Exhibit
      14.1


**PHARMA-BIO
        SERV, INC.**
 
 Code
        of Business Conduct and Ethics for Senior Management
 
 **Ethics**
  Pharma-Bio
        Serv, Inc. and each of its officers and directors, who we collectively refer
        to
        as our “associates,” must conduct their affairs with uncompromising honesty and
        integrity. Business ethics are no different than personal ethics. The same
        high
        standard applies to both.
  Associates
        are expected to be honest and ethical in dealing with each other, with clients,
        vendors and all other third parties. Doing the right thing means doing it
        right
        every time.
  You
        must
        also respect the rights of your fellow associates and third parties. Your
        actions must be free from discrimination, libel, slander or harassment. Each
        person must be accorded equal opportunity, regardless of age, race, sex,
        sexual
        preference, color, creed, religion, national origin, marital status, veteran’s
        status, handicap or disability.
  Misconduct
        cannot be excused because it was directed or requested by another. In this
        regard, you are expected to alert management whenever an illegal, dishonest
        or
        unethical act is discovered or suspected. You will never be penalized for
        reporting your discoveries or suspicions.
  Pharma-Bio
        Serv conducts its affairs consistent with all applicable laws and
        regulations.
  The
        following statements concern frequently raised ethical concerns. A violation
        of
        the standards contained in this Code of Business Conduct and Ethics will
        result
        in corrective action, including possible dismissal.
  **Conflicts
        of Interest**
  You
        must
        avoid any personal activity, investment or association which could appear
        to
        interfere with good judgment concerning Pharma-Bio Serv’s best interests. You
        may not exploit your position or relationship with Pharma-Bio Serv for personal
        gain. You should avoid even the appearance of such a conflict. For example,
        there is a likely conflict of interest if you:
  ·
            cause
                Pharma-Bio Serv to engage in business transactions with relatives
                or
                friends;  ·
            use
                nonpublic company, client or vendor information for personal gain
                by you,
                relatives or friends (including securities transactions based on
                such
                information);  ·
            have
                more than a modest financial interest in our vendors, clients or
                competitors;  ·
            receive
                a loan, or guarantee of obligations, from us or a third party as
                a result
                of your position at Pharma-Bio Serv; or  ·
            compete,
                or prepare to compete, with Pharma-Bio Serv while still employed
                by
                Pharma-Bio Serv.  There
        are
        other situations in which a conflict of interest may arise. If you have concerns
        about any situation, follow the steps outlined in the Section on “Reporting
        Ethical Violations.”
  
  **Prohibition
        on Loans by the Pharma-Bio Serv**
  The
        receipt by you of a loan from Pharma-Bio Serv is not only a violation of
        our
        Code of Business Conduct and Ethics, but it is unlawful under the
        Sarbannes-Oxley Act and the Securities Exchange Act of 1934. Section 13(k)
        of
        the Securities Exchange Act provides: “ It
        shall
        be unlawful for any issuer... directly or indirectly, including through any
        subsidiary, to extend or maintain credit, to arrange for the extension of
        credit, or to renew an extension of credit, in the form of a personal loan
        to or
        for any director or executive officer (or equivalent thereof) of that issuer.”
Because of the broad language of the statute, if you have any questions as
        to
        whether a payment to you is a loan, you should contact our Chief Financial
        Officer.
  **Gifts,
        Bribes and Kickbacks**
  Other
        than for modest gifts given or received in the normal course of business
        (including travel or entertainment), neither you nor your relatives may give
        gifts to, or receive gifts from, Pharma-Bio Serv’s clients and vendors. Other
        gifts may be given or accepted only with prior approval of your senior
        management. In no event should you put Pharma-Bio Serv or yourself in a position
        that would be embarrassing if the gift was made public.
  Dealing
        with government employees is often different than dealing with private persons.
        Many governmental bodies strictly prohibit the receipt of any gratuities
        by
        their employees, including meals and entertainment. You must be aware of
        and
        strictly follow these prohibitions.
  Any
        associate who pays or receives bribes or kickbacks will be immediately
        terminated and reported, as warranted, to the appropriate authorities. A
        kickback or bribe includes any item intended to improperly obtain favorable
        treatment.
  **Improper
        Use or Theft of Pharma-Bio Serv Property**
  Every
        associate must safeguard Pharma-Bio Serv property from loss or theft, and
        may
        not take such property for personal use. Pharma-Bio Serv property includes
        confidential information, software, computers, office equipment, and supplies.
        You must appropriately secure all Pharma-Bio Serv property within your control
        to prevent its unauthorized use. You may not use Pharma-Bio Serv’s electronic
        communications systems, including e-mail or internet connections, to access
        or
        post material that: is pornographic, obscene, sexually-related, profane or
        otherwise offensive; is intimidating or hostile; or violates Pharma-Bio Serv
        policies or any laws or regulations. Associates may make limited non-business
        use of Pharma-Bio Serv’s electronic communications systems, provided that such
        use: (i) is occasional; (ii) does not interfere with the associate’s
        professional responsibilities; (iii) does not diminish productivity; and
        (iv)
        does not violate this Policy.
  **Covering
        Up Mistakes; Falsifying Records**
  Mistakes
        should never be covered up, but should be immediately fully disclosed and
        corrected. Falsification of any Pharma-Bio Serv, client or third party record
        is
        prohibited.
  **Protection
        of Pharma-Bio Serv, Client or Vendor Information**
  You
        may
        not use or reveal Pharma-Bio Serv, client or vendor confidential or proprietary
        information to others. Additionally, you must take appropriate steps — including
        securing documents, limiting access to computers and electronic media, and
        proper disposal methods — to prevent unauthorized access to such information.
        Proprietary and/or confidential information, among other things, includes:
        business methods, pricing and marketing data, strategy, computer code, screens,
        forms, experimental research, information about, or received from, Pharma-Bio
        Serv’s current, former and prospective clients, vendors and
        associates.
  -2-
  **Non-Disclosure
        of Material Non-Public Information**
  As
        an
        associate, you may have access to material non-public information. It is
        a
        violation, not only of our Code
        of
        Business Conduct and Ethics, but of federal and state laws as well, to disclose
        or use material non-public information or to engage in transactions in our
        securities while in the possession of material non-public information.
        Non-public information includes any material information concerning us which
        has
        not been disclosed to the public, either in a press release or in a filing
        with
        the Securities and Exchange Commission. This means that you cannot buy or
        sell
        our stock, not only during the black-out periods, but at any time when you
        have
        knowledge concerning our business, prospects, financial results or any other
        aspect of our business.
  **Black-Out
        Periods**
  A
        black-out period is a period during which you are not permitted to engage
        in any
        transactions in our stock, regardless of whether you have actual knowledge
        of
        our financial results or of a transaction. To
        provide assistance in preventing inadvertent violations and avoiding even
        the
        appearance of an improper transaction (which could result, for example, if
        you
        engage in a trade while unaware of a pending major development), Pharma-Bio
        has
        implementing the following procedures and restrictions:
  ·
            All
                transactions in our securities, including purchases and other acquisitions
                of securities and or other dispositions or transfers of securities)
                of
                Senior Management, as well as managers and all accounting and
                administrative personnel, must be pre-cleared by our Chief Financial
                Officer. Accordingly, you should contact the Chief Financial Officer
                before you engage in any transaction in our stock. This requirement
                does
                not apply to stock option exercises, but would cover market sales
                of
                option stock.  ·
            You
                may not to make trades in our securities in the period commencing
                15 days
                prior to the end of each quarter and ending on the third business
                day
                after results for the quarter or the year, as the case may be, are
                publicly released (the “Blackout Period”). Our earning are released on the
                earlier of(i)
                the date on which released our earnings and filed a Form 8-K with
                the
                Securities and Exchange Commission which includes the earnings release
                or
                (ii) filed our Form 10-QSB or 10-KSB, as the case may be, with respect
                to
                the fiscal quarter or year. This limitation does not apply to transactions
                which are not within your control, provided that you have complied
                with
                applicable securities regulations relating to such
                transactions.  ·
            We
                may notify you of other Blackout Periods when
                necessary.  **Gathering
        Competitive Information**
  You
        may
        not accept, use or disclose the confidential information of our competitors.
        When obtaining competitive information, you must not violate our competitors’
rights. Particular care must be taken when dealing with competitors’ clients,
        ex-clients and ex-employees. Never ask for confidential or proprietary
        information. Never ask a person to violate a non-compete or non-disclosure
        agreement. If you are uncertain, please contact our Chief Financial Officer,
        who
        will contact our counsel if necessary.
  -3-
  **Sales:
        Defamation and Misrepresentation**
  Aggressive
        selling should not include misstatements, innuendo or rumors about our
        competition or their products and financial condition. Do not make unsupportable
        promises concerning Pharma-Bio Serv’s services.
  -4-