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                                                                    EXHIBIT 14.1


                                 CODE OF ETHICS

The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The CEO and all senior financial
officers, including the CFO, are bound by the provisions set forth therein
relating to ethical conduct, conflicts of interest and compliance with law. In
addition to the Code of Business Conduct and Ethics, the CEO and senior
financial officers are subject to the following additional specific policies:

     1.  The CEO and all senior financial officers are responsible for full,
         fair, accurate, timely and understandable disclosure in the periodic
         reports required to be filed by the Company with the SEC. Accordingly,
         it is the responsibility of the CEO and each senior financial officer
         promptly to bring to the attention of the Disclosure Committee
         (consists of CFO, General Counsel, VP of Planning and Reporting,
         Director of Planning and Reporting) any material information of which
         he or she may become aware that affects the disclosures made by the
         Company in its public filings or otherwise assist the Disclosure
         Committee in fulfilling its responsibilities as specified in the
         Company's Summary of Procedures for Securities Exchange Act Filings.

     2.  The CEO and each senior financial officer shall promptly bring to the
         attention of the Disclosure Committee or to the Audit Committee any
         information he or she may have concerning (a) significant deficiencies
         in the design or operation of internal controls which could adversely
         affect the Company's ability to record, process, summarize and report
         financial data or (b) 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.

     3.  The CEO and each senior financial officer shall promptly bring to the
         attention of the General Counsel or to the Audit Committee any
         information he or she may have concerning any violation of the
         Company's Business Conduct policy, including any actual or apparent
         conflicts of interest between personal and professional relationships,
         involving any management or other employees who have a significant role
         in the Company's financial reporting, disclosures or internal controls.

     4.  The CEO and each senior financial officer shall promptly bring to the
         attention of the General Counsel or to the Audit Committee any
         information he or she may have concerning evidence of a material
         violation of the securities or other laws, rules or regulations
         applicable to the Company and the operation of its business, by the
         Company or any agent thereof, or of violation of the Business Conduct
         Policy or of these additional procedures.

     5.  The Board of Directors shall determine, or designate appropriate
         persons to determine, appropriate actions to be taken in the event of
         violations of the Business Conduct Policy or of these additional
         procedures by the CEO and the Company's senior financial officers. Such
         actions shall be reasonably designed to deter wrongdoing and to promote
         accountability for adherence to the Business Conduct Policy and to
         these additional procedures, and may include written notices to the
         individual involved that the Board has determined 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 (as
         determined by the Board) and/or termination of the individual's
         employment. In determining what action is appropriate in a particular
         case, the Board of Directors or such designee 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 individual 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.