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                                                                      EXHIBIT 14

                               EDISON SCHOOLS INC.

                                 CODE OF ETHICS
                                       FOR
                            SENIOR FINANCIAL OFFICERS

1.    PURPOSE.

      The Board of Directors (the "Board") of Edison Schools Inc. (the
"Company") has adopted the following Code of Ethics (the "Code") to apply to the
Company's Chief Executive Officer; Vice Chairman, Business and Finance; Chief
Financial Officer; Chief Accounting Officer; Controller; and Treasurer (the
"Senior Financial Officers"). This Code is intended to focus Senior Financial
Officers on areas of ethical risk, provide guidance to help them recognize and
deal with ethical issues, provide mechanisms to report unethical conduct, foster
a culture of honesty and accountability, deter wrongdoing and promote fair and
accurate disclosure and financial reporting.

      No code or policy can anticipate every situation that may arise.
Accordingly, this Code is intended to serve as a source of guiding principles.
Senior Financial Officers are encouraged to bring questions about particular
circumstances that may involve one or more of the provisions of this Code to the
attention of the Chair of the Audit Committee, who may consult with inside or
outside legal counsel as appropriate.

2.    INTRODUCTION.

      Each Senior Financial Officer is expected to adhere to a high standard of
ethical conduct. The good name of the Company depends on the way Senior
Financial Officers conduct business and the way the public perceives that
conduct. Unethical actions, or the appearance of unethical actions, are not
acceptable. Senior Financial Officers are expected to be guided by the following
principles in carrying out their responsibilities:

      -     Loyalty. Senior Financial Officers should not be, or appear to be,
            subject to influences, interests or relationships that conflict with
            the best interests of the Company.

      -     Compliance with Applicable Laws. Senior Financial Officers are
            expected to comply with all laws, rules and regulations applicable
            to the Company's activities.

      -     Observance of Ethical Standards. Senior Financial Officers must
            adhere to high ethical standards in the conduct of their duties.
            These include honesty and fairness.
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3.    INTEGRITY OF RECORDS AND FINANCIAL REPORTING.

      Senior Financial Officers are responsible for the accurate and reliable
preparation and maintenance of the Company's financial records. Accurate and
reliable preparation of financial records is of critical importance to proper
management decisions and the fulfillment of the Company's financial, legal and
reporting obligations. Diligence in accurately preparing and maintaining the
Company's records allows the Company to fulfill its reporting obligations and to
provide stockholders, governmental authorities and the general public with full,
fair, accurate, timely and understandable disclosure. Senior Financial Officers
are responsible for establishing and maintaining adequate disclosure controls
and procedures, and internal controls and procedures, including procedures that
are designed to enable the Company to: (a) accurately document and account for
transactions on the books and records of the Company; and (b) maintain reports,
vouchers, bills, invoices, payroll and service records, business measurement and
performance records and other essential data with care and honesty.

4.    CONFLICT OF INTEREST.

      Senior Financial Officers must avoid any conflicts of interest between
themselves and the Company. Any situation that involves, or may involve, a
conflict of interest with the Company, should be disclosed promptly to the Chair
of the Audit Committee, who may consult with inside or outside legal counsel as
appropriate.

      A "conflict of interest" can occur when an individual's personal interest
is adverse to - or may appear to be adverse to - the interests of the Company as
a whole. Conflicts of interest also arise when an individual, or a member of his
or her immediate family, receives improper personal benefits as a result of his
or her position with the Company. "Immediate family" includes a person's spouse,
parents, children, siblings, mothers and fathers-in-law, sons and
daughters-in-law, brothers and sisters-in-law and anyone (other than employees)
who share such person's home.

      This Code does not attempt to describe all possible conflicts of interest
which could develop. Some of the more common conflicts from which Senior
Financial Officers must refrain, however, are set forth below.

      -     Improper conduct and activities. Senior Financial Officers may not
            engage in any conduct or activities that are inconsistent with the
            Company's best interests or that disrupt or impair the Company's
            relationship with any person or entity with which the Company has,
            or proposes to enter into, a business or contractual relationship.

      -     Compensation from non-Company sources. Senior Financial Officers may
            not accept compensation (in any form) for services performed for the
            Company from any source other than the Company.

      -     Gifts. Senior Financial Officers and members of their immediate
            families may not accept gifts from persons or entities where any
            such gift is being made in order to


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            influence their actions in their position with the Company, or where
            acceptance of the gifts could create the appearance of a conflict of
            interest.

      -     Personal use of Company assets. Senior Financial Officers may not
            use Company assets, labor or information for personal use, other
            than incidental personal use, unless approved by the Chair of the
            Audit Committee or as part of a compensation or expense
            reimbursement program.

5.    CORPORATE OPPORTUNITIES.

      Senior Financial Officers are prohibited from: (a) taking for themselves
personally opportunities related to the Company's business; (b) using the
Company's property, information, or position for personal gain; or (c) competing
with the Company for business opportunities.

6.    CONFIDENTIALITY.

      Senior Financial Officers should maintain the confidentiality of
information entrusted to them by the Company and any other confidential
information about the Company, its business, customers or suppliers, that comes
to them, from whatever source, except when disclosure is authorized or legally
mandated. For purposes of this Code, "confidential information" includes all
non-public information relating to the Company, its business, customers or
suppliers.

7.    COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

      Senior Financial Officers shall comply with laws, rules and regulations
applicable to the Company, including insider trading laws. Transactions in
Company securities are governed by the Company's Insider Trading Policy.

8.    ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.


      Senior Financial Officers should promote ethical behavior and create a
culture of ethical compliance. Senior Financial Officers should foster an
environment in which the Company: (a) encourages employees to talk to
supervisors, managers and other appropriate personnel when in doubt about the
best course of action in a particular situation; (b) encourages employees to
report violations of laws, rules and regulations to appropriate personnel; and
(c) informs employees that the Company will not allow retaliation for reports
made in good faith.

9.    CONCLUSION.

      Senior Financial Officers should communicate any suspected violations of
this Code promptly to the Chair of the Audit Committee. The Board or a person or
persons designated by the Board will investigate violations, and appropriate
disciplinary action will be taken in the event of any violations of the Code, up
to and including termination.

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