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                                                                    EXHIBIT 3(d)

                         ADAMS RESOURCES & ENERGY, INC.
                             CODE OF BUSINESS ETHICS

         The following Code of Ethics is applicable to all Directors, Officers
and Employees (collectively referred to herein as the "individuals") of Adams
Resources & Energy, Inc. and all its subsidiary companies, (collectively
referred to herein as "the Company"). The purpose of this code is to describe
how individuals are expected to act in their dealings with and for the Company.
Each individual is expected to act in accordance with the spirit as well as the
letter of this Code of Ethics. Specific rules apply as follows:

Conflicts of interest

         CONFLICTS OF INTEREST BETWEEN THE INDIVIDUAL AND THE COMPANY ARE
PROHIBITED. It is difficult to expressly define a "conflict of interest". The
intent herein, is to follow the broad understanding of the term. A conflict of
interest occurs when an individual's private interest interferes in any way, or
even appears to interfere, with the interests of the Company as a whole. A
conflict situation may also arise when an individual takes actions or has
interests that may make it difficult to perform his or her company work
objectively and effectively. 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 in the company. Loans to, or guarantees of obligations
for, such persons are expressly prohibited.

         In the event an individual has a potential conflict of interest, such
concern must be relayed in writing to the individual's supervisor or other
appropriate authority for ultimate referral to the Board of Directors. Only the
Company's Board of Directors has the authority to waive or make allowances for a
conflict of interest situation.

Corporate opportunities

         INDIVIDUALS ARE PROHIBITED FROM (a) TAKING FOR THEMSELVES PERSONALLY
ANY OPPORTUNITIES THAT ARE DISCOVERED THROUGH THE USE OF CORPORATE PROPERTY,
INFORMATION OR POSITION; (b) USING CORPORATE PROPERTY, INFORMATION, OR POSITION
FOR PERSONAL GAIN; AND (c) COMPETING WITH THE COMPANY. Individuals owe a duty to
the company to advance its legitimate interests when the opportunity to do so
arises.

Confidentiality

         INDIVIDUALS MUST MAINTAIN THE CONFIDENTIALITY OF INFORMATION ENTRUSTED
TO THEM BY THE COMPANY OR ITS CUSTOMERS, EXCEPT WHEN DISCLOSURE IS AUTHORIZED OR
LEGALLY MANDATED. Confidential information includes all non-public information
that might be of use to competitors, or is harmful to the company or its
customers, if disclosed.

Fair dealing

         EACH INDIVIDUAL MUST ENDEAVOR TO DEAL FAIRLY WITH THE COMPANY'S
CUSTOMERS, SUPPLIERS, COMPETITORS AND EMPLOYEES. No individual should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practice.

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Protection and proper use of company assets

         ALL INDIVIDUALS MUST PROTECT THE COMPANY'S ASSETS AND ENSURE THEIR
EFFICIENT USE. ALL COMPANY ASSETS SHOULD BE USED FOR LEGITIMATE BUSINESS
PURPOSES.

Compliance with laws, rules and regulations

         IT IS THE INTENT OF THE COMPANY TO COMPLY WITH ALL LAWS, RULES AND
REGULATIONS INCLUDING INSIDER TRADING LAWS. IT IS THE DUTY OF ALL INDIVIDUALS TO
INSURE SUCH COMPANY COMPLIANCE IN EACH BUSINESS AREA IN WHICH THEY OPERATE OR
HAVE KNOWLEDGE.

Reporting

         ALL INDIVIDUALS ARE REQUIRED TO REPORT VIOLATIONS OF LAWS, RULES,
REGULATIONS OR THE CODE OF BUSINESS ETHICS TO APPROPRIATE PERSONNEL. Appropriate
personnel may include supervisors, the Human Resources department and any
officer or director. An employee who reports a violation of law must notify the
general counsel within three days of such report. Individuals are encouraged to
talk to supervisors, managers or the Human Resources department when in doubt
about the best course to action in a particular situation. Reporting individuals
shall not be subject to suspension, termination or other forms of retaliation
for reports made in good faith.

Violations

         Persons violating the Code of Ethics will be subject to the Company's
progressive discipline policies up to and including potential termination of
employment.

Waiver of the code

         ANY WAIVER OF THE CODE OF BUSINESS ETHICS FOR ANY INDIVIDUAL MAY BE
MADE ONLY BY THE BOARD OF DIRECTORS AND SHALL BE DISCLOSED TO SHAREHOLDERS IN
THE NEXT QUARTERLY FILING.

Using this code

         Any questions about a specific policy should be directed to the Human
Resources Department. The individual is expected to use this Code in conjunction
with the policies, procedures, and work rules adopted by the Company and
implemented at each business location. This Code is not an employment contract.
It will change over time. In addition, individuals must follow the provisions of
employment manuals and contracts where those documents are more stringent.

_______________________________                           ______________________
Individual's Acknowledgement                              Printed Name

Date: _________________________                           ______________________
                                                          Company

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