EXHIBIT 14.1

                                 CODE OF ETHICS
                                       FOR
                            SENIOR FINANCIAL OFFICERS

1.      PURPOSE.

The Board of Directors (the "Board") of LifeCell Corporation (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;  and  Treasurer  (the  "Senior  Financial  Officers").  This Code is
intended  to  focus  Senior Financial Officers 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.

No  code  or policy can anticipate every situation that may arise.  Accordingly,
this  Code  is  intended  to  serve  as  a source of guiding principles.  Senior
Financial  Officers  are  encouraged  to  bring  questions  about  particular
circumstances that may involve one or more of the provisions of this Code to the
attention  of  the  Chair of the Audit Committee, who may consult with inside or
outside  legal  counsel  as  appropriate.

2.     INTRODUCTION

Each  Senior  Financial  Officer  is  expected  to  adhere to a high standard of
ethical  conduct.  The  good  name  of  the  Company  depends  on the way Senior
Financial  Officers  conduct  business  and  the  way  the public perceives that
conduct.  Unethical  actions,  or  the  appearance of unethical actions, are not
acceptable.  Senior  Financial  Officers  are  expected  to  be  guided  by  the
following  principles  in  carrying  out  their  responsibilities.

     -    Loyalty.  Senior  Financial  Officers  should not be, or appear to be,
          subject  to  influences, interests or relationships that conflict with
          the  best  interests  of  the  Company.

     -    Compliance  with  Applicable  Laws.  Senior  Financial  Officers  are
          expected  to comply with all laws, rules and regulations applicable to
          the  Company's  activities.

     -    Observance of Ethical Standards. Senior Financial Officers must adhere
          to  high  ethical  standards  in  the  conduct  of their duties. These
          include  honesty  and  fairness.


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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 stockholders, 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.

Senior  Financial Officers 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

     (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.

Senior  Financial  Officers  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 Chair
of  the Audit Committee, who may consult with inside or outside legal 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.


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

     -    Improper  conduct  and  activities.  Senior Financial Officers 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.

     -    Compensation  from  non-Company sources. Senior Financial Officers may
          not  accept  compensation  for services performed for the Company from
          any  source  other  than  the  Company.

     -    Gifts.  Senior  Financial  Officers  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.

     -    Personal  use of Company assets. Senior Financial Officers may not use
          Company  assets,  labor  or  information  for personal use, other than
          incidental  personal  use,  unless  approved by the Chair of the Audit
          Committee  or  as  part  of  a  compensation  or expense reimbursement
          program.

     -    Financial  Interests  in  other  Businesses. Senior Financial Officers
          should  avoid  having  an ownership interest in any other enterprises,
          such  as  a  customer,  supplier  or  competitor,  if  that  interest
          compromises  the  officer's  loyalty  to  the  Company.

5.     CORPORATE OPPORTUNITIES.

Senior  Financial  Officers  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.


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6.     CONFIDENTIALITY.

Senior  Financial  Officers  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 comes to
them,  from  whatever  source,  except  when disclosure is authorized or legally
mandated.  For  purposes  of  this Code, "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.

Senior  Financial  Officers  shall  comply  with  laws,  rules  and  regulations
applicable to the Company, including insider trading laws, and all other Company
policies.  Transactions  in  Company  securities  are  governed by the Company's
Insider  Trading  Policy.

8.     ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.

Senior  Financial Officers 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.

9.     CONCLUSION.

Senior  Financial  Officers  should communicate any suspected violations of this
Code  promptly  to  the  Chair of the Audit Committee.  The Board or a person or
persons  designated  by  the  Board will investigate violations, and appropriate
disciplinary  action will be taken in the event of any violation of the Code, up
to and including termination.  Only the Audit Committee may grant any waivers of
this  policy.


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