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                                  EXHIBIT 14.1

                              AVONDALE INCORPORATED

                                 CODE OF ETHICS
                   FOR SENIOR EXECUTIVE AND FINANCIAL OFFICERS

I.       GENERAL

         The policy of Avondale Incorporated (the "Company") is to comply
strictly with all laws governing its operations and to conduct its affairs in
keeping with the highest moral, legal and ethical standards. Senior executive
and financial officers hold an important and elevated role in maintaining a
commitment to (i) honest and ethical conduct, (ii) full, fair, accurate, timely
and understandable disclosure in the Company's public communications, and (iii)
compliance with applicable governmental rules and regulations. Accordingly, the
Company has adopted this Code of Ethics for its Chief Executive Officer, Chief
Financial Officer, Chief Accounting Officer, and any other senior executive or
financial officers performing similar functions and so designated from time to
time by the Chief Executive Officer (the "Senior Executive and Financial
Officers"). This Code of Ethics shall be approved periodically by the Audit
Committee of the Board of Directors (the "Audit Committee") and disbursed to the
public by means of one of the methods described in Item 406 of Regulation S-K
promulgated by the Securities and Exchange Commission (the "SEC").

II.      HONEST AND ETHICAL CONDUCT

         Senior Executive and Financial Officers are expected to exhibit and
promote the highest standards of honest and ethical conduct, by, among other
things, adhering to the following policies and procedures:

         -    Senior Executive and Financial Officers shall engage in only
              honest and ethical conduct, including the ethical handling of
              actual or apparent conflicts of interest between personal and
              professional relationships.

         -    Senior Executive and Financial Officers shall inform the Chairman
              of the Audit Committee of (a) deviations in their conduct from
              policies and procedures governing honest and ethical behavior or
              (b) any material transaction or relationship that could reasonably
              be expected to create a conflict between their personal interest
              and the interests of the Company.

         -    Senior Executive and Financial Officers shall demonstrate personal
              support for the policies and procedures set forth in this Code of
              Ethics through periodic communications reinforcing these
              principles and standards throughout the Company.

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         -    Senior Executive and Financial Officers shall respect the
              confidentiality of information acquired in performance of one's
              responsibilities and shall not use confidential information for
              personal advantage.

III.     FINANCIAL RECORDS AND PERIODIC REPORTS

         The Company is committed to full, fair, accurate, timely and
understandable disclosure in reports and documents that it files with, or
submits to, the SEC and in other public communications made by the Company. In
support of this commitment, the Company has, among other measures, (a) designed
and implemented disclosure controls and procedures (within the meaning of
applicable SEC rules) and (b) required the maintenance of accurate and complete
records, the prohibition of false, misleading or artificial entries on its books
and records, and the full and complete documentation and recording of
transactions in the Company's accounting records. In addition to performing
their duties and responsibilities under these requirements, each of the Senior
Executive and Financial Officers will establish and manage the Company's
reporting systems and procedures with due care and diligence to ensure that:

         -    Reports filed with or submitted to the SEC and other public
              communications contain information that is full, fair, accurate,
              timely and understandable and do not misrepresent or omit material
              facts.

         -    Business transactions are properly authorized and completely and
              accurately recorded in all material respects on the Company's
              books and records in accordance with generally accepted accounting
              principles and the Company's established financial policies.

         -    Retention or disposal of Company records is in accordance with
              established Company policies and applicable legal and regulatory
              requirements.

IV.      COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

         The policy of the Company is to comply strictly with all laws governing
its operations and to conduct its affairs in keeping with the highest moral,
legal and ethical standards. Accordingly, the Senior Executive and Financial
Officers will comply with all applicable governmental laws, rules and
regulations, and will establish and maintain mechanisms to:

         -    Monitor compliance of the Company's finance organization and other
              key employees with all applicable federal, state and local
              statutes, rules, regulations and administrative procedures.

         -    Identify, report and correct any detected deviations from
              applicable federal, state and local statutes, rules, regulations
              and administrative procedures.

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V.       COMPLIANCE WITH CODE OF ETHICS

         The Senior Executive and Financial Officers shall acknowledge and
certify their ongoing compliance with this Code of Ethics periodically and
provide a copy of such certification to the Audit Committee. The Board of
Directors shall take appropriate action with respect to the failure of any
Senior Executive or Financial Officer to comply with this Code of Ethics, which
may include reprimand, demotion or dismissal, depending on the seriousness of
the offense.

Adopted ____________, 2003

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