Exhibit 14.01
                                  -------------


                      CORPORATE CODE OF ETHICS AND CONDUCT
                                       FOR
                      EMPLOYEES, DIRECTORS AND CONTRACTORS
                                       OF
                      COMMODORE APPLIED TECHNOLOGIES, INC.




1. General Policy

It is the policy of Commodore Applied Technologies  ("Applied" or the "Company")
to  conduct   business  in  compliance  with  all  applicable  laws,  rules  and
regulations.  Further,  it is our policy to conduct business with integrity.  We
make this commitment to our customers, to our partners, to our shareholders,  to
our  community,  to those  government  agencies  that regulate  Applied,  and to
ourselves.

Each Applied employee,  officer and director,  as well as agents and contractors
working on behalf of the  Company,  must work to comply  with the  policies  set
forth in this Code of Ethics and Conduct (the "Code").  All  employees,  officer
and directors should review this Code or summary materials issued in conjunction
with the Code, and make sure that these policies guide their actions. Because of
the complex and changing  nature of legal  requirements,  each member of Applied
must be constantly vigilant to ensure that their conduct complies with the Code.
If any  employee,  officer  or  director  becomes  aware  of an  issue  of legal
compliance  which is not  adequately  addressed in this Code,  you should notify
your supervisor or the Chief Financial Officer.

Applied takes compliance with laws,  regulations,  rules and the Code seriously.
Any  violation  of such will  result in  disciplinary  action.  Such  action may
include  an  oral  or  written  warning,  disciplinary  probation,   suspension,
reduction in salary, demotion, or dismissal from employment.  These disciplinary
actions also may apply to an employee's  supervisor  who directs or approves the
employee's  improper  actions  or is aware of  those  actions,  but does not act
appropriately to correct them or fails to exercise appropriate supervision.

If a question arises as to whether any action  complies with Applied's  policies
or applicable law, an employee, officer or director should present that question
directly to the Company's Chief Financial  Officer (the  "Compliance  Officer").
The  Compliance  Officer's  telephone  number (the  "Compliance  Line") is (212)
308-5800.  The Compliance  Officer may also be contacted at the following e-mail
address: j.deangelis150@commodore.com.  Concerns about violations of any part of
this Code made to the  telephone  number  may be made  anonymously.  Any  calls,
detailed notes and/or emails will be dealt with confidentially.  Simply ask your


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question  or give any  information  you may have.  In raising an issue,  you may
remain anonymous,  although you are encouraged to identify yourself.  Should you
choose to identify  yourself,  your  identity will be kept  confidential  to the
extent  feasible or  permissible  under the law.  All  employees,  officers  and
directors and agents of Applied have the  commitment of Applied and of the Audit
Committee of  Applied's  Board of  Directors  that they will be  protected  from
retaliation.  However,  Applied  reserves  the right to  discipline  anyone  who
knowingly makes a false accusation, provides false information to the Company or
has acted improperly.  Failure to report known or suspected  wrongdoing of which
any member of Applied  has  knowledge  may,  by itself,  subject  that person to
disciplinary action.

This Code generally  highlights some of the more important legal principles with
which employees,  officers and directors and agents are expected to be familiar.
The fact that this Code does not  specifically  reference other  applicable laws
(some of which may be  covered in other  Applied  policies),  does not  diminish
their importance or application.


2. Compliance with the Law

Applied  seeks  to  comply  with  all  applicable  government  laws,  rules  and
regulations. We need the cooperation of all employees, officers and directors to
do so and to bring lapses or violations to light.  While some regulatory schemes
may not carry criminal  penalties,  they control the licenses and certifications
that allow  Applied to conduct  its  business.  Applied's  continued  ability to
operate depends upon your help for compliance.

Some of the regulatory  programs which  employees may deal with in the course of
their duties include, but are not limited to, the following:

        o        Labor laws
        o        Occupational Safety and Health regulation
        o        Building, safety, and fire codes
        o        Wage and Hour Laws

3. Stocks

Because our stock is a publicly-traded  security,  certain activities of Applied
are subject to certain  provisions of the federal  securities  laws.  These laws
govern the  dissemination or use of information  about the affairs of Applied or
its subsidiaries or affiliates, and other information which might be of interest
to persons  considering  the  purchase or sale of our stock.  Violations  of the
federal  securities laws could subject you and the Company to stiff criminal and
civil  penalties.  Accordingly,  Applied does not sanction and will not tolerate
any conduct that risks a violation of these laws.

         a. Disclosure of Transactions in Company's Securities

The Securities and Exchange Commission ("SEC") requires continuing disclosure of
transactions  in the Company's  publicly traded  securities by the Company,  its
directors,  officers,  major shareholders and other affiliated  persons.  We are
committed to complying with obligations related this disclosure.

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         b. Insider Trading

It is illegal for any person,  either personally or on behalf of others,  (i) to
buy or sell securities while in possession of material nonpublic information, or
(ii) to communicate (to "tip") material nonpublic  information to another person
who  trades in the  securities  on the basis of the  information  or who in turn
passes the  information  on to someone  who  trades.  All  directors,  officers,
employees and temporary insiders,  such as accountants and lawyers,  must comply
with these "insider trading" restrictions. For more information,  please see the
Company's  "Insider  Trading  Policy," which is distributed to all employees and
directors annually.

4. Confidential Information

You may be entrusted with Applied's  confidential business information.  You are
required to safeguard  and use such  information  only for  Applied's  purposes.
Confidential  information  includes all non-public  information that might be of
use to competitors,  or harmful to Applied or its customers,  if disclosed.  You
are expected to maintain  the  confidentiality  of any and all such  information
entrusted  to  you  by  Applied  or  our  customers  or  partners.  Examples  of
confidential business information include, but are not limited to: the Company's
trade secrets,  business trends,  information on product  development  programs,
detailed sales and cost figures,  new product or marketing  plans,  research and
development ideas or information, manufacturing processes, and information about
potential acquisitions, divestitures and investments.

Failure to observe this duty of  confidentiality  may compromise our competitive
advantage  over  competitors  and may  additionally  result  in a  violation  of
securities,  antitrust  or  employment  law.  It  may  also  violate  agreements
providing for the protection of such  confidential  information.  You should not
discuss confidential Company information outside the Company, even with your own
family.

You may also possess  sensitive,  privileged  information about our customers or
partners.  These  parties  properly  expect that this  information  will be kept
confidential.  Applied  takes very  seriously  any  violation of a customer's or
partner's confidentiality and will not tolerate such conduct.



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5.  Special   Ethical   Obligations   For   Employees   With  Public   Reporting
Responsibilities

As a public  company,  we are also  committed  to  carrying  out all  continuing
disclosure  obligations in a full,  fair,  accurate,  timely and  understandable
manner.  Depending  on their  position  with  Applied,  employees,  officers  or
directors may be called upon to provide information to assure that the Company's
public reports are complete, fair and understandable. Applied expects all of its
personnel to take this  responsibility  very seriously and to provide prompt and
accurate  answers  to  inquiries  related  to the  Company's  public  disclosure
requirements.

The Accounting Department bears a special responsibility for promoting integrity
throughout the organization,  with  responsibilities to shareholders both inside
and outside of Applied. The Chief Executive Officer, the Chief Financial Officer
and other Accounting  Department personnel have a special role both to adhere to
these principles  themselves and also to ensure that a culture exists throughout
the Company as a whole that  ensures the fair and timely  reporting of Applied's
financial results and condition.

Employees,  officers and  directors  should  promptly  report to the  Compliance
Officer  and/or  the  Chairman  of the  Audit  Committee  any  conduct  that the
individual  believes  to be a  violation  of law or  business  ethics  or of any
provision of the Code, including any transaction or relationship that reasonably
could  be  expected  to  give  rise to such a  conflict.  Violations,  including
failures to report  potential  violations by others,  will be viewed as a severe
disciplinary matter that may result in personnel action,  including  termination
of employment.

6. Continuing Disclosure Obligations and Accuracy of Business Records

In order to support all our disclosure  obligations,  it is our policy to record
and report our factual information honestly and accurately.  Failure to do so is
a grave  offense and will  subject an  individual  to severe  discipline  by the
Company, as well as possible criminal and civil penalties.

Compliance with established accounting procedures,  Applied's system of internal
controls,  and  generally  accepted  accounting  principles  is necessary at all
times. In order to achieve such  compliance,  the Company's  records,  books and
documents must accurately reflect the transactions and provide a full account of
Applied's  assets,  liabilities,   revenues  and  expenses.  Knowingly  entering
inaccurate  or  fraudulent  information  into  Applied's  accounting  system  is
unacceptable and may be illegal. Any individual that has knowledge that an entry
or process is false and material is expected to consult the Compliance  Officer.
In addition,  it is the  responsibility  of each member of Applied to give their
cooperation to the Company's authorized internal and external auditors.

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Every  individual  should also be aware that almost all business  records of the
Company may become  subject to public  disclosure in the course of litigation or
governmental  investigation.  Records are also often obtained by outside parties
or the media.

Employees  should  therefore  attempt  to be as  clear,  concise,  truthful  and
accurate as possible  when  recording  any  information.  They must refrain from
making legal  conclusions or commenting on legal  positions taken by the Company
or others. They must also avoid  exaggeration,  colorful language and derogatory
characterizations  of people and their  motives.  Applied  will not tolerate any
conduct that creates an inaccurate impression of Applied's business operations.

7. Protection and Proper Use of Company Assets

Employees, officers and directors should protect the Company's assets and ensure
their efficient use. Theft,  carelessness  and waste have a direct impact on the
Company's  profitability.  All  Company  assets  should  be used for  legitimate
business purposes.

a. Computers, the Internet and Email

Everyone who works with the Company's  computer-based  resources is  responsible
for their appropriate use and protection from theft,  damage or loss.  Employees
should  take care to  understand  the  risks and  protect  and  ensure  that the
security  features  of  the   computer-based   resources  are  not  compromised.
Information  created,  transmitted  or accessed  on Company  networks is Company
property  and Applied  reserves  the right to monitor or restrict  access to it.
Individual  supervisors are responsible for ensuring Company  resources are used
productively or to enhance employees' skills and job performance.

Computer  software used in connection  with Applied's  business must be properly
licensed  and used  only in  accordance  with  that  license.  Using  unlicensed
software  could  constitute  copyright  infringement.  If an  employee  has  any
questions as to whether his or her use of computer  software is licensed,  he or
she should consult with the Company's Human Resource department.

The same level of care should be taken when using Applied's e-mail, internet and
voice mail systems as is used in written  documents.  For example,  confidential
information about Applied should not be disclosed on electronic bulletin boards,
in chat rooms or posted on an internet website.

8. Corporate Opportunities

Employees,  officers and directors are  prohibited  from (a) taking for yourself
personally  opportunities that you discover through the use of Company property,
information or position, (b) using Company property, information or position for
personal  gain,  and (c)  competing  with the Company.  An employee,  officer or
director owes a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.

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9. Fair Dealing

Employees,  officers  and  directors  should  endeavor  to deal  fairly with the
Company's customers, partners, suppliers,  competitors and employees. You should
not take unfair advantage of anyone through manipulation,  concealment, abuse of
privileged  information,  misrepresentation  of  material  facts,  or any  other
unfair-dealing practices.

10. Conflicts of Interest

Applied employees,  officers and directors should avoid all potential  conflicts
of interest or situations that give the appearance of such conflict of interest.
A conflict of interest  occurs when the private  interest of a Applied  employee
(or an  immediate  family or  household  member or someone with whom you have an
intimate relationship) interferes, in any way -- or even appears to interfere --
with the duties  performed by the Applied  employee or with the interests of the
Company as a whole. 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 work  objectively and  effectively.  Conflicts of interest 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.  Loans to, or guarantees of obligations of, such persons are of special
concern.

To this end, Applied's employees,  officers or directors may not be employed by,
act as a consultant to, or have an independent business relationship with any of
Applied's customers,  competitors or suppliers.  Nor may employees,  officers or
directors invest in any customer,  supplier,  or competitor  (other than through
mutual  funds or  through  holdings  of less than 1 percent  of the  outstanding
shares  of  publicly  traded   securities)  unless  they  first  obtain  written
permission from the Chief Executive  Officer.  Employees,  officers or directors
should not have other outside  employment or business  interests that place them
in the position of (i) appearing to represent  Applied,  (ii) providing goods or
services  substantially similar to those Commodore Applied Technologies provides
or is  considering  making  available,  or  (iii)  lessening  their  efficiency,
productivity,  or  dedication to Applied in performing  their  everyday  duties.
Employees,  officers and  directors  may not have an interest in or speculate in
anything  of value  which may be  affected  by  Applied's  business.  Employees,
officers or directors may not divulge or use Applied's confidential  information
-- such as financial data,  customer  information  and computer  programs -- for
their own personal or business purposes.

Any personal or business activities by an employee, officer or director that may
raise concerns along these lines must be disclosed to and approved in advance by
the  Compliance  Officer.  You should also obtain the approval of the Compliance
Officer when accepting a board position with a not-for-profit entity, when there
may be a Applied  business  relationship  with the entity or an  expectation  of
financial or other support from Applied.



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11. Gifts, Meals and Entertainment

         a. Entertainment and Gifts

Applied  recognizes that in some instances,  gifts and entertainment can provide
an entirely appropriate means of furthering a business relationship. However, no
employee, officer or director should accept or provide gifts of more than $50 in
connection with their business  dealings.  The offer or receipt of any such gift
over $50  should be  reported  immediately  to the  Compliance  Officer.  Normal
business  courtesies  involving no more than ordinary  amenities (such as lunch,
dinner,  a spectator event or a golf game) are permitted,  as are token non-cash
gifts of nominal value. The guiding principle and spirit of this code is that no
gift, favor or  entertainment,  whether a single event or a pattern of behavior,
should be accepted or provided if it will obligate,  or appear to obligate,  the
recipient.  If you are  uncertain  about the  propriety  of a gift,  you  should
contact the Compliance Officer for guidance.

         b. Relationships with Government Personnel

Separate  and more  stringent  gift,  meals,  and  entertainment  rules apply to
dealings  with  government  officials.  Federal  and  state  anti-kickback  laws
prohibit Applied and its representatives  from knowingly and willfully offering,
paying,  requesting  or  receiving  any  money or  other  benefit,  directly  or
indirectly,  in  return  for  obtaining  or  rewarding  favorable  treatment  in
connection  with the award of a  government  contract.  Any employee who becomes
aware  of any  such  conduct  should  immediately  report  it to the  Compliance
Officer.

The anti-kickback  laws must be considered  whenever something of value is given
or received by Applied or its  representatives  or affiliates that is in any way
connected to work performed for the government. There are many transactions that
may violate the  anti-kickback  rules.  As a result,  no one acting on behalf of
Applied may offer or accept gifts,  loans,  rebates,  services or payment of any
kind to or from government  suppliers and vendors  without first  consulting the
Compliance Officer.

         c. Business Dealings in Foreign Countries

Federal law prohibits  U.S.  companies,  and those acting on their behalf,  from
bribing  foreign  officials  to  obtain or retain  business.  Foreign  officials
include  officers  and  employees  of a  foreign  government  or  of  a  foreign
governmental  department or agency.  Indirect payments including those to agents
or third parties with the knowledge  that at least a portion of the payment will
be given to a foreign  official for an illegal purpose are  prohibited.  Applied
will not tolerate any conduct that violates this law.


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12. Interacting with the Government

a. Relations with Government

Applied  values its good  relations  with  local,  state,  federal  and  foreign
governments.  We are committed to being a "good corporate citizen" and are proud
of the  contributions we have made to help the communities where we do business.
The  Company's   policy  is  to  deal   honestly  and  fairly  with   government
representatives and agents and to comply with valid and reasonable  governmental
requests and processes.  Be truthful and  straightforward  in your dealings with
governmental  representatives  and do not direct or  encourage  another  Applied
employee (or someone  else) to provide false or  misleading  information  to any
government agent or representative. Do not direct or encourage anyone to destroy
records relevant to a fact-finding process.

13. Privacy and Employee Relations

The Company  recognizes  and  understands  the  importance of balancing work and
family life. Even though an employee's  non-work-related  activities  outside of
the Company are considered  personal business,  employees should always remember
that they are a  representative  of the  Company.  All  employees,  officers and
directors   should   review  the   Company's   policies   regarding   diversity,
discrimination,  workplace harassment (including sexual harassment),  health and
safety  and  related  matters,  which  are set forth in the  Company's  Employee
Handbook held in the offices of Human Resources.

14. Market Competition

Applied is committed to complying with all state and federal antitrust laws. The
purpose of the antitrust  laws is to preserve the  competitive  free  enterprise
system.  The antitrust  laws in the United States are founded on the belief that
the public interest is best served by vigorous competition,  free from collusive
agreements among  competitors on price or service terms. The antitrust laws help
preserve the country's economic, political, and social institutions;  Applied is
firmly committed to the philosophy underlying those laws.

While the antitrust laws clearly prohibit most agreements to fix prices,  divide
markets  and  boycott,  they also  proscribe  conduct  that is found to restrain
competition  unreasonably.   This  can  include,  depending  on  the  facts  and
circumstances  involved,  certain  attempts to tie or bundle services  together,
certain  exclusionary  activities and certain agreements that have the effect of
harming a competitor or unlawfully  raising prices.  Any questions that arise in
this area should be addressed to the Compliance Officer.



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15. Purchasing

Purchasing  decisions must be made in accordance with applicable Applied policy.
In addition,  the  prohibitions  discussed in Section 11 of this Code,  entitled
"Gifts, Meals and Entertainment" apply to purchasing decisions made on behalf of
Applied.  Purchasing  decisions  must in all  instances  be made  free  from any
conflicts of interest  that could affect the outcome.  Applied is committed to a
fair and  objective  procurement  system  which  results in the  acquisition  of
quality goods and services for Applied at a fair price.

16. Political Contributions

Applied  believes that our democratic form of government  benefits from citizens
who are  politically  active.  For this reason,  Applied  encourages each of its
employees to  participate  in civic and  political  activities in his or her own
way.  Applied's  direct  political  activities  are,  however,  limited  by law.
Corporations may not make any  contributions -- whether direct or indirect -- to
candidates  for federal  office.  Thus,  Applied may not contribute any money or
products,  or lend the use of vehicles,  equipment or facilities,  to candidates
for federal  office.  Nor may Applied make  contributions  to  political  action
committees that make  contributions  to candidates for federal  office.  Neither
Applied, nor supervisory  personnel within Applied, may require any employees to
make any such contribution.  Finally, Applied cannot reimburse its employees for
any money they contribute to political candidates or campaigns.  Many state laws
also limit the extent to which  corporations  and  individuals may contribute to
political candidates.  Any question about the propriety of political activity or
contribution should be directed to the Compliance Officer.

17. Exports and Imports

There are many U.S. laws governing  international trade and commerce which serve
to limit the  export of  certain  products  to  certain  countries.  Applied  is
committed to complying with those laws. Under no circumstances will Applied make
sales contrary to U.S.  export laws.  Because these  regulations are complicated
and  change  periodically,  employees  and  agents  seeking  to make a sale to a
customer in a foreign  country must first confirm the legal trade status of that
country.  If an  employee or agent is  uncertain  about  whether a foreign  sale
complies with U.S.  export laws, he or she must contact the  Compliance  Officer
for guidance.

Applied  employees and agents should be aware that there are also many U.S. laws
that  govern the import of items into the United  States.  Among  other  things,
these laws control what can be imported into the United States, how the articles
should be marked and the amount of duty to be paid.  Applied  complies  with all
U.S.  import  laws.  If an  employee  or  agent is  uncertain  about  whether  a
transaction  involving the  importation of items into the United States complies
with these laws, he or she must contact the Compliance Officer for guidance.

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18. Media/Public Relations and Governmental Inquiries

When Applied  provides  information to the news media,  securities  analysts and
stockholders,  it has an obligation to do so accurately and completely. In order
to ensure  that  Applied  complies  with its  obligations,  employees  receiving
inquiries regarding Applied's activities,  results,  plans or position on public
issues should refer the request to the Company's Chief Executive Officer,  Chief
Financial Officer, or the Investor Relations  department.  Applied employees may
not speak  publicly for the Company  unless  specifically  authorized  by senior
management.

Although unlikely, a government representative may seek to interview an employee
regarding Applied's business activities or an employee's work at the Company. If
an employee is contacted by a government  agent or  representative  and asked to
provide information, contact the Chief Financial Officer at (212) 308-5800.

Occasionally,  someone will arrive  unexpectedly or a government  representative
may seek to inspect  Company  property.  If this  happens,  an  employee  should
immediately  notify  his or her  manager or  supervisor  and  contact  the Chief
Financial Officer at (212) 308-5800.

19. Response to Investigations or Government Inquiries

Numerous  state and federal  agencies have broad legal  authority to investigate
Applied and review its records.  Applied will comply with  subpoenas and respond
to  governmental  investigations  as required by law. The Compliance  Officer is
responsible  for  coordinating  Applied's  response  to  investigations  and the
release of any information.  If an employee or officer receives an investigative
demand,  subpoena  or search  warrant  involving  Applied,  it should be brought
immediately to the Compliance Officer.

No  documents  should be  released  or  copied  without  authorization  from the
Compliance  Officer or Applied's  legal counsel.  If an  investigator,  agent or
government  auditor  comes  to  Applied's  corporate  headquarters,   the  Chief
Executive Officer should be contacted  immediately.  In the absence of the Chief
Executive Officer, contact Applied's Compliance Officer. Ask the investigator to
wait until the contacted  individual  arrives before  reviewing any documents or
conducting any interviews.  The Compliance Officer,  its designee,  or Company's
legal counsel is responsible for assisting with any interviews.

If Applied's  employees are  approached by government  investigators  and agents
while  they are away  from  Applied's  premises  and  asked to  discuss  Company
affairs,  the  employee  has the  right to insist  on being  interviewed  during
business hours with a supervisor or counsel present. Alternatively, any employee
may  choose to be  interviewed  or not to be  interviewed  at all.  The  Company
recognizes the choice of how to proceed in these  circumstances is left entirely
to the employee. If an employee chooses to speak with government  personnel,  it
is essential  that the employee be  truthful.  Questions  may be directed to the
Compliance Officer.

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Applied  employees  are not permitted to alter,  remove or destroy  documents or
records of Applied  except in  accordance  with regular  document  retention and
destruction practices.

20. Document Retention Policy

The Company has a document  retention policy in place to provide  reasonable and
consistent standards and procedures for the retention and disposal of Accounting
&  Financial   documents  and  that  provide  a  routine  business  practice  of
maintaining records for a predetermined period of time.

21. Amendments and Waivers

This Code applies to all  Applied's  employees,  officers and  directors.  There
shall be no  substantive  amendment or waiver of any part of the Code  affecting
the directors, senior financial officers or executive officers, except by a vote
of the Board of Directors,  which will ascertain  whether an amendment or waiver
is  appropriate  and  ensure  that the  amendment  or waiver is  accompanied  by
appropriate  controls  designed  to  protect  Applied.  In the  event  that  any
substantive  amendment  is made or any waiver is  granted,  the  waiver  will be
posted on Applied's  website,  thereby  allowing the Applied's  shareholders  to
evaluate the merits of the particular waiver.



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