<PAGE>
                                                                    Exhibit 14.1

CODE OF ETHICAL CONDUCT

1.       POLICY SUMMARY

It is the policy of TIMCO Aviation Services, Inc. and its subsidiaries
(collectively the "Company") to comply with the letter and spirit of all laws,
rules and regulations of the United States, its states, any countries in which
it does business, and other private and public regulatory agencies, and to
require all directors, officers and employees of the Company to avoid any
activity which could involve the Company or its directors, officers or employees
in any unlawful or perceived unlawful practice. The Company has sought to
establish the highest possible standard in business and personal ethics for
itself, its directors, officers and employees. This Code of Ethical Conduct (the
"Code") was adopted by the Company's Board of Directors for the guidance of all
its directors, officers and employees.

The following Code provides general guidelines of ethical conduct for you to
follow. Whenever you have the slightest doubt about the legal or ethical nature
of a transaction, please contact the Company's General Counsel.

2.       SCOPE

This Code applies to all directors, officers and employees of the Company.

The purpose of this Code is to deter wrongdoing and to promote:

         -        Honest and ethical conduct, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships,

         -        Full, fair, accurate, timely, and understandable disclosure in
                  the reports and documents that the Company o files with, or
                  submits to, the Securities and Exchange Commission (the "SEC")
                  and in other public

         -        communications made by the Company,

         -        Compliance with applicable governmental laws, rules and
                  regulations,

         -        The prompt internal reporting to an appropriate person or
                  persons identified in the Code of violations of the Code, and

         -        Accountability for adherence to the Code.

The Company expects all of its directors, officers and employees to comply at
all times with the principles in this Code. A violation of this Code is grounds
for disciplinary action up to and including discharge and possible legal
prosecution.

                                        1



<PAGE>

         3.       DEFINITIONS

                  3.1      "SUPPLIER" is defined as any person, firm or
                           corporation which furnishes or offers any property
                           (real or personal), rights or services to the
                           Company. This definition also includes any agent or
                           representative of a "supplier" and any organization
                           owning a controlling interest therein.

                  3.2      "CUSTOMER" is defined as any person, firm or
                           corporation which acquires or can reasonably be
                           expected to acquire from or through the Company goods
                           or services, whether such goods and/or services are
                           acquired by contract on a centralized basis or by
                           unrelated separate transactions. Included in this
                           definition is any agent or representative of a
                           "customer" and any organization owning a controlling
                           interest therein.

                  3.3      REPORTABLE INTERESTS AND RELATIONSHIPS

                           All directors, officers and employees who participate
                           in transactions with suppliers or customers shall
                           report "reportable interests and relationships" on an
                           annual Sign-Off Document as described in Section 5.8.
                           Throughout the year, any new interest or relationship
                           shall be reported promptly but in any event within
                           ten (10) days of its acquisition or commencement.

                           3.3.1    "REPORTABLE INTEREST AND RELATIONSHIPS" are
                                    any of the following directly or indirectly
                                    held or engaged in by a director, officer or
                                    employee and, to the extent known by
                                    him/her, each member of his/her immediate
                                    family.

                                    3.3.1.1. Any financial interest in a
                                             supplier or customer which is a
                                             publicly owned corporation,
                                             provided that a financial interest
                                             confined to the ownership of
                                             securities, is reportable only if
                                             the aggregate of all such
                                             securities owned by an employee and
                                             all members of his/her immediate
                                             family in any such corporation
                                             exceeds 2% of the outstanding
                                             securities of the same class, or
                                             exceeds in value 25% of the
                                             employee's gross annual income.

                                    3.3.1.2. Any financial interest in a
                                             supplier or customer which is not a
                                             publicly owned corporation.

                                    3.3.1.3. A relationship with a supplier or
                                             customer as director, officer,
                                             employee, agent, representative or
                                             consultant.

                                        2


<PAGE>

                           3.3.1.4. Any business engaged in by the officer or
                                    employee which involves furnishing any
                                    property (real or personal) rights or
                                    services to the Company.

                           3.3.1.5. Any other personal or business relationship
                                    with a supplier or customer which may
                                    reasonably be regarded as significant under
                                    the policy summary stated in Section 1.

         3.4      ITEMS IN SECTION 3.3.1 ARE DEFINED, FOR THE PURPOSE OF THIS
                  CODE AS FOLLOWS:

                  3.4.1    "PUBLICLY OWNED CORPORATION" means a corporation
                           having securities traded on a national securities
                           exchange, or quoted in the over-the-counter market,
                           or any other corporation having more than 100
                           stockholders of record.

                  3.4.2    "OWNERSHIP" includes, among other things, the holding
                           of securities by a broker for an individual under an
                           arrangement whereby the latter's name does not appear
                           on the securities.

                  3.4.3    "FINANCIAL INTEREST" means any ownership of
                           beneficial interest in, or right to acquire:

                           -        any stock, bond or other debt obligation,

                           -        any claim against assets or interest in
                                    income, or

                           -        any partnership or other proprietary
                                    interest.

                           Excluded from this definition are:

                           -        interests in securities issued by mutual
                                    funds or other investment companies or
                                    trusts subject to regulation by a government
                                    agency;

                           -        deposits in banks or similar financial
                                    institutions; and

                           -        policies in insurance companies.

                 3.4.4     "IMMEDIATE FAMILY" means a director's, officer's and
                           employee's parents, step-parents, in-laws, spouse,
                           children, step-children, grandparents and anyone else
                           living in the director's, officer's or employee's
                           household.

                                        3
<PAGE>

                  3.4.5    The director, officer and employee shall furnish in
                           the annual Sign-Off Document all pertinent facts,
                           including the name of the supplier or customer, the
                           nature of the interest or relationship and the size
                           of any financial interest.

                  3.4.6    Whenever facts or circumstances which might indicate
                           a potential conflict of interest are known to any
                           director, officer or employee, such facts or
                           circumstances shall be reported promptly to the
                           Company's General Counsel.

         3.5      INVESTIGATION OF POTENTIAL CONFLICTS OF INTEREST

                  In connection with every report received pursuant to Section
                  3.3 or Section 5.7, the Company's General Counsel shall have
                  the duty and responsibility, with the assistance and
                  cooperation of other Company officers, of making
                  investigations and seeking additional information where
                  necessary, and of making complete reports of his/her findings
                  and recommendations to the Board of Directors for its decision
                  as to appropriate remedial action. The alternatives which
                  shall be considered are divestiture of the interest or
                  termination of the relationship, realignment of job functions
                  or termination, if appropriate. If a director, officer or
                  employee is given the option to make a divestiture of his/her
                  inappropriate interests, a reasonable period of time shall be
                  determined with the employee in which the divestiture is to be
                  completed. Normally, a period not exceeding six (6) months
                  will be allowable. For the duration of the time required to
                  make the divestiture, assignments shall be adjusted to avoid
                  contact with the problem area. The director, officer or
                  employee may be required to produce evidence, such as a bill
                  of sales, receipt, etc. If a director, officer or employee is
                  given the option to terminate an improper relationship, it is
                  expected that this will be done promptly.

         3.6      DEFINITION OF "GIFT"

                  For the purposes of this Code, a "gift" is defined as any
                  tangible item of value, any service of value, any purchase at
                  a price lower than that which is usually charged, any favor
                  that enhances the employee materially and any benefit or other
                  thing of value (including cash, securities or certificates).

                                        4


<PAGE>

4.       GUIDELINES

         4.1      LEGAL AND ETHICAL PRACTICES - GENERAL

                  ETHICAL PRACTICES

                  Each director, officer and employee of the Company shall, in
                  discharge of his/her assigned duties, observe the highest
                  standards of business and personal ethics. Primarily, this
                  involves the practice of honesty and sincerity in dealings
                  with government officials, the public, other officers and
                  shareholders of the Company, the Company's auditors,
                  customers, fellow employees and those with whom the Company
                  competes or transacts business. It also involves the avoidance
                  of any relationship with persons, firms or corporations with
                  whom the Company transacts or is likely to transact business
                  and which may involve the employee in a conflict of interest.
                  It also includes any transaction, actual or otherwise, that
                  does not follow generally accepted accounting practices. This
                  Code is general in nature and does not specifically cover all
                  the wide number of laws, regulations and rules pertaining to
                  business relationships. However, the absence of a Company
                  instruction covering a particular situation does not relieve
                  you from the responsibility of exercising the highest ethical
                  standards in those situations.

         4.2      ILLEGAL PRACTICES

                  No director, officer or employee shall, in discharging his/her
                  assigned responsibilities and duties, engage in any activity
                  which might involve him/her or this Company in a violation of
                  any federal, national, state or local law, rules of
                  regulation. It is the direct responsibility of each director,
                  officer and employee of the Company to acquaint
                  himself/herself with the legal standards and restrictions
                  applicable to his/her assigned duties and to guide
                  himself/herself accordingly. The services of the General
                  Counsel to the Company are available through normal Company
                  channels for advice and consultation in this respect. In any
                  case of doubt, the legal opinion of the General Counsel must
                  be obtained prior to action. In addition, specific procedures
                  and instructions are set forth in this document.

         4.3      ILLEGAL FOREIGN PAYMENTS

                  4.3.1    No director, officer, or employee of the Company
                           shall, directly or through an intermediary, give or
                           offer to give anything of value to a

                                        5


<PAGE>

                           foreign government official, employee or
                           representative for purposes of inducing such person
                           to use his/her influence to assist the Company in
                           obtaining or retaining business or to benefit the
                           Company or another person in any way. This same
                           prohibition also applies to any foreign political
                           party, party official or candidate for office.

                  4.3.2    Payments to governmental officials whose duties are
                           ministerial or clerical to expedite receipt of
                           services to which the Company is otherwise entitled
                           are not prohibited provided they conform to local
                           practice. Any such payment in excess of $50.00 shall
                           be reported to the Company's General Counsel.

                  4.3.3    All payments made or received by employees on behalf
                           of the Company and all transactions and dispositions
                           of assets of the Company must be properly authorized
                           and accurately and fairly reflected in the Company's
                           books and records.

                  4.3.4    No undisclosed or unrecorded fund or asset of the
                           Company shall be maintained for any purpose.

                  4.3.5    The Company may be fined up to $1.0 million if it
                           does not comply with the Government regulations
                           described above. There is no legal requirement that
                           such a violation by the Company be "willful". Thus,
                           the Company may be liable for illegal foreign
                           payments made by its employees or representatives.
                           Also, any director, officer or employee who willingly
                           violates these regulations may be personally fined
                           for up to $10,000 and imprisonment for up to 5 years.

         4.4      DOMESTIC POLITICAL CONTRIBUTIONS

                  4.4.1    No director, officer or employee of the Company
                           shall, directly or through an intermediary, give or
                           offer to give anything of value to any political
                           party, party official for political office with
                           Company funds or resources or on behalf of the
                           Company unless such action fully complies with all
                           governmental regulations. No such gift or offer shall
                           be made without the Board of Directors express prior
                           written approval. The Board of Directors shall assure
                           full compliance with this rule.

                  4.4.2    A director, officer or employee is free to make
                           personal political contributions or engage in
                           personal political activities that do not

                                        6


<PAGE>

                           infringe upon his/her duties to the Company. However,
                           such activities must be carried out on such person's
                           personal time.

         4.5      WAIVERS

                  4.5.1    This Code cannot be expected to specifically cover
                           every possible set of facts or circumstances that may
                           confront a Company director, officer or employee.
                           Indeed, there may be matters based upon cultural
                           differences and customary expectations that could
                           cause uncertainty to a Company director, officer or
                           employee.

                  4.5.2    Any waiver of any provision of this Code must be
                           approved:

                           -        With regard to any director or executive
                                    officer, by the Board of Directors, or a
                                    committee of the Board of Directors.

                           -        With regard to any employee who is not an
                                    executive officer or director of the
                                    Company, by the employee's supervisor or
                                    such other person as is designated by the
                                    Company's Chief Executive Officer.

                  4.5.3    Any waiver of provisions of this Code will be
                           reported in filings with the SEC and otherwise
                           reported to our stockholders to the full extent
                           required by the rules of the SEC and by any
                           applicable rules of any securities exchange or
                           securities quotation system on which our securities
                           are listed or quoted.

5.       PROCEDURE

         5.1      CONFLICT OF INTERESTS

                  It is Company policy to award business without favoritism and
                  on the basis of the best price for material and services of
                  the required quality and quantity for delivery at the right
                  time, and to determine the terms of doing business with
                  customers on the basis of competition, market conditions and
                  other economic factors. Wherever practicable, purchases of
                  material or services are to be based upon competitive bidding.
                  This Code requires that directors, officers and employees
                  refrain from activities or interests that might impair their
                  independence of judgment. No transaction with an outside
                  business organization that furnishes, purchases or leases
                  property (real or personal), rights to services to or from the
                  Company shall be influenced, or reasonably appear to be
                  influenced, by a director's, officer's or employee's personal
                  interests or relationships. A director, officer or employee,
                  accordingly, shall have no direct or indirect interests in or

                                        7


<PAGE>

                  relationships with any such organization that might affect the
                  objectivity and independence of his/her judgment or conduct in
                  carrying out his/her duties and responsibilities to the
                  Company, or embarrass the Company because its effect may
                  reasonably be misunderstood by others.

         5.2      GIFTS

                  5.2.1    PROHIBITION OF SUBSTANTIAL GIFTS

                           Directors, officers and employees shall not solicit,
                           accept or agree to accept, at any time of the year,
                           for themselves or on behalf of the Company, any
                           payment or gift which directly or indirectly benefits
                           them, from any person or firm having or seeking a
                           business relationship with the Company, or from any
                           employee or agent of such a person of firm; however,
                           this prohibition does not apply to the acceptance
                           over a 12 month period (from each person or firm) of
                           gifts of small value totaling not more than $250.00
                           except that in no event shall gifts of cash ever be
                           accepted.

                  5.2.2    REQUIRED RESPONSES TO GIFTS

                           A director, officer or employee who receives a gift,
                           the acceptance of which is prohibited, shall promptly
                           notify his/her immediate supervisor (in the case of
                           an officer or an employee) or the General Counsel (in
                           the case of a director) and take the following
                           further action:

                           5.2.2.1. If the gift does have a substantial value
                                    (i.e., an amount above the limit expressed
                                    in Section 5.2.1), return it with a letter
                                    to the donor explaining the Company's gift
                                    policy. Exhibits 1 and 2 are forms of
                                    suggested letters.

                           5.2.2.2. When it is necessary to write a letter as
                                    prescribed above, copies shall be forwarded
                                    to Human Resources for information purposes.
                                    Such copies shall be accompanied by a
                                    memorandum stating the name of the donor, a
                                    description of the gift and its estimated
                                    value, the manner in which the gift was
                                    disposed of and whether the suppliers was
                                    notified of the Company gift policy before
                                    or after receipt of the gift.

                                        8


<PAGE>

         5.3      DISCLOSURE OF PRIVATE INFORMATION

                  5.3.1    CONFIDENTIALITY OF INFORMATION

                           Any private information about the Company, whether
                           technical, business, financial, relating to the
                           Company's activities or otherwise, and whether or not
                           specifically identified as such, shall not be
                           divulged except in strict accordance with established
                           Company policies and practices. It is a violation of
                           this Code to disclose company information verbally,
                           in writing or over the Internet.

                  5.3.2    OBLIGATION OF EMPLOYEE

                           Obligations to preserve the integrity of the
                           Company's private information are imposed by law and
                           Company policy. These obligations exist both during
                           and after employment with the Company.

                  5.3.3    Directors, officers and employees shall not make
                           disparaging remarks about the Company, its directors,
                           officers, employees, products or services, or use the
                           name of the Company in a manner which may diminish or
                           otherwise damage the Company's reputation or
                           goodwill.

         5.4      USING PRIVATE INFORMATION OR COMPANY POSITION FOR PERSONAL
                  GAIN

                  5.4.1    PROHIBITED PRACTICES

                           Directors, officers and employees shall not use
                           private Company information for personal or family
                           gain. This prohibition applies regardless of the
                           nature of the information, whether technical,
                           business, financial or otherwise, and regardless of
                           the means by which the information is acquired. By
                           way of example only, the following conduct is
                           prohibited by this section:

                           5.4.1.1. Knowingly converting for personal use a
                                    Company business opportunity.

                           5.4.1.2. Using such private information in the course
                                    of employment outside the Company.

                                        9


<PAGE>

                           5.4.1.3. Using such private information in connection
                                    with trading or dealing in commodities,
                                    stock or other securities.

         5.5      FILING OF SEC REPORTS

                  5.5.1    Company directors and officers shall provide the
                           Board of Directors with copies of all Form 3, 4 and 5
                           Reports to the SEC. (A Form 3 Report is an SEC form
                           which directors and executive officers provide to the
                           SEC at the time of their election, setting forth
                           their holdings in the Company's equity securities; a
                           Form 4 Report is a similar form by which such
                           directors and officers can report all subsequent
                           transactions involving such securities; and a Form 5
                           Report is an annual report to the SEC reporting
                           transactions not required to be reported on Form 4.)

                  5.5.2    Company directors, officers and employees shall
                           ensure that the Company makes full, fair, accurate,
                           timely and understandable disclosures in reports and
                           documents that the Company files with, or submits to,
                           the SEC and in all other public communications made
                           by the Company.

         5.6      ANNUAL CODE OF CONDUCT SIGN OFF

                  5.6.1    At least once per year, and at other times upon
                           request, all directors and officers of the Company,
                           and all other employees as designated by the Company,
                           shall complete and return the Sign-Off Document
                           (Exhibit 3) concerning matters covered by this Code.

                  5.6.2    Directors and officers shall immediately complete and
                           submit the Sign-Off Document at the time of their
                           election or designation.

                  5.6.3    Refusal of any individual to submit a Sign-Off
                           Document shall be a violation of this Code and shall
                           result in disciplinary action up to and including
                           termination.

         5.7      REMEDIAL ACTION

                  When any Sign-Off Document indicates a potential conflict of
                  interest or any potential violation of the rules set forth
                  herein, the General Counsel of the Company shall follow the
                  steps described in Section 3.5.

                                       10


<PAGE>

         5.8      FAILURE TO REPORT

                  Employees who willfully fail to report reportable interests,
                  relationships or transactions or make a false report are
                  subject to disciplinary action, including possible
                  termination.

6.       REPORTING QUESTIONABLE ACTIVITIES

         6.1      Any director, officer or employee who believes that the acts
                  of anyone within the Company are in violation of this Code or
                  any law, statute, or regulation, should report their concerns
                  to the Company's General Counsel, without fear of reprisal.

7.       DISSEMINATION OF THE POLICY

         7.1      INFORMING EMPLOYEE

                  Each manager is responsible to initially inform all his/her
                  employees of this Code and to review this Code at least
                  annually. Acknowledgment forms must be submitted to Human
                  Resources after each review.

                                       11