EXHIBIT 14.1


             Forward Air Corporation and Subsidiaries Code of Ethics

         Forward Air Corporation and each of its operating subsidiaries
(collectively referred to herein as "Forward Air" or the "Company") meets and
exceeds the demands of its customers by operating on a consistent and reliable
basis and by doing what it promises to do. Forward Air strengthens its
reputation for high quality service by acting with honesty, integrity, fairness,
accountability and respect in dealing with its employees, customers, suppliers,
investors and the general public. Forward Air adheres to the highest standard of
business ethics and acts in compliance with governmental laws, rules and
regulations.

         Forward Air's Code of Ethics applies to all directors, officers and
employees and guides them in assessing and addressing legal and ethical
obligations. Violations of this Code may subject the violator to disciplinary
action, including where appropriate, termination of employment.

         Senior management and the Board of Directors will oversee compliance
with this Code ensuring that it is enforced, that possible violations are dealt
with promptly and fairly, and that persons who report questionable behavior are
protected.

Employees, Directors, Officers and External Relationships

         Forward Air recognizes that its workforce is one of its most valuable
assets. The recruitment, training and retention of qualified employees are
essential to support the Company's continued growth and to meet the service
requirements of its customers. The Company is an equal opportunity employer and
does not tolerate discrimination or harassment based on race, sex, age, color,
religion, national origin, veteran's status or disability.

         Directors, officers and employees are expected to act with honesty,
integrity, fairness, accountability and respect when interacting with each other
as well as with those outside of the Company.

Compliance with Laws, Rules and Regulations

         Forward Air requires and promotes compliance with all applicable laws,
rules and regulations.

         Of particular importance are the regulations issued by the U.S.
Department of Transportation and the Federal Motor Carrier Safety
Administration, a division of the DOT. If the Company does not comply with
applicable laws and regulations governing the transportation industry, it could
be required to pay substantial fines and have its licenses revoked.

         Also of particular importance to the company, as a publicly-traded
concern, are the rules and regulations issued by the Securities and Exchange
Commission and The Nasdaq Stock Market.


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Conflicts of Interest

         The private interests of all directors, officers and employees should
in no way interfere with, or appear to interfere with, the interests of the
Company. No one should receive improper personal benefits as a result of his or
her position with the Company, and no one should engage in other duties,
responsibilities or obligations that run counter to his or her duty to the
Company.

         Any employee involved in a conflict of interest or a transaction or
relationship that reasonably could be expected to give rise to a conflict, must
report the matter promptly to the employee's management. Any officer or director
in such situations must make reports to the Board of Directors or a designated
Board committee.

Confidential Information

         All directors, officers and employees should maintain the
confidentiality of information entrusted to them by the Company or its
customers, except when disclosure is authorized or legally mandated. Forward Air
complies fully with "insider trading laws" which restrict individuals with
access to material nonpublic information.

Disclosures

         Forward Air makes full, fair, accurate, understandable and timely
disclosures in reports and documents filed with the SEC and other regulatory
agencies as well as in other public communications.

Financial Integrity

         All of Forward Air's business transactions are recorded accurately and
truthfully in accordance with generally accepted accounting principles. Forward
Air maintains appropriate internal controls to prevent or detect fraud and
ensure that accounting/financial records and supporting data describes
transactions without omissions, concealment and falsification.

Competitive Practices

         The air freight transportation industry is highly competitive. Forward
Air complies with antitrust laws as it actively and fairly competes with others
in the industry based on service, primarily on-time delivery and reliability, as
well as rates. The Company's reputation for faster, more reliable service makes
it a vigorous and fair competitor.

Health and Safety

         The Company requires and promotes a safe, healthy, drug and alcohol
free work environment. The Company has established guidelines relating to safety
records, driving experience and personal evaluations that it uses to select its
employees, independent contractor drivers and carriers.



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Environment

         Forward Air is committed to conducting its business in ways that
minimize adverse impacts on the environment. The Company complies with federal
and state environmental laws, including those dealing with the transportation of
hazardous materials and storage of fuel.

Protection of Assets

         All directors, officers and employees should protect Forward Air's
assets and ensure their efficient use. The Company's assets should only be used
for legitimate business purposes. Theft, carelessness and waste can directly
impact the Company's profitability.

Gifts and Gratuities

         The exchange of modest gifts is a common and appropriate practice in
business interactions. However, Forward Air does not accept or authorize
exchanges that are not a reasonable part of a business relationship. Hospitality
offered or accepted should not jeopardize the integrity of any party involved.

Reporting Procedures

         As part of Forward Air's commitment to an atmosphere of self-awareness
and prudent conduct, the Company encourages employees to ask questions about
compliance with this Code and legal requirements. The Company requires employees
to promptly report violations or suspected violations of laws, regulations or
this Code to management. Questions and reports may be submitted directly by
contacting the office of the General Counsel or the National Hotline Service.

         Individuals who report violations, in good faith, will not be subject
to retribution or retaliation.

         Reports will be held in confidence to the extent practical based on the
specific facts and circumstances of the report. Employees who wish to remain
anonymous may report anonymously through the National Hotline Service.

         The National Hotline Service may also be used to report concerns
regarding accounting practices, internal accounting controls or auditing matters
directly to Forward Air's Audit Committee.

Waivers

         No waivers of the provisions of this Code may be granted to employees
without the review and approval of the Chief Executive Officer. In addition,
under NASDAQ rules, no waivers may be granted for executive officers or
directors without the review and approval of the



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Board of Directors. Waivers shall be disclosed as required by law, the NASDAQ
rules or other applicable regulations.

Conclusion

         Forward Air's ongoing success in the shipping industry depends on the
integrity and reliability of directors, officers and employees who adhere to the
highest standards of business ethics.






















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