Exhibit 14.1

                            FIVE STAR PRODUCTS, INC.

                 CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER

                          AND SENIOR FINANCIAL OFFICERS

         It is the policy of Five Star Products, Inc. (hereinafter the
"Company") that the directors, officers and employees of the Company and its
subsidiaries, including, but not limited to, the Principal Executive Officer,
Principal Financial Officer (i.e., Chief Financial Officer), Principal
Accounting Officer or Controller, or persons performing similar functions,
adhere to and advocate the following principles governing their professional and
ethical conduct in the fulfillment of their responsibilities:

1. Act with honesty and integrity, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships
(e.g., avoid receiving improper personal benefits as a result of his or her
position with the Company).

2. Provide full, fair, accurate, timely, and understandable disclosure in SEC
reports and documents and in other public communications.

3. Comply with laws of federal, state, and local governments applicable to the
Company, and the rules and regulations of private and public regulatory agencies
having jurisdiction over the Company.

4. Promptly report any violations of the Company's Code of Ethics to the
appropriate person(s) identified herein.

5. Act in a manner that shows accountability for adherence to the Company's Code
of Ethics.

6. Act in good faith, responsibly, with due care, and diligence, without
misrepresenting or omitting material facts or allowing independent judgment to
be compromised.

7. Respect the confidentiality of information acquired in the course of the
performance of his or her responsibilities except when authorized or otherwise
legally obligated to disclose. Do not use confidential information acquired in
the course of the performance of his or her responsibilities for personal
advantage.

8. Proactively promote ethical behavior among subordinates and peers.

9. Use corporate assets and resources employed or entrusted in a responsible
manner.

10. Do not use corporate information, corporate assets, corporate opportunities
or one's position with the Company for personal gain. Do not compete directly or
indirectly with the Company.

11. Comply in all respects with other applicable Company policies including, but
not limited to, the Company's Insider Trading Policy.

Reporting Violations

         If you have any concerns about a possible violation of the Company's
Code of Ethics, it is your responsibility to promptly report any such violations
to either the Company's Chairman of the Board or Audit Committee. Requests for
confidentiality will be honored to the greatest extent possible, consistent with
the Company's legal obligations. If an investigation confirms the allegation,
prompt corrective action will be taken. The Company will not tolerate
retaliation against persons making a report in good faith under this Policy.

Amendments/Waivers to Code of Ethics

         Any amendment to, or waiver of, the Code of Ethics must be approved by
the board of directors or a board committee responsible for corporate governance
matters. The Company is required to promptly disclose substantive amendments to,
and waivers of, the Code of Ethics for its principal executive officer and
senior financial officers. These disclosures must be made within five business
days after such amendment or waiver on Form 8-K filed with the SEC or on its
website at www.fivestargroup.com.