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                                                                      Exhibit 14

POLICY TITLE: CODE OF ETHICS AND BUSINESS CONDUCT

POLICY NUMBER: LGL-06

EFFECTIVE DATE: SEPTEMBER 1, 2003

ACCOUNTABLE FUNCTION / DEPARTMENT: LEGAL

APPLICABILITY:  WORLDWIDE


PURPOSE

      The purpose of this Code of Ethics and Business Conduct (the "Code") is to
ensure that Polaroid conducts its business practices in compliance with all
applicable laws and regulations, and in accordance with the highest ethical and
legal standards.

STATEMENT

      Polaroid is committed to maintaining a work environment that upholds
the utmost ethical principles of honesty, trust, integrity, respect,
responsibility, and corporate citizenship. Employees, representatives, and
agents (collectively, "employees") of Polaroid worldwide are expected to
conduct their professional dealings in a manner that demonstrates these
principles to each other, its customers, stakeholders, and the communities in
which it does business. This Code furthers the following goals:

-  Honest and ethical conduct, including the handling of actual or apparent
   conflicts of interest between professional and personal relationships;
-  Full, fair, accurate, timely, and understandable disclosure in public
   filings
   and statements;
-  Compliance with applicable laws;
-  Prompt internal reporting of violations of this Code; and
-  Accountability for complying with this Code.

      Anyone who has knowledge of any violation of these principles is
required to notify Polaroid's General Counsel or, if anonymity is desired,
the Polaroid Assist Hotline at 1-800-392-2730 (or 1-704-556-7046 from outside
the U.S.). Employees who violate any of the provisions of this Code are
subject to disciplinary action up to, and including, termination. Where
deemed appropriate by the General Counsel, Polaroid may refer information
regarding the violation of any laws or governmental regulations to the
appropriate governmental authority. This Code should not be construed to
prohibit any employee from testifying, participating or otherwise assisting
in any state or federal administrative, judicial or legislative proceeding or
investigation.

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ADMINISTRATION

      This Code does not address every specific ethical situation that may
arise, but rather sets forth a basic framework for the performance of
Polaroid's affairs. Every employee of Polaroid must perform his or her duties
with honesty and integrity, and must accept responsibility for recognizing
ethical issues inherent in any specific business situation and for responding
appropriately. In case of doubt, each employee should obtain clarification
through his or her supervisor or from Polaroid's General Counsel.

      The Code is administered by Polaroid's General Counsel, in consultation
with Polaroid's executive management and Board of Directors. The General
Counsel may, in his or her discretion, refer questions regarding the Code to
the Board of Directors. Such questions are treated confidentially, where
appropriate.

A.    GENERAL

      1.  This Code applies to every employee.

      2.  Employees may not engage in personal business transactions or private
          arrangements for personal profit resulting from or based upon their
          position or authority within Polaroid, or based upon confidential
          information gained by having such position or authority.

      3.  Employees may not make business commitments on behalf of Polaroid or
          enter into business agreements with third parties, unless authorized
          to do so by a Polaroid officer or his/her designee.

      4.  Employees must comply with all applicable laws, rules, and regulations
          of the United States and other countries in which they conduct
          business.

      5.  Without limiting the applicability of this Policy to all Polaroid
          employees, the requirements of this Code are expressly applicable to
          Polaroid's senior financial officers, including its principal
          financial officer and controller or principal accounting officer, or
          persons performing similar functions, in accordance with the
          provisions of the Sarbanes-Oxley Act of 2002 and other applicable law.

B.    CONFLICTS OF INTEREST

      1.  GENERAL CONFLICTS: An employee may not act on any Polaroid matter in
          which he or she has a personal interest and, thus, cannot provide
          unbiased judgment and act honestly, objectively, and effectively.
          Polaroid employees are expected to restrict their personal business
          affairs in order to avoid conflicts of interest, or even the
          perception of a conflict of interest, with their duties as employees.
          Employees must avoid situations

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          that could lead to a conflict of interest. Certain situations must be
          avoided, including, but not limited to, the following:

          a.   Employees must not use their positions or authority at Polaroid
               to benefit anyone other than Polaroid, including the employee and
               members of his/her family.

          b.   Employees must not participate in personal business affairs that
               might present a conflict of interest with their duties and
               responsibilities.

          c.   Employees must not act in any Polaroid matter where their
               personal interest (or that of anyone other than Polaroid) might
               affect their business judgment.

          d.   Employees' outside activities and interests should not interfere
               with their obligations to their positions at Polaroid, or
               otherwise create a conflict of commitment. Generally, employees
               should not accept any outside position that would impair the
               employees' ability to fulfill their obligations to Polaroid.

      2.  FAMILY MEMBERS: If an employee's work assignment involves an
          organization in which the employee or any member of his or her family
          has a personal interest or with which the employee has been employed
          or associated in the past, the employee must immediately advise the
          General Counsel.

      3.  PERSONAL FINANCIAL INTERESTS: Without prior written approval of the
          General Counsel (or, in the case of the Chief Executive Officer, the
          Chief Financial Officer, Chief Legal Officer, the Controller or the
          General Counsel, without the prior approval of the Board of Directors
          as advised by the Chief Legal Officer or General Counsel), an employee
          must not have any material financial interest in any supplier or
          customer of Polaroid or in any organization with which Polaroid is
          collaborating on any project. Without prior written approval of the
          General Counsel, an employee of Polaroid must not:

          a.   Have any material financial interest in a organization with which
               Polaroid is collaborating on any project (such as, a business or
               technology partner) or in a Polaroid supplier or customer.

          b.   Own more than one percent of the total outstanding shares or
               units of a security for which a public market exists of any
               customer or supplier of Polaroid, or any organization with which
               Polaroid is collaborating on any project. In addition, an
               employee's ownership

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               must not represent more than 10 percent of his or her total net
               worth.

          c.   Engage in any financial transaction, including borrowing or
               lending funds, with any customer or supplier of Polaroid, or any
               organization with which Polaroid is collaborating on any project.

          d.   Be employed by, hold office, or serve as a director of any
               organization that is a customer or supplier of Polaroid, or with
               which Polaroid is collaborating on any project.

C.    GIFTS AND PAYMENTS

      1.  RECEIVING GIFTS AND BENEFITS:

          a.   An employee may not accept more than a trivial gift, favor, or
               service for him or herself or for a family member from any person
               with whom the employee may transact business on behalf of
               Polaroid. Even trivial gifts must not be accepted if they might
               be considered questionable in the location where you are doing
               business. Any gift having a value of $100 or more will be
               presumed to be more than trivial

          b.   Asking for or receiving kickbacks, bribes, or undisclosed
               commissions is absolutely prohibited.

      2.  PAYMENTS OR GIFTS TO CUSTOMERS:

          a.   Polaroid employees may not provide payments or more than trivial
               gifts, or services to or for the benefit of any officer,
               director, member, agent, or representative of any present or
               prospective customer in order to influence, directly or
               indirectly, the purchase of any product or service from Polaroid.

          b.   An employee may not give more than trivial gifts, services, or
               other amenities for business purposes unless he or she believes
               that, due to cultural norms, not giving a gift, service, or
               another amenity might adversely affect Polaroid's interest. If
               the employee is uncertain about the effect on Polaroid's
               interests, the employee must refer the matter to his or her
               immediate supervisor. In no event shall such gifts violate the
               letter or spirit of applicable law.

          c.   EXCEPTIONS: Some exceptions may be acceptable if administered
               with the highest standards of propriety and ethical behavior:
               sales incentives and performance awards to customers if
               consistent with local practice; business entertainment (such as
               marketing lunches

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               or dinners) if customary in the local business community; and
               payments of expenses for customers to attend certain special
               Polaroid functions, such as a new product launch or business
               meeting. Employees arranging or engaging in legitimate business
               entertainment activities, such as sales luncheons or dinners,
               must comply with high standards of propriety and ethical behavior
               in both the home and the applicable business community.

      3.  PAYMENTS OR GIFTS TO GOVERNMENT REPRESENTATIVES

          a.   Employees must not provide any payments, gifts, or services to
               any government official, member, or designee for the purpose of
               influencing, directly or indirectly, any government action or
               decision, with the sole exception of "facilitating" payments.
               Facilitating payments are reasonable payments to a foreign
               official to expedite or secure performance of a
               non-discretionary, ministerial act (such as issuing a permit,
               license, performing inspection services, providing utilities,
               etc.). Any facilitating payment over $200 shall be considered
               unreasonable unless prior written approval is obtained from the
               General Counsel.

          b.   Employees must not make prohibited payments, even if the failure
               to pay puts Polaroid at a competitive disadvantage. If an
               employee knows of illegal payments being used to advance the sale
               of Polaroid products, that employee should not complete the sale.
               This situation should be reported to the employee's supervisor or
               to the General Counsel immediately.

          c.   If an employee is approached for a bribe, or if an employee is
               unsure whether an expected payment is legal and proper, the
               employee should seek advice from the General Counsel before
               proceeding.

D.    POLITICAL ACTIVITIES AND CONTRIBUTIONS

      1.  Except through Polaroid's corporate-sanctioned programs as they may
          exist from time to time, Polaroid employees may not make or solicit
          contributions in the name of or on behalf of Polaroid. They may not
          provide Polaroid funds in any form to aid any political party or
          candidate or cause (such as, a ballot question or referendum) or use
          company facilities (including computers, faxes, printers, and copier)
          to assist any political party, candidate, or cause.

      2.  The Code does not prohibit contributions made to any candidate or
          cause from an employee's own personal funds and on the employee's own
          time. An employee may not, however, coerce or pressure other employees
          to

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          make political contributions. Soliciting political contributions in
          the workplace is not allowed.

      3.  Employees participating in civic or political activities do so as
          individuals and not as representatives of Polaroid. To avoid any
          interpretation of organizational sponsorship or endorsement,
          Polaroid's name and address should not be used in material mailed,
          fund collections, or advertisements.

E.    IMPROPER USE OF CONFIDENTIAL / INSIDER INFORMATION

      1.  In the course of their employment or service, employees may acquire
          proprietary information, including business strategies, pricing
          information, financial data, and intellectual property. Employees
          should treat such information with utmost care and must maintain its
          confidentiality during and after the conclusion of their employment or
          service (and in accordance with the terms of any confidentiality
          agreement signed with Polaroid).

      2.  Polaroid employees may not divulge confidential commercial, technical,
          or other business information to any unauthorized person or release
          any such information before it is officially authorized to be
          released. This confidentiality requirement further applies to the
          business operations and decisions of Polaroid, which an employee
          should not discuss outside the scope of his or her employment or
          service prior to formal public disclosure of a transaction or a
          business decision or prior to the formal execution of contract
          documents. This prohibition applies not merely to the disclosure or
          use of information for an individual's personal financial gain or
          advantage, but also to all premature disclosures which have the
          potential to prejudice business decisions or negotiations of Polaroid.
          This prohibition also proscribes posting information concerning or
          information or opinions about Polaroid or its offerings on Internet-
          or web-based message boards.

          Examples of non-public Polaroid information include, but are not
          limited to: Polaroid financial projections and unannounced operating
          results and projections of business units, product lines or products,
          or technologies or innovations; products in development; legal
          matters; unannounced organizational changes, acquisitions and plant
          closures or expansions; marketing and advertising strategies;
          evaluations of competitors' performance; relationships with customers
          and suppliers; and internal audit and other reports.

      3.  Confidentiality Agreements: An employee must never provide
          confidential information about Polaroid to any outside party or accept
          such information from anyone unless Polaroid has a binding
          confidentiality agreement with that party, issued by the Legal
          Division and signed by a corporate officer.

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      4.  Except as authorized by Polaroid's General Counsel, an employee must
          refrain from discussions with competitors regarding prices,
          distribution, customers, product development, or any other Polaroid
          information regarding the sale, distribution, pricing or development
          of Polaroid products and services.

F.    OUTSIDE EMPLOYMENT

      1.  Employees may not have outside employment or business affiliations
          incompatible with their employment by Polaroid.

      2.  If the employee performs or intends to perform outside services for
          compensation involving matters in which Polaroid may have an interest,
          the employee must report outside services or the intention to engage
          in such services to his or her immediate supervisor and provide all
          pertinent facts.

      3.  Under no circumstances may Polaroid employees employed in a research,
          development, or engineering capacity engage in outside research or
          consulting without written approval from Polaroid's General Counsel,
          or his or her designee.

      4.  An employee may not act on behalf of Polaroid in any manner that, to
          his or her knowledge, directly or indirectly affects any outside
          person with whom the person is negotiating for future employment. In
          such a case, the employee must ask to be relieved of the specific
          assignment that interferes with such negotiation.

G.    ACCURATE REPORTING

      1.  Employees must follow Polaroid's accounting, reporting, and control
          procedures in compiling information and records of Polaroid activity
          so that the resulting data are a fair representation of the facts. All
          books, records, and accounts shall be maintained in accordance with
          all applicable regulations and standards, and shall accurately and
          completely reflect the true nature of the transactions they record. No
          undisclosed or unrecorded account or fund shall be established or
          maintained for any purpose. Accounting practices that misstate
          operating results, obscure transactions, or alter the substance of a
          transaction are prohibited. In particular, reports and documents that
          are filed with the Securities and Exchange Commission, or otherwise
          publicly communicated, must be full, fair, accurate, timely, and
          consistent with U.S. Generally Accepted Accounting Principles (U.S.
          GAAP). No false or misleading entries shall be made in Polaroid's
          books or records for any reason, and all disbursements of corporate
          monies and disposition of corporate assets or

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          rights or other properties shall be made without adequate supporting
          documentation.

      2.  Information, such as test results, sales projections, income and
          budget forecasts, should be reported accurately and completely. When
          employees estimate, they should say that they are doing so, and should
          do their best to ensure that estimates are realistic.

      3.  Travel and entertainment expenses and mileage should be documented
          with receipts, as required by the Internal Revenue Service or
          Polaroid's Travel and Entertainment Policy.

      4.  Putting false information on forms and reports or organizing the
          information to mislead is strictly prohibited, and may result in
          immediate discharge and civil and/or criminal action. Examples include
          insurance forms, quality assurance reports, environmental monitoring
          reports, expense reports, and time cards.

H.    FAIR COMPETITION

      1.  Polaroid competes fairly in the marketplace by manufacturing,
          marketing, selling, and delivering high-quality products and services.

      2.  In pursuing business opportunities, an employee is free to truthfully
          compare the advantages of Polaroid's offerings with those of
          competitors, but an employee must not make disparaging remarks or
          spread rumors or false information.

      3.  Except under the terms of properly executed confidentiality
          agreements, employees must not knowingly acquire information from
          competitors that the competitors consider proprietary. This
          requirement includes information in the possession of Polaroid
          employees who previously worked for competitors, as well as
          information gained improperly.

I.    ANTITRUST LAWS

      1.  Antitrust laws in the United States and many other countries seek to
          keep markets open and competitive by prohibiting actions that unfairly
          restrict competition or interfere with the conduct of a free market.
          Actions that violate antitrust laws include:

          a.   Pricing, territorial or customer-allocation agreements with
               competitors;

          b.   Resale price fixing with dealers;

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          c.   Arrangements that restrict suppliers from selling to the
               competition, except where Polaroid proprietary rights exist;

          d.   Unfair discrimination among competing dealers based on pricing,
               allowances, or other terms; and

          e.   Sale conditions that require customers to buy unwanted products
               or to refrain from buying competitor's products.

      2.  In order to avoid or prevent antitrust violations or the appearance of
          such violations, employees of Polaroid must:

          a.   Not share confidential business information, such as pricing,
               profit projections, market share, and marketing plans, with
               persons not employed or retained by Polaroid;

          b.   Adhere to established pricing and discounting policies for the
               sale of Polaroid products; and

          c.   Avoid the use of terms - in speech, writing, or electronic
               communication - that suggest or might suggest an intent to
               control or dominate a market or drive out competition.

J.    IMPORT / EXPORT LAWS

      1.  Under U.S. law, Polaroid may not participate in international economic
          boycotts against nations friendly to the United States. An example is
          the Arab boycott of Israel. If the terms of any transaction refer to
          such a boycott, the employees involved should contact the Legal
          Division immediately. Further details concerning Polaroid's policy
          against participating in such boycotts are set forth in Section K
          ("ANTI-BOYCOTT LAWS COMPLIANCE") below.

      2.  Polaroid products must not be exported to countries where sales are
          prohibited by U.S. law. A list of such countries may be obtained by
          contacting Polaroid's Trade Regulations Manager.

      3.  Polaroid products must not be exported for any use that is prohibited
          in the country of destination. Transactions must be fully and
          accurately documented to avoid violating this prohibition.

      4.  Any international transfer of products or technical information that
          requires a license or approval under U.S. law or from the government
          of another country must be arranged through Polaroid's Trade
          Regulations Manager.

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      5.  All products and material must be correctly valued for Customs
          purposes (such as, transfer prices or value for insurance purposes).
          All requirements for Customs must be met, and import and export duties
          or taxes must be paid in full.

      6.  An employee must not attempt to avoid or evade any of the above
          referenced prohibitions and sales restrictions by engaging in indirect
          sales or transactions through third parties.

      7.  Any employee who is uncertain whether a proposed transaction may
          violate any of the above referenced import/export restrictions should
          seek clarification from the Trade Regulations Manager or the Legal
          Division before proceeding with the transaction.


K.    ANTI-BOYCOTT LAWS COMPLIANCE

      1.  GENERAL GUIDELINES.

          a.   Polaroid employees may not agree in any fashion, either orally or
               in writing, to participate in activities prohibited by the U.S.
               anti-boycott laws. The prohibition extends not only to the terms
               of a contract, but also to shipping documents, credit documents,
               or oral understandings.

          b.   Polaroid may not refuse to do business with another party based
               on a request from a third party for actual or alleged
               boycott-related reasons.

          c.   Polaroid may not select vendors based on blacklist or approved
               list of vendors from boycotting countries.

          d.   Polaroid may not provide any information concerning Polaroid, its
               personnel, its suppliers, its customers, or any third parties in
               response to a questionnaire or other request from a party
               participating in a boycott or a central boycotting office.

      2. PROHIBITED ACTS AND STATEMENTS. The following agreements, actions, or
statements, or any variations or any other acts that have the same effect,
CANNOT be made by any Polaroid employee without the prior written approval of
Polaroid's General Counsel:

          a.   ANY negative certification or statement of origin (such as, "This
               product is not of Russian origin");

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          b.   any negative statement as to the carrier or insurer of Polaroid
               products;

          c.   any statement regarding the business affairs or relationship (or
               lack of a relationship) of Polaroid or any third party with
               Israel or any other country that is the subject of an
               international boycott;

          d.   any agreement that states or suggests that Polaroid will comply
               with the boycotting laws of a particular country (it is, however,
               permissible to agree that the laws of a particular country will
               govern the agreement);

          e.   providing information to any boycott office; and

          f.   responding to any boycott questionnaires.

      3. PERMISSIBLE ACTS AND STATEMENTS. The following statement may be made by
Polaroid employees; however, any variations should be cleared through Polaroid's
General Counsel:

          a.   statements as to the identity of the supplier;

          b.   statements as to the origin of the goods or any components
               thereof (such as, these goods originate in the U.S. or Mexico);

          c.   statements as to the name of the carrier or insurer or route to
               be used by the carrier;

          d.   statements concerning oneself or family for immigration,
               passport, visa, or employment purposes; and

          e.   a LIMITED statement acknowledging that the customs and import
               laws and regulations of a country (even if a boycotting country)
               shall apply to the shipment of products to the boycotting country
               (such as, Importation shall be in accordance with the customs
               laws of Yemen); however, Polaroid's General Counsel should be
               consulted before any such limited statement is made or agreed to.

L.    FOREIGN CORRUPT PRACTICES ACT

      1.  To ensure compliance with the United States Foreign Corrupt Practices
          Act ("FCPA"), employees of Polaroid must not engage in any of the
          following conduct:

          a.   Payments to foreign officials to obtain or retain business or to
               influence buying decisions concerning Polaroid products;

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          b.   Use of third-party consultants, finders, brokers, or other
               intermediaries to process or make payments forbidden by the FCPA
               or to otherwise circumvent the restrictions or requirements of
               the FCPA;

          c.   Authorize payments to an intermediary while knowing that all or a
               portion of such payments will be offered, given, or promised,
               directly or indirectly, to any prohibited recipient under the
               FCPA;

          d.   Fail to maintain business records sufficient to satisfy the
               requirements of the FCPA; or

          e.   Falsify or destroy Polaroid records to cover up payments or
               actions in violation of the FCPA.

      2.  Steps should be taken to ensure that consultants, distributors, and
          others who may be reselling Polaroid's products to foreign governments
          accept Polaroid's statement of business ethics, as incorporated in
          this Code, and do not distribute Polaroid's products, or take any
          action related thereto, in violation of the FCPA.

      3.  Any violation or suspected violation of the FCPA in connection with
          Polaroid's business should be reported immediately to Polaroid's
          General Counsel.

M.    HEALTH, SAFETY & ENVIRONMENTAL AFFAIRS

      See Polaroid's Health, Safety & Environmental Policy, Policy Number HSE-01
[CROSS-LINK]

N.    REPORTING CONCERNS

      1.  Each employee is expected, when concerned about legal or ethical
          behavior related to Polaroid's business, to take prompt action to
          inquire about or report the behavior, either by contacting Polaroid's
          General Counsel (or such other person as the General Counsel may
          designate) or, when anonymity is desired, by contacting Polaroid's
          Assist Hotline: 1-800-392-2730 (or 1-704-556-7046 from outside the
          U.S.). Written material may be sent to Polaroid Assist c/o Pinkerton
          Compliance Services, 13950 Corporate Place, Suite 200, Charlotte, NC
          28277. The Assist Program will refer issues to the appropriate
          division of Polaroid: Human Resources, Security, Legal or, in certain
          cases, the Board of Directors. The contacting party will be given an
          issue identification number to allow them to follow up on the status
          of the issue.

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      2.  Employees, officers and directors may not discharge, demote, suspend,
          threaten, harass or in any other manner discriminate or retaliate
          against an employee because he or she reports any such violation,
          unless it is determined that the report was made with knowledge that
          it was false.

      3.  Inquiries and reports are generally held in strict confidence, within
          the limits of the law.

      4.  The General Counsel is authorized to direct the employee to continue
          with the assignment in question when this appears to be in the
          interest of Polaroid, and after considering questions of
          confidentiality, conflicts of interest, the extent to which the
          employee's activities will be supervised by an appropriate Polaroid
          representative, and the difficulty of assigning the matter to someone
          else.

      5.  While Polaroid believes that prompt reporting and internal
          investigation can best address potential violations of the Code,
          nothing in this Code should discourage you from reporting any illegal
          activity, including any violation of the securities laws, antitrust
          laws, environmental laws or any other federal, state or foreign law,
          rule or regulation, to the appropriate regulatory authority.

O.    ROLE OF MANAGERS & SUPERVISORS

      1.  All managers of Polaroid's divisions and subsidiaries are to take
          appropriate action to assure the continuing awareness of the
          requirements of this Code, and to seek to prevent violations thereof.
          Failure of an employee, including any manager or supervisor, to comply
          with any of the provisions of this Code may lead to disciplinary
          action, up to, and including, termination.

      2.  If an employee requests that a supervisor refer a matter to the
          General Counsel, the supervisor should do so.

      3.  An individual supervisor or department may adopt policies regarding
          gifts and gratuities that are more restrictive than those set forth in
          this section with the approval of the Chief Human Resources Officer,
          as well as the General Counsel.

P.    WAIVERS

      1.  Any employee or non-executive officer who believes that an exception
          to any of these policies is appropriate in his or her case should
          first contact his or her immediate supervisor. If the supervisor
          agrees that an exception is appropriate, the approval of the General
          Counsel must be obtained. He or

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          she shall maintain a complete record of all requests for exceptions to
          any of these policies and the disposition of such requests.

      2.  Any executive officer or director who seeks an exception to any of
          these policies should contact the Chief Legal Officer or the General
          Counsel. Any waiver of this Code for executive officers or directors
          or any change to this Code that applies to executive officers or
          directors may be made only by the Board of Directors of the Company
          and will be disclosed as required by law or applicable exchange
          regulation.

Q.    DISSEMINATION AND AMENDMENT

      1.  This Code shall be distributed to each new employee of the Company
          upon commencement of his or her employment or other relationship with
          Polaroid, and shall also be distributed to each:(a) corporate officer;
          (b) employee in the Finance, Purchasing, and Legal Divisions;(c)
          employee classified as Grade 12 or above; and (d) designated employee
          engaged in certain sales- or customer-facing activities, each of whom
          shall certify annually that he or she has received, read and
          understood the Code and has complied with and will comply with its
          terms.

      2.  The Company reserves the right to amend, alter or terminate this Code
          at any time for any reason.

      3.  This document is not an employment contract between Polaroid and any
          of its employees.

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