EXHIBIT 14.0



CODE OF BUSINESS CONDUCT AND ETHICS

I. Purpose

This Code of  Business  Conduct  and  Ethics  (this  "Code")  provides a general
statement of Natural Gas Services  Group,  Inc.'s (the  "Company")  expectations
regarding the ethical standards that each director,  officer and employee should
adhere to while  acting on behalf of the  Company.  Each  director,  officer and
employee  is  expected to read and become  familiar  with the ethical  standards
described in this Code and may be required,  from time to time, to affirm his or
her agreement to adhere to such standards by signing the Compliance  Certificate
that appears at the end of this Code.

II. Administration

The  Company's  Board of Directors is  responsible  for setting the standards of
business conduct contained in this Code and updating these standards as it deems
appropriate to reflect changes in the legal and regulatory  framework applicable
to the Company,  the  business  practices  within the  Company's  industry,  the
Company's own business  practices,  and the prevailing  ethical standards of the
communities in which the Company  operates.  While the Company's Chief Executive
Officer will oversee the  procedures  designed to implement  this Code to ensure
that they are operating effectively, it is the individual responsibility of each
director, officer and employee of the Company to comply with this Code.

III. Compliance with Laws, Rules and Regulations

The  Company  will comply with all laws and  governmental  regulations  that are
applicable to the Company's activities, and expects that all directors, officers
and employees  acting on behalf of the Company will obey the law.  Specifically,
the Company is committed to:

o    maintaining a safe and healthy work environment;

o    promoting a workplace that is free from  discrimination or harassment based
     on race,  color,  religion,  sex or other factors that are unrelated to the
     Company's business interests;

o    supporting fair  competition and laws  prohibiting  restraints of trade and
     other unfair trade practices;

o    conducting   its  activities  in  full   compliance   with  all  applicable
     environmental laws;

o    keeping the political activities of the Company's  directors,  officers and
     employees separate from the Company's business;

o    prohibiting any illegal  payments to any government  officials or political
     party 2 representatives of any country; and

o    complying with all applicable state and federal securities laws. Directors,
     officers and employees are prohibited from illegally  trading the Company's
     securities   while  in   possession  of  material,   nonpublic   ("inside")
     information about the Company.  The Company's Insider Trading Policy, which
     describes the nature of inside information and the related  restrictions on
     trading, is attached to and shall be deemed a part of this Code.

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IV. Conflicts of Interest

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  can arise when an  employee,  officer or director
takes actions or has interests  that may make it difficult to perform his or her
Company work objectively and effectively. Conflicts also arise when an employee,
officer  or  director,  or a  member  of his or her  family,  receives  improper
personal benefits as a result of his or her position in the Company.

Directors,  officers and employees  should not be involved in any activity which
creates or gives the appearance of a conflict of interest between their personal
interests and the Company's interests.  In particular,  no director,  officer or
employee shall:

o    be a  consultant  to, or a director,  officer or employee  of, or otherwise
     operate an outside business:

-    that markets products or services in competition with the Company's current
     or potential products and services;

-    that supplies products or services to the Company; or

-    that purchases products or services from the Company;

o    have any financial interest, including stock ownership, in any such outside
     business  that  might  create  or give  the  appearance  of a  conflict  of
     interest;

o    seek or  accept  any  personal  loan or  services  from  any  such  outside
     business,  except from financial institutions or service providers offering
     similar  loans or  services to third  parties  under  similar  terms in the
     ordinary course of their respective businesses;

o    be a  consultant  to, or a director,  officer or employee  of, or otherwise
     operate an outside  business if the demands of the outside  business  would
     interfere  with the  director's,  officer's or employee's  responsibilities
     with the Company;

o    accept any  personal  loan or guarantee  of  obligations  from the Company,
     except to the extent such arrangements are legally permissible;

o    conduct  business on behalf of the Company with immediate  family  members,
     which include spouses, children,  parents, siblings and persons sharing the
     same home whether or not legal relatives; or

o    use the Company's property, information or position for personal gain.

The appearance of a conflict of interest may exist if an immediate family member
of a  director,  officer or employee  of the  Company is a  consultant  to, or a
director,  officer or employee of, or has a significant financial interest in, a
competitor, supplier or customer of the Company, or otherwise does business with
the Company.

Directors  and  officers  shall notify the Board of Directors of the Company and
employees  who are not  directors  or  officers  shall  notify  their  immediate
supervisor of the existence of any actual or potential conflict of interest.

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V. Confidentiality; Protection and Proper Use of the Company's Assets

Directors,  officers and employees  shall  maintain the  confidentiality  of all
information  entrusted  to them by the Company or its  suppliers,  customers  or
other business partners,  except when disclosure is authorized by the Company or
legally required.

Confidential information includes
(1)  information marked "Confidential,"  "Private ... .. For Internal Use Only,"
     or similar legends,
(2)  technical  or  scientific   information  relating  to  current  and  future
     products, services or research,
(3)  business or marketing plans or projections,
(4)  earnings and other internal financial data,
(5)  personnel information,
(6)  supply and customer lists and
(7)  other  non-public  information  that, if disclosed,  might be of use to the
     Company's  competitors,  or  harmful  to  the  Company  or  its  suppliers,
     customers or other business partners.

To avoid inadvertent disclosure of confidential information, directors, officers
and employees shall not discuss confidential information with or in the presence
of any unauthorized persons, including family members and friends.

Directors,  officers and employees are  personally  responsible  for  protecting
those  Company  assets that are entrusted to them and for helping to protect the
Company's assets in general.

Directors,  officers  and  employees  shall  use the  Company's  assets  for the
Company's legitimate business purposes only.

VI. Fair Dealing

The Company is  committed  to  promoting  the values of honesty,  integrity  and
fairness in the conduct of its business and sustaining a work  environment  that
fosters mutual respect, openness and individual integrity.  Directors,  officers
and  employees  are  expected to deal  honestly  and fairly  with the  Company's
customers,  suppliers,  competitors  and  other  third  parties.  To  this  end,
directors, officers and employees shall not:

o    make false or misleading statements to customers,  suppliers or other third
     parties;

o    make false or misleading statements about competitors;

o    solicit or accept from any person that does business  with the Company,  or
     offer or extend to any such person,

-    cash of any amount; or

-    gifts,   gratuities,   meals  or  entertainment  that  could  influence  or
     reasonably  give the  appearance  of  influencing  the  Company's  business
     relationship  with  that  person  or go beyond  common  courtesies  usually
     associated with accepted business practice;

o    solicit or accept any fee,  commission or other  compensation for referring
     customers to third-party vendors; or

o    otherwise take unfair advantage of the Company's customers or suppliers, or
     other third parties, through manipulation, concealment, abuse of privileged
     information or any other unfair-dealing practice.

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VII. Corporate Opportunities

Employees, officers and directors should be prohibited from:

o    taking for themselves personally  opportunities that are discovered through
     the use of corporate property, information or positions;

o    using corporate property, information, or position for personal gain; and

o competing with the Company.

Employees,  officers  and  directors  owe a duty to the  Company to advance  its
legitimate interests when the opportunity to do so arises.

VIII. Accurate and Timely Periodic Reports

The Company is committed  to  providing  investors  with full,  fair,  accurate,
timely and understandable disclosure in the periodic reports that it is required
to file. To this end, the Company shall:

o    comply with generally accepted accounting principles at all times;

o    maintain  a system  of  internal  accounting  controls  that  will  provide
     reasonable  assurances to  management  that all  transactions  are properly
     recorded;

o    maintain books and records that accurately and fairly reflect the Company's
     transactions;

o    prohibit  the  establishment  of any  undisclosed  or  unrecorded  funds or
     assets;

o    maintain  a system  of  internal  controls  that  will  provide  reasonable
     assurances to management  that  material  information  about the Company is
     made known to  management,  particularly  during  the  periods in which the
     Company's periodic reports are being prepared; and

o    present  information  in a clear and  orderly  manner  and avoid the use of
     legal and financial jargon in the Company's periodic reports.

IX. Reporting and Compliance Procedures

Every employee,  officer and director has the  responsibility  to ask questions,
seek  guidance,  report  suspected  violations  and express  concerns  regarding
compliance with this Code.

Any employee,  officer or director who knows or believes that any other employee
or representative  of the Company has engaged or is engaging in  Company-related
conduct that violates applicable law or this Code should report such information
to his or her  supervisor  or to the  Company's  Audit  Committee,  as described
below.  You may  report  such  conduct  openly or  anonymously  without  fear of
retaliation. The Company will not discipline,  discriminate against or retaliate
against any employee who reports such conduct,  unless it is determined that the
report was made with knowledge that it was false.  Any supervisor who receives a
report of a violation of this Code must immediately inform the Audit Committee.

You may report violations of this Code, on a confidential or anonymous basis, by
contacting  the  Company's  Audit  Committee  by  fax,  mail or  e-mail  at Gene
Strasheim 165 Huntington Place, Colorado Springs,CO 80906 or gstrasheim@aol.com.
While we prefer that you identify yourself when reporting  violations so that we
may follow up with you, as necessary, for additional information,  you may leave
messages anonymously if you wish.

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If the Audit Committee  receives  information  regarding an alleged violation of
this Code, the Committee shall, as appropriate,

(a)  evaluate such information,

(b)  if the  alleged  violation  involves  an  executive  officer or a director,
     inform the Chief  Executive  Officer and Board of  Directors of the alleged
     violation,

(c)  determine  whether it is  necessary  to conduct  an  informal  inquiry or a
     formal investigation and, if so, initiate such inquiry or investigation and

(d)  report the results of any such inquiry or  investigation,  together  with a
     recommendation  as to  disposition  of the matter,  to the Chief  Executive
     Officer  for  action,  or if the alleged  violation  involves an  executive
     officer  or  a  director,  report  the  results  of  any  such  inquiry  or
     investigation to the Board of Directors.

Employees,  officers and  directors  are  expected to  cooperate  fully with any
inquiry or investigation by the Company  regarding an alleged  violation of this
Code.  Failure to cooperate with any such inquiry or investigation may result in
disciplinary action, up to and including discharge.

The Company shall determine  whether  violations of this Code have occurred and,
if so,  shall  determine  the  disciplinary  measures  to be taken  against  any
employee who has  violated  this Code.  In the event that the alleged  violation
involves an executive officer or a director, the Chief Executive Officer and the
Board of Directors,  respectively,  shall determine  whether a violation of this
Code has occurred and, if so, shall  determine the  disciplinary  measures to be
taken against such executive officer or director.  If the violation involves the
Chief  Executive  Officer,  the Board of  Directors  shall  determine  whether a
violation of this Code has occurred and, if so, shall determine the disciplinary
measures to be taken against him or her. If the Chief Executive  Officer is also
a Director, then he or she shall not participate or be present in any meeting of
the Board of Directors concerning a violation of this Code by such person.

Failure  to comply  with the  standards  outlined  in this  Code will  result in
disciplinary  action  including,  but  not  limited  to,  reprimands,  warnings,
probation or suspension without pay, demotions,  reductions in salary, discharge
and  restitution.  Certain  violations  of this Code may  require the Company to
refer the matter to the appropriate  governmental or regulatory  authorities for
investigation or prosecution.  Moreover,  any supervisor who directs or approves
of any conduct in violation of this Code,  or who has  knowledge of such conduct
and does not promptly report it, also will be subject to disciplinary action, up
to and including discharge.

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X. Dissemination and Amendment

This Code shall be distributed to each new employee, officer and director of the
Company upon  commencement of his or her employment or other  relationship  with
the Company and shall also be distributed annually to each employee, officer and
director of the Company,  and each employee,  officer and director shall certify
that he or she has received,  read and understood the Code and has complied with
its terms.

The Company  reserves the right to amend,  alter or  terminate  this Code at any
time for any reason.

XI. Waivers

The  provisions of this Code may be waived for  directors or executive  officers
only by a resolution of the Company's Board of Directors. The provisions of this
Code may be waived for employees who are not directors or executive  officers by
the employee's immediate supervisor.  If the supervisor agrees that an exception
is appropriate,  the approval of the Company's  Chief Executive  Officer must be
obtained.  Any waiver of this Code  granted to a director or  executive  officer
will be publicly disclosed as required by the American Stock Exchange, including
the  filing of a Current  Report on Form 8-K with the  Securities  and  Exchange
Commission.