EXHIBIT 14

                                 CODE OF ETHICS
                          FOR SENIOR FINANCIAL OFFICERS
                       AND THE PRINCIPAL EXECUTIVE OFFICER
                                       OF

                                    DVL, INC.

DVL, Inc. (the  "Company") is committed to conducting its business in compliance
with  all the  applicable  laws and  regulations  of the  countries  in which it
operates and in accordance with high standards of business conduct.  The Company
strives  to  maintain  the  highest  standard  of  accuracy,   completeness  and
disclosure in its financial dealings, records and reports. These standards serve
as the basis for  managing the  Company's  business,  for meeting the  Company's
duties  to its  shareholders  and  for  maintaining  compliance  with  financial
reporting requirements.  All of the Company's financial executives must agree to
comply with the following principles, and the Chief Executive Officer, in his or
her capacity as the Company's  principal  executive officer,  to whom all senior
financial  officers  ultimately  report,  will  promote and support this Code of
Ethics,   and,   to  the   extent   consistent   with  his  or  her  duties  and
responsibilities, comply with the following principles:

         Each  senior  financial  officer  of the  Company  will  adhere  to and
advocate the  following  principals  and  responsibilities  governing his or her
professional and ethical  conduct,  each to the best of his or her knowledge and
ability:

1.       Act with  honesty  and  integrity  and in an ethical  manner,  avoiding
         actual or apparent  conflicts of interest in personal and  professional
         relationships.

2.       Promptly disclose to the Company  [,THROUGH THE GENERAL COUNSEL,  CHIEF
         FINANCIAL  OFFICER OR AUDIT  COMMITTEE,]  any material  transaction  or
         relationship  that  reasonably  could  be  expected  to give  rise to a
         conflict of interest between personal and professional relationships.

3.       Provide  constituents  with  information  that is  accurate,  complete,
         objective, relevant, timely and understandable.

4.       Comply with rules and  regulations  of federal,  state,  provincial and
         local   governments  and  other  appropriate  and  private  and  public
         regulatory agencies.

5.       Act in good  faith,  responsibility,  with  due  care,  competence  and
         diligence,  without  misrepresenting  material  facts  or  allowing  my
         independent judgment to be subordinated.

6.       Use good  business  judgment in the  processing  and  recording  of all
         financial transactions.

7.       Respect the  confidentiality  of information  acquired in the course of
         the Company's  business,  except when  authorized or otherwise  legally
         obligated  to  disclose  such  information,  and not  use  confidential
         information acquired in the course of work for personal advantage.

8.       Share  knowledge and maintain  skills  important and relevant to his or
         her constituents' needs.

9.       Promote ethical behavior among constituents in the work environment.

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10.      Achieve  responsible  use of and control over all assets and  resources
         employed or entrusted to him or her.

11.      Comply with  generally  accepted  accounting  standards and  practices,
         rules, regulations and controls.

12.      Ensure that accounting entries are promptly and accurately recorded and
         properly documented and that no accounting entry intentionally distorts
         or disguises the true nature of any business transaction.

13.      Maintain  books and  records  that  fairly and  accurately  reflect the
         Company's business transactions.

14.      Sign only those  documents  that he or she  believes to be accurate and
         truthful.

15.      Devise,  implement and maintain  sufficient internal controls to assure
         that financial record keeping objectives are met.

16.      Prohibit the  establishment  of any undisclosed or unrecorded  funds or
         assets for any purpose and provide for the proper and prompt  recording
         of all disbursements of funds and all receipts.

17.      Not knowingly be a party to any illegal activity or engage in acts that
         are discreditable to my profession or the Company.

18.      Respect and  contribute to the  legitimate  and ethical  objects of the
         Company.

19.      Engage in only  those  services  for which he or she has the  necessary
         knowledge, skill and expertise.

20.      Not make,  or tolerate to be made,  false or  artificial  statements or
         entries  for any  purpose in the books and records of the Company or in
         any internal or external correspondence, memoranda, or communication of
         any type, including telephone or wire communications.

21.      Report to the  Company,  [THROUGH  THE  GENERAL  COUNSEL,  CFO OR AUDIT
         COMMITTEE]  any  situation  where  the Code of  Ethics,  the  Company's
         standards or the laws are being violated.

         Those  required  to comply  with this  Code of Ethics  understand  that
         failure to comply with this Code of Ethics will not be tolerated by the
         Company and that deviations therefrom or violations thereof will result
         in serious consequences,  which may include, but may not be limited to,
         serious reprimand, dismissal or other legal actions.

The parties subject to this Code of Ethics will acknowledge in writing that they
agree to comply with these requirements.