EXHIBIT 14


                                CN BANCORP, INC.
                              COUNTY NATIONAL BANK
                                 CODE OF ETHICS

         This Code of Ethics applies to the chief executive  officer,  principal
financial officer and principal accounting officer/controller (Executives) of CN
Bancorp,  Inc.  and  its  subsidiaries  (Bancorp).  Bancorp  expects  all of its
employees,  directors  and others  associated  with Bancorp to act in accordance
with the highest standards of personal and professional integrity in all aspects
of their activities,  to comply with all applicable laws, rules and regulations,
to deter  wrongdoing  and abide by other  policies  and  procedures  adopted  by
Bancorp  that  govern  the  conduct  of  its  employees,  directors  and  others
associated with Bancorp.

         The Executives will:

          (a)  Engage in and promote honest and ethical  conduct,  including the
               ethical  handling  of actual or  apparent  conflicts  of interest
               between personal and professional relationships;

          (b)  Avoid impermissible conflicts of interest,  disclose to the Board
               of  Directors  or  designated   committee  thereof  any  material
               transaction or relationship  that reasonably could be expected to
               give  rise  to such a  conflict,  and  ensure  all  conflicts  of
               interest  are  resolved in  accordance  with  Bancorp  policy and
               applicable law and regulation;

          (c)  Take all reasonable  measures to protect the  confidentiality  of
               non-public  information  about  Bancorp or its  subsidiaries  and
               their  customers  obtained  or  created  in  connection  with the
               Executives' activities and to prevent the unauthorized disclosure
               of  such  information   unless  required  by  applicable  law  or
               regulation or legal or regulatory process;

          (d)  Produce  full,  fair,   accurate,   timely,   and  understandable
               disclosure  in  reports  and   documents   that  Bancorp  or  its
               subsidiaries  files  with,  or  submit  to,  the  Securities  and
               Exchange  Commission  and other  regulators  and in other  public
               communications made by Bancorp or its subsidiaries;

          (e)  Comply with applicable  governmental laws, rules and regulations;
               and

          (f)  Promptly report any possible  violation of this Code of Ethics to
               Board of Directors or designated committee thereof.

         You are  prohibited  from directly or  indirectly  taking any action to
fraudulently   influence,   coerce,   manipulate  or  mislead   Bancorp  or  its
subsidiaries'  independent  public


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auditors for the purpose of rendering the financial statements of Bancorp or its
subsidiaries misleading.

         The Executives  will be held  accountable for adherence to this Code of
Ethics.  Failure  to  observe  the terms of this Code of  Ethics  may  result in
disciplinary action, up to and including  termination of employment.  Violations
of this Code of Ethics may also  constitute  violations of law and may result in
civil and criminal  penalties for the  Executive,  the  Executives'  supervisors
and/or Bancorp.

         Any  questions  regarding  the best  course of  action in a  particular
situation  should be directed  to the  Chairman  of the Audit  Committee  or the
Chairman of the Board of  Directors.  Anyone may choose to remain  anonymous  in
reporting any possible  violation of this Code of Ethics. It is Bancorp's policy
not to have any  retribution  against anyone  reporting a possible  violation of
this Code of Ethics.