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                                  EXHIBIT 14.2

                                 CODE OF CONDUCT

                                       FOR

                        DIRECTORS, OFFICERS AND EMPLOYEES
                              OF EDGAR ONLINE, INC.

1.       PURPOSE.

         The Board of Directors (the "Board") of EDGAR Online, Inc. (the
"Company") has adopted the following Code of Conduct (this "Code") to apply to
the Company's directors, officers and employees. This Code is intended to focus
directors, officers and employees 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.

2.       INTRODUCTION.

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

         -    Loyalty. Directors, officers and employees should not be, or
              appear to be, subject to influences, interests or relationships
              that conflict with the interests of the Company.

         -    Compliance with Applicable Laws. Directors, officers and employees
              are expected to comply with all laws, rules and regulations
              applicable to the Company's and that individual's activities.

         -    Observance of Ethical Standards. Directors, officers and employees
              must adhere to high ethical standards in the conduct of their
              duties. These include honesty and fairness.

3.       INTEGRITY OF RECORDS AND PUBLIC REPORTING.

         Directors, officers and employees should promote the accurate and
reliable preparation and maintenance of the Company's financial and other
records. 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. In this regard, directors,
officers and employees (where applicable) should: (a) accurately document and
account for transactions on the books and records of the Company; and (b)
diligently maintain reports, vouchers, bills, invoices, payroll and service
records, business measurement and performance records and other essential data.
Senior financial officers also are responsible for establishing and maintaining
adequate disclosure controls and procedures and internal controls and
procedures, including procedures designed to promote full, fair, accurate,
timely and understandable disclosure in reports filed with the Securities and
Exchange Commission and other public communications.

4.       CONFLICT OF INTEREST.

         Directors, officers and employees must avoid any conflicts of interest
between themselves and the Company. Specifically, no director, officer and
employee shall make any investment, accept any position or benefits, participate
in any transaction or business arrangement or otherwise act in a manner that
creates or appears to create a conflict of interest with the Company unless such
person makes full disclosure of all facts and circumstances to, and obtains the
prior written approval of the Board.

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5.       CORPORATE OPPORTUNITIES.

         Directors, officers and employees 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.

         Directors, officers and employees 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,
suppliers or employees.

7.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

         Directors, officers and employees shall comply with all 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 and the federal securities laws.

8.       COMPLIANCE WITH CODE OF CONDUCT.

         If you know of or suspect a violation of applicable laws, rules or
regulations or this Code, you must immediately report that information to any of
(i) the General Counsel or (ii) any member of the Board. No one will be subject
to retaliation because of a good faith report of a suspected violation.
Violations of this Code may result in disciplinary action, up to and including
discharge. The Board shall determine, or shall designate appropriate persons to
determine, appropriate action in response to violations of this Code.

9.       WAIVERS.

         Any waivers of this Code must be approved by the Board.