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                                                                    Exhibit 14.1



                               IVANHOE ENERGY INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

This code of conduct ("Code") applies to everyone at Ivanhoe Energy Inc. (the
"Company"), including employees, officers and board members regardless of their
position in our organization, at all times and everywhere we do business.
References in this Code to the Company means the Company and any of its
subsidiaries.

This Code reflects our commitment to a culture of honesty, integrity and
accountability and outlines the basic principles and policies with which
everyone at the Company is expected to comply.

We require the highest standards of professional and ethical conduct from our
employees, officers and directors. Our reputation for honesty and integrity is
important for the success of our business. No one at the Company will be
permitted to achieve results through violations of laws or regulations, or
through unscrupulous dealings.

We aim for our business practices to be compatible with, and sensitive to, the
economic and social priorities of each location in which we operate. Although
customs vary from country to country and standards of ethics may vary in
different business environments, honesty and integrity must always characterize
our business activity.

In addition to following this Code, you are expected to seek guidance in any
case where there is a question about compliance with both the letter and spirit
of our policies and applicable laws. This Code is not a complete code of
conduct. It sets forth general principles and does not supersede the specific
policies and procedures that are in effect, such as the Company's Corporate
Disclosure, Confidentiality and Securities Trading Policy or other policies that
are in effect from time to time.

This Code will be reviewed periodically by the Board of Directors of the Company
and supplemented as required from time to time.

SPECIFICS OF CODE

I.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

We have a responsibility to monitor all legal boundaries and comply with all
applicable laws and regulations in all of our activities worldwide. Compliance
with both the letter and spirit of all laws, rules and regulations applicable to
our business is important for our reputation and continued success. We must
respect and obey the laws of the cities, states and countries in which we
operate and avoid even the appearance of impropriety. Individuals who fail to
comply with this Code and applicable laws will be subject to disciplinary
measures, up to and including discharge from the Company.

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II.      CONFLICTS OF INTEREST

A conflict of interest occurs when an individual's private interest interferes,
or appears to interfere, in any way with the interests of the Company. A
conflict of interest could arise where:

o    an individual's personal interests interfere, or appear to interfere, in
     any way, with the interests of the Company;

o    an individual takes action for his or her direct or indirect benefit or the
     direct or indirect benefit of a third party that is inconsistent with the
     interests of the Company; or

o    an individual, or a member of his or her family, receives improper personal
     benefits as a result of his or her position in the Company.

Activities that could give rise to conflicts of interest are prohibited unless
specifically approved in advance by the Board of Directors. Where a conflict
involves a Board member (i.e. where a Board member has an interest in a material
contract or material transaction involving the Company) the Board member
involved will be required to disclose his or her interest to the Board and
refrain from voting at the board meeting of the Company considering such
contract or transaction in accordance with applicable law.

It is not always easy to determine whether a conflict of interest exists, so any
potential conflicts of interest should be reported immediately to the Chief
Executive Officer or In-House Legal Counsel who is independent of the potential
conflict. For unresolved potential conflicts involving any employee or where a
member of senior management or a board member is involved in a potential
conflict, the issue should be referred to the Board of Directors (assisted by
the Nominating and Corporate Governance Committee and legal counsel as
necessary).

III.     CORPORATE OPPORTUNITIES

Directors, officers and employees owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises and are prohibited
from taking, for themselves personally, opportunities that arise through the use
of corporate property, information or position and from using corporate
property, information or position for personal gain, except where the Board has,
after receiving the necessary information concerning such opportunity and
receiving advice of legal counsel if required, relinquished its interest in an
opportunity in compliance with applicable corporate law. An director interested
in a corporate opportunity being considered by the Board shall refrain from
voting at the board meeting considering such opportunity.

If an employee has any doubt as to the whether any activity they are
contemplating violates this requirement, they must refer the issue to the Chief
Executive Officer or the In-House Legal Counsel.

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IV.      CONFIDENTIALITY

Directors, officers and employees of the Company must maintain the
confidentiality of information entrusted to them by the Company or that
otherwise comes into their possession in the course of their employment, except
when disclosure is authorized or legally mandated.

The obligation to preserve confidential information continues even after you
leave the Company. The Company's Corporate Disclosure, Confidentiality and
Securities Trading Policy sets forth certain specific Policy obligations in
respect of confidentiality.

Confidential information includes all non-public information that my be of use
to competitors or harmful to the Company or its customers, if disclosed. It also
includes information that suppliers and customers have entrusted to us.

V.       PROTECTION AND PROPER USE OF COMPANY ASSETS

We should all 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. Any suspected incidents of fraud or theft should be
immediately reported to a supervisor or a member of the Company's management for
investigation.

Company assets, such as funds, products or computers, may only be used for
legitimate business purposes or other purposes approved by management. Company
assets may never be used for illegal purposes.

The obligation to protect Company assets includes proprietary information.
Proprietary information includes any information that is not generally known to
the public or would be helpful to our competitors. Examples of proprietary
information are intellectual property, business and marketing plans and employee
information. The obligation to preserve proprietary information continues even
after you leave the Company.

VI.      INSIDER TRADING

Insider trading is unethical and illegal. We are not allowed to trade in
securities of any company while in possession of material non-public information
regarding that company. This includes the Company or any other company. It is
also illegal to "tip" or pass on inside information to any other person who
might make an investment decision based on that information or pass the
information on further. The Company's Corporate Disclosure, Confidentiality and
Securities Trading Policy, sets forth your obligations in respect of trading in
the Company's securities.

VII.     FAIR DEALING

We should all endeavor to deal fairly with the Company's customers, suppliers,
competitors and employees. No one at the Company should take unfair advantage of

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anyone through illegal conduct, concealment, manipulation, abuse of privileged
information, misrepresentation of material facts or any other unfair-dealing
practice.

VIII.    COMPLIANCE WITH ENVIRONMENTAL LAWS

The Company is sensitive to the environmental, health and safety consequences of
its operations. Accordingly, the Company's policy is to comply with all
applicable environmental laws and regulations within all jurisdictions in which
it operates. If any employee has any doubt as to the applicability or meaning of
a particular environmental, health or safety regulation, he or she should
discuss the matter with his or her supervisor or with the Chief Executive
Officer or In-House legal counsel.

IX.      EQUAL OPPORTUNITY

We value the diversity of our employees and are committed to providing equal
opportunity in all aspects of employment.

X.       SAFETY AND HEALTH

We are all responsible for maintaining a safe workplace by following safety and
health rules and practices. The Company is committed to keeping its workplaces
free from hazards. Please report any accidents, injuries, unsafe equipment,
practices or conditions immediately to a supervisor or other designated person.
In order to protect the safety of all employees, employees must report to work
free from the influence of any substance that could prevent them from conducting
work activities safely and effectively.

XI.      FINANCIAL AND BUSINESS DISCLOSURE AND ACCURACY OF COMPANY RECORDS AND
         REPORTING

Honest and accurate recording and reporting of information is critical to our
ability to make responsible business decisions and to meet our reporting
obligations to our stakeholders. This includes both the Company's financial
reporting and ongoing disclosure requirements under applicable securities and
stock exchange requirements. The Company's accounting and other records are
relied upon to produce reports for the Company's management, shareholders,
creditors, governmental agencies and others.

Full, fair, accurate, timely and understandable disclosure in the reports and
other documents that we file with, or submit to, securities regulators and stock
exchanges and in our other public communications is critical for us to maintain
our good reputation, to comply with our obligations under the securities laws
and to meet the expectations of our shareholders and other members of the
investment community. In preparing such reports and documents and other public
communications, the following guidelines should be adhered to:

     o   all accounting records, and the reports produced from such records,
         must be in accordance with all applicable laws;

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     o   all accounting records must fairly and accurately reflect the
         transactions or occurrences to which they relate;

     o   all accounting records must fairly and accurately reflect in reasonable
         detail the Company's assets, liabilities, revenues and expenses;

     o   no accounting records should contain any false or intentionally
         misleading entries;

     o   no transactions should be intentionally misclassified as to accounts,
         departments or accounting periods;

     o   all transactions must be supported by accurate documentation in
         reasonable detail and recorded in the proper account and in the proper
         accounting period;

     o   no information should be concealed from the internal auditors or the
         independent auditors; and

     o   compliance with the Company's system of internal controls is required.

If any employee, officer or director of the Company has concerns or complaints
regarding accounting or auditing issues, he or she is encouraged to submit those
concerns to a member of the Audit Committee of the Board.

Business records and communications often become public through legal or
regulatory investigations or the media. We should avoid exaggeration, derogatory
remarks, legal conclusions or inappropriate characterizations of people and
companies. This applies to communications of all kinds, including e-mail and
informal notes or interoffice memos. Records should be retained and destroyed in
accordance with the Company's records retention policy.

XII.     USE OF E-MAIL AND INTERNET SERVICES

E-Mail systems and Internet services are provided to help us do work. Incidental
and occasional personal use is permitted, but never for personal gain or any
improper purpose. You should not access, send or download any information that
could be insulting or offensive to another person, such as sexually explicit
messages, ethnic or racial slurs, or other messages that could be viewed as
harassment.

Your messages (including voice mail) and computer information are considered the
property of the Company and you should not have any expectation of privacy.
Unless prohibited by law, the Company reserves the right to access and disclose
this information as necessary for business purposes. Use good judgment, and do
not access, send messages or store any information that you would not want to be
seen or heard by other individuals.

Violation of these policies may result in disciplinary actions up to and
including discharge from the Company.

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XIII.    GIFTS AND ENTERTAINMENT

Business gifts and entertainment are customary courtesies designed to build
goodwill among business partners. These courtesies include such things as meals
and beverages, tickets to sporting or cultural events, discounts not available
to the general public, travel, accommodation and other merchandise or services.
In some cultures they play an important role in business relationships. However,
a problem may arise when such courtesies compromise, or appear to compromise,
our ability to make objective and fair business decisions. The same rules apply
to employees offering gifts and entertainment to our business associates.

Offering or receiving any gift, gratuity or entertainment that might be
perceived to unfairly influence a business relationship should be avoided.

The value of gifts should be nominal, both with respect to frequency and amount.
Gifts that are repetitive (no matter how small) may be perceived as an attempt
to create an obligation to the giver and are therefore inappropriate. Likewise,
business entertainment should be moderately scaled and intended only to
facilitate business goals. If you are having difficulty determining whether a
specific gift or entertainment item lies within the bounds of acceptable
business practice, consult your supervisor and ask yourself whether or not the
gift or item is legal, business related, moderate and reasonable, whether or not
public disclosure would embarrass the Company, and whether or not there is any
pressure to reciprocate or grant special favors.

XIV.     PAYMENTS TO DOMESTIC AND FOREIGN OFFICIALS

Employees and officers of the Company must comply with all applicable laws
prohibiting improper payments to domestic and foreign officials, including the
Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt
Practices Act of 1997 (United States) (collectively, the "Acts").

While the Acts are not identical, the Acts generally make it illegal for a
person, in order to obtain or retain business, directly or indirectly, to offer
or agree to give or offer loans, rewards, payments or benefits of any kind to
foreign public officials or to any person for the benefit of public officials.
Foreign public officials include persons holding a legislative, administrative
or judicial positions of a foreign state, persons who perform public duties or
functions for a foreign state (such as persons employed by board, commissions or
government corporations), officials and agents of international organizations,
foreign political parties and candidates for office.

Although "facilitated payments" or certain other transactions may be exempted or
not illegal under applicable law, the Company's policy is to avoid them. If any
employee or officer has any questions about the application of this policy to
any particular situation, please report the Chief Executive Officer or In-House
Legal Counsel who, with the advice of counsel as necessary, will determine
acceptability from both a legal and a corporate policy point of view, and any
appropriate accounting treatment and disclosures which are applicable to the
particular situation.

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Violation of either of the Acts is a criminal offence, subjecting the Company to
substantial fines and penalties and any officer, director or employee acting on
behalf of the Company to imprisonment and fines. Violation of this policy may
result in disciplinary actions up to and including discharge from the Company.

XV.      REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

We have a strong commitment to conduct our business in a lawful and ethical
manner. Employees are encouraged to report violations of laws, rules,
regulations or this Code to their supervisor or to the Chief Executive Officer,
the In-House Legal Counsel or such other senior officer of the Company who may
be designated from time to time. We prohibit retaliatory action against any
employee who, in good faith, reports a possible violation. It is unacceptable to
file a report knowing it to be false.

XVI.     AMENDMENT, MODIFICATION AND WAIVERS OF THE CODE OF BUSINESS CONDUCT AND
         ETHICS

The Code may be amended or modified by the Board of Directors and waivers may be
granted by the Nominating and Corporate Governance Committee or a vote of the
independent directors of the Board, subject to disclosure and other provisions
of applicable securities legislation and stock exchange requirements.

XVII.    COMPLIANCE PROCEDURES

This Code cannot, and is not intended to, address all of the situations you may
encounter. There will be occasions where you are confronted by circumstances not
covered by policy or procedure and where you must make a judgment as to the
appropriate course of action. In those circumstances or if you have any
questions concerning your obligations under this Code we encourage you to use
your common sense, and to contact your supervisor or a member of senior
management for guidance. Senior management or directors are encouraged to
consult with the Chief Executive Officer, the In-house Legal Counsel or such
other senior officer who may be designated by the Corporation from time to time.

If you fail to comply with this Code of Ethics or applicable laws, rules or
regulations you will be subject to disciplinary measures, up to and including
discharge from the Company. Violations of this Code may also constitute
violations of law and may result in civil or criminal penalties for you, your
supervisors and/or the Company.

You are expected to report all violations of this Code of Ethics promptly to
your supervisor or to the Chief Executive Officer or In-House Legal Counsel. You
may choose to remain anonymous in reporting any possible violation of this Code
and all reports will remain confidential.