EXHIBIT 14.1

                         ROCKPORT HEALTHCARE GROUP, INC.
                                 CODE OF ETHICS

     This Code of Ethics is designed to promote honest and ethical conduct,
full, fair, accurate, timely and understandable disclosure of financial
information in the periodic reports of Rockport Healthcare Group, Inc. (the
"Company"), and compliance with applicable laws, rules, and regulations.

APPLICABILITY OF THE CODE

     This Code of Ethics (the "Code") applies to the Company's chief executive
officer, the chief financial officer, controller, and such other finance,
accounting, tax or internal audit personnel as the chief executive officer or
chief financial officer may from time to time designate.  The persons listed in
the preceding paragraph are referred to as the "Covered Persons."

HONEST AND ETHICAL CONDUCT

     In performing his or her duties, each of the Covered Persons will act in
accordance with high standards of honest and ethical conduct including taking
appropriate actions to permit and facilitate the ethical handling and resolution
of actual or apparent conflicts of interest between personal and professional
relationships.

     In addition, each of the Covered Persons will promote high standards of
honest and ethical conduct among employees who have responsibilities in the
areas of accounting, audit, tax, and financial reporting and other employees
throughout the Company.

FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE

     In performing his or her duties, each of the Covered Persons will endeavor
to promote, and will take appropriate action within his or her areas of
responsibility to cause the Company to provide, full, fair, accurate, timely,
and understandable disclosure in reports and documents that the Company files
with or submits to the Securities and Exchange Commission and in other public
communications.

     In performing his or her duties, each of the Covered Persons will, within
his or her areas of responsibility, engage in, and seek to promote, full, fair
and accurate disclosure of financial and other information to, and open and
honest discussions with, the Company's outside auditors.

COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAWS, RULES, AND REGULATIONS

     In performing his or her duties, each of the Covered Persons will endeavor
to comply, and take appropriate action within his or her areas of responsibility
to cause the Company to comply, with applicable governmental laws, rules, and
regulations and applicable rules and regulations of self-regulatory
organizations.

     Each of the Covered Persons will promptly provide the Company's general
counsel or the Company's audit committee with information concerning conduct the
Covered Person reasonably believes to constitute a material violation by the
Company, or its directors or officers, of the securities laws, rules or
regulations or other laws, rules, or regulations applicable to the Company.

REPORTING VIOLATIONS OF THE CODE

     Each of the Covered Persons will promptly report any violation of this Code
to the Company's general counsel or to the Company's audit committee, as
applicable.

WAIVER AND AMENDMENT OF THE CODE

     The Company's audit committee, as well as the Company's board of directors,
will have the authority to


<PAGE>
approve a waiver from any provision of this Code.  The Company will publicly
disclose information concerning any waiver or an implicit waiver of this Code as
required by applicable law.  A waiver means the approval of a material departure
from a provision of this Code.  The Company will publicly disclose any
substantive amendment of this Code as required by applicable law.

ACCOUNTABILITY FOR ADHERENCE TO THE CODE

     The Company's audit committee will assess compliance with this Code, report
violations of this Code to the Board of Directors, and, based upon the relevant
facts and circumstances, recommend to the Board appropriate action.  A violation
of this Code may result in disciplinary action including termination of
employment.


<PAGE>