Exhibit 14.2
                       ENGLOBAL CORPORATION CODE OF ETHICS
                      FOR CEO AND SENIOR FINANCIAL OFFICERS


     ENGlobal Corporation (the "Corporation") has a Code of Business Conduct and
Ethics applicable to all directors and employees of the Corporation. The CEO and
all senior financial officers, including the CFO and principal accounting
officer, are bound by the provisions set forth therein relating to ethical
conduct, conflicts of interest and compliance with law. In addition to the Code
of Business Conduct and Ethics, the CEO and senior financial officers are
subject to the following additional specific policies:

     1. The CEO and all senior financial officers are responsible for full,
fair, accurate, timely and understandable disclosure in the periodic reports
required to be filed by the Corporation with the SEC. Accordingly, it is the
responsibility of the CEO and each senior financial officer promptly to bring to
the attention of the Audit Committee any material information of which he or she
may become aware that affects the disclosures made by the Corporation in its
public filings.

     2. The CEO and each senior financial officer shall promptly bring to the
attention of the Audit Committee any information he or she may have concerning
(a) significant deficiencies in the design or operation of internal controls
which could adversely affect the Corporation's ability to record, process,
summarize and report financial data or (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
Corporation's financial reporting, disclosures or internal controls.

     3. The CEO and each senior financial officer shall promptly bring to the
attention of the CEO and to the Audit Committee any information he or she may
have concerning any violation of the Corporation's Code of Business Conduct and
Ethics, including any actual or apparent conflicts of interest between personal
and professional relationships, involving any management or other employees who
have a significant role in the Corporation's financial reporting, disclosures or
internal controls.

     4. The CEO and each senior financial officer shall promptly bring to the
attention of the CEO and to the Audit Committee any information he or she may
have concerning evidence of a material violation of the securities or other
laws, rules or regulations applicable to the Corporation and the operation of
its business, by the Corporation or any agent thereof, or of violation of the
Code of Business Conduct and Ethics or of these additional procedures.

     5. The Board of Directors shall determine, or designate appropriate persons
to determine, appropriate actions to be taken in the event of violations of the
Code of Business Conduct and Ethics or of these additional procedures by the CEO
and the Corporation's senior financial officers. Such actions shall be
reasonably designed to deter wrongdoing and to promote accountability for
adherence to the Code of Business Conduct and Ethics and to these additional
procedures, and shall include written notices to the individual involved that
the Board has determined that there has been a violation, censure by the Board,
demotion or re-assignment of the individual involved, suspension with or without
pay or benefits (as determined by the Board) and termination of the individual's
employment. In determining what action is appropriate in a particular case, the
Board of Directors or such designee shall take into account all relevant
information, including the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether the violation
appears to have been intentional or inadvertent, whether the individual in
question had been advised prior to the violation as to the proper course of
action and whether or not the individual in question had committed other
violations in the past.

                                Ratified by Resolution of the Board of Directors
                                                                   June 18, 2009