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EXHIBIT 14.1

                           ALLIS-CHALMERS CORPORATION

                                 CODE OF ETHICS

EXPLANATORY NOTE

Section 406 of the US Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and the
rules issued by the US Securities and Exchange Commission ("SEC") thereunder,
require an SEC reporting company to disclose whether or not it has adopted a
written CODE OF ETHICS applicable to the company's senior financial officers,
including the company's principal executive officer. This CODE OF ETHICS (the
"Code") has been adopted by Allis-Chalmers Corporation (the "Company") in
accordance with these provisions. Furthermore the Company is required to
disclose whether, during the financial year being reported, it has amended the
Code or granted a waiver from any provision of the Code. It is not the Company's
intention to grant or permit waivers from the requirements of this Code.

The SEC encourages companies to apply the CODE OF ETHICS to as broad a spectrum
of personnel and affiliates as practicable and accordingly the Code affects a
wider group of employees than specified by Sarbanes-Oxley.

This explanatory note is not part of the Code.

1.  INTRODUCTION

The Board of Directors of Allis-Chalmers Corporation has adopted this CODE OF
ETHICS (the "Code"), which is applicable to all its Relevant Officers (as
defined in paragraph 2 below), to promote honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of interest; promote the
full, fair, accurate, timely and understandable disclosure of the Company's
financial results in accordance with applicable disclosure standards, including,
where appropriate, standards of materiality; promote compliance with applicable
governmental laws, rules and regulations; deter wrongdoing; and require prompt
internal reporting of breaches of, and accountability for adherence to, the
Code.

The Code may be amended only by resolution of the Board of Directors of
Allis-Chalmers Corporation In the Code, "Company" means, in appropriate context,
either Allis-Chalmers Corporation or any direct or indirect subsidiary of
Allis-Chalmers Corporation.

2.  RELEVANT OFFICERS

The Code is applicable to the Company's:

         o    Chief Executive Officer;

         o    Chief Financial Officer, principal accounting officer, Controller
              and all person's performing similar functions;

         o    All Directors and executive officers not named above; and

         o    All such persons with respect to the subsidiaries of the Company.

For the purposes of the Code, employees from time to time holding any of the
above positions shall be a "Relevant Officer."

3.  HONEST AND ETHICAL CONDUCT

Each Relevant Officer owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest and candid. Deceit,
dishonesty and subordination of principle are inconsistent with integrity.
Service to the Company should never be subordinated to personal gain and
advantage.

Specifically, each Relevant Officer must:

         o    Act with integrity, including being honest and candid while still
              maintaining the confidentiality of Company information where
              required or in the Company's interests.



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         o    Observe, fully, applicable governmental laws, rules and
              regulations.

         o    Comply with the requirements of applicable accounting and auditing
              standards and Company policies in the maintenance of a high
              standard of accuracy and completeness in the Company's financial
              records.

         o    Adhere to a high standard of business ethics and not seek
              competitive advantage through unlawful or unethical business
              practices.

         o    Avoid conflicts of interest wherever possible. Anything that would
              be a conflict for a Relevant Officer will also be a conflict if it
              is related to a member of his or her family or a close relative.

Examples of conflict of interest situations, if material, include the following,
unless approved by the Board of Directors upon a finding that the transaction is
in the best interest of the Company and on terms as favorable as the Company
could obtain from an independent third party:

         o    any significant ownership interest in any supplier or advertiser;

         o    any consulting or employment relationship with any customer,
              supplier or competitor;

         o    any outside business activity that detracts from an individual's
              ability to devote appropriate time and attention to his or her
              responsibilities with the Company;

         o    the receipt of any money, non-nominal gifts or excessive
              entertainment from any company with which the Company has current
              or prospective business dealings;

         o    being in the position of supervising, reviewing or having any
              influence on the job evaluation, pay or benefit of any close
              relative; and

         o    selling anything to the Company or buying anything from the
              Company, except on the same terms and conditions as comparable
              officers or directors are permitted to so purchase or sell.

4.  DISCLOSURE

The Company strives to ensure that the contents of and the disclosures in the
reports and documents that the Company files with the Securities and Exchange
Commission (the "SEC") and other public communications shall be full, fair,
accurate, timely and understandable in accordance with applicable disclosure
standards, including standards of materiality, where appropriate.

                           EACH RELEVANT OFFICER MUST:

         o    not knowingly misrepresent, or cause others to misrepresent, facts
              about the Company to others, whether within or outside the
              Company, including to the Company's independent auditors,
              governmental regulators, self-regulating organizations and other
              governmental officials, as appropriate;

         o    in relation to his or her area of responsibility, properly review
              and critically analyze proposed disclosure for accuracy and
              completeness;

         o    in addition, the Chief Executive, the Chief Financial Officer, the
              Controller and all persons performing similar functions must
              familiarize himself or herself with the disclosure requirements
              applicable to the Company as well as the business and financial
              operations of the Company; and

         o    strive to provide full, fair, accurate, timely and understandable
              disclosure in reports, documents and communications that will
              become part of or help contribute to the preparation of
              disclosures the Company makes to the public including its filings
              with the SEC.

5.  COMPLIANCE

It is the Company's policy to comply with all applicable governmental laws,
rules and regulations. It is the personal responsibility of each Relevant
Officer to, and each Relevant Officer must, adhere to the standards and
restrictions imposed by those laws, rules and regulations, including those
relating to accounting and auditing matters.



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6.  REPORTING AND ACCOUNTABILITY

The Audit Committee of the Board of the Company is responsible for applying this
Code to specific situations in which questions are presented to it and has the
authority to interpret this Code in any particular situation. Any Relevant
Officer who becomes aware of any existing or potential breach of this Code is
required to notify the Chief Executive Officer promptly. Failure to do so is
itself a breach of this Code.

                    SPECIFICALLY, EACH RELEVANT OFFICER MUST:

         o    promptly notify the Chief Executive Officer of any existing or
              potential violation of this Code; and

         o    not retaliate against any employee or Relevant Officer for reports
              of potential violations that are made in good faith.

The Audit Committee shall take all action it considers appropriate to
investigate any breaches reported to it. If a breach has occurred, the Company
will take such disciplinary or preventive action as the Board of Directors deems
appropriate, after consultation with the Audit Committee.

Specifically, the Company will follow the following procedures in investigating
and enforcing this Code and in reporting on the Code:

Breaches and potential breaches will be reported by the Chief Executive Officer
to the Audit Committee.

         o    The Audit Committee will take all appropriate action to
              investigate any breaches reported to it.

         o    If the Audit Committee determines that a breach has occurred, it
              will inform the Board of Directors.

         o    Upon being notified that a breach has occurred, the Board will
              take or authorize such disciplinary or preventive action as it
              deems appropriate, after consultation with the Audit Committee, up
              to and including dismissal or, in the event of criminal or other
              serious violations of law, notification of the SEC or other
              appropriate law enforcement authorities.

7.  WAIVERS

Any waiver (defined below) or an implicit waiver (defined below) from a
provision of this Code is required to be disclosed in the Company's Annual
Report on Form 10-K or a Report on Form 8-K with the SEC. A waiver is defined by
SEC rules as a material departure from a provision of the Code and an implicit
waiver means failure to take action within a reasonable period of time regarding
a material departure from a provision of the Code that has been made known to an
executive officer of the Company. Relevant Officers should note that it is not
the Company's intention to grant or to permit waivers from the requirements of
this Code. Relevant Officers should note that the Company expects full
compliance with this Code.

8.  ENQUIRIES

All enquiries in relation to this Code or its applicability to particular people
or situations should be addressed to the Chief Executive Officer.

Any changes to or waivers of this Code will be disclosed in the Company's annual
report on Form 10-K .