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                                                                    EXHIBIT 14.1

                       VALLEY NATIONAL GASES INCORPORATED
                       CODE OF BUSINESS CONDUCT AND ETHICS

I.    INTRODUCTION

      Valley National Gases Incorporated ("Valley") has created this Code of
Business Conduct and Ethics to help directors, officers and employees carry out
their responsibilities, and understand what is expected of them. Compliance with
this Code is required of every Valley officer, director and employee. If you
have any questions about anything in the Code or appropriate actions in light of
the Code, please contact the Chief Executive Officer or the Chairperson of the
Audit Committee. Their contact information is listed on the attachment to this
Code.

      We expect each of director, officer and employee to read and become
familiar with the ethical standards described in this Code. Violations of the
law, our corporate policies, or this Code may lead to disciplinary action,
including dismissal.

II.   WE EXPECT HONEST AND ETHICAL CONDUCT BY ALL OF OUR DIRECTORS, OFFICERS,
      EMPLOYEES

      We expect honest and ethical conduct in our dealings with others and the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships.

      FAIR DEALING

      Directors, officers and employees are expected to deal honestly and fairly
with customers, suppliers, competitors and other third parties. In our dealings
with customers, suppliers and others, we:

      -     prohibit bribes, kickbacks or any other form of improper payment,
            direct or indirect, to any representative of government, labor
            union, customer or supplier in order to obtain a contract, some
            other commercial benefit or government action;

      -     prohibit directors, officers and employees from accepting any bribe,
            kickback or improper payment either individually or on behalf of the
            company, from anyone;

      -     prohibit our representatives from taking unfair advantage of
            customers, suppliers or other third parties, through manipulation,
            concealment, abuse of privileged information, misrepresentation of
            material facts or any other unfair-dealing practice.

      CONFLICTS OF INTEREST

      Officers, directors and employees should ensure that they do not act on
behalf of Valley in situations where there exists an actual or apparent
personal, financial or other conflict of interest without first fully disclosing
the surrounding facts and circumstances to the Chief

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Executive Officer or the Board of Directors. A conflict of interest arises when
an employee, officer or director, or member of his or her family, could or will
receive improper personal benefit as a result of his or her position with the
Company.

      Without the approval of the Chief Executive Officer, Audit Committee or
Board of Directors, officers, directors and employees shall not seek or accept
for themselves or any member of their families from any person or business
entity that does or seeks to do business with the Company any gifts,
entertainment, or other favors above or beyond common courtesies consistent with
ethical and accepted business practices or seek or accept, directly or
indirectly, any payments, fees, services or loans (other than normal course
transactions at market rates), from any person or business entity that does or
seeks to do business with, or is in competition with, the Company if doing so
may create or give the appearance of a conflict of interest. In addition, no
employee, officer or director may use corporate property, information or
position for improper personal gain.

      Directors, officers, and employees must notify the Chief Executive
Officer, the Board of Directors or the Chairperson of the Audit Committee of the
existence of any actual or potential conflict of interest.

III.  WE PROVIDE FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE

      We are committed to providing shareholders and investors with full, fair,
accurate, timely and understandable disclosure in the reports that we file with
the Securities and Exchange Commission and other public disclosures. To this
end, our directors, officers and employees shall:

      -     not make false or misleading entries in our books and records for
            any reason;

      -     maintain a system of internal accounting controls that will provide
            reasonable assurances to management that all transactions are
            properly recorded;

      -     maintain books and records that accurately and fairly reflect our
            transactions;

      -     maintain a system of internal controls that will provide reasonable
            assurances to our management that material information about Valley
            is made known to management, particularly during the periods in
            which our periodic reports are being prepared;

      -     not maintain unrecorded or "off the books" funds or assets unless
            permitted by applicable law or regulation; and

      -     present information in a clear and understandable manner.

IV.   WE COMPLY WITH LAWS, RULES AND REGULATIONS

      We will comply with all laws and governmental regulations that are
applicable to our activities. Specifically, we are committed to:

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      -     promoting a workplace that is free from discrimination or harassment
            based on race, color, religion, sex, age, national origin,
            disability or other factors that are unrelated to the Company's
            business interests;

      -     supporting fair competition and laws prohibiting restraints of trade
            and other unfair trade practices;

      -     conducting our activities in full compliance with all applicable
            environmental laws;

      -     keeping the political activities of directors, officers and
            employees separate from our business;

      -     prohibiting any illegal payments, gifts, or gratuities to any
            government officials or political party;

      -     prohibiting the unauthorized use, reproduction, or distribution of
            any third party's trade secrets, copyrighted information or
            confidential information; and

      -     complying with all applicable state and federal securities laws.

      Directors, officers and employees are prohibited from trading our
securities while in possession of material, nonpublic ("inside") information
about Valley. Our Insider Trading Policy describes the nature of inside
information and the related restrictions on trading.

V.    REPORTING AND EFFECT OF VIOLATIONS

      Directors, officers, and employees must report any known or suspected
violations of this Code to either the Chief Executive Officer or the Chairperson
of the Audit Committee. Additionally, directors, officers, and employees may
contact these individuals with a question or concern about this Code or a
business practice. Any questions or violation reports can be made anonymously.
The address and telephone number of these individuals are listed in the
attachment to this Code.

      WE WILL NOT ALLOW RETALIATION AGAINST A DIRECTOR, OFFICER OR EMPLOYEE WHO
ACTS IN GOOD FAITH IN REPORTING ANY VIOLATION.

      The Chief Executive Officer or the Chairperson of the Audit Committee will
investigate any reported violations and will determine an appropriate response,
including corrective action and preventative measures. All reports will be
treated confidentially to the extent feasible.

      CONSEQUENCES OF A VIOLATION

      Directors, officers and employees that violate any laws, governmental
regulations or this Code will face appropriate, case specific disciplinary
action, which may include demotion, immediate discharge and/or prosecution.

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      ANNUAL CERTIFICATION

      DIRECTORS, OFFICERS AND SPECIFIED EMPLOYEES DESIGNATED BY THE BOARD OF
DIRECTORS OR CHIEF EXECUTIVE OFFICER WILL BE REQUIRED TO ANNUALLY CERTIFY THAT
THEY UNDERSTAND THIS CODE AND HAVE COMPLIED WITH IT DURING THE PERIOD COVERED.

      WAIVERS

      Any waiver, explicit or implicit, of this Code for any executive officer
or director , or any amendment to this Code, may be made only by the Board of
Directors of Valley and shall be promptly disclosed to shareholders, along with
the reasons for any waiver or amendment, in accordance with the requirements of
the AMEX and the SEC.

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                       VALLEY NATIONAL GASES INCORPORATED
                       CODE OF BUSINESS CONDUCT AND ETHICS

                               CONTACT INFORMATION

NAMES AND ADDRESSES (AS OF JUNE 1,  2004)

REPORTING CONTACTS:
Chief Executive Officer:                The Chair of our Audit Committee:
Name: William A Indelicato              Name: August Maier
Address: 95 Rowayton Avenue             Address: 303 Trailside Drive
         Rowayton, CT  06853                     Sewickley, PA  15143

Phone:  203-853-4443                    Phone:  412-741-0494
E-mail: b_indelicato@vngas.com          E-mail: amx2@city-net.com

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                       VALLEY NATIONAL GASES INCORPORATED

                                   FISCAL 2004

                       CODE OF BUSINESS CONDUCT AND ETHICS

                             COMPLIANCE CERTIFICATE

      I have read and understand Valley's Code of Business Conduct and Ethics. I
will adhere in all respects to the ethical standards and other requirements
described in the Code. I further confirm my understanding that any violation of
the Code will subject me to appropriate disciplinary action, which may include
demotion or discharge.

      I certify to Valley National Gases Incorporated that I am not in violation
of the Code, nor have I violated the Code during the period covered unless I
have noted such violation in a signed Statement of Exceptions attached to this
Compliance Certificate.

Date:________________________________      _____________________________________
                                           Name:________________________________
                                           Title/Position:______________________

CHECK ONE OF THE FOLLOWING:

[ ]   A Statement of Exceptions is attached.

[ ]   No Statement of Exceptions is attached.

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