officers (other than Vice President and Senior)
                            (Effective March 8, 2004)

Introduction

This Code of Ethics (the "Code") embodies the commitment of Nathaniel Energy
Corporation and our subsidiaries to conduct our business in accordance with all
applicable laws, rules and regulations and the highest ethical standards. All of
our employees and officers (other than Vice President and Senior who are subject
to a Code of Business Conduct and Ethics for Officers (Vice President and
Senior) and Directors) ("Covered Parties") are expected to adhere to the
principles and procedures set forth in this Code. This Code is separate and
apart from, and in addition to, any other policies our company may have in
effect, from time to time, relating to our employees, officers and Board of
Directors.

A. Code Compliance and Reporting

The Covered Parties should strive to identify and raise potential issues before
they lead to problems, and should ask about the application of this Code
whenever in doubt. Any Covered Party who becomes aware of any existing or
potential violation of this Code should promptly notify the Audit Committee of
our Board of Directors or, if we do not have an Audit Committee, each member of
our Board of Directors (see Exhibit A attached hereto for contact information)
(we refer to such contacts as the "Appropriate Ethics Contact"). We will take
such disciplinary or preventive action as we deem appropriate to address any
existing or potential violation of this Code brought to our attention.
Any questions relating to how these policies should be interpreted or applied
should be addressed to the Appropriate Ethics Contact.

B. Personal Conflicts of Interest and Related Party Transactions

A "personal conflict of interest" occurs when an individual's private interest
improperly interferes with the interests of the company. Personal conflicts of
interest, whether actual or apparent, are prohibited as a matter of company
policy, unless they have been approved or waived by the company. In particular,
a Covered Party must never use or attempt to use his or her position at the
company to obtain any improper personal benefit for himself or herself, for his
or her family members, or for any other person, including loans or guarantees of
obligations, from any person or entity, use of corporate property, information
or opportunity. Service to the company should never be subordinated to personal
gain and advantage. Conflicts of interest, whether actual or apparent, should,
to the extent possible, be avoided.

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To ensure good faith negotiation, fair dealing and stockholder value, the
company has adopted a policy relating to related party transactions. To this
end, any and all transactions contemplated to be entered into between the
company and any Related Person, Related Entity or Family Member (each as defined
below) must be on terms that are commercially reasonable and no less favorable
to the company as the company could obtain from unrelated third parties and such
terms must be approved by a majority of the disinterested members of the Board
of Directors. For purposes of this policy, the term (i) "Related Person" shall
mean any officer, director or holder of more than 5% of the outstanding voting
stock of the company or any subsidiary thereof, (ii) "Related Entity" shall mean
any corporation, partnership, limited liability company, association or other
entity in which a Related Person is an officer, director, manager or holder of
more than 5% of the outstanding voting interests thereof, and (iii) "Family
Member" shall mean the Related Person's spouse, any other natural person who is
related to the Related Person or his or her spouse to the second degree and any
other natural person who resides with the Related Person.

Any Covered Party who is aware of a material transaction or relationship that
could reasonably be expected to give rise to a conflict of interest or any
related party transaction should discuss the matter promptly with the
Appropriate Ethics Contact.

C. Public Disclosure, Confidentiality and Dissemination of Information

It is company policy that the information in our public communications,
including our filings made with the United States Securities and Exchange
Commission, and included on our website, be full, fair, accurate, timely and
understandable. All Covered Parties who are involved in the company's disclosure
process, are responsible for acting in furtherance of this policy. In
particular, these individuals are required to maintain familiarity with the
disclosure requirements applicable to the company and are prohibited from
knowingly misrepresenting, omitting, or causing others to misrepresent or omit,
material facts about the company to others, whether within or outside the
company, including the company's independent auditors.

It is also company policy that all Covered Parties must maintain, as a condition
to their employment, the confidentiality of confidential information entrusted
to them by the company or its suppliers and customers, except when disclosure is
explicitly authorized or required by laws or regulations or approved by our
Board of Directors. Confidential information includes all non-public information
that might be of use to competitors, or harmful to the company or its customers,
if disclosed. It also includes information that suppliers and customers have
entrusted to us. The obligation to preserve confidential information continues
even after employment ends.

It is very important that the information disseminated about the company be both
accurate, consistent and appropriate within the regulatory framework in which
the company must operate. For this reason, the company has instituted a policy
which requires all dissemination of non-public information relating to the
company be approved by the Company's Board of Directors. The Board of Directors
approval process for the dissemination of information in each instance will

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include the following determinations: the circumstance giving rise to the need
or desirability to disseminate information, who will be authorized to
disseminate the information, whether any conditions, limitations or restrictions
will be placed on the recipient of the non-public information, and what
information may be disseminated.

D. Compliance with Laws, Rules and Regulations

It is company policy to comply with all applicable laws, rules and regulations.
It is the personal responsibility of each Covered Party to adhere to the
standards and restrictions imposed by those laws, rules and regulations. If a
Covered Party is not aware or familiar with the laws, rules or regulations that
apply specifically to our business, they must request that the Appropriate
Ethics Contact provide such information.

Generally, it is both illegal and against company policy for any Covered Party
who is aware of material nonpublic information relating to the company, any of
the company's clients or any other private or governmental issuer of securities
to buy or sell any securities of those issuers, or recommend that another person
buy, sell or hold the securities of those issuers.

More detailed rules governing the trading of securities by a Covered Party are
contained in our Insider Trading Policy. Any Covered Party who is uncertain
about the legal rules involving his or her purchase or sale of any company
securities or any securities in issuers that he or she is familiar with by
virtue of his or her work for the company should consult with the Appropriate
Ethics Contacts before making any such purchase or sale.

E. Protection and Proper Use of Company Assets

All Covered Parties should endeavor to protect the company's assets and ensure
their efficient use. Theft, carelessness, and waste have a direct impact on the
company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-company business, though incidental personal use may be permitted.

The obligation of a Covered Party to protect the company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering, manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
company policy. It could also be illegal and result in civil or even criminal
penalties.

F. Reporting any Illegal or Unethical Behavior

Each Covered Party is encouraged to talk to supervisors, managers, or the
Appropriate Ethics Contact about illegal or unethical behavior and when in doubt
about the best course of action in a particular situation. It is the policy of
the company not to allow retaliation for reports of misconduct by others made in
good faith by a Covered Party. Covered Parties are expected to cooperate in
internal investigations of misconduct, a failure of which may be deemed grounds
for termination or suspension of employment.


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G. 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 right from wrong.
Since we cannot anticipate every situation that will arise, it is important that
we have a way to approach a new question or problem. These are the steps to keep
in mind:

o    Make sure you have all the facts. In order to reach the right solutions, we
     must be as fully informed as possible.
o    Ask yourself: What specifically am I being asked to do? Does it seem
     unethical or improper? This will enable you to focus on the specific
     question you are faced with, and the alternatives you have. Use your
     judgment and common sense; if something seems unethical or improper, it
     probably is.
o    Clarify your responsibility and role. In most situations, there is shared
     responsibility. Are your colleagues informed? It may help to get others
     involved and discuss the problem.
o    Discuss the problem with your supervisor. This is the basic guidance for
     all situations. In many cases, your supervisor will be more knowledgeable
     about the question and will appreciate being brought into the
     decision-making process. Remember that it is your supervisor's
     responsibility to help solve problems.
o    Seek help from company resources. In the rare case where it may not be
     appropriate to discuss an issue with your supervisor, or where you do not
     feel comfortable approaching your supervisor with your question, discuss it
     with senior management, corporate counsel or the Human Resources manager.
     If that also is not appropriate, call (303) 690-8300, Ext: 201
     (Chief Operating Officer), who will put you in direct contact with the
     appropriate people at Company headquarters. If you prefer to write, address
     your concerns to: Chief Operating Officer, Nathaniel Energy Corporation,
     8001 South InterPort Boulevard, Suite 206, Englewood, Colorado 80112.
o    You may report ethical violations in confidence and without fear of
     retaliation. If your situation requires that your identity be kept secret,
     your anonymity will be protected. As stated earlier, the company does not
     permit retaliation of any kind against employees for good faith reports of
     ethical violations.
o    Always ask first, act later: If you are unsure of what to do in any
     situation, seek guidance before you act.

H. Special Ethics Obligations

For Employees and Officers with Financial Reporting Obligations Financial and
Accounting Officers and Managers hold an important and elevated role in
corporate governance. As a result of this elevated role, Financial and
Accounting Officers and Managers are vested with both the responsibility and
authority to protect, balance, and preserve the interests of all of the
company's stakeholders, including shareholders, clients, employees, suppliers,
and citizens of the communities in which our business is conducted. Financial
and Accounting Officers and Mangers fulfill this responsibility by prescribing



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and enforcing the policies and procedures employed in the operation of the
company's financial organization, and by demonstrating the following:

     Financial and Accounting Officers and Managers will exhibit and promote the
     highest standards of honest and ethical conduct through the establishment
     and operation of policies and procedures that:

     o    Encourage professional integrity in all aspects of the financial
          organization, by eliminating inhibitions and barriers to responsible
          behavior, such as coercion, fear of reprisal, or alienation from the
          financial organization or the enterprise itself.
     o    Prohibit and eliminate the occurrence of conflicts between what is in
          the best interest of the enterprise and what could result in material
          personal gain for a member of the financial organization, including
          Financial and Accounting Officers and Managers.
     o    Provide a mechanism for members of the finance organization to inform
          senior management of deviations in practice from policies and
          procedures governing honest and ethical behavior.

     Financial and Accounting Officers and Managers will establish and manage
     the enterprise transaction and reporting systems and procedures to ensure
     that:

     o    Business transactions, expenses, and requests for reimbursement of
          expenses are properly authorized, and to the extent required,
          completely and accurately recorded on the company's books and records
          in accordance with Generally Accepted Accounting Principles (GAAP) and
          established company financial policy.
     o    The retention or proper disposal of company records shall be in
          accordance with applicable legal and regulatory requirements.
     o    Periodic financial communications and reports will be delivered in a
          manner that facilitates a high degree of clarity of content and
          meaning so that readers and users can determine their significant and
          consequence.

I. Amendment, Modification and Waiver

This Code may be amended or modified by our Board of Directors. Waivers of this
Code may only be granted by unanimous written consent of our chief executive
officer and chief operating officer.


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                                                                       EXHIBIT A
                                                                       ---------

                           Appropriate Ethics Contact
                           --------------------------

Nathaniel Energy Corporation Audit Committee(1)
c/o Nathaniel Energy Corporation
8001 South InterPort Boulevard
Suite 260
Englewood, Colorado  80112

Or via Email at: auditcommittee@nathanielenergy.com
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(1)  If there is no Audit Committee, communications addressed to the Audit
Committee will be given to each member of the Company's Board of Directors.