EXHIBIT 14

                              STARCRAFT CORPORATION
                                 CODE OF ETHICS

INTRODUCTION

"Quality and Integrity" has been part of Starcraft's motto for generations.  The
men and women of Starcraft have exhibited integrity in our business dealings for
over a  century.  Today,  that  legacy  lives  on in each  of us.  Truthfulness,
honesty,  fairness, to each other, our Company, and to our investors,  customers
and suppliers are the ethical  standards by which we live and work.  Each person
who is an employee,  officer or director of Starcraft is a Starcraft "associate"
and has a  responsibility  to deal  ethically  in all  aspects of the  Company's
business and to comply fully with all laws,  regulations,  and Company policies.
Each  individual  is expected to assume the  responsibility  for applying  these
standards of ethical conduct.  When in doubt,  employees have the responsibility
to  seek  clarification  from  the  appropriate  Company  representative.   (See
Disclosure, Guidance and Approvals, below).

Each  director,  officer and  employee of the Company is required to comply with
this Code of Ethics.

CONFLICTS OF INTEREST

A CONFLICT OF INTEREST EXISTS WHEN AN INDIVIDUAL'S  PRIVATE  INTEREST  CONFLICTS
WITH THE INTERESTS OF STARCRAFT.  WHEN AN INDIVIDUAL'S  LOYALTY TO STARCRAFT AND
CONDUCT OF RESPONSIBILITIES AND DUTIES TOWARDS STARCRAFT IS PREJUDICED BY ACTUAL
OR POTENTIAL BENEFIT FROM ANOTHER SOURCE A CONFLICT OF INTEREST EXISTS.

We are confident of the individual  loyalty and honesty of our associates.  Good
relations  with  customers and suppliers and the integrity of our associates are
critical sources of goodwill and absolutely necessary to our success. Associates
should never be in a position  where their  personal  interests or third parties
inappropriately influence their judgment on Company matters.

No associate  should be subject,  or even  reasonably  appear to be subject,  to
influences,  interests or relationships that conflict with the best interests of
the Company.  This means avoiding any activity that might  compromise or seem to
compromise the integrity of the Company or the associate.  All associates  shall
avoid  conflicts of interests in  connection  with the conduct of the  Company's
business except as expressly permitted by this Code.

Common Sources of Conflicts.  Although it is impossible to prepare a list of all
potential conflict of interest situations, conflicts of interest generally arise
in four situations:

     INTEREST  OF  ASSOCIATE.  When an  associate,  a member of the  associate's
     family or a trust in which the  associate  is involved,  has a  significant
     direct or indirect  financial  interest in, or obligation  to, an actual or
     potential competitor, supplier, lender, service provider or customer of the
     Company;

     INTEREST OF RELATIVE.  When an associate conducts business on behalf of the
     Company  with a  supplier  or  customer  of  which a  relative  by blood or
     marriage  is  a  principal,  partner,  shareholder,  officer,  employee  or
     representative;

     GIFTS. When an associate,  a member of the employee's household, a trust in
     which the employee is involved, or any other person or entity designated by
     the employee, accepts gifts, credits,  payments,  services or anything else
     of more than token or nominal value from an actual or potential competitor,
     supplier or customer; and

     MISUSE OF INFORMATION.  When employee misuses  information  obtained in the
     course of employment.

Specific Examples.  While it is not possible to describe every situation,  it is
useful to  consider a few  examples  in which clear  conflicts  of interest  are
present so that ground rules can be established:

     POSITION OF  INFLUENCE.  If an  associate  or a member of that  associate's
     family has a  significant  financial  or other  beneficial  interest  in an
     actual or potential  supplier or customer,  the associate may not,  without
     full  disclosure  and specific  written  clearance by  appropriate  Company
     representatives,  influence  decisions  with respect to business  with such
     supplier or customer.  Such positions  include  situations where associates
     draw  specifications  for suppliers'  raw materials,  products or services;
     recommend,  evaluate,  test or  approve  such raw  materials,  products  or
     services;  or participate in the selection of, or negotiating  arrangements
     with, suppliers.

     AVAILABILITY. A conflict of interest may exist when an associate undertakes
     to engage in an independent  business  venture or agrees to perform work or
     services for another  business,  civic or  charitable  organization  to the
     extent that the activity prevents such associate from devoting the time and
     effort to the Company's  business  which his or her position  requires.  An
     employee  shall not accept a position of  directorship  with  another  firm
     without the written consent of appropriate Company representatives.

     COMPETITORS. An associate must not serve, advise, or be associated with any
     person or enterprise  which is a competitor  of the Company,  whether as an
     employee,  stockholder,  partner, director or advisor, unless that capacity
     is through membership in trade associations,  manufacturer's groups and the
     like, and involvement by the associate is at the request of the Company.

Advance Disclosure.  Because conflicts of interest have the potential of serious
abuse, all conflict of interest circumstances  affecting any associate should be
disclosed to the appropriate Company representative. While transactions affected
by a conflict of interest  must  generally  be avoided,  there may be times when
such  transactions  are  nevertheless  fair and appropriate and in the Company's
best  interest.  An associate who believes a potential  transaction  that may be
affected by a conflict of interest should nevertheless be pursued, must disclose
all  material  terms  of  the  proposed  matter  to  the   appropriate   Company
representative in advance. No such transaction may be pursued,  however,  unless
it is approved in advance by the appropriate,  duly authorized and disinterested
officers of the  Company,  the board of directors  or an  appropriate  committee
thereof.

LAWFUL CONDUCT

All associates shall carry on the business of the Company in compliance with all
applicable  laws.  Without limiting this  obligation,  the following  conduct is
prohibited:

     o    Employee theft, fraud, embezzlement,  misappropriation, or any form of
          wrongful  conversion  of  property  belonging  to the  Corporation  or
          another employee.

     o    Any act of fraud, deception or intentional  misrepresentation  against
          or  involving  the  Corporation,  a customer,  a supplier or any other
          party.

     o    Any act of  bribery,  including  a promise,  offer or gift of money or
          anything of value made or offered by an employee to:

          -    A government official or someone acting for the government; or

          -    A person  employed  by,  or  acting  on  behalf  of, a  customer,
               supplier or other  organization  with which the Corporation  does
               business or has prospective business,

               (except in the case of certain permitted gifts described below).

     o    The  destruction  or  alteration  of  Corporation  records in order to
          falsify, conceal or misrepresent information for any purpose including
          any motivation to:

          -    Avoid  criticism for errors of judgment or to conceal  failure to
               follow a supervisor's instructions;

          -    Show  a  performance  record  better  than,  or  different  from,
               performance actually achieved; or

          -    Misrepresent  the employee's  performance,  activities,  or other
               transactions, or those of another employee.

     o    Political  contributions of money,  services, or other property of the
          Corporation  that are in violation  of the law when the  contributions
          are made.

     o    Violations  of  securities  laws  rules  or   regulations,   including
          concealment  of  information  required to be  disclosed in filings the
          Corporation makes with the Securities and Exchange Commission.

GIFTS

Associates and their families generally shall not solicit or accept gifts, fees,
bequests,  services or  entertainment  from customers,  suppliers or prospective
customers. A gift is regarded as any type of gratuity, favor, loan, legacy, fee,
compensation,  or  anything  of monetary  value.  All such gifts are  prohibited
except:

     o    Business  entertainment  and other courtesies such as meals,  sporting
          events,  and the like,  that involve no more than ordinary  amenities,
          and can be  properly  reciprocated  by the  employee  and charged as a
          business expense. Lavish or extravagant entertainment, such as weekend
          trips,  etc., should not be accepted unless full reimbursement is made
          by the recipient to the donor.

     o    Gifts received because of kinship,  marriage,  or social relationships
          and not because of any business relationship.

     o    Unsolicited  advertising or promotional materials that are made widely
          available.

     o    Customer  or  supplier  paid  travel or  lodging  where the trip has a
          legitimate  business  purpose.  Any such  trips  must be  approved  in
          advance in writing by an appropriate Company representative.

     o    Fees or other  compensation  received  from an  organization  in which
          membership or an official  position is held,  subject to prior written
          approval by an appropriate Company representative.

     Associates who believe that  acceptance of a permitted gift might make them
feel obligated and therefore  improperly  influenced in the performance of their
duties should not accept it, or turn it over to the Company.  Associates who are
unsure  whether  a gift is a  violation  of the law and the  Code,  should  seek
guidance from an appropriate Company representative.

     Likewise,  no  associate of the Company or members of his or her family may
extend a gift to any existing or prospective  customer or supplier that will not
meet these same criteria.

MISUSE OF  INFORMATION.  No  information  obtained as a result of  employment or
association with the Company may be used for personal profit or as the basis for
a "tip" to  others  unless  the  Company  has made  such  information  generally
available to the public.  This is true whether or not direct injury to Starcraft
appears to be involved.  The requirement is not limited to transactions relating
to  Starcraft  stock but also  applies to  securities  of any other  company and
includes any situation in which  information may be used as the basis for unfair
bargaining  with an outsider.  The public  disclosure of  confidential  data and
trade secrets relating to our business can have a material adverse effect on the
Company and is prohibited.

CORPORATE OPPORTUNITIES. A CORPORATE OPPORTUNITY IS AN OPPORTUNITY USEFUL TO THE
COMPANY THAT IS DISCOVERED  THROUGH THE USE OF COMPANY PROPERTY,  OPPORTUNITY OR
POSITION AS A STARCRAFT ASSOCIATE.

Associates are prohibited from taking  corporate  opportunities  for themselves.
When an associate uses corporate  property,  corporate  information or corporate
position for personal  gain,  he or she is taking a corporate  opportunity.  You
must use corporate  opportunities  only for advancing  the  legitimate  business
interests of Starcraft.

COMPLETE TRUTHFUL AND FULL DISCLOSURES IN PUBLIC FILINGS

     The Company's filings made under the Securities  Exchange Act of 1934, such
as  quarterly  and annual  reports  and proxy  statements,  are to  contain  all
required  disclosures.  All such filings shall provide required information in a
full,  fair,  accurate,  timely,  and  understandable  manner.  The  Company has
procedures in place to achieve  these goals with respect to  securities  reports
and shareholder communications. Any employee who has concerns about the accuracy
or adequacy of  disclosures  being made in these  documents  should feel free to
contact the Chief  Financial  Officer.  No employee  shall engage in any conduct
with the intent of impairing the Company's compliance with this provision.

ACCOUNTING MATTERS

     The Company's financial  statements and books and records on which they are
based must  accurately  reflect all  corporate  transactions.  All  receipts and
disbursements of corporate funds shall be promptly and properly  recorded on the
Company's books, and the Company's  records must disclose the nature and purpose
of the  transactions.  The Company's  investors,  creditors  and other  decision
makers rely on its records and have a right to  information  which is timely and
accurate.

     o    All employees shall  cooperate fully with the independent  auditors of
          the Company and under no  circumstances  withhold any information from
          them.

     o    A  director,  officer  or  employee  may not  maintain  the  Company's
          accounting or other records, or cause them to be maintained, in such a
          way that they do not reflect the true nature of transactions,  account
          balances or other matters with clarity and completeness.

     o    A director,  officer or employee may not  establish for any purpose an
          unauthorized,   undisclosed,  or  unrecorded  fund  or  asset  account
          involving Company assets.

     o    A director,  officer or  employee  may not allow  transactions  with a
          supplier, agent, or customer to be structured or recorded in a way not
          consistent  with  normal  business  practice  or  generally   accepted
          accounting principles.

     o    No false,  incomplete,  misleading  or  artificial  entries or records
          shall  be  made  on  the  books  or  records  of  the  Company  or its
          subsidiaries  for any  reason.  The  shifting  of  charges or costs to
          inappropriate accounts is prohibited.

     o    No payment on behalf of the Company shall be made or approved with the
          understanding  that it will or might be used for something  other than
          the stated purposes.

     o    No undisclosed or unrecorded  corporate funds shall be established for
          any purpose,  nor shall the Company funds be placed in any personal or
          noncorporate account.

     o    "Slush  funds"  or  similar  off-book  accounts,  where  there  is  no
          accounting  for  receipts or  expenditures  on  corporate  books,  are
          prohibited.

     A system of  internal  accounting  controls  shall be  maintained  which is
sufficient to provide reasonable assurances that transactions:

     o    are executed in accordance with management's authorization,

     o    are recorded in a manner that  permits  preparation  of the  Company's
          financial  statements in conformity with generally accepted accounting
          principles  and  applicable  regulations,  and

     o    are  recorded  so as to  maintain  accountability  for  the  Company's
          assets.

     No officer or employee  acting on behalf of the Company shall engage in any
activity  which  circumvents  or seeks to circumvent  the  Company's  systems of
internal controls.

DISCLOSURE,  GUIDANCE AND APPROVALS. This Code permits or requires associates in
various  situations  to disclose  certain  facts to, and seek guidance or obtain
approval from "appropriate Company representatives".

For each associate, the "appropriate Company representative" is as follows:

     o    In the case of any non-officer employee,  such employee's  supervisor.
          If such employee has concerns  regarding the supervisor's  objectivity
          or independence  with respect to the matter,  the appropriate  Company
          representative is the Chief Financial Officer.

     o    In the case of any officer or management employee (other than the CEO,
          President,  CFO or Controller) the appropriate Company  representative
          is  the  Chief  Financial  Officer.  If  such  employee  has  concerns
          regarding the Chief  Financial  Officer's  objectivity or independence
          with respect to the matter, the appropriate Company  representative is
          the Chief Executive Officer or the President.

     o    In the case of the Chief Executive Officer,  the President,  the Chief
          Financial Officer or the Controller, and any director, the appropriate
          Company  representative  is the Chairman of the Audit Committee of the
          Board of Directors or, if the Chairman so  determines,  the full Audit
          Committee.

These are the persons  associates  should contact to seek  guidance,  to clarify
issues  and to  obtain  confirmation  that a  particular  course of  conduct  or
transaction is permissible or impermissible under this Code. The Audit Committee
has adopted  separate  procedures for employees to report concerns they may have
regarding financial reporting abuses, illegality or violations of this Code on a
confidential basis. The Starcraft  Corporation  Employee Reporting Procedure for
Accounting and Auditing  Concerns are circulated  periodically and a copy may be
obtained by any employee from the Chief Financial Officer.

CERTIFICATIONS

     Employees may be required  periodically to certify their  understanding  of
and intent to comply or past compliance with this Code.

     Any  employee  who  violates  this Code of Ethics is  subject  to  possible
suspension or other disciplinary action,  including discharge.  Any employee who
assists  in, or  knowingly  fails to report,  a  violation  of this Code is also
subject to suspension,  discharge or other appropriate  action. Any employee who
suspects a violation of these policies  (including  any material  transaction or
relationship that gives rise to a conflict of interest which to the knowledge of
such employee has not been disclosed to the  appropriate  persons) should inform
the  appropriate  Company  representatives  by using the  Starcraft  Corporation
Employee Reporting Procedure for Accounting and Auditing Concerns.