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                                                                      EXHIBIT 14

                        CHILDTIME LEARNING CENTERS, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

         The following Code of Business Conduct and Ethics (this "Code")
reflects the Company's commitment to honest and ethical conduct, and
uncompromising integrity at all levels of the organization and in all of its
business relationships and transactions, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships. This Code applies to all persons within the Company including,
but not limited to, the Company's Chief Executive Officer, principal financial
officer, controller, principal accounting officer and other persons performing
similar functions.

         In order to impress upon everyone involved with the Company of the
seriousness of appropriate and ethical business conduct and behavior, each
employee of the Company will be asked to acknowledge his or her agreement to be
bound by Code, and that acknowledgment will be a condition to ongoing employment
with the Company. Any person within the Company who violates this Code will be
held accountable through prompt disciplinary action.

         All references in this Code to the "Company" will mean and include
Childtime Learning Centers, Inc., its subsidiaries, Childtime Childcare, Inc.
and Tutor Time Learning Centers, LLC, and any subsidiary of any of them from
time to time. This Code is available on the Company's website and may also be
accessed through the Company's Human Resources Department.

1.       COMPLYING WITH LAW

         It is the Company's policy that all Company employees, officers and
directors will comply with the laws, rules and regulations that are applicable
to the Company, including laws prohibiting discrimination and harassment and
those relating to health and safety issues. The Company and its employees are
also responsible for making a good-faith effort to comply with contractual
obligations that the Company may have with third parties.

         Legal compliance also includes compliance with "insider trading"
prohibitions applicable to the Company and its employees, officers and
directors. The Company maintains specific policies regarding insider trading and
confidentiality of information which are incorporated into this Code by
reference and are available through the Company's Human Resources Department.
Violation of the prohibitions against trading in material non-public information
or tipping others who might trade on the information may result in civil and
criminal penalties, as well as prompt disciplinary action by the Company under
this Code.

2.       CONFLICTS OF INTEREST

         A "conflict of interest" occurs whenever private or personal interests
interfere with the interests of the Company as a whole. All employees, officers
and directors of the Company


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should be careful to avoid a conflict of interest with the Company's interests
and even situations that may appear to constitute a conflict of interest. This
can be accomplished by avoiding relationships that might impair loyalty to the
Company or affect personal judgment regarding what is in the Company's best
interests. Examples of types of relationships to consider include loans and
guarantees to employees, officers or directors, gifts to or from employees,
officer or directors and relationships with competitors. Arrangements that might
appear suspect should be discussed with a supervisor, the Human Resources
Department or the Audit Committee.

         Under guidelines approved by the Board or committees of the Board,
certain conflicts of interest may be approved by the Company. The resolution of
a potential conflict of interest is not always simple, and employees, directors
and officers are encouraged to consult with higher levels of management, the
Company's Human Resources Department or the Audit Committee, if they are
contemplating action which may result in a conflict or potential conflict. If an
employee, officer or director becomes aware of a conflict or potential conflict,
the employee, officer or director is required to consult the procedures
described in this Code and to inform a supervisor, the Human Resources
Department or the Audit Committee of the transaction or relationship giving rise
to such conflict or potential conflict.

3.       CORPORATE OPPORTUNITY

         Company employees, officers and directors are prohibited from
appropriating opportunities or potential opportunities that properly belong to
the Company or are discovered in the course of their employment or directorship,
without first obtaining the Company's consent. Company employees, officers and
directors must not use corporate property, information (including customer lists
and customer information and other confidential or proprietary information), or
position for personal gain, or to compete or to prepare to compete with the
Company. Company employees, officers and directors must not solicit Company's
customers on behalf of any competitor of Company.

         These prohibitions extend beyond the termination of the person's
association with the Company as an employee, officer or director.

4.       CONFIDENTIALITY

         Company employees, officers and directors have a duty to maintain the
confidentiality of confidential and proprietary information entrusted to them by
the Company or its suppliers or customers or any such information that comes to
their attention in connection with their association with the Company, and not
to disclose or use confidential or proprietary information except when
authorized by a Company officer or legal counsel, or in accordance with Company
policy and in the best interests of the Company.

         As used in this Code, confidential and proprietary information will be
interpreted broadly. These terms include all information relating to the
Company's business, all non-public information that might be of use to
competitors of the Company or might be harmful to the Company or its customers
if disclosed, any names or complete or partial lists of any past, actual or
prospective customers or suppliers, and information relating to the internal
operations or

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policies of the Company. Such information also includes intellectual property
such as trade secrets, patents, trademarks and copyrights, as well as business,
marketing and service plans, engineering and marketing and expansion ideas,
designs, databases, records, salary information and any unpublished financial
data and reports.

         The obligation to maintain confidentiality extends beyond the
termination of the person's association with the Company as an employee, officer
or director.

5.       BOOKS AND RECORDS AND COMPLAINTS

         The Company will comply with all applicable financial reporting and
accounting laws and regulations applicable to the Company and will keep its
books and records accurately in order to fairly represent transactions and
dispositions of Company assets. Administrative and accounting controls will be
implemented to assure that the above requirements are met. Records should always
be retained or destroyed according to the Company's record retention policies.
In accordance with those policies, in the event of litigation or governmental
investigation, please consult the Company's Human Resources Department. In
addition, no employee, officer or director may ever destroy, alter or conceal,
with an improper purpose, any record or otherwise impede any official
proceeding, either personally or in conjunction with, or by attempting to
influence, another person.

         Company employees, officers or directors who have concerns or
complaints regarding questionable accounting, accounting procedures, auditing
matters or any other matters, whether or not relating to accounting or auditing,
of the Company are encouraged to contact, anonymously or otherwise, the Audit
Committee (directed either to the attention of the Audit Committee or to any
director who is a member of the Audit Committee, at the principal executive
offices of the Company). Such submissions will be treated confidentially,
subject to applicable laws and regulations.

6.       REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Employees, officers and directors are required to report to
supervisors, managers, officers or other appropriate persons (a) any observed
illegal or unethical behavior, including violations of this Code, or (b) when in
doubt about the best course of action in a particular situation that may involve
the matters discussed in this Code. Employees, officers and directors who are
concerned that violations of this Code have occurred or may occur, or that other
illegal or unethical conduct by employees, officers or directors of the Company
has occurred or may occur, should contact a supervisor. If an individual does
not believe it is appropriate or is not comfortable approaching a supervisor
about concerns or complaints, then the individual may contact the CEO, the CFO,
the Audit Committee or a combination of them, as appropriate. If concerns or
complaints require confidentiality, including keeping the individual's identity
anonymous, then this confidentiality will be protected, subject to applicable
laws, regulations and legal proceedings.

7.       DETERMINING VIOLATIONS


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         Upon receipt of a report regarding a violation or potential violation
of this Code, an employee, officer or director should report to a supervisor (if
applicable) who should then report to the Audit Committee. Ultimately, the
Company's Audit Committee (excluding any members of the Audit Committee who are
involved in the matter giving rise to the violation or potential violation of
this Code) will be responsible for making determinations as to whether this Code
has been violated and the actions the Company will take to hold the violator(s)
responsible for such violation. All such determinations of the Audit Committee
such committee will be conclusive and binding.

8.       NO RETALIATION

         All concerns, questions and complaints relating to matters referred to
in this Code will be taken seriously by the Company, and resolution of issues
will be sought promptly and confidentially.

         The Company maintains a "no retaliation" policy, under which the
Company, its directors, officers and employees must not discharge, harass,
discriminate, intimidate or otherwise act wrongfully towards any employee,
officer or director for raising, in good faith, any concern, question, or
complaint relating to matters referred to in this Code, or other reports of
misconduct, including questionable accounting or auditing matters.

9.       PUBLIC COMPANY REPORTING

         The Company's filings with the Securities and Exchange Commission must
be full, fair, understandable, accurate, complete and timely. The Company is
committed to complying with all requirements applicable to its public
disclosures. Company employees, officers and directors must provide complete and
accurate answers to inquiries related to the Company's public disclosure
requirements. The Company has instituted disclosure controls and procedures to
assure that its public disclosures are full, fair, understandable, accurate,
complete and timely.

         These disclosure controls and procedures are designed to ensure that
the Company records, processes, summarizes and reports in its public
disclosures, including Securities and Exchange Commission reports, all
information (a) required to be disclosed, (b) within the time periods specified,
and (c) pursuant to processes that enable the Company's principal executive and
financial officers to make timely decisions regarding disclosure. It is a
requirement of this Code that each employee, officer and director of the Company
fully comply with all of these disclosure controls and procedures. Any questions
with regard to these disclosure controls and procedures should be directed to a
supervisor or the Human Resources Department.

10.      AMENDMENT, MODIFICATION AND WAIVER

         This Code may be amended or modified only by the Board, and waivers may
be granted only by the Audit Committee. Any waivers from this Code must be made
in accordance with, and disclosed to the extent required by, any applicable
laws, rules and regulations. Any waivers granted for executive officers or
directors must be promptly disclosed to shareholders in accordance with the
rules of Nasdaq. Any amendments made to this Code or waivers from this


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Code granted to the Company's principal executive officer, principal financial
officer, principal accounting officer or controller, or any person performing
similar functions, are subject to the shareholder notification requirements,
filing requirements and other applicable provisions of federal securities laws.

11.      MISCELLANEOUS

         This Code is intended solely to describe the Company's general
principles and policies. Nothing in this Code is intended to create a cause of
action in favor of any third party, including any employee, officer, director,
customer, supplier or shareholder of the Company. Nothing in this Code is a
guarantee or promise of employment.

Adopted:  May __, 2004



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                           ACKNOWLEDGEMENT OF RECEIPT

I acknowledge receipt of the Childtime Learning Centers, Inc. Code of Business
Conduct and Ethics and agree to abide by its standards and procedures.


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         Signature                                      Date


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