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                                                                      Exhibit 14

                                      HAWK
                                   CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

Hawk Corporation is committed to the principles of honest and ethical conduct in
all aspects of its business. Hawk believes that our tradition of adhering to
honest and ethical conduct enables Hawk to enjoy a reputation of which all our
employees, officers and directors can be proud.

This code covers a wide range of business practices and procedures. It is
intended only as a guide. It does not, and can not, cover every issue that may
arise, but it sets out basic principles and key policies and procedures to guide
all employees, officers and directors of Hawk. Employees, officers and directors
must conduct themselves accordingly and seek to avoid even the appearance of
improper behavior. In appropriate circumstances, this code should also be
provided to and followed by Hawk's agents and representatives, including
consultants.

If you are in a situation that you believe may violate or lead to a violation of
this code, you should follow the guidelines described in the section entitled
"Adherence to the Code" below. Ultimately, the determination of whether or not
there has been a violation will be in the discretion of our designated ethics
officer, who may consult with our chief executive officer and our legal counsel.

For simplicity, Hawk as used throughout this code refers to Hawk and all our
subsidiaries. This Code of Business Conduct and Ethics is intended to supplement
the Code of Business Conduct in our employee handbook and is available on our
corporate website at www.hawkcorp.com.

RESPONSIBILITIES OF EMPLOYEES, OFFICERS AND DIRECTORS

Compliance with laws, rules, regulations and agreements

All employees, officers and directors must strictly comply with all laws and
governmental regulations that apply to our business, including state and local
laws in the areas in which we operate. Any questions as to the applicability of
any law should be directed to our counsel.

If a law conflicts with a policy in this code, employees, officers and directors
must comply with the law. If a local custom or policy conflicts with a policy in
this code, employees, officers and directors must comply with the code. If you
have any questions about these conflicts, you should ask your supervisor how to
handle the situation.

This code is intended to supplement and not override any similar provisions in
agreements with employees, officers and directors.

Insider trading

We have an insider trading policy and all employees, officers and directors must
abide by its

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terms. A copy of this policy is available on our corporate website at
www.hawkcorp.com. This policy, among other things, provides that employees,
officers and directors may not buy or sell shares of Hawk when they are in
possession of material, non-public information. They also are prohibited from
passing on such information to others who might make an investment decision
based on it.

Employees, officers and directors also may not trade in stocks of other
companies about which they learn material, non-public information through the
course of their employment or service. Any questions as to whether information
is material or has been adequately disclosed should be directed to our counsel.

Conflicts of interests

A conflict of interest occurs when the private interest of an employee, officer
or director interferes, or appears to interfere, in any way with the interests
of the company. Conflicts of interest can occur when an employee, officer or
director takes action or has interests that could reasonably be expected to make
it difficult to make objective decisions on behalf of Hawk or for an employee,
officer or director to perform his or her duties effectively. Conflicts of
interest also arise when an employee, officer or director, or a member of his or
her family, receives improper personal benefits as a result of his or her
position with the company. An employee, officer or director will not be deemed
to have a conflict of interest solely on the basis of his or her service on the
board of directors of a company that is under common ownership, or has a
business relationship with, Hawk.

Conflicts of interests are prohibited as a matter of corporate policy. If you
become aware of a conflict or potential conflict, or have a question about
whether a conflict exists, you should promptly bring it to the attention of your
supervisor or our ethics officer.

Corporate opportunities

Employees, officers and directors are prohibited from taking for themselves
personally any opportunities that arise through the use of corporate property,
information or position and from using corporate property, information or
position for personal gain. Employees, officers and directors are further
prohibited from competing with Hawk directly or indirectly. Employees, officers
and directors owe a duty to Hawk to advance the company's interests when the
opportunity to do so arises.

Confidentiality

Our insider trading policy also governs the maintenance of confidential
information. . Employees, officers and directors may learn information about
Hawk that is not known to the general public or to competitors. Confidential
information includes all non-public information that might be of use to
competitors, or harmful to Hawk or our customers if disclosed.

Employees, officers and directors must maintain the confidentiality of
information entrusted to them by Hawk or its associates, except when disclosure
is authorized or legally mandated. This obligation to protect confidential
information does not end when an employee, officer or director leaves the
company. Any questions about whether information is confidential should be
directed to our counsel.

Fair dealing

Each employee, officer and director must endeavor to deal fairly with Hawk's
stockholders,

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competitors, suppliers and employees. No employee, officer or director may take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other unfair
practice.

Protection and proper use of corporate assets

Theft, carelessness and waste have a direct impact on our profitability.
Employees, officers and directors have a duty to protect corporate assets and
ensure their efficient use. Company assets should be used only for legitimate
business purposes and employees, officers and directors should take measures to
ensure against theft, damage, or misuse.

Company assets include intellectual property such as trademarks, business and
marketing plans, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information is a violation of
our company policy.

Reports filed with the Securities and Exchange Commission ("SEC")

We are committed to ensuring that all disclosure in reports filed with the SEC
is full, fair, timely and understandable. Therefore, honest and accurate
recording and reporting of financial information is of critical importance to
Hawk. This is essential in order for senior management to make informed
responsible business decisions, to enable Hawk to comply with various laws
relating to the maintenance of books and records and financial reporting, to
enable our Chief Executive Officer and our Chief Financial Officer to make
certifications in connection with periodic filings made by the company with the
SEC and to inform Hawk's stockholders and the investing public of accurate
information about the company.

Employees, officers and directors are strictly prohibited from falsifying the
books and records of the company or otherwise knowingly circumventing or failing
to implement the internal accounting controls of the company as they now exist
or as they may be modified, revised, amended or supplemented.

External and internal auditors

Our external and internal auditors play an integral role in the financial
reporting process through their annual examination and report on Hawk's
financial statements and their review of periodic reports of the company.
Therefore, open and honest fair dealing with our external and internal auditors
is essential. No employee, officer or director may make any false or misleading
statement to any external or internal auditors in connection with an audit or
examination of our financial statements or the preparation or filing of any
document or report. Similarly, no employee, officer or director may engage in
any conduct to fraudulently influence, coerce, manipulate or mislead any
accountant engaged in the audit or review of any of Hawk's financial statements.

Record-keeping

All of Hawk's books, records, accounts, and financial statements must be
maintained in reasonable detail, must appropriately reflect the company's
transactions, and must conform both to applicable legal requirements and to our
system of internal controls. Unrecorded or "off the books" funds or assets
should not be maintained unless permitted by applicable law or regulation.

Business records and communications may not be destroyed unless in accordance
with our record retention policies. In accordance with those policies, in the
event of litigation or

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governmental investigation, employees, officers and directors must consult with
our counsel before taking any action because it is critical that any impropriety
or possible appearance of impropriety be avoided.

Interaction with public officials

When dealing with public officials, employees, officers and directors must avoid
any activity that is or appears illegal or unethical. The giving of gifts,
including meals, entertainment, transportation, and lodging, to government
officials in the various branches of U.S. government, as well as state and local
governments, is restricted by law. Employees, officers and directors must obtain
pre-approval from Hawk's counsel before providing anything of value to a
government official or employee. The foregoing does not apply to personal lawful
political contributions.

In addition, the U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. Illegal payments to
government officials of any country are strictly prohibited.

Discrimination and harassment

We are firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment of any
kind. All employees, officers and directors should respect the rights and
cultural differences of other individuals. It is our policy not to discriminate
against any person because of age, race, color, sex, religion, disability,
national origin, or other classes protected by applicable federal, state or
local law. Harassment of any type will not be tolerated.

Health and safety

The safety and health of our employees is very important to us. Each employee
has responsibility for maintaining a safe and healthy workplace by following
safety and health rules and practices and reporting accidents, injuries, and
unsafe equipment, practices, or conditions.

Violence and threatening behavior are not permitted. Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not
be tolerated.

ADHERENCE TO THE CODE

No code of conduct and ethics can replace the thoughtful behavior of an ethical
person or provide definitive answers to all questions. Since we cannot
anticipate every potential situation, certain policies and procedures have been
put in place to help employees, officers and directors approach questions or
problems as they arise.

Designated Ethics Officer

We have designated our Director of Human Resources to also serve as our ethics
officer with responsibility for overseeing and monitoring compliance with this
code. The ethics officer reports directly to our chief executive officer and
also will make periodic reports to the audit committee of our board of directors
regarding the implementation and effectiveness of this code as well as the
policies and procedures put in place to ensure compliance with the code.

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Reporting Violations

Employees, officers and directors are strongly encouraged to seek guidance from
supervisors, managers or other appropriate persons when in doubt about the best
course of action to take in a particular situation.

If an employee, officer or director knows of or suspects a violation of this
code, or of applicable laws and regulations, he or she must report it
immediately to our ethics officer or CEO. If the situation requires it, the
reporting person's identity will be kept anonymous. We do not permit retaliation
of any kind for good faith reports of violations or possible violations.

Contact Information

Our CEO and our Director of Human Resources may be reached at 216-861-3553.

Our legal counsel, the law firm of Kohrman Jackson & Krantz P.L.L., may be
reached at 216-696-8700. You may ask to speak with any partner of the firm
familiar with our matters.

Investigations

We will promptly investigate reported violations. Employees, officers and
directors are expected to cooperate fully with any investigation made by the
company into reported violations.

Discipline and Penalties

Employees, officers and directors who violate this code may be subject to
disciplinary action, up to and including discharge. Employees, officers and
directors who have knowledge of a violation and fail to move promptly to report
or correct it and employees, officers and directors who direct or approve
violations may also be subject to disciplinary action, up to and including
discharge or removal. Furthermore, violation of some provisions of this code are
illegal and may subject you to civil and criminal liability.

The determination of whether or not there has been a violation of this code will
be in the discretion of our designated ethics officer, who may consult with our
chief executive officer and our legal counsel. The ethics officer, chief
executive officer, legal counsel, and for purposes of determining waivers as set
forth in the next paragraph, our board of directors or a duly appointed
committee thereof, are the only parties who may interpret and enforce this code.

AMENDMENTS AND WAIVERS TO THE CODE

Hawk reserves the right to alter, amend, modify, revoke, suspend, terminate or
waive any or all of the code at any time, in our discretion. Any such
alteration, amendment, modification, revocation, suspension, termination or
waiver to the code that applies to our principal financial and accounting
officers, or persons performing similar functions, may be made only by our board
of directors, or an authorized committee of the board of directors, and will be
promptly disclosed to our stockholders.

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LIMITATION

This code is intended to be a description of certain policies that Hawk has
adopted as of this time, and is to be used solely as a source of information
about our code of ethics as presently in effect. .Nothing in this code shall be
deemed to alter any employment at will or other status of an employee or to
otherwise create for an employee or any other third party an enforceable right
against Hawk, its directors, officers or any other employee or third party.
Except by Hawk at the direction of our board of directors or executive officers,
this code may not be used as evidence or referred to in any other way in any
action, claim, suit or other proceeding.

ADOPTION

This code was approved and adopted by the Board of Directors of Hawk on February
26, 2004.

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