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                                                                    EXHIBIT 14.1

                               VIRBAC CORPORATION

                        CODE OF BUSINESS CONDUCT & ETHICS

1.    PURPOSE

      Virbac Corporation ("Virbac") is committed to conducting its business with
      the highest level of integrity. Virbac is adopting this Code of Business
      Conduct & Ethics (the "Code of Ethics") for its directors, officers and
      employees. An uncompromising commitment to this Code of Ethics is
      essential to the maintenance of Virbac's strong ethical foundation.

      This Code of Ethics highlights some of the more frequent ethical questions
      that you may face during your employment or association with Virbac. The
      items described in this Code of Ethics are not intended to be exhaustive
      and are, in fact, intended to serve only as a minimum standard of conduct.

      This Code of Ethics is divided into two parts. The General Standards of
      Conduct in Section 3 below apply to all Virbac directors, officers and
      employees. The Additional Standards for Financial Executives and other
      members of the Executive Management Team in Section 4 below apply only to
      Virbac's Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"),
      Secretary, Assistant Secretary, Accounting Managers, Controller, Head of
      the Veterinary Division, Head of the Consumer Brand Division, Head of
      Human Resources, Head of Operations, Head of Research and Development and
      the Director of Business Development (collectively, the "Executives").
      Each of the Executives will be required to sign an acknowledgment stating
      that he or she has received, read, and understands the Code of Ethics.

      It is important to note that all obligations and reporting requirements
      under this Code of Ethics are in addition to any obligations under any
      collective bargaining agreements to which any Virbac employee is bound.

      If you are uncertain as to whether a particular situation may violate this
      Code of Ethics or are otherwise concerned about any particular action or
      scenario, please follow the procedures outlined in Section 6 below.

2.    COMPLIANCE

      Each director, officer and employee of Virbac must comply with this Code
      of Ethics, as well as all federal and state laws, rules and regulations
      affecting Virbac's business. The failure to comply with any such rules,
      laws or regulations will give rise to disciplinary measures up to and
      including immediate dismissal from Virbac.

3.    GENERAL STANDARD OF CONDUCT

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      Each Virbac director, officer and employee is expected to conduct his or
      her affairs with uncompromising honesty and integrity. Decisions are made
      every day at all levels of Virbac that effect not only Virbac's
      performance but also the attitude of those who have a relationship with
      Virbac. We, as individuals, are, and should be, responsible for the
      decisions we make. From this point forward, each of us will be held
      accountable for not only the outcomes resulting from our decisions, but
      also for making decisions that are motivated and shaped by a commitment to
      honesty and integrity. The following General Standards of Conduct provide
      guidance which will help all of us make decisions that demonstrate that
      commitment.

      (a)   Standard of Ethics.

            Each Virbac director, officer and employee is expected to:

            (i)   be honest and ethical in dealing with the customers, vendors
                  and other business affiliates of Virbac, as well as any
                  regulators who have an interest in the business or affairs of
                  Virbac;

            (ii)  be respectful of the rights of fellow employees by refraining
                  from actions that may be construed as discriminatory,
                  libelous, slanderous or harassing;

            (iii) provide equal opportunity to all Virbac directors, officers
                  and employees, regardless of age, race, sex, sexual
                  preference, color, creed, religion, national origin, marital
                  status, veteran's status, handicap or disability; and

            (iv)  alert Virbac's Corporate Governance Committee (using the
                  procedure outlined in Section 6 below) whenever you discover
                  or suspect a violation of this Code of Ethics or discover or
                  suspect that any Virbac director, officer or employee is
                  engaging in conduct you consider to be dishonest, unethical or
                  potentially illegal.

      (b)   Conflicts of Interest

            You may not engage in any conduct that represents a conflict of
            interest. Conduct that represents a conflict of interest includes
            (i) any investment, activity or association that makes it difficult
            to perform work for Virbac in an objective and efficient manner or
            (ii) any investment, activity or association that causes you to
            receive improper personal benefits as a result of your position with
            Virbac. Examples of conduct that represent a conflict of interest
            include, without limitation:

            (i)   Promoting or causing Virbac to enter into business
                  transactions with your relatives or friends;

            (ii)  Violating Virbac's Insider Trading Policy;

            (iii) Making an investment that causes or may cause you to have more
                  than a modest financial interest in a Virbac customer, vendor,
                  or competitor;

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            (iv)  Seeking a loan or any other financial accommodation (such as a
                  guaranty or as a co-signor) from any person or entity you have
                  a relationship with as a result of your position with Virbac;

            (v)   Using your position with Virbac, or the use of Virbac's
                  property or information, for personal gain, including
                  diverting Virbac property for personal use unless specifically
                  authorized by the CEO; or

            (vi)  Participating in any activity that competes, may compete or
                  may appear to compete with Virbac, while you are employed by
                  Virbac.

      (c)   Corporate Opportunities

            Directors, officers and employees owe a duty to Virbac to advance
            its legitimate business interests when the opportunity to do so
            arises. Directors, officers and employees are prohibited from taking
            for themselves (or directing to a third party) a business
            opportunity that is discovered as a result of their position with
            Virbac, or through the use of Virbac's property or information.

      (d)   Gifts, Bribes and Kickbacks

            Neither you nor your relatives may give gifts to or receive gifts
            from Virbac customers and vendors or other business affiliates, or
            to or from regulators who have an interest in the business or
            affairs of Virbac (except gifts with a nominal value presented and
            received at a time when there is no activity between the parties
            that is outside the normal course of business or inconsistent with
            past practice and where both the gift and its receipt when judged by
            applicable, local standards would be considered a usual and
            customary business practice). Other gifts may be given or accepted
            only with prior approval of your senior management. In addition,
            neither you nor your relatives may pay or receive bribes or
            kickbacks (i.e., any item intended to improperly obtain favorable
            treatment).

      (e)   Alcohol/Substance Abuse

            Virbac is committed to a workplace free of substance abuse. We
            jeopardize ourselves and each other if we report to work impaired by
            the influence of alcohol or drugs. The use, possession, or
            distribution of unauthorized drugs or alcohol on Virbac time or on
            Virbac premises is prohibited. Virbac employees are encouraged to
            seek treatment for alcohol and substance abuse problems.

      (f)   Purchasing Practices

            All purchasing decisions should be designed to produce the best
            overall value for Virbac. Important considerations in many
            purchasing decisions include competitive bids, partnering
            arrangements, incentive-based contracts, quality verification and
            confirming the legal and financial condition of the supplier. Every
            effort should be made to avoid not only the actual occurrence, but
            even the

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            appearance, of personal conflicts in purchasing decisions.
            Accordingly, you should employ extra caution if you are considering
            making purchases on behalf of Virbac from family members or friends.
            At a minimum, you must discuss any such potential transaction with
            your supervisor before requesting bids or votes from friends, family
            or any entity in which such individuals have a managerial position.
            Agreements should be written and include established expectations
            for all parties.

      (g)   Loans

            You may not request or accept loans from Virbac. However, you may
            receive payroll advances and/or draws from Virbac if such advance or
            draw is properly documented in accordance with Virbac's established
            procedure.

      (h)   Improper Use or Theft of Virbac Property

            You must use Virbac assets only for a legitimate business purpose.
            You must safeguard Virbac property from loss or theft, and may not
            take such property for personal use. Virbac property includes
            confidential information, software, computers, office equipment and
            supplies.

      (i)   Compliance with Policies

            You may neither conceal mistakes nor falsify any Virbac, client or
            third party record. Mistakes must be fully disclosed and corrected.

            Applicable laws, including regulatory standards and requirements,
            and Virbac policy require Virbac to keep books and records that
            accurately and fairly reflect all financially significant, and in
            some cases, even non-financial, aspects of the Virbac business. Each
            of us, regardless of our position with Virbac, may engage in or know
            of activities that should be reflected in Virbac's books and
            records. In an effort to insure that Virbac satisfies its obligation
            to maintain accurate books and records, we maintain a system of
            internal accounting controls and have adopted other non-accounting
            policies designed to ensure that:

            (i)   Virbac enters into only those transactions, and our employees
                  engage in only such conduct, as is designed to contribute to a
                  proper business purpose;

            (ii)  all aspects of our conduct on behalf of Virbac have been
                  reviewed and approved by persons with appropriate skills and
                  experience; and

            (iii) all aspects of our conduct on behalf of Virbac are made known
                  to persons within our organization who are responsible for
                  ensuring that Virbac's financial reporting and other
                  disclosure obligations are satisfied (which obligations are
                  imposed not only by applicable law, but also by the
                  relationships of trust and confidence we seek to establish
                  with customers,

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                  suppliers, investors and others with whom Virbac maintains a
                  relationship).

            It is the responsibility of all Virbac employees to be aware of, and
            to comply with, the requirements of our internal accounting controls
            and other non-accounting policies. All Virbac employees will be held
            accountable for their actions and for compliance with this Code of
            Ethics. In addition to this general requirement, all employees who
            have any responsibility for accounting, financial reporting,
            internal controls or disclosure controls and procedures must act in
            strict accordance with the Virbac Accounting and Financial Reporting
            Integrity Policy attached hereto as Exhibit A.

      (j)   Protection of Virbac, Client or Vendor Information

            You may not use or reveal Virbac, client or vendor confidential or
            proprietary information to others. Additionally, you must take
            appropriate steps to prevent unauthorized access to such
            information. Confidential and/or proprietary information includes,
            without limitation, confidential and/or proprietary prospect and
            customer lists, data, research, specifications, memoranda, files,
            records, plans, concepts, flow charts, drawings, designs,
            descriptions, formulations, trade secrets and other confidential
            and/or proprietary information and property, including but not
            limited to, information regarding Virbac operations, businesses,
            affairs, management and market structure. The obligation to protect
            Virbac, client and vendor information under this Section 3(j) is not
            intended to limit any obligations that a Virbac director, officer or
            employee may have under an existing agreement with Virbac.

      (k)   Sales

            Virbac employees involved in the sale of any Virbac products may not
            include misstatements or unsupportable information in connection
            with any sales proposal. In addition, employees may not make
            unsupportable promises concerning Virbac products. Virbac employees
            involved in the sale of Virbac products must ensure that any written
            contract entered into with a Virbac customer documents the entire
            agreement between Virbac and such customer. Any agreement that is
            not incorporated into the text of the written contract will be
            considered ineffective.

      (l)   Electronic Communications

            Virbac employees must use electronic mail in accordance with the
            Virbac "Electronic Communication Policy" located in the Virbac
            employee handbook.

      (m)   Securities Trading

            You must ensure that your actions are in full compliance with
            Virbac's Insider Trading Policy at all times.

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      (n)   Political Contributions

            Personal contributions to political parties or candidates are a
            matter of individual choice. Such contributions may not be
            represented as being made on behalf of Virbac. Virbac funds may not
            be used for political contributions.

      (o)   Retention of Business Records

            Virbac business records must be maintained in accordance with the
            guidelines established by the Company. Different guidelines have
            been established for different types of records. Thus, records may
            be destroyed only at the expiration of the pertinent records
            retention period. In no case may documents relevant to pending or
            threatened litigation, government inquiry, subpoena or other
            information request, be discarded or destroyed, regardless of the
            periods specified above. In addition, you may never destroy, alter,
            or conceal, with an improper purpose, any record, or otherwise
            impede any official proceeding.

4.    ADDITIONAL STANDARDS FOR FINANCIAL EXECUTIVES AND THE EXECUTIVE MANAGEMENT
      TEAM

      Executives must comply with both the Virbac General Standards of Conduct
      and the Additional Standards for Financial Executives and the Executive
      Management Team. A dedicated commitment to both standards of conduct will
      assist Virbac in maintaining its strong ethical foundation.

      (a)   Accurate Periodic Reports

            Executives are expected to exercise the highest standards of care in
            making full, fair, accurate, timely and understandable disclosures
            in each report or document filed by Virbac with the SEC, each
            earnings release and any other public communication made by Virbac.
            In accordance with this expectation, all Virbac accounting records,
            as well as reports produced from those records, must be made in
            accordance with the laws of each applicable jurisdiction. All
            records must fairly and accurately reflect the transactions or
            occurrences to which they relate and must fairly and accurately
            reflect, in reasonable detail, the assets, liabilities, revenues and
            expenses of Virbac. The accounting records of Virbac may not contain
            any false or intentionally misleading entries. No transactions
            should be intentionally misclassified as to accounts, departments or
            accounting periods, and all transactions must be supported by
            accurate documentation in reasonable detail and recorded in the
            proper account and in the proper accounting period. You may not
            conceal information from PricewaterhouseCoopers or any other firm or
            individual conducting either an independent or internal audit of
            Virbac. Finally, you must fully comply with Virbac's system of
            internal accounting controls.

      (b)   Accountability for Compliance with Executive Standard of Conduct

            The Virbac Executives are expected to comply, at all times, with the
            Virbac General Code of Conduct, Executive Code of Conduct and all
            applicable federal

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            and state laws, rules and regulations. The consequences to Virbac of
            any departure from this policy could be extremely serious. The
            failure to comply with any applicable laws, rules and regulations
            will give rise to disciplinary measures, up to and including
            immediate dismissal from Virbac.

5.    AMENDMENTS AND WAIVERS

      This Code of Ethics has been approved by Virbac's Board of Directors and
      can only be amended as a result of official action by the Board of
      Directors taken in any manner permitted under Virbac's Certificate of
      Incorporation and By-laws. The application of this Code of Ethics may not
      be waived, and the manner in which this Code of Ethics or any portion
      thereof is applied may not be modified, either generally or with respect
      to specified individuals or circumstances, except as a result of official
      action by the Board of Directors taken in any manner permitted by Virbac's
      Certificate of Incorporation and By-laws. When making a determination
      concerning any proposed amendment, waiver or modification, the Board of
      Directors shall, at a minimum, consider the following matters:

      (a)   Whether approval of the proposed amendment, waiver or modification
            promotes a legitimate corporate interest of Virbac; and

      (b)   Whether the proposed amendment, waiver or modification undermines
            the goals the Code of Ethics was designed to achieve (as opposed,
            for example, to avoiding application of the Code of Ethics to
            unforeseen circumstances, resulting in unintended consequences.

6.    REPORTING QUESTIONS, CONCERNS OR ALLEGED VIOLATIONS OF THE CODE OF ETHICS

      (a)   Reporting Questions or Concerns

            If you have a question or concern regarding any aspect of this Code
            of Ethics, you may contact any member of Virbac's Corporate
            Governance Committee. You may find out the names of the current
            members of Virbac's Corporate Governance Committee by contacting
            Virbac's Human Resources Department.

      (b)   Reporting Alleged Violations

            If you discover or suspect a violation, or potential violation, of
            this Code of Ethics, or discover or suspect that any Virbac
            director, officer or employee is engaging in conduct you consider to
            be dishonest or unethical or potentially illegal you must report
            such violation or conduct to a member of Virbac's Corporate
            Governance Committee immediately.

      (c)   Procedure for Reporting

            If you want to address a question or concern, you may contact any
            member of the Corporate Governance Committee by mail, telephone or
            e-mail, or you may visit a committee member in person. There are no
            specific, pre-determined requirements for posing your question or
            concern. Rather, the Committee

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            member you contact will direct you to take any action they deem
            necessary or appropriate to fully respond to your inquiry in light
            of all of the relevant facts and circumstances.

            To file a report pursuant to this Section 6(b) above, please contact
            a member of the Virbac Corporate Governance Committee via Virbac
            interoffice mail, US mail, telephone or electronic mail as follows:

            US Mail:   Virbac Corporation, Attn: Corporate Governance Committee,
                       3200 Meacham Blvd., Fort Worth, TX 76137

            Telephone: (800) 338-3659, extension 3028

            E-Mail:    virbacinformant@virbacus.com

            Your correspondence or communication (referred to as a "Report")
            must describe, in detail, the nature of the potential violation of
            this Code of Ethics or the potentially dishonest, unethical or
            illegal conduct you have observed or suspect. If applicable, please
            include any relevant documents. The information submitted in your
            Report will be used only for purposes of conducting an investigation
            and taking any remedial action that is deemed necessary or
            appropriate. You may submit a report on an anonymous basis. If you
            choose not to submit the report anonymously, Virbac will attempt to
            maintain, but cannot guaranty, your anonymity throughout the
            process.

            IF YOUR QUESTION OR CONCERN RELATES TO, OR YOU ARE MAKING A REPORT
            CONCERNING, QUESTIONABLE ACCOUNTING METHODS, INTERNAL ACCOUNTING
            CONTROLS OR AUDITING MATTERS, PLEASE FOLLOW THE PROCEDURE OUTLINED
            IN THE "ACCOUNTING AND FINANCIAL REPORTING INTEGRITY POLICY"
            ATTACHED HERETO AS EXHIBIT A.

7.    PROTECTION FROM RETALIATION

      Virbac strictly prohibits discrimination, retaliation or harassment of any
      kind against any director, officer or employee who, based on the
      employee's reasonable belief that such conduct or practices have occurred
      or are occurring, submits a Report pursuant to or participates in an
      investigation regarding this Code of Ethics.

      If you believe that you have been subject to such discrimination,
      retaliation or harassment for having made a Report under this Code of
      Ethics, you must immediately report those facts in the manner provided in
      Section 6 above. Any such complaint shall be promptly and thoroughly
      investigated. You have the commitment of Virbac that, if a complaint of
      discrimination, retaliation or harassment is substantiated, appropriate
      disciplinary action will be taken.

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                                    Exhibit A

               Accounting and Financial Reporting Integrity Policy

      Virbac is committed to preserving the integrity of its financial reporting
procedures and the accuracy of the information provided to its stockholders, the
financial markets and various federal and state regulatory agencies. Virbac
encourages its employees to report any questionable accounting methods, internal
accounting controls or auditing matters (collectively, the "Accounting
Procedures") or concerns regarding Virbac's procedures for reporting financial
information (collectively, the "Financial Reporting Procedures") as detailed in
this Accounting and Financial Reporting Integrity Policy. Actions giving rise to
questionable Accounting Procedures or Financial Reporting Procedures constitute
serious violations of Virbac's Code of Ethics.

1.    ACCOUNTING PROCEDURES AND FINANCIAL REPORTING PROCEDURES

      To preserve the integrity of its Accounting Procedures and Financial
      Reporting Procedures, Virbac must maintain the following standards:

      (a)   Virbac must make full, fair, accurate, timely and understandable
            disclosures in its periodic reports.

      (b)   All Virbac accounting records, as well as reports produced from
            those records, must be made in accordance with the laws of each
            applicable jurisdiction.

      (c)   All records must fairly and accurately reflect the transactions or
            occurrences to which they relate.

      (d)   All records must fairly and accurately reflect, in reasonable
            detail, Virbac's assets, liabilities, revenues and expenses.

      (e)   All transactions must be supported by accurate documentation in
            reasonable detail and recorded in the proper account and in the
            proper accounting period.

      (f)   Each director, officer and employee, as applicable, must fully
            comply with Virbac's system of internal accounting controls.

      (g)   Virbac accounting records may not contain any false or intentionally
            misleading entries.

      (h)   No transactions should be intentionally misclassified as to
            accounts, departments or accounting periods.

      (i)   Information may not be concealed from PricewaterhouseCoopers or any
            other firm or individual conducting either an independent or
            internal audit of Virbac.

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2.    REPORTING A QUESTION OR CONCERN

      If you have a question or concern regarding questionable Accounting
      Procedures or Financial Reporting Procedures, you must report this
      information to a member of the audit committee (the "Audit Committee") of
      the Board of Directors of Virbac. You may contact any member of the Audit
      Committee by U.S. mail, telephone or electronic mail. Additional contact
      information for the members of the Audit Committee may be found at
      www.virbaccorp.com. Although you may contact any of the members of the
      Audit Committee, we recommend that you contact the Chairman of the Audit
      Committee as follows:

              Name        By U.S. Mail
              ----        ------------

              Audit       Virbac Corporation
              Committee   Attn: Chairman of the Audit Committee,
              Member,     3200 Meacham Blvd.
              Chairman    Fort Worth, TX 76137

      Your correspondence or communication (each, a "Report") must describe, in
      detail, the questionable accounting or auditing matter or the report of
      fraudulent financial information. If applicable, please include any
      relevant documents.

      Each Report will be promptly and thoroughly investigated in accordance
      with the procedures set forth in Section 3 below. All information
      disclosed during the course of the investigation will remain confidential,
      except as necessary to conduct the investigation and take any remedial
      action, in accordance with applicable law.

      You may submit your Report on an anonymous basis.

3.    INVESTIGATION OF REPORTS AND REMEDIAL ACTION

      The Audit Committee's response to Reports submitted pursuant to this
      Accounting and Financial Reporting Integrity Policy will depend on the
      nature and gravity of the conduct or circumstances reported, and the
      quality of the information provided. Where the Audit Committee determines,
      pursuant to the procedures set forth below, that questionable Accounting
      Procedures or Financial Reporting Procedures have occurred or are
      occurring, matters will be corrected and, if appropriate, the person
      responsible will be disciplined.

      The Audit Committee will respond to each Report in the following manner:

      (a)   Within five (5) business days following the receipt of a Report, the
            Audit Committee will hold a meeting via telephone to initiate a
            preliminary evaluation of the Report, which preliminary evaluation
            may include consultation with any advisors to the Audit Committee.
            This preliminary evaluation will include an examination of the
            available evidence and related circumstances to determine whether a
            broad investigation is required.

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      (b)   If a broad investigation is required:

            (i)   All Virbac employees have a duty to cooperate with the Audit
                  Committee's investigation. An employee shall be subject to
                  disciplinary action if such employee fails to cooperate in an
                  investigation, or deliberately provides false information
                  during an investigation.

            (ii)  No Virbac employee shall attempt to conduct an independent
                  investigation of the questions or concerns set forth in a
                  Report.

            (iii) No Virbac employee or member of the Virbac Board of Directors,
                  other than as specifically warranted by the Audit Committee,
                  shall confront or question the individual accused of the
                  alleged violation.

      (c)   The Audit Committee shall maintain an official record of each
            investigation. This record shall include all disclosures set forth
            in the Report, information obtained by the Audit Committee
            throughout its investigation and the Audit Committee's recommended
            course of action. This record should be maintained by the Audit
            Committee in accordance with the guidelines established by the
            Company.

      (d)   Upon completion of the investigation, the Audit Committee will
            inform Virbac's Chief Executive Officer, Chief Financial Officer and
            Board of Directors of its conclusion and recommended course of
            action. If the Audit Committee determines that a violation of the
            Virbac Code of Ethics has occurred or is occurring as a result of
            questionable Accounting Procedures or Financial Reporting
            Procedures, the Audit Committee shall direct Virbac to take
            effective remedial action commensurate with the severity of the
            offense. This remedial action may include disciplinary action
            against the accused party, up to and including termination.
            Reasonable and necessary steps will also be taken to prevent a
            recurrence of the alleged action.

      The Audit Committee will describe to the Board on a quarterly basis the
      status of each Report under investigation.

4.    PROTECTION FROM RETALIATION

      Virbac strictly prohibits discrimination, retaliation or harassment of any
      kind against any employee who, based on the employee's reasonable belief
      that such conduct or practices have occurred or are occurring, reports
      such information to the Audit Committee pursuant to this Accounting and
      Financial Reporting Integrity Policy. Virbac also strictly prohibits any
      discrimination, retaliation or harassment against any employee who
      participates in an investigation of complaints about questionable
      accounting or auditing matters, or the reporting of fraudulent financial
      information.

      If you believe that you have been subject to discrimination, retaliation
      or harassment for having made a Report under this Accounting and Financial
      Reporting Integrity Policy, you must immediately report those facts to the
      Audit Committee in the manner provided

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      in Section 2 above. Any such complaint shall be promptly and thoroughly
      investigated in accordance with the Audit Committee's investigation
      procedures outlined above.

      You have the commitment of Virbac and of the Audit Committee that, if a
      complaint of discrimination, retaliation or harassment is substantiated,
      appropriate disciplinary action will be taken.

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