Exhibit
14.1


Logo






MOGUL
ENERGY INTERNATIONAL, INC.





CODE
OF ETHICS





The Board
of Directors of Mogul Energy International, Inc. (the “Company”) maintains
written policies and standards (the “Code of Ethics” or “Code”) designed to
promote the following principles:





1.
            Honest
      and ethical conduct, including the ethical handling of apparent conflicts
      of interest between personal and professional
    relationships;


2.
            Full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents that a registrant files with, or submits to, the United States
      Securities and Exchange Commission (the “Commission”) and in other public
      communications made by the Company;


3.
            Compliance
      with applicable governmental laws, rules and
  regulations;


4.
            The
      prompt internal reporting of violations of the code to an appropriate
      person or persons identified in the Code;
and


5.
            Accountability
      for adherence to the Code.





The Code
applies to all directors, officers, and employees, and is intended to assist
management and employees with the lawful and efficient conduct of the Company’s
business operations, and to promote a safe and enjoyable work
environment.





The Code
is posted on the Company’s website at www.mogulenergy.com
and is available free of charge by writing to:





Mogul
Energy International, Inc.


520 Pike
Street


Suite
2210


Seattle,
Washington 98101





or by
calling us at (206) 357-4220.  The Code is also filed as an exhibit to
our Annual Report on Form 10-K.  Any amendment of the Code will be
promptly posted on the Company’s website.





A.
            ETHICS
      POLICY





The
policy of the Company is to comply with all governmental laws, rules, and
regulations applicable to its business.  Directors, officers, and
employees should deal fairly with each other and with the Corporation’s
suppliers, customers, competitors, and other third parties.





It is the
Company’s policy that all transactions will be accurately reflected in its books
and records.  Employees are expected to record all transactions
accurately in the Company’s books and records, and to be honest and forthcoming
with the Company’s internal and independent auditors.








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      of Ethics
              1













It is the
Company’s policy to make full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Company files with the Commission,
and in other public communications.  All employees are responsible for
reporting material information known to them to higher management so that the
information will be available to senior executives responsible for making
disclosure decisions.





B.
            CONFLICTS
      OF INTEREST





It is the
policy of the Company that all directors, officers, and employees are to avoid
any actual or apparent conflict between their own personal interests and the
interests of the Company.  A conflict of interest can arise when a
director, officer, or employee takes actions or has personal interests that
interfere with his or her objective and effective performance of work for the
Company.  For example, directors, officers, and employees are expected
to refrain from taking for themselves opportunities discovered through their use
of corporate assets or through their positions with the
Company.  Directors, officers, and employees are expected to avoid
securities transactions based on material, nonpublic information learned through
their positions with the Company.  Directors, officers, and employees
are expected to refrain from competing with the Company.





It is the
policy of the Company that directors, officers, and employees are expected to
protect the assets of the Company and use them efficiently to advance the
interests of the Company.





C.
            REGULATION
      FD DISCLOSURE POLICY AND OTHER SECURITIES
LAWS





It is the
policy of the Company to comply with Regulation FD and other disclosure
requirements in the disclosure of material, nonpublic information.  It
has been, and continues to be, our practice to disclose material information
about us publicly and timely, not selectively. Thus, employees may not disclose
material non-public information about the company except as provided for by SEC
rules and regulations, including Regulation FD.





On August
15, 2000, the Securities and Exchange Commission ("SEC") adopted Regulation FD
(for "Fair Disclosure"). Regulation FD provides that whenever a U.S. public
company, or a person acting on its behalf, discloses material, nonpublic
information to a securities market professional (including broker-dealers,
investment advisors, hedge funds, investment companies, shareholders, and
certain other persons), the company must make public disclosure of the
information simultaneously if the disclosure is "intentional," or promptly
thereafter if it is "nonintentional."





In
general, information is deemed “material” if "there is a substantial likelihood
that a reasonable shareholder would consider it important" in making an
investment decision.  This includes a range of subjects, including the
Company’s current or expected operating performance, acquisitions and strategic
transactions, geological reports, changes in management, and other items.
Information is nonpublic if we have not previously released it in an SEC filing
or in a press release.








Code
      of Ethics
              2













Under the
SEC’s rules, disclosure of material nonpublic information may be permitted to
certain persons in certain circumstances, such as:





(1)
            persons
      engaged in ordinary course of business with us (suppliers,
      etc.);


(2)
            government
      agencies;


(3)
            media;


(4)
            credit
      rating agencies;


(5)
            persons
      who owe a duty of trust or confidence to the company ("temporary insiders"
      such as attorneys, investment bankers, accountants);
  and


(6)
            persons
      who expressly agree to maintain the information in confidence who do not
      act on the information for trading
purposes.





However,
while we recognize that Regulation FD often does not restrict communications
between us and these persons, we generally intend to treat such disclosures as
if Regulation FD did apply.  Thus, it is our policy that only our
President is authorized to speak with investors or security market professionals
or issue statements on behalf of the Company, except where expressly
permitted.  Further, only our President and authorized members of our
corporate relations team are authorized to speak with the media or issue
statements to the media on our behalf.





If you
make, or if you become aware that another employee has made, an inadvertent
disclosure of material nonpublic information, please contact Naeem Tyab,
President, immediately so that the Company can promptly disclose the information
to the public.  It's important that we take the time to understand the
securities laws.  More guidance can be found at on the SEC
website:  http://www.sec.gov/news/testimony/051701wssec.htm





The
Company is quoted on the OTCBB and is subject to certain reporting and
disclosure obligations under Section 15(d) of the Securities Exchange Act of
1934, and other U.S. securities laws.   Where an employee is
aware of the occurrence or existence of any pending corporate development with
respect to the Company, or other non-public information that the Company
believes may be material, any and all such information shall remain confidential
to the employee until such information otherwise becomes public, unless
disclosure is required by law.





D.
            EQUAL
      OPPORTUNITY EMPLOYER





The
Company is committed to providing a work environment that is free from unlawful
harassment and discrimination, and respects the dignity of its
employees.  The Company is an equal opportunity employer and, as such,
qualified applicants are considered for employment or promotion without regard
to age, race, color, religion, sex, national origin, sexual orientation,
disability, veteran status, or any other basis prohibited by
law.  Further, the Company prohibits the harassment of any individual
on any of these bases.  Complaints about unlawful discrimination or
harassment should be made to Naeem Tyab, President, or one of the Company’s
directors.








Code
      of Ethics
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E.
            INTERNATIONAL
      BUSINESS





The
Company must comply with a variety of laws, rules, and regulations in a number
of domestic and international jurisdictions.  Payments or gifts to
non-U.S. government officials are prohibited by law and by Company
policy.  The Foreign Corrupt Practices Act precludes payments to
non-U.S. government officials for the purpose of obtaining or retaining
business, even if the payment is customary in that country.  This law
applies anywhere in the world to U.S. citizens, nationals, residents,
businesses, or employees of U.S. businesses, including this
Company.





F.
            REPORTING
      AND ACCOUNTABILITY





The Code
of Ethics is intended only to provide some initial guidelines for the conduct of
the Company’s business, and is not intended to cover every situation an officer,
director, or employee may find him or herself in.





Failure
to comply with the law, the Company’s Code of Ethics and other policies, and the
Company’s internal controls, may subject directors, officers, and employees to
disciplinary action, including termination of employment.  Such
violations may also result in severe penalties for the Company and/or
individuals involved, including fines and possible
imprisonment.  Compliance with the law and high standards in the
conduct of the Company’s business should be a top priority for every director,
officer, and employee.





If a
director, officer, or employee encounters a situation that s/he is not able to
resolve by reference to these written materials, s/he should contact one of the
Company’s officers or directors to seek clarification so that the matter may be
appropriately resolved, including with reference to counsel where
appropriate.  No action may be taken or threatened against any
employee for asking questions, voicing concerns, or making complaints or
suggestions in conformity with the procedures described herein, unless the
employee acts with willful disregard of the truth.





The
Company’s Directors are responsible for the management of the
Company.  Any potential concerns or violations should be reported to
one of the Company’s directors and/or Naeem Tyab, President, who shall be
ultimately accountable to maintain and enforce the Code of Ethics.








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      of Ethics
              4