CODE OF ETHICS



INTRODUCTION



This Code of Ethics ("Code") governs the actions and working relationships of

SIFCO employees, officers and directors with fellow employees, current and

potential customers, suppliers, competitors, government and regulatory agencies,

and all other business associates. It applies to all SIFCO salaried employees in

all divisions, without exception.



It is SIFCO's policy to conduct all business according to the highest ethical

standards of conduct. Each employee is responsible for maintaining these high

standards by, among other things, doing his or her job without an actual or

apparent conflict of interest, maintaining the confidentiality of Company

information, complying with all applicable laws and regulations, protecting

Company property, and treating others fairly and honestly. These

responsibilities are discussed in more detail in the Code itself.



As a condition of employment with SIFCO, every employee must strictly obey this

Code of Ethics and any underlying policies and procedures. Any employee who

knows or suspects a violation of the Code must promptly report it (see

"Reporting of Violations"). Further, no supervisory employee shall knowingly

fail to prevent an employee from taking action that is in violation of this

Code. When in doubt, employees have the responsibility to seek clarification

from their immediate supervisor, the Human Resources Department, or a Corporate

Officer. Violations of the Code of Ethics are subject to corrective action, up

to and including termination.



I.  CONFLICTS OF INTEREST



A conflict of interest occurs when your private interest interferes with the

interests of SIFCO. It is not possible to specify every action that may present

a conflict of interest; however this policy will outline some situations that

frequently present problems. For purposes of this policy, a "supplier" includes

those providing not only goods, but also services, such as consultants,

transportation companies, financial institutions, equipment lessors and

technology licensers. A "customer" includes not only those who purchase SIFCO's

regular products or services, or license its technology, but also those who can

exercise major influence on SIFCO's customers.



Outside Employment or Activity



Full-time employees are hired and continue in SIFCO Industries' employ with the

understanding that SIFCO is their primary employer. All employees are prohibited

from other employment or commercial involvement that is or may potentially be in

conflict with the business interests of SIFCO.



  o   No employee shall serve as a consultant or employee for a supplier,

      competitor or customer without first receiving written permission from

      SIFCO.



  o   An employee who is invited to serve as an officer, director, consultant or

      advisor for any outside business organization shall obtain permission from

      SIFCO before accepting such position.



  o   No employee shall permit other employment or outside business activity to

      interfere with or compete with the performance of his or her duties for

      SIFCO, including the ability to perform required overtime assignments.



  o   SIFCO encourages civic, charitable, educational and political activities

      as long as they do not interfere with the performance of your duties at

      SIFCO.



Improper Payments or Inducements For purposes of this policy, an "employee"

includes you and any member of your household and/or immediate family.



Gifts/Other Personal Benefits



No employee shall seek or accept any commission, fee, gratuity or other personal

cash benefit from any person or company in connection with the furnishing of

goods or services to SIFCO, nor shall the employee accept any non-cash benefit

that may affect, or appear to influence, his or her business judgment. An

employee may accept common courtesies, sales promotional items and

business-related meals, entertainment, gifts or favors when the value involved

is not significant and clearly will not place the employee under any obligation

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