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                                                                      EXHIBIT 14

                       CODE OF BUSINESS CONDUCT AND ETHICS
                                       OF
                           TELEX COMMUNICATIONS, INC.

      Telex Communication, Inc. (the "Company") recognizes that it is essential
to maintain our reputation for integrity among our investors, employees,
customers and the public. Therefore, we have enacted this Code of Business
Conduct and Ethics (the "Code of Conduct") in order to provide guidance to all
our personnel in recognizing and dealing with ethical issues, provide mechanisms
for reporting unethical conduct, and help foster and maintain a culture of
honesty and accountability throughout the Company. It is, therefore, essential
that all Company directors, officers and employees (each, a "Subject Person")
adhere to the guidelines set forth in this Code of Conduct.

I.    CONFLICTS OF INTEREST.

      A.    Definition. A" conflict of interest" occurs when an individual's
      private interest interferes in any way - or even appears to interfere -
      with the interests of the Company as a whole. A conflict situation can
      arise when a Subject Person takes actions or has interests that may make
      it difficult to perform his or her work for the Company objectively and
      effectively. Conflicts of interest also arise when a Subject Person, or a
      member of the Subject Person's family, receives improper personal benefits
      as a result of the Subject Person's position in the Company. It is not
      possible to specify all activities which may create a conflict of
      interest; however, set forth below are certain situations in which a
      conflict of interest may arise:

      -     consulting with or being an employee of any customer, contractor,
            supplier or competitor of the Company;

      -     serving on the Board of Directors of any customer, contractor,
            supplier or competitor of the Company;

      -     participating in any outside business activities that are
            competitive with the Company's business; and

      -     purchasing goods or services from, or selling goods and services to,
            the Company.

      B.    Prohibition on Conflicts of Interest. The policy of the Company is
      to prohibit conflicts of interest unless a Subject Person first obtains a
      waiver pursuant to the Company's review requirements as described in
      Section IX below.

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II.   CORPORATE OPPORTUNITIES.

      All Subject Persons are prohibited from directly or indirectly (a) taking
personally for themselves opportunities that are discovered through the use of
Company property, information or positions; (b) using Company property,
information or positions for personal gain; and (c) competing with the Company.
No Subject Person may appropriate for the Subject Person (or divert to any other
person or company) any business or financial opportunity in which the Subject
Person knows, or could reasonably anticipate, that the Company would be
interested. Subject Persons owe a duty to the Company to advance the legitimate
interests of the Company when the opportunity to do so arises.

III.  CONFIDENTIALITY.

      All Subject Persons must maintain the confidentiality of information
entrusted to them by the Company or its customers, except when disclosure is
authorized or legally mandated. Confidential information includes all non-public
information that might be of use to competitors, or harmful to the Company or
its customers, if disclosed. Examples of confidential information include, but
are not limited to, financial data, technical or scientific information relating
to present or future products, personnel information and business or marketing
plans or projections.

IV.   FAIR DEALING.

      All Subject Persons should endeavor to deal fairly with the Company's
customers, suppliers, competitors and employees. No Subject Person should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practice.

V.    PROTECTION AND PROPER USE OF COMPANY ASSETS.

      All Subject Persons should protect the Company's assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. All Company assets should be used only for legitimate
business purposes.

VI.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS (INCLUDING INSIDER TRADING
      LAWS).

      A.    The Company requires compliance with all applicable laws, rules and
      regulations, including insider trading laws. Insider trading is both
      unethical and illegal and will be dealt with decisively.

      B.    Definitions.

            1.    "Material Non-public Information" means information that is
            not available to the general public and that a reasonable investor
            would consider important in deciding whether to purchase or sell a
            security. Any information that could reasonably be expected to
            affect the price of the security must be considered material. Some
            examples of information that would ordinarily be considered material
            are: (a) the launch of a new product or service; (b) a change in
            earnings

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            or earnings projections; (c) an upcoming announcement of earnings or
            losses; (d) a stock split or reverse stock split or capital-raising
            transaction; (e) a pending or prospective merger, acquisition or
            tender offer; (f) the sale of significant assets or a significant
            subsidiary; and (g) the gain or loss of a substantial customer or
            supplier. Both positive and negative information can be material.
            The probability that an event will occur affects whether it is
            material. Any questions concerning the materiality of particular
            information should be resolved in favor of materiality.

            2.    "Trading" means the purchase or sale of stocks, bonds,
            debentures, options or other marketable securities.

      Questions as to what transactions are covered by these terms can be
      addressed to the Company's General Counsel.

      C.    Requirements.

            1.    No Subject Person may trade in the stock or other
            securities of a firm at any time when the Subject Person, as a
            result of employment with the Company, has Material Non-public
            Information about the firm. This restriction on "insider trading" is
            not limited to trading in Company securities. It includes trading in
            the securities of other companies, particularly those that are
            current or prospective customers or suppliers of the Company and
            those with which the Company may currently be negotiating.

            2.    No Subject Person may communicate Material Non-public
            Information learned or developed through the Subject Person's
            employment with the Company to other persons who may trade on or
            otherwise misuse the information, and no Subject Person may
            recommend that anyone purchase or sell any securities on the basis
            of such information. So long as the information is Material
            Non-public Information, no members of the Subject Person's immediate
            family or others who have received the Material Non-public
            Information from the Subject Person may trade in the securities.

            3.    After Material Non-public Information, learned or developed
            through employment with the Company, has been publicly disclosed
            through a press release or other official announcement, Subject
            Persons should not trade in the securities until at least two
            business days following the announcement to allow the market time to
            absorb the information.

VII.  U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") FILINGS AND OTHER PUBLIC
COMMUNICATIONS.

      In order to promote full, fair, accurate, timely, and understandable
disclosure in (i) reports and documents the Company files with, or submits to,
the SEC, and (ii) other public communications made by the Company, the Company's
principal executive officer, principal

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financial officer and principal accounting officer or controller must ensure
that the Company's internal disclosure controls and procedures are adhered to.

VIII. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.

      In order to ensure that the spirit and intent of this Code of Conduct are
realized, the Company encourages employees to talk to supervisors, managers or
other appropriate personnel, including the General Counsel, the other officers
and the Board of Directors or the relevant Board committee of the Company, when
in doubt about the best course of action in a particular situation.
Additionally, employees should report violations of laws, rules, regulations or
this Code of Conduct to such appropriate personnel.

      To encourage employees to report any and all such violations, the Company
will not tolerate retaliation for reports made in good faith by any employee of
the Company. Retaliation or retribution against any employee for the reporting
in good faith of violations of laws, rules, regulations or this Code of Conduct
is cause for appropriate discipline, up to and including, dismissal.

      Violations of the Company standards of business conduct and ethics set
forth in this Code of Conduct are cause for appropriate corrective action,
including dismissal.

IX.   CODE OF CONDUCT WAIVERS.

      A.    General. Before a Subject Person, or an immediate family member of a
      Subject Person, undertakes any action that would be otherwise prohibited
      by this Code of Conduct, the Subject Person must obtain a written waiver
      from the Company's General Counsel, or, if the Subject Person is a
      director or executive officer of the Company, from the Company's Board of
      Directors or relevant Board committee.

      B.    Review Requirements for Non-Executive Subject Persons. For purposes
      of this Section IX.B, the term Subject Person refers only to a Subject
      Person who is not an executive officer or director of the Company.

            1.    In the event a Subject Person desires to receive a waiver
            of any provision contained in this Code of Conduct, the Subject
            Person must first submit a written request to the General Counsel.
            The request should, at a minimum, contain the following information:

                  a.    a description of the Subject Person's duties and
                  responsibilities with the Company;

                  b.    a general description of the proposed activities that
                  would violate the provisions of this Code of Conduct;

                  c.    a description of the relationship between any of the
                  parties potentially involved in such proposed activity with
                  the Company and the Subject Person; and

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                  d.    the proposed level of the Subject Person's involvement
                  in such proposed activity.

            2.    The General Counsel may request additional information and
            may request a recommendation, evaluation or concurrence from the
            officers, directors or outside counsel.

            3.    Once a written determination has been made, it will continue
            in effect until it is reversed, modified or withdrawn, irrespective
            of whether a waiver is granted. Notwithstanding the foregoing, when
            changed circumstances or new developments occur, the Subject Person
            is responsible for informing the General Counsel of the change. Upon
            further review, the previous decision may be reversed, modified or
            withdrawn.

            4.    Records of Code of Conduct waiver reviews will be retained by
            the General Counsel. Copies will be provided to the Subject Person
            and filed in the Subject Person's personnel file.

            5.    A Subject Person may appeal the determination of the General
            Counsel directly to the Board of Directors of the Company.

      C.    Review Requirements for Officers and Directors. For purposes of this
      Section IX.C., the term Subject Person refers only to a Subject Person who
      is an executive officer or director of the Company.

            1.    In the event a Subject Person desires to receive a waiver of
            any provision contained in this Code of Conduct, the Subject Person
            must first submit a written request to the Board of Directors or
            relevant Board committee. The request should, at a minimum, contain
            the following information:

                  a.    a description of the Subject Person's duties and
                  responsibilities with the Company;

                  b.    a general description of the proposed activities that
                  would violate the provisions of this Code of Conduct;

                  c.    a description of the relationship between any of the
                  parties potentially involved in such proposed activity with
                  the Company and the Subject Person; and

                  d.    the description of the relationship between any of the
                  parties potentially involved in such proposed activity with
                  the Company and the Subject Person; and

            2.    The Board of Directors, or the relevant Board committee may
            request additional information and may request a recommendation,
            evaluation or concurrence from outside counsel. Only the Board of
            Directors or the relevant
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            Board Committee may grant waivers of any provision contained in this
            Code of Conduct.

            3.    Once a written determination has been made, it will continue
            in effect until it is reversed, modified or withdrawn, irrespective
            of whether a waiver is granted. Notwithstanding the foregoing, when
            changed circumstances or new developments occur, the Subject Person
            is responsible for informing the Board of Directors, or the relevant
            Board committee, of the change. Upon further review, the previous
            decision may be reversed, modified or withdrawn.

            4.    Records of Code of Conduct waiver reviews will be retained by
            the General Counsel. Copies will be provided to the Subject Person
            and filed in the Subject Person's personnel file.

            5.    In the event a conflict of interest waiver is granted to a
            Subject Person pursuant to any provision of this Section IX.C., the
            Company will promptly disclose the waiver to the stockholders of the
            Company.

X.    COMPLIANCE, ENFORCEMENT AND AMENDMENT

      The Company is committed to this Code of Business Conduct and Ethics. At
every level of the Company, Subject Persons are expected to acknowledge and
comply with this Code, as well as all the other principles by which the Company
conducts its business.

      This Code does not include every Company policy on employee business
conduct. Policies not included in this Code are equally important, and Subject
Persons are expected to understand and comply with them. Adherence to and
compliance with this Code of Conduct is a condition of employment. This Code
does not, nor is it intended to, contain contractual promises or constitute a
contract or guarantee of continuing employment between the Company and its
employees.

      If this Code and other Company policies are not followed, disciplinary
action, including termination of employment, prosecution as well as other legal
action may result.

      The Company may at any time and from time to time amend or revise the
principles and policies in this Code without providing Subject Persons prior
notice. Furthermore Subject Persons will be required to comply with any
principles, policies and procedures which may be promulgated in the future.

XI.   INTERNAL USE

The Code is intended solely for the internal use by the Company and does not
constitute an admission, by or on behalf of the Company as to any fact,
circumstance, or legal conclusion.

Date:___________________

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