EXHIBIT 14.1





                            BEACON POWER CORPORATION



                            CORPORATE CODE OF CONDUCT

                                October 15, 2001



Corporate Compliance Policy

     Beacon Power Corporation is committed to complying with all applicable laws
and  regulations,  maintaining  the highest  ethical  standards,  and conducting
business  responsibly  and with  honesty  and  integrity.  Improper  or  illegal
behavior is not acceptable under any  circumstances,  and no one,  regardless of
position,  has the  authority to direct  anyone to violate this Code of Conduct.
These principles reaffirm Beacon's tradition of professionalism and high ethical
standards in conducting its business.

     It is the  responsibility  of every director,  officer,  and employee to be
knowledgeable  about and to comply with Company policies and procedures and with
statutes and regulations that affect their work  responsibilities.  For guidance
and interpretation, please contact the Company's Compliance Officer (namely, the
Chief Financial Officer, unless otherwise indicated).  You have an obligation to
report  violations of the Company's  Code.  Failure to comply with this Code and
the associated  Company policies will result in appropriate  sanctions.  As with
all disciplinary  matters,  principles of fairness and equity will apply. Please
see the end of this Code for further information regarding violations,  reports,
investigations, confidentiality, and sanctions.

Principles of Ethical Market Conduct

     We  owe  it  to  our  customers,   our  community,  our  industry  and  our
stockholders to hold ourselves to high moral and ethical  standards.  Beacon has
committed itself to the following various principles:

o    To conduct business according to high standards of honesty and fairness and
     in a manner which, if roles were reversed, it would demand for itself,

o    To continue to produce  quality  products and services  that meet or exceed
     requirements and specifications.

o    To  protect  and  handle   confidential   information  in  accordance  with
     established rules and regulations.

o    To engage in vigorous but fair competition.

o    To exemplify ethical conduct in our actions.

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                              Conflicts of Interest
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     It is the policy of Beacon  that its  directors,  officers,  and  employees
maintain the highest moral and ethical standards and avoid conflicts of interest
in conducting  their  business  activities.  For example,  except with the prior
knowledge of the Chief Executive  Officer (in the case of any employee),  or the
Board of Directors (in the case of the Chief  Executive  Officer or a director),
each of us,  whether as a director,  officer or employee of the Company,  owes a
duty to Beacon:

o    To avoid  engaging in any activity  which is or could be detrimental to the
     interests of the Company.

o    To refrain from  engaging in  transactions  that might result in a conflict
     between  one's   personal   interest  and  the  interest  of  the  Company,
     particularly  with respect to any outside business  activities.  Each of us
     must avoid  situations that allow us to influence  decisions made by Beacon
     in matters in which we may have a personal interest or in which we may have
     been influenced by favors or benefits that a supplier, contractor, customer
     or other business acquaintance might make to us.

o    To refrain from using our relationship  with Beacon for private or personal
     gain or from  using for such gain any  information  coming to our  personal
     knowledge by virtue of our relationship with Beacon.

o    To take reasonable action to ensure that our business activities undertaken
     on  behalf  of  Beacon  are in  compliance  with  all  applicable  laws and
     regulations as well as with Company policies.

o    To use  information  we  receive  in the  course of our  relationship  with
     Beacon,  which  information  is  not  publicly-known,   to  invest  in  the
     businesses of suppliers,  contractors or customers, or to speculate in real
     estate or corporate securities,  for our own personal gain or that of other
     persons.  We must not divulge such information to persons outside of Beacon
     who could use such information for personal gain.

o    To refrain from engaging in transactions  with any entity that, to the best
     of our knowledge,  competes  directly with or does business with Beacon, if
     such transaction  could result in our decisions for Beacon being influenced
     by our personal interests in the transaction.

o    To avoid (and to cause members of our immediate families to avoid) having a
     financial  interest  from which we or members of our  immediate  family may
     profit,  directly or  indirectly,  in any business which is a competitor of
     Beacon or with which Beacon does or is about to do business.  This does not
     preclude  investing in securities of public  corporations  where the amount
     owned is less than 5% of the outstanding stock of the corporation.

o    To avoid  participating  in any outside  activity  that may result in legal
     liability to Beacon.

o    To avoid  outside  business  activities  which could give rise to potential
     liability  to Beacon or which could  compromise  any  director,  officer or
     employee with respect to decisions  made on behalf of Beacon or commitments
     of time to the business to be performed on behalf of Beacon.  This does not
     prohibit outside business activities as such by such individuals.

o    To refrain from accepting any gifts,  other than  advertising  specialities
     and similar  items of nominal  value,  and to refrain  from  accepting  any
     excessive entertainment.


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                      Prohibited Payments and/or Receipts.
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     The Company specifically  prohibits its directors,  officers,  employees or
agents from  offering,  giving,  soliciting or receiving of any form of payment,
bribe,  kickback or other form of direct or indirect benefit to secure or retain
work,  or when there is reason to believe  that some part of the payment will be
used for such purposes.  The provision of Company products and services (and its
acquisition  of products and  services)  must be free from any  perception  that
favorable  treatment  was  sought,  received  or  given  on  the  basis  of  any
Company-sponsored  gift, meal,  entertainment,  travel or other consideration of
value.

     For guidance,  do not deliver anything having a fair market value exceeding
$500 without the prior written approval of the Compliance Officer. This includes
any gift, meal, entertainment, travel accommodation or other thing of value paid
from the personal funds of a Company officer, employee or agent.

     The Company also requires its directors, officers, employees and agents who
are involved  directly or  indirectly in the  Company's  non-U.S.  operations to
abide  by the  Foreign  Corrupt  Practices  Act  ("FCPA").  This  prohibits  any
payments,  loans or gifts or promises or offers of  payments,  loans or gifts or
any money or anything of value, directly or indirectly:

(i)  To or for the  use or  benefit  of (A)  any  official  or  employee  of any
     government,  government agency,  government  instrumentality,  or political
     party,  or to any other  person if one knows or has reason to know that any
     part of such  payment,  loan or gift or thing of value will be  directly or
     indirectly  given  or paid to any such  official  or  employee  (B) for the
     purpose of inducing  such  official to use his or her  influence  with such
     government, agency, instrumentality or party, to perform or fail to perform
     his or her  official  functions  or to secure any  improper  advantage,  in
     either case to assist the Company or the employee in obtaining or retaining
     business  for,  or  directing  business  to, any  person,  or to  influence
     legislation  or  regulations  of  any  government  or  any  instrumentality
     thereof.

(ii) To any person,  political  party or any other entity,  the payment of which
     would  violate  either  the laws or  policies  of any  country in which the
     Company is doing (or is to do)  business,  or the country or  countries  of
     such person, party or entity.

     These prohibitions extend even to transactions  involving foreign countries
in which the practice is acceptable  or is considered "a way of doing  business"
(except  where  explicitly  permitted by local law and a formal legal opinion to
that effect is secured in advance, and in compliance with US law).

     Corporate  property or benefits may not be offered or given to any officer,
employee or  representative  of a customer  or  supplier or to any  governmental
official or employee through direct or indirect means.  This prohibition  covers
more than an actual payment of cash. Any  out-of-the-ordinary  payment made from
Company  funds or delivery of Company  property  for the purpose of obtaining or
retaining business or unduly influencing some matter (such as a tax decision) in
favor of the Company could be considered  improper and/or illegal.  For example,
this policy prohibits extravagant entertainment,  lodging, tickets, or a gift of
significant  value. These payments may be considered to be bribes and may result
in violation of Federal, state or foreign laws with attendant criminal and civil
sanctions and requirements  for disclosure.  Although in certain cases, the FCPA
permits  paying   reasonable  and  necessary  token  gratuities   ("facilitating
payments") to foreign  officials whose duties are clerical or ministerial,  such
payments  should not be made  without the  approval of the  Compliance  Officer.
Moreover, it should be emphasized that the fact that particular conduct does not
violate  the  FCPA  does  not  mean  that it may not  violate  other  laws  with
potentially serious consequences for the Company and the individuals concerned.

     If any question  exists as to the  propriety of any proposed  payment,  the
matter should be referred to the Compliance Officer.

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                      Political Activity and Contributions
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Employees Holding Public Office

     Beacon  encourages  all  employees  to vote and be active in the  political
process. Employees who hold public office must be careful to distinguish between
political  activities  undertaken in their official public  capacity,  and those
undertaken at the request of the Company.  Unless specifically  requested by the
Company to  communicate  on its behalf,  employees  holding  public  office must
designate  communications with legislators or the public as expressing their own
personal viewpoints and not those of the Company.  The use of Company stationery
for any such communication is prohibited.  All inquiries regarding the Company's
position on proposed  legislation  or other public  issues should be referred to
the Chief Executive Officer and the Board of Directors.

Political Contributions, Lobbying, Gifts to Public Officials.

     Many laws govern political contributions,  lobbying and the giving of gifts
to  public  officials,  and  these  laws are very  complex.  Employees  may make
whatever  political  contributions  they  choose in their  individual,  personal
capacities,  but any  contributions  or  lobbying  by the  Company  require  the
approval of the Board of Directors.  The contribution of Company time, services,
or  facilities  is not a  personal  contribution.  The giving of gifts to public
officials and members of their staff,  whether in the form of meals,  tickets to
events,  or  otherwise,  is  strictly  regulated  by most states and the Federal
government.  No  officer  or  employee  may  give  any  type of gift to a public
official without checking with the Compliance Officer in advance to determine if
such actions are allowed.

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                              Antitrust Compliance
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     It is the policy of Beacon to make its business  decisions based on what it
considers to be in its own best interests,  completely independent and free from
any  understandings or agreements with any competitor.  This policy requires the
absolute  avoidance  of any conduct  which  violates,  or which might  appear to
violate,  those underlying  principles of antitrust law which forbid any kind of
understanding or agreement between competitors  regarding prices, terms of sale,
allocation  of  customers  or  markets,  or any other  activity  that  restrains
competition, whether by sellers or purchasers.

     The  antitrust  laws are aimed  primarily at those acts or  practices  that
interfere  with the  normal  economic  effects  of supply  and  demand in a free
market.  Most  antitrust  problems  arise from the  discussion  or  exchange  of
sensitive  information with  competitors,  particularly the disclosure of future
business  plans  and  strategies,  and  prospective  price-related  information.
Generally  speaking,  a single entity acting  independently is free to establish
any terms it chooses in the areas of pricing,  customers,  marketing  strategies
and product innovation. This rule applies unless the entity gains such dominance
in a given  market  that it becomes a  monopoly.  While any one  company  may be
entirely free, acting by itself, to select its own business policies and to make
its own business  decisions,  it is unlawful  for it to select such  policies or
make such decisions on the basis of  arrangements  or agreements  between it and
others.

     While  everyone  associated  with  the  Company  must be  sensitive  to the
antitrust laws in all dealings, membership in industry or trade associations and
attendance  at meetings at which  competitors  will be present  deserve  special
mention.  Trade associations  perform useful and legitimate functions and can be
supported by the members of an industry under appropriate  circumstances.  Trade
association meetings,  however, provide opportunities for informal gatherings of
competitors  and,  consequently,  expose each  person  present to the risk of an
inference  of  collusion if such  gatherings  are followed by parallel  business
action.  Accordingly,  employees  of the Company are not  permitted  to join any
trade  association on behalf of the Company  without  approval by the Compliance
Officer.

     Similarly,   attendance  at  informal   meetings  or  gatherings  at  which
competitors  will be present  can give rise to  potential  antitrust  liability.
Attendance  may be  permitted  only with the prior  approval  of the  Compliance
Officer. Such approval may be general (as in the case of recurring meetings such
as trade association committees,  task forces and research groups), or specific,
as in the  case of a  meeting  called  for a  purpose  that  has not  previously
received  general  approval.  Examples of  guidelines  for such  meetings  would
include requiring the use of a written agenda (approved in advance),  the taking
of written minutes, prohibiting discussion of sensitive information, and leaving
such meetings if inappropriate items are discussed at the meetings.


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                            Compliance With The Code
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Obtaining Guidance

     Although  the Code  establishes  guidelines  for  business  conduct,  it is
impossible to  anticipate  every  situation  that may involve  making  difficult
decisions.  The  purpose  of the Code is to  establish  guidelines  and  promote
awareness of Company policies. Employees in the course of their duties may, from
time to time, be faced with issues in which the right decision is not clear.  In
such a case, the Company urges you contact the Compliance Officer.

Obligation to Report Information

     It is the  obligation  of each  officer and  employee  to report  suspected
violations of the Code (including  violations of law and other Company policies)
to the Compliance Officer. Any employee who fails to comply with this obligation
will be  subject to  disciplinary  action,  including  possible  termination  of
employment.  No  retaliation or retribution of any kind will be taken against an
employee  who  reports  a  suspected  violation.  However,  if  an  employee  is
personally  involved  in the  activity  he or she  discloses,  the  Company  may
nevertheless take appropriate disciplinary action against that employee. In such
circumstances,  the fact that the employee took the affirmative step to disclose
the activity would ordinarily be a positive factor in assessing  disciplinary or
other action.

     The  Company   prefers  that  you  provide  your  identity  when  reporting
violations  of the  Code.  This  will  enable  the  Company  to  contact  you if
additional  information or follow up is necessary.  All information will be kept
confidential,  to the extent  possible  under the  circumstances.  Employees may
choose to report  information  anonymously.  In certain instances,  however,  an
appropriate  investigation  cannot be  conducted  without  the  identity  of the
individual reporting the violation.  If an employee's identity is essential to a
thorough investigation, the appropriate Company officer will advise the employee
of that fact.

Investigation

     All allegations of suspected violations will be promptly investigated in an
objective and  professional  manner and  appropriate  action will be taken.  The
specifics  of  an  investigation,  including  the  identity  of  the  individual
reporting the information,  will be kept confidential  except as such disclosure
is necessary to fully investigate the allegations,  facilitate resolution and/or
report the results to appropriate authorities.


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                             INSIDER TRADING POLICY
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Please see separate document for a copy of the Company's insider trading policy.


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                                 ACKNOWLEDGMENT
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Employee Acknowledgment

     You must formally  acknowledge  that you have received and read the Code of
Business  Conduct,  and that you are either in compliance  with the Code or that
you have made a full disclosure regarding any possible violations of the Code.