EXHIBIT 14.1

                               CE GENERATION, LLC

 CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF
                               ACCOUNTING OFFICER

A.   SCOPE.

The Company has a Code of Business Conduct for Managers and Rules of Conduct for
All Employees  (collectively,  the "Rules of Conduct") that establish  standards
addressing,  among other things, business conduct,  improper payment, the proper
recording and disclosure of funds or assets, and financial reporting.  The Rules
of Conduct are applicable to the CE  Generation,  LLC Chief  Executive  Officer,
Chief Financial Officer and to the Chief Accounting  Officer,  or persons acting
in such capacity,  (collectively the "Covered  Officers").  To further reinforce
the Rules of Conduct,  the Covered Officers are subject to the following Code of
Ethics.

B.   PURPOSE.

The  Company is proud of the values with which it and its  subsidiaries  conduct
business.  It has and will  continue  to uphold the  highest  levels of business
ethics and personal integrity in all types of transactions and interactions.  To
this end, this Code of Ethics  serves to (1) emphasize the Company's  commitment
to ethics and compliance  with the law; (2) set forth basic standards of ethical
and legal  behavior;  (3) provide  reporting  mechanisms  for known or suspected
ethical or legal violations; and (4) help prevent and detect wrongdoing.


Given the  variety and  complexity  of ethical  questions  that may arise in the
course of  business of the  Company  and its  subsidiaries,  this Code of Ethics
serves only as a rough guide.  Confronted with ethically  ambiguous  situations,
the Covered  Officers  should  remember the Company's  commitment to the highest
ethical standards and seek independent advice,  where necessary,  to ensure that
all actions they take on behalf of the Company and its  subsidiaries  honor this
commitment.

C.   ETHICS STANDARDS.

1.   Honest and Ethical Conduct.

The Covered  Officers shall behave  honestly and ethically at all times and with
all people.  They shall act in good faith,  with due care, and shall engage only
in fair and open  competition,  by treating  ethically  competitors,  suppliers,
customers,  and  colleagues.  They  shall  not  misrepresent  facts or engage in
illegal,  unethical, or anti-competitive  practices for personal or professional
gain.

This fundamental  standard of honest and ethical conduct extends to the handling
of  conflicts  of  interest.  The  Covered  Officers  shall  avoid  any  actual,
potential,   or  apparent  conflicts  of  interest  with  the  Company  and  its
subsidiaries  and any personal  activities,  investments,  or associations  that
might  give  rise to such  conflicts.  They  shall not  compete  with or use the
Company  or any of its  subsidiaries  for  personal  gain,  self-deal,  or  take
advantage  of corporate  opportunities.  They shall act on behalf of the Company
and its subsidiaries free from improper  influence or the appearance of improper
influence on their judgment or performance  of duties.  A Covered  Officer shall
disclose any material  transaction  or  relationship  that  reasonably  could be
expected to give rise to such a conflict to the Company's General Counsel or the
Company's  Board of  Directors.  No action  may be taken  with  respect  to such
transaction  or party  unless and until the  Company's  General  Counsel and the
Company's Board of Directors have approved such action.

2.   Timely and Truthful Disclosure.

In reports and documents  filed with or submitted to the Securities and Exchange
Commission and other regulators by the Company or its subsidiaries, and in other
public  communications  made by the  Company or its  subsidiaries,  the  Covered
Officers shall make  disclosures  that are full,  fair,  accurate,  timely,  and
understandable.

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The  Covered  Officers  shall  provide  thorough  and  accurate   financial  and
accounting data for inclusion in such  disclosures.  The Covered  Officers shall
not knowingly conceal or falsify  information,  misrepresent  material facts, or
omit material  facts  necessary to avoid  misleading the Company's or any of its
subsidiaries' independent public auditors or investors.

3.   Legal Compliance.


In  conducting  the  business of the Company and its  subsidiaries,  the Covered
Officers shall comply with applicable  governmental laws, rules, and regulations
at  all  levels  of  government  in  the  United  States  and  in  any  non-U.S.
jurisdiction in which the Company or any of its subsidiaries  does business,  as
well as applicable  rules and regulations of  self-regulatory  organizations  of
which the Company or any of its subsidiaries is a member. If the Covered Officer
is unsure whether a particular  action would violate an applicable law, rule, or
regulation,  he or she should seek the advice of inside counsel (if  available),
and, where necessary, outside counsel before undertaking it.

D.   VIOLATIONS OF ETHICAL STANDARDS.

     1.   Reporting Known or Suspected Violations.


The Covered  Officers  will  promptly  bring to the  attention of the  Company's
General Counsel or the Company's Board of Directors,  any information concerning
a material violation of any of the laws, rules or regulations  applicable to the
Company  and the  operation  of its  businesses,  by the  Company  or any  agent
thereof, or of violation of the Rules of Conduct, or the Code of Ethics. Reports
of violations  will be  investigated  by the Company's  General  Counsel and the
findings communicated to the Company's Board of Directors.

     2.   Accountable for Violations.


If the Company's Board of Directors determines that this Code of Ethics has been
violated,  either directly, by failure to report a violation,  or by withholding
information  related to a violation,  it may  discipline  the offending  Covered
Officer for  non-compliance  with  penalties up to and including  termination of
employment.  Violations of this Code of Ethics may also constitute violations of
law and may result in criminal penalties and civil liabilities for the offending
Covered Officer and the Company or its subsidiaries.