STEALTHGAS INC. CODE OF BUSINESS CONDUCT AND ETHICS

     The reputation and integrity of StealthGas Inc., its subsidiaries and its
affiliates (the "Company") are valuable assets that are vital to the Company's
success. Each employee of the Company, including each of the Company's officers,
is responsible for conducting the Company's business in a manner that
demonstrates a commitment to the highest standards of integrity. No Code of
Conduct can replace the thoughtful behavior of an ethical employee. The purpose
of this Code is to focus employees on areas of ethical risk, provide guidance to
help employees to recognize and deal with ethical issues, provide mechanisms for
employees to report unethical conduct, and foster among employees a culture of
honesty and accountability. Dishonest or unethical conduct or conduct that is
illegal will constitute a violation of this Code, regardless of whether such
conduct is specifically referenced herein.

     The Company's Board of Directors (the "Board") is ultimately responsible
for the implementation of the Code of Conduct. The Board will designate a
compliance officer (the "Compliance Officer") for the implementation and
administration of the Code.

     Questions regarding the application or interpretation of the Code of
Conduct are inevitable. Employees should feel free to direct questions to the
Compliance Officer. In addition, employees who observe, learn of, or, in good
faith, suspect a violation of the Code, must immediately report the violation to
the Compliance Officer, another member of the Company's senior management, or to
the Audit Committee of the Board of Directors. Employees who report violations
or suspected violations in good faith will not be subject to retaliation of any
kind. Reported violations will be investigated and addressed promptly and will



be treated confidentially to the extent possible. A violation of the Code of
Conduct may result in disciplinary action, up to and including termination of
employment.

     Requests for a waiver of a provision of the Code of Conduct must be
submitted in writing to the Compliance Officer for appropriate review, and an
officer, director or appropriate Board committee will decide the outcome. For
conduct involving an executive officer or Board member, only the Board or the
Audit Committee of the Board, has the authority to waive a provision of the
Code. The Audit Committee must review and approve any "related party"
transaction as defined in Item 7.B of Form 20-F before it is consummated. In the
event of an approved waiver involving the conduct of an officer or Board member,
appropriate and prompt disclosure must be made to the Company's shareholders as
and to the extent required by listing standards or any other regulation.

     Statements in the Code of Conduct to the effect that certain actions may be
taken only with "Company approval" will be interpreted to mean that appropriate
officers or Board directors must give prior written approval before the proposed
action may be undertaken.

     Employees will receive periodic training on the contents and importance of
the Code of Conduct and related policies and the manner in which violations must
be reported and waivers must be requested. Each employee of the Company will be
asked to certify on an annual basis that he/she is in full compliance with the
Code of Conduct and related policy statements.

I.   VIOLATIONS OF LAW

     A variety of laws apply to the Company and its operations, and some carry
criminal penalties. These laws include banking regulations, securities laws, and
state laws relating to duties owed by corporate directors and officers. Examples
of criminal violations of the law include: stealing, embezzling, misapplying
corporate or bank funds, using threats, physical force



or other unauthorized means to collect money; making a payment for an expressed
purpose on the Company's behalf to an individual who intends to use it for a
different purpose; or making payments, whether corporate or personal, of cash or
other items of value that are intended to influence the judgment or actions of
political candidates, government officials or businesses in connection with any
of the Company's activities. The Company must and will report all suspected
criminal violations to the appropriate authorities for possible prosecution, and
will investigate, address and report, as appropriate, non-criminal violations.

II.  CONFLICTS OF INTEREST

     A conflict of interest can occur or appear to occur in a wide variety of
situations. Generally speaking, a conflict of interest occurs when an employee's
or an employee's immediate family's personal interest interferes with, has the
potential to interfere with, or appears to interfere with the interests or
business of the Company. For example, a conflict of interest could arise that
makes it difficult for an employee to perform corporate duties objectively and
effectively where he/she is involved in a competing interest. Another such
conflict may occur where an employee or a family member receives a gift,(1) a
unique advantage, or an improper personal benefit as a result of the employee's
position at the Company. Because a conflict of interest can occur in a variety
of situations, you must keep the foregoing general principle in mind in
evaluating both your conduct and that of others.

     Employees are prohibited from trading in securities while in possession of
material inside information. Among other things, trading while in possession of
material inside information can

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(1)  Acceptance of gifts in the nature of a memento, e.g. a conference gift or
     other inconsequential gift, valued at less than one hundred dollars ($100)
     is permitted.



subject the employee to criminal or civil penalties. The Company's policy on
insider trading is incorporated by reference into this Code.

          Outside Activities/Employment

     Any outside activity, including employment, should not significantly
encroach on the time and attention employees devote to their corporate duties,
should not adversely affect the quality or quantity of their work, and should
not make use of corporate equipment, facilities, or supplies, or imply (without
the Company's approval) the Company's sponsorship or support. In addition, under
no circumstances are employees permitted to compete with the Company, or take
for themselves or their family members business opportunities that belong to the
Company that are discovered or made available by virtue of their positions at
the Company. Employees are prohibited from taking part in any outside employment
without the Company's prior approval.

          Civic/Political Activities

     Employees are encouraged to participate in civic, charitable or political
activities so long as such participation does not encroach on the time and
attention they are expected to devote to their company-related duties. Such
activities are to be conducted in a manner that does not involve the Company or
its assets or facilities, and does not create an appearance of Company
involvement or endorsement.

          Loans to Employees

     The Company will not make loans or extend credit guarantees to or for the
personal benefit of officers, except as permitted by law. Loans or guarantees
may be extended to other employees only with Company approval.



III. FAIR DEALING

     Each employee should deal fairly and in good faith with the Company's
customers, suppliers, regulators, business partners and others. No employee may
take unfair advantage of anyone through manipulation, misrepresentation,
inappropriate threats, fraud, abuse of confidential information, or other
related conduct.

IV.  PROPER USE OF COMPANY ASSETS

     Company assets, such as information, materials, supplies, time,
intellectual property, facilities, software, and other assets owned or leased by
the Company, or that are otherwise in the Company's possession, may be used only
for legitimate business purposes. The personal use of Company assets, without
Company approval, is prohibited.

V.   DELEGATION OF AUTHORITY

     Each employee, and particularly each of the Company's officers, must
exercise due care to ensure that any delegation of authority is reasonable and
appropriate in scope, and includes appropriate and continuous monitoring. No
authority may be delegated to employees who the Company has reason to believe,
through the exercise of reasonable due diligence, may have a propensity to
engage in illegal activities.

VI.  HANDLING CONFIDENTIAL INFORMATION

     Employees should observe the confidentiality of information that they
acquire by virtue of their positions at the Company, including information
concerning customers, suppliers, competitors, and other employees, except where
disclosure is approved by the Company or otherwise legally mandated. Of special
sensitivity is financial information, which should under all circumstances be
considered confidential except where its disclosure is approved by the



Company, or when it has been publicly available in a periodic or special report
for at least two business days.

VII. HANDLING OF FINANCIAL INFORMATION

     U.S. federal law requires the Company to set forth guidelines pursuant to
which the principal executive officer and senior financial employees perform
their duties. Employees subject to this requirement include the principal
executive officer, the principal financial officer, comptroller or principal
accounting officer, and any person who performs a similar function. However, the
Company expects that all employees who participate in the preparation of any
part of the Company's financial statements follow these guidelines:

o    Act with honesty and integrity, avoiding violations of the code, including
     actual or apparent conflicts of interest with the Company in personal and
     professional relationships.

o    Disclose to the Compliance Officer any material transaction or relationship
     that reasonably could be expected to give rise to any violations of the
     code, including actual or apparent conflicts of interest with the Company.

o    Provide the Company's other employees, consultants, and advisors with
     information that is accurate, complete, objective, relevant, timely, and
     understandable.

o    Endeavor to ensure full, fair, timely, accurate, and understandable
     disclosure in the Company's periodic reports.

o    Comply with rules and regulations of federal, state, provincial and local
     governments, and other appropriate private and public regulatory agencies.

o    Act in good faith, responsibly, and with due care, competence and
     diligence, without misrepresenting material facts or allowing your
     independent judgment to be subordinated.

o    Respect the confidentiality of information acquired in the course of your
     work except where you have Company approval or where disclosure is
     otherwise legally mandated. Confidential information acquired in the course
     of your work will not be used for personal advantage.

o    Share and maintain skills important and relevant to the Company's needs.

o    Proactively promote ethical behavior among peers in your work environment.



o    Achieve responsible use of and control over all assets and resources
     employed or entrusted to you.

o    Record or participate in the recording of entries in the Company's books
     and records that are accurate to the best of your knowledge.

The foregoing are set forth as guidelines for the principal executive officer
and financial employees but, are, in fact, statements of mandatory conduct. It
is also important to note that U.S. federal law requires that any waiver of, or
amendment to the requirements in this Section VII will be subject to public
disclosure.