EXHIBIT 14

                         Mass Megawatts Wind Power, Inc.
                       Code of Business Conduct and Ethics


INTRODUCTION

Mass  Megawatts  Wind Power, Inc. ("the Company") is committed to maximizing the
value  of  our  stockholders'  investment  in  the Company, while conducting our
business  in  a  manner  that is socially responsible and in compliance with the
laws  and  regulations  that  apply  to  our  business.  Therefore, this Code of
Business Conduct and Ethics (the "Code") has been adopted by our Company's Board
of Directors and summarizes the standards that must guide our actions. In short,
these  standards are designed to deter wrongdoing and promote the following: (i)
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts  of  interest  between  personal  and professional relationships; (ii)
full,  fair,  accurate,  timely,  and  understandable  disclosure in reports and
documents  that  the  Company  files  with,  or  submits  to, the Securities and
Exchange  Commission  (the "SEC") and in other public communications made by the
Company;  (iii)  compliance  with  applicable  governmental  laws,  rules  and
regulations;  (iv)  the  prompt  internal  reporting to an appropriate person or
persons  identified  herein  regarding  violations  of  this  Code;  and  (v)
accountability for adherence to this Code. The directors, officers and employees
of  the  Company are responsible for their individual actions and for compliance
with the policies set forth in this Code. Each director, officer and employee of
the  Company  is  required  to  read  and follow the Code as a condition of such
person's  position  with the Company. Please be advised that this Code is not an
employment  contract  of any form and does not in any manner amend or modify the
terms  and  conditions  of  your  employment  with  the  Company.

HONEST  AND  ETHICAL  CONDUCT

The  Company requires its directors, officers and employees to discharge each of
their  respective  responsibilities  in  accordance with the law and the highest
standards  of business ethics. If at any time a director, officer or employee is
uncertain  regarding  the validity or legitimacy of a proposed course of action,
the  application  of  a  law or regulation, or the applicability of the policies
described  in  this  Code,  such  person  should  contact  the corporate office.

REPORTING  PROCEDURES

     OBLIGATION  TO  REPORT - If any director, officer or employee believes that
     actions  have taken place, may be taking place, or are about to take place,
     that  violate or would violate the Code, such person is obligated to report
     the  matter  to  the  Company.  Each  of us is encouraged to consult with a
     supervisor,  human  resources  representative,  company  lawyer,  financial
     controller,  manager  or  other  employee  you  trust  regarding  questions
     relating  to  this  Code.

     NO  RETALIATION  -  The  Company  will  keep  the identity of the director,
     officer  or employee making the report confidential. If a director, officer
     or  employee  reports in good faith a suspected violation of this Code, the
     individual  making  the  report or providing information regarding the same
     will not be subject to discipline or other retaliatory action for doing so.
     Any director, officer or employee of the Company who engages in retaliatory
     actions  will  be subject to disciplinary action, including the possibility
     of  termination.

     CONSEQUENCES  FOR  VIOLATION - Any person in violation of this Code will be
     subject  to  discipline,  including possible termination. Additionally, the
     Company  may have a legal obligation to bring violations of the Code to the
     attention  of  appropriate  enforcement authorities (as some violations are
     also violations of the law). In such cases, civil or criminal penalties may
     also  be  imposed.

FAIR  DEALING

The  directors,  officers  and  employees  of  the Company must endeavor to deal
fairly  and in good faith with fellow directors, officers, employees, customers,
suppliers,  competitors,  visitors,  neighbors  in  the  communities in which we
operate  and  any  others with whom we come in contact as representatives of the
Company.  The  directors,  officers  and  employees of the Company must not take
unfair  advantage  of  anyone  through  manipulation,  concealment,  abuse  of
privileged or confidential information, intentional misrepresentations of facts,
fraudulent  behavior  or  any  other  unfair  practice.


<PAGE>
COMPLIANCE  WITH  LAWS,  RULES,  AND  REGULATIONS

The  Company  takes a proactive stance on compliance with applicable laws, rules
and  regulations  of federal, state, provincial and local governments, and other
appropriate  private  and  public  regulatory agencies. Accordingly, the Company
requires  its  directors, officers and employees to comply with applicable laws,
rules  and  regulations,  including  insider trading and antitrust laws, each of
which  are  discussed  elsewhere  in  this  Code.  The Company also requires its
directors,  officers  and  employees  to  comply  with  the  following:

     PROHIBITION  ON  FRAUD  -  The  Company  strictly  prohibits any fraudulent
     activity,  including any act that constitutes cheating, stealing, deceiving
     or  lying. The directors, officers and employees of the Company must act in
     good  faith,  responsibly, with due care, competence and diligence, without
     intentionally  representing  facts  or  allowing independent judgment to be
     subordinated.

     EQUAL  OPPORTUNITY - It is the policy of the Company to operate under sound
     and  legal  personnel  policies. The Company's objective is to be equitable
     and  fair  in the treatment of all directors, officers and employees in all
     situations.  This  includes,  but is not limited to, the following: (i) the
     selection  and  placement  of  any individual is based on that individual's
     qualifications, without regard to race, religion, national origin, sex, age
     or  disability; and (ii) compensating individuals in accordance with an his
     or  her  contribution  to  the  Company,  without regard to race, religion,
     national  origin,  sex,  age  or  disability.

     HARASSMENT-FREE  WORKPLACE  -  The directors, officers and employees of the
     Company  must  maintain  an  environment  that  is  free  of  any  form  of
     discrimination  or  harassment.  All  employment-related  decisions must be
     based  on  the  needs  of the business, individual qualifications, ability,
     contribution  and  demonstrated  performance.

     CONFIDENTIAL  INFORMATION  REGARDING DIRECTORS, OFFICERS AND EMPLOYEES - In
     conducting  business, it is necessary to collect, maintain and use personal
     information  about  directors,  officers  and  employees.  Only job-related
     information  and  personal  information  related  to business, benefits and
     legal  purposes  will be collected and maintained. This information will be
     maintained  on  a strictly confidential basis. The use or disclosure of any
     of  this  information  is  limited  to required business or legal purposes.

GIFTS  AND  BRIBES

It is contrary to the Company policy and the laws of the United States to offer,
solicit,  give  or  accept  bribes or kickbacks, or transfer or receive money or
anything of value which could improperly influence one's conduct.  Punishment is
particularly  severe for improper payments involving government officials in the
United  States  or  abroad. However, occasional business meals, social events or
souvenirs  of nominal value may be appropriate if reasonably limited in cost and
frequency.  Specific  rules  and  prohibitions  apply to business conducted with
government  agencies.  Special  care must be taken to understand and comply with
these  rules.  Do not hesitate to contact the Company or, if available, the Help
Source  if  you  have  a  question  or  encounter  a  troubling  situation.

CONFLICTS  OF  INTEREST

The  directors,  officers and employees of the Company have a duty of loyalty to
the  Company  and  must  act  in  the  best interests of the Company. Therefore,
directors,  officers and employees shall not engage in activities that give rise
to  a  conflict  of  interest  or even the appearance of a conflict of interest,
without  the  approval  of  the General Counsel. A "conflict of interest" exists
when  a  director's, officer's or employees private interest would reasonably be
expected  to  interfere,  or even appear to interfere, with the interests of the
Company as a whole. In dealing with customers, suppliers, rivals or competitors,
we  must not engage in activities that may make it difficult to perform our work
objectively  and  effectively  or,  directly or indirectly, cast doubt or create
even  the  appearance  that  we  cannot  act  with  complete  objectivity.


<PAGE>
Conflicts of interest may include, but are not limited to, the following:

1)   Receiving improper personal benefits for an individual or such individual's
     family  as  a  result  of  one's  position  at  the  Company;

2)   Holding  an  ownership  interest (other than a nominal amount of stock in a
     publicly-traded  company)  in  any  supplier, customer or competitor of the
     Company;

3)   Loaning  money to, or borrowing money from, individuals or concerns that do
     business  with  or compete with the Company, except transactions with banks
     or  other  financial  institutions  in  accordance  with  normal  business
     practices;

4)   Engaging  in  any  outside  business  activity that is competitive with the
     Company's  business;

5)   Receiving any gifts, gratuities, or excessive entertainment fees or payment
     from  any  party  with  which the Company has business dealings, except for
     commonly  distributed  items  of  nominal  value  that conform to customary
     industry  practices.  Any  gifts  that  are  not  of  nominal value must be
     returned  immediately  and reported to a supervisor. If an immediate return
     is  not  practical,  the  item  or items should be given to the Company for
     charitable  disposition;

6)   Accepting  outside  employment  that  adversely  affects one's work for the
     Company;

7)   Serving  on a board of directors of any customer, supplier or competitor of
     the  Company,  unless  such  service has been disclosed and approved by the
     Board  of  Directors;

8)   Using  for  personal  gain  or  for  the  benefit  of  others, confidential
     information  obtained  during  one's  affiliation  with  the  Company.

The  directors,  officers and employees of the Company are encouraged to discuss
any  questions  regarding a transaction or relationship that could reasonably be
expected  to  give  rise to a conflict. The directors, officers and employees of
the  Company  must  fully  disclose  the  nature  of  any  proposed  conduct  or
transaction  that  involves  or  could involve a conflict of interest and obtain
approval  before  any  action  is  undertaken.  It is the responsibility of each
director,  officer  and  employee  of the Company to disclose to the Company all
personal interests or circumstances that might constitute a conflict of interest
as  soon  as  the  circumstances  arise.  Some  conflicts  of interest may arise
innocently because of circumstances alone, without deliberate action on the part
of  an  individual.  If  one  finds  himself or herself in such a position, such
person  must  immediately  notify  the  Company  for  guidance.

PROTECTION AND PROPER USE OF COMPANY ASSETS

The  assets  of  the  Company,  such  as information, materials, supplies, time,
intellectual  property, software, hardware and facilities, among other property,
are  valuable  resources owned, licensed, or otherwise belonging to the Company.
The  directors,  officers  and  employees  are  responsible for safeguarding the
company  assets.  The  assets  of  the  Company must only be used for legitimate
business  purposes.  The  personal  use  of company assets without permission is
prohibited.  A  director, officer or employee that becomes aware of the theft or
misuse of company assets must report the matter to the Company or, if available,
the  Help  Source.

The  Company  realizes  that  sometimes  the  line  between personal and company
benefit  is  difficult  to  determine.  The only prudent course of conduct is to
ensure  that  any use of company property or services that is not solely for the
benefit  of  the  Company  is  approved  beforehand  by  the Board of Directors.

CORPORATE  OPPORTUNITIES

The  directors,  officers and employees owe a duty to the Company to advance the
company's  interests  when  the  opportunity  arises.  Accordingly, no director,
officer  or employee may: (i) take for himself or herself opportunities that are
discovered through the use of corporate property or information or such person's
position; (ii) use corporate property, information or such person's position for
personal  gain;  or  (iii)  compete,  directly  or indirectly, with the Company.


<PAGE>
INTELLECTUAL  PROPERTY

The  Company's  intellectual  property includes inventions, improvements, ideas,
information, software, models and programs, together with the related materials,
documentation,  patents,  trademarks, copyrights and other rights that accompany
them.  The  Company's intellectual property rights are extremely valuable to the
company.  While  the  Company  sometimes  allows  others  to purchase or use its
intellectual  property  through  formal  agreements, the directors, officers and
employees  must recognize and report the unauthorized use of our business assets
by  other.

It  is  also  the  policy of the Company to respect the intellectual property of
others.  The  Company  prohibits  the  infringement  of  patents,  copyrights,
trademarks,  computer  software,  protected  writings, products or processes and
similar  business  property  rights  of  others.  We  do  not  copy  or  use the
intellectual  property  of  others  without  proper prior written authorization.

CONFIDENTIALITY

The  directors,  officers  and  employees  must  maintain the confidentiality of
information  entrusted to them by the Company, its business partners, suppliers,
customers  or others related to the Company's business except when disclosure is
authorized  or legally mandated. Confidential information is information that is
not  generally  known  to the public or our competitors. The directors, officers
and  employees  of the Company must not use confidential information acquired in
the  course  of  business  for  personal  advantage.

POLITICAL  ACTIVITIES  AND  CONTRIBUTIONS

The  Company  prohibits  its  directors, officers and employees from using their
time  at  work  for political activities. Any director, officer or employee that
has  any  questions  about what is proper should consult with the Company before
engaging in any activity that could be construed as involving the Company in any
political  activity,  including any monetary contributions at the federal, state
or  local  level  or  in  any  foreign  countries.  The  directors, officers and
employees must distinguish their personal views from those of the Company unless
specifically  authorized  by  the  Company  to  speak  on  its  behalf.

ACCOUNTING  PRACTICES

It  is  the  policy  of  the  Company to fully and fairly disclose the financial
condition  of  the  Company in compliance with applicable accounting principles,
laws, rules and regulations. The books and records of must be kept in such a way
as  to fully and fairly reflect all Company transactions.  It is also the policy
of the Company to cooperate fully with the internal and external auditors and to
disclose  to  them  all  required information on a timely, complete and accurate
basis  so  that  they  can  ensure  compliance  with  these  principles.

ANTITRUST  AND  FAIR  TRADE

Governments  have  established  antitrust  and  fair  trade  laws to protect and
promote  competition.  The  most  serious  infractions usually involve collusion
among  competitors.  In  some  countries, violations of these laws can result in
criminal  penalties.  Whenever  legitimate  contact  with  competitors  is
contemplated,  you  should  seek  advice  from  the  Company  before proceeding.

The  Company  prohibits  directors,  officers  and  employees  from working with
competitors  to fix prices or to allocate markets or customers. The Company also
prohibits  attempts to control the prices at which the Company's distributors or
other  customers  resell  the  Company's  products or services, or to agree with
another  person  or  business  not  to  do business with a third party. The best
approach is to limit contact with competitors and, when contact is necessary, to
avoid  discussions about prices or any of the prohibited activities listed here.

PUBLIC DISCLOSURE, INSIDE INFORMATION AND COMPANY STOCK TRADING

Mass  Megawatts  Wind  Power,  Inc.  stock  is publicly traded on the NASDAQ.OB.
Therefore,  there  are  specific  rules  regarding trading and the disclosure of
information,  which  must  be observed by all directors, officers and employees.
The  directors,  officers  and  employees  must  strive  to  ensure  full, fair,
accurate,  timely and understandable disclosure in reports that we file with the
SEC  and  in  other  public  communications.


<PAGE>
Applicable  law  also  regulates the manner in which the directors, officers and
employees  use  and  disclose  inside  information, which primarily includes any
material  information  about  the Company that could affect the market price and
investor  decisions  about  our  stock.  Certain individuals will have access to
inside  information  about  the  Company,  including  financial  performance,
negotiations  about acquisitions or divestitures or major R&D and the like. Such
inside  information  must  be  held  in  strict  confidence,  except when we are
authorized  or  otherwise  legally  obligated  to  disclose  the  information.

CONCLUSION

This  Code  cannot  and is not intended to cover every applicable law or provide
answers  to  all the questions that may arise. The Code is intended to alert our
directors,  officers and employees to potential problem situations and provide a
better  understanding  of what is expected of us in our business conduct. If you
have any questions about the principles covered in this Code, please contact the
General  Counsel.


<PAGE>