**EXHIBIT 14.1** **FRIEDMAN    INDUSTRIES, INCORPORATED** **CODE OF CONDUCT AND ETHICS**     It is the policy of Friedman Industries, Incorporated (the    “Company”) to endeavor to conduct business with the    highest standards of honesty and integrity and in compliance    with all applicable laws. In view thereof, the Company’s    Board of Directors has adopted this Code of Conduct and Ethics    (the “Code”).     In addition to other Company policies, all Company employees,    directors and officers are expected to:      •     Carry out their duties honestly and with the highest degree of    integrity.      •     Avoid actual or apparent conflicts of interest between personal    and professional relationships.      •     Report promptly any transaction or relationship that could    compromise one’s ability to (i) adhere fully to the    Code, other Company policies or applicable laws or    (ii) make business decisions without regard to personal    gain or benefit.      •     Seek, at all times, to provide information to Company officials    and its outside professionals (e.g. accountants, counsel,    insurance providers, etc.) that is accurate, relevant, complete,    objective, timely and understandable, and encourage others    within the Company to do the same.      •     Use reasonable efforts to assure full, fair, accurate, timely    and understandable disclosure of information related to the    Company’s business and financial operations in Company    reports and documents filed with the Securities and Exchange    Commission (“SEC”) or the American Stock Exchange    (“AMEX”) or in other public communications made by the    Company.      •     Use reasonable efforts to cause the Company to comply fully with    the letter and spirit of all laws, rules and regulations    applicable to the Company or its business.      •     Promptly report to the Audit Committee of the Board of Directors    (the “Audit Committee”) (i) any weakness or    deficiency in the design or operation of the Company’s    internal controls or (ii) any fraud involving Company    management or other employees having significant roles in the    Company’s operations, financial reporting, disclosures or    internal controls.     The Board of Directors is responsible for applying and    interpreting the Code. Any questions relating to how the Code    should be interpreted or applied should be addressed to a    supervisor, the Chief Executive Officer, the President or the    Senior Vice President-Finance. Any employee, officer or director    who becomes aware of any existing or potential violation of    laws, rules, regulations or the Code should promptly notify the    Chief Executive Officer, the President, the Senior Vice    President-Finance or the Chairman of the Audit Committee.    Reports may be made orally or in writing and may be made    anonymously and will be kept confidential to the extent    permitted. Written reports should be sent to the attention of    the Chief Executive Officer, the President or the Senior Vice    President-Finance, at P.O. Box 21147, Houston, Texas 77226.    In addition, reports may be made to the Chairman of the Audit    Committee by calling (713) 622-7000 or sent to Three Greenway    Plaza, Suite 1750, Houston, TX 77046.     Failure to notify the Chief Executive Officer, the President,    the Senior Vice President — Finance or the Chairman of    the Audit Committee of any violation or potential violation is    in itself a violation of the Code. To encourage employees to    report any violations, the Company will not allow retaliation    for reports made hereunder in good faith. In addition, the    Company may not retaliate against any employee for providing    information or assisting in the investigation of any law    enforcement agency, regulatory agency or other governmental body    relating to the Company.     Observance of the provisions of the code is of extreme    importance to the Company. A violation of the Code will be    regarded as a serious offense and may constitute grounds for    disciplinary action, including, but not limited to, demotion,    suspension (with or without pay), discharge, or, in the case of    directors, removal from the Board of Directors and legal    proceedings.

 
    From time to time, the Company may waive some provisions of the    Code. Any employee, officer or director who believes that a    waiver may be called for should contact the Senior Vice    President — Finance. Any waiver of the Code for    directors and executive officers of the Company must be approved    by the Company’s Board of Directors and will be promptly    reported in such manner as may be required by the SEC or AMEX.