EXHIBIT
14.0





BROWNIE’S
MARINE GROUP, INC.





CODE
OF BUSINESS CONDUCT AND ETHICS





1.           Purpose.





The Board
of Directors (the “Board”) of BROWNIE’S MARINE GROUP, INC. (the “Company”) has
adopted the following Code of Business Conduct and Ethics (the “Code”) for all
directors, officers, and employees of the Company.  This Code is intended
to focus all such parties on areas of ethical risk, provide guidance to
directors and officers to help them recognize and deal with ethical issues,
provide mechanisms to report unethical conduct, and help foster a culture of
honesty and accountability.  Each director, officer, and employee must
comply with the letter and spirit of this Code.





No code
or policy can anticipate every situation that may arise.  Accordingly, this
Code is intended to serve as a source of guiding principles for directors,
officers, and employees. Directors, officers, and employees are encouraged to
bring questions about particular circumstances that may involve one or more of
the provisions of this Code to the attention of the Board which may consult with
inside or outside legal counsel as appropriate.





2.           Introduction.





Each
director, officer, and employee is expected to adhere to a high standard of
ethical conduct.  The good name of any corporation depends on the way it
conducts its business and the way the public perceives that conduct.
 Unethical actions, or the appearance of unethical actions, are not
acceptable.  Directors, officers, and employees are expected to be guided
by the following principles in carrying out their responsibilities:





•
            Loyalty.  No
      director, officer, or employee should be, or appear to be, subject to
      influences, interests or relationships that conflict with the best
      interests of the Company.





•
            Compliance with Applicable
      Laws.  The Company, its directors, officers, and its employees
      are expected to comply with laws and regulations applicable to the
      Company’s activities.





•
            Observance of Ethical
      Standards.  In the conduct of their duties, each director,
      officer, and employee must adhere to high ethical standards. These include
      honesty and fairness.





3.           Conflict
of Interest.





Directors,
officers, and employees must avoid any conflicts of interest between the
director, officer, or employee, as the case may be, and the Company.  Any
situation that involves, or may involve, a conflict of interest with the
Company, should be disclosed promptly to the Board, which may consult with
inside or outside legal counsel as appropriate.








A
“conflict of interest” can occur when a director’s, officer’s, or employee's
personal interest is adverse to – or may appear to be adverse to – the interests
of the Company as a whole.  Conflicts of interest also arise when a
director, an officer, an employee, or a member of his or her immediate family,
receives improper personal benefits as a result of his or her position with the
Company.  For purposes of this Code, “immediate family” includes a person’s
spouse, parents, children, siblings, mothers and fathers-in-law, sons and
daughters-in-law, brothers and sisters-in-law and anyone (other than employees)
who share such person’s home.





This Code
does not attempt to describe all possible conflicts of interest which could
develop.  Some of the more common conflicts from which directors must
refrain, however, are set out below.





•
            Improper conduct and
      activities.  Directors, officers, and employees may not engage
      in any conduct or activities that are inconsistent with the Company’s best
      interests or that disrupt or impair the Company’s relationship with any
      person or entity with which the Company has or proposes to enter into a
      business or contractual
relationship.





•
            Compensation from non-Company
      sources.  Directors, officers, and employees may not accept
      compensation (in any form) for services performed for the Company from any
      source other than the Company.





•
            Gifts.  Directors,
      officers, employees, and members of their immediate families may not
      accept gifts from persons or entities where any such gift is being made in
      order to influence the director’s, officer’s, or employee's actions, or
      where acceptance of the gifts could create the appearance of a conflict of
      interest.





•
            Personal use of Company
      assets.  Directors, officers, and employees may not use
      Company assets, labor or information for personal use unless approved by
      the Board or as part of a compensation or expense reimbursement
      program.





4.           Corporate
Opportunities.





Directors,
officers, and employees are prohibited from:  (a) taking for themselves
personally opportunities related to the Company’s business; (b) using the
Company’s property, information, or position for personal gain; or (c) competing
with the Company for business opportunities, provided, however, if the
Company’s disinterested directors determine that the Company will not pursue an
opportunity that relates to the Company’s business, after disclosure of all
material facts by the director seeking to pursue the opportunity, the director
may do so.





5.           Confidentiality.





Directors,
officers, and employees should maintain the confidentiality of information
entrusted to them by the Company and any other confidential information about
the Company, its business, customers or suppliers that comes to them, from
whatever source, in their capacity as a director, officer, or employee, as the
case may be, except when disclosure is authorized or legally mandated.  For
purposes of this Code, “confidential information” includes all non-public
information relating to the Company, its business, customers or
suppliers.


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6.           Compliance
with Laws, Rules and Regulations; Fair Dealing.





Directors,
officers, and employees shall comply, and shall oversee policies designed to
promote compliance, with all laws, rules and regulations applicable to the
Company, including, but not limited to, federal and state securities laws,
rules, and regulations, and the rules and regulations of the American Stock
Exchange.





Directors,
officers, and employees shall endeavor to insure that the Company's public
disclosure communications, including filings with the Securities and Exchange
Commission, are full, fair, accurate, timely, and understandable, and shall, to
the extent part of their job responsibilities, maintain familiarity with the
disclosure requirements applicable to the Company.  Said parties are
prohibited from knowingly misrepresenting, omitting, or causing others to
misrepresent or omit material facts about the Company to others, whether within
or outside the Company.





Directors
and officers shall oversee policies designed to promote ethical dealing by
employees and officers with the Company’s customers, suppliers, competitors and
employees.





7.           Encouraging
the Reporting of Illegal or Unethical Behavior.





Directors,
officers, and employees should promote honest and ethical behavior and encourage
an environment in which the Company:  (a) encourages employees to talk to
supervisors, managers and other appropriate personnel when in doubt about the
best course of action in a particular situation; (b) encourages employees to
report violations of laws, rules, or regulations to appropriate personnel; and
(c) informs employees that the Company will not allow retaliation for reports
made in good faith.





8.           Conclusion.





Directors,
officers, and employees should communicate any suspected violations of this Code
promptly to the Board.  Violations will be investigated by the Board or by
a person or persons designated by the Board and appropriate action will be taken
in the event of any violations of the Code.


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