Exhibit
14    Code of Ethics and 
Business Conduct


A MESSAGE FROM JOHN THAIN AND
RICHARD KETCHUM  For more than 200 years, integrity has been
the cornerstone of our business. Integrity in the conduct of our business
allowed us to capture the trust of the investing public and grow into the
largest marketplace in the world. This value is so fundamental to our business
that long ago it was permanently expressed in a carving on the facade of our
building. As we face exciting new changes and challenges to our business,
integrity in how we act and do business must remain our priority. Not only is
it the right thing to do, it is essential to the success of our future as a
global market and an employer of choice.  We are committed to leading by example, and serving
as a model for our industry by supporting the highest ethical standards in
everything that we do, at work and in our community. This Code will be our
guidepost, but our expectation is that not only will we comply with the letter
of its provisions, we will also act in accordance with its spirit.  To underscore our commitment to upholding
these standards, we require all of our directors and employees to certify
annually their commitment to and compliance with the Code. We encourage you to
read our Code of Ethics and Business Conduct carefully and to raise any
questions you may have with our Chief Ethics Officer.    John
  A. Thain
  
  Richard
  G. Ketchum
   1


HOW DO
I USE THIS CODE?  Introduction  The NYSE Group, Inc. Code of Ethics and
Business Conduct (the Code) has been adopted by our leadership and our Board
of Directors and explains our basic ethical obligations. It outlines the
principles, policies and values that govern the activities of our company. It
is not meant to answer every question, but will provide you with a good
starting point and the tools to make the right choices.  Who does this Code apply to?  This Code applies to the directors and
employees of NYSE Group, Inc. and each of its subsidiaries (NYSE Group). In
addition, other persons performing services for our company may be subject to
the Code by contract or agreement.  You are expected to read the Code and make
sure you understand it and are in compliance with it and any supporting
policies that are available on our internal company website.  What are your responsibilities
and obligations regarding this Code?  You are responsible for proactively promoting
ethical behavior as a responsible partner in our work environment. You must promptly
report any possible violations of this Code. You are responsible for completing
all required training courses and compliance reports in a timely manner.  In addition to following the ethical
standards set forth in this Code, you are also required to comply with both the
spirit and the letter of all laws and regulations applicable to our business.
We will not tolerate or condone unlawful or unethical acts.  DISCRIMINATION
AND HARASSMENT  At NYSE Group, our people are our most valued
resource. The diversity of our company is a tremendous asset that we value and
respect. Our policies are designed to treat all of our employees fairly and to
assist them in developing their full potential for contributing to the
continuing strength of our organization. We are committed to providing all
employees with a safe work environment free of bias, discrimination,
intimidation, or harassment.   2


CONFLICTS
OF INTEREST  A conflict of interest occurs when your
private interest interferes in any way - or even appears to interfere - with
the interests of NYSE Group. Conflicts of interest also arise when you or your
family members receive improper personal benefits as a result of your position
in our company.  You are expected to act on behalf of and in
the interest of NYSE Group, without favor or preference based on possible
direct or indirect personal gain. You must not place yourself in a position
that would have the appearance of being in conflict with the interests of the company.  While it is impossible to specify all
situations in which a conflict of interest might arise, we have provided some
examples below:  Outside
Employment- Employees are expected to focus their energy and
attention on their responsibilities at NYSE Group. Accordingly, an employee may
not accept outside employment that would conflict with the interests of NYSE
Group. Employees must get approval from their department head and the Chief
Ethics Officer prior to accepting outside employment. Approved outside
employment can not interfere in any way with the employees NYSE Group duties
and responsibilities.  Board
Memberships- Occasionally an employee may be asked to serve on
the board of directors of another organization. This can, in some cases, raise
a conflict of interest. Employees may not serve on the boards of business
corporations. Employees may serve on the boards of charitable, educational, or
other non-profit boards, but must report this activity annually on the
compliance report and may not serve on investment committees, render investment
advice, or influence investment decisions.  Vendor
Relationships- If you are an employee with signing authority to
commit NYSE Group to the purchase of goods or services in the amount of $1,000
or more, you must disclose any personal /financial interests and/or
affiliations with NYSE Group vendors annually. You must also disclose any
personal /financial interests and/or affiliations that you may have with
vendors while they are bidding for business. Accordingly, your obligation can
include disclosing relationships to vendors that are not currently doing
business with us but may currently be under review as part of an RFP process.  Meals,
Gifts and Entertainment- At NYSE Group, we deal
with many outside parties, including the firms we regulate, vendors,
consultants, regulators, attorneys, hearing panel members and listed company
representatives, to provide a few examples. Our business dealings with these
individuals must be conducted   3


using consistent and
unbiased standards. Any meals, gifts and entertainment received or provided
must be appropriate and must not compromise our reputation or our corporate
values. You may not accept or solicit any gifts, entertainment or gratuities
that could influence, or be perceived to influence, your business judgment. In
addition, you may not provide gifts, entertainment or gratuities intended to
influence, or that could be perceived as being provided with the intention of
influencing, the business judgment of others.  INSIDER
TRADING  NYSE Group is committed to obeying all laws designed
to protect the investing public with respect to the use and disclosure of
material information. Accordingly, you are required to comply faithfully with
both the letter and the spirit of all laws, rules, and regulations, including
the insider trading laws.  You may not effect any transaction in the
securities of NYSE Group or another company involved with NYSE Group (for
example, one of our listed companies or vendors) while you have material
non-public information about that company.  Information is considered material if a
reasonable investor would consider it important to his or her decision to
engage in a stock transaction. Examples of this would be a significant upward
or downward revision of earnings forecasts, a significant regulatory finding, a
restructuring, a listing or de-listing, a major management change, or a
significant acquisition or upcoming product launch.  You are responsible for knowing and abiding
by company policies regarding securities trading and personal trading accounts
in general.  CONFIDENTIAL
INFORMATION AND PRIVACY  At NYSE Group, we may receive sensitive or
non-public information from a variety of sources, including our listed
companies and their employees, the firms we regulate and their employees, NYSE
Group employees and others.  It is our policy to treat all such
information as confidential and no such information should be disclosed except
in the performance of assigned duties, or where the release of such information
is authorized by the appropriate NYSE Group officer, or is required by law.  It is also our policy to treat internal
documents concerning our operations and activities, the work, deliberations and
decisions of our Boards of Directors, NYSE Group management, staff and NYSE
Group committees as confidential. Such information shall be disclosed only as
authorized by the General Counsel.   4


No one shall directly or indirectly use any
confidential information for personal gain.  Employees who routinely handle confidential
information pertaining to original or continued listings standards and
employees in NYSE Regulation should refer to appropriate departmental policies.
All employees are expected to be vigilant in ensuring the appropriate
relationship between regulatory and market activities, including the need to
preserve the confidentiality of non-public regulatory information.  PROPER
USE OF COMPANY ASSETS  Employees are provided with work stations,
telephones, cellular phones, phone cards, personal computers, electronic mail
systems and other tools to assist you in the performance of your job. Although
we recognize that some reasonable personal use of these systems may be
appropriate, these assets also include intellectual and proprietary information
such as trade secrets, software applications, product plans, documentation of
business systems and other business data that are to be used only for authorized
business purposes. Corporate property or information may not be used for
personal gain or to engage in outside business activities. We reserve the right
to monitor the use of our company assets, including all forms of electronic
communications.  CORPORATE
OPPORTUNITIES  You are prohibited from taking for yourself
personally opportunities that are discovered through the use of corporate property,
information or position. You may not use corporate property, information, or
position for personal gain. You may not compete with our company. Each of us
owes a duty to the company to advance its legitimate interests when the
opportunity to do so arises.  FAIR
DEALING  You must observe the highest standards of
ethical conduct in dealing with the outside parties with which we do business,
including firms we regulate, vendors, consultants, competitors, regulators,
attorneys, hearing panel members and listed company representatives. NYSE Group
competes for its business fairly. Accordingly, you may not take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair dealing practice.   5


WAIVERS
OF THE CODE OF ETHICS  Any waiver of this Code for directors or
executive officers may be made only by the Board of Directors or an authorized
committee of the Board and will be promptly disclosed as required by any
applicable laws, rules and regulations. There may be certain situations when recusal
may be sufficient to avoid a conflict of interest or the appearance of a
conflict of interest.  REPORTING
ILLEGAL OR UNETHICAL BEHAVIOR  If you believe that there has been a
violation of a provision of our Code, you are expected to bring the matter in
good faith to the attention of your supervisor or manager, the Chief Ethics
Officer, Human Resources, the Office of the General Counsel or Corporate
Audit/Regulatory Quality Review. You may make reports by telephone, through
e-mail, in person, through the EthicsPoint website or toll free helpline, or through
our internal helpline or intranet. You have a personal responsibility to report
activity that appears to violate this Code or any laws, rules, or regulations.
All reported matters will be investigated as promptly and confidentially as
possible. The company will take corrective action and make necessary changes.
You are expected to cooperate with lawful investigations into allegations that
our Code, policies or laws have not been followed.  PROHIBITION
AGAINST RETALIATION  NYSE Group will not tolerate retaliation
against any person who brings an ethics or compliance issue to our attention in
good faith. Individuals who raise concerns or who help to resolve reported
matters are protected against retaliation.   6


WHERE
TO GO FOR HELP  If you are faced with an ethical problem and
not sure what to do, speak up and get the advice and guidance you need. Keep
asking questions until you are certain you are doing the appropriate thing.  Who should I contact for help?  An employees supervisor is a good place to
start. However, if you feel uncomfortable speaking with your supervisor, or
your issue in not promptly resolved, you should contact the next level of management.  You may also get help or advice from:  Chief Ethics Officer Human Resources Office of the General
Counsel Corporate Audit/Regulatory
Quality Review NYSE Regulation, Inc. oGeneral Counsel oChief of Staff  If you are ever unsure about where to go,
uncomfortable about using one of the other resources identified above, or wish
to raise an issue anonymously, you may report a matter or get help through
EthicsPoint. EthicsPoint is operated by an independent company that provides
you with a website and toll free number to report ethics matters:  EthicsPoint - www.ethicspoint.com  (866) 294-4493 (toll free number)  In addition to EthicsPoint, you may also
report matters through our internal helpline and intranet page as follows:  NYSE Ethics Helpline at (212) 656-CALL  To report a matter through our company
intranet, use the contact us feature on our intranet homepage.   7