EXHIBIT 14.1


                        PAXSON COMMUNICATIONS CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS


1.       GENERAL PHILOSOPHY

         The honesty, integrity and sound judgment of the employees, officers
and directors of Paxson Communications Corporation (the "Company") is essential
to the Company's reputation and success. This Code of Business Conduct and
Ethics (this "Code") governs the actions and working relationships of the
Company's employees, officers and directors with current and potential
customers, fellow employees, competitors, government and self-regulatory
agencies, the media, and anyone else with whom the Company has contact. These
relationships are essential to the continued success of the Company. This Code
is also intended to promote full, fair, accurate, timely and understandable
disclosure in reports and other documents that the Company files with, or
submits to, the Securities and Exchange Commission (the "Commission") and in
other public communications made by the Company.

2.       COMPLIANCE WITH LAWS

         All employees, officers and directors of the Company shall respect and
comply with all of the laws, rules and regulations of the United States and
other countries, and the states, counties, cities and other jurisdictions in
which the Company conducts its business or the laws, rules and regulations of
which are applicable to the Company. This Code does not summarize all laws,
rules and regulations applicable to the Company and its employees, officers and
directors. Please consult the Company's Human Resources Department and the
various guidelines that the Company has prepared on specific laws, rules and
regulations.

3.       CONFLICTS OF INTEREST

         All employees, officers and directors of the Company should be
scrupulous in avoiding a conflict of interest with regard to the Company's
interests. A "conflict of interest" exists whenever an individual's private
interests interfere or conflict in any way (or even appear to interfere or
conflict in any way) with the interests of the Company. A conflict situation can
arise when an employee, officer or director takes actions or has interests that
may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or a member of his or her family, receives improper personal benefits
as a result of his or her position in the Company, whether received from the
Company or a third party. Personal loans to, or guarantees of personal
obligations of, employees, officers and directors and their respective family
members may create conflicts of interest. Federal law prohibits personal loans
to directors and executive officers under certain circumstances.

         Conflicts of interest are prohibited as a matter of Company policy,
except under guidelines approved by the Board of Directors or committees of the
Board. Conflicts of interest


                                                                          Page 1
<PAGE>


may not always be clear-cut, so if an employee, officer or director has a
question, he or she should consult with higher levels of management, the
Company's Legal Department, or the Company's Human Resources Department. Any
employee, officer or director who becomes aware of a conflict or potential
conflict shall promptly bring it to the attention of his or her immediate
supervisor, the Company's Legal Department, or the Company's Human Resources
Department.

4.       CORPORATE OPPORTUNITY

         Employees, officers and directors are prohibited from (a) taking for
themselves personally opportunities that properly belong to the Company or are
discovered through the use of corporate property, information or position; (b)
using corporate property, information or position for personal gain; and (c)
competing with the Company. Employees, officers and directors owe a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.

         There are certain situations, however, in which an employee, officer or
director may accept a personal benefit from someone with whom that employee,
officer or director transacts business, such as:

         (i) Accepting a gift in recognition of a commonly recognized event or
         occasion (such as a promotion, new job, wedding, retirement or
         holiday). An award in recognition of service and accomplishment may
         also be accepted without violating these guidelines so long as the gift
         does not exceed $100 from any one individual in any calendar year.

         (ii) Accepting something of value if the benefit is available to the
         general public under the same conditions on which it is available to
         the employee, officer or director.

         (iii) Accepting meals, refreshments, travel arrangements and
         accommodations and entertainment of reasonable value in the course of a
         meeting or other occasion to conduct business or foster business
         relations if the expense would be reimbursed by the Company as a
         business expense if the other party did not pay for it.

         If any of these circumstances or other similar circumstances arise,
please discuss the situation with a disinterested supervisor and confirm that
your conduct is permitted prior to transacting the business in question.

5.       CONFIDENTIALITY

         Employees, officers and directors of the Company shall maintain the
confidentiality of confidential information entrusted to them by the Company or
parties with which the Company transacts business, except when disclosure is
authorized by the Company's Legal Department or required by laws, regulations or
legal proceedings. Whenever feasible, employees, officers and directors should
consult the Legal Department if they believe they have a legal obligation to
disclose confidential information. Confidential information includes all
non-public information,


                                                                          Page 2
<PAGE>

and all other information the disclosure of which might be harmful to the
Company or parties with which the Company transacts business, including, without
limitation, information that could (i) be of use to competitors of the Company,
(ii) have an adverse effect on the Company's business relationships or otherwise
adversely affect the reputation or perception of the Company in the business,
financial or investment community, (iii) impair the value of any of the
Company's assets, or (iv) expose the Company to legal claims, regulatory actions
or other forms of liability. Employees, officers and directors shall not share
confidential information with anyone outside of the Company, including family
and friends, or with other employees who do not need the information to carry
out their duties. Employees, officers and directors remain under an obligation
to keep all information confidential even if employment with the Company ends.
All public and media communications involving the Company shall be handled
exclusively by the Company's Publicity Department.

6.       RECORD KEEPING

         All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law or
regulation and authorized by the Company's Accounting Department. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult the Company's Legal Department.

7.       FAIR DEALING

         Each employee, officer and director shall deal fairly with the
Company's customers, suppliers, competitors, officers, directors and employees.
No employee, officer or director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair dealing or practice. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited.
Employees must disclose prior to or at their time of hire the existence of any
employment agreement, non-compete or non-solicitation agreement, confidentiality
agreement or similar agreement with a former employer that in any way restricts
or prohibits the performance of any duties or responsibilities of their
positions with the Company. Copies of such agreements should be provided to the
Company's Human Resources Department to permit evaluation of the agreement in
light of the employee's position. In no event shall an employee use any trade
secrets, proprietary information or other similar property, acquired in the
course of his or her employment with another employer, in the performance of his
or her duties for or on behalf of the Company.


                                                                          Page 3
<PAGE>


8.       FOREIGN CORRUPT PRACTICES ACT

         The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to foreign government officials or foreign
political candidates in order to obtain or retain business. Each employee,
officer and director is strictly prohibited from making illegal payments to
government officials of any country. In addition, the U.S. government has a
number of laws and regulations regarding business gratuities which may be
accepted by U.S. government personnel. The promise, offer or delivery to an
official or employee of the U.S. government of a gift, favor or other gratuity
in violation of these rules would not only violate Company policy but could also
be a criminal offense. State and local governments, as well as foreign
governments, may have similar rules. The Company's Legal Department can provide
guidance to employees, officers and directors in this area.

9.       INSIDER TRADING

         Employees, officers and directors of the Company shall not purchase or
sell, or engage in any other transactions with respect to, the Company's
securities except in strict accordance with the Company's Insider Trading
Policy. Further, under applicable law, employees, officers and directors who
have access to or knowledge of confidential or non-public information from or
about the Company are generally not permitted to buy, sell or otherwise trade in
the Company's securities, whether or not they are using or relying upon that
information. This restriction extends to sharing such information with others
and tipping others about such information, especially since the individuals
receiving such information might utilize such information to trade in the
Company's securities. Company employees, officers and directors are directed to
the Company's Insider Trading Policy if they have questions regarding the
applicability of such insider trading prohibitions.

10.      PROTECTION AND PROPER USE OF COMPANY ASSETS

         All employees, officers and directors shall protect the Company's
assets and ensure their efficient and proper use. Theft, carelessness, and waste
have a direct impact on the Company's profitability. All Company assets should
be used for legitimate business purposes. Permitting Company property (including
data transmitted or stored electronically and computer resources) to be damaged,
lost or used in an unauthorized manner is strictly prohibited. Employees,
officers and directors shall not use corporate or other official stationary for
personal purposes.

11.      ACCOUNTING COMPLAINTS

         The Company's policy is to comply with all applicable financial
reporting and accounting regulations applicable to the Company. If any employee,
officer or director of the Company has concerns or complaints regarding
questionable accounting or auditing matters of the Company, then he or she is
encouraged to submit those concerns or complaints (anonymously, confidentially
or otherwise) to the Audit Committee of the Board of Directors. Company
employees, officers and directors are directed to the Company's Statement of
Policies and Procedures Concerning the Submission, Receipt, Retention and
Treatment of Complaints and Concerns Regarding Accounting, Internal Accounting
Controls, and Auditing Matters.


                                                                          Page 4
<PAGE>

12.      PUBLIC COMPANY REPORTING

         As a public company, it is of critical importance that the Company's
filings with the Commission be accurate and timely. Depending on his or her
position with the Company, an employee, officer or director may be called upon
to provide necessary information to assure that the Company's public reports are
complete, fair and understandable. The Company expects employees, officers and
directors to take this responsibility very seriously and to provide prompt
accurate public statements to the public and the Commission, including answers
to inquiries related to the Company's public disclosure requirements.

         No employee, officer or director of the Company shall take any action
that could reasonably be expected to cause the disclosure by the Company, in
reports and other documents that the Company files with, or submits to, the
Commission, or in other public communications made by the Company, not to be
fair, accurate, timely and understandable.

13.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and, when in
doubt, about the best course of action in a particular situation. Employees,
officers and directors who are concerned that violations of this Code have
occurred or may occur or that other illegal or unethical conduct by employees,
officers or directors of the Company has occurred or may occur should either
contact their immediate supervisor. If they do not believe it appropriate or are
not comfortable approaching their supervisor about their concerns or complaints,
then they may contact the Company's Legal Department, the Company's Human
Resources Department, or the Audit Committee of the Board of Directors. If their
concerns or complaints require confidentiality, including keeping their identity
anonymous, then this confidentiality will be protected, subject to applicable
law, regulation or legal proceedings.

14.      NO RETALIATION

         The Company will not permit retaliation of any kind by or on behalf of
the Company or its employees, officers and directors against good faith reports
or complaints of violations of this Code or other illegal or unethical conduct.

15.      OUTSIDE BUSINESS RELATIONSHIPS

         Before agreeing to act as a director, officer, consultant, or advisor
for any other business organization, an employee, officer or director of the
Company shall notify his or her immediate supervisor (or, in the case of a
director or senior executive officer, the Board of Directors). Directors should
disclose all new directorships or potential directorships to the Chairman of the
Board of Directors in order to avoid any conflicts of interest and to maintain
independence.

         The Company encourages civic, charitable, educational and political
activities as long as they do not interfere with the performance of the duties
of an employee, officer or director at the


                                                                          Page 5
<PAGE>


Company. Each employee, officer or director shall contact his or her immediate
supervisor (or, in the case of a director or senior executive officer, the Board
of Directors) before agreeing to participate in any civic or political
activities that could unduly interfere with the performance of his or her duties
at the Company.

16.      ADMINISTRATION AND VIOLATIONS OF THE CODE OF BUSINESS CONDUCT AND
         ETHICS

         This Code shall be administered and monitored by the Company's Human
Resources Department. Any questions and further information on this Code should
be directed to this department. All managers and direct supervisors are
responsible for reviewing this Code with their subordinates each time a new
edition of this Code is published. The provisions of this Code will be included
in the Company Employee Handbook. The Employee Handbook shall be issued to all
new employees and officers at the time of employment and reissued to existing
employees and officers from time to time.

         Employees, officers and directors of the Company are expected to follow
this Code at all times. Generally, there should be no waivers of this Code. In
rare circumstances, however, conflicts may arise that necessitate waivers.
Waivers will be determined on a case-by-case basis by the Company's Human
Resources Department with the advice of the Company Legal Department. For
members of the Board of Directors and executive officers, however, the Audit
Committee of the Board of Directors shall have the sole and absolute
discretionary authority to approve any deviation or waiver from this Code. Any
waiver and the grounds for such waiver by directors or executive officers are
generally required to be promptly disclosed through the filing of a Current
Report on Form 8-K with the Commission and to be disclosed to stockholders in
the Company's annual Proxy Statement.

         After a possible known or suspected violation of this Code is brought
to the attention of the Company, the Company shall promptly perform an
investigation to the extent the Company deems necessary. If there is a violation
of this Code, the Company through its management and Board of Directors shall
deal with the violator swiftly in any manner as it may deem necessary, which may
include immediate termination of employment. The Company may also report the
conduct to the appropriate authorities.

17.      AMENDMENT, MODIFICATION AND WAIVER

         This Code may only be amended or modified by the Board of Directors,
subject to the disclosure and other provisions of the Securities Exchange Act of
1934, as amended, and the rules thereunder and the applicable rules of the
American Stock Exchange.

18.      CERTIFICATION
         All employees must certify their understanding of, and intent to comply
with, this Code of Business Conduct and Ethics. A copy of the certification that
all employees must sign is attached hereto.


                                                                          Page 6
<PAGE>


                                  CERTIFICATION


I certify that:

         1. I have read and understand the Company's Code of Business Conduct
and Ethics. I understand that the Company's Legal Department and the Company's
Human Resources Department are available to answer to any questions I have
regarding the Company's Code of Business Conduct and Ethics.

         2. I will comply with the Company's Code of Business Conduct and Ethics
for as long as I am subject to the policy.


Signature: ___________________________


Date:___________________


Print name:______________________



                                                                          Page 7