Exhibit 14.1



                            VALPEY-FISHER CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS


     The purposes of this Code of Business Conduct and Ethics (the "Code") are
to focus the Board and management on areas of ethical risk, provide guidance to
personnel to help them recognize and deal with ethical issues, provide
mechanisms to report unethical conduct, and help to foster a culture of honesty
and accountability.

     This Code applies to all Company employees, officers, consultants and
members of the Board of Directors of Valpey-Fisher Corporation (including its
subsidiaries, the "Company").

     We expect each of the Company's officers, other employees and directors to
act in accordance with the highest standards of honest and ethical conduct at
all times in all aspects of his or her activities, to comply with all applicable
laws, rules and regulations, and to abide by this Code of Business Conduct and
Ethics and other policies and procedures adopted by the Company to govern the
conduct of its officers, other employees and directors.

The Code is subject to applicable law.

     If the Code conflicts with any law, you must comply with the law. Nothing
in this Code is intended to require any action contrary to law. Nothing in the
Code is intended or will be considered (i) to amend the charter or bylaws of the
Company, (ii) to change the legal duties imposed under state, federal and other
applicable statutes, rules and regulations, (iii) to expand liabilities beyond
applicable law, (iv) to create or imply an employment contract or term of
employment, or (v) to affect any rights available under state and other
applicable law or the Company's charter or bylaws.

The Code may be amended, modified or waived from time to time.

     This Code may be amended, modified or waived by the Board of Directors.
Waivers may also be granted by a committee of the Board of Directors. Any
amendments or modifications of the Code, or waivers of any provision of the Code
for officers and directors, will be promptly disclosed in accordance with
applicable law

You should consult the appropriate persons if you have any questions about the
Code.

     You are encouraged to talk to supervisors, managers or other appropriate
personnel when contemplating the best course of action in a particular
situation. Working the issues through these channels will help develop a culture
of active deliberations regarding ethical matters. If a supervisor or manager


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does not provide a satisfactory response to any questions raised, you should
seek guidance from the Chief Financial Officer in applying this Code to a
particular fact case. In the event the issue rises to the level of a corporate
governance ethical or legal concern, the Company has adopted procedures under
the independent control of the Audit Committee of the Board of Directors to
enable anonymous submission of violations of the Code.

You must comply with the policies and procedures of the Company, but if a policy
or procedure conflicts with the Code, you should follow the Code.

     This Code provides general guidelines and is intended to promote (i) honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; (ii)
full, fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the Securities and
Exchange Commission and in other public communications; (iii) compliance with
applicable laws, rules and regulations; (iv) prompt internal reporting of
violations of the Code to appropriate persons identified in the Code; and (v)
accountability for adherence to the Code. The Code is intended to complement,
but not replace, the policies and procedures of the Company. If any policy or
procedure of the Company conflicts with the Code, you must comply with the Code.

You will be subject to disciplinary action if you violate this Code.

     Violators of this Code will be subject to disciplinary action.

1.   Conflicts of Interest
     ---------------------

     Conflicts of interest must be avoided without prior approval. A "conflict
     of interest" exists when an individual's private interest interferes in any
     way - or even appears to interfere - with the interests of the Company.

     A conflict situation can arise when an individual takes actions or has
     interests that may make it difficult to perform his or her Company work
     objectively and effectively. Conflicts of interest also arise when an
     individual, or a member of his or her family, receives improper personal
     benefits as a result of the individual's position in the Company, whether
     received from the Company or a third party.

     All employees, officers, directors and consultants must disclose any
     conflicts of interest, including any material transaction or relationship
     involving a potential conflict of interest. Any employee, officer, director
     or consultant who becomes aware of a conflict of interest or a potential
     conflict should bring it to the attention of a supervisor, manager or the
     Chief Financial Officer.

     No employee or officer may work, including as a consultant or a board
     member, simultaneously for the Company and any competitor, customer,
     supplier or business partner without the prior written approval of the
     Company's Chief Financial Officer. Officers and employees are encouraged to
     avoid any direct or indirect business connections with the Company's
     competitors, customers, suppliers or business partners, except on behalf of
     the Company.


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     Executive officers and their family members are prohibited from accepting
     any personal loans from the Company or allowing the Company to guarantee
     any of their personal obligations, except as may be permitted under federal
     law.

2.   Corporate Opportunities
     -----------------------

     Employees, officers and directors owe a duty to the Company to advance its
     legitimate interests when the opportunity to do so arises. Employees and
     officers are prohibited from (i) taking for themselves personally
     opportunities that properly belong to the Company or are discovered through
     the use of corporate property, information or position; (ii) using
     corporate property, information or position for improper personal gain; and
     (iii) competing with the Company.

3.   Confidentiality, Proprietary Information and Intellectual Property
     ------------------------------------------------------------------

     Employees, officers and directors of the Company must maintain the
     confidentiality of information entrusted to them by the Company or its
     customers, except when disclosure is authorized by the Company or is
     legally mandated. Employees, officers and directors should, whenever
     feasible, consult with the Chief Financial Officer if they believe they
     have a legal obligation to disclose confidential information. Confidential
     information includes all non-public information that might be of use to
     competitors, or harmful to the Company or its customers, if disclosed.

     If you are employed by the Company, you completed a non-disclosure
     agreement setting forth, among other obligations, your treatment of
     confidential information and intellectual property. You are expected to
     adhere strictly to the provisions of this signed agreement between the
     Company and you. Please re-read it from time-to-time to familiarize
     yourself with the terms of such agreement and consult with your supervisor
     or manager if you have any questions.

4.   Fair Dealing
     ------------

     All employees, officers and directors are required to conduct themselves
     honestly and ethically when carrying out the Company's business, and to
     endeavor to deal fairly with the Company's customers, suppliers,
     competitors and employees.

     Employees, officers and directors are prohibited from taking unfair
     advantage of such persons through manipulation, concealment, abuse of
     privileged information, misrepresentation of material facts, or any other
     unfair-dealing practices.


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     Employees, officers and directors are prohibited from taking any action to
     improperly influence, coerce, manipulate or mislead the Company's internal
     or outside auditors or to prevent such persons from performing a diligent
     audit of the Company's financial statements.

5.   Protection and Proper Use of Company Assets
     -------------------------------------------

     Employees, officers and directors are expected to protect the Company's
     assets and ensure their efficient use, and are prohibited from engaging in
     theft, carelessness, or waste. All Company assets should be used for
     legitimate business purposes, but incidental personal use may be permitted
     if ancillary to a business purpose and reimbursed in accordance with
     Company policy. Employees, officers and directors may not make any improper
     use of Company property such as Company funds, software, e-mail systems,
     voice mail systems, computer networks, Company vehicles, rental cars rented
     on behalf of the Company, and facilities for personal benefit or profit.

6.   Compliance with Company Policies, Laws, Rules and Regulations
     -------------------------------------------------------------

     All employees, officers and directors are required to comply with Company
     policies, the laws, rules and regulations of the U.S. and other countries
     and the states, counties, cities and other jurisdictions, in which the
     Company conducts its business or the laws, rules and regulations of which
     are applicable to the Company, including, without limitation, all
     prohibitions on "insider trading" and trading while in possession of
     material non-public information applicable to the Company and its
     employees, officers, directors and consultants.

     The Company's operations are subject to laws and regulations both in the
     United States and in foreign countries. We desire to ensure diligent
     adherence to the requirements of all applicable laws, rules and
     regulations. Significant areas of law that could be applicable to the
     activities of the Company include, but are not limited to (i) import/export
     controls; (ii) patent and trademarks laws; (iii) anti-trust laws governing
     free and open competition; (iv) health, safety and environmental laws; and
     (v) federal securities laws.

     In addition to the areas addressed above, the Company requires full
     compliance with the Foreign Corrupt Practices Act ("FCPA"), which makes
     illegal any corrupt offer, payment, promise to pay, or authorization to pay
     any money, gift, or anything of value to any foreign official, or any
     foreign political party, candidate or official, for the purpose of (i)
     influencing any act or failure to act, in the official capacity of that
     foreign official or party or (ii) inducing the foreign official or party to
     use influence to affect a decision of a foreign government or agency in
     order to obtain or retain business for anyone, or direct business to
     anyone. All Company employees, officers and directors, whether located in
     the United States or abroad, are responsible for FCPA compliance and the
     procedures to ensure FCPA compliance.


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     This Code does not summarize all laws, rules and regulations applicable to
     the Company and its employees, officers and directors. Please consult the
     Company's Chief Financial Officer and the various guidelines that the
     Company prepares from time to time on specific policies, laws, rules and
     regulations. You are encouraged to direct questions to your supervisor,
     manager or Chief Financial Officer if you become concerned about the
     violation of law by the Company, its employees, officers, directors or
     consultants.

7.   Full, Fair and Accurate Disclosure in Public Filings and Communications
     -----------------------------------------------------------------------

     The Company's commitment to its shareholders demands that we provide full,
     fair, accurate, timely and understandable disclosure in the reports,
     documents and communications filed with the Securities and Exchange
     Commission and in other public communications. Although certain personnel
     are more directly involved in the preparation of such reports, documents
     and communications than others, the Company expects all members of our
     community to accept this responsibility to our shareholders. Accordingly,
     all employees, officers, directors and consultants have an ethical
     responsibility to provide prompt, complete and accurate information in
     response to inquiries related to preparation of the Company's public
     disclosure documents and public communications. In addition and in order to
     ensure accurate financial reporting to our shareholders, those personnel
     who participate in the maintenance and preparation of the Company's books,
     records and accounts must ensure that the transactions and events recorded
     therein are done so in an accurate and complete manner in compliance with
     required accounting principles and Company policies.

8.   Corporate Governance Compliance
     -------------------------------

     You have an ethical responsibility to help enforce the Code. You should be
     alert to possible violations and report them to supervisors, managers or
     other appropriate personnel. You may consider seeking guidance from the
     Chief Financial Officer in applying the Code to a particular fact case. If
     you desire to report violations on an anonymous basis, you may contact the
     Chairman of the Audit Committee:

                       Mr. Richard W. Anderson
                       Chairman of the Valpey-Fisher Corporation Audit Committee
                       c/o Massachusetts Capital Resource Company
                       420 Boylston Street
                       Boston, MA  02116

     Please be forthcoming with the details of your particular situation to
     enable the Audit Committee to fully investigate the situation.

     The Company will not allow retaliation for reports, made in good faith, of
     actual or suspected violations of this Code or other illegal or unethical
     conduct. Disciplinary action will be taken against anyone who retaliates
     directly or indirectly against any employee or officer who reports an
     actual or suspected violation of the Code.


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9.   Insider Trading
     ---------------

     It is illegal to buy or sell securities (either personally or on behalf of
     others) on the basis of material, nonpublic information. It is also illegal
     to communicate (i.e., to "tip") material, nonpublic information to others
     so that they may buy or sell securities on the basis of that information.
     If you know material, nonpublic information about the Company, you are
     prohibited from trading (directly or indirectly) or tipping others to trade
     in the securities of that company.

     Material, nonpublic information is factual information that a reasonable
     investor would want to know before making an investment decision. Examples
     of material, nonpublic information include:
          -    Quarterly or annual financial results
          -    Financial forecasts
          -    Significant financial developments
          -    Possible mergers, acquisitions, joint ventures or divestitures
          -    Significant product developments

     These prohibitions continue for as long as the information you know remains
     material and nonpublic. Anyone who gives such nonpublic information to
     others may be subject to disciplinary action, up to and including
     termination of employment, as well as potential criminal prosecution.
     Guidance on questions about specific transactions should be obtained from
     the Company's Chief Financial Officer in advance of the transaction.




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ACKNOWLEDGMENT FORM

I acknowledge that I have received and read the Code of Business Conduct and
Ethics, and I understand my obligations to comply with this Code. I agree to
comply fully with the standards and obligations contained in the Code of
Business Conduct and Ethics, including the obligation to report any suspected
violations of the Code, and the Company's related policies and procedures.


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                                             Printed Name


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                                             Signature


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                                             Date