```

                                                                      Exhibit 14

                       CODE OF BUSINESS CONDUCT AND ETHICS

                               AMCOMP INCORPORATED

                       ----------------------------------

INTRODUCTION

      This Code of Business Conduct and Ethics (this "Code") shall apply to all
directors, officers, and employees of AmCOMP Incorporated (the "Company") and is
designed to provide guidance regarding the Company's standards of integrity and
business conduct. Every director, officer and employee of the Company is
expected to adhere to the principles and procedures set forth herein. The
purpose of this Code is to promote:

      o     Honest and ethical conduct, including fair dealing and the ethical
            handling of actual or apparent interest between personal and
            professional relationships;

      o     Conducting business with professional competence and integrity;

      o     Full, fair, accurate, timely and understandable disclosure;

      o     Compliance with applicable laws, rules and regulations;

      o     Prompt reporting of violations of this Code; and

      o     Accountability for adherence to this Code and to deter wrongdoing.

      If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

      Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment.

1.    COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      Obeying the law, both in letter and in spirit, is the foundation on which
this Company's ethical standards are built. All directors, officers and
employees must respect and obey the laws, rules and regulations of the cities,
states and countries in which we operate. It is the personal responsibility of
each individual to adhere to the standards and restrictions imposed by those
laws, rules and regulations. Any director, officer or employee who is unfamiliar
or uncertain about the legal rules involving the Company's business conducted by
him or her should consult with higher levels of management or the Company's
Chief Operating Officer before taking any actions that may jeopardize the
Company or that individual.

2.    PROFESSIONAL COMPETENCE AND INTEGRITY

      The Company is committed to deliver professional services in accordance
with its policies and relevant technical and professional standards, to meet its
contractual obligations, and to uphold its name and reputation.

3.    CONFLICTS OF INTEREST

      A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when a director, officer or employee takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when a director, officer or
employee, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest.

      It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the board of
directors of the Company (the "Board"). Conflicts of interest may not always be
clear-cut, so if you have a question, you should consult with higher levels of
management. Any employee, officer or director who becomes aware of a conflict or
potential conflict should bring it to the attention of a supervisor, manager or
other appropriate personnel.

4.    RELATED-PARTY TRANSACTIONS

      A related-party transaction is a business deal or arrangement between two
parties who are joined by a special relationship prior to the deal. For example,
a business transaction between a major stockholder and the Company, such as a
contract for the stockholder's company to perform renovations to the Company's
offices, would be deemed a related-party transaction. Public companies are
required to disclose certain transactions with related parties such as
executives, associates and their family members in their Annual Report on Form
10-K. While the great majority of related-party transactions are perfectly
normal, the special relationship inherent between the involved parties creates
potential conflicts of interest which can result in actions which benefit the
people involved as opposed to the stockholders.

      Related-party transactions are prohibited as a matter of Company policy,
except under guidelines approved by the board of directors of the Company (the
"Board"). All related-party transactions must be approved in advance by the
Audit Committee.

5.    INSIDER TRADING

      Directors, officers, and employees who have access to confidential
information are not permitted to use or share that information for stock trading
purposes or for any other purpose except the conduct of our business. All
non-public information about the Company should be considered confidential
information. To use non-public information for personal financial benefit or to
"tip" others who might make an investment decision on the basis of this
information is not only unethical, but also illegal. If you have any questions,
please consult the Chief Operating Officer.

                                       2

6.    CORPORATE OPPORTUNITIES

      Directors, officers and employees are prohibited from taking for
themselves personally (or directing to a third party) opportunities that are
discovered through the use of corporate property, information or position
without the consent of the Board. No director, officer or employee may use
corporate property, information, or position for improper personal gain, and no
director, officer or employee may compete with the Company directly or
indirectly. Directors, officers, and employees owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

7.    COMPETITION AND FAIR DEALING

      We seek to outperform our competition fairly and honestly. Obtaining
illegally proprietary information, possessing trade secret information that was
obtained without the owner's consent or inducing such disclosures by past or
present employees of other companies is prohibited. Each director, officer or
employee should endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, competitors and employees. No director, officer,
or employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other intentional unfair-dealing practice.

      The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any director, officer or employee, family member
of the individual or agent unless it: (1) is not a cash gift, (2) is consistent
with customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts that you are not
certain are appropriate.

8.    DISCRIMINATION AND HARASSMENT

      The diversity of the Company's directors, officers, and employees is a
tremendous asset. We are firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal discrimination or
harassment of any kind. Examples include derogatory comments based on racial or
ethnic characteristics and unwelcome sexual advances.

9.    HEALTH AND SAFETY

      The Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

                                       3

      Violence and threatening behavior are not permitted. Directors, officers,
and employees should report to work in condition to perform their duties, free
from the influence of illegal drugs or alcohol.

10.   RECORD-KEEPING

      The Company requires honest and accurate recording and reporting of
information, including time sheets, sales records and expense reports, in order
to make responsible business decisions. For example, only the true and actual
number of hours worked should be reported.

      Many directors, officers and employees regularly use business expense
accounts, which must be documented and recorded accurately. If you are not sure
whether a certain expense is legitimate, ask your supervisor or your controller.

      All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law or
regulation.

      Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memoranda, and formal reports. Records
should always be retained or destroyed according to the Company's record
retention policies. In accordance with those policies, in the event of
litigation or governmental investigation please consult the Legal Department.

11.   CONFIDENTIALITY

      Directors, officers and employees must maintain the confidentiality of
confidential information entrusted to them by the Company or its customers and
suppliers, except when disclosure is authorized by the Legal Department or
required by laws or regulations. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the
Company or its customers and suppliers, if disclosed. It also includes
information that suppliers and customers have entrusted to us. The obligation to
preserve confidential information continues even after employment ends.

12.   PROTECTION AND PROPER USE OF COMPANY ASSETS

      All directors, officers and employees should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness, and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company
equipment should not be used for non-Company business, though incidental
personal use may be permitted.

      The obligation of directors, officers and employees to protect the
Company's assets includes its proprietary information. Proprietary information
includes intellectual property such as trade secrets, patents, trademarks, and
copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.

                                       4

13.   PAYMENTS TO GOVERNMENT PERSONNEL

      The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

      In addition, the U.S. government has a number of laws and regulations
regarding business gratuities that may be accepted by U.S. government personnel.
The promise, offer or delivery to an official or employee of the U.S. government
of a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The Legal
Department can provide guidance to you in this area.

14.   DISCLOSURE

      Each director, officer or employee involved in the Company's disclosure
process, including the Chief Executive Officer and all senior financial
officers, including the chief financial officer and principal accounting
officer, is required to be familiar with and comply with the Company's internal
reporting practices. This includes the Company's disclosure controls and
procedures and internal controls over financial reporting, to the extent
relevant to his or her area of responsibility. Additionally, such persons must
ensure that the Company's public reports and documents comply in all material
respects with the applicable federal securities laws. Supervisory personnel
should, to the extent appropriate within his or her area of responsibility,
consult with other Company officers and employees and take other appropriate
steps regarding these disclosures with the goal of making full, fair, accurate,
timely and understandable disclosure.

      Each director, officer or employee who is involved in the Company's
disclosure process must:

      o     Familiarize himself or herself with the disclosure requirements
            applicable to the Company as well as the business and financial
            operations of the Company;

      o     Not knowingly misrepresent, or cause others to misrepresent, facts
            about the Company to others, whether within or outside the Company,
            including to the Company's independent auditors, governmental
            regulators and self-regulatory organizations; and

      o     Properly review and critically analyze proposed disclosure for
            accuracy and completeness (or, where appropriate, delegate this task
            to others).

                                       5

15.   REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

      Directors, officers and employees are required to talk to supervisors,
managers or other appropriate personnel about observed illegal or unethical
behavior and when in doubt about the best course of action in a particular
situation. Failure to report such existing or potentially wrongful behavior is
itself a violation of this Code. It is the policy of the Company not to allow
retaliation for reports of misconduct by others made in good faith by employees.
Directors, officers and employees are expected to cooperate in internal
investigations of misconduct.

      The Board shall take all appropriate action to investigate any reported
violations of this Code. If a violation has occurred, the Company will take such
appropriate disciplinary or preventive action, after consultation by the Board,
in the case of director or officer, or the Audit Committee, or another committee
of the Board, in the case of any other employee.

16.   NO RETALIATION

      The Company is committed to protecting individuals against retaliation.
The Company will not tolerate any retaliation against any person who provides
information in good faith to a Company or law enforcement official concerning a
possible violation of any law, regulation or this Code. Any director, officer or
employee who violates this rule may be subject to civil, criminal and
administrative penalties, as well as disciplinary action, up to and including
termination of employment.

17.   AMENDMENTS AND WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

      This Code may be amended or modified only by the Board. Any waiver of this
Code for executive officers or directors may be made only by the Board or a
Board committee and will be promptly disclosed as required by law or Nasdaq
Stock Market regulation.

                                       6
```