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                                                                      EXHIBIT 14

                                 CODE OF CONDUCT
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1.    INTRODUCTION

      This Code of Conduct (this "Code") sets forth the legal and ethical
      standards to which all directors, executive officers and employees (the
      "associates") of Loral Space & Communications Ltd. and its subsidiaries
      ("Loral," or the "Company") are required to adhere. Associates, as well as
      temporary employees and consultants, are expected to comply with this
      Code. This Code serves as a guide to associates for the proper recognition
      and resolution of ethical and legal issues encountered in conducting the
      Company business and in making decisions that conform to the ethical and
      legal standards. This Code may be modified from time to time, without
      prior notice, as the Company deems appropriate.

      A.    GENERAL POLICY

            It is the standard of conduct and express policy of Loral that all
            dealings with our customers, suppliers, competitors, partners and
            co-workers are conducted with the highest level of ethical behavior
            and in complete compliance with the spirit and the letter of
            applicable laws and regulations. This is important in our dealings
            with commercial companies as well as with the United States
            government and foreign governments.

            Improper activities, or even the appearance of impropriety, could
            result in serious consequences to the Company and the associates
            involved in such activities. An associate's adherence to this policy
            is a significant indicator of the individual's judgment and
            competence, and will be taken into consideration when evaluating
            future assignments and promotions. Insensitivity to, or disregard
            for, the principles set forth in this Code will be grounds for
            appropriate disciplinary action, including dismissal.

            Loral's objective is to excel as a responsible and reputable
            supplier to our customers. In attaining this objective, no associate
            shall, on behalf of Loral or while a Loral associate, engage in any
            conduct that violates any law or is otherwise inconsistent with the
            highest levels of honesty and integrity.

            The environment in which Loral does business is governed by complex
            laws and regulations. This Code outlines key aspects of those laws
            and regulations as well as relevant Loral policy.

            Individual associates may require additional training in certain
            areas to ensure compliance. If, for example, you have contact with
            representatives of foreign organizations, you must ensure that you
            are familiar with import and export regulations, and the provisions
            of the Anti-Boycott Act and the Foreign Corrupt Practices Act. If
            you have any questions about the applicability of any laws to your
            actions, you should consult with Loral legal counsel.

      B.    SCOPE

            Associates with supervisory responsibilities must ensure that
            employees under their direction or control are acquainted with this
            Code. Directors and officers should also be aware that there are
            special legal requirements not covered by this
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            Code that apply to corporate fiduciaries. Conduct contrary to these
            guidelines is outside the scope of any employee's employment.

            In addition to compliance with all legal requirements, each Loral
            associate must adhere to the overriding ethical and professional
            standards that generally govern the conduct of business. The
            Company's interests are not served by any unethical practice or
            activity even though such practice or activity may not be in
            technical violation of the law. The scope of this Code may not
            include all Loral policies and practices to which associates are
            required to adhere. In instances in which other such other policies
            and practices appear to conflict with those set forth in this Code,
            associates must follow the more restrictive policy or practice.
            Associates should consider this Code as a baseline, or a minimum
            requirement, which must always be followed. If at any time you are
            in doubt about whether a particular provision applies to your
            conduct or about any aspect of your compliance responsibilities, you
            should contact your manager or supervisor, or use other resources
            described in this Code to address your concern.

      C.    VIOLATIONS OF THE CODE

            Any violation of the applicable laws and regulations or principles
            of ethics set forth in this Code will be grounds for disciplinary
            action or discharge from employment and may subject the associate or
            former associate to civil liability and/or criminal prosecution
            under applicable law. Disciplinary action may be taken not only
            against those who authorize or participate directly in such
            violation, but also against: (i) any associate who deliberately
            fails to report a violation as required by the policy; (ii) any
            associate who deliberately withholds material and relevant
            information concerning a violation; or (iii) the violator's
            supervisor and manager, to the extent that there is inadequate
            leadership, supervision or diligence.

2.    EMPLOYMENT PRACTICES

      A.    EQUAL EMPLOYMENT OPPORTUNITY; NON-DISCRIMINATION IN COMPANY
            BUSINESS; HARASSMENT

            Loral strives to provide a productive workplace free from all types
            of discrimination and harassment. Discrimination based on race,
            color, religion, national origin, gender, age, disability, marital
            status, or any other unlawful factor is not tolerated.
            Discrimination in recruiting, hiring, pay practices, employee
            benefit programs, promotions, transfers, career development,
            terminations, or layoffs is prohibited at Loral. Conduct that
            creates an offensive or intimidating work environment is
            unacceptable at Loral. Such conduct may include, but is not limited
            to, racist, sexist, or ethnic comments or jokes; sexual advances or
            inappropriate physical contact; or sexually oriented gestures,
            pictures, jokes, or statements.

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      B.    ENVIRONMENTAL SAFETY

            Loral is committed to achieving the highest standards of safety,
            health and environmental performance at all of its facilities. It is
            the responsibility of each associate to follow the rules and
            procedures established at each facility to achieve these safety,
            health and environmental goals. Associates must immediately report
            any incident of non-compliance or any unsafe condition to the
            facility's environmental, health and safety coordinator.

3.    BUSINESS CONDUCT OF ASSOCIATES

      It is every associate's responsibility to read, understand, and comply
      with this Code. Further, each associate is responsible for knowing his or
      her job and what it takes to comply with the rules and regulations
      relating to the performance of that job. Managers, supervisors and
      employees jointly share the responsibility of identifying training needs
      required to assist employees in job performance and in complying with this
      Code. If an associate wishes to obtain guidance on the interpretation or
      application of this Code or applicable laws and regulations, they may
      contact any one of the sources listed under the heading "Reporting
      Violations."

      A.    COMPLIANCE WITH LAWS, RULES AND REGULATIONS

            Obeying the law, both in letter and in spirit, is the foundation on
            which Loral's ethical standards are built. All associates must
            respect and obey the laws of the cities, states and countries in
            which Loral operates. Although not all associates are expected to
            know the details of these laws, it is important to know enough to
            determine when to seek advice from supervisors, managers or other
            appropriate personnel.

            Loral will not knowingly assist other persons or entities with whom
            we have business dealings in violating any law or regulation. For
            example, we will not misrepresent or confirm facts known to be false
            to the auditors of a customer or supplier for the purpose of
            allowing the customer or supplier to prepare false financial
            statements or financial information.

            We specifically direct the associates' attention to Section 7, which
            describes some of the requirements of the Foreign Corrupt Practices
            Act and U.S. export control laws that may be applicable to the
            associates.

            If necessary, Loral will hold information and training sessions to
            promote compliance with laws, rules and regulations, including
            insider-trading laws.

      B.    AVOIDANCE OF CONFLICT OF INTEREST

            A conflict of interest exists when a person's private interest
            interferes in any way with the interests of the Company. A conflict
            situation can arise when an associate takes actions or has interests
            that may make it difficult to perform his or her Company work
            objectively and effectively. Conflicts of interests may also arise
            when an associate, or members of his or her family, receives
            improper personal benefits as a result of his or her position in the
            Company. Loans to, or


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            guarantees of obligations of, associates and their family members
            may create conflicts of interest.

            Loral associates must observe high standards of conduct and
            integrity in their relationships with outside organizations. They
            must refrain from having any financial or other interest in or
            relationship with an organization that competes with or does
            business with Loral. Not only must associates avoid unethical
            business practices and favoritism, they should also avoid outside
            activities and financial interests that might create that
            perception.

            It is Loral's policy to respect the rights of associates to engage
            in outside activities that do not conflict with their positions as
            associates. However, when an outside activity or financial interest
            involves an organization with which the Company does business, good
            judgment is required to avoid any basis for conflict of interest. No
            associate may, without being granted an exception, acquire or
            retain, either directly or indirectly, the following financial
            interests in an organization that competes with, does business with,
            or seeks to do business with Loral:

                  -     Any interest as a proprietor or partner in such an
                        organization;

                  -     The ownership of, or right to acquire, stock or bonds of
                        such an organization that is a privately held
                        corporation; or

                  -     The ownership of, or right to acquire, stock or bonds in
                        an amount in excess of the lesser of (i) $25,000 or (ii)
                        1% of the total securities of a publicly owned
                        corporation.*

            Each associate shall report to the operating unit president the
            details on any of the financial interests described above that are
            held or acquired, directly or indirectly, by themselves or any
            family member, to the extent known by the associate.

            The following restrictions also apply to associates:

                  -     No associate may serve as an officer or director of any
                        firm without prior approval by the president and chief
                        operating officer of Loral.

                  -     No associate may undertake employment with, or furnish
                        services as a consultant or other representative to
                        another firm, unless approved in writing by the
                        operating unit president.

                  -     Employment of an associate's spouse or other immediate
                        family member by an organization with which Loral
                        competes or does business could

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* This restriction does not apply to employees who come to Loral from other
companies and who hold shares of those companies' stock in a savings plan or
stock ownership plan. This exception only applies to stock that was owned by the
employee prior to his or her employment with Loral, and that are held in those
investment instruments. Subject to the terms of the plan document, such
employees may keep stock that is in those investment instruments and any stock
dividends paid from those remaining in those investment instruments.


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            provide the basis for criticism, and any such employment situations
            should be reported to the president of the division.

      C.    CORPORATE OPPORTUNITIES

            Associates are prohibited from taking personal advantage of
            opportunities that are discovered through the use of Loral property,
            information or position without the consent of the Board of
            Directors. Specifically:

                  -     Associates may not use information about Loral or its
                        business that they have acquired in the course of their
                        employment and that is not available to the general
                        public for their own private gain or advantage, nor may
                        they disclose such information to enable others to
                        profit from it. In particular, associates who have
                        information that could be expected to affect the price
                        of Loral stock, or the stock of another company with
                        which Loral does business, should not buy or sell such
                        stock, unless the same information has been released to
                        the public.

                  -     Associates should not place themselves in a situation in
                        which they may profit from a business opportunity if the
                        circumstances indicate that the opportunity should have
                        been made available to Loral. In general, a business
                        opportunity which might reasonably be expected to be of
                        interest to Loral should be brought to the attention of
                        management for a determination of whether Loral wishes
                        to pursue it.

                  -     Associates may not use facilities or equipment of Loral
                        in the pursuit of personal interest or profit.
                        Associates who are on paid Loral time should be involved
                        only in the business of Loral.

                  -     Associates may not compete with Loral directly or
                        indirectly. Associates owe a duty to Loral to advance
                        its legitimate interests when the opportunity to do so
                        arises.

      D.    INSIDER TRADING

            Associates may not use information about Loral or its businesses
            that they have acquired in the course of their employment and that
            is not available to the general public for their own private gain or
            advantage, nor may they disclose such information to enable others
            to profit from it. To use non-public information for personal
            financial benefit or to "tip" others is not only unethical but also
            illegal. In particular, employees who have information that could be
            expected to affect the price of Loral stock, or the stock of another
            company with which Loral does business, should not buy or sell such
            stock, unless the same information has been released to the public.
            The above restriction does not apply to Loral stock acquired under
            the employee savings plan so long as any stock purchases under the
            plan occur on a regular, automatic, and repeated basis. However,
            discretionary transfers into and out of Loral stock in the employee
            savings plan are subject to these restrictions.


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      E.    PROPRIETARY INFORMATION / TRADE SECRETS

            Loral proprietary information consists of any information and data
            possessed by and in the control of the Company that may be valuable
            to it in its business. Such information must not be disclosed to
            others, except as required by law or permitted by Company policy,
            because doing so could disadvantage Loral competitively or
            financially; because the information could hurt or embarrass,
            customers, suppliers, joint venture partners, or the Company or
            because the information belongs to others, and we have agreed to
            keep it private. When there is a legitimate business need to
            disclose proprietary information outside Loral, a non-disclosure
            agreement may be appropriate. For more information and prior to
            disclosure, contact Loral legal counsel.

            Proprietary information includes, but is not limited to:

                  -     Loral research and development, such as inventions,
                        patent applications, and engineering and laboratory
                        notebooks (see below);

                  -     Customer and employee records;

                  -     Business strategies, business results, unannounced
                        products or services, marketing plans, pricing, and
                        financial data;

                  -     Non-public information about products or services,
                        including hardware and software specifications and
                        designs;

                  -     Confidential organizational information; and

                  -     Information disclosed by other parties pursuant to a
                        non-disclosure agreement.

            Proprietary information may exist as reports, manuals, charts,
            computer disks, drawings, specifications, photographs, films and
            correspondence. Hardware, equipment or materials embodying
            proprietary information and data may also be treated as proprietary
            information.

            Each associate is responsible for ensuring that proprietary
            information is protected from theft, damage, unauthorized
            disclosure, or inappropriate use. Always store such information in a
            safe place and follow security procedures for the computer systems
            used. Remember that you can be overheard in public places and when
            using portable communications devices. Do not discuss Loral
            proprietary information with family or friends; they may not
            understand its significance and may inadvertently pass it on to
            someone who should not have it.

            i.    "PATENTABLE" INVENTIONS

                  A "patentable" invention is one that constitutes a new, useful
                  and unobvious machine process, article of manufacture,
                  composition of matter, or improvement thereof (including
                  software). All inventions made or


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                  conceived by employees in the course of, or as a result of
                  their employment, are the exclusive property of Loral and are
                  to be promptly disclosed in writing and assigned to the
                  Company.

                  Employees are responsible for maintaining a laboratory
                  notebook to record concepts, ideas and related work, together
                  with the recording of progress on technical efforts, in order
                  to establish priority of invention, provide a basis for patent
                  coverage and protect future proprietary rights of the Company.

                  Licenses and copyrights obtained by employees in the course
                  of, or as a result of their employment, are the exclusive
                  property of Loral and are to be promptly disclosed in writing
                  and assigned to the Company.

            ii.   COPYRIGHTED WORKS

                  Copyright laws protect the original expression in, among other
                  things, written materials, works of art, and music, and
                  prohibit their unauthorized duplication, distribution, display
                  and performance. This means that we may not reproduce,
                  distribute, or alter copyrighted materials from books, trade
                  journals, computer software, or magazines, or play records,
                  tapes, discs, or videotapes, without permission of the
                  copyright owner or its authorized agents.

                  Software used in connection with Loral's business must be
                  properly licensed and used only in accordance with that
                  license. Using unlicensed software could constitute copyright
                  infringement

      F.    FAIR DEALING

            We believe our reputation for integrity is our most important asset.
            We must deal fairly with customers, vendors, and competitors and
            fulfill our obligations even when they are detrimental to our
            profitability. All estimates and commitments to both customers and
            co-workers should be made with the expectation that they will be
            achieved.

            We seek to outperform our competition fairly and honestly. Stealing
            proprietary information, possessing trade secret information that
            was obtained without the owner's consent, or inducing such
            disclosures by past or present associates of other companies is
            prohibited. Each associate should endeavor to respect the rights of
            and deal fairly with Loral's customers, suppliers, competitors and
            associates. No associate should take unfair advantage of anyone
            through manipulation, concealment, abuse of privileged information,
            misrepresentation of material facts, or any other intentional
            unfair-dealing practice.

      G.    ENTERTAINMENT, GIFTS AND GRATUITIES

            It is Loral's policy that all dealings with other organizations be
            conducted with the highest ethical behavior and in complete
            compliance with applicable laws and


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            regulations. Our business transactions should always be free from
            even a perception that favorable treatment was sought or received,
            offered, or solicited by gifts, favors, hospitality, entertainment
            or similar gratuities. While there are certain circumstances under
            which it is permissible to furnish or accept such items, every
            employee is expected to follow a course of action that complies with
            the following guidelines.

            No associate may solicit, directly or indirectly, for his or her
            benefit or for the benefit of another person, any gift, favor, or
            other gratuity from a person or organization with which the Company
            does business or that seeks to do business with the Company.
            Soliciting a gift, favor or other gratuity is strictly prohibited
            regardless of the nature or value of the item or service.

            No Loral associate may accept any gratuities (monetary or
            non-monetary), gifts or favors, except for ordinary items of nominal
            value, from a person or organization that conducts business with the
            Company or seeks to do business with the Company. Items of nominal
            value are considered to be normal sales promotion, advertising or
            publicity items, with the provider's logo, e.g., calendars, ball
            point pens, coffee cups, etc., with a retail value not exceeding
            $50. Loral associates may accept a meal, drink or entertainment from
            such persons or organizations only if these courtesies are
            unsolicited, infrequently provided and reasonable in amount.
            Associates should reciprocate if and when appropriate.

            Loral associates should never offer any type of business courtesy to
            a customer for the purpose of, or in exchange for, obtaining
            favorable treatment or advantage. Except for restrictions that apply
            when dealing with government representatives, associates may pay for
            reasonable business-related meals, refreshments, and/or
            entertainment expenses for customers and suppliers that are incurred
            only occasionally, are not requested or solicited by the customer,
            and are not intended to or could not reasonably be perceived as
            affecting business decisions.

      H.    MARKETING ACTIVITIES

            Loral supports vigorous competition. We believe that enduring
            customer relationships are built on integrity and trust. We seek to
            gain advantage over our competitors only through superior research,
            engineering, manufacturing, and marketing. It is our intention to
            win business through excellent products and services, never through
            unethical or questionable business practices.

            The marketplace requires the gathering of a wide range of
            information in a systematic and legal manner. This information
            provides an understanding of the industry structure and customer
            requirements for existing or potential products and services of
            Loral. It is the policy of Loral that its associates, consultants,
            agents and other representatives will gather only information to
            which the Company is legally entitled. Loral will neither seek nor
            accept any information that is prohibited from disclosure by law,
            regulation or policy of the customer. Associates must not:

                  -     seek special treatment or data that are otherwise
                        restricted;


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                  -     attempt to improperly influence specifications to gain
                        unfair advantage or limit competition; or

                  -     seek access to classified or officially restricted
                        information.

            There must be no exchanges of unauthorized or so-called inside
            information, or attempts to induce competitor employees or the
            government to violate their standards of conduct by seeking
            information they cannot properly provide.

      I.    MARKETING AND CONTRACTING WITH THE FEDERAL GOVERNMENT

            Law forms a foundation for Loral's business activities. We must
            conduct business in accordance with the laws of the cities, states
            and countries where we operate. In dealings with the United States
            government, Loral associates and other representatives who perform
            legislative liaison, marketing, proposal, and/or contract activities
            should be especially sensitive to the following regulations:

            i.    SPECIAL REQUIREMENTS IN DEALINGS WITH THE GOVERNMENT

                  The Company must comply with special standards of conduct in
                  contracting with the federal government. Government
                  representatives shall not be offered or given, either directly
                  or indirectly, anything of value that they are prohibited from
                  receiving by applicable agency regulations. Loral associates
                  dealing with representatives of a particular federal agency
                  are responsible for complying with that agency's standards of
                  conduct. Where there is a question as to a particular agency's
                  requirements under its standards of conduct, associates must
                  contact Loral legal counsel for guidance.

                  Except as otherwise permitted by law or regulation, Loral
                  associates are prohibited from paying for meals, refreshments,
                  entertainment, travel or lodging expenses for any U.S.
                  government employee or representative. One exception is that a
                  meal may be provided on-site to accommodate continuing
                  business meetings with government employees. Loral associates
                  doing business with state or local government officials are
                  responsible for knowing and adhering to the rules that may
                  apply to such state or local government employees.

                  In certain instances where customs in foreign countries
                  require the exchange of gifts, the Company will provide the
                  gift. Any gifts, other than those of nominal value received
                  from representatives of these countries, will become Company
                  property.

            ii.   PROCUREMENT INTEGRITY (FEDERAL PROCUREMENT POLICY ACT OF 1988)

                  The Federal Procurement Policy Act and Amendments of 1988 (the
                  "Act") impose certain restrictions on contractors, their
                  employees, representatives, agents and consultants during the
                  conduct of any federal agency procurement. In general, the Act
                  prohibits the following:


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                  -     Discussions or offers of future employment or business
                        opportunities to any procurement official;

                  -     Offers of gratuities, money or anything of value to any
                        procurement official; or

                  -     Attempts to obtain, or possession of, source-selection
                        or proprietary information from any agency employee.

            The Act requires that certificates be completed by every Loral
            associate and consultant who participates substantially in the
            preparation of a proposal or contract negotiations, certifying that
            he or she will comply with the Act and report any violations.

            If any doubt exists as to whether a particular piece of information
            can be rightfully obtained, the Loral associates or representatives
            who wish to obtain such information that has not been publicly
            released must first seek the advice of the contracting officer or
            the head of the agency. Further, unauthorized offers to provide
            proprietary or source-selection information must be refused and
            immediately reported to Loral legal counsel.

            Because the procurement integrity provisions are complex, any
            questions should be presented to your supervisor or manager to
            obtain appropriate advice and guidance. Loral requires that its
            associates, representatives, agents and consultants comply with this
            Act.

      iii.  TRUTH IN NEGOTIATIONS ACT

            All proposals submitted to the government must comply with the
            Federal Acquisition Regulations (FAR) and the proposed contract
            requirements.

            Where cost or pricing data are required to be submitted, such data
            must be accurate, complete and current as of the date of final
            agreement on price. Whether you are the contract negotiator, the
            cost estimator or the person responsible for furnishing the data to
            the cost estimator, your must ensure that the data meet these FAR
            requirements;

                  -     Accurate means free from error;

                  -     Complete data means all facts that a prudent buyer or
                        seller would reasonably expect to have an effect on
                        price negotiations, e.g., historic cost data, vendor
                        quotations, "make or buy" decisions and other management
                        decisions that could have a significant bearing on cost;
                        and

                  -     Current data means data that are up to date. Because
                        many months may pass after the original proposal and
                        price were submitted, data


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                        should be updated through the close of negotiations to
                        ensure they are current.

                  If you have any questions as to whether information is cost or
                  pricing data that must be disclosed to the government, you
                  should seek advice from Loral legal counsel.

                  It is Loral's intention that all relevant cost or pricing
                  information will be disclosed to the government. Falsely
                  certifying facts or data used in government contracts, whether
                  unintentionally or deliberately, is a violation of U.S. laws
                  and contract requirements and may subject the Company and
                  involved associates to criminal, civil penalties, or
                  administrative action.

            iv.   ANTI-KICKBACK ACT

                  Associates and representatives must comply with this law which
                  prohibits any individual or company from providing, attempting
                  to provide or soliciting, accepting or attempting to accept,
                  any kickback. "Kickback" is defined as any money, fee,
                  commission, credit, gift, gratuity, thing of value (including
                  money, trips, tickets, transportation, beverages, and personal
                  services) or compensation of any kind that is provided
                  directly or indirectly to any individual or company for the
                  purpose of improperly obtaining or rewarding favorable
                  treatment in connection with a prime contract or
                  subcontract/supplier relating to a prime contract.

      J.    PROPER AND TIMELY REPORTING OF PUBLIC DOCUMENTS

                  As a public company, it is of critical importance that Loral's
                  filings with, and submissions to, the Securities and Exchange
                  Commission, and other public communications, be fair, accurate
                  and timely. Depending on his or her position with Loral, an
                  associate may be called upon to provide necessary information
                  to assure that Loral's public reports are complete, fair and
                  understandable. Loral associates are expected to take this
                  responsibility seriously and to provide prompt, accurate
                  answers to inquiries related to Loral's public disclosure
                  requirements.

      K.    ACCURACY OF DOCUMENTATION

                  Loral associates create various forms of records including
                  reports and correspondence which may be in hard copy or
                  electronic media. Business records should include objective
                  and verifiable factual information and should be free from
                  speculation and rumor, and from ambiguous or misleading
                  statements.

                  Particular care must be taken to ensure that statements made
                  to the government and claims submitted to the government are
                  accurate. The government may impose severe penalties for false
                  statements or false claims.


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            i.    REPORTING EXPENSE REIMBURSEMENTS

                  Those who submit expense reports and other forms requesting
                  reimbursement must follow their division procedures. Expense
                  reports should only contain charges actually incurred by the
                  employee in furtherance of Loral business. Expenses should be
                  accurately described so that unallowable expenses can be
                  excluded from billings to the government. The finance
                  department will provide guidance if you have any questions.

            ii.   REPORTING LABOR CHARGES

                  The accurate reporting of labor at Loral is both essential and
                  mandatory because it is the source for the charging of labor
                  and the distribution of overhead cost to a contract. You will
                  accomplish this by either completing a labor timecard or
                  voucher or by entering your time through an electronic labor
                  reporting system.

                  When you report time being charged to a specific contract, the
                  following are some general "musts" to help you follow proper
                  labor charging practices. You MUST:

                        -     Prepare your own voucher/timecard;

                        -     Record time as work is performed;

                        -     Obtain the charge number for the job(s) you are
                              working on from your immediate supervisor or his
                              or her representative;

                        -     Record time ONLY for the job(s) on which you are
                              working;

                        -     If you need to make a correction on a
                              non-electronic labor reporting system, draw a line
                              through the error and write the proper entry on
                              the next line. You and your supervisor must
                              initial each correction. For electronic labor
                              reporting, notify your supervisor promptly of any
                              corrections to incorrect entries; and

                        -     Check and follow your division's specific
                              guidelines for labor reporting.

      L.    PRODUCING QUALITY PRODUCTS

            Loral is committed to delivering products with the highest levels of
            quality and reliability consistent with each customer's
            requirements. To achieve this goal, each associate must follow these
            guidelines:

            -     Make achievement of quality and excellence your personal goal;


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            -     Strive to do each job right the first time;

            -     Comply with all contract requirements, including:

                        -     Design requirements;

                        -     Performing all inspections and tests specified in
                              each contract;

                        -     Preparing all required reports accurately and
                              completely;

                        -     Using only materials conforming to quality levels
                              specified in each contract; and

                        -     Using only substitute materials that have been
                              approved in writing by the customer's
                              representative.

            By providing quality products and services, not only do we meet our
            customers' requirements, but we make the Company more competitive
            and stronger in the marketplace.

      M.    COMPANY FUNDS AND PROPERTY

            All employees are responsible for safeguarding and making proper and
            efficient use of Company funds and property by following procedures
            to prevent their loss, theft, or unauthorized use. Company funds and
            property include Company time; cash, checks, drafts, and charge
            cards; land and buildings; records; vehicles; equipment, including
            fax machines, copiers, and telephones; computer hardware and
            software; scrap and obsolete equipment; and all funds and property.

            The following are ways to protect company funds and property:

                        -     Make sure expenditures are for legitimate business
                              purposes;

                        -     Keep accurate and complete records of funds spent;

                        -     Use corporate charge cards only for business
                              purposes or as specified in Company instructions;

                        -     Make sure computer and communications equipment
                              and systems, including passwords or other methods
                              used to access or transmit data, and the
                              information they contain are protected against
                              unauthorized access, use, modification,
                              destruction, or disclosure;

                        -     Use Loral's trademarks and service marks in
                              accordance with Company instructions; and

                        -     Report actual or suspected loss, damage, misuse,
                              theft, embezzlement, or destruction of Company
                              funds or property immediately to TIM PERRY,
                              CORPORATE DIRECTOR OF SECURITY, BY CALLING (650)
                              852-4345.


                                       13
<PAGE>
      N.    FOLLOWING SECURITY GUIDELINES

            While Loral's customer base is now primarily commercial companies,
            Loral continues to contract with the United States government or its
            prime contractors. These contracts require the Company to implement
            and maintain a system of security controls. As associates of Loral,
            we all are individually responsible for safeguarding classified
            information. The following are some of the key rules that associates
            must follow:

                        -     Wear your badge prominently.

                        -     Notify your supervisor of any circumstances that
                              might embarrass or damage the Company.

                        -     Establish a system to ensure that unattended
                              classified files are always locked.

                        -     Safeguard and transmit all classified material in
                              accordance with government and Loral requirements.

            You are also prohibited from sending classified information via
            regular mail. Additionally, you should never discuss classified
            information, company plans or related information with family,
            friends or other unauthorized persons.

            You should be particularly careful when using phones of any type,
            especially cellular phones, for sensitive or classified
            conversations. This also applies to use of computer terminals,
            facsimile machines, microwave equipment and other equipment used to
            transmit information or data. Finally, do not bring a camera, sound
            recorder or computer onto company property without a pass.

            If you have any questions about security matters, contact your
            immediate supervisor, security representative or Tim Perry,
            Corporate Director of Security, at (650) 852-4345.

4.    WAIVERS OF THE CODE

      Any waiver of this Code for executive officers or directors may be made
      only by the Board of Directors or a Board committee and will be promptly
      disclosed to shareholders as required by law or stock exchange regulation.
      Any waiver of this Code by employees may be made only with the consent of
      the Company's General Counsel.

5.    REPORTING VIOLATIONS

      Loral is committed to maintaining an environment in which associates may
      raise questions or report violations or suspected violations of this Code
      and applicable government laws and regulations without fear of
      retribution. Associates are encouraged to report all violations or
      suspected violations of this Code or applicable government laws and
      regulations, and to talk to supervisors, managers or other appropriate
      personnel when in doubt about the best course of action in a particular
      situation, using the methods outlined in below. Associates are expected to
      cooperate in internal investigations of


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<PAGE>
      misconduct. An associate who reports his or her own violation may still be
      subject to disciplinary action.

      Loral will not allow retaliation for good faith reports of misconduct by
      others made by associates. Any person who believes that he or she has been
      subject to retaliation for reporting a violation or possible violation may
      contact anyone designated below, and a prompt investigation will be
      conducted.

      A.    EMPLOYEES. In the case of an employee, such employee may contact:

                        -     The employee's immediate supervisor; or

                        -     The supervisor's immediate supervisor; or

                        -     The division's hotline. (All messages left on the
                              hotline will be safeguarded and reviewed only by
                              the individual designated as responsible for the
                              investigation of employee reports.); or

                        -     Karen Reinhold, Associate General Counsel of Loral
                              Space & Communications. The report may be made by
                              calling (650) 852-7843, or by mail to the
                              following address:

                              Karen Reinhold
                              Space Systems/Loral, Inc.
                              MS-DO3
                              3825 Fabian Way
                              Palo Alto, CA 94303

      B.    DIRECTORS, EXECUTIVE OFFICERS AND ANY OTHER PERSONS SUBJECT TO THIS
            CODE. In the case of a director or an executive officer, such person
            may contact:

                        -     Karen Reinhold, Associate General Counsel of Loral
                              Space & Communications. The report may be made by
                              calling (650) 852-7843, or by mail to the
                              following address:

                              Karen Reinhold
                              Space Systems/Loral, Inc.
                              MS-DO3
                              3825 Fabian Way
                              Palo Alto, CA 94303

      All associate reports will be forwarded to the designated investigator,
      who will review them and, if appropriate, commence an immediate
      investigation. Communications between the associate and the investigator
      will be kept confidential to the fullest extent possible. The results will
      be reported to division and corporate management, and the employee who
      made the initial report will be advised as promptly as practicable, but in


                                       15
<PAGE>
      no event not more than 90 days, of the progress of the investigation. If
      the report is made anonymously, the associate may contact the investigator
      for status.

      In addition, the Company is in the process of establishing a hotline
      staffed with persons who are not affiliated with it. Information regarding
      this hotline will be circulated when it becomes available.

6.    ADDITIONAL PROCEDURES FOR THE CEO AND SENIOR FINANCIAL OFFICERS

      All provisions of the Code bind the CEO, the CFO, the principal accounting
      officer or controller and all persons performing similar functions (the
      "senior financial officers"). In addition to the Code, the senior
      financial officers are subject to the following additional specific
      policies:

      A.    All senior financial officers are responsible for full, fair,
            accurate, timely and understandable disclosure in the periodic
            reports required to be filed by the Company with the SEC and in the
            Company's other public communications. Accordingly, it is the
            responsibility of each senior financial officer to promptly bring to
            the attention of the management any material information of which he
            or she may become aware that affects the disclosures made by the
            Company in its public filings or public communications or otherwise
            assist the management in fulfilling its responsibilities.

      B.    Each senior financial officer shall promptly bring to the attention
            of the management and the Audit Committee any information he or she
            may have concerning (a) significant deficiencies in the design or
            operation of internal controls which could adversely affect the
            Company's ability to record, process, summarize and report financial
            data or (b) any fraud, whether or not material, that involves
            management or other associates who have a significant role in the
            Company's financial reporting, disclosures or internal controls.

      C.    Each senior financial officer shall promptly bring to the attention
            of the management and to the Audit Committee any information he or
            she may have concerning any violation of the Company's Code,
            including any actual or apparent conflicts of interest between
            personal and professional relationships, involving any members of
            management or other associates who have a significant role in the
            Company's financial reporting, disclosures or internal controls.

      D.    Each senior financial officer shall promptly bring to the attention
            of the management and to the Audit Committee any information he or
            she may have concerning evidence of a material violation of the
            securities or other laws, rules or regulations applicable to the
            Company and the operation of its business, by the Company or any
            agent thereof, or of violation of the Code or of these additional
            procedures.

      E.    The Board of Directors shall determine, or designate appropriate
            persons to determine, appropriate actions to be taken in the event
            of violations of the Code or of these additional procedures by the
            senior financial officers. Such actions shall



                                       16
<PAGE>
            be reasonably designed to deter wrongdoing and to promote
            accountability for adherence to the Code and to these additional
            procedures, and shall include written notices to the individual
            involved that the Board has determined that there has been a
            violation, censure by the Board, demotion or re-assignment of the
            individual involved, suspension with or without pay or benefits (as
            determined by the Board) and termination of the individual's
            employment. In determining what action is appropriate in a
            particular case, the Board of Directors or such designee shall take
            into account all relevant information, including the nature and
            severity of the violation, whether the violation was a single
            occurrence or repeated occurrences, whether the violation appears to
            have been intentional or inadvertent, whether the individual in
            question had been advised prior to the violation as to the proper
            course of action and whether or not the individual in question had
            committed other violations in the past.

7.    A. FOREIGN CORRUPT PRACTICES ACT

            Loral complies, and requires that all its associates worldwide and
            its joint ventures, agents, distributors and other representatives
            comply with the letter and the spirit of the Foreign Corrupt
            Practices Act ("FPCA").

            The primary purpose of the FCPA is to prohibit the payment of
            bribes, in any form, to foreign officials in order to secure or
            retain business. Specifically, the FCPA prohibits the giving or
            offering of anything of value (hereinafter referred to as "bribes")
            to foreign officials, foreign political parties or candidates for
            foreign political office in order to obtain, keep or direct business
            or otherwise obtain a business advantage. It is important to note
            that the FCPA's prohibitions are not limited to monetary payments
            but can include a wide range of non-monetary benefits as well. Also
            prohibited are indirect bribes made through an intermediary (such as
            an agent, representative or consultant) knowing that there is a high
            probability that the intermediary will use all or a portion of the
            bribe for a prohibited purpose.

            In addition, the FCPA includes certain requirements with respect to
            accounting records that are designed, among other things, to prevent
            concealment of bribes. The FCPA requires that Loral's books, records
            and accounts be kept accurately to reflect all transactions and
            disposition of Company assets. The following are specifically
            prohibited: maintaining secret or unrecorded funds or assets;
            falsifying records; and providing misleading or incomplete financial
            information for audit.

            Violation of the FCPA may result in civil and criminal prosecution.
            Loral may be fined up to $2 million or twice the gross gain or loss
            from the offense, whichever is greater. An individual may be fined
            $250,000 or twice the gain or loss from the offense, whichever is
            greater, and may be subject to imprisonment for up to five years.
            Loral will not pay fines imposed on individuals. Loral will take all
            necessary disciplinary action, including possible dismissal, against
            associates violating these policies.


                                       17
<PAGE>
            There are three types of payments that may be permissible under the
            FCPA. The first is a payment to facilitate or expedite performance
            of routine governmental action. "Facilitating or expediting
            payments" are those that relate to the performance of
            non-discretionary action. Examples include obtaining permits,
            licenses or other official documents; processing governmental
            papers, such as visas and work orders; providing police protection
            and mail pick-up and delivery; providing phone service; power and
            water supply; loading and unloading cargo or protecting perishable
            products; and scheduling inspections associated with contract
            performance or transit of goods across country. The second is a
            payment that is reasonable in amount and is directly related to the
            promotion, demonstration or explanation of a product or the
            execution of a government contract. These payments may include
            travel and lodging expenses. The third is a payment that is lawful
            under the written laws or regulations of a foreign country. THE
            APPLICATION OF THESE EXCEPTIONS TO A PARTICULAR SITUATION INVOLVES A
            LEGAL DETERMINATION, AND ASSOCIATES SHOULD CONSULT WITH THEIR LEGAL
            DEPARTMENT PRIOR TO AUTHORIZING ANY PAYMENTS UNDER ONE OF THESE
            EXCEPTIONS.

            Loral has established procedures to reduce the likelihood of
            prohibited bribes by intermediaries, i.e., joint venture partners or
            agents, distributors or consultants. First, it is Loral's policy to
            obtain background information on the intermediary to assess the
            potential for violation. Second, it is Loral's policy to enter into
            a written agreement with respect to intended disposition of fees and
            compliance with the FCPA. ALL SUCH AGREEMENTS MUST BE APPROVED BY
            THE LEGAL DEPARTMENT PRIOR TO EXECUTION.

            Additional and more detailed information, guidelines and policies
            are available from each division's legal office, and associates are
            expected to comply with their division's requirements and
            guidelines. BECAUSE THE STATUS OF CERTAIN TYPES OF PAYMENTS MAY BE
            UNCLEAR, ASSOCIATES MUST REVIEW WITH THE LEGAL DEPARTMENT OF THEIR
            DIVISION THE NATURE OF ANY PAYMENTS THAT RAISE POTENTIAL FCPA
            CONCERNS.

            Any violations of the FCPA must be reported immediately to each
            division's legal department or to the corporate legal office.
            Because the immediate reporting of violations or potential
            violations is a critical component of Loral's efforts to ensure
            compliance with the FCPA, failure to report such violations could
            raise potential questions about an associate's knowledge of, or
            complicity in, a prohibited transaction. Violations or potential
            violations may be reported without fear of retaliation for making
            such a report.

      B.    EXPORT CONTROL LAWS

            The Company complies, and all of its associates are required to
            comply, scrupulously with United States export control laws and
            regulations, including the Arms Export Control Act and International
            Traffic in Arms Regulations; the Export Administration Act and
            Export Administration Regulations; embargo and trade sanctions laws
            and regulations; Anti-Boycott laws and regulations and Executive
            Orders pertaining to U.S. export control laws and regulations.


                                       18
<PAGE>
            The Company and all of its associates are required to comply
            scrupulously with the conditions, limitations, provisos,
            requirements and terms of all licenses and other United States
            government authorizations (including, without limitation, export
            licenses, technical assistance agreements and manufacturing
            licensing agreements) in connection with any export, import,
            re-export, transfer, sale, marketing activity or proposal by the
            Company.

            Failure to comply with United States export control laws and
            regulations, or any licenses or other United States government
            authorizations, can result in severe penalties for the Company and
            the individuals involved. Any associate who violates export control
            requirements would be subject to disciplinary action, including
            termination of employment, and may be subject to civil and/or
            criminal penalties imposed by the United States government.

            Many of the Company's products (hardware, software and technical
            data) and activities (including certain marketing activities and
            proposals) are defined as "defense articles" and "defense services"
            under the Arms Export Control Act and the International Traffic in
            Arms Regulations (ITAR).

            Associates should be aware that an export occurs under the ITAR by
            sending or taking a defense article out of the United States in any
            manner (except by mere travel outside of the United States by a
            person whose personal knowledge includes technical data); disclosing
            (including oral or visual disclosure) or transferring technical data
            to a foreign person, whether in the United States or abroad;
            performing a defense service on behalf of, or for the benefit of, a
            foreign person, whether in the United States or abroad; disclosing
            (including oral or visual disclosure) or transferring in the United
            States any defense article to an embassy, or any agency or
            subdivision of a foreign government (e.g., diplomatic missions); or
            transferring registration, control or ownership to a foreign person
            of any aircraft, vessel or satellite covered by the U.S. Munitions
            List, whether in the United States or abroad. Lawful permanent
            residents of the United States and certain protected individuals are
            not considered "foreign persons" under the ITAR.

            The export of defense articles and defense services requires the
            prior written authorization of the United States Department of
            State, unless a specific statutory or regulatory exemption applies.
            In certain instances, the prior written authorization of the United
            States Department of State is required before making a sale or
            transfer, or a proposal to sell or transfer defense articles,
            defense services and technical data to certain countries, or to any
            persons acting on behalf of these countries, or that is intended for
            use by the armed forces of certain foreign countries.

            The export of other Company commodities, software and technology
            (including technical data) is governed by the Export Administration
            Regulations (EAR), and


                                       19
<PAGE>
            the export of such products and technology may require the prior
            written authorization of the United States Department of Commerce.
            Associates should be aware that an export occurs under the EAR by an
            actual shipment or transmission of items (commodities, software or
            technology) out of the United States, or the release of technology
            or software subject to the EAR to a foreign national in the United
            States. Permanent resident aliens of the United States and certain
            protected persons are not considered "foreign persons" under the
            EAR.

            To ensure full compliance with United States export control laws and
            regulations, all associates should be aware of the following:

            -     Associates are responsible for complying scrupulously with
                  United States export control laws and regulations, including
                  all applicable export licenses and other export authorizations
                  issued by the United States government.

            -     Associates are responsible for seeking guidance and/or
                  direction from the Company's Export Control personnel
                  regarding export control issues before engaging in any
                  exports.

            -     Associates should be especially aware of the potential for
                  exports in any dealings with foreign persons, such as going on
                  foreign travel, hosting foreign visitors, having technical
                  interactions with foreign persons or engaging in marketing
                  activities that address technical issues.

            Associates shall report any suspected violations of export laws and
            regulations, or export authorizations issued by the United States
            government, as follows:

            Corporate Office

            Contact: Avi Katz
                              Vice President and General Counsel
                              Telephone #: (212) 338-5340

                              Janet T. Yeung
                              Vice President and Deputy General Counsel
                              Telephone #: (212) 338-5429

            Loral Skynet

            Contact: Victor Bernstein
                              Executive Vice President and General Counsel
                              Telephone #: (908) 470-2304

                              David Bowman
                              Director, International Trade
                              Telephone #: (908) 470-3467


                                       20
<PAGE>
            Space Systems/Loral

            Contact: Julie Bannerman
                              Vice President and General Counsel
                              Telephone #: (650) 852-5474

                              Paul Munninghoff
                              Executive Director, Export Control and
                                Administration
                              Telephone #: (650) 852-6702


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