Exhibit 14.1PETROQUEST ENERGY, INC.CODE OF BUSINESS CONDUCT AND ETHICS(Adopted as of November 14, 2005)**Introduction**     PetroQuest Energy, Inc. and its subsidiaries (collectively, the “Company”) are committed tohigh standards of ethical conduct. Directors, officers and employees of the Company are expected tocomply with all applicable laws and to act with honesty and integrity when conducting the Company’sbusiness. This Code of Business Conduct and Ethics (the “Code”) is intended to be a guide forapplying legal and ethical practices to your everyday work and to explain the types of behaviorthat will help our Company meets its commitment to operate on the highest standards of ethicalconduct.     This Code cannot and is not intended to cover every applicable law or provide answers to allquestions that might arise in the performance of your duties. We must rely on your good sense ofwhat is right, including a recognition of when it is appropriate to seek guidance from others as tothe proper conduct for a given situation. Because our business depends upon the reputation of theCompany and its directors, officers and employees for integrity and honest business conduct, inmany instances this Code goes beyond the requirements of the law.     This Code is not intended to and does not in any way constitute an employment contract orassurance of continued employment, and does not create any rights for any director, officer,employee, consultant, vendor, business partner, stockholder or any other person or entity.     The Company expects you to acquire and maintain a working knowledge of the laws and theCompany’s ethical standards that are applicable to your responsibilities with the Company. Inaddition, every supervisor and manager is responsible for helping employees understand and complywith this Code with a view towards promoting transparency in our business practices. If you haveany questions about the application of this Code or about what is required by the law in aparticular situation, you should consult with the Senior Vice President and General Counsel.**Policy Statement**     *Every director, officer and employee of the Company is required to comply with all applicablelaws, regulations and rules of the New York Stock Exchange and to adhere to high ethical standardsin the conduct of the Company’s business.*     *The standards set forth in this Code are designed to deter wrongdoing by the Company’sdirectors, officers and employees and to promote the following:* **•** *Honest and ethical conduct;*  **•** *Avoidance of conflicts of interest;*
 

 
 **•** *Full, fair, accurate, timely and understandable disclosure in reports anddocuments that the Company files with, or submits to, the Securities ExchangeCommission and in other public communications made by the Company;*  **•** *Compliance with applicable governmental laws, rules and regulations;*  **•** *Prompt reporting to a person identified in this Code of possible violations ofthe Code; and*  **•** *Accountability for adherence to the Code.***Relationships with Business Partners and Competitors**Conflicts of Interest     All directors, officers and employees of the Company must avoid situations that create aconflict of interest or the appearance or potential for a conflict of interest. A conflict ofinterest exists when your personal interests are either in conflict with the Company’s interests orinterfere with your ability to perform your duties to the Company or responsibilities at work.While conducting the Company’s business, you should always act in the Company’s best interest.     Specific situations that could be considered conflicts of interest include: **•** Accepting valuable gifts and services from vendors (see “Transactions withVendors” below);  **•** Employment by a vendor or competitor;  **•** Holding a financial interest in a competitor or a company that does businesswith the Company and you could personally affect that business;  **•** Serving as an officer or director of an outside business;  **•** Conducting Company business with a relative (for example, hiring a relative orusing a vendor owned by a relative or a vendor that employs a relative);  **•** Receiving personal discounts or other benefits from vendors not available tothe general public or other Company employees;  **•** Borrowing money from the Company or a vendor;  **•** Other employment, in addition to your employment with the Company, that mightinterfere with your ability to properly perform your job duties with the Company;  **•** Family or intimate relationships between employees in the same department ordivision.     It is the Company’s policy to identify and acknowledge in writing certain relationships orownership interests, and the terms thereof, that are acceptable to the Company but that mightotherwise appear to represent a conflict of interest. Such relationships or ownership interests soacknowledged, will not be prohibited by this Code. Any changes to such terms must be promptlyreported to and approved by the Senior Vice President and General Counsel.     You are expected to recognize situations where a conflict of interest has occurred, or has thepotential to occur, and take the necessary actions to eliminate or mitigate such conflict,including, if necessary, enlisting the assistance of management. If you believe a conflict ofinterest has occurred or cannot be avoided, you are required to disclose such conflict in writingto the Senior Vice President and General Counsel.
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Corporate Opportunities     You may not (a) take for yourself personally opportunities that are developed through the useof Company resources, information or position; (b) use Company property, information or positionfor personal gain, or (c) compete with the Company. You owe a duty to the Company to advance itslegitimate interests when the opportunity to do so arises.Transactions with Vendors     Strong relationships with our vendors are key to the success of our business operations. Weexpect you to conduct the Company’s business with vendors in a respectful, hospitable, fair andhonest manner. You are prohibited from engaging in activities with vendors that promote yourpersonal interests ahead of the interests of the Company or otherwise create a conflict ofinterest.     You are prohibited from engaging in the following activities with our vendors: **•** Accepting gifts or services that obligate you (or appear to obligate you) tothe vendor. The Company prohibits employees from accepting a gift, including meals andother entertainment, valued at more than $250.00 from a vendor without the expressconsent of the employee’s department head (or the superintendent in the case of fieldoffice employees). Gifts valued at less than $250.00, but more than $100.00, must bedisclosed to your department head within five business days of receipt, however, anemployee is never permitted to accept cash in any amount. Department heads andsuperintendents are required to keep written records of gifts or services received inaccordance with this policy for up to one year from the date of such gift or service;  **•** Soliciting or accepting kickbacks, bribes, payments or loans from a vendor;  **•** Holding or acquiring a financial interest in a vendor (other than a financialinterest in a publicly traded corporation whose securities are quoted and traded in thepublic securities market);  **•** Divulging the Company’s confidential or proprietary information that is notintegral to the product or services provided by the vendor;  **•** Accepting discounts (other than those available to the general public) onpersonal purchases from a vendor;  **•** Any activity that takes unfair advantage of a vendor through concealment, abuseof privileged or confidential information, misrepresentation or fraudulent behavior orcooperation with a vendor to take unfair advantage of another party.     Violations of this policy will subject the vendor to removal from the Company’s approvedvendor list, and you could be subject to termination and/or possible legal sanctions. If you haveany questions about your dealings with the Company’s vendors, you should consult with the SeniorVice President and General Counsel.Fair Dealing     You shall deal fairly and in good faith with the Company’s customers, stockholders, employees,suppliers, regulators, business partners, competitors and others. You shall not take unfairadvantage of any of them through manipulation, concealment, abuse of privileged or
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confidential information, misrepresentation, fraudulent behavior or any other unfair dealingpractice. Fraudulent behavior includes, but is not limited to: **•** dishonest conduct;  **•** forgery or alteration of negotiable instruments or Company documents;  **•** misappropriation of any Company, employee, customer, partner or supplier assets;  **•** conversion to personal use of cash, securities, supplies or any other Companyassets;  **•** unauthorized handling or reporting of Company transactions; and  **•** falsification of Company records or financial statements.     If you suspect that any fraudulent activity may have occurred, you should report your concernto the Senior Vice President and General Counsel.**Protecting Corporate Assets**Insider Trading     You are prohibited from using or profiting from material nonpublic information about theCompany. Material information is any information that a reasonable investor would considerimportant in a decision to buy, hold or sell securities. Examples of material inside informationinclude information about drilling results, potential acquisitions or other business opportunities,financial and operating results and major litigation developments. In short, material informationincludes any nonpublic information that could reasonably affect the price of a security. Forpurposes of our policy, securities include common stock, options, bonds and any derivativesecurities.     To provide guidance to individuals who want to purchase or sell our securities and minimizethe risk of using inside information, we establish window periods each year during which directors,officers and employees can purchase, sell or enter into transactions with respect to oursecurities. The established windows are the only time periods during which you may purchase, sellor enter into transactions with respect to our securities. Although we will announce when thewindow opens and closes, you must first obtain approval from the Senior Vice President and GeneralCounsel if you wish to purchase, sell or enter into a transaction with respect to our securitieswithin a window period. However, if you possess or know material inside information about theCompany, you cannot purchase, sell or enter into transactions with respect to our securitieswhether or not the window is open.     Short term and frequent trading in our securities increases the risk of insider trading andmay indicate to stockholders that insider trading is occurring. Accordingly, you are prohibitedfrom selling our securities short, purchasing (or carrying) our securities on margin or purchasingor selling options (including exchange traded options) or derivatives covering our securities. Theforegoing restrictions apply to your spouse, dependents and other family members living in yourhousehold and you are responsible for their compliance. Any questions should be directed to theSenior Vice President and General Counsel who can provide you detailed guidelines governingtransactions in our securities as well as the complete policy on insider trading. The violation ofthese policies could result in immediate termination, monetary liability and, in some cases,criminal liability.
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     Please refer to the Company’s Policy on Insider Trading for more information about trading inour securities.Company Property     You are responsible for safeguarding against theft, loss and misuse of Company property thatyou use to do your job. Company property includes: **•** Physical assets such as our buildings, vehicles, field equipment, pipeinventory, office equipment, telephones, computers and similar assets;  **•** Intangible assets such as computer programs and data, proprietary informationsuch as log data, seismic data, and leasehold information, and intellectual property,such as patents, copyrights and trademarks; and  **•** The property of others for which the Company is responsible, such as equipment,proprietary information and reports, or computer programs that are leased or loaned tothe Company.     While Company property is to be used for business purposes only, your supervisor can authorizeoccasional personal use, such as the temporary use of a company computer for emergency personalpurposes. The use of Company property for personal gain is strictly prohibited.Company Records and Records Management     In the course of your job duties you will record or report important Company information suchas reports to regulatory agencies, drilling reports, accounting reports, and so forth. Further, inaccordance with the Company’s internal control procedures, you are required to properly documentand report all business and financial transactions honestly, completely and accurately. Under nocircumstances should you create false or misleading records or documents, nor should you alter oruntimely destroy any business documents or transactions held in physical or electronic form.     Company records or documents should only be destroyed in accordance with your department’sestablished records retention policies. If you are unsure of your department’s policies in regardto a particular document, you should contact your supervisor or department head. You shouldimmediately cease the destruction of documents under the Company’s records retention policies ifyou learn of a subpoena or a pending, imminent or contemplated litigation or governmentalinvestigation. If you are instructed by your supervisor or department head to destroy or shreddocuments outside of your department’s established records retention policies, you are required toreport such request to the Senior Vice President and General Counsel immediately.Confidential Information     Our investors, partners and vendors entrust our Company with important information relating totheir businesses. The nature of this relationship requires maintenance of confidentiality. Anyviolation of confidentiality seriously injures our reputation and effectiveness and could subjectthe Company to liability. Therefore, you are requested not to discuss our business with anyone whodoes not work for us or discuss specific business transactions with
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anyone else who does not have direct involvement with the transaction. Please recognize that evencasual remarks can be misinterpreted and repeated.     You have an ethical and legal duty not to disclose confidential, non-public, proprietaryinformation about the Company, or its customers, business partners, vendors and others with whomthe Company does business (“Confidential Information”). Confidential information may include, butis not limited to, trade secrets, proprietary information, leases, maps, geophysical data, businessplans, marketing plans, financial information, compensation and benefit information, cost andpricing information, information technology, customer contacts and information provided to theCompany by a third party under restrictions against disclosure. You should treat all ConfidentialInformation in your possession as confidential, unless you know that such information has beenpublicly disclosed. You are responsible for ensuring that Confidential Information in yourpossession is not made available to unauthorized persons. You should remember that unauthorizedpersons may include your co-workers. Accordingly, you should discuss Confidential Information onlywith those persons you know to be authorized to receive, and that have a need to know theinformation. Protection of our Company’s Confidential Information is vital to our success andgrowth in the competitive industry in which we work. Upon termination, you must return alloriginals and copies of documents or materials containing Confidential Information.     No one is permitted to remove or keep copies of any Company records, reports or documentswithout prior management approval. Confidential Information which could be of value to someoneoutside of the Company should be destroyed when no longer needed (if permitted by our documentretention policy).     If you are questioned by someone outside the Company or your department and you are concernedabout the appropriateness of giving them certain documents or information, please immediately referthe request to your supervisor.     You are expected to conduct your business and personal activities in a manner that does notadversely reflect upon the reputability of the Company or compromise the confidentiality of Companyinformation. You are prohibited from participating or expressing an opinion as a representative ofthe Company in any public forum unless you have been expressly appointed by the Company’s ChiefExecutive Officer to do so. Press releases, publications, speeches, participation in Internet chatrooms or any public communication which might be considered as representing the Company’s positionmust be approved in advance by the Company’s CEO.     If you release Confidential Information or communicate publicly on behalf of the Companywithout proper authorization, you will be subject to disciplinary action, up to and includingtermination.**Responsibilities to the Public**Financial Reporting     The integrity of the Company’s financial records and reports is essential; stockholders,potential investors, regulatory agencies, lending institutions and others depend on the accuracy ofsuch information. It is the Company’s policy to fully, accurately, timely and fairly report allfinancial transactions in the accounting records of the Company and in the Company’s published
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financial reports. Further, the financial statements must fairly present the financial position andresults of operations of the Company, in all material respects, in accordance with GenerallyAccepted Accounting Principles (GAAP).     The Company strictly prohibits you from engaging in any actions, omissions or practices,whether intentional or reckless, that would result in rendering the Company’s financial statementsmaterially inaccurate or misleading. In addition, the Company further prohibits you from engagingin any actions, omissions or practices, whether intentional or reckless, that circumvent theCompany’s established internal and/or disclosure controls. Every individual involved in creating,transmitting or entering information into the Company’s financial and operational records isresponsible for doing so fully, accurately, and with appropriate supporting documentation. You maynot make any entry that intentionally hides or disguises the true nature of any transaction. Forexample, you may not understate or overstate known liabilities and assets, defer or accelerate theproper period for recording items that should be expensed, or falsify quality or safety results.     Knowingly entering inaccurate or fraudulent information, or failing to enter materialinformation, into the Company’s accounting system is unacceptable and may be illegal. If you knowthat an entry or process is false, you are expected to inform your supervisor or, if necessary, theChief Financial Officer or a member of the Audit Committee. In addition, it is your responsibilityto give your full cooperation to the Company’s authorized auditors.Regulatory Agencies     The Company is subject to the requirements, restrictions and compliance standards of manydifferent regulatory agencies pertaining to securities, environmental protection, fair businesspractices, equal employment opportunities, and so forth. In its efforts to be a good corporatecitizen, the Company expects you to familiarize yourself and comply with all regulations that applyto your duties with the Company. Further, you are prohibited from discussing Company matters withregulatory agencies unless authorized to do so by the Company.     For more information on the regulatory requirements affecting our business and the way weperform our jobs, please contact your supervisor or department head.Political Process     The Company is an active participant in the processes of our government at the national, stateand local levels, within the parameters of the law. The Company also encourages you to participatein our political system by voting, speaking out on public issues and becoming active in civic andpolitical activities. It is important, however, that you clearly distinguish your personal viewsand actions from those of the Company, unless specifically authorized by the Company. In addition,you are prohibited from using Company funds, time, equipment, supplies or facilities when makingpersonal contributions in support of candidates or political organizations.
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**Reporting, Penalties, Waivers/Amendments and Compliance**Reporting Violations     You have a duty to adhere to this Code of Business Conduct and Ethics and all other Companypolicies and procedures and to report any suspected violations. If you observe or otherwise becomeaware of any violation or potential violation of this Code or other Company policy or procedure,you should first attempt to resolve the issue with your supervisor or department head. If you arenot satisfied with the response or you feel it is inappropriate to discuss the issue with yoursupervisor or department head, you should report the matter to the Senior Vice President andGeneral Counsel or, if you feel that is not possible or appropriate, to any member of the Board ofDirectors. In addition, if you would prefer to remain anonymous, you may report a matter by callingthe Signius Communications at 1-866-394-4112.     The Senior Vice President and General Counsel is responsible for investigating all reportedviolations and confirming whether or not a violation of the Code has actually occurred. If aviolation of the Code has occurred, the Senior Vice President and General Counsel, together withthe supervisor and department head of the violator shall determine what, if any, disciplinaryaction is appropriate. The Senior Vice President and General Counsel, together with any officers ofthe Company deemed appropriate by the Senior Vice President and General Counsel, shall alsodetermine what, if any, corrective actions are necessary to mitigate or prevent any harm done bythe violation and to prevent any future violations of a similar nature. The Senior Vice Presidentand General Counsel must immediately report any violation by a director or officer to the chairmanof the Audit Committee of the Board of Directors. The chairman of the Audit Committee, inconjunction with the members of the Audit Committee and management, will determine what, if any,disciplinary action and corrective measures are appropriate . The Senior Vice President and GeneralCounsel will provide an annual report to the Audit Committee listing the types and numbers ofviolations and any other detail requested by the Audit Committee. The Audit Committee may, at anytime, require that certain specified violations be reported immediately to the Audit Committee tobe dealt with by such Committee, rather than by the Senior Vice President and General Counsel.     The Company will not tolerate retaliation against anyone who, in good faith, reports an actualor suspected violation of law or this Code. Employees who do retaliate will be subject todisciplinary action, including the possibility of termination of employment.Penalties for Violations     Violations of this Code or other Company policies and procedures, even in the first instance,may result in disciplinary action up to and including termination of employment. In addition,violations of laws or regulations applicable to the Company could result in substantial fines tothe Company and/or individual violators and, in certain circumstances, imprisonment.Waivers/Amendments of Code     Waivers of provisions of this Code of Business Conduct and Ethics as to any director orexecutive officer and amendments to this Code of Business Conduct and Ethics must be approved by avote of a majority of the members of the Audit Committee of the Board of Directors.
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Review     This Code will be reviewed, assessed and updated, if necessary, annually.Compliance Certification     All directors and employees at the manager level and above will be asked to certify this Codeupon receipt. By certifying, the director or employee acknowledges that he/she has read andunderstands the conditions of the Code.
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CODE OF BUSINESS CONDUCT AND ETHICSCompliance Certificate     I understand that my signature below indicates that I have read and understand PetroQuest Energy,Inc.’s Code of Business Conduct and Ethics. I understand that the Senior Vice President and GeneralCounsel is available to answer any questions I have regarding the Code and I will comply with theCode for as long as I am a director or employee of PetroQuest Energy.            Signature Date