Exhibit
14.01









CODE OF
ETHICS AND CONDUCT FOR DIRECTORS, OFFICERS AND EMPLOYEES





It is the
policy of Hartcourt Companies, Inc., a Utah corporation and each of its
subsidiaries, (collectively, the "Company"), that the directors, officers and
employees of the Company adhere to the following principles governing their
professional and ethical conduct in the fulfillment of their respective
responsibilities:





1.  Each
director, officer and employee shall act with honesty and integrity and in an
ethical manner. Each director, officer and employee shall endeavor to deal
fairly with the Company's customers, suppliers, competitors and
employees.


2.  Each
director, officer and employee shall avoid conflicts of interest between his or
her personal, private interests and the interests of the Company and seek to
avoid the appearance of such conflicts of interest. A conflict of interest may
arise when an individual takes actions or has interests that make it difficult
to perform his or her Company work objectively and effectively, or when an
individual uses his or her position at the Company for improper personal
benefit.  Actual and potential conflicts of interest must be promptly
called to the attention of the Chief Executive Officer or Chief Financial
Officer of the Company. Any transactions or relationships of a director or
executive officer potentially involving any such conflict of interest shall be
prohibited except with the prior written consent of the Audit Committee of the
Company's Board of Directors.  Any such conflicts of interest or
potential conflicts of interest shall be resolved in an ethical manner with due
consideration being given to the legitimate interests of the
Company.


3.  Each
director, officer and employee shall perform his or her responsibilities and
duties in such a manner as to ensure that periodic reports required to be filed
with the Securities and Exchange  Commission and other public
communications made by the Company, including press releases and spoken
statements, contain information that is full, fair, accurate, timely and
understandable.


4.  Each
director, officer and employee shall comply with the laws of all U.S. and
non-U.S. governmental entities applicable to the Company, and the rules and
regulations of agencies having   jurisdiction over the Company,
including, but not limited to, the laws pertaining to insider trading of Company
securities.


5.  Each
director, officer and employee shall act in good faith, responsibly, with due
care and diligence, without misrepresenting or omitting material facts or
allowing his or her independent judgment to be compromised.


6.  Each
director, officer and employee shall respect the confidentiality of information
acquired in the course of the performance of his or her responsibilities, except
when authorized by persons with appropriate authority or legally obligated to
disclose such information. No director, officer or employee shall use
confidential information acquired in the course of the performance of his or her
responsibilities for improper personal advantage.  The prohibitions of
this paragraph are intended to be in addition to, and not in limitation of, any
other obligations of confidentiality a director, officer or employee owes to the
Company.


7.  Each
director, officer and employee shall proactively attempt to promote ethical
behavior among his or her subordinates and peers.


8.  Each
director, officer and employee shall use Company assets and resources employed
by or entrusted to him or her in a responsible manner for legitimate business
purposes and not for improper personal advantage.


9.  No
director, officer or employee shall exploit corporate opportunities or compete
with the Company.





Any
violation or potential violation of this code by a director or executive officer
should be promptly reported to the Chief Executive Officer or Chief Financial
Officer of the Company, who will report all such reported violations and
potential violations to the Audit Committee of the Board of Directors of the
Company. Any such violation or potential violation also may be reported directly
to the Audit Committee or any member thereof, or to any executive officer within
the Company that the person reporting deems to be appropriate.  There
will be no reprisals for reporting an actual or possible violation of this code
provided the reporting person is not a party to or responsible for (alone or
with others) the violation.  With respect to directors and executive
officers, the Audit Committee shall have the power and authority to monitor
compliance with this code, investigate potential or
alleged   violations of the code, make determinations (including
acting on requests for waivers from the provisions hereof) and make
recommendations to appropriate executive officers or to the Board of Directors
with respect to penalties and consequences for violations of this code. The
appropriate executive officers of the Company and, in the case of violations or
alleged violations by executive officers of the Company, the Board of Directors
of the Company are authorized to take appropriate disciplinary action, including
dismissal of the offender (after opportunity to be heard). If, in the
determination of the Board of Directors with the assistance of counsel, any
violation amounts to, or potentially amounts to, illegal activity, the Company
may report the violation to appropriate authorities.














Any
violation or potential violation of this code by an employee, other than a
director or executive officer, should be promptly reported to the Chief
Executive Officer or Chief Financial Officer of the Company or to any executive
officer within the Company that the person reporting deems to be appropriate.
Employees who violate this code may be subject to disciplinary action (after
opportunity to be heard).  It is also important to understand that
violation of certain of the policies set forth in this code may subject the
individual employee to civil liability and damages, regulatory sanction and/or
criminal prosecution.  There will be no reprisals for reporting an
actual or possible violation of this code provided the reporting person is not a
party to or responsible for (alone or with others) the violation.





Each
director and executive officer of the Company shall be required, on an annual
basis, to acknowledge and certify as to his or her compliance with this code to
the Audit Committee.





Any
waivers of this code for directors and executive officers of the Company must be
approved by the Board of Directors of the Company and must be promptly disclosed
(including the reasons for the waiver) in the Company's public filings in
accordance with law and SEC and Nasdaq rules.  In addition,
substantive amendments to this code must be promptly disclosed in the Company's
public filings in accordance with law and SEC rules.