Exhibit 14.1

                                BIOENVISION, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

         Set forth herein is the Code of Business  Conduct and Ethics adopted by
Bioenvision, Inc. (collectively with its subsidiaries, the "Company"). This Code
summarizes  basic  guiding  principles  and  standards  of  conduct to guide all
employees,  directors and officers of the Company in meeting our goal to achieve
the highest business and personal  ethical  standards as well as compliance with
the laws and  regulations  that apply to our  business.  This Code covers a wide
range of  business  practices  and  procedures,  but it does not  address  every
applicable  law or respond to every ethical  question or concern that may arise.
All of our  employees,  directors  and  officers  of the  Company  must  conduct
themselves  accordingly  in every  aspect of our business and seek to avoid even
the  appearance of wrongdoing or improper  behavior.  Our standard has been, and
will  continue to be, to advance the highest  standards of ethical  conduct.  We
expect  the   Company's   agents,   consultants,   contractors,   suppliers  and
representatives  to be guided by the  principles and standards set forth in this
Code.

         This Code does not supercede,  but rather supplements  existing Company
policies and  procedures  already in place as stated in the Employee  Manual and
various other manuals of the Company.  If employees have questions regarding any
of the goals,  principles,  or  standards  discussed  or policies or  procedures
referred to in this Code or are in doubt about the best course of action to take
in a particular  situation,  the employee  should contact the General Counsel or
follow the compliance procedures set forth in Section 15 of this Code.

         Every director,  officer and employee has a duty to adhere to this Code
and those who violate the standards in this Code will be subject to disciplinary
action  which may  include  suspension  or  dismissal  and/or the  reporting  of
violative conduct to appropriate regulatory and criminal authorities. If you are
in a situation  which you  believe  may  violate or lead to a violation  of this
Code, follow the guidelines described in Section 15 of this Code.

         1.   Compliance with Laws, Rules and Regulations


         Obeying the law,  both in letter and in spirit,  is the  foundation  on
which this Company's ethical  standards are built. All employees,  directors and
officers  must respect and obey the laws of the cities,  states and countries in
which we  operate  and the rules and  regulations  applicable  to the  Company's
business.  Although not all  employees are expected to know the details of these
laws, rules and regulations, it is important to know enough to determine when to
seek advice from supervisors, managers or other appropriate personnel who should
consult with the General Counsel as necessary or appropriate.

         Compliance  with law does not  obviate the need to act with the highest
ethical standards.

         To promote compliance with laws, rules, regulations and the policies of
the Company,  including  insider  trading  rules,  other  securities  laws,  and
discriminatory  harrassment  prohibitions,  the Company has established  various
compliance  manuals  and  procedures  and,  where  appropriate,   has  conducted
information and training sessions.

         2.   Conflicts of Interest


         A  "conflict  of  interest"  exists  when a person's  personal  private
interest  interferes  in any way with the  interests of the Company.  A conflict
situation can arise when an employee,  officer or director  takes actions or has
interests  in  connection  with or as a  result  of a  material  transaction  or
relationship that may make it difficult for him or her or others to perform work
or  make  decisions  objectively  and  effectively  in the  Company's  interest.
Conflicts of interest may also arise when an employee,  officer or director,  or
members 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,
employees,  officers, directors and their family members may create conflicts of
interest.


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         It is almost  always a conflict  of  interest  for a Company  employee,
director  or  officer  to work  simultaneously  for a  competitor,  customer  or
supplier.  Employees,  directors  and  officers  are not  allowed  to work for a
competitor  as a  consultant  or board  member.  The best policy is to avoid any
direct  or  indirect  business  connection  with  our  customers,  suppliers  or
competitors, except on our behalf.

         Conflicts  of  interest  or  material   transactions  or  relationships
involving  potential conflicts of interest are prohibited as a matter of Company
policy,  except with the prior  approval of the Audit  Committee of the Board of
Directors.  You must not enter  into,  develop  or  continue  any such  material
transaction or relationship  without  obtaining prior Audit Committee  approval.
Conflicts of interest or the material  nature of a transaction  or  relationship
may not always be clear-cut;  if questions  arise,  you should  consult with the
General Counsel before entering into, developing or continuing a relationship or
transaction  that could  reasonably  be  expected  to give rise to a conflict of
interest.

         Any employee, officer or director who becomes aware of a conflict of
interest or a potential conflict of interest should bring it to the attention of
a supervisor, manager or other appropriate personnel or consult the compliance
procedures described in Section 15 of this Code.

         3.   Insider Trading


         Employees,  officers  and  directors  who have  access to  confidential
information are not permitted to use or share that information for stock trading
purposes  or for any other  purpose  except  the  conduct of our  business.  All
non-public  information  about the  Company  should be  considered  confidential
information.  To use non-public information for personal financial benefit or to
"tip"  others  who  might  make an  investment  decision  on the  basis  of this
information  is not only  unethical  but also  illegal.  Refer to the  Company's
policies  related to Insider Trading and Handling  Confidential  Information for
more information regarding the Company's policies and procedures with respect to
trading in the Company's securities.  If you have any questions,  please consult
the General Counsel.

         This  guidance  with  respect to insider  trading  also  applies to the
trading in securities of other  companies for which you receive  information  in
the course of your employment with the Company.

         For further  details,  please see the Company's  Insider Trading Policy
which is  included  in the books and  records of the  Company  at its  principal
executive offices.

         4.   Public Disclosure


         The Company is committed to providing full, fair, accurate,  timely and
understandable disclosure in the periodic reports and other information it files
with the  Securities  and  Exchange  Commission  (the "SEC") and in other public
communications,  such as press releases,  earnings conference calls and industry
conferences,  made by the Company. In meeting such standards for disclosure, the
Company's  executive  officers and directors shall at all times strive to comply
with the  Company's  disclosure  obligations  and, as  necessary,  appropriately
consider and balance the need or desirability for  confidentiality  with respect
to non-public  negotiations or other business developments.  The Company's Chief
Executive  Officer and Chief Financial  Officer are responsible for establishing
effective disclosure controls and procedures and internal controls for financial
reporting  within the meaning of applicable  SEC rules and  regulations  and the
Company expects the Chief Executive  Officer and the Chief Financial  Officer to
take a leadership role in implementing such controls and procedures and position
the Company to comply with its  disclosure  obligations  and otherwise  meet the
foregoing standards for public disclosure.

         No  employee,  officer or director  should  interfere  with,  hinder or
obstruct the Company's  efforts to meet the standards for public  disclosure set
forth above.

         5.   Corporate Opportunities


         Employees,  officers  and  directors  are  prohibited  from  taking for
themselves  personally  opportunities  that are  discovered  through  the use of
corporate property,  information or position without the consent of the Board of
Directors.  No  employee,  officer  or  director  may  use  corporate  property,
information, or position for improper personal gain, and no employee may compete
with the Company


<PAGE>


directly or  indirectly.  Employees,  officers and  directors  owe a duty to the
Company to advance its legitimate interest when the opportunity to do so arises.

         6.   Competition and Fair Dealing


         We seek to outperform  our  competition  fairly and  honestly.  We seek
competitive advantages through superior performance,  never through unethical or
illegal business practices.  Stealing proprietary information,  possessing trade
secret  information that was obtained  without the owner's consent,  or inducing
such disclosures by past or present  employees of other companies is prohibited.
Each employee, director and officer should endeavor to respect the rights of and
deal fairly with the Company's customers, suppliers,  competitors and employees.
No employee,  director or officer should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.

         The purpose of business entertainment and gifts in a commercial setting
is to create  good  will and sound  working  relationships,  not to gain  unfair
advantage  with  customers.  No gift or  entertainment  should  ever be offered,
given, provided or accepted by any Company employee,  officer,  director, family
member of any of the foregoing or agent unless it:

          o is not a cash gift,

          o is consistent with customary business practices,

          o is not excessive in value,

          o cannot be construed as a bribe or payoff and

          o does not violate any laws or rules or regulations.

         Please  discuss with your  supervisor any gifts or proposed gifts which
you are not certain are appropriate.

         7.   Discrimination and Harassment


         The diversity of the Company's  employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will  not  tolerate  any  illegal  discrimination  or  harassment  of any kind -
especially  involving race,  color,  religion,  gender,  age,  national  origin,
disability and veteran or marital status.  Examples include derogatory  comments
based on racial or ethnic characteristics and unwelcome sexual advances.

         All of our  employees  deserve a work  environment  where  they will be
respected  and we are  committed  to  providing  an  environment  that  supports
honesty,  integrity,  respect,  trust and  responsibility.  All of our employees
should contribute to the creation and maintenance of such an environment and our
executive  officers  and  management  and  supervisory  personnel  should take a
leadership  role in  achieving  a work  environment  that  meets  our  diversity
standards  and is free  from the  fear of  retribution.  Refer to the  Company's
Employee Manual for more information.

         8.   Health and Safety


         The Company  strives to provide each employee with a safe and healthful
work environment.  Each employee has a responsibility for maintaining a safe and
healthy  workplace  for all  employees by following  safety and health rules and
practices and reporting accidents,  injuries and unsafe equipment,  practices or
conditions.

         Violence and threatening  behavior are not permitted.  Employees should
report to work in condition to perform their duties,  free from the influence of
illegal drugs or alcohol.  The use of illegal drugs in the workplace will not be
tolerated.


<PAGE>


         9.   Record-Keeping


         The Company  requires  honest and accurate  recording  and reporting of
information in order to make responsible business decisions.

         Many employees,  officers and directors  regularly use business expense
accounts, which must be documented and recorded accurately.  If you are not sure
whether  a certain  expense  is  legitimate,  ask your  supervisor  or the Chief
Financial Officer of the Company.  Refer to the Company's business travel policy
for further information regarding business expenses.

         All of the Company's books, records,  accounts and financial statements
must  be  maintained  in  reasonable  detail,  must  appropriately  reflect  the
Company's  transactions and must conform both to applicable  legal  requirements
and  to the  Company's  system  of  internal  controls  and  generally  accepted
accounting practices and principles.  No one should rationalize or even consider
misrepresenting facts or falsifying records. Unrecorded or "off the books" funds
or assets  should  not be  maintained  unless  permitted  by  applicable  law or
regulation.

         Business records and communications  often become public, and we should
avoid   exaggeration,    derogatory   remarks,   guesswork,   or   inappropriate
characterizations  of  people  and  companies  that can be  misunderstood.  This
applies equally to e-mail,  internal memos,  and formal reports.  Records should
always be retained or destroyed  according  to the  Company's  record  retention
policies.  In  accordance  with those  policies,  in the event of  litigation or
governmental  investigation  or the threat of such  litigation or  investigation
please  consult  the  General  Counsel  before any action is taken to destroy or
discard records.

         10.  Confidentiality


         Employees,  directors and officers must maintain the confidentiality of
confidential  information  entrusted  to them by the  Company or its  customers,
except when  disclosure is authorized by the General Counsel or required by laws
or regulations.  Confidential  information  includes all non-public  information
that might be of use to competitors, or harmful to the Company or its customers,
if disclosed.  It also includes  information  that  suppliers and customers have
entrusted to us. The obligation to preserve  confidential  information continues
even after  employment  ends.  Refer to the Company's  Employee  Manual for more
information.

         11.  Protection and Proper Use of Company Assets


         All employees,  directors and officers  should  endeavor to protect the
Company's property,  electronic  communications systems,  information resources,
facilities and equipment and ensure their  efficient use.  Theft,  carelessness,
and waste have a direct  impact on the  Company's  profitability.  Any suspected
incident of fraud or theft  should be  immediately  reported  for  investigation
pursuant  to  Section  15 of this Code.  Company  assets  should not be used for
non-Company business,  although we recognize that incidental personal use may be
permitted without adversely affecting the interests of the Company. Personal use
of company assets must always be in accordance with Company  policy.  You should
consult your supervisor for appropriate guidance and permission.

         The  obligation  of  employees,  directors  and officers to protect the
Company's assets includes its proprietary  information.  Proprietary information
includes  intellectual property such as trade secrets,  patents,  trademarks and
copyrights,  as well as business,  marketing and service plans,  engineering and
manufacturing ideas,  designs,  databases,  records,  salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.

         12.  Payments to Government Personnel


         The U.S.  Foreign  Corrupt  Practices Act prohibits  giving anything of
value,  directly or indirectly,  to officials of foreign  governments or foreign
political  candidates  in order to  obtain or retain  business.  It is  strictly
prohibited to make illegal payments to government officials of any country.


<PAGE>


         In addition,  the U.S.  government has a number of laws and regulations
regarding  business   gratuities  which  may  be  accepted  by  U.S.  government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift,  favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense.  State and
local governments,  as well as foreign governments,  may have similar rules. You
must consult with the General Counsel prior to conducting any such activities.

         13.  Waivers of the Code of Business Conduct and Ethics


         Any waiver of this Code for executive officers or directors may be made
only by the Audit  Committee  of the  Board of  Directors  and will be  promptly
disclosed as required by applicable securities law or stock exchange regulation.

         14.  Reporting any Illegal or Unethical Behavior; No Retaliation


         It is your obligation and ethical  responsibility  to help enforce this
Code,  and to that end, you should  promptly  report  violations of this Code in
accordance with the guidelines set forth in Section 15 of this Code.  Employees,
directors and officers are encouraged to talk to supervisors,  managers or other
appropriate personnel about observed or suspected illegal, improper or unethical
behavior  and when in doubt  about the best  course  of  action in a  particular
situation.  You should know that reprisal,  threats,  retribution or retaliation
against  any person who has in good faith  reported a  violation  or a suspected
violation of law, this Code or other Company policies, or against any person who
is assisting in any  investigation  or process with respect to such a violation,
is both a violation of Company  policy and is  prohibited  by a variety of state
and federal civil and criminal laws  including the  Sarbanes-Oxley  Act of 2002.
Accordingly,  it is the  policy  of the  Company  not to allow  retaliation  for
reports of  wrongdoing  or misconduct by others made in good faith by employees.
Employees,  directors  and  officers  are  expected  to  cooperate  in  internal
investigations of wrongdoing or misconduct.

         15. Compliance Procedures

         We must  all  work to  ensure  prompt  and  consistent  action  against
violations  of this Code.  However,  in some  situations it is difficult to know
right from wrong.  Since we cannot  anticipate  every situation that will arise,
you should keep in mind the following steps as you consider a particular problem
or  concern.

              (a) Make sure you have all the facts.  In order to reach the right
solutions, we must be as fully informed as possible.

              (b) Ask  yourself:  What  specifically  am I being  asked to do or
ignore?  Does it seem  illegal,  unethical or improper?  This will enable you to
focus on the specific  question  you are faced with,  and the  alternatives  you
have.  Use your  judgment  and common  sense;  if something  seems  unethical or
improper, it probably is.

              (c) Clarify  your  responsibility  and role.  In most  situations,
there is shared responsibility. Are your colleagues informed? It may help to get
others involved and discuss your concerns.

              (d) Discuss the problem  with your  supervisor.  This is the basic
guidance  for  all  situations.  In many  cases,  your  supervisor  will be more
knowledgeable  about the question or concern,  and will appreciate being brought
into  the  decision-making  process.  Remember  that  it  is  your  supervisor's
responsibility  to help solve  problems.  Supervisors  are  obligated  to report
violations of this Code to the General Counsel.

              (e) In the case  where it may not be  appropriate  to  discuss  an
issue with your  supervisor,  or where you do not feel  comfortable  approaching
your supervisor  with your question,  discuss it with the General Counsel or, if
any, the Director of Human Resources. If that also is not appropriate,  call the
Company's Chief Executive Officer.

              (f) Supervisors and Human Resource  Department  managers,  if any,
are obligated to report violations of this Code to the General Counsel.


<PAGE>


              (g) Reports of violations of this Code or other complaints made to
the persons  referenced  above will be reviewed by the General Counsel who shall
either (i) conduct an investigation  of the facts and  circumstances as he deems
appropriate and report his  conclusions  and remedial  actions taken, if any, to
senior  management and the Audit Committee or (ii) report the alleged  violation
to the Audit Committee for further direction.

              (h) You may  report  violations  of this  Code in  confidence  and
without fear of  retaliation.  If your situation  requires that your identity be
kept  secret,  your  anonymity  will be  protected.  The Company does not permit
retaliation  of any kind  against  employees  for good faith  reports of ethical
violations.

              (i) Always ask first,  act later:  If you are unsure of what to do
in any situation, seek guidance before you act.

         16.  Compliance Required

                  The matters covered in this Code are of the utmost importance
to the Company, its shareholders and its business partners, and are essential to
the Company's ability to conduct its business in accordance with its stated
values. We expect all of our directors, officers, employees, agents,
contractors, consultants and representatives to adhere to these rules in
carrying out their duties for the Company.

         Any individual whose actions are found to violate these policies or any
other policies of the Company will be subject to disciplinary action, up to and
including immediate termination of employment or business relationship. Where
the Company has suffered a loss, it may pursue its legal remedies against the
individuals or entities responsible.

         17.  Administration

         No code, including this one, can cover all situations. Similarly,
exceptional circumstances may occur which do not fit neatly within the
guidelines of this Code or where strict application of this Code may not produce
a fair result. Overall administration of this Code including its interpretation
and amendment is under the authority of the Audit Committee of the Board.