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                            BHA GROUP HOLDINGS, INC.

                                 CODE OF CONDUCT


GENERAL STATEMENT OF PHILOSOPHY
-------------------------------
This Code of Conduct is a statement by BHA Group Holdings, Inc. of the manner in
which it intends to conduct business. It sets forth standards of conduct
applicable to the actions of each director, officer and employee (each an
"Affiliate" and collectively, "Affiliates") of the Company and its subsidiaries.
Within this Code, the term "Company" includes BHA Group Holdings, Inc. and all
of its subsidiaries.

It is the policy of the Company to comply with all applicable laws and to
compete vigorously and fairly and conduct business with honesty, truthfulness
and integrity.

This Code contains basic guidelines for situations in which ethical issues may
arise. You should refer to separate Company policies for additional details
where applicable. You should talk with your manager or other appropriate
supervisor when in doubt about the best course of action in a particular
situation. In addition, if you become aware of a violation of the Code, you
should report it in accordance with the procedures set forth below.

The Company reserves the right to modify this Code, at its sole discretion. The
Company is responsible for updating the standards as it deems appropriate to
reflect changes in the legal and regulatory framework applicable to the Company,
the business practices within its industry, its own business practices and the
prevailing ethical standards of the community in which it operates. While the
Company's Corporate Counsel and Audit Committee (each an "OVERSIGHT OFFICER")
will oversee the procedures designed to implement this Code to ensure that they
are operating effectively, it is the individual responsibility of each Affiliate
to comply with this Code.

I.      POLICIES AND PRACTICES
        ----------------------
        A.    CONFLICTS OF INTEREST
              No Affiliate may directly or indirectly participate in or
              authorize any transaction or arrangement that raises questions of
              possible conflicts of interest between the interests of the
              Company and the interests of the Affiliate. The Company expects
              that no Affiliate will knowingly place himself or herself in a
              position that would have the appearance of being in conflict with
              the interests of the Company. Following are examples of areas of
              potential conflicts of interest and the related Company policy:

              GIFTS AND ENTERTAINMENT - No Affiliate or any member of his or her
              family may directly or indirectly seek, accept or retain gifts or
              special favors from any person or company doing business with the
              Company which exceed common courtesies usually associated with
              accepted business practices. Cash or cash equivalents should not
              be accepted. This prohibition is not


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              intended to preclude acceptance of ordinary and reasonable
              business entertainment that is not intended to influence the
              Affiliate's obligations to the Company; for example, meals or
              sporting, social or cultural events or participation in corporate
              promotional events. Employees should communicate all such
              entertainment to their manager (in advance, if practical).

              OUTSIDE ACTIVITIES - No employee may engage in "free-lance" or
              "moon-lighting" activities that materially conflict with the time
              or attention that the employee is expected to dedicate to the
              person's duties or that adversely affects the person's quality of
              work or competes with the Company's business. Individuals may not
              use Company time or facilities for such non-work activities.

              INTERESTS IN OTHER BUSINESSES - Unless approved in advance by an
              executive, neither the Affiliate nor his or her spouse, domestic
              partner or other member of the Affiliate's immediate family may
              directly or indirectly have a financial interest in a competitor,
              or in a customer or supplier (other than ownership of any security
              through a mutual fund or of any interest not in excess of 1% of
              any class of securities listed on a national securities exchange
              or traded in an established over-the-counter securities market).
              No Affiliate or his or her spouse, domestic partner or other
              member of the Affiliate's immediate family may serve as a
              director, officer or employee of, or consultant to, or otherwise
              operate, a competitor, customer or supplier without the prior
              approval of an executive who, where appropriate, will confer with
              counsel to the Company.

              USE OF COMPANY PROPERTY AND INFORMATION - The use of Company
              assets, including proprietary information, facilities or services,
              for any unlawful, improper or unauthorized purpose is strictly
              prohibited. Any person found to be engaging in, or attempting, any
              theft of any Company property, including documents, equipment,
              intellectual property or personal property of other persons will
              be subject to immediate dismissal and possible criminal charges.
              All individuals have a responsibility to report any theft or
              attempted theft to Company management.

              Individuals must protect all proprietary information and trade
              secrets in the same way as all other important Company assets.
              Individuals must hold in strict confidence all trade secret
              information, including information relating to pricing, products
              or services in development, or prospective acquisitions or sales.
              Individuals must exercise reasonable care and prudence in dealing
              with such information to avoid inadvertent disclosure. Individuals
              must use this information only as required to perform his or her
              duties to the Company. All files and records relating to such
              information are property of the Company and may be removed from
              Company premises only when necessary for the performance of the
              person's duties and under reasonable precautions to avoid
              disclosure.


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              TRADEMARKS AND COPYRIGHTS - No person may negotiate or enter into
              any agreement regarding Company's trademarks (words, slogans,
              symbols or logos used to identify the Company as a source for
              goods or services) without first consulting the Legal Department.
              In addition, all employees must respect the trademark rights of
              other parties. Any proposed name, slogan or logo for a Company
              product or service must be presented to the Legal Department for
              clearance prior to adoption and use. Any use of a trademark of
              another company (vendor, customer, affiliate) always requires
              clearance from the Legal Department.

              Individuals must avoid the unauthorized use of copyrighted
              materials of others and should confer with the Legal Department if
              there are any questions regarding the permissibility of
              photocopying, excerpting, electronically copying or distributing
              copyrighted materials. Not all information that is accessible for
              copying or downloading from the Internet is necessarily available
              for copying or distributing.

              The Company is legally entitled to all rights in ideas, inventions
              and works of authorship relating to its business that are made by
              employees during and within the scope of their employment with the
              Company or using Company resources. As a condition of employment,
              employees are required to promptly disclose all such ideas or
              developments to their manager, and to execute all necessary
              documentation to transfer such ideas and developments to the
              Company.

       B.     SECURITIES LAWS
              INSIDER TRADING AND TIPPING - Affiliates are prohibited from
              illegally trading in the Company's stock (including trading within
              a 401(k) account or exercise of options) when in possession of
              material non-public information.

              "Material non-public information" includes any information not
              previously publicly announced or reported that would influence a
              reasonable investor to buy or sell Company stock. The following
              are examples of information that could be deemed material:
              information on the Company's earnings; significant gains or losses
              of business; a proposed acquisition of another company by the
              Company or other merger or acquisition transaction involving the
              Company; or a change in the dividend on the Company's common
              stock. When in doubt, information obtained as an employee of the
              Company should be presumed to be material and not public.

              In addition, Affiliates are prohibited from communicating such
              material non-public information to other persons (sometimes
              referred to as "tipping"). Officers and directors of the Company
              are also prohibited from trading in Company stock during any
              period in which participants in the Company's retirement plans
              could not engage in a similar type of transaction.


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              Employees who have questions pertaining to the sale or purchase of
              a security under circumstances that might involve material
              non-public information or limited trading periods should consult
              with the Chief Financial Officer. Where appropriate, the Chief
              Financial Officer will consult with Company legal counsel and may
              refer individuals to their personal attorneys.

              SECTION 16 REPORTING REQUIREMENTS - Directors, certain officers
              and persons who beneficially own 10% or more of the Company's
              stock must also comply with the reporting requirements and
              liability provisions of Section 16 of the Securities Exchange Act
              of 1934. Such persons should pre-clear all trades in Company stock
              with the Chief Financial Officer.

              DISCLOSURE POLICY - The Company is committed to providing full,
              fair, accurate, timely and understandable information to the
              investment community and will comply with all legal and regulatory
              requirements applicable to the Company's securities including the
              disclosure in any reports filed with the Securities and Exchange
              Commission. The Company will designate certain individuals from
              time to time as Designated Spokespersons authorized to communicate
              to the investment community about material Company developments.
              The Designated Spokespersons are currently the President and the
              Senior Vice President/Chief Financial Officer. In the absence of
              the Designated Spokespersons, the Executive Vice President/Chief
              Operating Officer and the Vice President/Treasurer are secondary
              spokespersons. Individuals who are not Designated Spokespersons
              must refer all inquiries from the financial community,
              shareholders and media to the Designated Spokespersons.

              Designated Spokespersons and those certain employees who are
              authorized to communicate with the investment community are
              subject to the Company's separate Disclosure Policy, which is
              incorporated by reference into this Code.

       C.     ANTITRUST LAWS
              The federal government, most state governments, the European
              Economic Community and many foreign governments have enacted
              antitrust or "competition" laws. These laws prohibit "restraints
              of trade", which is certain conduct involving competitors,
              customers or suppliers in the marketplace. Their purpose is to
              ensure that markets for goods and services operate competitively
              and efficiently, so that customers enjoy the benefit of open
              competition among their suppliers, and sellers similarly benefit
              from competition among their purchasers. In the United States and
              some other jurisdictions, violations of the antitrust laws can
              lead to substantial civil liability - triple the actual economic
              damages to a plaintiff. Moreover, violations of the antitrust laws
              are often treated as criminal acts that can result in felony
              convictions of both corporations and individuals.


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              Strict compliance with antitrust and competition laws around the
              world is essential. These laws are very complex. Some types of
              conduct are always illegal under the antitrust laws of the United
              States and many other countries. Individuals must be alert to
              avoid even the appearance of such conduct. It is illegal to agree
              or collude with competitors to:

              o    raise, lower, maintain, stabilize or otherwise fix prices,
                   discounts, allowances, credit terms or any other price
                   elements;
              o    fix the price at which merchandise or services will be
                   purchased from suppliers or resold by customers;
              o    limit or control production or sales;
              o    allocate customers or divide markets or marketing
                   territories; or
              o    boycott suppliers or customers.

              Other activities are not absolutely illegal, but will be legal in
              some market situations and illegal in others. Some of these types
              of conduct involve agreements with third parties such as
              competitors, customers, suppliers, licensees or licensors. Others
              involve unilateral actions. This type of conduct may include the
              following:

              o    "Predatory" pricing, or pricing below some level of cost,
                   with the effect of driving at least some competition from the
                   market;
              o    Exclusive dealing arrangements that require customers or
                   licensees not to deal in the goods or services of the
                   Company's competitor;
              o    Reciprocal purchase agreements that condition the purchase of
                   a product on the seller's agreement to buy products from the
                   other party;
              o    "Tying" arrangements, in which a seller conditions its
                   agreement to sell a product or service that the buyer wants
                   on the buyer's agreement to purchase a second product that
                   the buyer would prefer not to buy or to buy elsewhere on
                   better terms;
              o    "Bundling" or market share discounts in which the final price
                   depends on the customer's purchase of multiple products or on
                   allocating a specified percentage of its total purchases to
                   the Company's products;
              o    "Price discrimination," or selling to different purchasers of
                   the Company's products at different prices or on other
                   different economic terms of the purchase, or offering
                   different promotional allowances or services in connection
                   with the customer's resale of the products, without complying
                   with the specific exceptions permitted under the law; and

              Because of the complexities of antitrust and competition laws,
              Affiliates should contact the Legal Department if there are
              questions concerning a specific situation.

       D.     INTERNATIONAL OPERATIONS
              Laws and customs vary throughout the world, but all individuals
              must uphold the integrity of the Company in other nations as
              diligently as they would do so in the United States. When
              conducting business in other

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              countries, it is imperative that employees be sensitive to
              foreign legal requirements and United States laws that apply to
              foreign operations, including the Foreign Corrupt Practices Act.
              The Foreign Corrupt Practices Act generally makes it unlawful to
              give anything of value to foreign government officials, foreign
              political parties, party officials, or candidates for public
              office for the purposes of obtaining, or retaining, business for
              the Company. Employees should contact the Legal Department if
              they have any questions concerning a specific situation.

       E.     BRIBERY, KICKBACK AND FRAUD
              No funds or assets of the Company shall be paid, loaned or
              otherwise disbursed as bribes, "kickbacks", or other payments
              designed to influence or compromise the conduct of the recipient,
              including, without limitation, domestic and foreign government
              officials; and no person shall accept any funds or other assets
              (including those provided as preferential treatment to the
              employee for fulfilling their responsibilities), for assisting in
              obtaining business or for securing special concessions from the
              Company.

              Individuals should conduct their business affairs in such a manner
              that the Company's reputation will not be impugned if the details
              of their dealings should become a matter of public discussion.
              Individuals must not engage in any activity, which degrades the
              reputation or integrity of the Company.

              To illustrate the strict ethical standard the Company expects
              every person to maintain, the following conduct is expressly
              prohibited:

              o    Payment or receipt of money, gifts, loans or other favors
                   which may tend to influence business decisions or compromise
                   independent judgment;
              o    Payment or receipt of rebates or "kickbacks" for obtaining
                   business for or from the Company;
              o    Payment of bribes to government officials to obtain favorable
                   rulings; and
              o    Any other activity that would similarly degrade the
                   reputation or integrity of the Company.

              Any employee found to be receiving, accepting or condoning a
              bribe, kickback, other unlawful payment, or attempting to initiate
              such activities, or attempting or engaging in fraud will be
              subject to termination and possible criminal proceedings against
              them. All individuals have a responsibility to report any actual
              or attempted bribery, kickback or fraud to the Company.

       F.     SANCTIONS AND TRADE EMBARGOES
              The United States government uses economic sanctions and trade
              embargoes to further various foreign policy and national security
              objectives. Individuals must abide by all economic sanctions or
              trade embargoes that the United States has adopted, whether they
              apply to foreign countries, political organizations or particular
              foreign individuals and entities. Inquiries regarding whether a
              transaction on behalf of the Company complies with


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              applicable sanction and trade embargo programs should be referred
              to the Legal Department.

       G.     FINANCIAL AND ACCOUNTING INTEGRITY
              The Company has adopted a Code of Ethics for Individuals with
              Accounting and Financial Reporting Responsibility that sets forth
              individual and peer responsibilities, as well as responsibilities
              to the Company, the public and other stakeholders. Individuals
              with accounting and/or financial reporting responsibility are
              required to execute and agree to be bound by the Code of Ethics,
              which is incorporated by reference into this Code.

              The Company has adopted a Revenue Recognition Policy that sets
              forth guidelines to ensure that the Company's consolidated
              financial statements remain in compliance with Generally Accepted
              Accounting Standards. Individuals with accounting and/or financial
              reporting responsibility are required to comply with the
              guidelines set forth in the Revenue Recognition Policy, which is
              incorporated by reference into this Code.

              No individual may interfere with or seek to improperly influence,
              directly or indirectly, the auditing of the Company's financial
              records. Violation of these provisions shall result in
              disciplinary action, up to and including termination, and may also
              subject the violator to substantial civil and criminal liability.

              If any employee becomes aware of any questionable accounting,
              internal auditing controls or auditing matters, including
              violation of any Company policy regarding such matters, the
              employee has an obligation to report such information to the
              Company's Director of Internal Audit. The Company will not
              retaliate in any manner against any employee that reports in good
              faith such violations or irregularities. Any person who retaliates
              against a reporting employee will be subject to discipline, up to
              and including termination. To encourage prompt and candid
              reporting, employees may communicate such information anonymously.
              The Director of Internal Audit will report all such matters to the
              Audit Committee of the Board of Directors and will coordinate
              appropriate evaluation and investigation. All reported information
              will be treated as confidential, consistent with appropriate
              evaluation and investigation.

       H.     EMPLOYMENT POLICIES
              The Company is committed to fostering a work environment in which
              all individuals are treated with respect and dignity. Each person
              should be permitted to work in a business-like atmosphere that
              promotes equal employment opportunities and prohibits
              discriminatory practices, including harassment. Therefore, the
              Company expects that all relationships among persons in the
              workplace will be business-like and free of unlawful bias,
              prejudice and harassment. It is the Company's policy to ensure
              equal employment opportunity without discrimination or harassment
              on the basis of race, color, national origin, religion, sex, age,
              disability, or any other status


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              protected by law. The Company's Equal Opportunity Statement,
              Affirmative Action Statement, Drug Free Workplace Policy and
              Harassment Policy are contained in the employee handbook and are
              incorporated by reference into this Code.

              It is the Company's policy to comply with all applicable wage and
              hour laws and other statutes regulating the employer-employee
              relationship and the workplace environment.

              No Company employee may interfere with or retaliate against
              another employee who seeks to invoke his or her rights under the
              laws governing labor and employee relations. If any employee has
              any questions about the laws or Company policies governing labor
              and employee relation's matters, he or she should consult the
              Human Resources Department.

              The Company is committed to providing a safe workplace for all
              individuals. In addition, several laws and regulations impose
              responsibility on the Company to safeguard against safety and
              health hazards. For that reason, and to protect the safety of
              themselves and others, employees and other persons who are present
              at Company facilities are required to follow carefully all safety
              instructions and procedures that the Company adopts. Questions
              about possible health and safety hazards at any Company facility
              should be directed immediately to the employee's manager.

       I.     COMPUTER, E-MAIL AND INTERNET POLICIES
              Every individual is responsible for using the Company's
              communication system, including, without limitation, its E-mail
              system and the Internet (collectively, the "Communication
              System"), properly and in accordance with Company policies. The
              BHA Information Systems Acceptable Use Policy, BHA Audit Policy
              and BHA Acceptable Encryption Policy are contained in the employee
              handbook and are incorporated by reference into this Code. Any
              questions about these policies should be addressed to the Manager
              of Information Technology. Employees should be aware of, among
              other matters, the following:

              THE COMPUTER SYSTEM IS COMPANY PROPERTY - The computers that
              employees are provided or have access to for work and the E- mail
              system are the property of the Company and have been provided for
              use in conducting Company business. All communications and
              information transmitted by, received from, created or stored in
              its Computer System (whether through word processing programs,
              E-Mail, the Internet or otherwise) are Company records and
              property of the Company.

              NO EXPECTATION OF PRIVACY - The Company has the right, but not the
              duty, for any reason and without the permission of any employee,
              to monitor any and all of the aspects of its Computer System,
              including, without limitation, reviewing documents created and
              stored on its Computer System, deleting


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              any matter stored in its system, monitoring sites visited by
              employees on the Internet, monitoring chat and news groups,
              reviewing material downloaded or uploaded by users from the
              Internet, and reviewing E-Mail sent and received by users.
              Employees should not have an expectation of privacy in anything
              they create, store, send or receive on the Computer System.

              PROFESSIONAL USE OF COMPUTER SYSTEM REQUIRED - Employees are
              reminded to be courteous to other users of the system and always
              to conduct themselves in a professional manner. The Company's
              policies against discrimination and harassment (sexual or
              otherwise) apply fully to the Company's Computer System, and any
              violation of those policies is grounds for discipline up to and
              including discharge.

              OFFENSIVE AND INAPPROPRIATE MATERIAL OR ACTIVITIES - Company
              policies prohibit using the Company's Computer System to send or
              receive messages or files or to engage in activities that are in
              violation of Company policies or applicable laws.

       J.     DOCUMENT RETENTION
              The space available for the storage of Company documents, both on
              paper and electronic, is limited and expensive. Therefore,
              periodic discarding of documents is necessary. On the other hand,
              there are legal requirements that certain records be retained for
              specific periods of time. Before disposing of documents, employees
              should consult the applicable document retention guidelines.
              Employees who are unsure about the need to keep particular
              documents should consult with their manager, so that a judgment
              can be made as to the likelihood that the documents will be
              needed. Whenever it becomes apparent that documents of any type
              will be required in connection with a lawsuit or government
              investigation, all possibly relevant documents should be
              preserved, and ordinary disposal or alteration of documents
              pertaining to the subjects of the litigation or investigation
              should be immediately suspended. If an employee is uncertain
              whether documents under his or her control should be preserved
              because they might relate to a lawsuit or investigation, he or she
              should contact the Legal Department.

II.    COMMUNICATION AND ENFORCEMENT OF CODE OF CONDUCT
       -----------------------------------------------
       The policies contained in this Code will be communicated to all
       Affiliates, each of whom will be required to sign the attached
       Certificate of Compliance. New Affiliates will be required to do so at
       the date of their initial employment and periodically thereafter. Other
       Affiliates will be required to do so upon their receipt of this Code and
       at least periodically thereafter.

       As part of its commitment to ethical and legal conduct, the Company
       expects its employees to bring to the attention of an Oversight Officer
       information about suspected violations of this Code or of law by any
       Affiliate. The Corporate Counsel can be reached at 8800 E. 63rd Street,
       Kansas City, Missouri 64133, (816) 356-8400. The Audit Committee can be
       reached through the Director of Internal



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       Audit at 8800 E. 63rd Street, Kansas City, Missouri 64133, (816)
       356-8400. In order to encourage uninhibited communication of such
       matters, such communications will be treated confidentially to the
       fullest extent possible and no disciplinary or other retaliatory
       action will be taken against any Affiliate who acts in good faith in
       communicating such matters.

III.   EFFECTS OF FAILURE TO COMPLY WITH CODE
       --------------------------------------
       All individuals have a responsibility to understand and follow the Code
       and to perform their work with honesty and integrity in any areas not
       specifically addressed by the Code. The Corporate Counsel will
       investigate any reported violations. Any Affiliate whose conduct violates
       this Code will be subject to disciplinary action by the Company,
       including, in the Company's discretion, discharge and/or forfeiture of
       any benefits or rights (including contractual rights) which, under
       applicable law, are forfeitable upon a discharge for cause, and to the
       enforcement of such other remedies as the Company may have under
       applicable law.

       The Code reflects general principles to guide employees in making ethical
       decisions and cannot and is not intended to address every specific
       situation. The summaries of laws contained in this Code are brief and
       necessarily omit many subtleties and variations that exist in such laws,
       as well as other laws that may impose requirements upon the Company.
       Nothing in this Code prohibits or restricts the Company from taking any
       disciplinary action on any matters pertaining to employee conduct,
       whether or not they are expressly discussed in this document.

IV.    WAIVER
       ------
       The Company's Corporate Counsel and its Audit Committee will administer
       this Code. Except as set forth in the next sentence, the Oversight
       Officer for all persons governed by this Code shall be the Corporate
       Counsel. The Oversight Officer for the Chief Executive Officer, Chief
       Financial Officer, Executive Vice President, Vice President - Treasurer,
       members of the board of directors (the "SENIOR OFFICERS") and the
       Corporate Counsel shall be the Audit Committee. The provisions of this
       Code may be waived for Senior Officers and Corporate Counsel by a
       resolution of the Audit Committee. The provisions of this Code may be
       waived for employees who are not Senior Officers or the Corporate Counsel
       by the Company's Corporate Counsel. Any waiver of this Code will be
       publicly disclosed if and as required by the NASDAQ stock market or
       applicable exchange rules in effect from time to time. Any change in or
       waiver of this Code will be publicly disclosed if and as required by the
       Securities Exchange Commission.

V.     CODE NOT A CONTRACT OF EMPLOYMENT
       ---------------------------------
       The Code is not intended to create any expressed or implied contract with
       any employee or third party, nor is it meant to limit the Company's
       rights to discipline or terminate employees for any acts or omissions,
       including those not set forth as part of this Code. THIS CODE OF CONDUCT
       IS NOT AN EMPLOYMENT CONTRACT AND DOES NOT CHANGE THE AT-WILL EMPLOYMENT


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       STATUS OF ANY EMPLOYEE OF THE COMPANY. However, compliance with its terms
       is a condition to continued employment.


Last Revised:  November 6, 2003


















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                            CERTIFICATE OF COMPLIANCE


         I hereby acknowledge that I have received the attached BHA Group
Holdings, Inc. Code of Conduct and have read and understand it. I agree to abide
by the terms of the Code of Conduct. I understand that any violation of the Code
of Conduct will subject me to appropriate disciplinary action. I further
understand and acknowledge that the Code of Conduct is not a contract of
employment and does not alter my status as an at-will employee.



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                                                          (Date Signed)