Exhibit 14.1

Code of Conduct

GRAPHIC

March 29, 2005

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Code of Conduct

1.     Statement of Principles

There is a simple idea that stands behind everything that we do at the Mueller Group, Inc. ("Company"): we pursue our business objectives with honesty,
integrity and in full compliance with all laws. This is not only the right thing to do. It makes good business sense. The Company's reputation as a good corporate citizen is critical to our success in
the marketplace. By acting with honesty and integrity we earn the trust of our customers, co-workers, regulators, suppliers and the communities where we live and work. A single employee's
misconduct can seriously damage our Company. These standards are presented to guide your conduct and to protect and enhance the reputation of our Company. They apply to all employees, including senior
officers and directors of the Mueller Group, Inc. and its subsidiaries.

Employees
should understand that these standards are drafted broadly. It is our Company's intent to exceed the minimum requirements of the law and industry practice. Therefore, all of
our employees,
officers and directors must conduct themselves according to the language and spirit of these standards and avoid even the appearance of improper behavior.

The
Company intends to enforce these standards vigorously. Violations could lead to sanctions, up to and including dismissal for cause, as well as in some cases, civil and criminal
liability.

2.     Administration of the Compliance Program

Each employee, officer and director is responsible for upholding these standards. All business unit managers are held accountable for enforcement in their
business units. The Chief Compliance Officer, will oversee the Company's compliance program. The Chief Compliance Officer will be assisted by the Human Resources Department, the Legal Department, and
an Executive Compliance Committee.

These
standards address difficult questions. At times, you may not be sure how the standards apply. The best starting point for resolving concerns, reporting potential violations, or
asking advice on compliance related issues is usually your supervisor who will be assisted by others in the Company including the Chief Compliance Officer, Human Resources, and the Legal Department.
You may also contact the Chief Compliance Officer, Human Resources, or Legal Department directly, or theMueller Group Helplineat
1-800-871-2194.

3.     Business Ethics

The Company is strongly committed to conducting business with honesty and integrity and in full compliance with all applicable laws, rules, and regulations. No
employee, officer or director of the company shall commit an illegal or unethical act, or instruct others to do so, for any reason. The following are the Company's policies on matters of business
ethics in the indicated areas.



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4.     Proper Accounting Practices

In addition to our commitment to accurately report financial performance, the Company is required by securities laws to report financial information in accordance
with generally accepted accounting principles.

Each
employee must help maintain the integrity of the Company's record keeping and reporting systems. Information must be reported accurately and completely. The extensive accounting
requirements that the Company must fulfill require that the Company rely on employee truthfulness in accounting practices, strictly adhering to the ethical and accounting standards of the respective
regulatory and professional authorities. No circumstances justify the maintenance of "off-the-books" accounts to facilitate questionable or illegal payments, or any other
improper accounting practices.

5.     Conflicts of Interest

Our employees, officers and directors have an obligation to act in the best interest of the Company. All employees, officers and directors should avoid situations
where their personal interests (or that of family members) could conflict or appear to conflict with the interests of the Company. Conflicts of interest may arise when an employee's, officer's or
director's position or responsibilities with the Company present an opportunity for personal gain or profit apart from their earnings from the Company. Also, a conflict of interest exists when an
employee's, officer's or director's personal interests are inconsistent with those of the Company and create conflicting loyalties. Such conflicting loyalties can cause an employee to give preference
to a personal (or family) interest in a situation where corporate responsibilities should come first. Some areas that have a great potential for conflict are as follows:



Situations
involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest to your supervisor or the
Legal Department.

In
order to avoid conflicts of interest, each officer and director must disclose to the General Counsel or Chief Compliance Officer any material transaction or relationship that
reasonably could be

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expected
to give rise to a conflict of interest. The General Counsel or Chief Compliance Officer shall notify the Audit Committee of the Board of Directors of any such disclosure.

6.     Protection and Proper Use of Company Assets

Protecting Company assets against loss, theft or other misuse is the responsibility of every Company employee, officer and director. Loss, theft and misuse of
Company assets directly impacts the Company's profitability. Any suspected loss, misuse or theft should be reported.

The
sole purpose of the Company's computers, equipment, vehicles and supplies is the conduct of our business and they may only be used consistent with Company guidelines.

7.     Insider Trading

Using non-public Company information to trade in securities, or providing a family member, friend, or other person with a "tip" is a serious offense.
The offense may occur when, for example, a person trades stock while in possession of material, non-public information about the company involved. Information is "material" if it would
affect the average person's decision whether to buy, sell or hold the stock or if it would reasonably be expected to have a significant effect on the market price of the securities of the company
involved. It is "non-public" if it has not been released to the investing public.

The
Company and its employees, officers and directors share an interest in avoiding an insider trading investigation. An individual convicted of insider trading may face civil and
criminal liabilities and/or a substantial fine. The investigation could tarnish the Company's reputation and may subject the Company to additional penalties. Consequently, Company policy forbids
insider trading by all employees, officers and directors. Employees, officers and directors should not trade on the basis of confidential information obtained at the workplace or share confidential
information with others so that they may trade on the basis of that informationwhether the information relates to the Company or its parent corporation, should it issue stock at some
point, suppliers, customers, competitors, or some other entity.

Insider
trading law is complex. If an employee, officer or director is unsure as to how the law applies in a given instance, he or she should ask the General Counsel or Chief Compliance
Officer before trading.

8.     Quality of Public Disclosure

The Company has a responsibility to provide full and accurate information in our public disclosures about the Company's financial conditions and results of
operations. Reports and documents filed with or submitted to the Securities and Exchange Commission and other public communications shall include full, fair, accurate, timely and understandable
disclosure.

9.     Environmental Compliance

The Company is committed to full compliance with all federal, state and local environmental statutes and regulations pertaining to our businesses. Environmental
training programs and audits will be conducted periodically at Company facilities to ensure compliance and to suggest ways of improving our operations. Each employee involved with hazardous material
must know and comply with all applicable federal, state, and local environmental protection laws and regulations.

In
addition to knowing and complying with all applicable environmental laws and regulations, each employee must report any spills, discharges, or releases into the environment to his or
her business unit manager or environmental manager for prompt remedial action. Any suspected violations of environmental statutes or regulations must be reported.

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10.   Safety and Health

The Company considers employee safety and health as one of its highest priorities. The products made by the Company and materials handled by employees require
strict adherence to safety procedures, rules and regulations. Furthermore, no weapons are allowed anywhere on Company property, including in employee offices, lockers or vehicles. Your safety and the
safety of each of your colleagues depends upon high safety consciousness. Employees should always report any unsafe situation.

11.   Competitive Practices/Antitrust Laws

The Company competes vigorously, but fairly. As we expand our commercial and foreign businesses, all employees must be aware of the applicable
antitrust/competition laws and the statutory restraints on competitive practices. Statements made by employees regarding the capabilities of the Company's products, either verbally or in advertising
brochures and literature describing our products, product samples and demonstrations and exhibits, must be true and correct, with disclosure of relevant information that keeps such statements from
being misleading. All statements must be within the bounds of good taste and must be backed by documentation of the claims in support of any competitive statements.

Although
factual comparisons of the Company's products with a competitor's products are perfectly acceptable, it is unlawful and against Company policy to make false remarks about
competitors, their products, or their services.

In
relationships with competitors it is important that employees fully understand and strictly adhere to the requirements of the federal and state antitrust laws. Foreign sales and the
conduct of our business in foreign countries also require compliance with their business competition laws. These laws, that in the United States at the federal level include the Sherman Act, the
Clayton Act, the Robinson-Patman Act, and the Federal Trade Commission Act, seek to advance and maintain the free enterprise system and take precedence over any business objectives of the Company.
Price fixing, restrictive inducements and discriminatory allowances are, in almost all instances, illegal. Employees should avoid any conduct that could be construed as a violation of antitrust and/or
competition laws. If you have any questions regarding any of these matters, contact the Legal Department.

12.   Confidentiality of Company Information

Confidential proprietary information generated in our business is a valuable asset.

Company
confidential information encompasses information intended for internal use only. Confidential information includes all non-public information that might be useful to
competitors or that could be harmful to the Company, its customers or its suppliers if disclosed. This information must be protected. Intellectual property, as well as business research and new
product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing
information must also be protected. The Company endeavors to keep all of this information confidential indefinitely. All Company confidential information must be handled in a manner so as to ensure
protection from disclosure. Access should be limited to those employees, officers and directors who have a "need to know." Inadvertent disclosures such as communications to customers, disclosures
through Company publications, and disclosures in casual conversation in public places must be avoided.

Company
confidential information must not be disclosed by employees, officers or directors to anyone outside the Company except for a legitimate business purpose (such as contacts with
the Company's accountants or its outside lawyers). Requests for information from government officials or agencies should be referred to the Legal Department. Releasing any corporate information
through

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other
channels is a violation of these standards and may be illegal. An employee's, officer's or director's obligation to safeguard Company confidential information continues even after the employee
leaves the Company.

13.   Equal Employment Opportunity

The Company is committed to maintaining a work environment that is free from discrimination and harassment. Each person shall have equal access to employment
opportunities, and the Company will make reasonable accommodations and provide access to Company facilities for employees with disabilities.



14.   Drugs and Alcohol

The Company is committed to maintaining a drug-free and alcohol-free work environment. It recognizes that any work-related
involvement by employees with illegal drugs and alcohol can have a negative impact on the workplace.

Being
under the influence of illegal drugs or alcohol during working hours is grounds for disciplinary action up to and including discharge. The use, consumption, sale, distribution, or
possession of illegal narcotics, drugs or controlled substances, or alcohol on Company property or worksites or in Company-supplied vehicles, whether during working or nonworking hours, is grounds for
disciplinary action up to and including discharge.

The
Company considers drug addiction and alcoholism to be treatable diseases and, accordingly, will cooperate with employees who proactively seek treatment.

15.   Compliance with these Standards and Reporting of Any Illegal or Unethical Behavior

The conduct of each employee, officer and director is of vital importance to the Company. All employees, officers and directors are expected to comply with these
Standards and all laws.

A
violation of these Standards or laws by a single employee can cost the Company dearly; it undermines our business and all of our reputations. For these reasons, these Standards will be
strictly enforced and violations will be dealt with immediately, including subjecting violators to corrective and/or disciplinary action such as dismissal or removal from office. Violations of the
Standards that involve illegal behavior may be reported to the appropriate authorities.

Employees,
officers and directors should report any concerns, questions, or violations of laws, rules, regulations or these Standards to their supervisors, the Chief Compliance Officer,
Human Resources, the Legal Department or theHelpline. In the case of accounting, internal controls or auditing matters, employees, officers and
directors should report concerns, questions or violations to

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the
Audit Committee of the Board of Directors. Concerns about violations of laws, rules, regulations or these Standards by senior management should be reported promptly to the General Counsel or Chief
Compliance Officer.

The
Company encourages all employees, officers and directors to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations. The
Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith.

16.   Waivers and Amendments

Any waivers of the provisions of these Standards for executive officers or directors may only be granted by the Board of Directors and will be promptly disclosed
to the Company's shareholders. Any waivers of these Standards for other employees must be approved by the Legal Department and the Chief Compliance Officer.

Amendments
to these Standards must be approved by the Audit Committee of the Board of Directors and amendments of the provisions of these Standards applicable to senior management will
be promptly disclosed to the Company's shareholders.

17.   Helpline

AHelplinehas been established for your use. You are encouraged to use the Helplineto
report any suspected violations of law or Company policy or other improper or illegal conduct. Reports to the Helplinemay be made anonymously.

The
CompanyHelplineis an 800 number that allows easy access by all callers 24 hours per day, seven days a week at
1-800-871-2194.

The
assigned Helpline Coordinator will answer theHelplinein person during regular business hours. Whenever the Helpline Coordinator is
away from the office or during nonworking hours, theHelplinewill be connected to a confidential voice mailbox.

Mueller Group, Inc.Helpline:
1-800-871-2194

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