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                                                                    EXHIBIT 14.1


                          ATLANTIC AMERICAN CORPORATION
                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

         This Code of Business Conduct and Ethics describes the basic principles
of conduct that we share as officers and employees of Atlantic American
Corporation and its subsidiaries (collectively, the "Company"). This Code also
applies to our directors and should be provided to and followed by our agents
and representatives. Violation of this Code may result in disciplinary action,
varying from reprimand to dismissal.

         This Code is intended to provide a broad overview of basic ethical
principles that guide our conduct. In some circumstances, we maintain more
specific policies on the topics referred to in this Code. Should you have any
questions regarding these policies, please review your Employee Handbook or
contact the Company's Human Resources department.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         We strive to conduct our business in conformity with the highest
ethical standards and in compliance with all laws, rules, and regulations of the
places where we do business. If a law, rule, or regulation is unclear, or
conflicts with a provision of this Code, you should seek advice from your
immediate supervisor or from the Human Resources department but always seek to
act in accordance with the ethical standards described in this Code.

CONFLICTS OF INTEREST

         We conduct our business affairs in the best interest of our Company and
should therefore avoid situations where our private interests interfere in any
way with our Company's interests. We need to be especially sensitive to
situations that have even the appearance of impropriety and promptly report them
to a supervisor or, if appropriate, a more senior manager. If you believe that a
transaction, relationship or other circumstance creates or may create a conflict
of interest, you should promptly report this concern. A "conflict of interest"
can occur when an officer's, employee's or director's personal interest
interferes in any way with - or may appear to interfere with - the interests of
the Company as a whole. Personal interests may include commercial, industrial,
banking, consulting, legal, accounting, charitable or financial relationships,
among others. Conflicts of interest may also arise when an officer, employee or
director, or a member of his or her immediate family, receives personal benefits
outside of the compensation or reimbursement programs approved by the Board.

         It is our policy that circumstances that pose a conflict of interest
for our employees are prohibited unless a waiver is obtained through Human
Resources. Any waiver of this conflict of interest policy for a director or
executive officer may only be made by our Board of Directors (the "Board") and
any such waiver will be promptly disclosed to the public.

RECORD-KEEPING

         We require honest and accurate recording and reporting of information
in order to make responsible business decisions. We document and record our
business expenses accurately. Questionable expenses should be discussed with the
appropriate personnel in our accounting department.

         All of our books, records, accounts, and financial statements are
maintained in reasonable detail, appropriately reflect our transactions, and
conform both to applicable legal requirements and to our system of internal
controls.

         We avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies in our business records and
communications.

PUBLIC REPORTING

         We are a public company and as a result file reports and other
documents with the Securities and Exchange Commission (the "SEC") and the
securities markets on which our securities trade. In addition, we issue press
releases and make other public statements that include financial and other
information about our business, financial condition and results of operations.
We endeavor to make full, fair, accurate, timely and understandable disclosure
in reports and documents we file with, or submit to, the SEC and in our press
releases and public communications.

         We require cooperation and open communication with our internal and
outside auditors. It is illegal to take any action to fraudulently influence,
coerce, manipulate, or mislead any internal or external auditor engaged in the
performance of an audit of our financial statements.

         The laws and regulations applicable to filings made with the SEC,
including those applicable to accounting matters, are complex. While the
ultimate responsibility for the information included in these reports rests with
senior management, numerous other employees



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participate in the preparation of these reports or provide information included
in these reports. We maintain disclosure controls and procedures to ensure that
the information included in the reports that we file or submit to the SEC is
collected and communicated to senior management in order to permit timely
disclosure of the required information.

         If you are requested to provide, review or certify information in
connection with our disclosure controls and procedures, you must provide the
requested information or otherwise respond in a full, accurate and timely
manner. Moreover, even in the absence of a specific request, you should report
to the appropriate Company officer or employee any information that you believe
should be considered for disclosure in our reports to the SEC.

         If you have questions or are uncertain as to how our disclosure
controls and procedures may apply in a specific circumstance, promptly contact
your supervisor or a more senior manager. You are encouraged to ask questions
and seek advice. Additional information regarding how to report your questions
or concerns is included below in this Code under the heading "Reporting Illegal
or Unethical Behavior."

INSIDER TRADING

         We do not trade in Company stock on the basis of material, non-public
information concerning the Company, nor do we "tip" others who may trade in
Company securities. For more detailed information on the Company's policies and
guidelines relating to the possession and use of material, non-public
information concerning the Company and trading in Company securities, please see
the Atlantic American Corporation Employee Handbook.

CORPORATE OPPORTUNITIES

         We do not personally take opportunities that are discovered through the
use of Company property, information or position without the prior consent of
our Board. Our directors, officers, and employees are also prohibited from
competing with the Company.

COMPETITION AND FAIR DEALING

         We strive to conduct our business in conformity with the spirit and
letter of the law and under the highest ethical standards. We do not engage in
unethical or illegal business practices such as stealing proprietary
information, possessing trade secret information that was obtained without the
owner's consent, or inducing disclosure of this type of information by past or
present employees of other companies.

BUSINESS ENTERTAINMENT AND GIFTS

         We recognize that business entertainment and gifts are meant to create
good will and sound working relationships, not to gain unfair advantage with
customers or suppliers. Neither we nor our family members offer, give, or accept
any gift or entertainment unless it: (a) is not a cash gift, (b) is consistent
with customary business practices, (c) is not excessive in value, (d) cannot be
construed as a bribe or payoff, and (e) does not violate any laws or
regulations. Any questionable gift or invitation should be discussed with a
supervisor, or, if appropriate, a more senior manager.

DISCRIMINATION AND HARASSMENT

         The diversity of our employees is a tremendous asset. We provide equal
opportunity in all aspects of employment and will not tolerate discrimination or
harassment of any kind. Derogatory comments based on racial or ethnic
characteristics, unwelcome sexual advances and similar behavior are prohibited.

HEALTH AND SAFETY

         We strive to provide a safe and healthful work environment. We ensure a
safe and healthy work environment by following safety and health rules and
practices and promptly reporting accidents, injuries and unsafe equipment,
practices, or conditions to a supervisor or more senior manager.

         We do not permit violence or threatening behavior in our workplaces. We
report to work in condition to perform our duties at our best, free from the
influence of illegal drugs or alcohol. We do not tolerate the use of illegal
drugs in the workplace.

CONFIDENTIALITY

         We protect confidential information. Confidential information includes
proprietary information such as our trade secrets, trademarks, copyrights,
business and marketing plans, sales forecasts, customer and client data,
databases, records, salary information, and unpublished financial data and
reports, as well as any non-public information that might be of use to
competitors or harmful to us or our customers if disclosed. It also includes
information that suppliers and customers have entrusted to us on a confidential
basis. Our personal obligation not to disclose confidential information
continues even after employment ends.

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PROTECTION AND PROPER USE OF COMPANY ASSETS

         Theft, carelessness, and waste of Company assets have a direct impact
on our profitability and should be avoided. Any suspected incident of fraud or
theft should be immediately reported to a supervisor or, if appropriate, a more
senior manager for investigation. We carefully safeguard our confidential
information. Unauthorized use or distribution of confidential information is
prohibited and could also be illegal, resulting in civil or even criminal
penalties.

PAYMENTS TO GOVERNMENT PERSONNEL

         In compliance with the United States Foreign Corrupt Practices Act we
do not give anything of value, directly or indirectly, to officials of foreign
governments or foreign political candidates in order to obtain or retain
business. We do not promise, offer, or deliver to any foreign or domestic
government employee or official any gift, favor, or other gratuity that would be
illegal.

WAIVERS

         Only our Board may waive a provision of this Code for our executive
officers or directors, and any waiver should be appropriately disclosed to the
public. Waivers of this Code for any other employee may be made only through
Human Resources and then only under special circumstances.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

         In order to encourage good faith reports of illegal or unethical
behavior (including violations of this Code), we keep all reports confidential
and do not allow retaliation for reports of misconduct by others. It is also our
duty to cooperate in internal investigations of alleged misconduct.

         We must all work to ensure prompt and consistent action against
unethical or illegal behavior. Oftentimes a violation of this Code will be easy
to recognize and should be promptly reported to a supervisor or, if appropriate,
a more senior manager. However, in some situations it is difficult to know right
from wrong. Since none of us can anticipate every situation that will arise, it
is important that we have a way to approach a new or sensitive question or
concern. Here are some questions that can be asked:

1.       WHAT DO I NEED TO KNOW? In order to reach the right solutions, we must
         be as fully informed as possible.

2.       WHAT SPECIFICALLY AM I BEING ASKED TO DO? DOES IT SEEM UNETHICAL OR
         IMPROPER? This will focus the inquiry on the specific action in
         question, and the available alternatives. Use judgment and common
         sense; if something seems unethical or improper, it probably is.

3.       WHAT IS MY RESPONSIBILITY? In most situations, there is shared
         responsibility. Should colleagues be informed? It may help to get
         others involved and discuss the issue.

4.       HAVE I DISCUSSED THE ISSUE WITH A SUPERVISOR? This is the basic
         guidance for all situations. In many cases, a supervisor will be more
         knowledgeable about the question and will appreciate being brought into
         the decision-making process. Remember that it is the supervisor's
         responsibility to help solve problems.

5.       SHOULD I SEEK HELP FROM COMPANY MANAGEMENT? In the case which it may
         not be appropriate to discuss an issue with a supervisor, or where you
         would not be comfortable approaching a supervisor with your question,
         discuss it with the Human Resources manager. If for some reason you do
         not believe that your concerns have been appropriately addressed, you
         should seek advice from a company President or other senior officer.
         Alternatively, you may make confidential, anonymous submissions of
         concerns regarding alleged violations of this Code, including concerns
         with respect to questionable accounting or auditing matters, through
         procedures established and published by the Company from time to time.

CONCLUSION

         The Company's good name and reputation depend, to a very large extent,
upon you taking personal responsibility for maintaining and adhering to the
policies and guidelines set forth in this Code. Your business conduct on behalf
of the Company must be guided by the policies and guidelines set forth in this
Code.

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         This Code will be included on the Company's website and will be made
available upon request sent to the Company's Secretary. The Company's annual
report to stockholders will state that this Code is available on the Company's
website and will be made available without charge and upon request sent to the
Company's Secretary.