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                                                                    EXHIBIT 14.1

                       SPANISH BROADCASTING SYSTEM, INC.

                      CODE OF BUSINESS CONDUCT AND ETHICS

     This Code of Business Conduct and Ethics (the "Code") sets forth the legal
and ethical standards for directors, officers and employees of Spanish
Broadcasting System, Inc. and its subsidiaries (the "Company"). Beyond
compliance with the letter and spirit of the law, the Company expects all
employees, officers and directors to observe the highest moral and ethical
standards.

     All employees, officers and directors covered by this Code will:

        a. maintain high standards of honest and ethical conduct, avoiding any
           actual or apparent conflicts of interest between personal and
           professional relationships;

        b. avoid and report any conflict of interest that may arise, and any
           material transaction or relationship, that reasonably could be
           expected to give rise to a conflict;

        c. provide, or cause to be provided, full, fair, accurate, timely and
           understandable disclosure in reports and documents that the Company
           files with, or submits to, the Securities and Exchange Commission and
           in other public communications made by the Company;

        d. comply and take all reasonable actions to cause others to comply with
           applicable governmental laws, rules and regulations; and

        e. promptly report violations of this Code to an appropriate person or
           persons identified in this Code.

CONFLICTS OF INTEREST

     Employees, officers and directors must act in the best interests of the
Company. You must refrain from engaging in any activity or having a private
interest that presents a conflict of interest. A conflict of interest occurs
when your interest interferes in any way, or appears to interfere, with the
interests of the Company. Conflicts of interest can arise whenever you, as an
employee, officer or director, take action or have an interest that prevents you
from performing your Company duties and responsibilities honestly, objectively
and effectively. Conflicts of interest may also arise when an employee, officer
or director, or a member of his or her immediate family, receives improper
personal benefits as a result of his or her position in the Company.

     Conflicts of interest may not always be clear, so if an employee has a
concern that a conflict of interest may exist, it is his or her responsibility
to ask and disclose any transaction or relationship that reasonably could be
expected to give rise to a conflict of interest to the Chief Financial Officer
of the Company or the Audit Committee of the Board of Directors; or, if you are
an officer or director, you should disclose such transaction or relationship to
the Board of Directors, who shall be responsible for determining whether such
transaction or relationship constitutes a conflict of interest.

INSIDER TRADING

     Employees, officers and directors who have material, non-public information
about the Company or other companies, including our customers and suppliers, are
prohibited by law and Company policy from trading in securities of the Company
or such other companies, as well as from communicating such information to
others who might trade on the basis of that information. To help ensure that you
do not engage in prohibited insider trading and avoid even the appearance of an
improper transaction, the Company has adopted an Insider Trading Policy, which
is available in the Company's Employee Handbook.

     If you are uncertain about the constraints on your purchase or sale of any
Company securities or the securities of any other company, you should consult
the Chief Financial Officer of the Company before making any such purchase or
sale.
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CONFIDENTIALITY

     Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or other companies,
including our customers and suppliers, except when disclosure is authorized by a
supervisor or legally mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information,
whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such information
to perform their responsibilities for the Company.

     Third parties may ask you for information concerning the Company.
Employees, officers and directors must not discuss internal Company matters
with, or disseminate internal Company information to, anyone outside the
Company, except as required in the performance of their Company duties and after
an appropriate confidentiality agreement is in place. This prohibition applies
particularly to inquiries concerning the Company from the media, market
professionals (such as securities analysts, institutional investors, investment
advisers, brokers and dealers) and security holders. All responses to inquiries
on behalf of the Company must be made only by the Company's authorized
spokespersons. If you receive any inquiries of this nature, you must decline to
comment and refer the inquirer to your supervisor or one of the Company's
authorized spokespersons.

WAIVERS

     From time to time, the Company may waive some provision of this Code. Any
request for a waiver of any provision of this Code by an employee must be in
writing and addressed to the Audit Committee, which shall have the sole and
absolute discretionary authority to approve any such waiver. The Chief Financial
Officer of the Company shall be responsible for maintaining a complete record of
all requests for exceptions to any of these policies and the disposition of such
requests.

     Any officer or director who seeks an exception to any of these policies
should contact the Chief Financial Officer or Chief Executive Officer of the
Company. Any waiver of this Code for officers or directors or any change to this
Code that applies to officers or directors may be made only by the Board of
Directors of the Company and will be promptly disclosed on Form 8-K or any other
means approved by the Securities and Exchange Commission, by law or Nasdaq
regulation.

REPORTING AND COMPLIANCE PROCEDURES

     Every employee, officer and director has the responsibility to ask
questions, seek guidance, report suspected violations and express concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related conduct that violates applicable law, or this
Code or any other questionable behavior, should report such information to his
or her supervisor, the Chief Financial Officer of the Company, or to the
Chairman of the Audit Committee, as described below. You may report such conduct
openly or anonymously without fear of retaliation. The Company will not
discipline, discriminate against or retaliate against any employee who reports
such conduct, unless it is determined that the report was made with knowledge
that it was false, or who cooperates in any investigation or inquiry regarding
such conduct. Any supervisor who receives a report of a violation of this Code
must immediately inform the Chief Financial Officer of the Company.

     You may report violations of this Code, on a confidential or anonymous
basis, by contacting the Company's Chief Financial Officer, or if not
appropriate under the circumstances, any other officer of the Company, by fax or
mail at: Spanish Broadcasting System, Inc., 2601 South Bayshore Drive, PH II,
Coconut Grove, Florida 33133, Fax: (305) 446-5148.

     If the Chief Financial Officer or other officer of the Company receives
information regarding an alleged violation of this Code, he or she shall, as
appropriate, (a) evaluate such information, (b) if the alleged violation
involves an officer or a director, inform the Board of Directors of the alleged
violation, (c) determine whether it is necessary to conduct an informal inquiry
or a formal investigation and, if so, initiate such inquiry

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or investigation, and (d) report the results of any such inquiry or
investigation, together with a recommendation as to disposition of the matter,
to the Board of Directors or the Audit Committee, for action. Employees,
officers and directors are expected to cooperate fully with any inquiry or
investigation by the Company regarding an alleged violation of this Code.
Failure to cooperate with any such inquiry or investigation may result in
disciplinary action, including discharge.

     In the event that the alleged violation involves an employee, the Audit
Committee or person designated by the Audit Committee shall determine whether
violations of this Code have occurred and, if so, shall determine the
disciplinary measures to be taken against any employee who has violated this
Code. In the event that the alleged violation involves an officer or a director,
the Board of Directors shall determine whether a violation of this Code has
occurred and, if so, shall determine the disciplinary measures to be taken
against such officer or director.

     Failure to comply with the standards outlined in this Code will result in
disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary, discharge
and restitution. Certain violations of this Code may require the Company to
refer the matter to the appropriate governmental or regulatory authorities for
investigation or prosecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
including discharge.

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                                 CERTIFICATION

     I, ____________________ do hereby certify that:
            (Print Name)

     1. I have received and carefully read the Code of Business Conduct and
Ethics of Spanish Broadcasting System, Inc.;

     2. I understand the Code of Business Conduct and Ethics; and

     3. I have complied and will continue to comply with the terms of the Code
of Business Conduct and Ethics.

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Signature                                              Date

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Social Security                                        Station Call Letters (If Applicable)
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