Exhibit 14.1


                             DEL LABORATORIES, INC.

                                 CODE OF ETHICS

--------------------------------------------------------------------------------
Senior Financial Officers hold an important and elevated role in corporate
governance. As part of the Del Laboratories, Inc. Leadership Team, Senior
Financial Officers, including the Chief Executive Officer, Chief Financial
Officer, Controller, Treasurer and Financial Reporting Officer are vested with
both the responsibility and authority to protect, balance and preserve the
interests of all of the enterprise stakeholders, including shareholders,
clients, employees, suppliers, and citizens of the communities in which business
is conducted. Senior Financial Officers fulfill this responsibility by
prescribing and enforcing the policies and procedures employed in the operation
of the enterprise's financial organization, and by demonstrating the following:
--------------------------------------------------------------------------------

I.     HONEST AND ETHICAL CONDUCT

       Senior Financial Officers will exhibit and promote the highest
       standards of honest and ethical conduct through the establishment and
       operation of policies and procedures that:

o      Encourage and reward professional integrity in all aspects of the
       financial organization, by eliminating inhibitions and barriers to
       responsible behavior, such as coercion, fear of reprisal, or
       alienation from the financial organization or the enterprise itself.

o      Prohibit and eliminate the appearance or occurrence of conflicts
       between what is in the best interest of the enterprise and what could
       result in material personal gain for a member of the financial
       organization, including Senior Financial Officers.

o      Provide a mechanism for members of the finance organization to inform
       senior management of deviations in practice from policies and
       procedures governing honest and ethical behavior.

o      Demonstrate their personal support for such policies and procedures
       through periodic communication reinforcing these ethical standards
       throughout the organization.

II.    FINANCIAL RECORDS AND PERIODIC REPORTS

       Senior Financial Officers will establish and manage the enterprise
       transaction and reporting systems and procedures to ensure that:

o      Business transactions are properly authorized and completely and
       accurately recorded on the Company's books and records in accordance
       with Generally Accepted Accounting Principles (GAAP) and established
       company financial policy.

o      The retention or proper disposal of Company records shall be in
       accordance with established enterprise financial policies and
       applicable legal and regulatory requirements.

o      Periodic financial communications and reports will be delivered in a
       manner that facilitates the highest degree of clarity of content and
       meaning so that readers and users will quickly and accurately
       determine their significance and consequence.

III.   COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

       Senior Financial Officers will establish and maintain mechanisms to:

o      Educate members of the finance organization about any federal, state
       or local statute, regulation or administrative procedure that affects
       the operation of the finance organization and the enterprise
       generally.

o      Monitor the compliance of the finance  organization  with any
       applicable  federal,  state or local statute,  regulation or
       administrative rule.

o      Identify,  report and correct in a swift and certain manner,  any
       detected  deviations from  applicable  federal,  state or local
       statute or regulation.


<PAGE>