**EXHIBIT 14.1**

 

**PRBGAS TRANSPORTATION, INC.**

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

# **OBJECTIVE**

 

The corporate philosophy of PRB Gas Transportation, Inc. and itssubsidiaries (“PRB”) is that good ethics and good business conduct go hand inhand. The conduct and values of its Company associates including directors,employees and consultants reflect upon PRB. These business standards provide ageneral framework of values and obligations that should be adhered to at alltimes. Corporate standards guide each Company associate’s professional conductin regard to actions, words, sense of fairness, honesty and integrity. PRB isrequired to comply with laws in all jurisdictions, and this Code of BusinessConduct and Ethics (the “Code”) supports and reflects our statutory compliancewith such laws.

 

# **ACT WITH INTEGRITY**

 

PRB’s expectations concerning the behavior of its associates do notdiffer substantially from the personal expectations most associates set forthemselves. You are expected to act with integrity. This means that you should:

 

•                  be honest and ethical in all of yourdealings;

•                  comply with all laws and seek help if youhave any uncertainty;

•                  adhere to all PRB policies;

•                  be respectful of others, including yourfellow associates;

•                  be accountable, responsible and do what yousay you are going to do; and

•                  do what is right.

 

# **OBEY THE LAW AND PRB POLICY**

 

PRB conducts its business in accordance with all applicable laws. Youare expected to conduct yourself in the same manner. Compliance with the law isa minimum expectation. Personal integrity may, and often will, involve astandard higher than what exists under the law. You should direct any questionsyou have about these Guidelines or a legal compliance matter to your managerand/or the Chairman of the Board of Directors.

 

# **DO NOT ENGAGE IN INSIDER TRADING**

 

It is against the law and you are prohibited from buying or selling PRBsecurities if you are aware of “inside” information, that is, materialnon-public information about PRB. You may also become aware of inside informationabout other companies, such as PRB’s partners, suppliers and customers, throughyour work at PRB. You are similarly prohibited from buying or sellingsecurities of such other company if you are aware of inside information aboutthat other company. You may not pass along any inside information to others,such as friends or relatives. In addition, you may not engage in any form ofshort-selling, hedging, puts or calls or options trading in PRB stock based oninsider information.

 

# **PROTECT PRB’S CONFIDENTIAL ANDPROPRIETARY INFORMATION**

 

Misusing or disclosing information that PRB considers confidential,both during and after your association with PRB, is prohibited.

 

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All PRB related documents in any tangible or electronic form in yourpossession or control, no matter where they are located, are the property ofPRB. Both during your association with the Company and thereafter, you areprohibited from using such documents for your own benefit or disclosing them toanyone outside of PRB. Any such taking, downloading or other prohibited use ordisclosure of PRB documents constitutes theft of PRB property and may be deemedto be a misappropriation of PRB trade secrets.

 

Additionally, you should take steps to prevent inadvertent disclosureof confidential or proprietary information. You should not discuss anynon-public or confidential information of PRB with outsiders. Even within PRB,confidential information should be shared with others only on a “need to know”basis.

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# **DO NOT GIVE OR ACCEPTQUESTIONABLE GIFTS**

 

With respect to non-government personnel, gift-giving is proper only tocreate good will. All business decisions must be based on the merits ofproducts, services or people.

 

Unless prohibited by the customer’s own policies, it is appropriate topay for a customer’s meals and entertainment or to invite a customer to asporting event or outing, provided the expenses of doing so are reasonable. Itis also permissible to give a customer a gift of reasonable value on specialoccasions, as long as the gift does not seek, and does not create theappearance of seeking, special favors.

 

With respect to government personnel, it is improper and illegal,either directly or indirectly, to provide or pay for any meal, travel,entertainment, lodging or gift. The giving of any gratuity to a governmentemployee could subject both you and PRB to civil and criminal penalties.

 

Regardless of local practice, any payment or gift to a person acting inan official capacity for a foreign government designed to influence that individual’sacts or decisions is improper and could subject you and PRB to substantialcriminal liability for violation of the Foreign Corrupt Practices Act of 1977,as amended.

 

# **DO NOT SOLICIT OR ACCEPT ANYMONEY**

 

Do not solicit or accept any gift which would create the appearancethat you will be influenced or obligated to do business with the giver. If acustomer or supplier offers or gives you any money or a gift which would createsuch an appearance, reject the offer.

 

Giving or receiving a gift should never damage PRB’s reputation. Anygift-giving should be fully visible to your manager.

 

# **AVOID CONFLICTS OF INTEREST**

 

Our general rule is that Company associates should avoid any activity,investment or interest that is, or appears to be, in conflict with the businessor their association with PRB. Potential conflicts of interest must bedisclosed and resolved including where a Company associate:

 

•                  Acts as an officer, director, employee,partner, agent, consultant or client for any of PRB’s competitors, suppliers orcontractors.

 

•                  Engages in other outside employment wherethere is a potential for conflict. Management should be informed of suchexternal employment to ensure that no conflict exists and that your jobperformance with PRB is not adversely affected.

 

•                  Directly or beneficially holds a substantial(greater than 10%) financial or other interest in any business or organizationwith which PRB has business dealings, and the employee or their family couldreceive a benefit from transactions with PRB.

 

•                  Participates in a venture where PRB hasexpressed a business interest.

 

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Where appropriate, PRB may request written disclosure of outsidebusiness interests to determine compliance with the Code. As well, anindividual may wish to provide PRB with such disclosure in advance. PRB willreview the circumstances and issue a letter indicating the awareness of theindividual’s actions or involvement, and that (in the outlined situation) thereis no conflict of interest; or, alternatively, PRB may specify appropriateaction required to ensure compliance with the Code.

 

# **TREAT FELLOW ASSOCIATES WITHDIGNITY AND** R**ESPECT**

 

It is vital that PRB associates treat each other with respect. PRB willnot tolerate discrimination or harassment of any kind. PRB is committed toequal opportunity for all employees, without bias based on differences inculture, ethnicity, color, religion, gender, sexual orientation, age, maritalstatus, national origin or handicap.  Ifyou engage in such conduct, you will be subject to discipline and you mayexpose yourself and PRB to liability.

 

**HANDLE THE TRADE SECRETS AND CONFIDENTIAL INFORMATION OF OTHERS WITHCARE**

 

PRB competes vigorously, but fairly. You may use any publicly availableinformation about PRB’s competitors or other companies, but you may notunlawfully acquire or misuse the trade secrets or other confidentialinformation of another company. PRB does not condone the use of any impropermeans, such as cash payments, favors or hiring a competitor’s employees toacquire confidential information of other companies.

 

**BE HONEST AND TRUSTWORTHY WHEN DEALING WITH CUSTOMERS AND VENDORS**

 

To establish and maintain strong and long-lasting relationships, wemust be honest and trustworthy in all of our dealings with customers andvendors. Long-term relationships are more valuable than short-term gains.

 

# **DO NOT MISUSE PRB’S PROPERTY OR****EQUIPMENT**

 

You should take all reasonable steps to protect against loss, theft ormisuse of any PRB asset. Moreover, PRB’s facilities, communication networks andproperty are to be used to conduct PRB business or for purposes authorized bymanagement.

 

**MAINTAIN AND PROVIDE ACCURATE AND HONEST BUSINESS RECORDS AND FINANCIALREPORTS**

 

PRB’s books and records must reflect all transactions included in itsresults of operations and financial position truthfully, accurately and incompliance with generally accepted accounting principles. PRB also has strictreporting obligations under certain statutes, including the Foreign CorruptPractices Act of 1977, as amended, and the securities laws. It is thereforeessential that you report all business transactions honestly, accurately and incompliance with all PRB policies and procedures.

 

**ENSURE FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE ANDFINANCIAL REPORTING**

 

As a public company, PRB is required to file periodic and other reportsand documents with the Securities and Exchange Commission and to make otherpublic communications. PRB must provide accurate, complete and timelydisclosure in those SEC reports and documents and in its other publiccommunications, including disclosure of PRB’s financial results and financialcondition. Accordingly, you must fully meet your responsibilities to ensurethat PRB’s financial reports and records are in strict compliance with allapplicable laws, generally accepted accounting principles and PRB policies.

 

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# **COMPLY WITH PRB’S RECORDRETENTION POLICIES**

 

PRB’s policies and procedures with respect to record retention aredesigned to ensure legal compliance, preservation of and access to importantrecords, and reduction of costs associated with maintaining large volumes ofdocuments. They require certain documents and records to be retained forspecified periods. Drafts and other documents not required to be retained undersuch PRB policies and procedures or otherwise by applicable law should bedestroyed regularly in the ordinary course of business. However, if you becomeaware of a subpoena or a litigation or investigation that relates to PRB andyou have documents that may be relevant, you must retain and preserve thosedocuments, including e-mails and other documents that may otherwise beautomatically deleted or destroyed, until you are advised otherwise.

 

****REPORTINGVIOLATIONS****

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****Corporate associates mustimmediately report any known or suspected************violation of applicable laws, rules, regulations or the Codeto an appropriate manager, senior officer or the Audit Committee. No one willbe subject to retaliation because of a good faith report of suspectedmisconduct. However, failure to report a suspected violation of the Code isitself a violation of the Code and could subject any party to disciplinaryaction.

 

****INVESTIGATIONOF SUSPECTED VIOLATIONS****

 

All reported alleged violations will bepromptly investigated and treated confidentially to the greatest extentpossible. It is imperative that reporting persons not conduct their owninvestigations as such investigations may involve complex legal issues, and anindividual acting on their own may compromise the integrity of an investigationand adversely affect both you and the Company.

 

****DISCIPLINEOF VIOLATIONS****

 

Company associates who violate this Codemay be subject to disciplinary actions, up to and including discharge. Inaddition, disciplinary measures, up to and including discharge, may be takenagainst anyone who directs or approves infractions or has knowledge of them anddoes not promptly report and correct them.

 

****WAIVERSOF CODE****

 

The Company will waive application of the policies set forth in thisCode only where circumstances warrant granting a waiver, and then only inconjunction with any appropriate monitoring of the particular situation.Waivers of the Code for Directors and Officers may be made only by the Board ofDirectors or the Audit Committee.

 

Adopted 03/16/06

 

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