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                                                                    Exhibit 14.0

                           LOWRANCE ELECTRONICS, INC.
                                 CODE OF ETHICS

                                     PURPOSE

         The Board of Directors (the "Board") of Lowrance Electronics, Inc.,
together with its subsidiaries (the "Company") has adopted this Code of Ethics
(the "Code"). The Code is to apply to the Company's President and Chief
Executive Officer (Principal Executive Officer), Vice President of Finance and
Chief Financial Officer (Principal Financial Officer and Principal Accounting
Officer) and all other corporate officers designated by the President and Chief
Executive Officer (collectively, the "Officers"). The Code is intended to deter
wrongdoing and to promote (i) honest and ethical conduct, (ii) avoidance of
conflicts of interests, (iii) full, fair, accurate, timely and understandable
disclosure in SEC filings, (iv) compliance with applicable governmental laws,
rules and regulations, (v) prompt internal reporting of violations of the Code
to the Audit Committee of the Board, and (vi) accountability for adherence to
the Code.

         Any modifications to or waiver of the Code may be made only by the
Board. The Board will promptly disclose changes to and waivers of this Code as
required by applicable law, including the rules and regulations promulgated by
the SEC.

         Violations or potential violations of this Code must be reported
immediately to the Audit Committee of the Board. Those who violate the standards
in the Code will be subject to appropriate disciplinary action, which shall be
reasonably designed to deter wrongdoing and to promote accountability and may
include written notice of a violation, censure by the Board, demotion,
suspension, loss of pay, termination, referral for criminal prosecution, and
reimbursement to the Company or others for any losses or damages resulting from
the violation.

1.       ETHICAL BEHAVIOR

         An Officer shall act with honesty and integrity. An Officer shall also
act in good faith, responsibly, with due care, competence and diligence, without
misrepresentation or omission of material facts, and without compromising his or
her independent judgment. An Officer is required to adhere to the highest
ethical standards in fulfilling his or her responsibilities on behalf of the
Company. An Officer of the Company is expected to deal fairly with the Company's
employees, clients, vendors and third parties. Moreover, an Officer shall
actively encourage ethical conduct among his or her fellow officers and the
Company's employees.

2.       CONFLICTS OF INTEREST

         An Officer shall avoid actual or apparent conflicts of interest between
his or her personal interests and the best interests of the Company and its
stockholders. A conflict of interest may arise when a person's activities or
interests make it difficult to perform his or her Company duties objectively or
independently or when a person uses his or her Company position for

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improper personal gain. Actual and potential conflicts of interest must be
promptly disclosed to the Audit Committee of the Board.

3.       CORPORATE OPPORTUNITIES

         An Officer owes a duty to the Company to promote its legitimate
interests when the opportunity arises. An Officer is prohibited from exploiting
corporate opportunities and competing directly or indirectly with the Company.

4.       CONFIDENTIALITY OF COMPANY INFORMATION

         An Officer shall safeguard the confidentiality of information acquired
in performing his or her responsibilities, except when authorized or otherwise
legally obligated to disclose such information. An officer shall not use
confidential information of the Company for improper personal benefit.

5.       FULL, FAIR, ACCURATE AND TIMELY DISCLOSURE FOR SEC FILINGS

         An Officer shall carry out his or her responsibilities and duties
necessary to ensure that each SEC report and public communication (including
press releases) contain information that is full, fair, accurate, timely, and
understandable.

6.       PROTECTION AND PROPER USE OF COMPANY ASSETS

         An Officer shall protect the Company's assets and ensure their
efficient and responsible use. Furthermore, Company assets should be used for
legitimate business purposes and should not be used for improper personal
advantage.

7.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         An Officer shall comply with the applicable laws of federal, state, and
local governments. An Officer shall also comply with the rules and regulations
of agencies that have jurisdiction over the Company.

8.       WAIVERS OF THE CODE OF ETHICS

         A waiver of the Code may be made only by the Board and will be promptly
disclosed as required by law, including the rules and regulations promulgated by
the SEC.

9.       REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR OR ACCOUNTING OR AUDITING
         CONCERNS

         An Officer shall promptly bring to the attention of the Audit Committee
of the Board any information he or she may have concerning illegal or unethical
behavior, violations of the Code, or accounting or auditing concerns. The
Company's policy is not to allow retaliation for reports of misconduct or
potential misconduct by others or of accounting or auditing concerns, made in
good faith by employees. An Officer shall cooperate in internal investigations
of misconduct. If

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the matter has been reported and remains unresolved, the matter should be
reported to the Company's General Counsel.

                                  CERTIFICATION

         I certify that I adhere to and advocate the foregoing principals and
responsibilities governing my professional and ethical conduct.

                                         _________________________________
                                         (Signature)

                                         _________________________________
                                         (Printed name)

                                         _________________________________
                                         (Title)

                                         _________________________________
                                         (Date)

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