EXHIBIT 14.1

                            HYPERDYNAMICS CORPORATION

                     CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
                          AND SENIOR FINANCIAL OFFICERS



                          I. INTRODUCTION AND PURPOSE

     This  Code  of Ethics for Principal Executive and Senior Financial Officers
(hereinafter  referred  to  as  the  "Code")  helps  maintain  HyperDynamics
Corporation's  (hereinafter  referred to as the "Company") standards of business
conduct  and  ensures  compliance with legal requirements, specifically, but not
limited  to,  Section  406  of  the  Sarbanes-Oxley  Act  of  2002 and SEC rules
promulgated thereunder.

     In  addition to securing compliance with legal requirements, the purpose of
the  Code  is  to  deter wrongdoing and promote ethical conduct, and full, fair,
accurate,  timely, and understandable disclosure of financial information in the
periodic  reports  of  the  Company. The matters covered in this Code are of the
utmost  importance  to  the Company, our stockholders and our business partners,
and  are essential to our ability to conduct our business in accordance with our
stated values.

     Financial  executives  hold  an  important  and  elevated role in corporate
governance  and  are uniquely capable and empowered to ensure that stockholders'
interests are appropriately balanced, protected and preserved. Accordingly, this
Code  provides  principles  to which financial executives are expected to adhere
and  advocate.  This  Code  embodies  rules  regarding  individual  and  peer
responsibilities,  as  well  as  responsibilities to the company, the public and
others.

                              II.       APPLICATION

     This  Code  is  applicable  to  the following persons (hereinafter referred
     to as the "Officers"):

1.   The  Company's  principal  executive  officers;

2.   The  Company's  principal  financial  officers;

3.   The  Company's  principal  accounting  officer  or  controller;  and

4.   Persons  performing  similar  functions.

                              III. CODE OF ETHICS:

     Each  Officer  shall  adhere  to  and advocate the following principles and
responsibilities governing professional and ethical conduct:

1.   Act  with  honesty  and  integrity,  avoiding  actual or apparent conflicts
     of interest in personal and professional relationships.

2.   Provide  information  that  is  full,  fair, accurate, complete, objective,
     relevant,  timely,  and understandable to the Company's Board of Directors,
     the Securities and Exchange Commission, the Company's stockholders, and the
     public.

3.   Comply with applicable governmental laws, rules, and regulations.


<PAGE>
4.   Act  in  good  faith,  responsibly,  with  due  care,  competence  and
     diligence,  without  misrepresenting  material  facts  or  allowing  your
     independent judgment to be subordinated.

5.   Take  all  reasonable  measures  to  protect  the  confidentiality  of
     non-public  information  about  the  Company acquired in the course of your
     work except when authorized or otherwise legally obligated to disclose such
     information  and  to  not  use  such  confidential information for personal
     advantage.

6.   Assure  responsible  use  of  and  control  over  all  assets and resources
     employed or entrusted to you.

7.   Promptly report to the Chairman of the Board of Directors:

          a.   any  information  you  may  have  regarding any violation of this
               Code;

          b.   any  actual  or  apparent  conflict  of interest between personal
               and/or  professional  relationships  involving  management or any
               other  employee with a role in financial reporting disclosures or
               internal controls;

          c.   any  information  you  might  have  concerning  evidence  of  a
               material  violation  of  the  securities  or other laws, rules or
               regulations applicable to the Company and its operations;

          d.   significant  deficiencies  in  the  design  or  operation  of
               internal  controls  that  could  adversely  affect  the Company's
               ability  to  record, process, summarize or report financial data;
               or

          e.   any  fraud,  whether  or  not  material, that involves management
               or  other  employees who have a significant role in the Company's
               financial reporting, disclosures or internal controls.


              IV. REPORTING PROCEDURE, PROCESS AND ACCOUNTABILITY

     As  discussed  above,  Officers shall promptly report any violation of this
Code to the Chairman of the Company's Audit Committee.

     Reports of violations under this Code received by the Chairman of the Board
of  Directors  shall  be  investigated  by  the  Audit  Committee.  If the Audit
Committee  finds a violation of this Code, it shall refer the matter to the full
Board of Directors.

     In  the  event  of  a  finding  that a violation of this Code has occurred,
appropriate  action  shall  be  taken  that  is  reasonably  designed  to  deter
wrongdoing  and  to  promote  accountability for adherence to this Code, and may
include  written  notices  to  the individual involved of the determination that
there  has  been a violation, censure by the Board, demotion or re-assignment of
the  individual  involved, suspension with or without pay or benefits, and up to
and  including,  if  appropriate, termination of the individual's employment. In
determining  what  action  is  appropriate  in  a  particular case, the Board of
Directors  (or  the independent directors of the Board as the case may be) shall
take into account all relevant information, including the nature and severity of
the  violation,  whether  the  violation  was  a  single  occurrence or repeated
occurrences,  whether  the  violation  appears  to  have  been  intentional  or
inadvertent,  whether  the individuals in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.

                             V. ANONYMOUS REPORTING


<PAGE>
     Any  violation  of  this  Code  and  any  violation  by  the Company or its
directors  or  officers  of the securities laws, rules, or regulations, or other
laws,  rules,  or  regulations  applicable to the Company may be reported to the
Chairman of the Board of Directors anonymously.

                               VI. NO RETALIATION

     It  is  against  the  Company's  policy  to retaliate in any way against an
Officer for good faith reporting of violations of this Code.

                            VII. WAIVER AND AMENDMENT

     The  Company  is  committed  to  continuously  reviewing  and  updating its
policies  and  procedures.  Therefore, this Code is subject to modification. Any
amendment or waiver of any provision of this Code must be approved in writing by
the  Company's  Board of Directors and promptly disclosed pursuant to applicable
laws and regulations.


                VIII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
              FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

     I  have  received  and  read  the  Company's  Code  of Ethics for Principal
Executive and Senior Financial Officers (the "Code"). I understand the standards
and  policies  contained in the Code and understand that there may be additional
policies  or  laws  applicable to my job. I agree to comply with the Code in all
respects.

     If  I have questions concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements applicable to my job,
I  know  that I can consult with the Chairman of the Board of Directors, knowing
that  my  questions  or  reports  will remain confidential to the fullest extent
possible.

     I understand that my agreement to comply with this Code does not constitute
a contract of employment.



---------------------------
Officer Name


---------------------------
Signature


---------------------------
Date



    PLEASE SIGN AND RETURN THIS FORM TO THE COMPANY'S CHAIRMAN OF THE BOARD OF
                                   DIRECTORS.