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                                                                   EXHIBIT 14.1

                                 CODE OF ETHICS
                  FOR THE CHAIRMAN & CHIEF EXECUTIVE OFFICER,
      CHIEF OPERATING OFFICER, SENIOR FINANCIAL OFFICERS, GENERAL COUNSEL
                     AND VICE-PRESIDENTS & GENERAL MANAGERS

The core purpose of SatCon Technology Company (the "Company") is to be an
industry leader in the development and production of power and energy management
products for digital power markets. Consistent with this mission, the Company is
committed to the highest standards of ethical business conduct. As such, the
Company has adopted this Code of Ethics (the "Code") as a set of guidelines
pursuant to which SatCon's executive staff should perform their duties. The Code
is intended to promote adherence to the standards set forth below. Executives
subject to the Code include the Chairman, the President and Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, General
Counsel, the Corporate Controller, Division Vice-Presidents and General Managers
and any person who performs a similar function (the "Covered Executives").

     o    In carrying out their duties and responsibilities, Covered Executives
          should endeavor to act with honesty and integrity, including the
          ethical handling of actual or apparent conflicts of interest between
          personal and professional relationships.

     o    The company seeks to insure full, fair, accurate, timely and
          understandable disclosure in the periodic reports that it files with,
          for submits to, the Securities and Exchange Commission and in other
          public communications made by the Company. In this regard, it is the
          responsibility of each Covered Executive to promptly bring to the
          attention of the Company any material information of which he may
          become aware that affects these disclosures, and to generally assist
          the Disclosures Committee in fulfilling its responsibilities.

          In addition, each Covered Executive shall promptly bring to the
          attention of the Chief Financial Officer (or, if appropriate, any
          member of the Disclosure Committee) any information he may have
          concerning (a) significant deficiencies in the design or operation of
          internal controls which could adversely affect the Company's ability
          to record, process, summarize and report financial data or (b) any
          fraud, whether or not material, that involves management of other
          employees who have a significant role in the Company's financial
          reporting, disclosures or internal controls.

     o    In carrying out their duties and responsibilities, Covered Executives
          should endeavor to comply, and to cause the Company to comply, with
          applicable governmental laws, rules and regulations. In addition, each
          Covered Executive shall promptly bring to the attention of the
          Compliance Officer (as defined below) any information he may have
          concerning evidence of a material violation of the securities or other
          laws, rules or regulations

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          applicable to the Company and the operation of its business, by the
          Company or any agent thereof.

     o    Each Covered Executive shall promptly report to the Compliance Officer
          any information he may have concerning evidence of a material
          violation of the Code.

     o    Covered Executives are expected to adhere to the Code and promote
          adherence by those who report to them. The Company shall determine
          appropriate actions to be taken in the event of violations of the Code
          by any Covered Executives. Such actions shall be reasonably designed
          to deter wrongdoing and to promote accountability for adherence to the
          Code.

     o    The Company will appropriately disclose to the covered Executives any
          substantive amendment to, and any waiver of, any provision of the Code
          that applies to them.

     o    The compliance officer (the "Compliance officer") for the
          implementation and administration of the Code shall be the General
          Counsel. The Company's Disclosure Committee shall consist of the
          following individuals: President & CEO, Chief Financial Officer, Chief
          Operating Officer, General Counsel, Corporate Controller and Director
          of Investor Relations.


     9/8/03