EXHIBIT
        14.1





**Code
      of Conduct and Ethics**





INTRODUCTION





Since
      its
      founding, Aurora Oil & Gas Corporation (the “Company”) has maintained a
      strong reputation for honesty, integrity and ethical conduct. To protect this
      reputation and to promote compliance with applicable laws, rules and
      regulations, this Code of Conduct and Ethics (this “Code”) has been adopted by
      the Company’s Board of Directors (the “Board”).





This
      Code
      sets out the basic standards of ethics and conduct to which all of our
      directors, officers and employees are and shall be held. These standards are
      designed to deter wrongdoing and to promote honest and ethical conduct, but
      will
      not cover all situations. If you have any concerns as to the propriety of a
      particular action or potential violation of the Code, you should submit it
      in
      writing to our President, who will review the action or potential violation
      and
      take appropriate action in accordance with this Code, our other corporate
      policies and applicable law. In the alternative, if in any case your concern
      relates to the conduct of the President, you should submit it in writing to
      the
      Chairperson of the Corporate Governance Committee of the Board of Directors,
      whose name and contact information is shown at the end of this Code. As noted
      in
      Section 11 below, the Company’s policy is to maintain the confidentiality of
      reports pursuant to this Code and to strictly forbid actual or threatened
      retaliation, harassment or discrimination due to reports of misconduct made
      in
      good faith.





Those
      who
      violate the standards set out in this Code will be subject to disciplinary
      action including, without limitation, possible termination of employment or
      other relationship with the Company.





1.  SCOPE .
      The
      persons subject to this Code are all directors, officers and employees of the
      Company.




2.  HONEST
      AND ETHICAL CONDUCT .
      We
      require honest and ethical conduct from all persons subject to this Code. You
      have a responsibility to the Company (and its directors, officers and
      employees), in the course of your duties and responsibilities, to act in good
      faith and with due care, competence and diligence, and to conduct yourself
      in a
      manner that meets the highest ethical and legal standards. Our reputation
      depends greatly upon your ethical and legal conduct.




3.  COMPLIANCE
      WITH LAWS, RULES AND REGULATIONS .
      You are
      required to comply with all applicable laws and governmental rules and
      regulations. Obeying the law, both in letter and in spirit, is the foundation
      on
      which our Company’s ethical standards are built. If you have questions regarding
      either the applicability of, or the conduct required to comply with any law,
      rule or regulation, you are encouraged to seek advice from the Chairperson
      of
      the Corporate Governance Committee.




4.  CONFLICTS
      OF INTEREST .
      You
      must handle any actual or apparent conflict of interest between your personal
      and business relationships in an honest and ethical manner. Conflicts of
      interest are prohibited by the Company as a matter of policy. A “conflict of
      interest” exists when a person’s private interest interferes or conflicts with
      the interests of the Company. This encompasses both direct and indirect
      conflicts, potential conflicts and situations that could be construed as having
      an appearance of impropriety. For example, a conflict situation arises if you
      take actions or have interests that interfere with your ability to perform
      your
      duties and responsibilities to the Company fairly and in the best interests
      of
      the Company. Conflicts of interest may arise if you or a member of your family
      receives an improper personal benefit as a result of your position with the
      Company. Loans to or guarantees of the obligations of you or your family members
      by the Company or by persons doing business with the Company, are of special
      concern to us and must be disclosed in writing to the Chairperson of the
      Corporate Governance Committee.







If
      you
      become aware of any transaction or relationship that reasonably could be
      expected to give rise to a conflict of interest, or if you have a question
      regarding a situation that may give rise to a conflict of interest, you should
      report it to or consult with the Chairperson of the Corporate Governance
      Committee.





Certain
      kinds of transactions or relationships may raise issues of conflict of interest,
      but are not necessarily improper or adverse to the Company’s best interests. The
      following standards apply to certain common situations where potential conflicts
      of interest may arise:





(a)  GIFTS
      AND ENTERTAINMENT .
      Personal gifts and entertainment offered by persons doing business with the
      Company may be accepted when offered in the ordinary and normal course of the
      business relationship. However, the frequency and cost of any such gifts or
      entertainment may not be so excessive that your ability to exercise independent
      judgment on behalf of the Company is or may appear to be compromised or may
      have
      the potential to influence how you engage in or conduct business relations
      with
      a particular customer, vendor or competitor.





The
      Foreign Corrupt Practices Act, for example, makes it unlawful for the Company
      or
      its employees to make a payment or give a gift to a foreign government official,
      political party, candidate or public international organization for purposes
      of
      obtaining or retaining business. A violation occurs when a payment is made
      or
      promised to be made to a foreign official while knowing that the payment will
      be
      used to unlawfully obtain or maintain business or direct business to anyone
      else. Other laws that may have an impact on the Company’s policy regarding gifts
      and entertainment include, but are not limited to, the International Traffic
      in
      Arms Regulations, the Arms Export Control Act and the Federal Anti-Kickback
      Act.





If
      you
      are not certain whether a gift or entertainment offered to you would be an
      improper personal benefit, you should not accept it before disclosing it to
      the
      Company’s President and before you have received verification from the President
      that the offered gift or entertainment would not be improper, based upon the
      standards set forth in this Code. We do not require the reporting of any gifts
      that, valued individually, or in the aggregate over a three-month period, do
      not
      exceed $100, in value.





(b)  FINANCIAL
      INTERESTS IN OTHER ORGANIZATIONS .
      The
      determination of whether any outside investment, financial arrangement or other
      interest in another organization is improper depends on the facts and
      circumstances of each case. Your ownership of an interest in another
      organization may be inappropriate if the other organization has a material
      business relationship with, or is a direct competitor of, our Company and your
      financial interest is of such a size that your ability to exercise independent
      judgment on behalf of the Company is or may appear to be compromised. As a
      general rule, a passive investment would not likely be considered improper
      if
      it: (1) is in publicly traded shares; and (2) represents less than 1% of the
      outstanding equity of the organization in question. If you are not certain
      whether any investment, financial arrangement or interest in another
      organization would be inappropriate, the details of your investment, financial
      arrangement or interest must be fully disclosed to the Company’s President, who
      will make a determination whether it is inappropriate, based upon the standards
      set forth in this Code and/or any other applicable rule or
      regulation.




(c)  OUTSIDE
      BUSINESS ACTIVITIES .
      The
      determination of whether any outside position you may hold is improper will
      depend on the facts and circumstances of each case. Your involvement in trade
      associations, professional societies, and charitable and similar organizations
      will not normally be viewed as improper. However, if those activities are likely
      to take substantial time from or otherwise conflict with your duties and
      responsibilities to the Company, you should obtain prior approval from your
      department head, the President or the Board of Directors. Other outside
      associations or activities in which you may be involved are likely to be viewed
      as improper only if they would interfere with your ability to devote proper
      time
      and attention to your responsibilities to the Company or if your involvement
      is
      with another company with which the Company does business or competes. If you
      are also a director of the Company, any affiliation with a company with which
      the Company does business or competes would be improper unless fully disclosed
      to and approved by the Board of Directors.







(d)  SHORT
      SALES OF STOCK .
      It is
      our policy to prohibit the short sale of the Company’s stock by any person who
      is subject to this Code. It is important that our directors, officers and
      employees do not receive any financial benefit if our stock value
      drops.




(e)  INDIRECT
      VIOLATIONS .
      You
      should not indirectly, through a spouse, family member, affiliate, friend,
      partner or associate, have any interest or engage in any activity that would
      violate this Code if you directly had the interest or engaged in the activity.
      Any such relationship should be fully disclosed to the Company’s President, who
      will make a determination whether the relationship is inappropriate, based
      upon
      the standard set forth in this Code and applicable laws, rules and
      regulations.





5.  CORPORATE
      OPPORTUNITIES .
      You are
      prohibited from taking for yourself, personally, opportunities that are
      discovered through the use of corporate property, information or position.
      You
      may not use corporate property, information or position for personal gain,
      or to
      compete with the Company, directly or indirectly. You owe a duty to the Company
      to advance its legitimate interests whenever the opportunity to do so
      arises.





A
      diversion of a corporate opportunity or competition with the Company that is
      improper may not always be obvious, so if you have a question, you should
      consult with the Company’s President. Certain kinds of transactions or
      relationships may raise issues, but are not necessarily improper or adverse
      to
      our best interests. If you are not certain whether an opportunity or activity
      would be improper, you should not pursue it before disclosing it to the
      Company’s President, who will make a determination whether the opportunity or
      activity is inappropriate, based upon the standards set forth in this Code
      and
      applicable laws, rules and regulations.





6.  FAIR
      DEALING .
      You
      should endeavor to deal fairly with our vendors, customers, competitors and
      employees and with other persons with whom we do business. You should not take
      unfair advantage of anyone through manipulation, concealment, abuse of
      privileged information, misrepresentation of material facts or any other
      practice of unfair dealing.




7.  PUBLIC
      DISCLOSURES .
      It is
      our policy to provide full, fair, accurate, timely and understandable disclosure
      in all reports and documents that we file with or submit to the Securities
      and
      Exchange Commission (“SEC”), and in all other public communications made by the
      Company. You should strictly adhere to this policy in connection with your
      activities relating to, or in connection with, our SEC filings and other public
      communications.




8.  CONFIDENTIALITY .
      You
      should maintain the confidentiality of all confidential information (whether
      or
      not relating to the Company) entrusted to you by the Company or by persons
      with
      whom we do business, except when disclosure is expressly authorized or legally
      mandated. Confidential information includes, without limitation, all non-public
      information that, if disclosed, might be of use to our competitors or harmful
      to
      our Company or persons with whom we do business.




9.  INSIDER
      TRADING .
      If you
      have access to material, non-public information concerning our Company, you
      are
      not permitted to use or share that information for stock trading purposes,
      or
      for any other purpose except the conduct of our Company’s business. All
      non-public information about our Company should be considered confidential
      information. Insider trading, which is the use of material, non-public
      information for personal financial benefit or to “tip” others who might make an
      investment decision on the basis of this information, is not only unethical,
      but
      also illegal. We have adopted an Insider Trading Policy that sets up procedures
      for trading in the Company’s stock by all insiders. The prohibition on insider
      trading applies not only to our Company’s securities, but also to securities of
      other companies if you learn of material non-public information about these
      companies in the course of your duties to the Company. Violations of this
      prohibition against “insider trading” may subject you to criminal or civil
      liability in addition to disciplinary action by our Company.







10.  WAIVERS
      OF THE CODE OF BUSINESS CONDUCT AND ETHICS .
      If you
      are uncertain whether a particular activity or relationship is improper under
      this Code or requires a waiver of this Code, you should disclose it to the
      Company’s President who will make a determination whether a waiver of this Code
      is required and, if required, whether a waiver will be granted. You may be
      required to agree to conditions before a waiver or a continuing waiver is
      granted. However, any waiver of this Code for our chief executive officer,
      chief
      financial officer, principal accounting officer, controller or any director
      may
      be made only by the Board of Directors. In addition, any waiver or implicit
      waiver of this Code for our chief executive officer, chief financial officer,
      principal accounting officer, controller or any director, must be promptly
      disclosed by the Company to the extent required by applicable law, rule or
      regulation.




11.  REPORTING
      ANY ILLEGAL OR UNETHICAL BEHAVIOR .
      Our
      Company desires to promote ethical behavior. You are encouraged to talk to
      supervisors, managers or other appropriate personnel when in doubt about the
      best course of action in a particular situation. Additionally, you should
      promptly report violations of laws, rules, regulations or this Code to the
      Company’s President. In the alternative, if in any case your concern relates to
      the conduct of the President, you should submit it in writing to the Chairperson
      of the Corporate Governance Committee of the Board of Directors, whose name
      and
      contact information is shown at the end of this Code. Any report or allegation
      of a violation of applicable laws, rules, regulations or this Code will be
      kept
      confidential. All reports of violations of this Code, will be promptly
      investigated, and if found to be accurate, acted upon in a timely manner. If
      any
      report of wrongdoing relates to accounting or financial reporting matters,
      or
      relates to persons involved in the development or implementation of our system
      of internal controls, a copy of the report should be promptly provided to the
      Chairperson of the Audit Committee, which will oversee the investigation and
      resolution of the matter. The Company strictly forbids actual or threatened
      retaliation, harassment or discrimination due to reports of misconduct made
      in
      good faith. Each of us in the Company is expected to cooperate with any internal
      investigations of misconduct.




12.  COMPLIANCE
      STANDARDS AND PROCEDURES .
      This
      Code is intended to be a statement of basic principles and standards and does
      not include specific rules that apply to every situation. Its contents must
      be
      viewed within the framework of the Company’s other policies, practices,
      instructions and the requirements of applicable laws, rules and regulations.
      Moreover, the absence of a specific corporate policy, practice or instruction
      covering a particular situation does not relieve you of the responsibility
      for
      exercising the highest ethical standards applicable to the circumstances.





Since
      this Code does not anticipate every situation that will arise, it is important
      that each of you approach a new question or problem in a deliberate fashion
      as
      follows:





(a)
            Determine
                the facts.




(b)
            Determine
                what is the specific conduct or action in question.




(c)
            Clarify
                your responsibilities and role.




(d)
            Seek
                guidance before taking any action that you believe may or could be
                unethical or dishonest.





You
      will
      be governed by the following compliance standards:





•
            You
                are personally responsible for your own conduct and for complying
                with all
                provisions of this Code and for properly reporting known or suspected
                violations of this Code;











•
            You
                must use your best efforts to ensure that employees under your supervision
                or who report to you understand and comply with this Code (even though
                it
                may not be directly applicable to them);




•
            No
                one has the authority or right to order, request, or even influence
                you to
                violate this Code or any applicable law, rule or regulation; a request
                or
                order from another person will not be an excuse if you violate this
                Code;




•
            Any
                attempt by you to induce another director, officer or employee of
                the
                Company to violate this Code, whether successful or not, is a violation
                of
                this Code and may be a violation of law;




•
            Any
                retaliation or threat of retaliation against any director, officer
                or
                employee of the Company for refusing to violate this Code, or for
                reporting in good faith the violation or suspected violation of this
                Code,
                is a violation of this Code and may be a violation of law; and




•
            Every
                reported violation of this Code that is credible will be investigated.





Violation
      of any of the standards contained in this Code, or in any other policy, practice
      or instruction of our Company, can result in disciplinary action including,
      without limitation, dismissal and civil or criminal action against the violator.
      This Code should not be construed as a contract of employment and does not
      change any person’s status as employee, whether “at will” or otherwise.





This
      Code
      is for the benefit of the Company and no other person is entitled to enforce
      this Code. This Code does not and should not be construed to create any private
      cause of action or remedy for any other person.





This
      Code, as it may be amended from time to time, will be made available on the
      Company’s website and will be filed with the SEC on Form 8-K.





The
      names, addresses, telephone numbers, facsimile numbers and e-mail addresses
      of
      the President, Chairperson of our Corporate Governance Committee, and
      Chairperson of our Audit Committee are set forth below:





**President:**


Mr.
      John
      E. McDevitt


Aurora
      Oil & Gas Corporation


4110
      Copper Ridge Drive, Suite 100


Traverse
      City, MI 49684


Phone:  231-941-0073


Fax:  231-933-0757


E-mail:  jmcdevitt@auroraogc.com





**Chairperson,
      Corporate Governance Committee:**


Earl
      V.
      Young


c/o
      Aurora Oil & Gas Corporation


4110
      Copper Ridge Drive, Suite 100


Traverse
      City, MI 49684


Phone:  231-941-0073


Fax:  231-933-0757


E-mail:  earlyoung@sbcglobal.net







**Chairperson,
      Audit Committee:**


Wayne
      G.
      Schaeffer


c/o
      Aurora Oil & Gas Corporation


4110
      Copper Ridge Drive, Suite 100


Traverse
      City, MI 49684


Phone:  231-941-0073


Fax:  231-933-0757


E-mail:  wgschaeffer@yahoo.com





*Adopted
      by the Board of Directors on February 10, 2006, updated February 1,
      2008.*