Exhibit 14.1


                          LYNCH INTERACTIVE CORPORATION
                                 CODE OF ETHICS
                           (ADOPTED DECEMBER 4, 2003)

     Employment   by  Lynch   Interactive   Corporation   or  its   subsidiaries
(collectively,  the "Company") carries with it the duty and responsibility to be
continually  aware of the  importance  of  ethical  conduct  when  dealing  with
competitors,  suppliers, customers, regulators and other employees. This Code of
Ethics  applies  to all  employees,  officers  and  directors  of  the  Company,
including its principal  executive  officer and its senior  financial  officers.
Each  of us,  whether  an  employee,  officer  or  director,  has an  individual
responsibility to deal ethically in all aspects of the Company's business and to
comply fully with all applicable laws,  regulations and Company  policies.  Each
individual is expected to assume the responsibility for applying these standards
of ethical conduct and for acquainting himself or herself with the various laws,
regulations and policies  applicable to his or her assigned duties. This Code of
Ethics is  applicable  not only to the conduct of each  employee of the Company,
but also to the conduct of any  associate or relative of such employee in regard
to  the  Company  and  to  competitors,  suppliers,  customers,  regulators  and
employees of the Company. For the purposes of this Code of Ethics, a relative is
any person who is related by blood,  marriage or adoption or whose  relationship
with the  employee  is  similar  to that of  persons  who are  related by blood,
marriage or adoption.  For the purposes of this Code of Ethics,  an associate of
an employee is (i) a  corporation  or other entity of which such  employee is an
officer or partner,  or is, directly or indirectly,  the beneficial  owner of 10
percent or more of any class of equity  securities;  and (ii) any trust or other
estate in which such  employee has a  substantial  beneficial  interest or as to
which such  employee  serves as trustee or in a similar  capacity.  In complying
with the Company's  Code of Ethics,  you are expected to exercise high standards
of integrity and good judgment and to apply the following guiding principles:

-    to  conduct  yourself  in an honest  manner in dealing  with  others and to
     accept  responsibility  for your  actions,  including  actions  that may be
     unethical or improper.

-    to observe the Company's  Conflicts of Interest  Policy and to refrain from
     taking  part or  exercising  influence  in any  transaction  in which  your
     personal  interest  may  conflict  with the best  interests of the Company,
     including  (i)  taking  for  yourself  personally  opportunities  that  are
     discovered through the use of corporate property,  information or position,
     (ii) using corporate  property,  information or position for personal gain,
     and (iii) competing with the Company.

-    to protect the  Company's  assets and ensure their  efficient  use.  Theft,
     carelessness and waste have a direct impact on the Company's profitability.
     All Company assets should be used for  legitimate  business  purposes.  The
     personal use of Company assets without proper approval is prohibited.

-    to make commercial decisions that are in the best interests of the Company.

-    to  endeavor  to deal  fairly  with  the  Company's  customers,  suppliers,
     competitors,  regulators  and  employees by not taking  advantage of anyone
     through  manipulation,   concealment,   abuse  of  privileged  information,
     misrepresentation of material facts, or any other unfair-dealing practice.

-    to provide fair and equal opportunity to all employees  regardless of race,
     color, sex, sexual orientation,  religion, age, national origin,  veteran's
     status, disability or handicap and to avoid harassment or unequal treatment
     of co-employees.

-    to  establish   and  maintain  a  work   environment   that  is  free  from
     intimidation,  threats or violent  acts and the effects of alcohol and drug
     abuse.

-    to refrain  from  engaging  in conduct  that could be  construed  as sexual
     harassment.  Unwelcome sexual advances,  sexually suggestive  statements or
     questions, offensive jokes, sexual innuendoes, offensive touching, requests
     for sexual  favors,  displaying  or showing  sexually  suggestive  material
     (including posters, calendars, cartoons, e-mail, or Internet websites), and
     other verbal or physical  conduct of a sexual nature may be forms of sexual
     harassment.

-    to act as a  responsible  and  useful  corporate  citizen  to  enhance  the
     communities  within which you work and live and to support  selected civic,
     charitable, educational and other activities as appropriate.

-    to comply  with all  laws,  rules,  regulations,  policies  and  guidelines
     applicable  to  the  operation  of  the  Company.   These  include  without
     limitation  those  relating to the  environment,  fair trade and antitrust,
     telecommunications, securities regulation, labor, health and safety.

-    to refrain from using  confidential or other  non-public  information,  and
     from  disclosing to others such  information  for their use, in trading the
     securities of the Company or any other company with which the Company has a
     business relationship.

-    to exercise good judgment in the use of information  you may acquire in the
     course of doing Company business including,  but not limited to, methods of
     operation,   sales,  products,  profits,  costs,  markets,  key  personnel,
     licenses,  trade secrets and other  know-how of the Company and to maintain
     the  confidentiality  of all such  information  (except when  disclosure is
     authorized or legally mandated).

-    to fully and  fairly  disclose  the  financial  condition  and  results  of
     operations  of  the  Company  in  accordance  with  applicable   accounting
     principles,  laws, rules and regulations,  and in such connection,  to keep
     the books and records of the Company so as to fully and fairly  reflect all
     Company transactions.

-    to provide full, fair,  accurate,  timely and understandable  disclosure in
     reports and documents that the Company files with or submits to regulators,
     as well  as in  financial,  stockholder  and  other  internal  or  external
     reports, documentation or audits.

-    to discourage co-employees from engaging in illegal or unethical conduct.

-    to use computer  resources and  communications  systems for proper purposes
     only,   excluding  therefrom  the  following:   (i)  abusive  or  otherwise
     objectionable  language; (ii) information that is illegal or obscene; (iii)
     messages likely to result in the loss of the  recipient's  work or systems;
     (iv)  use  that  interferes  with  the  work  of   co-employees;   and  (v)
     solicitation  of  co-employees  for any purpose  violative  of this Code of
     Ethics or any other policy of the Company.

-    to  promptly  report  knowledge  of any  illegal or  improper  activity  or
     violations  of laws,  rules,  regulations  or this  Code of  Ethics  to the
     General  Counsel of the Company,  with the assurance  that the Company will
     not allow retaliation for reports made in good faith.

-    to  implement  necessary  changes  in  programs,   systems,   practices  or
     procedures to avoid future ethical problems.

     Failure  to comply  with this Code of  Ethics  may  result in  disciplinary
action, including warnings, suspensions, termination of employment or such other
actions as may be appropriate under the circumstances.

     Any  questions  pertaining  to the Code of Ethics are to be directed to the
General Counsel of the Company.

     Waivers  under  this Code of  Ethics  may only be  granted  by the Board of
Directors of the Company or a committee of the Board to which such authority has
been  granted.  Any such waiver  will be  disclosed  as  required by  applicable
securities laws and the rules of the American Stock Exchange.



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                                  CERTIFICATION

     I hereby state that I have read the Lynch  Interactive  Corporation Code of
Ethics  adopted  December  4,  2003 and that I  understand  my  responsibilities
thereunder. I agree to abide by the Code of Ethics to the best of my ability.

     I am not aware of any violation,  or any possible violation, of the Code of
     Ethics or any applicable law or regulation.

     I am aware of such a violation or possible violation.  (Provide explanation
     below.)





Signature:___________________________________   Date: _________________, 200__


Name (please print):___________________________________________


Explanation: