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Exhibit 14 KOSS CORPORATION CODE OF ETHICS The Board of Directors (the Board) of Koss Corporation, a Delaware
corporation (the Company), have adopted this Code of Ethics for the Companys
directors, officers and employees (the Code). I. PURPOSE This Code is intended to focus the Board, management and our employees on
areas of ethical risk, provide guidance to help them recognize and deal
with ethical issues, provide mechanisms to report unethical or unlawful
conduct, and to help enhance and formalize our culture of integrity,
honesty and accountability. This Code is also designed to establish the
policies and appropriate standards concerning business conduct,
responsibilities and conflicts of interest. This Code applies to the
directors and employees of the Company. II. WAIVERS Any waiver of Parts III. A and B of this Code with respect to a director,
an executive officer, and each financial or accounting officer at the
level of the principal accounting officer or controller or above, may be
made only by the Board and shall be promptly disclosed as required in
accordance with the rules and regulations promulgated by the SEC and
Nasdaq. Waivers with respect to other employees may be made only by the
Board. The Board shall carefully evaluate any requested waiver and shall
ensure that all waivers of this Code will not harm the Company or its
reputation. No waivers of the requirements of Parts III. C through G of
this Code may be granted. III. POLICIES  A.
    
    Conflicts of Interest The Company requires disclosure of related-party transactions and
conflicts of interest, and seeks to avoid such transactions as well
as the appearance of conflicts, where practicable. A conflict of
interest occurs when the private investments, business affairs or
financial interests of an individual employee or the employees
immediate family interfere with the interests, assets, or business
of the Company as a whole. Potential conflicts must be fully and
promptly disclosed to the Companys designated Compliance Officer,
if one has been designated, his/her designee or a member of the
Board.  B.
    
    Corporate Opportunities This Code prohibits (i) taking personally, participating or
investing in on a personal basis, or diverting to others any
business or investment opportunities that the employee learns about
through the use of corporate property, information or position or
that are discovered or disclosed in the course of the Companys
business, (ii) using Company property, information or position for
personal gain, and (iii) competing with the Company. Directors and
employees owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.  C.
    
    Confidentiality Directors and employees of the Company should maintain the
confidentiality of information entrusted to them by the Company or
its customers, except when disclosure is authorized or




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legally mandated. Confidential information includes all non-public
information that might be of use to competitors, or harmful to the
Company or its customers, if disclosed.  D.
    
    Fair Dealing Each director and employee of the Company should endeavor to deal
fairly with the Companys customers, suppliers, competitors and
employees. None should attempt to take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing
practice.  E.
    
    Protection and Proper Use of Company Assets Directors and employees should protect the Companys assets and seek
to ensure the proper use of the Companys and its customers
property, electronic communication systems, information resources,
materials, facilities, and equipment. All assets should be used and
maintained with reasonable care and respect, guarding against waste
and abuse, and Company assets or property should never be borrowed
or removed without express permission from the department head
responsible for that asset. In the case of executive officers and
directors, any loan or removal of Company property or assets
requires approval by the Chairman of the Board of Directors and
disclosure to the Board. Directors and employees should be
cost-conscious and alert to opportunities to improve performance
while reducing costs. All Company assets should be used only for
legitimate business purposes.  F.
    
    Compliance with Laws, Rules and Regulations Directors and employees of the Company will conduct the business of
the Company in accordance with all applicable laws, rules and
regulations, and shall comply with applicable policies and
procedures of the Company, including this Code.  G.
    
    Reporting of Illegal or Unethical Behavior Directors and employees of the Company must discuss with the
Compliance Officer or a representative of the Board any knowledge or
reasonable suspicion of violations of any laws, rules or regulations
or any violations of this Code.  H.
    
    Disclosure. The information in the Companys public communications, including
SEC filings, must be full, fair, accurate, timely and
understandable. All directors and employees of the Company are
responsible for acting in furtherance of this policy. In
particular, directors and executive officers are required to
maintain familiarity with the disclosure requirements applicable to
the Company commensurate with their duties and are prohibited from
knowingly misrepresenting, omitting or causing others to
misrepresent or omit, material facts about the Company to others,
whether within or outside the Company, including the Companys
independent auditors. In addition, any director or employee who has
a supervisory role in the Companys disclosure process has an
obligation to discharge such supervisory responsibilities in good
faith and in the Companys best interests.  IV.
    
    COMPLIANCE STANDARDS AND PROCEDURES This Code is designed to provide a method to report conduct that directors
and employees suspect violates this Code. The Company encourages
participation by all employees in this effort.




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If actions have taken place, may be taking place, or may be about to take
place that violate any law, rule or regulation or any provision of this
Code, it should be brought to the attention of appropriate authorities
within the Company.  A.
    
    Procedure to Report Violations or Suspected Violations  1.
    
    Failure to report a known violation of these
policies may result in disciplinary action up to and including
dismissal. If an employee has knowledge of or reasonably
suspects misconduct or a violation of this Code, the matter
should first be brought to the attention of his/her immediate
supervisor or, in the case of a director with knowledge, to the
attention of the Chief Executive Officer or the Board.2.
    
    If the conduct in question involves a reporting
individuals supervisor, the reporting individual believes that
a supervisor has not dealt with the matter properly, or feels
they cannot discuss the matter with a supervisor, the reporting
individual may raise the matter with the next level of
management or report it to the Board. If a reporting
individual is uncomfortable reporting to any of the above
persons, or feels that the report has not been dealt with
properly, the individual may report it directly to the
Compliance Officer or a representative of the Board. In
addition, the Company may implement a corporate compliance
hotline that employees, suppliers, and customers may use to
report suspected violations of this Code.3.
    
    In reviewing a report, a manager should consider
whether the report alleges or implicates a violation of this
Code and if so, he or she must report it immediately to the
next level of management and the Companys designated
Compliance Officer, or where appropriate, to a representative
of the Board.4.
    
    When reporting misconduct or suspected misconduct,
the Company prefers that the reporting individual discloses
his/her identity in order to facilitate the Companys ability
to take appropriate steps to address the report, including
conducting an investigation. If anyone wishes to remain
anonymous, he/she may do so; however, they should be aware that
if they do not identify themselves, the Company may not have
sufficient information to properly investigate their
allegations. When a report relates to an accounting or
auditing issue, the complaint procedures adopted by the Audit
Board supersede these provisions, but only to the extent these
provisions are inconsistent.5.
    
    Any employee involved in any capacity in an
investigation of a possible violation of any law, rule or
regulation, or any provision of this Code, should maintain the
confidentiality of the investigation and should not discuss the
subject matter of the investigation with anyone other than
those participating in the investigation, unless required by
law or when seeking their own legal advice, if necessary.  B.
    
    Consequences of Failure to Comply  1.
    
    If a director or employee violates this Code, fails
to properly report a violation of this Code or intentionally
submits a false report, he/she will be subject to discipline.
In the event of a violation of any law, rule or regulation, the
violation may be reported to the appropriate law enforcement
authorities. The discipline imposed will vary depending on the
nature, severity, and frequency of the violation as well as the
status of the person involved. Discipline will be imposed for
violations of this Code, failure to report violations and
withholding relevant and material information concerning
violations. Directors and employees will be informed of the
charges against them and will be given the opportunity to
explain their actions before any disciplinary action is
imposed.




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2.
    
    Varying levels of disciplinary action may be
imposed, including:  (a)
    
    Verbal Warning(b)
    
    Written Warning(c)
    
    Written Reprimand(d)
    
    Probation(e)
    
    Suspension(f)
    
    Termination or Removal  3.
    
    Offenders may also be subject to criminal
prosecution and civil liability, including compensating the
Company or other injured parties for their loss.4.
    
    No employee may be retaliated against for reporting
in good faith to the Company, in accordance with this Code, any
suspected misconduct or violation of this Code. Any employee
who believes he or she has been retaliated against, or
threatened with retaliation, should inform the Director of
Human Resources, the Compliance Officer or a representative of
the Board immediately. Employees or directors who violate this
non-retaliation policy will be subject to discipline.
Individuals are expected to act responsibly and ethically in
reporting under this Code. Employees and directors must not
use this Code or any of its procedures in bad faith or in a
false or frivolous manner.