Exhibit 14.1   Code of Ethics


                       AMERICAN LOCKER GROUP INCORPORATED

                       Code of Business Conduct and Ethics

Introduction

     This Code of Business  Conduct and Ethics (this "Code") is designed to give
employees, officers and directors of the Company (collectively,  "Participants")
guidance in recognizing and dealing with ethical issues,  provide mechanisms for
reporting  unethical conduct and foster a culture of honesty and accountability.
All  Participants  must conduct  themselves  in accordance  with this Code,  and
violators will be subject to disciplinary action.

1.   Conflicts of interest.
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     A "Conflict  of  Interest"  occurs when an  individual's  private  interest
improperly  interferes with the interests of the Company. A Conflict of Interest
may arise when (a) a Participant takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively,  (b) a
Participant,  or a  member  of his or her  family,  receives  improper  personal
benefits as a result of his or her position in the Company,  (c) a  Participant,
or a member of his or her  family,  serves as a director,  officer,  employee or
agent for a competitor of the Company, or (d) a Participant,  or a member of his
or her family, receives a loan (or guarantee of an obligation) from the Company.

     Conflicts of Interest are  prohibited  by this Code,  except as provided in
guidelines  approved by the Board of  Directors.  It is  impossible  to list all
situations  or  relationships  that might  create a Conflict of  Interest.  If a
Participant  is  unsure  whether a  particular  set of  circumstances  creates a
Conflict of Interest, he or she should follow the procedures outlined in Section
9(a) below.

2.   Corporate Opportunities.
     -----------------------
     Participants are prohibited from taking for themselves  personally business
opportunities  discovered through the use of corporate property,  information or
position without the consent of the Board of Directors. Participants may not use
corporate  property,  information,  or  position  for  improper  personal  gain.
Employees are prohibited from directly or indirectly competing with the Company.
Participants owe a general duty to the Company to advance its interests when the
opportunity to do so arises.

3.   Confidentiality.
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     Participants must maintain the confidentiality of confidential  information
entrusted to them by the Company or its  customers,  except when  disclosure  is
authorized  by the  Company's  Chairman or President  or mandated by  applicable
laws,  rules  or  regulations.   Confidential  information  includes  non-public
information  that might be of use to competitors,  or whose  disclosure might be
harmful to the Company or its customers, if disclosed.


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4.   Fair dealing.
     ------------
     The Company strives to outperform its competition with superior performance
and without the use of unethical or illegal practices. Accordingly, Participants
should  endeavor to respect  the rights of and deal  fairly  with the  Company's
customers,  suppliers,  competitors  and  employees.  For example,  Participants
should not (a) give cash (or cash  equivalent)  gifts to any person or entity in
the course of Company duty,  (b) spread rumors about  competitors,  customers or
suppliers that the Participant knows are false, (c)  intentionally  misrepresent
the nature or quality of the Company's  products and services,  or (d) otherwise
take unfair advantage of anyone through unfair-dealing practices.

5.   Protection and proper use of company assets.
     -------------------------------------------
     Participants  should  endeavor to protect the  Company's  assets and ensure
their efficient use. Theft,  carelessness  and waste have a direct impact on the
Company's  profitability.  Company  assets  should  not be used for  non-Company
business, except that incidental personal use may be permitted.

     The obligation of Participants to protect the Company's assets includes its
proprietary information.  Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service  plans,  engineering  and  manufacturing  ideas,  designs,
databases,  records,  salary information and any unpublished  financial data and
reports.  Unauthorized  use or  distribution of this  information  would violate
Company  policy.  It could also be illegal and result in civil or even  criminal
penalties.

6.   Compliance with laws, rules and regulations (including insider trading
     laws).
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     Participants  must obey the  laws,  rules and  regulations  of the  cities,
states and countries in which the Company  operates,  including  insider trading
laws. Participants must seek advice from supervisors,  the Company's Chairman or
President or other  appropriate  personnel when unsure about what is required by
applicable laws, rules and regulations.

7.   Special  Ethical  Obligations of the Chief  Executive and Senior  Financial
     Officers.
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     It  is  Company   policy  to  make  full,   fair,   accurate,   timely  and
understandable  disclosure in compliance  with all  applicable  laws,  rules and
regulations in all reports and documents that the Company files with, or submits
to,  the   Securities   and  Exchange   Commission   and  in  all  other  public
communications made by the Company. The Company's Chief Executive Officer, Chief
Financial Officer and Chief Accounting  Officer (or persons  performing  similar
functions)  (together,  "Senior  Officers")  are each  required to abide by this
policy and to promote compliance with this policy by all employees.  Each Senior
Officer also has the following specific responsibilities:

     o Exercise  leadership in creating a culture of high ethical  standards and
commitment to compliance,  maintain a work environment that encourages employees
to raise concerns,  promptly address employee compliance concerns, and act in an
honest and ethical manner.

     o Promptly  bring to the attention of the Company's  Board of Directors any
material  information  of  which  he or  she  becomes  aware  that  affects  the
disclosures made by the Company in its public filings.


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     o Promptly  bring to the attention of the Company's  Board of Directors and
Audit  Committee any  information he or she may have  concerning (a) significant
deficiencies  in the  design  or  operation  of  internal  controls  that  could
adversely affect the Company's ability to record, process,  summarize and report
financial  data  and (b) any  fraud,  whether  or not  material,  that  involves
management  or other  employees  who have a  significant  role in the  Company's
financial reporting, disclosures or internal controls.

     o Promptly  bring to the attention of the  Company's  Chairman or President
any  information he or she may have concerning any violation of this Code by any
member of  management  or other  employees  who have a  significant  role in the
Company's financial reporting, disclosures or internal controls.

     o Promptly  bring to the attention of the  Company's  Chairman or President
and Audit Committee any information he or she may have concerning  evidence of a
material  violation  of the  securities  or other  laws,  rules  or  regulations
applicable to the Company and the  operation of its business,  by the Company or
any agent thereof.

8.   Waivers.
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     Any waiver of this Code for  executive  officers or  directors  may be made
only by the Board of  Directors  or a  committee  thereof  and will be  promptly
disclosed as required by applicable laws or stock exchange regulations.

9.  Compliance Procedures.
    ---------------------
     Participants  should  endeavor to promote  ethical  behavior and prompt and
consistent action against violations of this Code.

     (a)  Questions Under the Policy.

     If a Participant is unsure whether a situation might involve a violation of
this  Code,  he or  she  should  seek  guidance  before  acting.  If  in  doubt,
Participants should take the following steps:

     o    Gather  sufficient  facts to evaluate  the  situation,  and use common
          sense to  determine  whether  unethical or illegal  behavior  might be
          involved.

     o    Discuss the situation with a supervisor.

     o    Discuss the situation with the Company's  Chairman or President if (i)
          the  Participant  believes that the  supervisor is not an  appropriate
          person  with whom to discuss  the  situation  or (ii) the  Participant
          considers the supervisor's response inadequate.

     (b)  Reporting Violations.

     Participants  have a duty to report  violations or suspected  violations of
this Code or any  violation,  of laws,  rules or  regulations  to the  Company's
Chairman or President.  If a  Participant's  situation  requires that his or her
identity be kept secret,  the  Participant's  anonymity will be protected to the
extent  permitted  by  law.  It is the  policy  of  the  Company  to not  permit
retaliation against Participants for such reports that are made in good faith.


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10.  No Rights Created
     -----------------
     This  Code of  Business  Conduct  and  Ethics  is a  statement  of  certain
fundamental  principles,  policies  and  procedures  that  govern the  Company's
employees,  officers and directors in the conduct of the Company's business.  It
is not  intended  to and does not create any rights in any  employee,  customer,
client, supplier, competitor, shareholder or any other person or entity.