**Exhibit 14.1**

**CODE OF ETHICS FOR EXECUTIVE OFFICERS**

BPZ Energy, Inc. holds its employees to the higheststandards of ethical behavior in all of its business dealings.  However, the Executive Officers hold animportant and elevated role in corporate governance; they have been given theresponsibility and authority to ensure that the interests of the Company, itsemployees and its shareholders are appropriately managed, protected andpreserved.  They set the example and thetone for ethical and honest behavior throughout the Company.  Consequently, the Executive Officers of thecompany shall be required to adhere to this Code of Ethics

# Applicability

For purposes of this Code, the term “ExecutiveOfficers” shall mean the Company’s Chief Executive Officer, Chief OperatingOfficer and Chief Financial Officer.  ThisCode is intended to supplement, not replace, the BPZ Energy, Inc. “Code ofBusiness Conduct and Ethics”, applicable to all directors, officers andemployees.

# Standards of Conduct

As an Officer, I acknowledge that I have an obligationto act in the most ethical manner, including:

(1)                                  Embodying,exemplifying and enforcing this and all other Company Codes of Ethics orConduct;

(2)                                  Honestand ethical conduct, including the ethical handling of actual or apparentconflicts of interest between personal and professional relationships;

(3)                                  Full,fair, accurate, timely, and transparent disclosure in reports and documentsthat the Company files with, or submits to, the SEC and in other publiccommunications made by the Company;

(4)                                  Actingin good faith, responsibly, with due care, competence and diligence, withoutmisrepresenting material facts or allowing independent judgment to besubordinated;

(5)                                  Compliancewith all applicable governmental laws, rules, and regulations; this applies toall U.S. and non-U.S. governmental agencies, as well as other private andpublic regulatory agencies to which the Company is subject; where the law,including the Foreign Corrupt Practices Act, is less stringent than therequirement of this or any other Code of the Company, the standards of the Company’sCode will be followed;

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(6)                                  Refrainingfrom taking any action that unduly or fraudulently influences, coerces,manipulates, or misleads any employee, third-party contractor, auditor orgovernmental representative engaged in the audit or review of the Company’sfinancial or non-financial records

(7)                                  Promptreporting to the Chairman of the Audit Committee of  any illegal or unethical conduct by adirector, officer or employee that has occurred, is occurring or may occur,including any violations of this Code of Ethics or conduct of a financial ornon-financial nature;

(8)                                  Annualacknowledgment of the Code.

Violationof this Code of Ethics shall be reported to the Chairman of the Audit Committeeof the Board of Directors whether the violations are of a financial ornon-financial nature.  This Code ofEthics will be included as an Exhibit to Form 10-K for the year ended December31, 2005, and posted on the Company’s website.

Bysigning this statement, I acknowledge that I have read, understood, and agreeto adhere to this Code of Ethics.  Ifurther understand that the Company’s Board of Directors (or a duly designatedcommittee of the Board) shall have the sole and absolute discretionary authorityto approve any deviation or waiver from this Code.  Violation of this code, including failures toreport potential violations by others, will be viewed as a severe disciplinarymatter that may be grounds for termination from the Company.  No one will be subject to retaliation becauseof a good faith report of suspected misconduct.

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