Exhibit 14


                            VALPEY-FISHER CORPORATION

                                 CODE OF ETHICS
                   FOR SENIOR EXECUTIVE AND FINANCIAL OFFICERS

I.       Purpose of this Code of Ethics

The purpose of this Code of Ethics is to promote the honest and ethical conduct
by the Company's senior executives, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;
to promote full, fair, accurate, timely and understandable disclosure in reports
and documents that the Company files with or submits to the SEC and in other
public communication made by the Company; and to promote compliance with all
applicable rules and regulations that apply to the Company and its officers.

II.       General

          Application

          This Code of Ethics is applicable to the Company's chief executive
          officer and chief financial officer, (together the "Senior Executive
          and Financial Officers"). References in this Code of Ethics to the
          Company means Valpey-Fisher Corporation and any of its subsidiaries.

          Compliance

          We expect each of our Senior Executive and Financial Officers to act
          in accordance with the highest standard 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 Ethics and other policies and procedures adopted by the Company to
          govern the conduct of its employees.

          You understand that you will be held accountable for your adherence to
          this Code of Ethics. Violations of this Code of Ethics may result in
          civil and criminal penalties for you or the Company. Compliance with
          this Code is a condition to your employment and any violations of the
          Code may result in disciplinary action, up to and including
          termination of your employment.

          Waivers

          There shall be no waiver of any provision of this Code of Ethics,
          except by a unanimous vote of the Audit Committee, which will
          determine whether a waiver is appropriate and ensure that the waiver
          is accompanied by appropriate controls designed to protect the
          Company.

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          In the event that any waiver is granted, the waiver will be disclosed
          in accordance with applicable law.

III.     Conflicts of Interest

A conflict of interest occurs when your private interests interfere in any way,
or appear to interfere, with the interests of the Company as a whole. A conflict
of interest can arise when you take action or you or a member of your family
have interests that may make it difficult for you to perform your duties to the
Company objectively and effectively. Set forth below are certain obvious
situations that can result in a conflict of interest and should obviously be
avoided but is not exhaustive of situations that can result in a conflict of
interest. We rely on you to use sound judgment, to seek advice when appropriate
and to adhere to the highest ethical standards. You should always be aware that
the activities and financial interests of your spouse, significant other,
children, parents or in-laws may give rise to potential conflicts of interest or
the appearance of a conflict of interest. If you have any doubts as to whether
or not a relationship or conduct would be considered a conflict of interest,
please consult the Chairman of the Audit Committee.

          Improper Personal Benefit

          Conflicts of interest arise when you or a member of your family
          receives improper personal benefits as a result of your position in
          the Company. You may not accept any benefits from the Company that
          have not been duly authorized and approved pursuant to Company policy
          and procedure, including any Company loans or guarantees of your
          personal obligations.

          Ownership or Financial Interests in Other Businesses

          You owe the Company your undivided loyalty. You should avoid having an
          ownership interest in any other enterprise if that interest
          compromises or appears to interfere with your ability to exercise
          independent judgment in the Company's best interest. For example,
          neither you nor any member of your family may have a financial
          interest in a company that competes with the Company or that does
          business with the Company (such as a supplier or customer). This
          provision does not apply to investments of under 1% of the outstanding
          equity securities of a public company as long as the amount of the
          investment is not so significant that it would affect your business
          judgment on behalf of the Company.

          Corporate Opportunities

          You owe a duty to the Company to advance its legitimate interests when
          the opportunity to do so arises. You may not take for yourself a
          corporate opportunity that is discovered in the course of your
          employment or through the use of corporate property, information, or
          position.

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          Employment with a Competitor

          Serving as a director of or being employed in any way by a competitor
          of the Company is strictly prohibited, as is any activity that is
          intended to or that you should reasonably expect to advance a
          competitor's interests at the expense of the Company's interests.

          Employment With a Supplier or Others

          You may not be a supplier to or be employed by, or serve as a director
          of or represent a supplier to or customer of the Company and you may
          not accept money or benefits of any kind from a third party as
          compensation or payment for any advice or service that you may provide
          to a customer, supplier or anyone else in connection with its business
          with the Company.

IV.       Other

          Confidentiality

          You should maintain the confidentiality of information entrusted to
          you by the Company or its suppliers or customers, except when
          disclosure is authorized or legally mandated. Confidential information
          includes all non-public information that might be of use to
          competitors, or harmful to the Company or its customers or suppliers,
          if disclosed.

          Fair Dealing

          You should endeavor to deal fairly with the Company's customers,
          suppliers, competitors and employees. You should not take unfair
          advantage of anyone through manipulation, concealment, abuse of
          privileged information, misrepresentations of material facts, or any
          other unfair-dealing practice.

          Protection and proper use of Company assets

          You should protect the Company's assets and ensure their efficient
          use. Misappropriation of corporate assets is a breach of your duty to
          the Company and may be an act of fraud. Carelessness and waste of
          corporate assets is a breach of your duty to the Company. All Company
          assets should be used for legitimate business purposes.

          "Inside" Information and Securities Trading

          Insider trading is both unethical and illegal. You shall comply in all
          respects with the terms of the Company's policy with respect to
          Insider Trading.

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V.        Accurate Periodic Reports and Other Public Communications

As you are aware, full, fair, accurate, timely and understandable disclosure in
our periodic reports filed with the SEC and in our public communications is
required by SEC rules. We expect you to exercise the highest standard of care in
preparing such reports and communication. All of the Company's books, records,
accounts and financial statements must be maintained in reasonable detail, must
appropriately reflect the Company's transactions and must conform both to
applicable legal requirements and to the Company's system of internal controls.

We have established the following guidelines in order to ensure the quality of
our periodic reports.

     --   All Company accounting records, as well as reports produced from those
          records, must be kept and presented in accordance with applicable
          laws.

     --   All records must fairly and accurately reflect the transactions or
          occurrences to which they relate.

     --   All records must fairly and accurately reflect in reasonable detail
          the Company's assets, liabilities, revenues and expenses.

     --   The Company's accounting records must not contain any false or
          intentionally misleading entries.

     --   No transaction may be intentionally misclassified as to accounts,
          departments or accounting periods or in any other manner.

     --   All transactions must be supported by accurate documentation in
          reasonable detail and recorded in the proper account and in the proper
          accounting period.

     --   No information may be concealed from the [internal auditors or the]
          independent auditors.

     --   Compliance with Generally Accepted Accounting Principles and the
          Company's system of internal accounting controls is required at all
          times.

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VI.       Compliance with Laws and the Code of Ethics; Reporting Illegal or
          Unethical Acts

You are expected to comply with both the letter and spirit of all applicable
governmental rules and regulations and this Code of Ethics, and to report any
suspected violations of applicable governmental rules and regulations or this
Code of Ethics to the Chairman of the Audit Committee. No one will be subject to
retaliation because of a good faith report of a suspected violation.