Exhibit 14

                MONMOUTH CAPITAL CORPORATION

             CODE OF BUSINESS CONDUCT AND ETHICS

Purpose and Scope

     This  Code  of Business Conduct and Ethics ("Code")  is
intended to document the principles of conduct and ethics to
be  followed  by  the directors, officers and  employees  of
Monmouth  Capital Corporation (the Company),  including  its
principal executive officer and principal financial officer.
 Its purpose is to:

  -  Promote  honest  and  ethical  conduct,  including  the
   ethical  handling  of  actual or  apparent  conflicts  of
   interest     between     personal    and     professional
   relationships;

  -  Promote    full,    fair,    accurate,    timely,    and
    understandable   disclosure  in  the  periodic   reports
    required to be filed by the Company;

  -  Promote  compliance  with applicable governmental  rules
    and regulations;

  -  Provide  guidance to directors, officers  and  employees
    to help them recognize and deal with ethical issues;

  -  Provide mechanisms to report unethical conduct; and,

  -  Help foster a culture of honesty and accountability.

     The Company will expect all its directors, officers and
employees to comply at all times with the principles in this
Code. A violation of this Code by an employee is grounds for
disciplinary  action  up  to  and  including  discharge  and
possible legal prosecution.

Fair Dealing

     Each employee will, at all times, deal fairly with  the
Company's  customers, suppliers, competitors and  employees.
  While  we  expect our employees to make  every  effort  to
advance the interests of the Company, we expect them  to  do
so in a manner that is consistent with the highest standards
of integrity and ethical dealing.

     No  employee  is  to  take unfair advantage  of  anyone
through   manipulation,  concealment,  abuse  of  privileged
information, misrepresentation of facts, or any other unfair-
dealing  practice.   Employees should not  accept  gifts  or
personal favors that could in any way, influence, or  appear
to   influence,   business  decisions  in   favor   of   any
organization who whom or with which the Company has,  or  is
likely  to  have,  business dealings.  Similarly,  employees
must not accept any other preferential treatment under these
circumstances because their position with the Company  might
be  inclined  to,  or  be perceived  to,  place  them  under
obligation.

                             -1-
<PAGE>


       The Company is an equal opportunity employer and does
not  discriminate  on  the  basis  of  race,  color,  creed,
national origin, religion, sex, sexual orientation,  marital
status,  age or non-disqualifying disability.  The Company's
commitment  to equal opportunity extends to all  aspects  of
the    employment   relationship,   including   advertising,
recruitment,  hiring,  compensation,  benefits,   promotion,
transfer, layoffs, termination and discipline

       The  Company is committed to an environment  that  is
free from physical, psychological or verbal harassment based
on   race,   sex,  national  original,  or  other  protected
characteristics.   Harassment can assume  many  forms.   For
example,  the  Equal Opportunity Employment  Commission  has
defined  sexual  harassment  to  include  unwelcome   sexual
advances,  requests for sexual favors, and other  verbal  or
physical   conduct  of  a  sexual  nature  that  alters   an
employee's  work  environment  or  employment  status.   The
Company  will  not  tolerate harassment  of  its  employees.
Employees who engage in harassment are subject to discipline
and possibly discharge.

Compliance with Laws, Rules and Regulations

       Employees are expected at all times to comply in  all
material  respects  with  all  applicable  laws,  rules  and
regulations.    These  laws,  rules  and   regulations   may
sometimes be ambiguous and difficult to interpret.  If there
are  any questions, employees should seek advice from  their
supervisor or from the general counsel.

       Directors,  officers and employees  are  required  to
  comply  with  the  Company's Policy  Regarding  Non-Public
  Information,  and  with all other policies  applicable  to
  them that are adopted by the Company from time to time.

       Senior  management must be informed at all  times  of
  matters  which  might adversely affect the  reputation  of
  the   Company,   regardless  of   the   source   of   such
  information,   including   governmental   and   regulatory
  agencies.   All  employees must cooperate fully  with  the
  Company's independent auditors, regulators and attorneys.

        All  employees  must also cooperate fully  with  the
  people  responsible for preparing reports filed  with  the
  Securities   and  Exchange  Commission   and   all   other
  materials that are made available to the investing  public
  to  make sure those people are aware in a timely manner of
  all  information that might have to be disclosed in  those
  reports  or other materials or that might affect  the  way
  in which information is disclosed in them.

      The  Company's accounting records are relied  upon  to
  produce    reports    for   the   Company's    management,
  shareholders,   creditors,  governmental   agencies,   and
  others.   All  Company  accounting  records,  as  well  as
  reports  produced  from those records, must  be  kept  and
  presented  in accordance with the laws of each  applicable
  jurisdiction,  and must accurately and fairly  reflect  in
  reasonable   detail  the  Company's  assets,  liabilities,
  revenues and expenses.  As Company employees, we all  have
  the  responsibility to ensure that false or  intentionally
  misleading  entries are not made in the Company accounting
  records.      We     must    not    permit     intentional
  misclassification  of  transactions  as  to  accounts   or
  accounting  periods.  All transactions shall be  supported
  by  accurate documentation in reasonable detail,  recorded
  in  the  proper  account  and  in  the  proper  accounting
  period.

                             -2-
<PAGE>

Confidentiality

        Monmouth  Capital  Corporation  is  a  publicly-held
company.   As  such,  we must disclose accurate  information
about  our operations on a timely basis.  The Company  seeks
to  minimize  the risk that certain investors  or  employees
take  unfair  advantage by trading while  in  possession  of
information  not  yet  released to the  public.   Directors,
officers and employees must maintain the confidentiality  of
all  information  entrusted to them by the  Company  or  its
customers  that  is treated by them as confidential,  except
when  disclosure  is  authorized by the Company  or  legally
mandated.

      Confidential information includes all information that
may be of use to the Company's competitors, or that could be
harmful to the Company or its customers, if disclosed.

      Directors, officers and employees will comply with all
confidentiality policies adopted by the Company from time to
time,  and with confidentiality provisions in agreements  to
which they or the Company are parties.

Securities Trading

      Section 10 (b) of the Securities Exchange Act of  1934
and  the  rule  10b-5 of the Act make it  unlawful  for  any
person  directly  or  indirectly,  in  connection  with  the
purchase  or sale of any security to (1) employ any  device,
scheme or trick to defraud, or (2) make any untrue statement
of  a  material fact or to omit to state a material fact  in
order  to  make the statements made not misleading,  or  (3)
engage  in  any  act, practice or course of  business  which
operates  or  would operate as a fraud or  deceit  upon  any
person.  Beyond  the requirements of the  law,  the  Company
endeavors   to   preserve  a  fair   marketplace   for   its
shareholders.

Insider Trading

       Insider  trading is a serious crime. The offense  may
occur  when,  for example, a person trades  stock  while  in
possession  of  material  nonpublic  information  about  the
Company.   Information is "material" if it would affect  the
average person's decision to buy, sell or hold the stock  of
the  Company.  Information is nonpublic if it has  not  been
released to the investing public, or if the investing public
has  not  had sufficient time to absorb the details  of  the
information.  If  you  are  aware  of  material  information
relating   to  the  Company  that  has  not  been   publicly
disseminated  for at least two full business days,  you  are
prohibited  from purchasing or selling securities,  directly
or  indirectly, and you are prohibited from disclosing  such
information  to any other person so that they may  trade  in
the  stock.  Do  not trade on the basis of any  confidential
information whether the information relates to  the Company,
a   customer   or   any   other entity  contemplating  doing
business     with    or  currently doing business  with  the
Company  or  whether you become aware of the information  at
your job, or outside of your normal working environment.

                             -3-
<PAGE>


Designated Insiders

       Directors   and   senior  officers   are   considered
"designated insiders" and the spouses or other associates of
such  persons  are subject to special trading  restrictions.
 Associates include immediate family members and anyone else
living  in  the same household.  "Designated insiders"  must
pre-clear  all  trades  with  the  Vice  President  of   the
Company.   "Designated insiders" include all Directors,  the
Chairman, President, Vice President and Secretary/Treasurer.

SEC Reporting Obligations

       Directors  and  senior  officers  are  designated  as
"insiders" for purposes of Section 16 reporting obligations,
and   any  ten  percent  shareholders  are  subject  to  two
additional  requirements. The first  is  the  "short  swing"
profit  rule.   Except for certain exempt transactions,  any
profit deriving from a purchase and sale (or vice-versa)  of
the  Company's securities of which they are deemed to be the
beneficial  owner,  within  a  six-month  period,  must   be
returned to the Company.

      Additionally, Section 16(a) of the Securities Exchange
Act  of 1934 requires that SEC forms (including SEC Form  4)
be  filed  any  time  there is a change  in  the  beneficial
interest   in  the  Company's  stock  of  these   designated
insiders.   As a courtesy to these designated insiders,  the
Company's  Shareholder  Relations Department  will  complete
these   forms.    It  is  imperative  that   the   Company's
Shareholder Relations Department be informed immediately  of
any  change  in  beneficial interest since  SEC  Form  4  is
required  to  be filed within two (2) business days  of  the
date of any transaction.

Conflicts of Interest

        Directors, officers and employees must do everything
  they reasonably can to avoid conflicts of interest or  the
  appearance of conflicts of interest.

        A "conflict of interest" occurs when an individual's
  private  interest is different from the interests  of  the
  Company as a whole. Conflict situations include:

        (1)       When a director, officer or employee, or a
           member   of  his  or  her  family,  will  benefit
           personally  from something the director,  officer
           or  employee does or fails to do that is  not  in
           the best interests of the Company,

                             -4-

<PAGE>


        (2)       When  an  employee,  officer  or  director
           takes  actions or has interests that may make  it
           difficult  to  perform his or  her  Company  work
           objectively and effectively, and

        (3)       When an employee, officer or director,  or
           a  member of his or her family, receives personal
           benefits from somebody other than the Company  as
           a  result  of his or her position in the Company.
             Loans to, or guarantees of obligations of, such
           persons are of special concern.

        If  a  conflict  of interest becomes unavoidable,  a
director  or  the principal executive officer will  promptly
report  the  conflict of interest to the Board,  an  officer
other  than  the principal executive officer  will  promptly
report  the conflict of interest to the principal  executive
officer  and  any  other employee will promptly  report  the
conflict  of  interest  to his or her  supervisor.  In  each
instance  the director, officer or employee will  work  with
the  person  or  persons to whom a conflict of  interest  is
reported  to devise an arrangement by which (1) that  person
or  those  persons  (or  their designee)  will  monitor  the
situation   which  creates,  or  gives  the  appearance   of
creating, a conflict of interest, (2) the director,  officer
or  employee who has a conflict will, to the fullest  extent
possible,  be  kept  out  of any  decisions  that  might  be
affected by the conflict of interest, (3) arrangements  will
be  made  to  ensure that the director, officer or  employee
will  not  profit personally from the situation that  causes
the  conflict  of interest, and (4) every reasonable  effort
will  be  made  to  eliminate the conflict  of  interest  as
promptly as possible.

 Corporate Opportunities

       No director, officer or employee will:

        (1)           Take for himself or herself personally
            any  opportunity  of which  he  or  she  becomes
            aware,  or  to  which he or she obtains  access,
            through   the   use   of   corporate   property,
            information or position;

        (2)           Make  it  possible for somebody  other
            than  the  Company  to  take  advantage  of   an
            opportunity  in  any of the Company's  areas  of
            business  of  which  the  director,  officer  or
            employee becomes aware in the course of  his  or
            her  activities on behalf of the Company, unless
            the   Company  has  expressly  decided  not   to
            attempt to take advantage of the opportunity;

        (3)            Otherwise  use  corporate   property,
            information, or position for personal gain; or,

        (4)           Compete with the Company generally  or
            with   regard   to   specific  transactions   or
            opportunities.

               Directors, officers and employees owe a duty
to the Company to advance its legitimate interests when the
opportunity to do so arises.

                          -5-

<PAGE>

Protection and Proper Use of Company Assets

        Directors,  officers  and  employees  will  in   all
practicable  ways  protect the Company's assets  and  ensure
their efficient use.

        Directors,  officers  and  employees  will  use  the
Company's assets only for the Company's legitimate  business
purposes.

Change in or Waiver of the Code

       Any  waiver  of any provision of this  Code  must  be
approved.  With regard to any director or officer,  approval
must  be  by  the  Board of Directors, or if  a  significant
number  of  its members will be personally affected  by  the
waiver,  must be approved by a committee consisting entirely
of  directors  who will not be personally  affected  by  the
waiver.

       With regard to any employee who is not an officer  of
the  Company,  by the employee's supervisor  or  such  other
person  as  is designated by the chief executive officer  of
the Company.

      No waiver of any provision of this Code with regard to
a  director  or officer will be effective until that  waiver
has   been  reported  to  the  person  responsible  for  the
preparation and filing of the Company's reports on Form  8-K
(or  any  successor  to that form) in sufficient  detail  to
enable  that  person  to  prepare  a  report  on  Form   8-K
containing  any  required  disclosure  with  regard  to  the
waiver.  The Company will promptly disclose on Form 8-K,  by
means  of the filing of such form and dissemination  by  the
Internet  or  by other electronic means, any  change  in  or
waiver of the Code.

      Any waiver of provisions of this Code will be reported
in  filings with the Securities and Exchange Commission  and
otherwise reported to the Company's stockholders to the full
extent  required by the rules of the Securities and Exchange
Commission  and  by any applicable rules of  any  securities
exchange  or  securities  quotation  system  on  which   the
Company's securities are listed or quoted.

Compliance

      Directors, officers and employees must report promptly
any violations of this Code (including any violations of the
requirement  of compliance with law). Failure  to  report  a
violation can lead to disciplinary action against the person
who failed to report the violation which may be as severe as
the disciplinary action against the person who committed the
violation.

        Normally,  a possible violation of this Code  by  an
employee  other  than an officer of the  Company  should  be
reported  to the supervisor of the employee who commits  the
violation.  However,  any employee may report  any  possible
violation to the general counsel of the Company.

                             -6-

<PAGE>

       A possible violation of this Code by a director or an
officer  of  the Company should be reported to  the  general
counsel  of the Company. If an employee believes that  in  a
particular situation it would not be appropriate to report a
possible  violation by a director or officer to the  general
counsel,  the employee may report the possible violation  to
the  principal  executive officer of  the  Company,  to  the
Chairman  of the Audit Committee of the Company's  Board  of
Directors,  or  to  any other officer  or  director  of  the
Company   to  whom  the  employee  believes  it   would   be
appropriate to report the possible violation.

       The  identity of the employee who reports a  possible
violation  of  this Code by another employee  will  be  kept
confidential, except to the extent the employee who  reports
the  possible  violation consents to be  identified  or  the
identification of that employee is required by law.

       Possible  violations  may be reported  orally  or  in
writing and may be reported anonymously.

Whistleblower Protection

       The  Company  shall not discharge,  demote,  suspend,
threaten, harass, or discriminate against any employee  who,
in   good   faith,  (A)  provides  information   during   an
investigation, or (B) files, testifies, participates in,  or
otherwise assists in a proceeding filed, that relates  to  a
violation  of  an SEC rule, or any Federal law  relating  to
fraud  against shareholders when the information is provided
to,  or  conducted  by  (i)  a  Federal  regulatory  or  law
enforcement   agency,  (ii)  any  member  or  committee   of
Congress, or (iii) a person with supervisory authority  over
the  employee  or  who  has  the authority  to  investigate,
discover or terminate misconduct.

Contact Information

       Within  30  days of adoption of the Code,  management
will  provide  all  employees with a memo with  the  contact
information for reporting possible violations of  this  Code
or   for  reporting  any  complaints  regarding  accounting,
auditing, and internal control.

Terms used in this Code

       Any  reference  in  this Code to the  Company  is  to
Monmouth Capital Corporation and all its subsidiaries.

       Any reference in this Code to a director, officer  or
employee  of  the  Company  is to  a  director,  officer  or
employee  of  Monmouth  Capital  Corporation  and  all   its
subsidiaries.

                             -7-