Exhibit 14.1

                                   PHAZAR CORP
                                 (the "Company")

                       Code of Ethics and Business Conduct
                        for the Senior Executive Officers
                          and Senior Financial Officers
                                  (the "Code")

                             Effective May 31, 2004


This Code applies to the President,  Chief  Executive  Officer,  Chief Financial
Officer and persons performing similar functions within the Company (the "Senior
Officers").  This Code covers a wide range of business practices and procedures.
It does not cover every issue that may arise,  but it sets out basic  principals
to guide all Senior Officers of the Company.  All Senior Officers should conduct
themselves accordingly and seek to avoid the appearance of improper behaviour in
any way relating to the Company.

Any Senior Officer who has any questions  about the Code should consult with the
Chief Executive Officer or the board of directors (the "Board").

The Company has adopted the Code for the purpose of promoting:

     -    honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;

     -    full, fair,  accurate,  timely  and  understandable  disclosure in all
          reports and documents  that the Company files with, or submits to, the
          Securities  and  Exchange  Commission  ("SEC")  and  in  other  public
          communications  made  by  the  Company  that  are  within  the  Senior
          Officer's area of responsibility;

     -    compliance with applicable governmental laws, rules and regulations;

     -    the prompt internal reporting of violations of the Code; and

     -    accountability for adherence to the Code.


HONEST AND ETHICAL CONDUCT

Each Senior Officer owes a duty to the Company to act with integrity.  Integrity
requires,  among other  things,  being honest and candid.  Senior  Officers must
adhere to a high standard of business  ethics and are expected to make decisions
and take actions based on the best interests of the Company, as a whole, and not
based on personal relationships or benefits. Generally, a "conflict of interest"
occurs  when a  Senior  Officer's  personal  interests  is,  or  appears  to be,


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inconsistent  with,  interferes  with or is opposed to the best interests of the
Company or gives the appearance of impropriety.

Business decisions and actions must be made in the best interests of the Company
and  should not be  influenced  by  personal  considerations  or  relationships.
Relationships   with  the  Company's   stakeholders  -  for  example  suppliers,
competitors  and  customers  - should not in any way  affect a Senior  Officer's
responsibility  and  accountability  to the  Company.  Conflicts of interest can
arise when a Senior Officer or a member of his or her family  receives  improper
gifts,  entertainment  or  benefits  as a result of his or her  position  in the
Company.

Specifically, each Senior Officer must:

     1.   act with  integrity,  including  being  honest and candid  while still
          maintaining  the  confidentiality  of  information  when  required  or
          consistent with the Company's policies;

     2.   avoid violations of the Code,  including actual or apparent  conflicts
          of   interest   with  the  Company  in   personal   and   professional
          relationships;

     3.   disclose to the Board any material  transaction or  relationship  that
          could  reasonably  be  expected  to give rise to a breach of the Code,
          including actual or apparent conflicts of interest with the Company;

     4.   obtain  approval  from the Board before making any decisions or taking
          any action that could  reasonably be expected to involve a conflict of
          interest or the appearance of a conflict of interest;

     5.   observe  both the form and spirit of laws and  governmental  rules and
          regulations, accounting standards and Company policies;

     6.   maintain a high standard of accuracy and completeness in the Company's
          financial records;

     7.   ensure full, fair, timely,  accurate and understandable  disclosure in
          the Company's periodic reports;

     8.   report any violations of the Code to the Board;

     9.   proactively  promote  ethical  behavior among peers in his or her work
          environment; and

     10.  maintain the skills  appropriate  and necessary for the performance of
          his or her duties.

DISCLOSURE OF COMPANY INFORMATION

As a result of the Company's status as a public company,  it is required to file
periodic and other reports with the SEC. The Company takes its public disclosure
responsibility  seriously to ensure that these reports  furnish the  marketplace
with full, fair,  accurate,  timely and understandable  disclosure regarding the
financial and business  condition of the Company.  All disclosures  contained in


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reports and  documents  filed with or submitted to the SEC, or other  government
agencies,  on behalf of the Company or contained in other public  communications
made by the Company must be complete  and correct in all  material  respects and
understandable to the intended recipient.

The Senior Officers,  in relation to his or her area of responsibility,  must be
committed  to  providing  timely,   consistent  and  accurate  information,   in
compliance  with all legal and regulatory  requirements.  It is imperative  that
this disclosure be accomplished  consistently during both good times and bad and
that all  parties  in the  marketplace  have  equal or  similar  access  to this
information.

All of the Company's books,  records,  accounts and financial statements must be
maintained  in  reasonable  detail,  must  appropriately  reflect the  Company's
transactions,  and must conform both to applicable legal requirements and to the
Company's  system of  internal  controls.  Unrecorded  or "off the book"  funds,
assets or liabilities  should not be maintained  unless  permitted by applicable
law or regulation.  Senior Officers involved in the preparation of the Company's
financial  statements must prepare those statements in accordance with generally
accepted accounting  principles,  consistently applied, and any other applicable
accounting  standards  and rules so that the  financial  statements  materially,
fairly and completely reflect the business transactions and financial statements
and related  condition of the Company.  Further,  it is important that financial
statements and related disclosures be free of material errors.

Specifically, each Senior Officer must:

     1.   familiarize  himself  or  herself  with  the  disclosure  requirements
          generally applicable to the Company;

     2.   not knowingly  misrepresent,  or cause others to  misrepresent,  facts
          about the  Company  to others,  including  the  Company's  independent
          auditors,  governmental regulators,  self-regulating organizations and
          other governmental officials;

     3.   to the  extent  that he or she  participates  in the  creation  of the
          Company's  books and  records,  promote  the  accuracy,  fairness  and
          timeliness of those records; and

     4.   in relation to his or her area of responsibility,  properly review and
          critically analyze proposed disclosure for accuracy and completeness.

CONFIDENTIAL INFORMATION

Senior Officers,  directors and employees must maintain the  confidentiality  of
confidential  information  entrusted  to them by the  Company of its  customers,
suppliers,   joint  venture  partners,  or  others  with  whom  the  Company  is
considering a business or other transaction except when disclosure is authorized
by an  executive  officer  or  required  or  mandated  by laws  of  regulations.
Confidential  information  includes  all  non-public  information  that might be
useful or helpful to  competitors  or harmful to the Company or its customers or
suppliers, if disclosed. It also includes information that suppliers,  customers
and other  parties have  entrusted to the Company.  The  obligation  to preserve
confidential information continues even after employment ends.


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Records  containing  personal data about employees or private  information about
customers,  and  their  employees  are  confidential.  They are to be  carefully
safeguarded,  kept current, relevant and accurate. They should be disclosed only
to authorized personnel or as required by law.

All  inquiries  regarding  the Company  from  non-employees,  such as  financial
analysts and  journalists  should be directed to those  persons so designated by
the Board. The Company's policy is to cooperate with every reasonable request of
government  investigators  for  information.  At the same time,  the  Company is
entitled to all the safeguards  provided by law for the benefit of persons under
investigation  or accused of wrongdoing,  including legal  representation.  If a
representative  of any  government  or  government  agency seeks an interview or
requests access to data or documents for the purposes of an  investigation,  the
Senior Officer should refer the  representative  to the Board.  Senior  Officers
also should preserve all materials,  including  documents and e-mails that might
relate to any pending or reasonably possible investigation.

COMPLIANCE WITH LAWS

The Senior  Officers must respect,  must obey all applicable  foreign,  federal,
state and local laws,  rules and  regulations  applicable  to the  business  and
operations of the Company.

Senior  Officers  who have  access  to,  or  knowledge  of,  material  nonpublic
information  from or about the Company are  prohibited  from buying,  selling or
otherwise  trading  in  the  Company's  stock  or  other  securities.  "Material
nonpublic" information includes any information,  positive or negative, that has
not yet been made  available  or  disclosed  to the  public and that might be of
significance  to an  investor,  as  part of the  total  mix of  information,  in
deciding whether to buy or sell stock or other securities.

Senior  Officers  also are  prohibited  from giving "tips" on material nonpublic
information,  that is directly or indirectly  disclosing such information to any
other person,  including family members,  or other relatives or friends, so that
they may trade in the Company's stock or other securities.

Furthermore,  if,  during  the  course of a Senior  Officer's  service  with the
Company,  he or  she  acquires  material  nonpublic  information  about  another
company,  such as one of our  customers  or  suppliers,  or you  learn  that the
Company  is  planning  a major  transaction  with  another  company  (such as an
acquisition), the Senior Officer is restricted from trading in the securities of
the other company.

REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR
COMPLIANCE WITH THE CODE

The Company, through the Board is responsible for applying this Code to specific
situations in which  questions may arise and has the authority to interpret this
Code in any  particular  situation.  This  Code is not  intended  to  provide  a
comprehensive  guideline  for  Senior  Officers  to  address  every  conceivable
specific  incident  of a  violation  of law or of this code.  The code  reflects
general principles to guide Senior Officers in making ethical decisions. In this
regard, each Senior Officer must:



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     1.   notify the Company of any  existing  or  potential  violation  of this
          Code, and failure to do so is itself a breach of the Code; and

     2.   not retaliate,  directly or indirectly,  or encourage others to do so,
          against any  employee  or Senior  Officer  for  reports,  made in good
          faith, of any misconduct or violations of the Code solely because that
          employee or Senior Officer raised a legitimate ethical issue.

The Board will take all  action it  considers  appropriate  to  investigate  any
breach of the Code reported to it. All Senior Officers,  directors and employees
are  required to  cooperate  fully with any such  investigations  and to provide
truthful and accurate  information.  If the Board  determines  that a breach has
occurred,  it will take or authorize  disciplinary or preventative  action as it
deems  appropriate,  after consultation with the Company's counsel if warranted,
up to and including  termination of employment.  Where appropriate,  the Company
will not limit itself to disciplinary action but may pursue legal action against
the offending  Senior Officer  involved.  In some cases,  the Company may have a
legal or ethical  obligation to call  violations to the attention of appropriate
law enforcement authorities.

Compliance with the Code may be monitored by audits  performed by the Board, the
Company's counsel and/or by the Company's outside auditors. All Senior Officers,
directors and employees are required to cooperate fully with any such audits and
to provide truthful and accurate information.

Any waiver of this Code for any Senior  Officer or director  may be made only by
the Board and will be promptly disclosed to stockholders and others, as required
by applicable law. The Company must disclose  changes to and waivers of the Code
in accordance with applicable law.



--------------------------                           -------------------------
Clark D. Wraight                                     Gary W. Havener
President, CEO                                       President, CEO
Antenna Products Corporation                         PHAZAR CORP



--------------------------
Clark D. Wraight
Chief Financial Officer
PHAZAR CORP











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Code of Ethics

Effective  May 31, 2004,  our  Company's  board of  directors  adopted a Code of
Ethics and Business Conduct that applies to, among other persons,  our Company's
President,  Chief Executive Officer, Chief Financial Officer, as well as persons
performing  similar  functions.  As  adopted,  our Code of Ethics  and  Business
Conduct sets forth written  standards that are designed to deter  wrongdoing and
to promote:

     (1)  honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;

     (2)  full, fair, accurate, timely, and understandable disclosure in reports
          and  documents  that we file with,  or submit to, the  Securities  and
          Exchange Commission and in other public communications made by us;

     (3)  compliance with applicable governmental laws, rules and regulations;

     (4)  the prompt internal reporting of violations of the Code and Ethics and
          Business Conduct to an appropriate person or persons identified in the
          Code of Ethics and Business Conduct, and

     (5)  accountability  for  adherence  to the  Code of  Ethics  and  Business
          Conduct.

Our Code of Ethics and Business Conduct requires among other things, that all of
our Company's  personnel  shall be accorded  full access to our Chief  Executive
Officer  with  respect to any  matter  which may arise  relating  to the Code of
Ethics and Business Conduct.  Further,  all of our Company's personnel are to be
accorded  full  access to our  Company's  Board if any such  matter  involves an
alleged breach of the Code of Ethics and Business Conduct by the Chief Executive
Officer.

Our Code of Ethics and Business  Conduct will be filed with the  Securities  and
Exchange  Commission  as Exhibit  14.1 to the  Company's  annual  report on Form
10-KSB.  We will also provide a copy of the Code of Ethics and Business  Conduct
to any person without charge, upon request.

















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