EXHIBIT 99.1

PERCEPTRON, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

FEBRUARY 3, 2004

TABLE OF CONTENTS

PAGE

I. INTRODUCTION 1

II. CONFLICTS OF INTEREST 2

III. SEC REPORTING 3

IV. GOVERNMENTAL LAWS AND REGULATIONS 4
A. Compliance with Laws, Rules and Regulations 4
B. Securities Laws 4
C. Fair Competition and Antitrust Laws 4
D. Foreign Corrupt Practices Act 5
E. Export Controls Laws 5
F. Employment-Related Laws (Equal Employment, Harassment, Etc.) 6
G. Environment and Health and Safety Laws 6

V. SPECIFIC COMPANY POLICIES 6

A. Confidential Information 6
B. Gifts, Bribes and Kickbacks 7
C. Authority to Enter into Company Transactions 7
D. Use of Company Assets 7
E. Software Policy and Illegal Duplication 8
F. Document Retention 8
G. Substance Abuse Policy 9
H. Public Affairs 9
I. Political Contributions and Activities 9
J. Responding to Government Inquiries or Investigations 9

VI. REPORTING OBLIGATIONS 10

VII. ADMINISTRATION 10

VIII. WAIVERS 10

IX. DISCIPLINARY ACTION 10

X. DISCLAIMER 11

I. INTRODUCTION

The honesty, integrity and sound judgment of employees, officers and
directors is essential for the reputation and success of Perceptron (the
"Company"). This Code of Business Conduct and Ethics (or "Code") addresses not
only those areas in which we must act in accordance with law or regulation, but
it establishes the responsibilities, policies and guiding principles that will
assist us in our commitment to adhere to the highest ethical standards and to
conduct our business with the highest level of integrity.

This Code governs all actions and working relationships of the
Company's employees, officers and directors with all current and future
customers, employees, competitors, government agencies, self-regulatory bodies,
the media, or any other party with whom we currently have made or will make
contact. If you are unsure about the appropriateness of an event or action,
please seek assistance in interpreting the requirements of this Code, or any
other policy or procedure, by contacting your supervisor or the Company's
General Counsel.

This Code is designed to deter wrongdoing and promote:

(1) Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission (the "Commission" or "SEC") and in other public
communications made by the Company;

(3) Compliance with applicable governmental laws, rules and
regulations;

(4) The prompt internal reporting to the appropriate person or
department of any violations of this Code; and

(5) Accountability for adherence to this Code.

We are committed to continuously reviewing and updating the Company's
policies and procedures, which are maintained on the Company's intranet. As a
result, this Code is subject to modification without notice. Furthermore, this
Code supersedes all other such codes, policies, procedures, instructions,
practices, rules or written or verbal representations to the extent they are
inconsistent.

This document is not intended to, and does not constitute all conduct
rules for Perceptron team members. Nor does this Code of Business Conduct and
Ethics state or imply that Employment at Perceptron, Inc. is anything other than
on an at-will basis, or that any specific cause is required to terminate
employment of any team member.

It is your responsibility to cooperate in any internal or external
investigations of possible violations. Reprisal, threats, retribution or
retaliation against any person who has in good faith reported a violation or a
suspected violation of law, this Code or other Company policies, or against any
person who is assisting in any investigation or process with respect to such a
violation, is prohibited.

Part of your job and ethical responsibility is to help enforce this
Code. You should be alert to possible violations and report possible violations
as described below. A violation of any rule, policy or standard embodied in this
Code may result in disciplinary action, including possible termination. In
addition, because many of the practices set forth in the Code reflect legal or
regulatory requirements, violations of these laws and regulations may create
significant liability for you, Perceptron, other employees, the Company's
officers and the Company's directors.

II. CONFLICTS OF INTEREST

You are expected to avoid situations that may lead to an actual or
apparent conflict of interest between your interests or the interest of an
individual or entity of which you are in any way connected with, and the
Company's interest. A conflict of interest occurs when your private interests or
benefits, or the interests or benefits of any individual or entity of which you
are in any way connected with, interferes or conflicts with (or appears to
interfere or conflict with) the interests or benefits of the Company. Although
this duty does not prevent all personal transactions, it does require that you
disclose the details of any matter that is an actual or apparent conflict of
interest and have the actual or apparent conflict of interest approved in
advance by the Board of Directors for directors and executive officers of the
Company or the Company's General Counsel for other officers and employees. If
the actual or apparent conflict of interest is not approved, then you must not
engage in the activity resulting in the conflict of interest or must resign from
your positions with the Company.

Specific examples of conflict of interest situations that are
prohibited without prior disclosure and approval in advance as described above
to include the following:

(1) Outside Employment: Employees are expected to devote their full
attention to the business interests of the Company. Company employees, officers
and directors are prohibited from engaging in any activity that interferes with
their performance or responsibilities to the Company or is otherwise in conflict
with or prejudicial to the Company. You may not participate in other employment
(including self-employment) or serve as an officer, director, partner or
consultant for other organizations if such activity: (a) interferes with your
ability to act in the best interests of the Company; (b) requires you to use
proprietary, confidential or non-public information, procedures, plans or
techniques of the Company; (c) creates an appearance of impropriety; or (d)
involves a competitor of the Company; unless such employment has been fully
disclosed and approved in advance as described above.

(2) Outside Business Interests. The Company respects your right to
manage your personal affairs and investments, and does not wish to impinge upon
your personal lives. At the same time, a conflict of interest may occur if you
or one of your "immediate family members" invests in, serves as a director of or
consultant to, or engages in other relationships with, a competitor, supplier,
customer, or other business partner of the Company, unless such relationship has
been fully disclosed and approved in advance as described above. In most cases,
a less than 2% ownership interest in a publicly-traded company would not be
deemed a conflict of interest. The term "immediate family member" shall include
one's spouse, parents, children, mothers and fathers-in-law, and sons and
daughters-in-law, or any person who would reasonably be considered to be in such
relationship with you.

(3) Acquiring or Owning Property Affected by Company Action: You may
not acquire property or any other interest the value of which is likely to be
affected by an action of the Company, especially if it involves a decision or
recommendation in which you are involved. This includes, for example, acquiring
property or assets being recommended for acquisition or lease by the Company,
unless your involvement has been fully disclosed and approved in advance as
described above.

(4) Transactions with Family Members or Friends: You should avoid
conducting Company business with an immediate family member, or with a business
in which an immediate family member is associated in any significant role,
unless such relationship has been fully disclosed and approved in advance as
described above.

(5) Transactions with Competitors, Suppliers or Customers: You and
your immediate family members may not receive any type of gift, token or favor
that has or could reasonably be viewed as having any potential to influence how
you conduct business relations for the Company or with any of the Company's
suppliers, customers, competitors or any other party with which the Company may
engage in or conduct business relations.

(6) Confidential Company Information: You are expected to not misuse
any confidential information available to you or gained by you by reason of your
employment with Perceptron.

(7) Corporate Opportunities: You may not exploit for your personal
gain, opportunities that are discovered through the use of Company property,
information or position, unless the opportunity has been fully disclosed and
your involvement has been approved in advance as described above.

Because other conflicts of interest may arise, it would be impractical
to attempt to list all possible situations. The above are simply examples and do
not exhaust all possible prohibitions. Please consult your supervisor or the
Company's General Counsel if you have any questions regarding a particular
situation or transaction.

III. SEC REPORTING

It is the Company's policy that all reports and documents that the
Company files with or submits to the Securities and Exchange Commission and each
of the other public communications the Company makes ("Public Disclosures")
contain full, fair, accurate, timely and understandable disclosure. To the
extent not already reported, you must report any of the following deficiencies
("Disclosure Deficiencies") to the General Counsel or a member of the Disclosure
Committee:

(1) Financial statements that are to be included in a Public
Disclosure that (x) are not prepared in accordance with generally accepted
accounting principles; (y) are not prepared in accordance with Company's most
recent accounting practices; or (z) do not fairly or accurately present the
financial condition, results of operations and cash flows of the applicable
division or of the Company as a whole.

(2) Any untrue statement of a material fact or an omission of a
material fact necessary to make the statement not misleading that is to be
included in a Public Disclosure.

(3) Any lawsuits, governmental investigations, material demand
letters, claims, complaints, investigations or other potential material legal,
regulatory or loss contingencies.

(4) Any material inadequacies in the Company's internal controls or
disclosure controls.

(5) Any fraud, whether or not material, involving management or
other employees who have a significant role in the Company's internal controls.

The Company's employees, officers and directors are each responsible
for implementing this policy by maintaining accurate records and reporting
Disclosure Deficiencies, as required above. No false, misleading or artificial
entries may be made on, or be provided for entry on the Company's books and
records. No funds or assets may be maintained by the Company for any illegal or
improper purposes.

IV. GOVERNMENTAL LAWS AND REGULATIONS

A. Compliance with Laws, Rules and Regulations

No Company employee, officer or director shall undertake, approve,
require, or allow to continue any action that would violate any governmental
law, rule or regulation. Such laws, rules and regulations applicable to the
Company are numerous and often complex, each employee, officer and director is
responsible to proactively seek compliance with all applicable governmental
laws, rules and regulations.

This section of the Code provides a brief description of certain
governmental laws, rules and regulations that affect the Company's business.
This list is not intended to include all such laws, rules and regulations, and
you are encouraged to contact the General Counsel with any questions or if you
seek additional information.

B. Securities Laws

You are required to comply with all federal and state securities laws,
including laws prohibiting insider trading. As set forth in the Company's
"Statement of Corporate Policy Regarding Transactions in Perceptron, Inc.
Securities" ("Insider Trading Policy"), it is the policy of the Company that no
director, officer or other employee of the Company who is aware of material
nonpublic information relating to the Company may, directly or through family
members or other persons or entities, (a) buy or sell securities of the Company
(other than pursuant to a pre-approved trading plan that complies with SEC Rule
10b5-1), or engage in any other action to take personal advantage of that
information, or (b) pass that information on to others outside the Company,
including family and friends. In addition, it is the policy of the Company that
no director, officer or other employee of the Company who, in the course of
working for the Company, learns of material nonpublic information about a
company with which the Company does business, including a customer or supplier
of the Company, may trade in that company's securities until the information
becomes public or is no longer material. You are also required to comply with
the Company's "Statement of Corporate Policy Regarding Selling Short Perceptron,
Inc. Common Stock or Other Securities".

C. Fair Competition and Antitrust Laws

The Company and all of its employees, officers and directors must
comply with all applicable fair competition and antitrust laws. These laws
ensure that businesses compete fairly and honestly, and seek to eliminate
conduct that may reduce or restrain competition. If you are unsure whether
certain actions may raise unfair competition or antitrust issues, immediately
contact the Company's General Counsel.

It is the Company's policy to lawfully compete in the marketplace. This
commitment includes respecting the rights of the Company's competitors and
abiding by all applicable laws in the course of competing. The Company expects
its competitors to respect our rights to compete lawfully in the marketplace,
and Perceptron must respect their rights equally. Company employees, agents and
contractors may not steal or unlawfully use the information, material, products,
intellectual property, or proprietary or confidential information of anyone
including suppliers, customers, business partners or competitors.

Any contact with an employee, director, officer or contractor of a
direct competitor of Perceptron must be reported to the General Counsel. Such
contacts are not in and of themselves prohibited, but certain subjects, such as
pricing, terms of sales contracts or proposals, production capacities,
employment numbers, etc. must be avoided.

D. Foreign Corrupt Practices Act

The Company requires full compliance with the Foreign Corrupt Practices
Act ("FCPA") by all employees, agents and contractors. The anti-bribery and
corrupt payment provisions of the FCPA make illegal any corrupt offer, payment,
promise to pay, or authorization to pay money, gift, or anything of value to any
foreign official, or any foreign political party, candidate or official, for the
purpose of influencing any act or failure to act, in the official capacity of
that foreign official or party, or inducing the foreign official or party to use
influence to affect a decision of a foreign government or agency, in order to
obtain or retain business for anyone, or direct business to anyone.

Laws in most countries outside of the United States also prohibit or
restrict government officials or employees of government agencies from receiving
payments, entertainment, or gifts for the purpose of influencing a decision of
such official or employee. If you are unsure of any contemplated activity,
contact your supervisor or the Company's General Counsel.

See also the prohibition on gifts, bribes and kickbacks in Section V.
below.

E. Export Controls Laws

A number of countries maintain controls on the destinations to which
products or software may be exported. Some of the strictest export controls are
maintained by the United States against countries that the U.S. government
considers unfriendly or as supporting international terrorism. The U.S.
regulations are complex and apply both to exports from the United States and to
exports of products from other countries, when those products contain
U.S.-origin components or technology. Software created in the United States is
subject to these regulations even if duplicated and packaged abroad. In some
circumstances, an oral presentation containing technical data made to foreign
nationals in the United States may constitute a controlled export. The Company's
General Counsel can provide you with guidance on which

countries are prohibited destinations for Company products or whether a proposed
technical presentation to foreign nationals may require a U.S. Government
license

F. Employment-Related Laws (Equal Employment, Harassment, Etc.)

All employees are required to comply with all governmental laws related
to employment matters, including the federal Civil Rights laws, the Americans
with Disabilities Act, the Act Discrimination in Employment Act, the Family and
Medical Leave Act, the Immigration Reform and Control Act, laws prohibiting
sexual harassment and wage and hour laws.

Perceptron seeks diversity in its employees, respects their differences
and encourages and recognizes contributions from all individuals. It is
Perceptron's policy to provide equal employment opportunities to and prohibit
discrimination against all employees and job applicants without regard to race,
color, age, religion, sex, national origin, marital status, height, weight, or
handicaps unrelated to the individual's ability to perform essential job
functions.

Perceptron is committed to maintaining a work environment where
employees can perform their assigned duties and responsibilities without being
harassed, and will take appropriate action if harassment occurs. Harassment
(generally meaning any offensive action which singles out an employee to the
detriment or objection of that employee because of race, sex, religion, national
origin, age, disability, etc.) covers a wide range of conduct, including
unwelcome behavior of a sexual or racial nature. You are prohibited from
harassing any fellow employee, or any individual with whom the Company may deal.

G. Environment and Health and Safety Laws

Perceptron is committed to being an environmentally responsible corporate
citizen and providing a work environment that strives to protect employee health
and safety in all aspects of the Company's operations. It is the Company's
intent to comply with environmental and health and safety laws in the conduct
and operation of the Company's business.

V. SPECIFIC COMPANY POLICIES

A. Confidential Information

All employees are required to sign the Company's Proprietary
Information And Inventions Agreement. The Company's confidential information is
a valuable asset. Such information includes information related to the Company's
customers, suppliers, competitors, prices, sales and service records, software
(both object code and source code), equipment, apparatus, processes, designs,
methods, improvements, inventions, data, protocols, sales figures, projections,
quotations, estimates, personnel, accounting and billing procedures, reports,
budgets, and other financial information. All of the Company's confidential
information must be used solely for business purposes.

You must safeguard the Company's confidential information. Its loss
through inadvertent or improper disclosure could be harmful to the Company. You
should be especially mindful in the use of telephone, facsimile, telex,
electronic mail and other electronic means of storing and transmitting
information.

From time to time it may be in the Company's interest to disclose
confidential information to potential business partners. Such disclosure should
never be done without carefully considering its potential benefits and risks.
Under no circumstances may you disclose the Company's confidential information
without the express written consent of the Company's General Counsel.

The Company has many kinds of business relationships with many
companies and individuals. From time to time, such companies and individuals
provide confidential information to the Company. We must take special care to
handle the confidential information of others responsibly and in accordance with
any agreements with such third parties.

B. Gifts, Bribes and Kickbacks

As an employee, officer or director of the Company, you may not give or
receive any type of gift, token, or favor, that has or could reasonably be
viewed as having any potential to influence how you or another person engages in
or conducts business relations with or for the Company, or how you engage or
conduct business relations with any of the Company's suppliers, customers,
competitors, or any other party with which the Company may engage in or conduct
business relations.

Company personnel may at times be required to deal with governmental
employees. Most governmental bodies strictly prohibit the receipt of any
gratuities by its employees. You must be aware of and strictly adhere to these
prohibitions.

Any employee, officer or director who receives or pays any improper
gift, bribe or kickback will be subject to disciplinary action which may include
discharge, and if appropriate, reported to the proper authorities. If you are
unclear about whether a particular transaction or item violates this policy,
please contact the Company's General Counsel for guidance.

C. Authority to Enter into Company Transactions

Before you enter into any transaction on behalf of the Company that is
out of the ordinary scope of your business or authority, you must consult with
your supervisor or other appropriate member of management required to approve
such a transaction. It is a violation of Company policy for any employee,
officer or director to enter into any transaction beyond his or her authority
without proper approval.

D. Use of Company Assets

(1) In General. Protecting the Company's assets is a key fiduciary
responsibility of every employee, agent and contractor. Care should be taken to
ensure that assets are not misappropriated, loaned to others, or sold or
donated, without appropriate authorization. All Company employees, officers and
directors are responsible for the proper use of Company assets, and must
safeguard such assets against loss, damage, misuse or theft. Company equipment
and assets are to be used for Company business purposes only.

(2) Physical Access Control. The Company has and will continue to
develop procedures covering physical access control to ensure privacy of
communications, maintenance of the security of the Company communication
equipment, and safeguard Company assets from

theft, misuse and destruction. You are personally responsible for complying with
the level of access control that has been implemented in the facility where you
work on a permanent or temporary basis. You must not defeat or cause to be
defeated the purpose for which the access control was implemented.

(3) Company Funds. Every Company employee is personally responsible
for all Company funds over which he or she exercises control. Company agents and
contractors should not be allowed to exercise control over Company funds.
Company funds must be used only for Company business purposes. Every Company
employee must take reasonable steps to ensure that the Company receives good
value for Company funds spent, and must maintain accurate and timely records of
each and every expenditure. Expense reports must be accurate and submitted in a
timely manner.

(4) Computers and Other Equipment. The Company strives to furnish
employees with the equipment necessary to efficiently and effectively do their
jobs. You must care for that equipment. If you use Company equipment at your
home or off site, take precautions to protect it from theft or damage, just as
if it were your own. If the Company no longer employs you, you must immediately
return all Company equipment. While computers and other electronic devices are
made accessible to employees to assist them to perform their jobs and to promote
Company's interests, all such computers and electronic devices, whether used
entirely or partially on the Company's premises or with the aid of the Company's
equipment or resources, must remain fully accessible to the Company and, to the
maximum extent permitted by law, will remain the sole and exclusive property of
the Company.

Employees should not maintain any expectation of privacy with respect
to information transmitted over, received by, or stored in any electronic
communications device owned, leased, or operated in whole or in part by or on
behalf of the Company. To the extent permitted by applicable law, the Company
retains the right to gain access to any information received by, transmitted by,
or stored in any such electronic communications device, by and through its
employees, agents, contractors, or representatives, at any time, either with or
without an employee's or third party's knowledge, consent or approval.

E. Software Policy and Illegal Duplication

All software used by employees to conduct Company business must be
appropriately licensed. You may not make or use illegal or unauthorized copies
of any software since doing so may constitute copyright infringement and may
expose you and the Company to potential civil and criminal liability. The
Company retains the right to inspect Company computers to verify that only
approved and licensed software has been installed and any such
non-approved/licensed software will be removed.

F. Document Retention

It is the Company's policy that documents and records be retained only
during the period of their immediate use, unless longer retention is required by
law or for internal or historical reference reasons that are important to the
Company. Any documents or records relating to any lawsuit, legal proceeding or
governmental investigation or action involving the Company shall not be
destroyed without the specific approval of the Company's General Counsel.
Records

include paper documents, CDs, computer hard disks, e-mail, floppy disks,
microfiche, microfilm and other media.

G. Substance Abuse Policy

Drug and alcohol abuse may result in injury to the user and higher
costs to the Company in terms of absenteeism, theft, loss of productivity,
health care, workers compensation costs and accidents. Being under the influence
of drugs or alcohol on the job or on company property or in a manner that
adversely affects safety or job performance, and the use, sale or possession of
illegal drugs, is prohibited. Employees must comply with the Company's conduct
policies. Employees who violate these prohibitions and policies shall be subject
to disciplinary action up to and including termination.

H. Public Affairs

You may not "leak" or otherwise disclose information to the media or
any other similar party. Unless your job duties specifically include responding
to outside inquiries, all inquiries must be referred to the appropriate
department as described below:

(1) Refer all inquiries from regulatory agencies to the Company's
General Counsel.

(2) Refer all inquiries from the news or trade media to the
Company's General Counsel, who will identify an appropriate spokesperson if it
is in the best interest of the Company to respond.

(3) Refer all inquiries about current or former Company employees
to the Human Resources Department.

I. Political Contributions and Activities

The Company reserves the right to communicate its position on important
issues to elected representatives and other government officials. It is the
Company's policy to comply with all governmental laws and regulations regarding
political contributions. The Company's funds or assets must not be used for, or
be contributed to, political campaigns or political practices under any
circumstances without the prior written approval of the Company's Board of
Directors.

J. Responding to Government Inquiries or Investigations

If you receive a written or oral inquiry or investigative request from
a federal, state or local government agency, you must follow the following
procedures:

You must immediately direct any written request to the Company's
General Counsel. In the event of a telephone request, you are to explain that it
is the Company's policy to request a written confirmation of any oral request,
and that the written confirmation will receive prompt attention (you must inform
the Company's General Counsel of any such conversation and immediately forward
any such written confirmation). In the event of a personal visit by a
governmental representative, you are to explain that it is the Company's policy
to ask for a written letter requesting an interview and explaining its purpose,
and to have counsel present at

any interview (you must inform the Company's General Counsel of any such visit
and immediately forward any such written letter).

If any difficulty with this procedure is encountered, the employee
should immediately seek guidance from the Company's General Counsel or member of
the Disclosure Committee.

VI. REPORTING OBLIGATIONS

Unethical and illegal behavior is a part of business that can
significantly affect the reputation and success of Perceptron. If, during the
course of employment or otherwise, you become aware of or suspect any activity
or behavior that may violate any provision in this Code, that is otherwise in
violation of any other Company policy or governmental law or raises concerns
regarding the Company's accounting, internal accounting controls or auditing
matters, you must report such activity immediately to your immediate supervisor,
the Company's General Counsel, or to the following number if you wish to remain
anonymous: 1-888-883-1499 (or 203-557-8604 for international calls). Reporting
any activity will not subject you to any disciplinary action or proceeding,
unless any reported activity is knowingly false. All calls to the compliance
hotline are anonymous and confidential.

VII. ADMINISTRATION

All new employees, officers and directors must receive a copy of the
Code and sign the attached "Code of Business Conduct and Ethics Certification."
The signed Employee Certification must be submitted to the Executive Assistant.
All Company managers, direct supervisors, or those in similar positions are
responsible for reviewing this Code with their subordinates each time a new
edition of the Code is published. The Code is also available on the Company
website at www.perceptron.com. Each employee, officer and director must annually
reaffirm compliance with the Code by signing a Code of Business Conduct and
Ethics Certification (see attached) verifying that they have read and understand
the Code and will comply by its terms.

This Code shall be administered and monitored by the Company's General
Counsel. Any questions or further information regarding this Code should be
directed to this department.

VIII. WAIVERS

Any waiver of any provision of this Code for a member of the Company's
Board of Directors, an executive officer or the Controller must be approved in
writing by the Company's Board of Directors and promptly disclosed as required
by law and The NASDAQ Stock Market. Any waiver of any provision of this Code
with respect any other employee or officer must be approved in writing by the
Company's General Counsel. Requests for waivers must be made in writing to the
Board of Directors/General Counsel.

IX. DISCIPLINARY ACTION

All known and suspected violations of this Code will be investigated
and may result in disciplinary action up to and including the immediate
termination of employment. In addition, many of the practices set forth in this
Code reflect legal or regulatory requirements. Violations

of these laws and regulations can create significant liability for you, the
Company and its directors, officers and other employees.

X. DISCLAIMER

This Code is not intended and does not create any rights in any
employee, customer, supplier, competitor, shareholder or any other person or
entity.