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                                                                    EXHIBIT 14.1


         Corporate
         Compliance
         Handbook

         Third Edition--August 2003

         o Mission
         o Coram Cornerstones
         o Standards of Conduct
         o The Coram Compliance Program
         o The Coram Compliance Hotline



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         Coram's Six Cornerstones

         1.  Patients
         2.  Employees
         3.  Service
         4.  Partnership
         5.  Value
         6.  Ethics


         Coram's Seven Standards of Conduct

         1.  Quality of Care
         2.  Compliance with Laws and Regulations
         3.  Ethical Business Practices
         4.  Conflicts of Interest
         5.  Protection of Property
         6.  Proper Consideration of Human Resources
         7.  Billing and Coding Integrity


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         Dear Coram Employee,

         The name "Coram" means "together, openly, face-to-face." This name was
         chosen to reflect our commitment to conduct our business in accordance
         with the highest level of ethical standards. There are many people
         relying on our integrity - patients, customers, shareholders,
         suppliers, payors, physicians, hospitals, other health-care providers
         and our employees. We can achieve our goals only if we retain their
         trust and confidence by providing high-quality service and by
         conducting our business in an open and honest manner. For an individual
         or a corporation, there is no asset more important than a sterling
         reputation. We must never tarnish our reputation by becoming involved
         in business practices that are illegal or unethical.

         The Compliance Handbook is a continually evolving, living document now
         in its second edition. Revisions include the latest information on
         prevailing pertinent issues in the health-care industry. The Compliance
         Handbook exists to give every employee a clear understanding of what is
         expected of each one of us. The Coram Cornerstones and Standards of
         Conduct were developed with input from Coram employees and have been
         approved by the Board of Directors. They represent a reaffirmation of
         our long-term commitment to high-quality service, compliance with laws
         and ethical business practices.

         Each employee has an obligation to become familiar with these Standards
         and apply them every day. The Standards do not cover every situation
         that you might encounter. They provide only broad guidelines, which are
         reinforced in greater detail by Coram's various Policies and
         Procedures.

         Coram is committed to maintaining an "open-door" policy and to
         providing employees with avenues through which to raise their concerns.
         Please feel free to discuss your concerns with any level of management
         or with a Human Resources representative. However, if you have a
         concern regarding violations of the Standards of Conduct that cannot be
         resolved through normal reporting channels, you should report your
         concerns to the Senior Vice President, Human Resources and Corporate
         Compliance Officer. Coram initiated a toll-free Hotline in February
         1996 for this purpose. The Coram Compliance Hotline number is
         800.823.2122. We can assure you that there will be no action of
         retaliation or retribution allowed against anyone for reporting a
         problem to the Coram Compliance Hotline. Callers are assured anonymity
         and confidentiality to the limit of the law.

         We pledge the full commitment of Coram to the principles set forth in
         the Standards of Conduct and fully support Coram's Compliance Program.
         Coram's reputation and continued success depends upon each employee's
         commitment to the appropriate delivery of high-quality health care and
         to conducting business in accordance with high ethical standards.

         Sincerely,

         Allen Marabito

         Executive Vice President and Principal Executive Officer
         Fulfilling the duties and responsibilities of President and Chief
         Executive Officer of the company


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         Our Mission

         To be the leading national provider of specialty infusion services.


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         Compliance is a Joint Responsibility

         EACH EMPLOYEE
         must understand and comply with the laws and regulations that apply to
         his or her activities and decisions.

         MANAGERS AND SUPERVISORS
         have the additional responsibility to monitor and ensure compliance by
         those who report to them. This obligation to employees is emphasized
         through Coram's Policies and Procedures.

         CORAM'S LEGAL AND COMPLIANCE DEPARTMENTS
         recognize that education sensitizes us to legal issues, promotes
         awareness of our legal obligations, and helps prevent violations of
         law. The Compliance department will continue to provide training to
         employees regarding questions about possible violations of law or
         compliance policies.

         CORAM
         is committed to providing each employee with sufficient opportunity for
         training to ensure his or her ability to perform job responsibilities
         in compliance with applicable laws.

         LEGAL COMPLIANCE
         is serious business. Ignorance of the law is never an excuse - good
         intentions do not justify improper conduct.

         Violation of the law for any purpose is unauthorized, unacceptable, and
         contrary to company policy. Looking the other way when you suspect
         violation of the law also violates Coram's policy.

         Innocent people as well as Coram and its shareholders may be affected
         by the unlawful conduct of others.

         Let us briefly examine Coram's Core Values, Cornerstones and some key
         Standards of Conduct for Coram Healthcare.


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         Coram's Six Cornerstones

         We are committed to excellence in patient care and to maintaining high
         ethical and professional standards. In support of these commitments, we
         have developed and adopted six basic cornerstones, which summarize the
         core values and principles of our company. The "Coram Cornerstones" are
         as follows:

         1. PATIENTS
         We are a patient-centered health-care provider. The safety and well
         being of our patients are the paramount considerations in all our
         decision making. We highly value the patient's dignity, physical and
         emotional well being, and convenience. We treat each patient with the
         consideration we, ourselves, would wish to receive, respecting the
         individuality of those we serve.

         2. EMPLOYEES
         We recognize that success in all our activities is the result of the
         talents, dedication, and performance of all employees throughout Coram.
         We are committed to maintaining a safe, nonpolitical work environment
         that encourages all employees to develop their talents, exercise
         creativity and achieve superior performance. We will keep our
         compensation programs at fair and competitive levels and provide our
         employees with the training and resources they need to do their jobs.
         Decisions about hiring and promotion are based on the person's
         qualifications, performance and responsiveness to Coram's needs.

         3. SERVICE
         We will constantly evolve as a service organization, finding new ways
         to improve outcomes, contribute to patient convenience and comfort, and
         reduce the cost of care. We continually improve the quality of care we
         provide, measured in terms of clinical outcomes and patient
         satisfaction. We view responding to the changing needs of the patients
         and customers as our primary source of new opportunities.

         4. PARTNERSHIP
         To fulfill our mission, we work in partnership with patients, families,
         physicians, insurers, managed care organizations, hospitals, health
         systems and other health-care providers. We seek to build relationships
         of mutual trust and cooperation with individuals and organizations that
         share our goals and values. We achieve our goals by helping them
         achieve their goals.

         5. VALUE
         We recognize our duty to be responsible stewards of the resources that
         have been entrusted to us. We strive to provide high-quality products
         and services in a cost-effective manner, providing exceptional value to
         our patients and customers. We are also committed to enhancing the
         value of the investments made by the owners of Coram - our
         shareholders. We will aggressively pursue profitable growth
         opportunities by enhancing current lines of business and by developing
         new lines of business consistent with our mission.

         6. ETHICS
         In Latin, Coram means "together, openly, face-to-face." We are
         committed to open, direct and ethical relationships with the people we
         serve - our patients, our partners in


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         health-care delivery, and our fellow employees. We observe the
         strictest legal, ethical and regulatory standards. We will work
         constantly to earn the respect and trust of all parties we interact
         with by acting fairly and honestly.


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         Introduction to the Standards of Conduct

         We are committed to excellence in patient care and to delivering care
         in an ethical and professional manner.

         The Standards of Conduct are intended as a guide to meet these
         commitments:

         o Provide high-quality care to patients
         o Operate at all times as a good corporate citizen, in full compliance
           with all applicable laws and regulations
         o Ensure complete accuracy and integrity in all billing and coding
           practices and in the filing of all claims
         o Conduct business with all parties in accordance with high moral and
           ethical standards
         o Avoid conflicts between our private interests and professional
           responsibilities
         o Maintain proper stewardship over physical and intellectual property
           and proprietary information belonging to Coram
         o Protect and support our human resources

         All employees and staff must observe the Standards of Conduct. No one,
         regardless of position, will be allowed to compromise Coram's adherence
         to these Standards. Failure to comply with these Standards is a serious
         matter that may lead to disciplinary action up to, and including,
         termination.

         The Standards of Conduct are part of a "living document" which is
         updated periodically to respond to changing conditions. The Standards
         of Conduct are designed to provide general guidance and do not replace
         Coram's Policies and Procedures. In seeking more specific guidance and
         direction, employees are encouraged to refer to Coram's Policies and
         Procedures Manuals.

         If there are any questions about these Standards or about any Coram
         policies or practices, address them with a supervisor or with the human
         resources staff. Supervisory staff have been charged with a special
         obligation to be available and responsive to employees and staff when
         questions arise about adherence to the Standards. If you are not
         satisfied with the response received from the management staff
         concerning applications of the Standards, you are encouraged to
         continue raising your concerns to the highest levels of Coram
         management.

         Employees who have concerns about illegal or unethical conduct or
         violations of the Standards of Conduct or Coram Policies and Procedures
         are encouraged to call the Coram Compliance Hotline at 800.823.2122.
         Callers may remain anonymous. All calls will be treated confidentially
         to the limit of the law.

         The Standards of Conduct are not and may not be construed as a contract
         of employment or any other type of contract. Employment with Coram at
         all times is "at will," and either the employee or Coram has the right
         to terminate the employment relationship at any time.


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         Quality of Care

         1.   We are committed to provide high-quality care to patients and to
              provide products and services in a responsible, reliable and
              appropriate manner.

         CONDUCT STANDARD NO. 1

         o We shall respect the patient's dignity, comfort and convenience and
           will treat each patient with consideration, courtesy and respect.
         o We shall employ professionals with the proper credentials, experience
           and expertise to meet the needs of our patients.
         o We are responsible, at every level of the organization, for
           maintaining the integrity and quality of our job performance.
         o Patients have the right to choose their home health provider and to
           receive a timely response to their questions regarding their home
           health service.
         o Patients have the right to receive information regarding Coram's
           polices, procedures and charges and to know the identity and
           qualifications of all Coram personnel who provide home health
           services to them.
         o Patients have the right to receive appropriate, high-quality home
           care services without discrimination due to their race, creed,
           gender, national origin, sexual orientation, disability or age.
         o We shall not ignore any deficiency or error and shall ensure that all
           such matters are brought to the attention of those who can properly
           assess and resolve the problem.
         o We shall give employees specific, clear information regarding the
           expected practices to be followed when caring for, assessing and
           teaching patients; compounding drugs; transporting drugs, equipment
           or hazardous wastes; or performing any procedure that may place the
           patient, employee or others at risk of infection or harm.
         o We have the duty to provide patients with medical services and
           products that are safe and that comply with all applicable laws,
           regulations and professional standards.
         o Only licensed/credentialed employees shall conduct clinical
           assessments or provide treatment services.
         o We shall consider the safety and security of patients and employees
           in all our activities. We shall perform our work in a manner so that
           no harm is caused to patients, employees, or others.


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         Compliance With Laws and Regulations

         2.   We shall operate our health-care enterprises in accordance with
              all applicable laws and regulations and in a manner that is
              sensitive to the needs and justifiable expectations of the various
              publics we serve. These publics include patients, health-care
              providers, fellow employees, shareholders, contractors, suppliers,
              lenders and governmental entities.

         CONDUCT STANDARD NO. 2

         o We shall conform and comply with all applicable laws, regulations,
           standards and compliance requirements of government.
         o We shall not pursue any business opportunity that requires engagement
           in unethical or illegal activity.
         o We do not pay physicians, other health-care professionals, or others
           for patient referrals. Fraud, kickbacks, bribes, or flow of any kind
           of benefits intended to inappropriately induce patient referrals are
           strictly prohibited. Company-sanctioned sales incentives are not
           included in this category and are not intended to inappropriately
           induce patient referrals.
         o Contract payments or other benefits provided to clinicians and
           referral sources must be for the services, and at the rates called
           for, in the contract with them and must be specifically approved by
           legal counsel. Every payment must also be supported by proper
           documentation that the services contracted for were, in fact,
           provided.
         o No employee is authorized to enter into any joint venture,
           partnership or other risk-sharing arrangement with any entity that is
           a potential or actual referral source unless the arrangement has been
           reviewed and approved by Coram legal counsel.
         o Employees who perform billing and coding shall take every reasonable
           precaution to ensure that their work is accurate, timely and in
           compliance with Coram policies, government laws and regulations.
         o We shall maintain complete and thorough records of patient
           information to fulfill those requirements set forth in Coram
           policies, accreditation standards and all applicable laws and
           regulations.
         o We shall respect and protect the confidentiality of patient records
           and other personal information. We have a duty to protect proprietary
           and confidential information that comes into our possession as a
           result of our employment with Coram.
         o All drugs and/or other controlled substances used in the treatment of
           patients shall be maintained, dispensed, and transported in
           conformance with all applicable laws and regulations.
         o We shall comply with all laws and regulations concerning handling and
           disposal of hazardous waste and with all other applicable
           environmental laws and regulations.
         o We shall promptly report to appropriate levels of management when we
           have reason to believe that a violation of law, regulation, Coram
           policy, or the Standards of Conduct has occurred.


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         Ethical Business Practices

         3.   We shall conduct business with all parties including employees,
              health-care professionals, vendors and payors in accordance with
              high moral and ethical standards.

         CONDUCT STANDARD NO. 3

         o We shall establish and maintain positive relationships with payor
           sources by negotiating treatment benefits in good faith, maintaining
           ongoing communication about patient progress and billing. Our pricing
           shall be fair and competitive.
         o We shall handle and report all provider, patient, and proprietary
           information accurately and honestly.
         o We shall protect Coram's patient and proprietary information; such
           information may not be used for personal gain or gain by others.
         o We shall not, without permission, use or reveal any confidential
           information concerning Coram or use, for personal gain, confidential
           information obtained as an employee of Coram.
         o No one employed by or associated with Coram should be required to
           subordinate his or her professional standards, judgment or
           objectivity to any individual. Significant differences of opinion in
           professional judgment should be referred to appropriate management
           levels for resolution.
         o We shall be honest and forthright in any representations made to
           patients, vendors, payors, other employees and the community.
         o All reports or other information required to be provided to any
           federal, state, or local government agency shall be filed timely and
           accurately and shall conform to applicable laws and regulations
           governing such reports or information.
         o We shall perform our duties in a manner that will promote public
           trust.
         o All patients admitted to our care shall receive optimum,
           cost-effective care regardless of payor source or level of
           reimbursement.
         o We are subject to a duty of confidentiality for any information that
           comes into our possession or knowledge as a result of our employment
           with Coram (such as employee records, patient information, and salary
           information, among other items.)
         o We shall demonstrate honesty, integrity and fairness in the
           performance of our duties.
         o We shall report any practice or condition that may violate any law,
           rule, regulation, safety standard, company policy, or the Standards
           of Conduct to appropriate levels of management.


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         Conflicts of Interest

         4.   We shall refrain from and avoid conflicts or appearance of
              conflicts between our private interests and our responsibilities
              as Coram employees.

         CONDUCT STANDARD NO. 4

         o We shall avoid engaging in any activity, practice or act that
           conflicts with the interests of Coram or its patients. Situations
           that would create an actual or apparent conflict of loyalty or
           interest must be avoided. Actions that have the potential to create a
           conflict of interest must be disclosed and approved in advance by
           appropriate higher authority.
         o We shall not engage in any outside employment that interferes with
           our ability to adequately perform our duties at Coram. Placing
           business with any firm in which there is a family relationship or
           hiring or having a reporting relationship with relatives may
           constitute a conflict of interest. Advance disclosure and approval
           are required in such a situation.
         o Investment in any organization that is a potential competitor,
           supplier or customer of Coram requires prior written approval. An
           exception is granted for an investment in stock purchased on a public
           exchange that constitutes less than one percent of the total
           outstanding stock of the issuing corporation.
         o We shall not become involved, directly or indirectly, in outside
           commercial interests that could improperly influence our actions.
           This would include being an officer, director, manager, employee, or
           consultant of a potential competitor, customer or supplier of Coram.
           An exception may be granted for employees classified as per-diem.
         o Employees shall avoid accepting or providing benefits that could be
           seen as creating conflict between their personal interests and
           Coram's legitimate business interests. This includes accepting
           expensive meals, gifts, refreshments, transportation, or
           entertainment provided or received in connection with the job.
         o We shall not accept gifts provided in connection with employment that
           exceed $35 in value unless reported and approved in writing. Those
           gifts exceeding $100 must be assigned or turned into the company.
           Gifts of nominal value, such as meal and entertainment courtesies,
           are not hereby prohibited but should comply with standard company
           policy.
         o Gifts and benefits to clinicians or referral sources are not
           appropriate; however, occasional noncash gifts that are limited to
           reasonable meal expenditures or entertainment or that are of nominal
           value ($35) are not expressly prohibited.
         o We shall not use or share inside information that is not otherwise
           available to the general public for any manner of direct or indirect
           personal gain or other improper use.
         o We shall refrain from entering Internet stock chat rooms to discuss
           any business-related activity of the company that is not otherwise
           public information.
         o We shall report any potential conflicts of interest - concerning
           ourselves or our family members - to the appropriate level of
           management in accordance with Coram Policies and Procedures.


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         Protection of Property

         5.   We are committed to protecting Coram's assets and those assets of
              others entrusted to us, including physical property and
              proprietary information against loss, theft and misuse.

         CONDUCT STANDARD NO. 5

         o We shall be personally responsible and accountable for the proper
           expenditure of Coram funds and for the proper use of company
           property.
         o We shall obtain approval by the appropriate authority, as provided in
           policy and procedure manuals, prior to commitment or expenditure of
           any Coram funds.
         o We shall apply due diligence and care to minimize the generation,
           discharge and disposal of medical waste or other company hazardous
           materials.
         o We shall follow established internal control procedures in handling
           and recording all funds and property.
         o We have a duty to preserve Coram's assets, property, facilities,
           equipment and supplies.
         o We shall not make personal or other improper use of Coram resources
           or patient resources or permit others to do so.
         o We shall dispose of surplus, obsolete or junked property in
           accordance with Coram Policies and Procedures. Unauthorized disposal
           of property is a misuse of assets.
         o We have a clear obligation to productively use the time that is paid
           for by Coram.
         o We are permitted only authorized use of computer systems, networks
           and software and are expected to take all reasonable steps to protect
           computer systems and software from unauthorized access or intrusion.
         o We are permitted to utilize company electronic mail for business
           purposes only and we are expected to take all reasonable steps to
           protect such usage.
         o Any improper financial gain to the employee through misconduct
           involving Coram property or a client's property is prohibited,
           including the outright theft of property, embezzlement of money, or
           the use of money belonging to Coram or its clients for anything other
           than an authorized purpose.
         o We shall exercise due diligence and care to protect Coram's
           intellectual property from unauthorized use or exploitation and shall
           protect the intellectual property rights of others with the same
           respect and care as our own.
         o We shall ensure that drugs and other pharmaceuticals are safely
           stored, secured and inventoried. Missing supplies shall be promptly
           reported to supervisors.
         o We shall report any observed misuse of Coram property to appropriate
           management.
         o We shall not permit solicitation, vending or distribution in work
           areas at any time and in non-work areas during scheduled work hours.
           Employees and non-employees may not distribute, solicit or vend on
           company premises at any time without the express written approval of
           the human resources, legal or compliance departments.


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         Proper Consideration of Human Resources

         6.   We are committed to valuing and supporting our employees.

         CONDUCT STANDARD NO. 6

         o We shall show proper respect and consideration for each other,
           regardless of position or station. Discriminatory treatment,
           harassment, abuse or intimidation of any type will not be tolerated.
         o We realize the importance of providing quality patient care through
           the use of qualified, competent staff. Therefore, we will provide
           training to our employees and support for continued professional
           development to ensure that we carry out our duties in a professional
           manner.
         o All supervisors and managers shall strive to maintain a nonpolitical
           work environment and shall ensure that applicants and employees are
           afforded equal employment and advancement opportunities regardless of
           race, gender, age, disability, creed, sexual orientation and/or
           national origin.
         o We shall conform to the standards of our professions and exercise
           judgment and objectivity in the performance of our duties. Any
           differences of opinion in professional judgment should be referred to
           appropriate management levels for resolution in accordance with
           standard grievance procedures.
         o Work and safety rules were created to protect the well being of our
           employees and business. We shall all comply with those rules.
         o We shall ensure that employees are afforded equal pay for equal work
           regardless of race, gender, age, disability, creed, sexual
           orientation and/or national origin.
         o We shall ensure that Coram Policies and Procedures are followed in
           the performance of our duties.
         o We shall conform to the Coram policy of maintaining a working
           environment free from all forms of sexual harassment or intimidation.
           Unwelcome sexual advances, requests for sexual favors, and other
           verbal or physical conduct of a sexual nature are serious violations
           of the Standards of Conduct and will not be condoned or permitted.
         o We shall maintain a drug-free workplace. We shall not tolerate on the
           premises or while on duty, the manufacture; dispensation; possession;
           distribution; or use of, or being under the influence of, illegal
           drugs (including the use of unauthorized alcohol).
         o We shall not permit any action of retaliation or reprisal to be taken
           against an employee who reports a violation of law, regulation, Coram
           policy or Standards of Conduct.


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         Billing and Coding Integrity

         7.   Employees shall promptly report any transaction that is not
              recorded in compliance with Coram's Policies and Procedures to
              the Legal or Compliance departments or the President

         CONDUCT STANDARD NO. 7

         o We shall maintain honest and accurate records of all our activities
           at all times.
         o We are committed to accurate and truthful billing to clients and/or
           third-party payors and will not misrepresent charges to, or on behalf
           of, a client.
         o We shall not bill for any services or supplies provided to a patient
           without a verified physician order.
         o We shall ensure that all claims submitted for payment are for
           services supported by medically necessary documentation. We shall not
           file a claim for services that were rendered without the appropriate
           medically necessary documentation.
         o We shall not submit any claim that contains any kind of false,
           fraudulent, inaccurate, incomplete or fictitious statement. Examples
           of improper or illegal billing and coding practices include
           "upcoding" and "unbundling." Upcoding is the process of changing a
           code to increase the reimbursement for a particular medical procedure
           even though available evidence suggests another code with a lower
           reimbursement value is more appropriate. Unbundling is the process of
           billing for separate components of one medical procedure.
         o We shall not file a claim for services that were not rendered at all
           or were not rendered as described on the claim form.
         o We shall establish and maintain lawful and positive relationships
           with payor sources by negotiating treatment benefits in good faith,
           maintaining ongoing communication about patient progress, and billing
           accurately. Our pricing shall be fair and competitive.
         o Employees shall ensure that all payments and other transactions are
           properly authorized by management and properly documented in Coram's
           books and records.
         o We shall report any submission of claims for payment or reimbursement
           of any kind that are known to be false, fraudulent, inaccurate,
           incomplete or fictitious. If an employee becomes aware of an improper
           or inaccurate bill, it shall be reported to the appropriate authority
           immediately for resolution.
         o We shall promptly refund any money received that is not due to Coram.
         o We shall bill only for services actually rendered and fully
           documented in the patients' medical records, using billing codes that
           accurately describe the services provided.
         o We shall take immediate steps to alert management of any inaccuracies
           discovered in bills that have been submitted. For any billing
           inaccuracies discovered, management has the responsibility to ensure
           that the bills are corrected and that the payor is notified.


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         The Coram Compliance Program

         Coram Healthcare and its employees are committed to perform all
         business activities in compliance with applicable laws and in
         conformance with high ethical standards. To reinforce this commitment,
         Coram's Compliance Program was established with the following
         objectives:
         o Heighten awareness of compliance and ethics issues
         o Provide employees with avenues for addressing compliance and ethics
           issues
         o Oversee the activities of Coram and its employees regarding
           compliance with laws, regulations, company policies and the Standards
           of Conduct
         o Provide mechanisms for prevention, detection and correction of
           improper conduct
         o Provide feedback to company management regarding the effectiveness of
           the program

         The Compliance Program is designed as an integral part of a "top-down"
         structure that begins with the President and the Board of Directors and
         flows through the chain of command to all employees. The Compliance
         Committee of the Board of Directors oversees Coram's activities with
         respect to issues of compliance and ethics to ensure that high
         standards of business, medical, legal and personal ethics are met
         within Coram. The Executive Compliance Steering Committee is a group
         comprised of several members of Coram's Senior Management Team; the
         committee provides policy guidance to the Compliance Program. The
         Senior Vice President for Corporate Compliance is responsible for
         implementing all necessary actions to achieve the objectives of the
         Compliance Program, including oversight of compliance-related training
         programs, assessment and review of potential compliance issues, and
         enforcement of the Standards of Conduct and company policies.

         RESOLUTION OF EMPLOYEE PROBLEMS AND CONCERNS
         Positive employee relations and morale can best be achieved and
         maintained in a working environment where there is ongoing and open
         communication among supervisors and their employees. This includes open
         candid discussions of employee problems and concerns. Coram encourages
         its employees to express their concerns and opinions on any issue
         regarding potential violations of law, regulations, Coram Policies and
         Procedures, or the Standards of Conduct. Toward that end, it is Coram's
         policy to provide a workplace in which employees can express problems,
         concerns and opinions without fear of retaliation or reprisal. Human
         Resources policies provide a similar avenue for employees to express
         problems, concerns or opinions about conduct or performance.

         Employee concerns regarding any issue should be addressed to management
         per the following chain of command: (a) immediate supervisor; (b)
         department manager; (c) branch manager; (d) regional manager; (e) area
         vice president; (f) corporate vice president and, at any time during
         this process; (g) human resources representative. If employees feel
         constrained or uncomfortable addressing any level of management listed
         above, they may address their concerns directly to the next highest
         level of management. Managers and supervisors have an obligation to be
         receptive to employee concerns, to explore options for resolving those
         concerns, and to ensure that no action of retaliation or reprisal is
         taken against any employee for voicing a concern.

         THE CORAM COMPLIANCE HOTLINE
         Coram recognizes that there may be times when employee concerns cannot
         be properly addressed through the normal chain of command. In such
         circumstances, employees are

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         encouraged to report their concerns to the Senior Vice President for
         Corporate Compliance. Coram has initiated a toll-free Hotline for this
         purpose. The Coram Compliance Hotline number is 800.823.2122. The
         Hotline staff is available to take calls 24 hours a day, 7 days a week
         excluding holidays. Employees may call the Hotline to report any
         violation of law, regulation, company policy, or the Standards of
         Conduct.

         Calls to the Coram Compliance Hotline will not be traced or recorded.
         All callers to the Hotline are encouraged to remain anonymous. If
         callers choose to identify themselves, their confidentiality will be
         protected to the extent permitted by law. No action of retaliation or
         reprisal shall be taken against any employee for calling the Hotline to
         make a report, complaint or inquiry. However, calls to the Hotline do
         not protect callers from appropriate disciplinary action regarding
         their own performance or conduct.

         The Compliance office will thoroughly review, evaluate and respond to
         allegations of wrongdoing, concerns, and/or inquiries made to the
         Hotline in an impartial manner. The Compliance office will respect and
         protect the rights of all employees, including any employee who is the
         subject of a Hotline complaint. To this end, all allegations will be
         thoroughly investigated and verified before any action is taken.
         Furthermore, any disciplinary action or other response resulting from a
         call will be held in confidence by the Coram Compliance Hotline staff.

         REPORTING COMPLIANCE ISSUES
         Coram's Policies and Procedures communicate Coram's commitment to
         comply with the law. Our ongoing success in achieving this goal depends
         on each employee seeking advice from the Compliance and/or Legal
         departments before problems occur and reporting facts and incidents
         that raise compliance issues.

         In every employee's day-to-day job activities, we observe the way Coram
         conducts its business activities. Every employee has the opportunity to
         observe whether our business is being conducted in a way that meets our
         commitment to comply with the law.

         Violation of the law, company policy or Standards of Conduct for any
         purpose is unauthorized and unacceptable. Good intentions do not
         justify improper conduct.

         If an employee becomes aware of facts suggesting that others are not
         complying with the law or Coram's policies, the employee has an
         obligation to report those facts to a supervisor.
         o Managers and supervisors, in turn, are responsible to seek prompt
           guidance concerning possible compliance issues observed by or
           reported to them.
         o If employees feel constrained or uncomfortable addressing any level
           of management as listed on page 13, they may address their concerns
           directly to the next highest level of management.
         o Finally, if an employee feels that it is appropriate, the employee
           may use the confidential reporting system as described herein.

         We cannot give you a hard-and-fast rule for the level of suspicion that
         is required before you have an obligation to report. There is no
         substitute for good judgment. You certainly should have some reasonable
         belief that a violation has occurred. Our Compliance Program does not
         require you to seek out violations and, in any case, you should not
         conduct your own investigation.


<PAGE>


         Under the program, if you make a report through any channel we have
         identified here, you have no further obligation other than to cooperate
         in any investigation that may be triggered by your report.

         SPECIAL NOTE TO MANAGERS AND SUPERVISORS
         You have a fundamental responsibility to seek prompt guidance
         concerning possible compliance issues observed by you and reported by
         your employees. Your obligation is to seek sufficient guidance to
         determine whether a violation of law or this compliance policy has
         occurred. If you determine that the report is unfounded, you may decide
         to do nothing further. If you determine that the report has a basis,
         follow the procedures established by the Compliance Program.

         Any attempt at intimidation, retaliation or revenge against anyone who
         reports suspected criminal conduct is a violation of company policy and
         will result in disciplinary action up to and including termination.

         WHEN A COMPLIANCE ISSUE IS REPORTED
         Coram's Compliance Program objectives are prevention, detection and
         response to any criminal offenses that might occur. When a compliance
         issue is reported, the Senior Vice President for Corporate Compliance
         or his/her designee will conduct an immediate investigation. If
         unlawful conduct is detected, Coram will take immediate steps to stop
         that conduct. Federal, state, and/or local authorities will be notified
         promptly when required by law.

         Employees should immediately report to the Compliance or Legal
         department all inquiries from governmental authorities concerning
         suspected criminal conduct. Prompt measures should be taken to preserve
         documents and other items relevant to the investigation. It is a
         violation of Coram policy to conceal an offense or to alter or destroy
         evidence.

         DISCIPLINE
         Because our employees know and follow company policy, Coram strives to
         maintain an excellent record of compliance with the law. Occasionally,
         however, people act unwisely and Coram must respond to a violation of
         policy or the law. When this occurs, Coram will enforce its compliance
         standards through discipline, including termination, when appropriate.
         Those subject to discipline are:
         o employees who willfully and intentionally violate the law and/or
           Coram's compliance policies;
         o employees who knowingly fail to report a violation of law or
           compliance policy by other employees or agents as provided in this
           policy; and
         o employees who willfully fail to detect an offense for which they have
           compliance responsibility.

         The nature of the discipline will be determined by: the nature and
         severity of the offense; the availability of compliance materials and
         programs relating to the relevant laws; and efforts by those involved
         obtaining counsel prior to the offense. Furthermore, Coram fosters
         self-reporting by employees in incidences where employees acted
         reasonably and made a justifiable mistake.


<PAGE>


         CONCLUSION
         The Compliance Program described in this handbook has been developed to
         formalize Coram Healthcare's policy of compliance with laws applicable
         to its operations.

         This program is not a one-time effort. It is an ongoing process that
         will change and develop further over time in response to experience,
         new criminal laws, and other external changes that cannot be foreseen.

         Criminal laws apply to all phases of Coram's operations and are
         becoming increasingly pervasive. The consequences for both individuals
         and companies who fail to comply with applicable laws are severe.

         Coram's commitment to obey the law is not new. It is ingrained in our
         integrity value, which codifies our employees' efforts to do the right
         thing. The Compliance Program reflects the joint responsibility of
         Coram and each employee to comply with the law; it is structured to
         provide everyone with the information necessary to do so.

         This handbook is a summary and is not intended to be a comprehensive
         briefing on the law or to replace consultation with the Legal
         department on the legality of specific issues.



<PAGE>


         Do you know of a possible violation of the law?

         It is your obligation to report it.  Here are some of the options:
         o Discuss the issue with your supervisor
         o Phone the Coram Compliance Hotline at 800.823.2122
           (24 hours a day, 7 days a week excluding holidays)
         o Contact your Compliance Officer at 800.coramhc or by direct line at
           303.672.8732
         o Send a written report to:
                  Coram Healthcare
                  Senior Vice President, Corporate Compliance
                  Human Resource Department
                  1675 Broadway, Suite 900
                  Denver, CO 80202
                  Fax (Secure) 303.672.8653


<PAGE>


         Corporate Compliance Officer
         1675 Broadway, Suite 900
         Denver, CO 80202
         800.267.2642

         We can assure you that there will be no action of retaliation or
         reprisal after reporting a problem to the Compliance Hotline.
<PAGE>

                          CORAM HEALTHCARE CORPORATION
     CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER(S) AND SENIOR FINANCIAL
                                    OFFICERS

Coram Healthcare Corporation's ("Coram") Cornerstones, Standards of Conduct and
Compliance Program (collectively the "Standards of Conduct") set forth Coram's
longstanding commitment to high quality service, compliance with laws and
regulations and ethical business practices. All Coram employees, including the
Principal Executive Officer(s), the Chief Financial Officer, the Principal
Accounting Officer and other senior financial officers, have received a copy of
the Standards of Conduct and it is their responsibility to understand the
Standards of Conduct and to govern their actions in accordance therewith, as
well as all applicable laws and regulations, and to help ensure that Coram
employees do the same.

Additionally, Coram adopted the following Code of Ethics specifically for the
Principal Executive Officer(s), Chief Financial Officer, Principal Accounting
Officer and all other senior financial officers (collectively, the "Financial
Officers").

         (A)      As set forth in Coram's Conduct Standard No. 4, the Financial
Officers will not engage in any activity, practice or act that conflicts with
the interests of Coram or its patients.

         (B)      The Financial Officers are responsible for full, fair,
accurate, timely and understandable disclosures in reports and documents that
Coram files with the United States Securities and Exchange Commission and in
other public communications.

         (C)      As set forth in Coram's Conduct Standard No. 2, the Financial
Officers shall comply with all applicable federal, state and local laws and
regulations in the performance of their duties for Coram.

         (D)      The Financial Officers shall ensure that: (i) Coram's
accounting records fairly and accurately reflect Coram's financial activities;
(ii) such records are supported by appropriate documentation in reasonable
detail; and (iii) transactions are recorded in the proper accounts in the proper
accounting period. Coram's accounting records shall not contain any false or
materially misleading information and all such records shall be maintained in
accordance with applicable laws and regulations and Coram's record retention
policies.

         (E)      The Financial Officers are responsible for Coram's internal
controls. The Financial Officers shall promptly report to Coram's General
Counsel, Chapter 11 Trustee for the bankruptcy estates of Coram and Coram, Inc.,
Disclosure Committee and the Audit Committee of the Board of Directors, as
applicable, any information that may come to their attention concerning: (1)
significant deficiencies (i.e., material weaknesses or reportable conditions) in
the design or operation of Coram's internal controls that could adversely affect
its ability to record and report financial information; (2) any fraud that
involves a Financial Officer or other Coram employee or agent who has a
significant role in Coram's financial reporting, disclosure control environment
or internal controls; (3) violations of this Code of Ethics; and (4) material
violations of the Standards of Conduct and applicable laws and regulations by a
Financial Officer or other employee or agent.

         (F)      A violation of this Code of Ethics will be viewed as a severe
disciplinary matter and may result in disciplinary action, up to and including
termination of employment with Coram. A violation of this Code of Ethics may
also constitute a violation of law and may result in civil and criminal
penalties for a Financial Officer, his or her supervisor or Coram.

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