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Exhibit 14.1
 RailAmerica, Inc.
Code of Business Conduct and Ethics
For Directors, Officers and Employees
 Overview
    Application of the Policies
   
    
    Would my action inspire trust?
    
    Is my action legal? If legal, is it also ethical? Are my actions honest in every
respect?
    
    Is anyones life, health or safety endangered by this action?




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
    
    Can I defend this action with a clear conscience before my supervisor, fellow
employees, and the general public?
    
    Would my supervisor act this way? Would it be helpful to ask my supervisor about this
matter before I act?
    
    Would I be proud to read about my action in the newspaper?
 Code of Conduct
  Honesty
 Accountability
 Quality
 Responsibility
 Compassion
 Fairness
 Respect
 1. Principles of Conduct
 a. Confidential Information
   
    
    Confidential information of the Company should be disclosed within the Company only on
a need-to-know basis
    
    Confidential information of the Company (paper or electronic) must be marked with
additional handling instructions so as to keep this information confidential
    
    Confidential information of the Company should be disclosed outside the Company only
when required by law or when necessary to further the Companys business activities and in
accordance with the Companys disclosure guidelines
 2




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b. Conflicts of Interest
   
    
    Perform services for, have a financial interest in, or receive any financial benefit
from a private company or other entity that is, or may become, a supplier, customer, or
competitor of the Company, or from which the Company receives any form of financial
services
    
    Perform services for or have a material interest (more than 5% of the outstanding stock
or net worth) in a publicly traded, or privately owned, company that is, or may become, a
supplier, customer, or competitor of the Company
    
    Perform outside work or otherwise engage in any outside activity or enterprise that may
interfere in any way with job performance or create a conflict with the Companys best
interests
    
    Employees are under a continuing obligation to disclose to their supervisors any
situation that presents the possibility of a conflict or disparity of interest between the
employee and the Company. Disclosure of any potential conflict is the key to remaining in
full compliance with this policy
  
    
    Could my outside business or financial interests adversely affect my job performance or
my judgment on behalf of the Company?
    
    Can I reasonably conduct my business outside of normal Company work hours and prevent
my customers from contacting me at work?
    
    Will I be using Company equipment, materials, or proprietary information in my outside
business?
 c. Corporate Opportunities
  3




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d. Customer, Supplier & Competitor Relationships
 Fair dealing
  Bribes
  Gifts
  Entertainment
   
    
    Am I offering something in order to obtain special treatment for the Company?
    
    Will I favor this customer/supplier because he gives me a gift?
    
    If my supervisor knew about the gift a customer/supplier gave to me, would he/she
approve?
    
    How often this year have I provided gifts to this customer?
    
    How often this year have I taken gifts from this supplier?
 e. Reporting of Any Illegal or Unethical Behavior
  4




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VIOLATION OF ANY OF THE ABOVE STANDARDS AND PROCEDURES WILL SUBJECT THE EMPLOYEE TO DISCIPLINARY
ACTION, UP TO AND INCUDING IMMEDIATE TERMINATION OF EMPLOYMENT. THE EMPLOYEE MAY ALSO BE SUBJECT
TO LEGAL PROCESS.
 2. Document Shredding Policy
    3. Document Retention Policy
   4. Employee Relations
  
    
    Respect each employee, worker and representative of customers, suppliers and
contractors as an individual, showing courtesy and consideration and fostering personal
dignity. Members of the management team shall use good judgment and exercise appropriate
use of their influence and authority in their interactions with employees, customers,
suppliers, contractors and partners
    
    Make a commitment to and demonstrate equal treatment of all employees, workers,
customers, suppliers and contractors without regard to race, color, creed,
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gender, religion, age, national origin, citizenship status, veteran status, marital status,
sexual orientation, or disability
    
    Provide employment opportunities to qualified individuals with disabilities and, in the
United States, to Vietnam-era and other veterans
    
    Encourage employees to voice their opinions freely about the policies and practices of
the Company by communicating and practicing RailAmericas open door policy
    
    Provide a workplace free of harassment on the basis of race, color, gender, religion,
age, national origin, citizenship status, veteran status, sexual orientation or disability
    
    Keep employees generally informed of the policies, plans and progress of the Company
through regular communications
    
    Afford employees a reasonable opportunity, consistent with the needs of the Company,
for training to become better skilled in their jobs
    
    Encourage promotion from within, consistent with the needs of the Company, whenever
qualified employees are available
    
    Provide and maintain a safe, healthy and orderly workplace
    
    Assure uniformly fair compensation and benefit practices that will attract, reward and
retain quality employees
 5. Equal Employment Opportunity
   
    
    Will my decision be consistent with Company policy?
    
    Am I considering only objective job related factors?
    
    Do I expect all employees to meet the same standards?
 6. Sexual and Other Harassment
   6




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
    
    Repeated offensive or unwelcome sexual flirtation
    
    Sexual advances or physical assault
    
    Propositions
    
    Continual or repeated verbal abuse of a sexual nature
    
    Requests for sexual favors
    
    The exchange of sexual favors for actual or promised job benefit or salary enhancement
    
    Use of sexual epithets
    
    Graphic verbal commentaries or inappropriate references to male or female anatomy
    
    Sexually degrading words used to describe an individual
    
    Written or verbal references to sexual conduct
    
    Gossip regarding ones sexual activities or prowess
    
    Repeated requests for dates
    
    Leering, whistling or touching
    
    Inquiries or comments about anothers sex life
    
    Assault or coerced sexual activity
    
    Displaying sexually suggestive objects, pictures, cartoons
    
    Telling sexual jokes
   7




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VIOLATION OF ANY OF THE ABOVE STANDARDS AND PROCEDURES WILL SUBJECT THE EMPLOYEE TO DISCIPLINARY
ACTION, UP TO AND INCUDING IMMEDIATE TERMINATION OF EMPLOYMENT. THE EMPLOYEE MAY ALSO BE SUBJECT
TO LEGAL PROCESS.
  
    
    How would I feel if I was subjected to the same treatment?
    
    Am I giving his/her point of view as much consideration as my own?
 7. Environmental Policy
  8. Insider Trading
  Trading Stock & Securities
   8




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Tipping
    
    
    Does information I have learned about the Company make me want to buy stock?
    
    If the newspaper published what I know, would it make the Companys stock rise or fall?
    
    How would the trade I am considering look to government prosecutors if it became the
subject of an investigation?
 9. Political Activity & Contributions
  10. Protection and Proper Use of Company Assets
   
    
    Office equipment such as phones, copiers, computers, furniture, supplies and production
equipment
 Highly confidential information should be handled appropriately.
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11. Reporting Violations of Company Policies
  will not permit
 10