**Exhibit 14.1**

 

**A.D.A.M.,INC.**

 

**Code ofEthics for Senior Financial Officers**

 

This Code of Ethics for Senior Financial Officers(this “Code”) applies to the Chief Executive Officer and all senior financialofficers, including the Chief Financial Officer, Corporate Controller andsenior accounting personnel of the Company identified by the Chief FinancialOfficer (the “senior financial officers”). The Company’s senior financial officers shall (absent a waiver from theaudit committee of the Company’s board of directors, after full disclosure), tothe best of their knowledge and ability, adhere to and advocate the followingprinciples and responsibilities governing their professional and ethicalconduct.  The failure to adhere to thisCode will result in the disciplinary action deemed appropriate by appropriatesupervisory personnel or by the Company’s board of directors, which may includetermination of employment.

 

1. Senior financial officers shall act with honestyand integrity. Senior financial officers shall avoid all actual or apparentconflicts of interest between personal and professional relationships and shalldisclose to the audit committee of the board of directors any materialtransaction or relationship that reasonably could be expected to give rise tosuch conflict.

 

2. Senior financial officers shall endeavor toprovide information that is full, fair, accurate, timely, and understandable inall reports and documents that the Company files with, or submits to, theSecurities and Exchange Commission (the “SEC”) and other public filings orcommunications made by the Company.

 

3. Senior financial officers shall endeavor tofaithfully comply with all laws, rules and regulations of federal, state, andlocal governments, and all applicable private or public regulatory agencies.

 

4. Senior financial officers shall act in goodfaith, responsibly, with due care, competence, and diligence.  Senior financial officers shall not knowinglyor recklessly misrepresent material facts or allow their independent judgmentto be subordinated.

 

5. Senior financial officers shall respect theconfidentiality of information acquired in the course of their employmentexcept when authorized or otherwise legally obligated to disclose suchinformation.  Senior financial officers shallnot use for personal advantage confidential information acquired in the courseof their employment.

 

6. Senior financial officers shall proactivelypromote ethical behavior among peers and subordinates in the work place.

 

7. Senior financial officers shall act responsiblyin their use of and control over the Company’s assets and resources.

 

8. Senior financial officers shall promptly reportto the audit committee any violation or suspected violation of this Code.

 

Each senior financial officer is expected to adhereat all time to this Code.  Only the auditcommittee of the board of directors shall have the authority to approve anydeviation or waiver from this Code.  Anywaiver and the reasons for it shall be promptly disclosed in a filing on Form8-K with the SEC or, subject to satisfaction of any conditions established bythe SEC, posted on the Company’s website.

 

ACKNOWLEDGED AND AGREED TO:

 
| /s/ Robert S. Cramer                                                |   |
|---------------------------------------------------------------------|--------|
| Robert S. Cramer, Chief Executive Officer                           |
|                                                                |
| /s/ Kevin S. Noland                                                 |   |
| Kevin S. Noland, Acting Principal Financial  and Accounting Officer |

 
| /s/ Sharon G. Griffin         |   |
|-------------------------------|--------|
| Sharon G. Griffin, Controller |

 

Date:                    March 29, 2005

 

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