Code of Ethics and Business Conduct
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Purpose
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The Code of Ethics and Business Conduct ("Code") of Omagine,
Inc. ("Omagine" or the "Company") consists of the policies
relating to the ethical and legal standards of conduct to be
followed by all employees, officers and members of the Board of
Directors  of the Company in the conduct of its business.  It is
the Company's policy to manage and operate worldwide business
activities in conformity with applicable laws and high ethical
standards while preserving the Company's integrity and
reputation.

The Company is organized under United States law and its
securities are publicly traded. This means that the Company is
primarily governed by United States law, and that United States
law applies to some of Omagine's business outside the United
States.  If there is a conflict between the United States law
and the law of one of the other countries in which the Company
operates, the Company will resolve the conflict with the advice
and guidance of its general counsel.

The Company believes that this Code exceeds the requirements of
the definition of a "Code of Ethics" as set forth in the
regulations of the United States Securities and Exchange
Commission ("SEC") issued pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002.  However, for purposes of clarity
and to ensure compliance with Section 406, this Code of Ethics
and Business Conduct as it applies is designed to deter
wrongdoing and promote:

1.  honest and ethical conduct, including the ethical handling
    of actual or apparent conflicts of interest between personal
    and professional relationships

2.  full, fair, accurate, timely and understandable disclosure
    in the periodic reports and documents that the Company files
    with, or submits to, the SEC and in other public
    communications made by the Company

3.  compliance with applicable governmental laws, rules and
    regulations

4.  the prompt internal reporting of violations of the Code to


    an appropriate person or persons identified in the Code; and

5.  accountability for adherence to the Code


Guidelines
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The Company is committed to conducting its business ethically
and with integrity. The ethical conduct of the Company depends
on the collective conduct of its employees, officers and
Directors.  The Company has adopted principles in the following
areas to guide employees, officers, and, where applicable,
Directors, on behaving with respect, honesty and decency towards
everyone affected by our business:

A.  Compliance with Laws and Regulations

The Company requires its employees, officers and Directors to
comply with all applicable laws and regulations in countries
where the Company does business. Violation of domestic or
foreign laws and regulations may subject an individual, as well
as the Company, to civil and/or criminal penalties. Employees
have an obligation to comply with all laws and regulations and
policies and procedures and to promptly alert management of any
deviation from them. Questions concerning any legal
responsibility should be referred to your immediate superior
and/or the Company's president or CEO.

B.  Employee relations

Each employee and officer should promote diversity,
inclusiveness, and understanding in the workplace by valuing the
individuality and creativity that every employee brings to the
Company. The Company is committed to hiring, placing and
promoting employees on the basis of ability and merit
and evaluating employees on a fair and consistent basis.

C.  Conflicts of interest

The Company expects all employees, officers and Directors to
exercise good judgment and the highest ethical standards in
private activities outside the Company that in any way can
affect the Company.  A conflict of interest occurs when an



individual's private interest interferes in any way with the
interests of the Company as a whole. Conflicts of interest also
arise when an employee, officer or Director, or a member of his
or her family, receives improper personal benefits as a result
of his or her position with the Company. Also, employees,
officers and Directors must avoid any investments, associations
or other relationships that could conflict with their
responsibility to make objective decisions in the Company's best
interests. Any potential conflicts of interest must be reported
immediately.

D.  Appropriate use of Company assets

Each employee, officer and Director has a responsibility to
properly use Company property, facilities and equipment. This
responsibility includes protecting Company property from loss,
theft, abuse and unauthorized use. All Company assets should be
used for legitimate business purposes.

E.  Corporate opportunities

Employees, officers and Directors owe a duty to the Company to
advance the Company's business interests when the opportunity to
do so arises. In general, a corporate opportunity is a business
opportunity which the Company is financially able to undertake,
and which, by its nature, falls into the line of the Company's
business and is of practical advantage to it, or is an
opportunity in which the corporation has an actual or expectant
interest. In the first instance, corporate opportunities should
be made available to the Company and should not be pursued by
any employee, officer or Director until such time as the Company
makes clear that it will not pursue the opportunity.  More
generally, employees, officers and Directors are prohibited from
using corporate property, information or position for personal
gain and from competing with the Company.

F.  Fair Dealing

Each employee, officer and Director should endeavor to deal
fairly with the Company's customers, suppliers, competitors and
employees. None should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing
practice.



G.  Insider Information

Federal law and the Securities and Exchange Commission's
regulations prohibit the use of "inside" (i.e., material
nonpublic) information when trading in Omagine's securities. The
Insider Trading and Securities Fraud Enforcement Act of 1988
imposes significant criminal and civil penalties for insider
trading.

Examples of such information include possible acquisitions,
mergers, stock splits, dividends, earnings, new contracts, major
management changes, expansion plans, data which may be
proprietary, or data which has not yet been disclosed to the
investment public and other important corporate developments.

All employees, officers and Directors are required to refrain
from disclosing to third parties any non-public material
information relating to the business, operations, financial
condition and dealings of Omagine.  Each employee, officer and
Director has a legal duty not to buy or sell Omagine securities
based on inside information until the full and complete public
disclosure of the inside information. This restriction extends
to sharing or tipping others about such information, especially
since the individuals receiving such information might utilize
such information to trade in Omagine stock.  The prohibition
also applies to the securities of other companies if the
employee, officer or Director learns of material non-public
information about those other companies in the course of his or
her duties to Omagine.

H.  Accurate Company records

It is the policy of the Company to fully and fairly disclose the
financial condition of the Company in compliance with the
applicable accounting principles, laws, rules and regulations
and to make full, fair, accurate, timely and understandable
disclosure in our periodic reports filed with the SEC and in
other communications to investors and members of the securities
industry.  Accurate and reliable recording and reporting of
information is critical to our ability to make responsible
business decisions. All employees have a responsibility to
ensure that the Company's accounting records do not contain
any false or intentionally misleading entries. We do not permit
intentional misclassification of transactions as to accounts,



departments or accounting periods. Our system of disclosure
controls and procedures, and internal controls for financial
reporting are designed to provide this information, In
particular we require that:

1.  all Company accounting records, as well as reports produced
    from those records, are kept and presented in accordance
    with the laws of each applicable jurisdiction;

2.  all records fairly and accurately reflect the transactions
    or occurrences to which they relate;

3.  all records fairly and accurately reflect in reasonable
    detail the Company's assets, liabilities, revenues and
    expenses;

4.  the Company's accounting records do not contain any
    intentionally false or misleading entries;

5.  no transactions are misclassified as to accounts,
    departments or accounting periods;

6.  all transactions are supported by accurate documentation in
    reasonable detail and recorded in the proper account and in
    the proper accounting period;

7.  all Company accounting financial reports be prepared in
    accordance with generally accepted accounting principles;
    and

8.  the Company's system of internal accounting controls,
    including compensation controls, to be followed at all
    times.

I.  Confidential Company Information

Confidential information is any non-public information that, if
disclosed, would be damaging to the best interests of the
Company or might be of use to competitors.  Confidential
information also includes information concerning possible
transactions with other companies or information about the
Company's customers, suppliers or joint venture partners, which
the Company is under an obligation to maintain as confidential.
Each employee, officer and Director has a responsibility to hold
all confidential information obtained from the Company or its




customers in confidence, except when disclosure is authorized or
legally mandated. Confidential information should not be shared
with the media, competitors or any other third parties.

J.  Reporting and Non-Retaliation

Employees who have evidence of any violations of this code are
encouraged and expected to report them to their supervisor or to
a member of the Audit Committee, and in the case of officers and
Directors, they should report evidence of any such violations to
a member of the Audit Committee or to the Company's general
counsel.  Such reports will be investigated in reference to
applicable laws and Company policy.

It is a violation of this policy for any Company employee,
officer or Director to retaliate or discriminate, directly or
indirectly, or encourage others to do so, against an individual
who reports a suspected violation or provides information
relevant to an investigation of any conduct which the individual
reasonably believes to be a violation of applicable laws,
regulations, or Company policies.

K.  Enforcement of this Code

The Audit Committee (or a person or persons designated by the
Audit Committee) shall investigate any violation or suspected
violation of this Code and determine appropriate actions to be
taken in the event of violations of this Code.  Such actions
shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to the Code.  In determining what
action is appropriate in a particular case, the Audit Committee
shall take into account all relevant information, including the
nature and severity of the violation, whether the violation
appears to have been intentional or inadvertent, and whether the
individual in question had been advised as to the proper course
of action prior to the violation.  Disciplinary action may
include termination, referral for criminal prosecution, and/or
reimbursement to the Company for any losses or damages resulting
from violations of the Code.







L.   Amendments to and Waivers of the Code

Only the Board of Directors, or a duly authorized committee of
the Board, may make any amendments to the provisions of this
Code.

Where a waiver of this Code may be necessary or appropriate with
respect to an employee or officer, such person shall first
contact his or her immediate supervisor.  If the supervisor
agrees that an exception is appropriate, the approval of the
Audit Committee must be obtained.  Any waiver granted to an
employee or officer of any provision of this Code may only be
made by the Audit Committee after due deliberation and a
determination by such committee that appropriate controls to
protect the Company are in place.  Any waiver of this Code for
Directors may be made only by the Board of Directors of the
Company.  To the extent required by applicable law or the
requirements of any national stock exchange , waivers for
employees, officers or Directors, including implicit waivers,
and amendments will be publicly disclosed and such waiver,
implicit waiver or amendment of this Code may not become
effective until such public disclosure is made.  For this
purpose, a "waiver" means the approval by the Audit Committee or
the Board as the case may be, of a material departure from a
provision of this Code and an "implicit waiver" means the
failure of the Audit Committee or the Board as the case may be,
to take action within a reasonable period of time regarding a
material departure from a provision of this Code after any
employee, officer or Director has become aware of such
material departure.

If the Audit Committee or the Board as the case may be, decides
to grant a waiver from this Code, it will ensure that, if the
circumstances warrant, the waiver is accompanied by appropriate
controls designed to protect the Company from the risks of the
transaction with respect to which the waiver is granted. The
disclosure controls or procedures in light of the waiver.

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