Exhibit 11.1



                      AEGEAN MARINE PETROLEUM NETWORK INC.

                                 CODE OF ETHICS

          The Board of Directors of Aegean  Marine  Petroleum  Network Inc. (the
"Company") has adopted this Code of Ethics (the "Code") for all of the Company's
employees, directors, officers and agents ("Employees").

I. CONFLICTS OF INTEREST

     A  conflict  of  interest  occurs  when  an  Employee's  private  interests
     interfere, or even appears to interfere,  with the interests of the Company
     as a whole. While it is not possible to describe every situation in which a
     conflict of interest may arise,  Employees must never use or attempt to use
     their position with the Company to obtain improper personal  benefits.  Any
     Employee  who is aware of a conflict of interest,  or is  concerned  that a
     conflict might develop,  should discuss the matter with the Audit Committee
     or counsel to the Company immediately.

II. CORPORATE OPPORTUNITIES

     Employees  owe a duty to advance the  legitimate  interests  of the Company
     when  the  opportunities  to  do so  arise.  Employees  may  not  take  for
     themselves  opportunities  that are discovered through the use of corporate
     property, information or position.

III. CONFIDENTIALITY AND PRIVACY

     It is  important  that  Employees  protect the  confidentiality  of Company
     information.  Employees  may have access to  proprietary  and  confidential
     information  concerning  the  Company's  business,  clients and  suppliers.
     Confidential  information  includes  such items as  non-public  information
     concerning  the  Company's  business,  financial  results and prospects and
     potential  corporate  transactions.  Employees  are  required  to keep such
     information  confidential during employment as well as thereafter,  and not
     to use, disclose,  or communicate that confidential  information other than
     in the  course of  employment.  The  consequences  to the  Company  and the
     Employee concerned can be severe where there is unauthorized  disclosure of
     any non-public, privileged or proprietary information.

     To ensure the confidentiality of any personal information  collected and to
     comply with  applicable  laws,  any Employee in possession  of  non-public,
     personal information about the Company's customers, potential customers, or
     Employees, must maintain the highest degree of confidentiality and must not
     disclose any personal information unless authorization is obtained.

IV. HONEST AND FAIR DEALING

     Employees  must  endeavor to deal  honestly,  ethically and fairly with the
     Company's  customers,  suppliers,  competitors  and employees.  No Employee
     should take unfair advantage of anyone through  manipulation,  concealment,
     abuse of privileged  information,  misrepresentation  of material facts, or
     any other  unfair-dealing  practice.  Honest  conduct is  considered  to be
     conduct that is free from fraud or deception. Ethical conduct is considered
     to be conduct conforming to accepted professional standards of conduct.

V. PROTECTION AND PROPER USE OF COMPANY ASSETS

     The Company's assets are only to be used for legitimate  business  purposes
     and only by  authorized  Employees  or their  designees.  This  applies  to
     tangible assets (such as office equipment,  telephone, copy machines, etc.)
     and intangible assets (such as trade secrets and confidential information).
     Employees have a responsibility  to protect the Company's assets from theft
     and loss and to ensure their efficient use. Theft,  carelessness  and waste
     have a direct impact on the Company's profitability. If you become aware of
     theft,  waste or misuse of the  Company's  assets you should report this to
     your manager.

VI. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     It is the Company's  policy to comply with all applicable  laws,  rules and
     regulations.  It is the personal  responsibility of each Employee to adhere
     to the  standards  and  restrictions  imposed  by  those  laws,  rules  and
     regulations,  and in particular,  those relating to accounting and auditing
     matters.

     Any Employee who is unsure whether a situation violates any applicable law,
     rule,  regulation or Company  policy should  contact the Company's  outside
     legal counsel.

VII. SECURITIES TRADING

     Because  we are a  public  company  we are  subject  to a  number  of  laws
     concerning the purchase of our shares and other publicly traded securities.
     Company  policy  prohibits  Employees and their family members from trading
     securities while in possession of material, non-public information relating
     to the Company or any other company,  including a customer or supplier that
     has a significant relationship with the Company.

     Information  is "material"  when there is a substantial  likelihood  that a
     reasonable  investor would consider the  information  important in deciding
     whether to buy, hold or sell  securities.  In short,  any information  that
     could reasonably affect the price of securities is material. Information is
     considered  to be  "public"  only when it has been  released  to the public
     through  appropriate  channels  and enough  time has  elapsed to permit the
     investment  market to absorb and evaluate the information.  If you have any
     doubt as to whether you possess material nonpublic information,  you should
     contact a manager and the advice of legal counsel may be sought.

VIII. DISCLOSURE

     Employees are responsible for ensuring that the disclosure in the Company's
     periodic reports is full, fair,  accurate,  timely and  understandable.  In
     doing so, Employees shall take such action as is reasonably appropriate to:
     (i)  establish  and comply with  disclosure  controls  and  procedures  and
     accounting and financial controls that are designed to ensure that material
     information  relating  to the Company is made known to them;  (ii)  confirm
     that the Company's  periodic  reports comply with applicable law, rules and
     regulations;  and (iii) ensure that information  contained in the Company's
     periodic  reports  fairly  presents in all material  respects the financial
     condition and results of operations of the Company.

     Employees  will not  knowingly:  (i) make,  or permit or direct  another to
     make,  materially false or misleading  entries in the Company's,  or any of
     its  subsidiary's,  financial  statements or records;  (ii) fail to correct
     materially  false and  misleading  financial  statements or records;  (iii)
     sign, or permit another to sign, a document containing materially false and
     misleading  information;  or (iv) falsely respond,  or fail to respond,  to
     specific  inquiries of the Company's  independent  auditor or outside legal
     counsel.

IX. PROCEDURES REGARDING WAIVERS

     Because of the  importance  of the matters  involved in this Code,  waivers
     will be granted only in limited  circumstances and where such circumstances
     would  support a waiver.  Waivers of the Code may only be made by the Audit
     Committee and will be disclosed by the Company.

X. INTERNAL REPORTING

     Employees shall take all appropriate action to stop any known misconduct by
     fellow  Employees  or other  Company  personnel  that  violate  this  Code.
     Employees shall report any known or suspected misconduct to the Chairman of
     the Audit  Committee or the Company's  outside legal  counsel.  The Company
     will not retaliate or allow retaliation for reports made in good faith.