**EXHIBIT** **14.1**




**CODE
      OF ETHICS**




**FUWEI
      FILMS (HOLDINGS) CO., LTD.**




**CODE
      OF BUSINESS CONDUCT AND ETHICS**




**For
      Employees, Officers and Directors**




**Introduction**




To
      further the fundamental principles of honesty, loyalty, fairness and
      forthrightness of Fuwei Films (Holdings) Co., Ltd. (“Fuwei”), we have
      established the Fuwei Films (Holdings) Co., Ltd. Code of Business Conduct and
      Ethics. Our Code strives to deter wrongdoing and promote the following six
      objectives:




|· | Honest
              and ethical conduct;
|- | -----------------------------------------



|· | Avoidance
              of conflicts of interest between personal and professional
              relationships;
|- | ---------------------------------------------------------------------------------------------------------------



|· | Full,
              fair, accurate, timely and transparent disclosure in periodic reports
              required to be filed by Fuwei with the Securities and Exchange Commission
              and in other public communications made by
              Fuwei;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Compliance
              with the applicable government
              regulations;
|- | ----------------------------------------------------------------------------------



|· | Prompt
              internal reporting of Code violations;
              and
|- | -----------------------------------------------------------------------------



|**·** | Accountability
              for compliance with the Code.
|----- | ----------------------------------------------------------



**Accounting
      Controls, Procedures & Records**




Applicable
      laws and company policy require Fuwei to keep books and records that accurately
      and fairly reflect its transactions and the dispositions of its assets. In
      this
      regard, our financial executives shall:




|· | Provide
              information that is accurate, complete, objective, relevant, timely
              and
              understandable.
|- | -----------------------------------------------------------------------------------------------------------------------------------------



|· | Comply
              with rules and regulations of federal, state, provincial and local
              governments, and other appropriate private and public regulatory
              agencies.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Act
              in good faith, responsibly, with due care, competence and diligence,
              without misrepresenting material facts or allowing independent judgment
              to
              be subordinated.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








All
      directors, officers, employees and other persons are prohibited from directly
      or
      indirectly falsifying or causing to be false or misleading any financial or
      accounting book, record or account. Furthermore, no director, officer or
      employee of Fuwei may directly or indirectly:




|· | Make
              or cause to be made a materially false or misleading statement,
              or
|- | ---------------------------------------------------------------------------------------------------



|**·** | Omit
              to state, or cause another person to omit to state, any material fact
              necessary to make statements made not misleading in connection with
              the
              audit of financial statements by independent accountants, the preparation
              of any required reports whether by independent or internal accountants,
              or
              any other work which involves or relates to the filing of a document
              with
              the Securities and Exchange Commission.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



**Bribery**




The
      offering, promising, or giving of money, gifts, loans, rewards, favors or
      anything of value to any supplier, customer or governmental official is strictly
      prohibited.




**Communications**




It
      is
      very important that the information disseminated about Fuwei be both accurate
      and consistent. For this reason, certain of our executive officers who have
      been
      designated as authorized spokespersons per our policy regarding compliance
      with
      Regulation FD are responsible for our internal and external communications,
      including public communications with stockholders, analysts and other interested
      members of the financial community. Employees should refer all outside requests
      for information to the authorized spokespersons.




**Computer
      and Information Systems**




For
      business purposes, officers and employees are provided telephones and computer
      workstations and software, including network access to computing systems such
      as
      the Internet and e-mail, to improve personal productivity and to efficiently
      manage proprietary information in a secure and reliable manner. You must obtain
      the permission from our Information Technology Services department to install
      any software on any company computer or connect any personal laptop to the
      Fuwei
      network. As with other equipment and assets of Fuwei, we are each responsible
      for the appropriate use of these assets. Except for limited personal use of
      Fuwei’s telephones and computer/e-mail, such equipment may be used only for
      business purposes. Officers and employees should not expect a right to privacy
      of their e-mail. All e-mails on company equipment are subject to monitoring
      by
      Fuwei.




**Confidential
      or Proprietary Information**




Company
      policy prohibits employees from disclosing confidential or proprietary
      information outside Fuwei, either during or after employment, without company
      authorization to do so. Unless otherwise agreed to in writing, confidential
      and
      proprietary information includes any and all methods, inventions, improvements
      or discoveries, whether or not patentable or copyrightable, and any other
      information of a similar nature disclosed to the directors, officers or
      employees of Fuwei or otherwise made known to us as a consequence of or through
      employment or association with Fuwei (including information originated by the
      director, officer or employee). This can include, but is not limited to,
      information regarding our business, research, development, inventions, trade
      secrets, intellectual property of any type or description, data, business plans,
      marketing strategies and contract negotiations.









**Conflicts
      of Interest**




Company
      policy prohibits conflicts between the interests of its employees, officers,
      directors and Fuwei. A conflict of interest exists when an employee, officer,
      or
      director’s personal interest interferes or may interfere with the interests of
      the company. Conflicts of interest may not always be clear, so if an employee
      has a concern that a conflict of interest may exist, they should consult with
      higher levels of management, and in the case of officers and directors, they
      should consult with a member of the Audit Committee. When it is deemed to be
      in
      the best interests of Fuwei and its shareholders, the Audit Committee may grant
      waivers to employees, officers and directors who have disclosed an actual or
      potential conflict of interest. Such waivers are subject to approval by the
      Board of Directors.




**Fraud**




Company
      policy prohibits fraud of any type or description.




**Inside
      Information**




Company
      policy and applicable laws prohibit disclosure of material inside information
      to
      anyone outside Fuwei without a specific business reason for them to know. It
      is
      unlawful and against company policy for anyone possessing inside information
      to
      use such information for personal gain. Fuwei’s policies with respect to the use
      and disclosure of material non-public information are more particularly set
      forth in Fuwei’s Insider Trading Policy.




**Political
      Contributions**




Company
      policy prohibits the use of company, personal or other funds or resources on
      behalf of Fuwei for political or other purposes which are improper or prohibited
      by the applicable federal, state, local or foreign laws, rules or regulations.
      Company contributions or expenditures in connection with election campaigns
      will
      be permitted where allowed by federal, state, local or foreign election laws,
      rules and regulations.




**Reporting
      and Non-Retaliation**




Employees
      who have evidence of any violations of this code are encouraged and expected
      to
      report them to their supervisor, and in the case of officers and directors,
      they
      should report evidence of any such violations to a member of the Audit
      Committee. Such reports will be investigated in reference to applicable laws
      and
      company policy. Violations of this Code or any other unlawful acts by our
      officers, directors or employees may subject the individual to dismissal from
      employment and/or fines, imprisonment and civil litigation according to
      applicable laws.









We
      will
      not allow retaliation against an employee for reporting a possible violation
      of
      this Code in good faith. Retaliation for reporting a federal offense is illegal
      under federal law and prohibited under this Code. Retaliation for reporting
      any
      violation of a law, rule or regulation or a provision of this Code is
      prohibited. Retaliation will result in discipline up to and including
      termination of employment and may also result in criminal prosecution.




**Waivers**




There
      shall be no waiver of any part of this Code for any director or officer except
      by a vote of the Board of Directors or a designated board committee that will
      ascertain whether a waiver is appropriate under all the circumstances. In case
      a
      waiver of this Code is granted to a director or officer, the notice of such
      waiver shall be posted on our website within five days of the Board of
      Director’s vote or shall be otherwise disclosed as required by applicable law or
      the rules of any stock exchange on which our securities may be listed or quoted
      for trading. Notices posted on our website shall remain there for a period
      of 12
      months and shall be retained in our files as required by law.




Approved
                By The
                Board of Directors
              March 27, 2007