EXHIBIT 14.1

                                KCS ENERGY, INC.

                                 CODE OF ETHICS
                  FOR SENIOR FINANCIAL OFFICERS OF THE COMPANY

         This Code of Ethics (the "Code") applies to the Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer or Controller
(collectively, the "Officers") of KCS Energy, Inc. (the "Company").

         THE CODE IS SUBJECT TO ALL APPLICABLE LAW. Nothing in this Code is
intended to require any action contrary to law. In the event that this Code
conflicts with any law, Officers must comply with the law. Nothing in the Code
is intended or will be considered (1) to amend the Certificate of Incorporation
or By-laws of the Company, (2) to change the legal duties imposed upon the
Officers under state, federal and other applicable statutes, rules and
regulations, (3) to expand the liabilities of the Officers beyond applicable
law, or (4) to affect any rights available to the Officers under state and
other applicable law or the Company's Certificate of Incorporation or By-laws.
Officers shall also be entitled to the benefits of indemnification to the
fullest extent permitted by law and the Company's Certificate of Incorporation
and By-laws, and to exculpation as provided by state law and the Company's
Certificate of Incorporation.

         THE CODE MAY BE AMENDED, MODIFIED OR WAIVED FROM TIME TO TIME. This
Code may be amended, modified or waived by the Board of Directors of the
Company. Waivers may also be granted by a committee of the Board of Directors
that consists of directors who are independent under the rules of the New York
Stock Exchange. Any amendments, modifications or waivers of the Code will be
promptly disclosed to stockholders in accordance with applicable securities
laws and the applicable rules of the New York Stock Exchange. This disclosure
requirement also applies to any de facto waiver where an Officer violates the
Code but is not subjected to any internal sanctions.

         PLEASE CONSULT THE PRESIDENT OR VICE PRESIDENT OF HUMAN RESOURCES OF
THE COMPANY IF YOU HAVE ANY QUESTIONS ABOUT THIS CODE.

         The Company has existing policies and procedures that apply to all
employees, including the Officers. This Code has been adopted by the Board of
Directors in order to comply with the Sarbanes-Oxley Act of 2002 and the rules
and regulations of the Securities and Exchange Commission ("SEC"), and is
intended to supplement, but not replace, the existing policies and procedures
of the Company. In the event that any provision of the existing policies and
procedures of the Company conflict with this Code, Officers must comply with
this Code.

HONEST AND ETHICAL CONDUCT

         Each Officer must demonstrate honest and ethical conduct in fulfilling
his or her duties, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships.

FULL AND FAIR DISCLOSURE

         It is of critical importance that the Company's public filings and
disclosures be full, fair, accurate, timely and understandable. Each Officer is
responsible for ensuring full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Company files with, or submits to,
the SEC and in other public communications made by the Company. Each Officer
must review each annual report on Form 10-K and quarterly report on Form 10-Q
before it is filed with the SEC. In addition, the Chief Executive Officer and
Chief Financial Officer of the Company must review the matters to be certified
in each periodic report on Form 10-K and Form 10-Q before making the
certifications required by applicable law.

         Each Officer is prohibited from taking any action to improperly
influence, coerce, manipulate or mislead the Company's internal or outside
auditors or to prevent such persons from performing a diligent audit of the
Company's financial statements.

         Each Officer who communicates with analysts and investors must comply
with Regulation FD in discussions with analysts and investors, and must cause a
corrective filing to be made in case the Officer becomes aware of an
inadvertent violation of Regulation FD.

COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAWS, RULES AND REGULATIONS

         Each Officer is required to comply with all applicable governmental
laws, rules and regulations, including, without limitation, all "insider
trading" prohibitions and disclosure obligations applicable to the Company and
the Officers.

REPORTING VIOLATIONS OF THE CODE

         If any Officer, director or employee of the Company believes in good
faith that a violation of this Code has occurred or may occur, the Officer,
director or employee must promptly contact the President, Vice President of
Human Resources or the Audit Committee of the Company using the procedures
specified in the Company's whistleblower policy.

         No Officer will engage in or participate in retaliation against
individuals who submit reports through proper procedures, in good faith, of
actual or suspected violations of this Code, other illegal or unethical
conduct, or accounting and auditing irregularities.

ACCOUNTABILITY FOR ADHERENCE TO THE CODE

         Each Officer is responsible for adhering to this Code. Any Officer who
violates this Code will be subject to appropriate disciplinary action as
determined by the Audit Committee. The Company will take disciplinary action
against any Officer who retaliates directly or indirectly against any employee,
Officer or director who reports actual or suspected violations of this Code.

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