EXHIBIT 14.1

Oglethorpe Power Corporation

POLICY NO. 112 DATE: November 11, 2003

Code of Ethics

Objective:  To provide a code of ethics for the President and Chief Executive Officer; Chief Operating Officer; Senior Vice President, Administration and Risk Management; Senior Vice President, Finance and Planning; and Controller (the “Senior Executives”) of Oglethorpe Power Corporation (OPC) in order to deter wrongdoing and promote the following objectives:

• Honest and ethical conduct;

• Full, fair, accurate, timely and understandable disclosure in public communications, including reports filed with the Securities and Exchange Commission (SEC);

• Compliance with applicable governmental laws, rules and regulations;

• Prompt internal reporting of violations of this Code; and

• Accountability for adherence to this Code.

Content:

OPC is committed to the highest ethical standards and to conducting our business with the highest level of integrity. Our adherence to these standards has been, and will continue to be, integral to our success.

The Senior Executives set an example for other employees and the company as a whole. Therefore, OPC is adopting this Code of Ethics to apply to its Senior Executives.

This Code outlines general principles of ethical conduct important to OPC. It does not address all ethical situations that a Senior Executive may face in the course of business. Senior Executives are expected to comply with the general objectives of this Code.

1. Fair Dealing.  All Senior Executives should endeavor to deal fairly with OPC’s employees, customers, vendors and competitors. No Senior Executive should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, abuse of rank, misrepresentation of material facts or any other unfair practice.

2. Conflicts of Interest.  All of the Senior Executives are subject to Policy No. 108, “Standards of Conduct/Conflict of Interest.” That policy addresses conflicts of interest and the appearance of conflicts of interest, including receipt of gifts, misuse of confidential information, transactions with OPC in which the subject person has a financial interest, and political contributions. Policy No. 108 is incorporated into and made a part of this Code.

3. Public Disclosure.  OPC is committed to a policy of full, fair, accurate, timely and understandable disclosure in its public communications, including OPC’s filings with the SEC. The Senior Executives are responsible for acting in accordance with this policy and for overseeing compliance by other employees with this policy. In particular, the Senior Executives must:

– maintain familiarity with the disclosure requirements applicable to OPC;

– review all SEC filings;

– bring to the attention of legal counsel handling SEC matters any material information of which he or she is aware that could affect the disclosures made by OPC in its SEC filings;

The President and Chief Executive Officer and the Senior Vice President, Finance and Planning, are also responsible for establishing and maintaining disclosure controls and procedures designed to ensure that material information relating to OPC is made known to them by others within OPC. As part of this responsibility, the President and Chief Executive Officer and the Senior Vice President, Finance and Planning, must evaluate the effectiveness of OPC’s disclosure controls and procedures in connection with each periodic report filed with the SEC. Those reports must present the conclusions of the President and Chief Executive Officer and the Senior Vice President, Finance and Planning, about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report.

The President and Chief Executive Officer and the Senior Vice President, Finance and Planning, also must disclose, based on their most recent evaluation of internal control over financial reporting, to the Audit Committee of the Board of Directors and OPC’s outside auditors:

• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect OPC’s ability to record, process, summarize and report financial information; and

• Any fraud, whether or not material, that involves management or other employees who have a significant role in OPC’s internal control over financial reporting.

The President and Chief Executive Officer and the Senior Vice President, Finance and Planning, must certify in each periodic report filed with the SEC that they have made such disclosures. Each such periodic report filed with the SEC must also describe any change in OPC’s internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, OPC’s internal control over financial reporting.

4. Compliance with Laws, Rules and Regulations.  Each Senior Executive has a duty to comply, and to take reasonable steps to ensure that all employees comply, with all laws, rules and regulations that apply to OPC’s business. In particular, the Senior Executives must comply, and take reasonable steps to ensure that all employees comply, with all laws, rules and regulations pertaining to:

– Environment, Health and Safety.  OPC has always conducted and will continue to conduct its business in compliance with all applicable laws, rules and regulations governing health and safety and the discharge of materials into the environment.

– Bribes and Kickbacks.  Senior Executives are prohibited from offering or giving any gift or item of value to any government official or other person that is prohibited by law. Dealing with government employees is often different from dealing with private persons. Many governmental agencies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment.

– Insider Trading.  It is illegal to buy or sell securities using material information that is not available to the public. Individuals who give inside information to others may be liable to the same extent as the individuals who trade while in possession of such information. These laws apply to debt securities issued by OPC. In addition, SEC rules prohibit selective disclosure of inside information to certain people before it is disclosed to the public. Before making any selective disclosure of material nonpublic information, Senior Executives should consult with legal counsel handling SEC matters.

Senior Executives are responsible for becoming familiar with all laws, rules and regulations applicable to OPC’s business, including those mentioned above.

5. Reporting of Code Violations and other Illegal or Unethical Behavior.  The conduct of all Senior Executives is essential to uphold this Code and to maintain a culture at OPC that values honest and ethical behavior. Senior Executives should report any suspected violations of this Code to any member of the Audit Committee. If for any reason a Senior Executive feels uncomfortable reporting the suspected violation to a member of the Audit Committee, or is still concerned after making a report to a member of the Audit Committee, the Senior Executive may contact any other member of the Board of Directors. Retaliation or retribution for reporting suspected violations is strictly prohibited by this Code, and the Board of Directors will ensure protection from such retaliation or retribution.

6. Waivers of the Code of Conduct.  Only the Board of Directors or the Audit Committee may waive any provision of this Code. Any waiver of this Code must be disclosed to the public in accordance with SEC rules. The failure of the Board or the Audit Committee to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to any Senior Executive is an implicit waiver and must reported.

7. Sanctions for Code Violations.  All violations of this Code will result in appropriate corrective action, up to and including termination. If the violation involves possibly a criminal activity, the individual or individuals in question will be reported, as warranted, to the appropriate authorities.