Exhibit 14.1

Ethics Policy

For Employees, Officers and Directors 

(Amended 8-23-05)

 

Introduction

Mechanical Technology Inc., MTI Instruments, Inc. and MTI MicroFuel Cells Inc. (collectively, "MTI") and their employees are committed to the highest standards of ethical behavior. Daily business decisions are made based on our shared values: Integrity, Innovation, Excellence, Teamwork and Compassion. Integrity takes precedence should it ever be in conflict with any other value.

The Workplace

MTI is committed to providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship and that permits us the opportunity to achieve excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, our executives and management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all of us. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.

Responsibility to Others

MTI is committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone.  For the communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.  For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.  For our suppliers and partners we are committed to fair competition and the sense of responsibility required of a good customer and teammate. 

Compliance with Law  

MTI will conduct its business in compliance with all applicable laws and regulations.  Compliance with the law is not our entire ethical responsibility -- it is a minimum, absolutely essential condition for performance of our duties.  In conducting business, we will comply with all laws, paying particular attention to the following:

Securities Laws:  Federal law and Company policy prohibit officers, directors and employees, directly or indirectly through their families or others from purchasing or selling company stock while in the possession of material, non-public information concerning the Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.

Material, non-public information is any information that could          reasonably be expected to affect the price of a stock. If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material.  It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.  Two simple rules can help protect you in this area: (1) don't use non-public information for personal gain. (2) Don't pass along such information to someone else who has no need to know.  This guidance also applies to the securities of other companies for which you receive information in the course of your employment at MTI. 

Anti-Trust Laws and Competition:  MTI encourages competition -- which benefits consumers by prohibiting unreasonable restraints on trade. MTI competes vigorously while at the same time adhering to both the letter and spirit of antitrust laws.