EXHIBIT 14.1
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                           NATIONAL DATACOMPUTER, INC.
                 CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER
                          AND SENIOR FINANCIAL OFFICERS

            This Code of Ethics applies to the Chief Executive Officer and all
senior financial officers, including the Chief Financial Officer and Controller,
of National Datacomputer, Inc., a Delaware corporation ("NDI" or the "Company").
The CEO, CFO, Controller and senior financial officers are subject to the
following specific policies:

            The CEO and all senior financial officers are responsible for full,
            fair, accurate, timely and understandable disclosure in the periodic
            reports required to be filed by the Company with the SEC and in
            other communications made by NDI. Accordingly, it is the
            responsibility of the CEO and each senior financial officer promptly
            to bring to the attention of the Audit Committee any material
            information of which he or she may become aware that affects the
            disclosures made by the Company in its public filings and in other
            communications made by NDI and to assist the Audit Committee in
            fulfilling its responsibilities to ensure that the Company complies
            with legal rules and regulations governing the preparation and
            reporting of financial information and public communications, and to
            enforce this Code of Ethics.

            The CEO and each senior financial officer shall promptly bring to
            the attention of the Audit Committee any information he or she may
            have concerning (a) all significant deficiencies and material
            weaknesses in the design or operation of internal controls over
            financial reporting which could adversely affect the Company's
            ability to record, process, summarize and report financial data or
            (b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            internal controls over financial reporting.

            The CEO and each senior financial officer shall promptly bring to
            the attention of the Audit Committee any information he or she may
            have concerning any actual or apparent conflicts of interest between
            personal and professional relationships.

            The CEO and each senior financial officer shall promptly bring to
            the attention of the Audit Committee any information he or she may
            have concerning evidence of a material violation by the Company of
            the securities or other laws, rules or regulations applicable to the
            Company.

            The Audit Committee shall report to the Board of Directors any
            violations of the Code of Ethics by the CEO and the Company's senior
            financial officers. The Board of Directors shall then determine, or
            designate appropriate persons to determine, appropriate actions to
            be taken in the event of such violations. Such actions shall be
            reasonably designed to deter wrongdoing and to promote
            accountability for adherence to the Code of Ethics and

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            to these additional procedures, and shall include written notices to
            the individual involved that the Board has determined that there has
            been a violation, censure by the Board, demotion or re-assignment of
            the individual involved, suspension with or without pay or benefits
            (as determined by the Board) and termination of individual's
            employment. In determining what action is appropriate in a
            particular case, the Board of Directors or such designee shall take
            into account all relevant information, including the nature and
            severity of the violation, whether the violation was a single
            occurrence or repeated occurrences, whether the violation appears to
            have been intentional or inadvertent, whether the individual in
            question had been advised prior to the violation as to the proper
            course of action and whether or not the individual in question had
            committed other violations in the past.


     I, John P. Ward, as Chief Executive Officer of National Datacomputer, Inc.,
     hereby certify that I have read the foregoing Code of Ethics, I understand
     it, and I agree to comply with it in all respects.

                                                      /s/ John P. Ward
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                                                      March 18, 2004

     I, Gerald S. Eilberg, as Chief Financial Officer of National Datacomputer,
     Inc., hereby certify that I have read the foregoing Code of Ethics, I
     understand it, and I agree to comply with it in all respects.

                                                      /s/ Gerald S. Eilberg
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                                                      March 18, 2004

     I, Bruna Bucacci , as Controller of National Datacomputer, Inc., hereby
     certify that I have read the foregoing Code of Ethics, I understand it, and
     I agree to comply with it in all respects.

                                                      /s/ Bruna Bucacci
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                                                      March 18, 2004



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