Exhibit 14.1

                                 CODE OF ETHICS
                                     FOR THE
                           SENIOR FINANCIAL OFFICERS,
                        EXECUTIVE OFFICERS AND DIRECTORS
                                       OF
                           ADM TRONICS UNLIMITED, INC.

1. PURPOSE

The Board of  Directors  (the  "Board")  of ADM  Tronics  Unlimited,  Inc.  (the
"Company") has adopted the following Code of Ethics (the "Code") to apply to the
Company's Chief Executive  Officer;  Chief Financial  Officer;  Chief Accounting
Officer;  Controller;   Treasurer;  and  any  other  person  performing  similar
functions (collectively,  the "Senior Financial Officers"),  all other executive
officers of the Company and all of the directors of the Company  (together  with
the Senior Financial Officers and such executive officers,  the "Participants").
This Code of Ethics is  intended to focus the  Participants  on areas of ethical
risk,  provide  guidance to help them  recognize  and deal with ethical  issues,
provide mechanisms to report unethical conduct,  foster a culture of honesty and
accountability,  deter  wrongdoing and promote fair and accurate  disclosure and
financial reporting.
This Code of Ethics has been  prepared to help you  understand  and abide by our
policies  and  procedures.  We  expect  that you will  comply  with this Code of
Ethics;  be generally  aware of laws and  regulations  that apply to your job or
area of  responsibility;  and  recognize  sensitive  issues  that  require  more
detailed analysis by senior executives and/or counsel.  Overall,  the purpose of
our Code of Ethics is to deter wrongdoing and promote:

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

            o     full, fair, accurate,  timely and understandable disclosure in
                  reports and documents that we file with, or submit to, the SEC
                  and in other public communications made by us;

            o     compliance  with  applicable   governmental  laws,  rules  and
                  regulations;

            o     prompt internal reporting of code violations to an appropriate
                  person or persons identified in this Code of Ethics; and

            o     accountability for adherence to the Code of Ethics.


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No code or policy can
anticipate every situation that may arise.  Accordingly,  this Code of Ethics is
intended to serve as a source of guiding principles. Participants are encouraged
to bring questions about particular  circumstances  that may involve one or more
of the provisions of this Code of Ethics to the attention of the Company's Audit
Committee, or persons performing similar functions (the "Audit Committee"),  who
may consult with counsel as appropriate.

2. INTR0DUCTION

Each Participant is expected to adhere to a high standard of ethical conduct and
shall be held  accountable  for any failures to comply with this Code of Ethics.
The good name of the Company depends on the manner in which Participants conduct
business and the way the public perceives that conduct.  Unethical  actions,  or
the  appearance  of unethical  actions,  are not  acceptable.  Participants  are
expected  to be  guided  by the  following  principles  in  carrying  out  their
responsibilities.

            o     Loyalty.  Participants should not be, or appear to
                  be,   subject   to   influences,    interests   or
                  relationships   that   conflict   with   the  best
                  interests of the Company.


            o     Compliance with Applicable Laws.  Participants are
                  expected  to  comply  with  all  laws,  rules  and
                  regulations    applicable    to   the    Company's
                  activities.


            o     Observance of Ethical Standards. Participants must
                  adhere to high ethical standards in the conduct of
                  their duties. These include honesty and fairness.

3. INTEGRITY OF RECORDS AND FINANCIAL REPORTING

Senior  Financial  Officers  are  responsible  for  the  accurate  and  reliable
preparation and  maintenance of the Company's  financial  records.  Accurate and
reliable  preparation of financial  records is of critical  importance to proper
management decisions and the fulfillment of the Company's  financial,  legal and
reporting  obligations.  Diligence in accurately  preparing and  maintaining the
Company's records allows the Company to fulfill its reporting obligations and to
provide shareholders, governmental authorities and the general public with full,
fair, accurate, timely and understandable disclosure.  Senior Financial Officers
are responsible for establishing and maintaining  adequate  disclosure  controls
and procedures, and internal controls and procedures,  including procedures that
are designed to enable the Company to: (a)  accurately  document and account for
transactions on the books and records of the Company;  and (b) maintain reports,
vouchers, bills, invoices, payroll and service records, business measurement and
performance records and other essential data with care and honesty.

Participants shall immediately bring to the attention of the Audit Committee any
information they may have concerning:

      (a)  Defects,  deficiencies,  or  discrepancies  related  to the design or
operation  of  internal  controls  which may  affect  the  Company's  ability to
accurately record, process,  summarize,  report and disclose its financial data;
or

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      (b) Any fraud, whether or not material,  that involves management or other
employees who have roles in the Company's  financial  reporting,  disclosures or
internal controls.

4. CONFLICT OF INTEREST

Participants  must avoid any conflicts of interest  between  themselves  and the
Company.  Any situation  that involves,  or may involve,  a conflict of interest
with the Company,  should be disclosed promptly to the Audit Committee,  who may
consult with counsel as appropriate.

A "conflict of interest"  can occur when an  individual's  personal  interest is
adverse to - or may appear to be adverse to - the  interests of the Company as a
whole.  Conflicts of interest also arise when an individual,  or a member of his
or her family,  receives  improper  personal  benefits as a result of his or her
position with the Company.

This Code of Ethics does not  attempt to  describe  all  possible  conflicts  of
interest  which  could  develop.  Some of the more common  conflicts  from which
Participants must refrain, however, are set forth below:

            o     Improper conduct and activities.  Participants may
                  not engage in any conduct or  activities  that are
                  inconsistent  with the Company's best interests or
                  that disrupt or impair the Company's  relationship
                  with any person or entity  with which the  Company
                  has,  or  proposes  to enter  into,  a business or
                  contractual relationship.

            o     Compensation     from     non-Company     sources.
                  Participants  may  not  accept   compensation  for
                  services performed for the Company from any source
                  other than the Company. Participants should obtain
                  the  approval  of the  Audit  Committee  prior  to
                  accepting   any  paid   employment  or  consulting
                  position with another entity.

            o     Gifts. Participants and members of their immediate
                  families  may not  accept  gifts  from  persons or
                  entities  where  any such  gift is  being  made in
                  order to influence their actions in their position
                  with the Company, or where acceptance of the gifts
                  could  create  the  appearance  of a  conflict  of
                  interest.

            o     Personal use of Company Assets.  Participants  may
                  not use Company  assets,  labor or information for
                  personal use, other than incidental  personal use,
                  unless  approved by the Audit Committee or as part
                  of  a   compensation   or  expense   reimbursement
                  program.

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            o     Financial    Interests   in   other    Businesses.
                  Participants  should  avoid  having  an  ownership
                  interest  in  any  other  enterprises,  such  as a
                  customer, supplier or competitor, if that interest
                  compromises,    or   has   the    appearance    of
                  compromising,  the  Participant's  loyalty  to the
                  Company.

5. CORPORATE OPPORTUNITIES

Participants  are  prohibited   from:  (a)  taking  for  themselves   personally
opportunities  related to the Company's  business without first presenting those
opportunities  to the Company and obtaining  approval from the Board;  (b) using
the  Company's  property,  information,  or position for personal  gain;  or (c)
competing with the Company for business opportunities.

6. CONFIDENTIALITY

Participants  should maintain the  confidentiality  of information  entrusted to
them by the Company and any other  confidential  information  about the Company,
its business or finances,  customers  or  suppliers,  that is delivered to them,
from whatever source,  except when disclosure is authorized or legally mandated.
For  purposes of this Code of Ethics,  "confidential  information"  includes all
non-public  information  relating to the  Company,  its  business  or  finances,
customers or suppliers.

7. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Participants shall comply with all laws, rules and regulations applicable to the
Company, including insider trading laws, and all other Company policies.

8. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

Participants  must  promote  ethical  behavior  and  create a culture of ethical
compliance.  Senior Financial Officers should foster an environment in which the
Company:  (a) encourages  employees to talk to  supervisors,  managers and other
appropriate  personnel  when in doubt  about  the best  course  of  action  in a
particular  situation;  (b) encourages  employees to report  violations of laws,
rules and regulations to appropriate  personnel;  and (c) informs employees that
the Company will not allow retaliation for reports made in good faith.

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9. DEALING WITH COMPETITORS AND SUPPLIERS

Participants are prohibited from entering into any agreements or  understandings
which  violate  antitrust  or  unfair  competition  laws.  The  following  is  a
representative  list of the types of arrangements  with  competitors  which have
been clearly identified as violations of antitrust and competition laws:

            a.    Agreements  to  fix  or  affect  prices,  or  other  terms  or
                  conditions of sale.

            b.    Agreements to allocate customers, markets or territories.

            c.    Agreements to fix production levels or quotas.

            d.    Agreements to boycott third parties.

            e.    Agreements  with a  customer  concerning  the  price  or price
                  levels at which the customer can resell Company products.

A formal  agreement  is not  necessary  for there to be an  antitrust  or unfair
competition law violation.  For example,  discussions among competitors followed
by similar actions by competitors may be found to violate the law.  Participants
must be extremely careful not to discuss any prohibited subject with competitors
generally,   and  Participants   should  be  mindful  of  antitrust  and  unfair
competition  laws in the context of all individual  discussions or relationships
with  industry  counterparts.  Particular  attention  should  be  paid  to  your
activities  at trade  association  meetings  which,  by  definition,  are groups
consisting of competitors. No Participants shall attend any trade association or
similar meeting unless it has been called for a valid business  purpose.  Should
any Participant perceive that any improper discussion is taking place at a trade
association  meeting or at any other time, such Participant  should  immediately
demand  that the  discussion  cease and,  if it does not,  leave (or hang up the
telephone)  immediately and report the incident as soon as possible to the Audit
Committee.  Violations  of  antitrust  laws can result in heavy  civil fines and
criminal penalties at both the corporate and individual levels.

10. E-MAIL/INTERNET POLICY

All Company supplied computer systems,  including computer hardware and software
programs,   and  Company  related  proprietary,   confidential,   or  privileged
information,  are the  property  of the  Company  and not  the  employee.  These
systems,  including the Internet and Email,  should be used for Company business
only and should not be used to transmit unsecured  Company-related  proprietary,
confidential,  or privileged  information  outside the Company,  without  proper
business purpose and appropriate security measures. The Company has the right to
monitor any employee's Email and Internet usage.


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11. ENFORCEMENT

Participants  shall communicate any suspected  violations of this Code of Ethics
promptly to the Audit Committee.  The Board or a person or persons designated by
the Board will investigate violations,  and appropriate disciplinary action will
be taken by the Board in the event of any  violation of this Code of Ethics,  up
to and  including  termination.  Only the Board may  grant any  waivers  of this
policy. There will be no retribution against any person for good faith reporting
of suspected  policy  violations;  however,  sources of information  will not be
protected from possible  disciplinary action if they report in bad faith or have
otherwise engaged in misconduct.