Exhibit 14.1

                                     [LOGO]

                      SAFETY COMPONENTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                                 Code of Ethics
                                       and
                                Business Conduct

                                 (Policy Guide)

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TO:       All Employees of Safety Components International, Inc. ("SCI") and its
          Subsidiaries

SUBJECT:  Code of Ethics and Business Conduct Policy Guide

            Attached is SCI's Corporate Code of Ethics and Business Conduct
("Policy Guide"). SCI has created this Policy Guide to assist its employees in
complying with all laws, regulations and standards of conduct that apply to the
Company or its products. Please read this Policy Guide carefully. It must be
followed by all employees so that all Company business is conducted in
accordance with the highest standards of honesty and integrity. Although no
policy can cover every possible situation, the guidelines contained in the
Policy Guide provide a road map of the legal and ethical principles that should
govern each SCI employee's conduct. Specifically, the Policy Guide details:

            o     appropriate business conduct vis-a-vis customers, suppliers,
                  government agencies, officials, employees, and competitors;

            o     restrictions on personal securities trading;

            o     compliance with the Foreign Corrupt Practices Act;

            o     compliance with antitrust laws;

            o     avoidance of conflicts of interest;

            o     maintenance of the confidentiality of information and the
                  importance of honesty and fairness;

            o     appropriate responses to press, regulatory and other
                  inquiries; and

            o     civil and criminal penalties for regulatory and legal
                  violations.

            Each SCI employee is asked to sign the enclosed form (Last page of
this policy) as acknowledgement, confirming that such employee will comply with
the policy guide in the course of her or her employment with SCI.


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                    CORPORATE BUSINESS CONDUCT POLICY GUIDE:

                       CODE OF ETHICS AND BUSINESS CONDUCT

1.    Code of Ethics

      It is the policy of SCI (together with its subsidiaries, "SCI" or the
"Company") to manufacture and sell only products that are safe, of high quality,
and otherwise fully in compliance with all applicable legal requirements.
Further, it is SCI's policy to comply fully with all laws, regulations, and
standards of conduct that apply to it or its products, in every jurisdiction in
which SCI does business. All SCI employees shall conduct SCI's business in
accordance with the highest standards of honesty and integrity. SCI employees
shall not have any business or other affiliations or arrangements that create a
real or apparent conflict with the loyalty they owe to SCI and their colleagues
at SCI. SCI employees shall make only true and accurate statements and
representations in SCI records or to government agencies, suppliers, customers,
the press, and the general public.

      It is SCI's policy that its worldwide operations be conducted according to
the highest standard of business integrity and that its employees shall not
engage in activities that might conflict with their responsibilities to SCI.
This Corporate Business Conduct Policy Guide ("Policy Guide") contains
guidelines that are intended to assist employees in making decisions on behalf
of SCI and in avoiding conflicts of interest. No guidelines can be
all-inclusive, however, and responsibility for proper conduct rests with each
employee. There is no substitute for personal integrity and good judgment. An
employee faced with making a decision in a difficult situation should consider
whether such employee would feel comfortable if the decision became public
knowledge. If the decision could be criticized from a legal or ethical
standpoint, the decision probably is incorrect.

      This Code of Ethics and Business Conduct policy was adopted by the Board
of Directors of SCI and is effective for all employees.

2.    Persons Covered

      All SCI employees are covered by the Policy Guide. With regard to personal
securities trading and certain other matters, the Policy Guide also applies to
spouses, family members and others who live in their households. In particular,
SCI employees may not do indirectly through a family member what they cannot do
directly. Therefore, all references in the Policy Guide to SCI employees include
such individuals as well as, where appropriate, their immediate families.


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      Because this important Policy Guide applies to all employees, each
employee must read it carefully. Each SCI employee will be asked to confirm in
writing that he or she will comply with this Policy Guide. Attached to this
Policy Guide is the form of acknowledgment each employee will be required to
sign. Please read it carefully. In addition, SCI will periodically circulate
notices reminding all employees of their obligations under the Policy Guide.

      Employees should not hesitate to ask their supervisor or a more senior
manager if they have questions concerning this Policy Guide. The President or
general manager of any SCI division or subsidiary ("Division Head") or any
corporate officer may be consulted regarding interpretation or applicability of
this Policy Guide in general, or with regard to a specific situation. While it
is not possible to describe every situation that may violate this Policy Guide,
the Company deems the following guidelines to be particularly important.

3.    Business Conduct

      A.    Payments to Customers or Suppliers

      No effort may be made, directly or indirectly, to influence improperly a
SCI customer or supplier. The payment of bribes, payoffs, kickbacks or other
benefits that may improperly influence business relationships between SCI and
its customers or suppliers is prohibited. Such conduct is illegal and may
violate state and federal criminal laws.

      B.    Payments to Government Officials or Employees

      Corporate funds or other assets may not be paid or furnished, directly or
indirectly, to a government official, employee or politician for the purpose of
obtaining or maintaining business on behalf of SCI or any of its subsidiaries.
Such conduct is illegal and may violate state and federal criminal laws,
including the Foreign Corrupt Practices Act (discussed below).

      C.    Political Contributions

      No corporate funds or other assets may be paid or furnished, directly or
indirectly, to a political party or political candidate or incumbent, except if
legally permissible and if approved in advance by the Company. All requests must
be presented in writing to the Corporate Secretary. No political contributions
by individual employees may be made in the name of SCI or be reimbursed by it,
directly or indirectly.

      D.    Gifts and Entertainment

      Gifts, favors or entertainment may not be provided by or on behalf of SCI
to a customer, supplier, government employee or other person or organization,
unless all of the following criteria are met:


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      o     The item is consistent with the normal and accepted business ethics
            of the country in which it is provided;

      o     It does not violate the laws of the United States or the country in
            which it is provided (see discussion of Foreign Corrupt Practices
            Act below);

      o     It is reasonable and not excessive;

      o     It cannot, in the surrounding circumstances, be reasonably construed
            as a bribe, payoff or kickback; and

      o     Public disclosure of it would not embarrass SCI.

In no circumstances may gifts be made of cash or cash equivalents. Gift
certificates, however, may be given if they are reasonable, comply with the
foregoing standards, and are properly documented and approved in writing by any
two of the following: a Division Head, any Executive Vice President or the
President.

      E.    Payments Outside Recipient's Domicile Or Resident Country

      Payment by SCI of salaries or amounts for goods or services that is to be
made outside the domicile or resident country of the recipient must be reviewed
and approved in advance by SCI's Executive Vice President-Finance and
Administration.

      F.    Agents, Brokers and Consultants

      Payments to agents, brokers, consultants, professionals or other parties
representing SCI must be limited to reasonable compensation for services
rendered plus reimbursement for legitimate expenses incurred. Contracts entered
into with such parties must disclose fully the fees to be paid and the services
to be rendered. No such party may be engaged by SCI to make payments or take
action that would be in conflict with any provisions of this Policy Guide.

      G.    Accounting Procedures

      All transactions must be properly recorded on SCI's books and records. No
unrecorded bank accounts, corporate funds or assets may be maintained, and all
entries made in any corporate books or records must be accurate and comply with
SCI's policies and procedures.

      H.    Documentation

      Corporate funds may not be paid with the intent or understanding that any
part of such payment is to be used for a purpose other than that described by
the documents supporting such payment.


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      I.    Compliance With Laws

      It is SCI's policy to comply with the laws of all jurisdictions in which
it does business. Therefore, it is each employee's responsibility to ensure that
SCI's business is conducted in a manner that complies with governmental
regulations; antitrust laws (see discussion below); environmental laws; exchange
and import/export controls; workplace safety laws; equal employment opportunity
laws; securities laws (see discussion below); tax laws; and all other laws and
regulations of the United States and other jurisdictions that may be applicable
to its business.

      J.    International Boycotts

      Several United States laws prohibit cooperation with certain international
country boycotts. Penalties apply even for failure promptly to report any
requests for boycott-related information or action. The boycott laws are
extremely complex, and any request received by SCI that could possibly fall
within the context of a boycott law (such as a request to refrain from doing
business in a particular country) should be brought to the immediate attention
of SCI's Corporate Secretary before any response is made to the request.

4.    Foreign Corrupt Practices Act

      The Foreign Corrupt Practices Act (the "FCPA") prohibits any SCI employee
from, directly or indirectly, paying or giving (or offering or promising to pay
or give) any funds or anything of value to any foreign official or other
"Covered Person" (as defined below) for the purpose of (a) influencing any act
or decision of the Covered Person in that person's official capacity, (b)
inducing the Covered Person to do or omit to do any act in violation of that
person's lawful duty, or (c) inducing the Covered Person to use his, her or its
influence with a foreign government or instrumentality to affect or influence
any act or decision of that government or instrumentality. The FCPA also
prohibits paying or giving funds or anything of value to any person while
knowing that all or a portion thereof will be forwarded to a Covered Person for
a purpose proscribed by the FCPA.

      For purposes of the FCPA, "foreign" means outside of the United States.
"Covered Person" includes any foreign official (which includes, without
limitation, an officer or employee of any foreign government of any governmental
department, agency or instrumentality or any government owned or controlled
enterprise or any person acting in an official capacity for or on behalf of such
governmental department, agency, instrumentality or enterprise), foreign
political party, foreign party official or candidate for foreign political
office.

      Facilitating payments in nominal amounts may be requested by low-ranking
government employees outside the United States regarding their performance of
routine, non-discretionary functions or services which they are obliged to
perform as part of their


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responsibilities but which they may delay or refuse to perform unless
compensated. Examples of such services would be the issuing of visas or customs
documents. Such payments are discouraged, but if absolutely necessary should be
made only after consultation with a Division Head or any corporate officer. Any
such payments must be accounted for properly in the corporate books and records.

5.    Conflicts of Interest

      A.    Gifts and Entertainment

      No employee may accept a gift, favor or entertainment from a customer,
vendor or other person or organization in connection with SCI's business unless
all of the following criteria are met:

      o     The item is consistent with the normal and accepted business ethics
            of the country in which it is provided;

      o     It does not violate the laws of the United States or the country in
            which it is provided (see discussion of Foreign Corrupt Practices
            Act above);

      o     It is reasonable and not excessive;

      o     It cannot, in the surrounding circumstances, be reasonably construed
            as a bribe, payoff or kickback; and

      o     Public disclosure of it would not embarrass SCI.

In no circumstances may gifts of cash or cash equivalents be accepted.

      NOTE: 1.    Tickets to concerts, sporting events, shows, and fund raising
                  events may be accepted by employees and are generally not
                  considered gifts, but must be reasonable and are subject to
                  the above criteria. Tickets may not be used for resale.

            2.    Trips and symposiums offered by customers or vendors may be
                  attended by employees, if such are offered in the context of a
                  group session with other similar suppliers or purchasers in
                  attendance as guests, are reasonable and meet the above
                  criteria.

      B.    Acting Against Company Interests

      No employee may take personal advantage of, or make available to others,
any business opportunity in which it is known or could reasonably be known that
SCI might be interested, such as a purchase of real estate, a company, a license
or other property, or any interest in a firm or product in which SCI is known to
have an interest in acquiring.


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In no event may an employee deal for his or her own account in products sold or
services performed by SCI.

      C.    Outside Employment

      An employee may not engage in employment outside SCI if such employment
(1) is with an entity that competes with SCI or provides services or assistance
to a competitor, or (2) interferes with the employee's assigned duties with SCI.
Examples of such interference include outside employment that requires the use
of SCI time or facilities or impairs the employee's ability to give full
attention to his or her position with SCI during normal working hours.

      D.    Outside Directorships and Investments

      An employee serving as a director of, or having a business or financial
interest in, a firm having current or prospective dealings with SCI (such as a
competitor, customer, supplier, landlord, tenant, or merger/acquisition
candidate) must disclose that fact in writing to the Corporate Secretary so that
it may be determined whether the situation presents a conflict of interest. The
business or financial interests of members of an employee's family living with
the employee also shall be considered to be the financial interests of the
employee. Any subsequent approval to continue or engage in such outside
directorship or investment must be made in writing. The Company will presume
that ownership of not more than one percent (1%) of a publicly traded company's
securities (other than SCI) does not involve a conflict of interest and need not
be disclosed.

      E.    Government Service

      While service by employees in government positions is encouraged, in some
cases such service may present a conflict of interest. If election or
appointment to such a position is anticipated, the employee must request the
written approval of his or her supervisor. An employee holding a government
office should abstain from any vote or decision that involves SCI's interest.

6.    Confidentiality of Inside Information

      SCI personnel and each person affiliated with SCI must maintain the
confidentiality of information belonging or relating to SCI and its business or
relating to others and obtained through a relationship with SCI. Adhering to
this principle is a condition of continued employment. Section 10 of this Policy
Guide contains a discussion of "material information" in the context of "insider
trading" and "tipping" provisions of the securities laws.

      The information that must be kept confidential by SCI personnel is much
broader, however. Confidential information also includes any information not
generally known about SCI's business (such as, but not limited to, unpublished
financial data, marketing,


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financial or other plans, customer or vendor lists, sales reports, price lists,
blueprints, formulas, manufacturing processes, inventions, product development
information or other proprietary data). Misuse of information entrusted to or
made available to an employee by SCI or by other persons with whom SCI has a
relationship is inappropriate as a business practice and could lead to civil and
criminal prosecution of the individuals involved under various state and federal
laws.

      In addition to using your own judgment, you should take the following
actions to preserve the confidentiality of SCI information:

      o     Do not discuss or disclose confidential information in public places
            where you can be overheard such as elevators, hallways, restaurants,
            airplanes or taxicabs. Discussions relating to confidential
            information with persons entitled to that information should be
            confined to closed offices or other secure locations.

      o     Do not read confidential documents in public places or discard them
            where they can be retrieved by others. Do not leave confidential
            documents in unattended conference rooms or where visitors can see
            them. Confidential information sent to others within or outside SCI
            should be placed in sealed envelopes.

      o     Be aware that voices carry and that conversations conducted on
            speaker telephones in offices and on car or airplane telephones may
            be overheard easily.

      o     Be aware that conversations about where SCI personnel are traveling
            or the presence of certain visitors in the office may reveal
            confidential information.

      o     Avoid sending or receiving confidential information by fax machines
            located in hotels, airport lounges, or the offices of third persons.

      o     Under no circumstances are employees to provide confidential SCI
            documents or information (including documents relating to SCI's
            customers, competitors or suppliers) to third parties without the
            express consent of their supervisor.

      The above list gives examples of steps designed to insure confidentiality.
In some situations, other steps may be necessary. Each employee is responsible
for taking whatever practical steps are appropriate to preserve the
confidentiality of information.

      In signing the acknowledgment page of this Policy Guide, you agree that
you will not, during or after your employment, disclose (other than in the
proper performance of your duties as a SCI employee) any information, knowledge,
data or property that you have obtained or developed as a SCI employee
concerning SCI's business. You also


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agree that all analyses, charts, drawings, reports and other documents prepared
by you or inventions or ideas developed or discovered by you in the course of
your employment shall be SCI's property. Upon termination of your employment you
will return all SCI documents (including data and documents on computer disks)
and all copies thereof to SCI.

7.    Honesty

      No employee shall commit or contribute to acts of dishonesty against SCI
such as fraud, theft, embezzlement or misappropriation of corporate assets.
Employees are encouraged to report suspected problems to the Corporate Auditor
and will be protected against retaliation. In addition to appropriate
disciplinary action, a criminal complaint will be filed against the offending
employee if the evidence and circumstances so warrant.

8.    Competition and Competitive Products

      It is SCI's policy to sell its products on their merits. SCI employees,
representatives and agents should not falsely disparage or make unfair negative
comments about its competitors or their products and services. See also Section
11: Antitrust Laws.

9.    Responding to Inquiries From the Press, Regulatory Bodies and Others

      If someone outside the Company (such as the news media or a securities
analyst or investor) asks you questions, either directly or through another
person, do not attempt to answer them. You should obtain the name of the person
making the inquiry and immediately notify the Corporate Secretary. If you have
any questions regarding this policy, you should contact the Corporate Secretary
for clarification.

      Do not discuss confidential information or acknowledge its existence, even
to persons from governmental or self-regulatory bodies, unless there is a legal
obligation to do so. Simply and politely inform the inquirer that Company policy
requires that he or she be referred to the Corporate Secretary.

10.   Improper Trading in Securities

      The "insider trading" provisions of the securities laws prohibit the
trading of securities based upon material, non-public information. Because of
the severity of the penalties provided by law and the potential for damage to
SCI's good name and reputation as a result of such unlawful trading, these legal
prohibitions are summarized below. This focus on insider trading should not,
however, obscure SCI's commitment to compliance with the requirements of all
applicable state, federal and foreign securities and commodities laws.


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A.    General prohibitions

      United States and foreign securities laws, as well as SCI policy, prohibit
employees from trading securities, whether SCI's or those of other companies
(for example, a customer, a supplier, or the subject of a possible acquisition),
on the basis of material, non-public information, or providing such information
to others who trade.

      The law prohibits an insider, who is anyone with a special relationship to
a company (such as an employee), from trading in any securities of that company
on the basis of material, non-public information or directly or indirectly
disclosing such information to another person (a "tippee") who uses it for
trading purposes regardless of whether the "tippee" is related to the insider or
is an entity (e.g., a trust) in which the insider has an interest, or is merely
a friend or acquaintance, unless and until such information has been disclosed
and absorbed by the investing public.

      For purposes of this Policy Guide, the term "material information" should
be broadly interpreted to include any information -- whether positive or
negative -- that, if publicly disclosed, might have an effect on the market for
a company's securities generally, or any information that an investor might
consider important in deciding whether to buy, sell, or hold securities.
Examples of such information about SCI include: financial results (especially
earnings estimates) or operating results; internal financial projections
(especially those that vary from publicly stated financial projections);
important new contracts or changes in contractual relationships or loss of
business; an important new product or service or disappointing results
concerning a new product or service; an important development related to a
pending application for regulatory approval to market a new product; significant
shifts in operating or financial circumstances; significant changes in the
business prospects of customers, competitors or suppliers; actual or proposed
capital expenditures that vary substantially from those included in public
projections for the relevant period; a proposal, negotiation or agreement for a
joint venture or the termination thereof; proposals, negotiations or agreements
for corporate acquisitions or the sale of existing operations; the initiation or
resolution of significant litigation or a significant litigation development; a
change or important development in company management; a government
investigation; a significant contingent liability; or any other event that would
be expected to affect the value in the market of a company's securities.

      A person with material, non-public information may trade only when he or
she is certain that official announcements of the material information have been
sufficiently publicized (i.e., through issuance of company press releases or
through public filings) so that the public has had the opportunity to evaluate
the information.

      The most dangerous time to engage in a purchase or sale of a company's
securities would be shortly in advance of the public release by it of important
information, such as quarterly or year-end results on other important news,
while the safest time would be the period shortly following the release and
publication of such information (always assuming that the employee is not aware
of other undisclosed material information).


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However, even after a company has released such information, it is important to
be sure that sufficient time has elapsed to enable the information to be
disseminated to and considered by investors. If there is any question about the
propriety of an employee's proposed trading, that employee must consult SCI's
Corporate Secretary before trading.

      B.    Penalties for Insider Trading

      The seriousness of insider trading is reflected in the penalties it
carries. Both a company itself and its individual directors, officers or
employees may be held liable. Insider trading may result in serious criminal
penalties of up to $1,000,000 or more in fines and imprisonment, or both, if the
trading is found to involve a willful violation of the law.

      The Securities and Exchange Commission (the "SEC") also has the authority
to seek disgorgement, a civil penalty of up to three times the amount of profit
gained or loss avoided by insider trading from the violator and an injunction
against future violations. The SEC also may impose liability on a company and
any "controlling person" of an insider trading violator for up to the greater of
$1,000,000 or three times the amount of profit gained or loss avoided by insider
trading if the company or a "controlling person" is found to have recklessly
disregarded the likelihood that a controlled person would engage in a violation
and failed to take steps to prevent the action before it occurred. The SEC is
authorized to pay rewards of up to ten percent (10%) of a penalty recovered to
persons providing information leading to the imposition of a penalty. Finally,
private parties also may bring actions against any person purchasing or selling
a security while in the possession of material, non-public information.

11.   Antitrust Laws

      The discussion that follows is designed to familiarize you with the United
States antitrust laws. You should be aware that many foreign countries
(including the European Community and most of its member countries, and others)
have their own antitrust laws which must be complied with when their markets
would be affected. This presentation is, of necessity, only a general guide.

      It is important to be sensitive to the types of issues that may be
violations of the antitrust laws. Should you become aware of any situation that
may raise questions under the antitrust laws, contact SCI's Corporate Secretary
immediately.


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      A.    Overview

      Among other things, the antitrust laws prohibit contracts, combinations or
agreements that unreasonably restrain trade. Agreements among competitors with
respect to prices and other terms and conditions of sale may be unlawful "per
se," that is, they may be considered to be illegal without regard to the
business purpose for that agreement. To be unlawful, there does not necessarily
have to be a formal agreement. Informal, oral agreements and understandings have
been found to be agreements prohibited by the antitrust laws.

      B.    Specific Practices Prohibited by the Antitrust Laws

      o Price-fixing. Agreements between competitors to raise, lower or
stabilize prices, or to set maximum or minimum prices, or agreements concerning
terms and conditions of sale that affect price, may be unlawful per se.
Negotiations and agreements between buyer and seller or between supplier and
customer that are part of a bona fide transaction do not violate the antitrust
laws. Agreements setting or restricting the prices at which a purchaser may
resell can involve a violation of the prohibition against price fixing.

      o Market Allocations. Agreements among competitors to allocate markets,
customers or business opportunities likely will violate the antitrust laws.

      o Group Boycotts/Concerted Refusals to Deal. The antitrust laws permit a
company, acting alone, to select the persons with whom it will and will not do
business. However, when two or more companies agree not to do business with
another person, that agreement may violate the antitrust laws.

      o Monopolization and Attempts and Conspiracies to Monopolize. The
antitrust laws prohibit monopolizing (or attempting or conspiring to monopolize)
the market for a particular product. Defining a product market for purposes of
the antitrust laws is a complex issue. Merely possessing significant market
power or market share is not illegal; a violation may occur, however, when a
person with monopoly or near-monopoly power engages in unfair or predatory
conduct with the purpose or effect of maintaining or increasing that market
power.

      o Tying. A tying arrangement is an agreement by a party to sell one
product or service but only on the condition that the buyer also purchase a
different product or service. Such an arrangement may violate the antitrust
laws, and may be unlawful per se.

      o Reciprocity. It also may violate the antitrust laws for a buyer to
condition his or her purchases from another person on that person making
purchases from the first person. It is not unlawful, however, for a person to
transact business with a present or potential customer, even if done for the
purpose of inducing that customer to transact


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other business. What can make the conduct unlawful is the attempt to coerce the
customer to engage in reciprocal business.

      o Restrictions on Resale. Restrictions on resale raise antitrust concerns.
Restrictions, particularly those that relate to price terms, may be illegal.

      C.    Enforcement of the Antitrust Laws

      In the United States, the antitrust laws constitute both civil and
criminal laws. Their violation could expose you, and perhaps the Company, to
criminal penalties.

      Furthermore, any person or class of persons injured by reason of a
violation of the antitrust laws may recover three times the amount of their
actual damages, plus costs and attorneys' fees. Antitrust suits have often
resulted in multi-million dollar judgments or settlements.

      Violations also may result in court orders that will restrict the way you
and the Company can do business. Violations also may cause agreements entered
into unlawfully to be unenforceable in court.

12.   Fair Employment Practice

      All SCI employees are entitled to be treated with respect and to be free
of conduct that is offensive, hostile, intimidating or inconsistent with their
personal dignity and rights. Any form of sexual harassment in the workplace or
behavior inconsistent with SCI policies and practices will not be tolerated. Any
person affiliated in any way with the Company who is found to have acted in
violation of this policy may be subject to appropriate disciplinary action
including reprimand, discharge, or prosecution (where warranted) under
appropriate state and federal laws.

      Employees are treated without regard to race, color, religion, sex,
national origin, age, marital or veteran status, medical condition or handicap,
or any other legally protected status. Any employee who feels that he or she has
been subject to discrimination on the basis of any legally protected status or
who has been subject to any behavior or conduct that is offensive should discuss
the matter with his or her Division Head or a corporate officer. All such
matters will be discussed and handled confidentially. Employees are encouraged
to bring to the attention of the Company any conduct by superiors, co-workers,
clients or any person or persons associated with SCI that is discriminatory or
disrespectful of their dignity.

13.   Sexual Harassment

      It is SCI's policy that sexual harassment of employees or applicants for
employment in any form will not be tolerated. Sexual harassment includes
unwelcome sexual advances, requests for sexual favors, and other verbal, visual,
or physical conduct of a sexual nature. Sexual harassment also includes, but is
not limited to, unwelcome


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sexual flirtations, advances or propositions, verbal abuse of a sexual nature,
subtle pressure or requests for sexual activities, unnecessary touching of an
individual, graphic verbal commentaries about an individual's body, sexually
degrading words used to describe an individual, a workplace display of sexually
suggestive objects or pictures, sexually explicit or offensive jokes, or
physical assault.

      No SCI employee shall threaten or insinuate, either explicitly or
implicitly, that an employee's or applicant's refusal to submit to sexual
advances will adversely affect that person's employment, work status evaluation,
wages, advancement, assigned duties, shifts, or any other condition of
employment or career development. Similarly, no employee shall promise, imply,
or grant any preferential treatment in connection with another employee or
applicant engaging in sexual conduct.

      Any employee who feels that he or she is a victim of sexual harassment by
any supervisor, management official, other employee, client, or any other person
in connection with his or her employment should bring the matter to the
immediate attention of his or her Division Head or a corporate officer. Any
questions about this policy or potential sexual harassment also should be
brought to the attention of a Division Head or a corporate officer. SCI will
promptly investigate all allegations of sexual harassment in a confidential
manner and will take appropriate corrective action if warranted.

      Following an investigation, any employee who is determined to have engaged
in sexual harassment in violation of this policy will be subject to appropriate
sanctions, up to and including termination.

14.   Alcoholic Beverages and Drug Abuse

      The possession, use, sale or purchase of alcoholic beverages and
non-prescribed controlled substances by employees is prohibited at all times
during working hours and on the Company's premises. Employees found to be in
violation of this policy may be discharged immediately.

      Where it is suspected that the abuse of drugs or alcohol is contributing
to an employee's unsatisfactory performance, the Company may recommend
counseling and treatment. Failure by the employee to improve and sustain a
satisfactory level of performance may result in termination of employment by
SCI.

15.   Implementation

      All United States and international managers shall, within their areas of
responsibility, be responsible for explanation of this Policy Guide so as to
assure employee knowledge and compliance. Managers are also responsible for
enforcement of this Policy Guide within their areas of responsibility. Written
certification concerning Policy Guide compliance will be periodically required
from those employees so designated by the Chairman of the Board and/or President
of SCI.


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      Any actual or contemplated conduct that an employee discovers and which he
or she reasonably believes may constitute a violation of this Policy Guide must
be promptly reported to a Division Head or a corporate officer.

16.   Enforcement

      Violation of this Policy Guide may result in disciplinary action,
including termination of employment. Legal proceedings may also be commenced, if
necessary, to recover the amount of any improper expenditures, any profits
realized by the offending employee, and any financial detriment sustained by
SCI. In appropriate circumstances, violations of this Policy Guide will be
reported to the applicable authority.

17.   Application

      This Policy Guide applies to employees of SCI and all of its subsidiaries.


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<PAGE>

                        ACKNOWLEDGMENT OF COMPLIANCE WITH
                                  POLICY GUIDE

      I have read Safety Components International, Inc.'s (SCI's) Code of Ethics
and Business Conduct Policy Guide dated ________, ____, which, among other
things, sets forth the obligations of SCI personnel to (1) maintain the
confidentiality of information, (2) refrain from trading securities on the basis
of material, non-public information or from "tipping" others concerning such
information, (3) comply fully with the rules and regulations of government
agencies, (4) comply with the Foreign Corrupt Practices Act, the antitrust laws
and other state and federal laws, and (5) conduct SCI's business in accordance
with the highest standards of honesty and integrity.

      I will adhere to the policies set forth in the Policy Guide for the
duration of my employment with SCI or with any of its subsidiaries.


                                                                     [Signature]

                                                                    [Print Name]

                                                                          [Date]


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