Exhibit 14.1

                        MER TELEMANAGEMENT SOLUTIONS LTD.
                        ---------------------------------


                       CODE OF BUSINESS CONDUCT AND ETHICS

PURPOSE

This Code of Business Conduct and Ethics of Mer Telemanagement Solutions Ltd.,
which we refer to as this "Code", contains the specific policies adopted by our
Board of Directors that relate to the legal and ethical standards of business
conduct of directors, officers, employees and agents of our company.

The purpose of this Code is to provide a general statement regarding the
company's expectations as to the legal and ethical nature of business conduct of
the company's directors, officers, employees and agents while acting on our
company's behalf and to provide for the administration of this Code.

Moreover, this Code is reasonably designed to be generally effective in
preventing and detecting criminal conduct.

POLICY

A.   Standards of Business Conduct and Ethics

This Code sets forth specific policies governing the manner in which business
should be conducted by our company and by all of our directors, officers,
employees and agents and of our affiliates. These policies were developed and
are intended to be applied in good faith with reasonable business judgment to
enable our company to achieve its operating and financial goals within the
framework of applicable laws and ethical conduct.

It is the personal responsibility of each director, officer, employee and agent
of our company to adhere to the standards and restrictions, whether imposed by
law or this Code, applicable to his or her assigned duties and responsibilities
and to conduct himself or herself accordingly. Such standards and restrictions
require each director, officer, employee and agent to avoid any activities which
would involve us in any practice which is not in compliance with applicable laws
or this Code. Any director, officer, employee or agent who does not adhere to
such standards and restrictions is acting outside the scope of his or her
employment or agency.

It is our company's policy to observe and comply with all laws applicable to it
or the conduct of its business wherever located. In some situations the
applicable laws of one jurisdiction may conflict with the applicable laws of
another jurisdiction. In such cases the company will endeavor to resolve such
conflict following the guidance of its legal department.

Beyond legal compliance, all of our directors, officers, employees and agents
are expected to observe high standards of business and personal ethics in the
execution of their assigned duties and responsibilities. This requires the
practice of honesty and



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integrity in every aspect of dealing with other employees, the public, the
business community, shareholders, customers, suppliers and governmental and
regulatory authorities.

Our policy prohibits unlawful discrimination against employees, shareholders,
directors, officers, customers or suppliers on account of race, color, age, sex,
religion or national origin. All persons will be treated with dignity and
respect and they will not be unreasonably interfered with in the conduct of
their duties and responsibilities.

No employee should be misguided by any sense of loyalty to the company or a
desire for profitability that might cause him or her to disobey any applicable
law or company policy. Violation of company policy will constitute grounds for
disciplinary action, including, when appropriate, termination of employment.

Company policy prohibits its directors, officers, employees and agents from
entering into certain transactions described in this Code. If such a transaction
occurs, the company and its officers, directors and employees directly involved
may be subject to fines, imprisonment and civil litigation. The following
ethical business practices have been adopted by our company:

1.   Commercial Bribery

      Company policy prohibits payment of any form of commercial bribes,
      kickbacks and other similar payoffs and benefits to any suppliers or
      customers.

2.   Accounting Controls, Procedures & Records

      Applicable laws and company policy require the company to maintain books
      and records that accurately and fairly reflect its transactions and the
      dispositions of its assets. False and misleading entries in our books and
      records are strictly prohibited.

3.   Use and Disclosure of Inside Information

      Company policy prohibits disclosure of material inside information to
      anyone other than persons within the company whose positions require them
      to know such information. For this purpose, "inside information" is
      information that has not been made available to the public (for example,
      information that was not subject of a company press release or other
      disclosure document); and "material" information is any information
      relating to the company's business and affairs (or its subsidiaries) about
      which there is a substantial likelihood that a reasonable investor would
      consider it important in making investment decisions (whether to buy or
      sell the company's shares). Examples of material inside information
      include, but are not limited to, major corporate acquisitions or take-over
      bids, financial forecasts and possible award of significant contracts.



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4.   Confidential or Proprietary Information

      Company policy prohibits employees from disclosing confidential or
      proprietary information outside the company, either during or after
      employment, without company authorization to do so.

5.   Conflicts of Interest

      Company policy prohibits conflicts between the interests of its employees
      and the company. A "conflict of interest" occurs when ones personal
      interests interfere or may interfere in any manner, or appear to
      interfere, with the best interests of our company.

6.   Fraud & Similar Irregularities

      Company policy strictly prohibits fraud and similar irregularities.
      Section B9 below sets forth the procedures to be followed concerning the
      investigation of suspected fraud.

  If you have any questions concerning these principles or any ethical or legal
  issue, the first step is to consult with your supervisor or a higher level
  manager. If you need additional assistance, or if you are uncomfortable
  talking to your supervisor or a manager, you may wish to raise the issue with
  our company's chief financial officer.

B.   Administration of Code of Business Conduct and Ethics

This Code will be administered as follows:

1.   Allocations of Responsibility

        This Code will be administered by the Audit Committee of the company, or
        by a committee appointed by the Audit Committee for such purpose (which
        committee will consist of such number of members, as may be fixed from
        time to time by the Audit Committee). For the purpose of Section B of
        this Code, the Audit Committee of the company and the aforesaid
        committee shall be referred to collectively as the "Committee".

        The Committee will establish such procedures as it will deem necessary
        or desirable in order to execute such responsibilities. Such procedures
        will provide for obtaining advice of legal counsel where appropriate. In
        executing such responsibilities, the Committee may delegate authority to
        such committees, officers and other employees and may engage such agents
        and advisors as it will deem necessary or desirable.



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2.   Scope of this Code

        The Committee will, periodically, in light of the experience of the
        company, review this Code, and when necessary or desirable, make
        recommendations to the Board of Directors to ensure: (i) its continued
        conformance to applicable law; (ii) that it meets or exceeds industry
        standards; and (iii) that any weaknesses revealed through monitoring,
        auditing and reporting systems are eliminated or corrected.

3.   Delegation of Substantial Discretionary Authority

        No employee of the company will delegate substantial discretionary
        authority to any individual who such employee knows, or through the
        exercise of due diligence should know, has a propensity to engage in
        illegal activities.

          a.   For  this  purpose,   persons  with  "substantial   discretionary
               authority" include:  (i) individuals who have substantial control
               over the company or who have a substantial  role in policy-making
               within the company;  (ii)  individuals  who exercise  substantial
               supervisory  authority,  such  as a  plant  manager  or  a  sales
               manager; and (iii) any other individuals who, although not a part
               of our company's management, exercise substantial discretion when
               acting  within  the scope of their  authority  (for  example,  an
               individual  with authority to negotiate or set price levels or an
               individual   authorized  to  negotiate  or  approve   significant
               contracts).

          b.   The Committee,  in administering this Code, will consider,  adopt
               and  promulgate  guidelines  regarding  procedures to ascertain a
               "propensity to engage in illegal activities".

4.   Communication of Policies

        To ensure the continued dissemination and communication of this Code,
        the Committee will take, or cause to be taken, reasonable steps to
        communicate effectively the standards and procedures included in this
        Code to directors, officers, employees and agents of the company.

5.   Monitoring and Auditing

        The Committee will take reasonable steps to monitor and audit compliance
        with the Code of Business Conduct, including the establishment of
        monitoring and auditing systems that are reasonably designed to detect
        conduct in violation of this Code by directors, officers, employees and
        agents of the company.

        To the extent so directed by the Committee, the information developed by
        the company's independent accountants in performing their engagement by
        the company and by its internal auditors in the performance of their
        assigned responsibilities will be made available to the Committee in its
        capacity as administrator of this Code as a means of monitoring and
        auditing compliance with this Code.



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6.   Report to the Audit Committee of the Board of Directors

        The Chief Financial Officer of the company will report to the Audit
        Committee of the Board of Directors, at least once each year, regarding
        the general effectiveness of this Code.

7.   Reporting System

        The Committee will establish a reporting system that will allow
        violations of this Code to be reported and acted upon by officers or
        other employees of the company with sufficient authority to deal
        objectively with the reported matters. The existence and nature of the
        reporting system will be communicated to all directors, officers,
        employees and, to the extent appropriate, to agents of the company.

        It will be a violation of this Code to intimidate or impose any form of
        retribution on any director, officer, employee or agent who utilizes
        such reporting system in good faith to report suspected violations of
        applicable laws, rules or regulations, of this Code or other company
        policies (except that appropriate action may be taken against such
        director, officer, employee or agent if such individual is one of the
        wrongdoers). Every reported allegation of illegal or unethical behavior
        will be thoroughly and promptly investigated.

8.   Waivers of this Code

        Any waiver of this Code for executive officers or directors may only be
        made with the approval of the company's Board of Directors and must be
        promptly disclosed to the public.

        Any waiver of this Code for non-executive officers and other employees
        may only be made with the approval of the company's Chairman of the
        Board.

9.   Investigation of Violations

        If, through operation of the company's compliance monitoring and
        auditing systems or its violation reporting systems or otherwise, the
        company receives information regarding an alleged violation of this Code
        or applicable laws, the person or persons authorized by the Committee to
        investigate alleged violations of this Code will, as appropriate, in
        accordance with procedures established by the Committee:

        a. evaluate such information as to gravity and credibility;

        b. initiate an informal inquiry or a formal investigation with respect
        thereto;

        c. prepare a report of the results of such inquiry or investigation,
        including recommendations as to the disposition of such matter;



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        d. make the results of such inquiry or investigation available to the
        company's Board of Directors and/or the Committee for action (including
        disciplinary action by the Committee); and

        e. recommend changes in this Code to the extent necessary or desirable
        to prevent further similar violations.

        The company may disclose the results of investigations to law
        enforcement agencies.

10.  Disciplinary Measures

        The company will consistently enforce its Code of Business Conduct and
        Ethics through appropriate means of discipline. Pursuant to procedures
        adopted by it, the Committee will determine whether violations of this
        Code have occurred and, if so, will determine the disciplinary measures
        to be taken against any director, officer, employee or agent of the
        company who has so violated this Code.

        The disciplinary measures, which may be invoked at the discretion of the
        Committee, include, but are not limited to, counseling, oral or written
        reprimands, warnings, probation or suspension without pay, demotions,
        reductions in salary, termination of employment and restitution.

        Persons subject to disciplinary measures will include, in addition to
        the violator, others involved in the wrongdoing such as (i) persons who
        fail to use reasonable care to detect a violation, (ii) persons who if
        requested to divulge information withhold material information regarding
        a violation, and (iii) supervisors who approve or condone the violations
        or attempt to retaliate against directors, officers, employees or agents
        for reporting violations or violators.

11.     Documentation

        Subject to the applicable document retention program, the company will
        document its compliance efforts and results to evidence its commitment
        to comply with the standards and procedures set forth above in this
        Code.

Date approved by Board of Directors

June 14, 2004



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                        MER TELEMANAGEMENT SOLUTIONS LTD.
                        ---------------------------------


                       CODE OF ETHICS FOR SENIOR OFFICERS

        The value of uncompromising integrity, strict compliance with applicable
laws and full, fair, accurate and timely disclosure are the foundations of Mer
Telemanagement Solutions Ltd. relationships with our customers, business
partners, shareholders and among one another.

        It is our policy that our employees, directors and officers are held to
the highest standards of honest and ethical conduct when conducting the affairs
of our company. This Code of Ethics for Senior Officers, which we refer to as
this "Code", sets forth the particular ethical standards to which we hold our
chief executive officer, and all senior financial officers of our company,
including the chief financial officer, chief accounting officer or controller,
or persons performing similar functions, all of which are referred to in this
Code as "Senior Officers".

        In particular, the purpose of this Code is to establish policies and
guidelines that ensure and/or promote:

        I. Honest and ethical conduct, including the ethical handling of
conflicts of actual or apparent conflicts of interest between personal and
professional relationships;

        II. Full, fair, accurate, timely and understandable disclosure in
reports and documents required to be filed by us with, or submitted to, the
Securities and Exchange Commission (or the "SEC") and in other public
communications required to be filed by us;

        III. Compliance with applicable laws, rules and regulations;

        IV. Prompt internal reporting of violations of this Code; and

        V. Accountability for adherence to this Code.

1.    Honest and Ethical Conduct
      --------------------------

     Senior Officers will:

     o    Conduct their personal and  professional  affairs in a way that avoids
          both actual and apparent conflicts of interest between their interests
          and the interests of the company.

     o    Refrain from  engaging in any  activity  that would  compromise  their
          professional  ethics or otherwise prejudice their ability to carry out
          their duties on behalf of the company.



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     o    Provide a mechanism for members of the finance  organization to inform
          senior   management  of  deviations  in  practice  from  policies  and
          procedures governing honest and ethical behavior.

     o    Demonstrate  their  personal  support for such policies and procedures
          through periodic  communication  reinforcing  these ethical  standards
          throughout the finance organization.

     o    Refrain  from  disclosing  confidential  information  acquired  in the
          course of their work except where authorized, unless legally obligated
          to do so.

     o    Refrain  from  using  or  appearing  to use  confidential  information
          acquired  in the  course  of  their  work  for  unethical  or  illegal
          advantage, either personally or indirectly through others.

2.   Full and Fair Disclosure in Financial Records and Reports
     ---------------------------------------------------------

      Public communications about material events or developments concerning our
      company are required to be complete, fair, accurate and broadly
      disseminated to the public in accordance with all applicable legal and
      regulatory requirements. In order to achieve these goals, Senior Officers
      are required to comply with the following:

     o    If a Senior Officer becomes aware of material information that affects
          the  disclosures  made or to be made by the company in its SEC filings
          or  submissions  or  other  public  communications,  he or she  should
          promptly  bring  such  information  to the  attention  of the  company
          personnel responsible for preparing such disclosures.

     o    Senior Officers should oversee the establishment and management of the
          company's internal controls and disclosure  controls and procedures to
          enable and ensure that:

             (a) material financial and non-financial information concerning the
             company and/or its subsidiaries be (i) fully and accurately
             disclosed on a timely basis and (ii) broadly disseminated in
             accordance with all applicable legal and regulatory requirements.

             (b) the company's consolidated financial statements and the notes
             thereto present fairly, in all material respects, the financial
             position, results of operations and cash flows of the company as of
             and for the period(s) indicated in conformity with accounting
             principles generally accepted and established company financial
             policy; and

             (c) Senior Officers bring to the attention of our Audit Committee
             any information, of which they are aware, concerning (i)
             significant


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             deficiencies in the design or operation of internal controls which
             could adversely affect the company's ability to record, process,
             summarize and report financial and non-financial information
             concerning the company or (ii) any fraud, whether or not material,
             that involves management or other employees who have a significant
             role in the company's reporting, disclosures or internal controls.

3.   Compliance with Applicable Laws, Rules and Regulations
     ------------------------------------------------------

      All of our employees and agents are required to comply and strictly adhere
      to all applicable laws, rules and regulations. To ensure such compliance,
      Senior Officers will establish and maintain mechanisms to:

     o    Educate  members  of  our  accounting   divisions(s)  about  any  law,
          regulation or  administrative  procedure that affects the operation of
          the finance organization and the company generally.

     o    Monitor the compliance of the finance organization with any applicable
          law, regulation or administrative procedure.

4.   Prompt Internal Reporting of Violations of this Code
     ----------------------------------------------------

      Senior Officers are required to identify, promptly report and correct, any
      violation of this Code, the company's Code of Business Conduct and Ethics
      relating to all employees, directors and officers, or any law, rule or
      regulation applicable to the company or the operation of its business.
      Senior Officers must report any such violations to the company's Audit
      Committee.

5.   Accountability for Adherence to this Code
     -----------------------------------------

      The company will take appropriate disciplinary actions for violations of
      this Code. Such disciplinary actions include, but are not limited to,
      penalties and demotions and even dismissals.


Amendments and Waivers of this Code

Any change to or waiver of this Code may only be made with the approval of the
Board of Directors of Mer Telemanagement Solutions Ltd., or a committee
designated thereby. Any such change or waiver shall be disclosed to the public.