**Exhibit 14**

 

INNSUITESHOSPITALITY TRUST

 

CODEOF ETHICS

FOR

SENIORFINANCIAL OFFICERS

 

(AdoptedApril 2004)

 

INTRODUCTION

 

In accordance withthe provisions of Section 406 of the Sarbanes-Oxley Act of 2002 and Securitiesand Exchange Commission rules and regulations promulgated thereunder, the Trusthas adopted this Code of Ethics applicable to the Trust’s principal executiveofficer, the principal financial officer, the principal accounting officer andthe controller (the “Senior Financial Officers”).

 

This Code has beendeveloped and adopted to promote (a) honest and ethical conduct, (b) full,fair, accurate, timely and understandable disclosure, and (c) compliance withapplicable governmental rules and regulations. The honesty, integrity and sound judgment of our Trustees, officers andemployees is fundamental to the reputation and success of the Trust.

 

CODE REQUIREMENTS

 

The Senior FinancialOfficers of the Trust are expected to conduct their actions in accordance withthis Code at all times.  The SeniorFinancial Officers have a special obligation to:

 

1.                                       Act Honestly and Ethically.

 

a.                                       Act with honesty and integrity,especially in relation to the handling of actual and apparent conflicts ofinterest in personal and professional relationships.

 

b.                                      Avoid conflicts of interest anddisclose to the Trust’s Chief Financial Officer and Chairperson of theGovernance and Nominating Committee any transaction or relationship thatreasonably could be expected to give rise to such a conflict.

 

c.                                       Promote honest and ethical behavioramong the Trust’s employees.

 

d.                                      Report any violation or suspectedviolation of this Code to the Trust’s Chief Financial Officer and theChairperson of the Governance and Nominating Committee.

 

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e.                                       Assure responsible use and controlof all Trust assets, resources and information.

 

2.                                       Ensure Factual Disclosures.

 

a.                                       Ensure that external and internalfinancial data, and other information contained in the Trust’s public reports,is complete, accurate, timely, relevant, understandable and present the factsfairly.

 

b.                                      Take all reasonable measures toprotect the confidentiality of non-public information about the Trust or itssubsidiaries acquired in the course of employment.

 

3.                                       Ensure Compliance with Laws.

 

a.                                       Ensure that the Trust is in fullcompliance with all applicable governmental laws, rules and regulations,including rules and regulations of self-regulatory organizations and private orpublic regulatory agencies.

 

AMENDMENTS ANDWAIVERS

 

The Audit Committeeof the Board of Trustees has the authority to approve any amendment to, orwaiver of, the Code.  The Trust shalldisclose to its stockholders any waiver and the grounds for waiver or anyamendment to the Code within five business days of such waiver oramendment.  Such disclosure shall bemade by filing a Current Report on Form 8-K (or such other appropriate form)with the Securities and Exchange Commission or by posting the relevantinformation on the Trust’s website.

 

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