Exhibit 14


                                 NCT Group, Inc.
       Code of Ethics for the CEO, CFO and Other Senior Financial Officers


NCT Group,  Inc.* and all of its  directors  and employees are covered under the
"Policies on Business  Conduct and Conflicts of Interest".  The Chief  Executive
Officer ("CEO"), or those performing similar functions, and all Senior Financial
Officers  (including  particularly the Chief Financial Officer) are bound by the
provisions  set forth in the  Policies  relating  to  ethical  conduct  and fair
dealing,   conflicts  of  interest,   confidentiality  of  NCT  information  and
compliance  with law,  but in  addition  are subject to the  following  specific
policies:

     1.   Be committed to the highest  standards of honest and ethical  conduct,
          including  the ethical  handling of actual or  apparent  conflicts  of
          interest between their personal and professional  relationships in the
          performance  of their duties as CEO and Senior  Financial  Officers of
          NCT.
     2.   Be committed to the full, fair,  accurate,  timely and  understandable
          disclosure in reports and documents that NCT file with, or submits to,
          the SEC  and in  other  public  communications  made  by  NCT,  of all
          information  relating to NCT, its  financial  condition and results of
          operations.
     3.   Be committed to  compliance  with all  applicable  governmental  laws,
          rules and regulations relating to the conduct of the businesses of NCT
          and to required reports regarding the financial  condition and results
          of business  operations of NCT, including the laws of all countries in
          which NCT operates.
     4.   Act  in  good  faith,  responsibly,  with  due  care,  competence  and
          diligence,  without  misrepresenting  material facts or allowing one's
          independent judgment to be subordinated to any personal interest.
     5.   Respect the  confidentiality of information  acquired in the course of
          serving  as CEO or a  Senior  Financial  Officer  of NCT  except  when
          authorized  or  otherwise   legally   obligated  to  make  disclosure.
          Confidential information shall not be used for personal advantage.
     6.   Report  violations  of this Code of Ethics to the  General  Counsel or
          directly to the Audit  Committee  of the Board of Directors of NCT, as
          soon as practicable after learning of any such violation.
     7.   Report to the  General  Counsel  or Audit  Committee  any  information
          concerning (a) significant  deficiencies in the design or operation of
          internal  controls  which  could  adversely  affect  NCT's  ability to
          record, process, summarize and report financial data or (b) any fraud,
          whether or not material,  that involves  management or other employees
          who have a significant role in NCT's financial reporting,  disclosures
          or internal controls.
     8.   Report  to  the  General  Counsel  or  Audit  Committee  any  material
          violations  of the  securities  or other  laws,  rules or  regulations
          applicable to NCT and the  operations  of its business,  by NCT or any
          agent thereof.
     9.   Hold themselves  accountable for adherence to this Code of Ethics, and
          understand  that NCT's Board of Directors will hold them  accountable,
          as CEO or Senior Financial Officers of NCT, to this Code of Ethics.

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* Includes all of its wholly and  majority-owned  subsidiaries,  except any that
have their own written Code of Ethics.