UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 30, 2006

Fuel Tech, Inc

(Exact name of registrant as specified in its charter)

                                    Delaware
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                 (State or other jurisdiction of incorporation)

         000-2174                                       20-5657551
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 (Commission File Number)                   (IRS Employer Identification No.)


 512 Kingsland Drive, Batavia, Illinois                                60510
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(Address of principal executive offices)                             (Zip Code)

                                 (630) 845-4437
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              (Registrant's telephone number, including area code)

Fuel-Tech N.V., Castorweg 22-24, Curacao, Netherlands Antilles
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective September 30, 2006, Fuel Tech, Inc. (the "Company") reincorporated in Delaware by filing a Certificate of Conversion and Certificate of Incorporation with the Delaware Secretary of State. In connection with the reincorporation in Delaware, the Company also adopted new Bylaws.

The Certificate of Conversion, Certificate of Incorporation, and Bylaws are filed as Exhibits 3.1, 3.2, and 3.3, respectively, to this current report, and are incorporated herein by reference.

Item 5.05. Amendments to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective September 30, 2006 upon the domestication of the Registrant as a Delaware corporation, the Board has adopted certain amendments to its Code of Business Ethics and Conduct which, in amended form, is attached as Exhibit 14.1 to this Current Report on Form 8-K.

The amendments were (a) the substitution of the name "Fuel Tech, Inc." for the name "Fuel-Tech N.V.," (b) elimination of references to the Netherlands Antilles, (c) the addition of a prohibition contained in the Employee Handbook of the Company's operating subsidiary on purchases and sales or sales and purchases of Fuel Tech common stock within any period of less than six months and (d) the conformance of the definition of the "window period" for insider trading to that contained in the Employee Handbook so that the window period is now the period commencing with the opening of business on the third business day after an earnings release and ending on the close of business of the last business day of the following quarterly period rather than, as formerly, the period ending on the close of business on the twelfth business day after the earnings release.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 - Certificate of Conversion, effective September 30, 2006.

3.2 - Certificate of Incorporation, effective September 30, 2006.

3.3 - Bylaws, effective September 30, 2006.

14.1 - Code of Business Ethics and Conduct.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FUEL TECH, INC.

Date: October 5, 2006                   By: /s/ Charles W. Grinnell
                                           ----------------------------------
                                           Charles W. Grinnell
                                           Vice President


EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

3.1              Certificate of Conversion, effective September 30, 2006.

3.2              Certificate of Incorporation, effective September 30, 2006.

3.3              Bylaws, effective September 30, 2006.

14.1             Code of Business Ethics and Conduct.


Exhibit 3.1

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE CORPORATION
TO A DELAWARE CORPORATION
PURSUANT TO SECTION 265 OF THE
DELAWARE GENERAL CORPORATION LAW

1) The jurisdiction where the Non-Delaware Corporation was first formed is the Netherlands Antilles.

2) The jurisdiction immediately prior to filing this Certificate is the Netherlands Antilles.

3) The date the Non-Delaware Corporation first formed is June 19, 1987.

4) The name of the Non-Delaware Corporation immediately prior to filing this Certificate is Fuel-Tech N.V.

5) The name of the Corporation as set forth in the Certificate of Incorporation is Fuel Tech, Inc.

6) The conversion of Fuel-Tech N.V. to Fuel Tech, Inc. shall be effective as of 5:00 p.m. Eastern Time on September 30, 2006.

IN WITNESS THEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation has executed this Certificate on the 25th day of September, A.D. 2006.

By: /s/ Charles W. Grinnell
    --------------------------------------
Name: Charles W. Grinnell
Title: Vice President


Exhibit 3.2

CERTIFICATE OF INCORPORATION
OF
FUEL TECH, INC.

1. The name of the corporation is Fuel Tech, Inc.

2. The corporation's original certificate of incorporation was filed on June 19, 1987, under the name "Fuel-Tech N.V." in the Netherlands Antilles.

3. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

4. The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation law of Delaware.

5. The corporation shall have authority to issue the total number of Forty Million (40,000,000) shares of the par value of $0.01 per share, amounting in the aggregate to Four Hundred Thousand Dollars ($400,000.00), and of such shares Forty Million (40,000,000) shall be designated as common stock.

6. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend, rescind or repeal the by-laws of the corporation.

7. Elections of Directors need not be by written ballot unless the by-laws of the corporation shall so provide.

8. Meetings of stockholders may be held within or without the state of Delaware, as the by-laws may provide. The books of the corporation may be kept outside of the State of Delaware at such place or places as may be designed from time to time by the board of directors or in the by-laws of the corporation.

9. (a) A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except that this Article 9 shall not eliminate or limit a director's liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation law, or (iv) for any transaction from which the director derived an improper personal benefit.

(b) If the Delaware General Corporation Law is amended after approval by the stockholders of this Article 9 to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time.


(c) Any repeal or modification of this Article 9 shall not increase the personal liability of any director of this corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affecting any right or protection of a director of the corporation existing at the time of such repeal or modification.

10. (a) Except as otherwise provided below, the corporation shall, to the fullest extent permitted by law, indemnify each person who is, or shall have been, a director or officer of the corporation or who is or was a director or officer of the corporation and is serving, or shall have served, at the request of the corporation, as a director, officer, employee or agent of another organization or in any capacity with respect to any employee benefit plan of the corporation, against all liabilities and expenses (including judgments, fines, penalties, amounts paid or to be paid in settlement, and reasonable attorneys fees) imposed upon or incurred by any such person (the "Indemnitee") in connection with, or arising out of, the defense of disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be a defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been such a director, officer, employee or agent or as a result of his serving or having served with respect to any such employee benefit plan; provided, however, that the corporation shall provide no indemnification with respect to any matter as to which any such Indemnitee shall be finally adjudicated in such action suit or proceeding not to have acted in good faith in the reasonable belief that his action was (i) in the best interests of the corporation or (ii) to the extent such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and, provided further, that, except as provided in section (c) of this Article 10, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such person was authorized to initiate such proceeding by the board of directors of the corporation. The right to indemnification conferred in this Article 10 shall be a contract right and, subject to Sections (c) and (i) of this Article 10, shall include the right to be paid by the corporation expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of officers and directors.

(b) The right to indemnification conferred in this Article 10 shall include the right to be paid by the corporation for liabilities and expenses incurred in connection with the settlement or compromise of any such action, suit or proceeding, pursuant to a consent decree or otherwise, unless a determination is made, within thirty-five (35) days after receipt by the corporation of a written request by the Indemnitee for indemnification, that

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such settlement or compromise is not in the best interests of the corporation or, to the extent such matter related to service with respect to an employee benefit plan, that such settlement or compromise is not in the best interests of the participants or beneficiaries of such plan. Any such determination shall be made (i) by the board of directors of the corporation by a majority vote of a quorum consisting of disinterested directors, or (ii) if such quorum is not obtainable, by a majority of the disinterested directors then in office. Notwithstanding the foregoing, if there are less than two (2) disinterested directors of the corporation then in office, the board of directors shall promptly direct that independent legal counsel (who may be regular legal counsel to the corporation) determine, based on facts known to such counsel at such time, whether such Indemnitee acted in good faith in the reasonable belief that his action was in the best interests of the corporation or the participants or beneficiaries of any such employee benefit plan, as the case may be; and, in such event, indemnification shall be made to such Indemnitee unless, within thirty-five (35) days after receipt by the corporation of the request by such Indemnitee for indemnification, such independent legal counsel provides in a written opinion to the corporation that such Indemnitee did not act in good faith in the reasonable belief that his action was in the best interests of the corporation or the participants or beneficiaries of any such employee benefit plan, as the case may be.

(c) Any indemnification of a director or officer of the corporation under this Article 10, including any advance of expenses under
Section (e) of this Article 10, shall be made promptly and, in any event, within thirty-five (35) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article 10 is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty-five (35) days, the right to indemnification or advances as granted by this Article 10 shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in such action shall also be indemnified by the corporation if such person prevails in such action. It shall be a defense to any such action (other than an action to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

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(d) As a condition precedent to his right to be indemnified, the Indemnitee must give the corporation notice in writing as soon as practicable of any action, suit or proceeding involving him for which indemnity will or could be sought. With respect to any action, suit or proceeding of which the corporation is notified, the corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to such Indemnitee. After notice from the corporation to the Indemnitee of its election to assume such defense, the corporation shall not be liable to such Indemnitee for any legal or other expenses subsequently incurred by such Indemnitee in connection with such claim, but the fees and expense of such counsel incurred after notice from the corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the corporation and the Indemnitee in the conduct of the defense of such action or (iii) the corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases, the fees and expenses of counsel for the Indemnitee shall be at the expense of the corporation, except as otherwise expressly provided by this Article. The corporation shall not be entitled to assume the defense of any claim brought by or on behalf of the corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in (ii) above.

(e) Subject to paragraph 10(c) above, the right to indemnification referred to in this Article shall include the right to be paid by the corporation for expenses (including reasonable attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding in advance of its final disposition, subject to receipt of an undertaking by the Indemnitee to repay such payment if it is ultimately determined that the Indemnitee is not entitled to indemnification under this Article. Such undertaking may be accepted without reference to the financial ability of such Indemnitee to make such repayment. Notwithstanding the foregoing, no advance shall be made by the corporation under this paragraph (d) if a determination is reasonably and promptly made by the board of directors by a majority vote of a quorum consisting of disinterested directors or, if such quorum is not obtainable, by a majority of the disinterested directors of the corporation then in office or, if there are not at least two disinterested directors then in office, by independent legal counsel (who may be regular legal counsel to the corporation) in written opinion that, based on facts known to the board of directors or counsel at such time, such Indemnitee did not act in good faith in the reasonable belief that his action was in the best interests of the corporation or the participants or beneficiaries of an employee benefit plan of the corporation, as the case may be.

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(f) If an Indemnitee is entitled under any provision of this Article to indemnification by the corporation of some or a portion of the liabilities or expenses imposed upon or incurred by such Indemnitee in the investigation, defense, appeal or settlement of any action, suit or proceeding but not, however, for the total amount thereof, the corporation shall nevertheless indemnify the Indemnitee for the portion of such liabilities or expenses to which such Indemnitee is entitled.

(g) The right to indemnification and the payment of expenses incurred in defending any action, suit or proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or thereafter acquire under any statute, provision of the articles of incorporation, by-laws, agreement, vote of stockholders or board of directors or otherwise. Without limiting the generality of the foregoing, the corporation, acting through its board of directors, may enter into agreements with any director or employee of the corporation providing for indemnification rights equivalent to or greater than the indemnification rights set forth in this Article.

(h) The corporation may purchase and maintain insurance, at its expense, to protect itself and any director or employee of the corporation or another organization or employee benefit plan against any expense or liability incurred by him or it in any such capacity, or arising out of the status as such.

(i) The corporation's obligation to provide indemnification under this Article shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.

(j) Without the consent of a person entitled to the indemnification and other rights provided in this Article, no amendment modifying or terminating such rights shall adversely affect such person's rights under this Article with respect to the period prior to such amendment.

(k) If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each Indemnitee as to any liabilities and expenses with respect to any action, suit or proceeding to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

(l) As used in this Article, the terms "director," "officer," "employee," "agent," and "person" include their respective successors, heirs, executors, administrators and legal representatives and an "interested" director is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending.

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11. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

12. The incorporation of Fuel Tech, Inc. in Delaware shall be effective as of 5:00p.m. Eastern Time on September 30, 2006.

THE UNDERSIGNED duly authorized incorporator of the corporation does hereby set his hand this 25th day of September, 2006.

/s/ Charles W. Grinnell
-------------------------------------------
Charles W. Grinnell, Incorporator
Fuel Tech, Inc.
Financial Centre
695 East Main Street
Stamford, Connecticut 06901

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Exhibit 3.3

Fuel Tech, Inc.
A Delaware Corporation

BY-LAWS

As Adopted September 30, 2006

ARTICLE I

OFFICES

Section 1.1. Registered Office. The Corporation's registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.2. Other Offices. The Corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors shall determine or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS MEETINGS

Section 2.1. Place of Meeting. Meetings of stockholders may be held at such places within or without the State of Delaware as the Board of Directors shall determine.

Section 2.2 Annual and Special Meetings. Annual meetings of stockholders shall be held at dates, times, and places fixed by the Board of Directors and stated in the notice of meeting to elect Directors and to transact such other business as may properly come before the meeting. Special meetings of stockholders for any proper purpose or purposes may be called at any time by the Board of Directors, the Chairman, or the Chief Executive Officer at such date, time and place as the Board of Directors shall determine. If requested in writing by the holders of not less than a majority of the Corporation's then outstanding capital stock specifying the purpose or purposes of the meeting and delivered to the Chairman or Chief Executive Officer or the Secretary, special meetings of stockholders shall be called by the Chairman, the Chief Executive Officer or the Secretary. Only such business as is specified in the notice of any special meeting of the stockholders shall come before a special meeting. If a special meeting is properly called by the stockholders, the Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of receipt of the request.

Section 2.3. Stockholders List. The Secretary of the Corporation shall or shall cause the Corporation's Transfer Agent to prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting. Such list shall be arranged in alphabetical order and shall show each stockholder's address and the number of shares registered in such stockholder's name. Such list shall be open to examination by any stockholder for any purpose germane to the meeting during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting (or, if not so specified, at the place where the meeting is to be held). The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.4. Organization. The Chairman of the Board, if there shall be an incumbent Chairman of the Board, or, otherwise the person designated by the Board of Directors, or, in the absence of such designation, the highest ranking officer of the Corporation who is present at the meeting, shall call to order meetings of stockholders and shall act as chairman of such meetings. The Secretary of the Corporation shall act as secretary of meetings of stockholders. If the Secretary of the Corporation is absent from the meeting, the secretary of the meeting shall be such person as the chairman of the meeting shall appoint.


Section 2.5. Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the procedures to be followed at the meeting, including regulation of the manner of voting and of the conduct of discussion.

Section 2.6. Notice. Except as otherwise provided by law, written notice of the time, date, and place of meeting (and, in the case of a special meeting, the purpose thereof) shall be given to each stockholder not less than ten (10) days and not more than sixty (60) days before the date on which the meeting is to be held.

Section 2.7. Quorum. Except as otherwise required by law or the certificate of incorporation, at any meeting of stockholders, the holders of record (present in person or by proxy) of one-third of the shares of capital stock entitled to vote at the meeting shall constitute a quorum for the transaction of business, In the absence of a quorum, the chairman or secretary of the meeting may adjourn the meeting in the manner provided in Section 2.8 hereof until a quorum is present.

Section 2.8. Adjournment. Any meeting of stockholders, annual or special, may be adjourned from time to time to reconvene at the same place or another place. A determination in accordance with Article V hereof of stockholders of record with respect to a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board of Directors shall have authority to fix a new record date for the adjourned meeting. Notice need not be given of any such adjourned meeting, if the date, time, and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days or if a new record date is fixed for the adjourned meeting, written notice of the date, time, and place of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 2.9. Proxies and Voting. At any meeting of stockholders, each stockholder entitled to vote may vote in person or by proxy. Each stockholder shall have one vote for each share of capital stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided in these By-Laws or as otherwise required by law. All voting by stockholders, except on the election of directors and except as otherwise required by law, may be by voice vote; provided, however, that upon demand therefor by a stockholder (or by his proxy) entitled to vote, a stock vote shall be taken. Each stock vote shall be taken by written ballot, each of which shall state the name of the stockholder (or proxy) voting. Each vote taken by ballot shall be counted by an inspector or inspectors appointed by the chairman of the meeting. Elections of Directors shall be determined by a plurality of the votes cast; except as otherwise required by law, all other matters shall be determined by a majority of votes cast.

Section 2.10 Consent of Stockholders in Lieu of Meeting Nothing contained in these By-Laws shall be deemed to restrict the power of the stockholders to take any action by means of a consent or consents in writing according to applicable law.

ARTICLE III
DIRECTORS

Section 3.1 General Powers. Except as may otherwise be provided by law, the Certificate of Incorporation or these By-Laws, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all of the powers of the Corporation.

Section 3.2 Number, Election, Term, and Removal of Directors. Except as otherwise provided in these By-Laws or as otherwise required by law, each Director shall be elected until a successor is duly elected or until the Director shall sooner resign, retire, become deceased or be removed as provided below. The first Board of Directors shall consist of nine (9) Directors. Thereafter, the number of Directors shall be determined by the Board of Directors or by the stockholders. The Directors shall all be elected by the stockholders in accordance with Section 2.9 hereof at the annual meeting of stockholders. Vacancies and newly created directorships resulting from an increase in the number of Directors may be filled (for the unexpired term and until a successor Director is elected) by a majority of the Directors then in office (although less than a quorum), by the sole remaining Director, or by the stockholders. Any Director may be removed with or without cause by the stockholders at any time. Any Director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such Director, to the Chairman, the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.


Section 3.3 Nomination of Director Candidates. In addition to any other applicable requirements, only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors at the Annual Meeting. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, a nominating committee of the Board of Directors, a person appointed by the Board of Directors, or by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided in this Section 3.3 and on the record date for determination of stockholders entitled to vote at such Annual Meeting and (ii) who timely complies with the notice provisions of this Section 3.3. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to notice in writing to the Secretary of the Corporation delivered to or mailed and received by the Secretary not later than January 1 in the year of the respective Annual Meeting. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a Director, (i) the name, age, business address and residence address of the person, (ii) the principal occupations or employments of the person currently and for the prior five years, (iii) the class and number of shares of the Corporation's capital stock owned beneficially or of record by the person, (iv) a statement signed by the person that such person consents to being named as a nominee, and, if elected, the person intends to serve as a Director; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, (ii) the class and number of shares of capital stock of the Corporation owned beneficially or of record by the stockholder (iii) a description of all arrangements or understandings between the person proposed as a nominee and the stockholder and any other persons including their names, and
(iv) a representation signed by the stockholder that the stockholder intends to appear in person or by proxy at the Annual Meeting to nominate the persons named in the notice. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of the proposed nominee to serve as a Director of the Corporation. Information concerning the proposed nominee need not be included in the proxy statement furnished to stockholders in connection with the Annual Meeting. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of any class or series of capital stock pursuant to the terms of such capital stock or pursuant to the terms of any contract to which the Corporation shall be a party.

Section 3.4. Chairman of the Board. The Directors may elect one of their members to be Chairman of the Board of Directors, hereafter in these By-Laws referred to as the "Chairman." The Chairman shall be subject to the control of, and may be removed with or without cause by, the Board of Directors. The Chairman shall perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 3.5. Meetings. Regular meetings of the Board of Directors shall be held at such dates, times, and places as may from time to time be fixed by the Board of Directors. Notice need not be given of regular meetings of the Board of Directors. Special meetings of the Board of Directors may be held at any date, time, and place upon the call of the Chairman, or the Chief Executive Officer, and shall be called by the Secretary if and as directed by one-third of the Directors then in office. Facsimile, or other written notice of the place, date, and time of each special meeting of the Board of Directors shall be given not less than two (2) days before such meeting to each Director who shall not waive such notice. Such notice shall state the time and place of the special meeting, but unless required by law, the Certificate of Incorporation or these By-Laws, need not state the purpose of the special meeting. Meetings of the Board of Directors may be held without notice immediately after annual meetings of stockholders.


Section 3.6. Action Without Meeting. Nothing contained in these By-Laws shall be deemed to restrict the power of the Board of Directors or of any committee thereof to take any action without a meeting by means of consents thereto in writing or by electronic transmission according to applicable law.

Section 3.7. Telephonic Meetings. Nothing contained in these By-Laws shall be deemed to restrict the power of members of the Board of Directors, or of any committee of the Board of Directors to participate in meetings of the Board of Directors (or of such committees) by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other.

Section 3.8. Quorum; Acts of the Board of Directors. One-third of the total number of members of the Board of Directors as constituted from time to time, but not less than three (3), shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting to another place, date, and time without further notice or waiver. Except as otherwise provided by law, by the Certificate of Incorporation, by these By-Laws, or by any binding contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 3.9. Committees of the Board of Directors. Effective on the adoption of these By-Laws, the Corporation elects to be governed as to committees of the Board of Directors by the provisions of Section 141(c)(2)of the Delaware General Corporation Law. The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate one or more committees to have and to exercise such power and authority as the Board of Directors shall specify. Each such Committee shall consist of such number of Directors as from time to time may be fixed by the Board of Directors. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting may (whether or not he or they constitute a quorum) unanimously appoint another Director to act at the meeting in place of the absent or disqualified committee member. Each committee may fix procedural rules for meeting and for conducting its business and shall act in accordance therewith, except as otherwise provided in these By-Laws or as otherwise required by law. Adequate provision shall be made for notice to committee members of all committee meetings. One-half of the members of each committee shall constitute a quorum (unless the committee shall consist of one member, in which event one member shall constitute a quorum). All matters shall be determined by a majority vote of the committee members present at the committee meeting.

Section 3.10. Minutes of Meetings of Committees. Each committee of the Board of Directors shall keep minutes of its meetings and shall report the same when and as required by the Board of Directors.

Section 3.11. Compensation of Directors. Directors shall be paid their expenses of attendance at meetings of the Board of Directors or committees thereof. Directors, pursuant to a resolution adopted by a majority of the whole Board of Directors, may also be paid a fixed sum for attendance at each meeting of the Board of Directors or a committee thereof, a stated salary for service as a Director, a stated salary for service as a Committee chairperson, and for other service as a Director. No payment referred to in this Section 3.10 shall preclude any Director from serving the Corporation in any other capacity or from receiving compensation therefor.


ARTICLE IV
OFFICERS

Section 4.1. General. The Corporation's officers shall consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers (which may include one or more Assistant Secretaries and Assistant Treasurers) with such titles and duties as the Board of Directors shall determine. The Chairman shall be an officer if designated by the Board of Directors as an Executive Chairman. The officers may have such additional personal titles as shall be approved by the Board of Directors to indicate their function or seniority. Any number of offices may be held by the same person. Each officer shall be elected by the Board of Directors, shall be subject to supervision and direction by the Board of Directors, shall serve at the pleasure of the Board of directors, and shall hold office for the term prescribed by the Board of Directors. The salaries of all officers shall be fixed by the Board of Directors. The authority, duties, or responsibilities of any officer may be suspended by the Board of Directors with or without cause. Any officer may be removed at any time by the Board of Directors with or without cause. Any officer may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such officer, to the Chairman, the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 4.2. The Chief Executive Officer. The Chief Executive Officer shall be the Corporation's chief executive officer. Subject to the provisions of these By-Laws and to the direction of the Board of Directors, the Chief Executive Officer shall have responsibility for general management and control of the Corporation's affairs and business and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him by the Board of Directors. The Chief Executive Officer shall have power to sign all stock certificates, contracts, and other authorized instruments of the Corporation. The Chief Executive Officer shall have general supervision and direction of the Corporation's other officers and agents.

Section 4.3 The President. The President shall be responsible for the day to day operations of the Corporation as may be delegated to the President by the Chief Executive Officer from time to time and, if the Chief Executive Officer shall be absent or unable to act, the President shall act in the stead of the Chief Executive Officer.

Section 4.4. The Vice Presidents. In the President's absence (or in the event of his inability or refusal to act), the Vice President (or if there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, starting with the first to be elected) shall perform all duties of the President. When so acting, such Vice President shall have all powers of, and be subject to all restrictions upon, the President. The Vice President(s) shall perform such other duties, and shall have such other powers, as the Board of Directors shall prescribe.

Section 4.5. The Secretary; Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders, and shall record the proceedings of such meetings in a book or books to be kept for that purpose. If so directed by the Board of Directors, the Secretary shall perform similar duties with respect to meetings of committees of the Board of Directors. The Secretary shall give (or cause to be given) notice of all meetings of stockholders and of all special meetings of the board of directors. The Secretary shall have custody of the Corporation's seal and he (or any Assistant Secretary) shall have authority to affix such seal to any appropriate instrument. When so affixed, such seal may be attested by the Secretary's (or such Assistant Secretary's) signature. The Board of Directors may give general authority to any other officer to affix the Corporation's seal and to attest such affixation by such other officer's signature. In the Secretary's absence (or in the event of his inability or refusal to act), the Assistant Secretary (or if there shall be more than one Assistant Secretary, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, starting with the first to be elected) shall have all powers of, and be subject to all restrictions upon, the Secretary. The Secretary and the Assistant Secretary (or Assistant Secretaries) shall perform such other duties, and shall have such other powers, as the Board of Directors shall prescribe with respect to each such office.


Section 4.6. The Treasurer; Assistant Treasurers. The Treasurer shall have custody of the Corporation's monies and securities, shall keep regular books of account, and shall deposit all of the Corporation's monies and other valuable effects in the name of (and to the credit of) the corporation in one or more depositories designated by the Board of Directors. The Treasurer shall disburse the Corporation's funds as directed by the Board of Directors and shall take vouchers for such disbursements. The Treasurer shall render to the Board of Directors at its regular meetings (or when otherwise directed by the Board of Directors) an account of his transactions as Treasurer and of the Corporation's financial condition. In the absence of the Treasurer (or in the event of his inability or refusal to act), the Assistant Treasurer (or if there shall be more than one Assistant Treasurer, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, starting with the first to be elected) shall have all powers of, and be subject to all restrictions upon, the Treasurer. The Treasurer and the Assistant Treasurer (or Assistant Treasurers) shall perform such other duties, and shall have such other powers, as the Board of Directors shall prescribe with respect to each such office.

Section 4.7. Delegation of Authority. The Board of Directors may from time to time delegate or authorize the delegation of the powers or duties of any officer to any other officer or agent, notwithstanding any other provision of these By-Laws.

Section 4.8. Facsimile Signatures of Officers. Facsimile signatures of any officer may be used whenever authorized by these By-Laws or by the Board of Directors.

Section 4.9. Action with Respect to Securities of Other Entities. Unless otherwise prescribed by the Board of Directors, the Executive Chairman, the Chief Executive Officer, the President or Secretary (or any other officer designated by the Chief Executive Officer to act in their stead) shall have power and authority on the Corporation's behalf to attend (and to act and vote at) meetings of holders of securities of any entity in which the Corporation shall own or hold securities. At such meetings, the Chairman, the Chief Executive Officer, the President, Secretary or Chief Executive Officer's designee, as the case may be, shall possess (and may exercise) all rights and powers incident to the ownership or holding of such securities which the Corporation might have possessed and exercised. The Chief Executive Officer, the President, the Secretary or the Chief Executive Officer's designee may execute and deliver on the Corporation's behalf powers of attorney, proxies, consents, waivers, and other instruments relating to the securities owned or held by the Corporation.

ARTICLE V
CAPITAL STOCK

Section 5.1. Stock Certificates. Certificates for shares of the Corporation's capital stock shall be in such form as shall be permitted by law and approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or the Chief Executive Officer or the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the corporation. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, any other signatures on the certificate may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificates which the Corporation shall issue to represent such class or series of stock or there shall be set forth on the face or back of the certificates which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish, without charge to each stockholder who so requests, the designations, references and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any restriction imposed upon the transfer of shares or registration of transfer of shares shall be noted conspicuously on the certificate representing the shares subject to such restriction.


Section 5.2. Transfer of Shares. Shares of the Corporation's capital stock may be transferred on the Corporation's books only by the holder of such shares (or by such holder's authorized attorney) upon surrender to the Corporation or to the Corporation's transfer agent of the properly endorsed certificate(s) representing such shares.

Section 5.3. Lost, Stolen, or Destroyed Certificates. The Board of Directors (or the Corporation's transfer agent) may authorize the issuance of a new share certificate to replace any certificate theretofore issued by the Corporation which is alleged to have been lost, stolen, or destroyed. The Board of Directors, as a condition to such issuance, may require that the owner of such lost, stolen, or destroyed certificate, or his legal representative, (i) submit to the Corporation an affidavit stating that such certificate has been lost, stolen, or destroyed, (ii) advertise the same in such manner as the Board of Directors shall require, and/or (iii) give the Corporation a bond in such sum as the Board of Directors shall require to indemnify the Corporation against any claim that may be made against the Corporation in respect of the certificate alleged to have been lost, stolen, destroyed or the certificate to be issued.

Section 5.4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.

If no record date is fixed:

(1) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to a vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(2) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer of agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

(3) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when prior action by the Board of Directors is required, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(4) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.


Section 5.5. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on the Corporation's books as the owner of shares of capital stock to receive dividends on such shares and to vote as owner of such shares. The Corporation need not recognize any claim to (or interest in) such shares by any other person, whether or not the Corporation shall have notice thereof, except as otherwise required by law.

Section 5.6. Regulations. The Board of Directors shall have power and authority to make all rules and regulations which it deems expedient concerning the issuance, transfer, registration, cancellation, and replacement of certificates representing the Corporation's capital stock.

ARTICLE VI
GENERAL PROVISIONS

Section 6.1. Checks, etc. All checks, other drafts, and notes of the Corporation in excess of Twenty-Five Thousand Dollars ($25,000) shall be signed by at least two of such persons as the Board of Directors shall designate or authorize. Any two of those persons designated or authorized by the Board of Directors to sign checks, other drafts and notes of the Corporation are authorized to open and jointly use such accounts with such banks or trust companies as may from time to time be required for the purposes of the Corporation.

Section 6.2. Contracts. All contracts, agreements, indentures or other written commitments intended to bind the Corporation shall be signed by an officer pursuant to the authority of the Board of Directors including authority limitation regulations adopted from time to time by the Board of Directors.

Section 6.3. Pro-Forma Banking and Qualification Resolutions. Resolutions from time to time necessary or appropriate for the opening or maintenance by the Corporation of any account with any bank or trust company or for the qualification of the Corporation to do business under the laws of any state shall be effective and shall be adopted in haec verba as of the date of certification thereof so long as such resolutions shall be certified by the Secretary or an Assistant Secretary of the Corporation and filed with the permanent records of the resolutions of the Directors of the Corporation.

Section 6.4. Fiscal Year. The Corporation's fiscal year shall be the twelve calendar months ending December 31 in each year unless otherwise fixed by the Board of Directors.

Section 6.5. Corporate Seal. The Corporation's corporate seal shall have inscribed thereon the Corporation's name, the year of its incorporation, and the words "Corporate Seal" and "Delaware".

Section 6.6. Notices. Whenever any law, the Certificate of Incorporation, or these By-Laws requires that notice be given to any Director, officer, or stockholder, such notice may be given personally or in writing by mail, addressed to such Director, officer, or stockholder at his address which appears on the Corporation's records. Any notice given by mail shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid. Notice to Directors or officers may be given by telegram, cable, radiogram, or facsimile, addressed to such Director or officer at his address which appears on the Corporation's records, in which case notice shall be deemed to have been given when delivered for transmission.

Section 6.7. Time Periods. Whenever these By-Laws require that an act be done or not be done a specified number of days prior to or after the occurrence of any event (or require that an act be done or not be done within a period of days prior to or after the occurrence of an event), calendar days shall be used, with the day of the doing of such act excluded and the day of the occurrence of such event included.


Section 6.8 Books and Records. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by or under the authority of the Board of Directors.

Section 6.9 Amendments. The holders of shares of capital stock entitled at the time to vote for the election of Directors shall have power to amend or repeal these By-Laws by vote of not less than a majority of such shares. Except as otherwise provided by law, the Board of Directors shall have power to amend or repeal these By-Laws by vote of not less than a majority of the entire Board of Directors. Any by-law adopted by the Board of Directors, however, may be amended or repealed by vote of the holders of a majority of the shares of capital stock entitled at the time to vote for the election of Directors.

Section 6.10 Construction. In the event of any conflict between the provisions of these By-Laws and the Certificate of Incorporation, the provisions of the Certificate of Incorporation shall be controlling.


Exhibit 14.1

FUEL TECH, INC.

CODE OF BUSINESS ETHICS AND CONDUCT

AS AMENDED SEPTEMBER 30, 2006


TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Foreword                                                                       2

Introduction and Persons Subject to Code                                       3

Enforcement of the Code                                                        3

Compliance with Laws and Regulations                                           4

Fraudulent Conduct                                                             4

Conflicts of Interest                                                          5

Proper Recording of Funds, Assets, Receipts
      and Disbursements                                                        6

Improper Influence on Audits                                                   6

Proper Disclosure to the Public and SEC                                        6

Reports of Counsel to Qualified Legal Compliance Committee                     6

Obstruction of Justice                                                         7

Insider Trading                                                                7

Commercial Bribery                                                             8

Political Contributions                                                        9

Payments to Foreign Government Officials                                       9

Employee Relations                                                            10

Unlawful Harassment                                                           10

Antitrust Compliance                                                          10

Environment and Safety                                                        11

                                    FOREWORD

         A major factor in the growth and success of Fuel Tech, Inc. and its
subsidiaries (the "Company") is the standard of personal and professional
integrity with which its personnel conduct themselves. The Company's Board of
Managing Directors has adopted and amended this Code of Business Ethics and
Conduct (the "Code") to assist its directors, officers and employees in
understanding the principles of conduct that must be adhered to in order to
fulfill the legal and ethical obligations each assumes on association with the

Company. Persons subject to this Code may be requested periodically to affirm in writing that they have adhered to the principles of the Code.

On Behalf of the Board of Managing Directors

Ralph E. Bailey
Executive Chairman of the Board

September 30, 2006

2

INTRODUCTION AND PERSONS SUBJECT TO THE CODE

The purpose of this Code of Ethics and Business Conduct (the "Code) is to state the principles of business ethics and conduct that the Board of Managing Directors (the "Board") of Fuel Tech, Inc. and its subsidiaries (the "Company") expects to be followed by all directors, officers and employees of the Company (collectively referred to in the Code as the Company's "Associates"). Each of the Company's directors, officers and employees are subject to the applicable provisions of the Code. The Code provides general principles and specific guidelines applicable to business conduct.

These principles and guidelines are to be strictly adhered to at all times and under all circumstances. Any employee who does not adhere to this Code is acting outside the scope of his or her employment. Action in violation of the Code will be subject to Company discipline up to and including dismissal. Additionally conduct not in compliance with the Code may constitute a violation of criminal laws.

Any Associate who, as part of his or her job responsibilities with the Company, serves as a director or officer of another company in which the Company has an interest is expected to cast votes, exert influence and otherwise conduct activities in a manner that will promote the observance of these principles and guidelines. Also, the choice of the Company's contractors will be guided by their ability to comply with these principles and guidelines.

The Board will continue to supervise compliance with the Code to assure that the Company's business is conducted in a manner consistent with its obligations to its shareholders and the public. It is the responsibility of all levels of the Company's management to monitor compliance with the Code, to suggest appropriate revisions which may be required from time to time, and to ensure that all employees and contractors are aware of the provisions of the Code.

ENFORCEMENT OF THE CODE

Violations of the Code will result in discipline and sanctions up to and including dismissal.

Instances of conduct prohibited by the Code should be reported to the Human Resources Manager of the Company, or a supervisor, or an officer of the Company, and, particularly when the conduct involves a director or an officer of the Company or matters concerning the integrity of the Company's books and records, the Audit Committee of the Board.

Questions regarding the legality of a proposed action should be referred to the Company's legal counsel for consideration. An appropriate officer of the Company, after consultation with legal counsel, should resolve all questions or refer them to higher authority in the Company, including the Audit Committee. Waivers of the provisions of the Code shall be granted by the Chief Executive Officer with the approval of the Audit Committee of the Board, or, in cases involving the Chief Executive Officer waivers shall be granted by the Audit Committee.

3

Reports by legal counsel employed or retained by the Company of material violations of the Code should be referred simultaneously to the Chief Executive Officer and to the independent members of the Audit Committee, which is the Company's Qualified Legal Compliance Committee.

COMPLIANCE WITH LAWS AND REGULATIONS

THE COMPANY IS COMMITTED TO BEING A GOOD CORPORATE CITIZEN OF ALL STATES AND COUNTRIES IN WHICH IT DOES BUSINESS. BECAUSE OF THIS COMMITMENT, IT IS THE POLICY OF THE COMPANY TO COMPLY IN ALL RESPECTS WITH ALL LAWS AND REGULATIONS THAT ARE APPLICABLE TO ITS BUSINESS AT ALL GOVERNMENTAL LEVELS IN THE UNITED STATES AND ABROAD.

The Code in some cases deals with specific laws and regulations and outlines general guidelines for compliance because of their particular importance to the Company's business activities. It should be understood, however, that the special emphasis on these laws and regulations does not limit the general admonition to comply with all applicable laws and regulations. Ethical business conduct should normally exist at a level well above minimum legal requirements. The Company expects its Associates to deal fairly with all persons with whom the Company does business and to maintain the Company's reputation for integrity.

The laws and regulations of the states and countries in which the Company does business form the framework around which its operations are built. Compliance in all respects with both the spirit and the letter of those laws will best serve the interests of the Company, its Associates and its shareholders.

A company doing business on an international basis may encounter laws and customs applicable in one country that conflict with those of another country. For example, the laws of one country may encourage or even require business practices not permitted in the United States. Associates must be careful to conduct themselves in strict accordance with applicable laws of the countries in which the Company operates.

Associates should make the Company's legal compliance policy known to all agents and contractors of the Company and inform such persons that the Company expects them likewise to adhere to this policy. The ability to comply will be an important consideration in choosing contractors.

FRAUDULENT CONDUCT

THE COMPANY EXPECTS ITS ASSOCIATES TO CONDUCT THEMSELVES IN THEIR BUSINESS DEALINGS IN AN HONEST AND NON-FRAUDULENT MANNER. LIKEWISE, THE COMPANY EXPECTS ITS ASSOCIATES TO DEAL HONESTLY WITH ALL GOVERNMENTAL ENTITIES.

The Company's interests are never furthered by fraudulent dealings. In this regard, the Company demands that all its Associates deal honestly with all persons with whom the Company does business. Under no circumstances will any Associate willfully file or condone or solicit the filing of any materially false, fictitious or fraudulent claim, report or information with any person or governmental entity under any circumstances. Nor will fraudulent actions by the agents or contractors of the Company be condoned under any circumstances.

4

CONFLICTS OF INTEREST

ALL ASSOCIATES OF THE COMPANY ARE EXPECTED TO AVOID ANY ACTIVITY THAT MAY INTERFERE, OR HAVE THE APPEARANCE OF INTERFERING WITH THE PERFORMANCE OF THEIR RESPONSIBILITIES TO THE COMPANY.

It is not feasible to specify all activities that may give rise to a conflict of interest; however, such conflicts will generally occur within the areas of:

- Transactions with the Company
- Business relationships with vendors, competitors, etc.
- Business gifts
- Unsecured indebtedness to the Company
- Transactions with promoters, consultants, etc.

The following will serve as a guide to the circumstances or types of activities that could cause conflicts and should, therefore, be fully reported to the Company:

1. Ownership by an Associate or a close relative of a two percent or more financial interest in any enterprise that does business with or is a competitor of the Company.

2. Participation in any outside activity that competes directly or indirectly with the Company or that interferes or has the appearance of interfering with the performance of the Associate's duties with the Company.

3. Serving as a director, consultant, employee or agent of an enterprise that conducts or seeks to conduct business with the Company.

4. Acceptance by an Associate or a close relative of gifts of a size that may tend to influence business decisions or compromise independent judgment or the giving of such gifts to personnel of other companies with which the Company does business.

5. Disclosure or use by an Associate of information that is confidential, proprietary or privileged, for the benefit of an Associate or of any other person.

In the event an Associate senses possible involvement in a conflict of interest, the Associate should immediately report the matter to his or her supervisor or, in the case of a director or officer of the Company, to the Chief Executive Officer, and where involving the Chief Executive Officer, the Audit Committee of the Board, making a full disclosure of all pertinent circumstances. Because each case may involve special circumstances, it will be judged on its own merits.

5

PROPER RECORDING OF FUNDS, ASSETS, RECEIPTS AND DISBURSEMENTS

ALL FUNDS, ASSETS, RECEIPTS AND DISBURSEMENTS OF THE COMPANY SHALL BE

PROPERLY RECORDED ON THE BOOKS OF THE COMPANY.

To assure that this policy is implemented, the following is specifically required:

1. No funds or accounts shall be established or maintained for purposes that are not fully and accurately reflected on the books and records of the Company.

2. No funds or other assets shall be received, disbursed, transferred or disposed of without being fully and accurately reflected on the books and records of the Company.

3. No false, fictitious or intentionally misleading entries shall be made on the books or records of the Company and no false or misleading reports pertaining to the Company or its operations shall be issued.

IMPROPER INFLUENCE ON AUDITS

NO ASSOCIATE OF THE COMPANY MAY TAKE ANY ACTION, OR CAUSE ANY OTHER PERSON, TO FRAUDULENTLY COERCE, MANIPULATE OR MISLEAD THE COMPANY'S INDEPENDENT AUDITORS ENGAGED IN THE PERFORMANCE OF AN AUDIT OF THE COMPANY'S FINANCIAL STATEMENTS.

The Company's audited financial statements are relied upon by the public, the Company's shareholders and government authorities. Interfering with an audit may cause the financial statements to be materially misleading leading to serious consequences for the Company. In all dealings with auditors cooperation is required. Auditors' reasonable and responsible requests for information shall be responded to fully and promptly.

PROPER DISCLOSURE TO THE PUBLIC AND SEC

ASSOCIATES RESPONSIBLE FOR PREPARING OR APPROVING ANNUAL AND QUARTERLY REPORTS TO THE PUBLIC AND THE SEC, AS WELL AS PRESS RELEASES OF COMPANY DEVELOPMENTS, SHALL, TO THE BEST OF THEIR KNOWLEDGE, TAKE CARE THAT SUCH DOCUMENTS DO NOT CONTAIN ANY UNTRUE STATEMENTS OF MATERIAL FACTS OR OMIT TO STATE MATERIAL FACTS REQUIRED SO THAT THE SAME SHALL NOT BE MISLEADING.

The Company's reports and releases are relied upon by the public, shareholders and government authorities to present a fair picture of the Company. Such reports and releases shall accurately describe the Company's operations and finances to the extent relevant and material. Failure to do so may have serious consequences for the Company.

REPORTS OF COUNSEL TO QUALIFIED LEGAL COMPLIANCE COMMITTEE

LEGAL COUNSEL EMPLOYED OR ENGAGED BY THE COMPANY AND PRACTICING BEFORE THE SECURITIES AND EXCHANGE COMMISSION SHALL REPORT TO THE COMPANY'S QUALIFIED LEGAL COMPLIANCE COMMITTEE, WHERE APPLICABLE, INSTANCES OF MATERIAL VIOLATIONS OF THE SECURITIES LAWS, BREACHES OF FIDUCIARY DUTY OR SIMILAR MATERIAL VIOLATIONS.

6

The independent members of the Company's Audit Committee of the Board have been constituted as the Company's Qualified Legal Compliance Committee (the "QLCC"). Legal Counsel, whether in the Company's employ as "inside counsel" or retained by the Company as "outside counsel," and, under Securities and Exchange Commission rules, "appearing and practicing before the Commission" is required to report "material violations," as defined in SEC rules, to the QLCC. The Company believes such violations to be also violations of this Code. Accordingly, where such counsel believes that there is credible evidence that makes it unreasonable for a prudent and competent attorney not to conclude that a material violation is reasonably likely, counsel shall report the likelihood of that violation simultaneously to the Chief Executive Officer and to the QLCC.

OBSTRUCTION OF JUSTICE

ASSOCIATES OF THE COMPANY MUST CONDUCT THEMSELVES SO THAT THEY DO NOT IN THE COURSE OF PROVIDING SERVICES TO THE COMPANY INTERFERE WITH, HINDER OR OBSTRUCT THE OPERATION OF ANY JUDICIAL OR OTHER GOVERNMENTAL SYSTEM.

The Company recognizes that a properly functioning justice system is an essential element in a free society and necessary to the promotion of business activity. Attempts to hide evidence, convince witnesses to change testimony or other attempts to prevent or tamper with the proper investigation and prosecution of violations of law will not be tolerated. Associates should, for example, never attempt to shred or otherwise dispose of records in the face of an investigation or when circumstances suggest that an investigation is likely.

INSIDER TRADING

"INSIDER TRADING" IS TRADING IN COMPANY STOCK BASED ON MATERIAL NON-PUBLIC INFORMATION OR COMMUNICATING MATERIAL NON-PUBLIC INFORMATION TO OTHERS IN VIOLATION OF THE LAW. THE COMPANY EXPRESSLY PROHIBITS "INSIDER TRADING."

The term "insider" includes not only directors, officers, 10% shareholders, or employees of the Company but may also include immediate family members who reside with the insider or persons for whom the insider has a financial responsibility.

Material information is generally defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Material information is also information that, if disclosed, is reasonably certain to have a substantial effect on the price of a Company's securities. Material information includes, but is not limited to, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals, major litigation, extraordinary management developments, and dividend changes.

Information is non-public until it has been communicated to the marketplace.

7

This policy prohibits trading by any insider while he or she is in possession of material non-public information. Additionally, this policy prohibits trading by a non-insider while he or she is in possession of material non-public information. Any of these activities is also a possible violation of federal securities laws. Legal penalties for trading on or communicating material non-public information are severe. These penalties apply to both the individuals involved in the insider trading and to their employers. A person can be subject to penalties even if he or she did not personally benefit from the violation. Penalties include fines, jail sentences, and disgorgement of profits.

Except when a "Don't Trade" memorandum has been circulated by the Company objecting to trading by Associates, all Associates may without objection by the Company as provided in the Employee Handbook, purchase or sell shares of Company stock during a "window period" following a Company earnings release. The period begins with the opening of business on the third business day following the release and ends on the close of business on the last business day of the following quarterly period.

Associates, moreover, may not purchase and sell or sell and purchase shares of Company stock within any period of less than six months.

COMMERCIAL BRIBERY

NO FUNDS OR ASSETS OF THE COMPANY SHALL BE PAID, LOANED OR OTHERWISE DISBURSED AS BRIBES, KICKBACKS OR OTHER PAYMENTS DESIGNED TO IMPROPERLY INFLUENCE OR COMPROMISE THE CONDUCT OF THE RECIPIENT, AND NO ASSOCIATE OF THE COMPANY SHALL ACCEPT ANY FUNDS OR OTHER ASSETS FOR ASSISTING IN OBTAINING BUSINESS OR FOR SECURING SPECIAL CONCESSIONS FROM THE COMPANY FOR ANY OTHER PERSON OR LEGAL ENTITY.

The Company considers one of its most valuable assets to be its reputation for integrity. The Company seeks stable and profitable business relationships - - based on integrity - - with customers, suppliers and all others whose activities touch upon its own. To that end, the Company's Associates and agents and contractors should conduct their business affairs in such an ethical way that the Company's reputation will not be impugned in the event the full details of their dealings become a matter of public discussion.

By way of illustrating the strict ethical standard that every Associate, agent and contractor of the Company is expected to maintain, the following conduct is expressly prohibited:

1. Payment or receipt of money, gifts, loans or other favors that may tend to improperly influence business decisions or compromise independent judgment.

2. Payment or receipt of rebates or kickbacks for obtaining business for the Company.

3. Payment of bribes to government officials, such as tax authorities, to obtain favorable rulings on issues of local law.

4. Other activities that, though not mentioned here, would similarly degrade the Company's reputation for integrity are prohibited.

These guidelines are not intended to prevent the Company from paying normal and reasonable commissions to its agents, from taking normal prompt payment discounts, and also from giving or receiving gifts or services that are normal and customary social amenities and that do not tend to compromise the conduct of the recipient.

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POLITICAL CONTRIBUTIONS

NO FUNDS OR ASSETS OF THE COMPANY SHALL BE CONTRIBUTED TO ANY POLITICAL PARTY OR ORGANIZATION, OR TO ANY INDIVIDUAL WHO EITHER HOLDS PUBLIC OFFICE OR IS A CANDIDATE FOR PUBLIC OFFICE.

The laws of certain countries restrict or prohibit political contributions by corporate entities. For example, the United Sates Federal Campaign Act of 1971, as amended, prohibits the contribution of corporate funds to candidates for federal office or committees formed to support such candidates or advocate other political causes. The Company shall comply strictly with applicable laws governing political contributions by corporate entities.

The following are examples of political activities that are prohibited by these laws and by the policy of the Company:

1. Contributions by an employee that are reimbursed through expense accounts or in other ways.

2. Use of Company funds to attend receptions, dinners or other fund-raising events for political candidates.

3. Contributions in kind, such as the loaning of employees to political parties, or the use of Company property in political campaigns.

The Company's policy is not intended to discourage or to prevent any employee from engaging in political activities in an individual capacity on his or her own time and at his or her own expense, or from making political contributions from personal funds. This policy does not discourage or prevent any Associate form expressing personal views with respect to legislative or political matters or making lawful voluntary political contributions.

PAYMENTS TO FOREIGN GOVERNMENTAL OFFICIALS

NO COMPANY ASSOCIATE HAS THE AUTHORITY TO OFFER OR MAKE PAYMENTS TO A FOREIGN OFFICIAL TO INDUCE THAT OFFICIAL TO AFFECT ANY GOVERNMENTAL ACT OR DECISION IN A MANNER THAT WILL ASSIST THE COMPANY TO OBTAIN OR RETAIN BUSINESS OR TO SECURE ANY IMPROPER ADVANTAGE.

The Foreign Corrupt Practices Act ("FCPA") prohibits payments to foreign officials that are made or even offered corruptly. Corrupt payments for purposes of the FCPA are payments intended to induce a foreign official to misuse his or her official position or to fail to perform an official function. Payments include gifts of substantial value, lavish entertainment, and loans. The prohibited payment could also be made to obtain or retain business for the Company. It could also be made to obtain legislation, regulations, or rulings to benefit the Company's business or to obtain, in general, any "improper advantage" for the Company.

The corrupt payment must be made to a foreign official. A foreign official for purposes of the FCPA is an officer or an employee of a foreign government or department, agency, or instrumentality thereof, or any person acting in an official capacity for or on behalf of such government department, agency, or instrumentality. Officers of state owned and operated enterprises generally would be regarded as within the purview of the FCPA. The term "foreign official" also includes political party officials and candidates for political office. The FCPA likewise prohibits corrupt payments to any person who is not a foreign official if it is known that all or a part of the payment will be offered or paid to a foreign official.

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Payments to attorneys, consultants, advisors, suppliers, and customers of the Company, violate the FCPA if made while knowing that all or a portion of such payments will be offered, given, or promised to a foreign official for any of the prohibited purposes stated above.

Certain types of payments are not covered by the FCPA. So-called "grease" or "facilitating" payments - payments made to secure or expedite the performance of routine government actions - typically are not prohibited by the FCPA. This exception is, however, very narrow and Associates must consult with Company counsel before considering making such a payment.

EMPLOYEE RELATIONS

IT IS THE COMPANY'S POLICY AND PRACTICE NOT TO DISCRIMINATE AGAINST ANY EMPLOYEE OR APPLICANT BECAUSE OF RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, AGE, SEXUAL ORIENTATION, AND PHYSICAL OR MENTAL DISABILITY.

The Company desires to create a challenging and supportive environment where individual contributions and teamwork are highly valued. In order to establish this environment, the Company seeks for qualified applicants and expects all employees to be responsible for supporting the Company's equal opportunity employment policy.

UNLAWFUL HARRASSMENT

THE COMPANY'S POLICY IS THAT ALL EMPLOYEES WORK IN AN ENVIRONMENT FREE FROM UNWELCOME HARASSMENT BY MANAGERS, EMPLOYEES OR NON-EMPLOYEE THIRD PARTIES SUCH AS VENDORS, VISITORS, OR GUESTS OF THE COMPANY.

The Company's policy prohibits sexual harassment and harassment because of race, color, national origin, ancestry, religion, creed, physical or mental disability, unfavorable discharge from military service, learning disability, present or past history of mental disorder, AIDS status, marital status, medical condition, sexual orientation, age, or any other basis protected by federal, state or local law.

ANTITRUST COMPLIANCE

THE COMPANY'S POLICY IS TO COMPLY STRICTLY WITH APPLICABLE ANTITRUST LAWS DOMESTICALLY AND ABROAD. ASSOCIATES OF THE COMPANY MUST AVOID ANY CONDUCT WHICH MAY BE CONSTRUED AS A VIOLATION OF ANTITRUST LAWS.

In the United States there are four federal statutes basic to the federal antitrust legal system - the Sherman Act, the Clayton Act, the Robinson-Patman Act and the Federal Trade Commission Act. The Sherman Act of 1890 prohibits contracts, combinations, or conspiracies in restraint of trade or commerce; it also prohibits monopolization or attempts to monopolize any part of trade or commerce. The Clayton Act of 1914 prohibits exclusive dealing arrangements and certain mergers and acquisitions and forbids individuals in certain circumstances from serving simultaneously on the boards of directors of two or more companies. The Robinson-Patman Act of 1936 prohibits discrimination in prices or promotional assistance by sellers to customers when the effect may substantially lessen competition. The Federal Trade Commission Act of 1914 prohibits unfair methods of competition and deceptive practices.

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Foreign sales and the Company's business abroad also require compliance with the business competition laws of other countries or treaty organizations, such as the European Union.

Agreements or understandings between competitors to fix prices, allocate business or markets, engage in boycotts or to limit supply is considered per se unlawful and are not defensible under the antitrust laws.

The antitrust laws are complex and highly technical and not always clear. Consult with Company legal counsel before engaging in any business practice that may involve antitrust implications

ENVIRONMENT AND SAFETY

THE COMPANY IS COMMITTED TO THE GOAL OF SAFE, EFFICIENT AND ENVIRONMENTALLY SOUND BUSINESS PRACTICES AND OPERATIONS. THE COMPANY BELIEVES THAT SUCH COMMITMENT IS ENTIRELY CONSISTENT WITH ITS ECONOMIC GOALS AND IN THE BEST INTERESTS OF ITS SHAREHOLDERS.

The Company is committed to complying with all applicable laws and regulations relating to protection of the environment and the maintenance of a safe workplace, and to using all reasonable efforts to operate in a manner that preserves the environment, conserves natural resources, and protects the safety and well being of its Associates, customers and the general public. There are federal, state and local laws and regulations relating to the protection of the environment and the maintenance of a safe workplace. These laws and regulations are diverse and far reaching and any violation of them can produce severe consequences not only for the Company but for each Associate involved in a violation. The Company policy is to endeavor to comply with standards that satisfy the laws of all countries in which it operates.

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