Exhibit14.1

CTC MEDIA, INC.

Code of Business Conduct andEthics

(As adopted on April  28,2006)

This Code of Business Conduct and Ethics (this‘‘Code’’) sets forth legal and ethicalstandards of conduct for directors, officers and employees of CTCMedia, Inc., and, its direct and indirect subsidiaries (the‘‘Company’’). This Code supersedes the Codeof Business Conduct and Ethics adopted on April  28,  2005.This Code is intended to deter wrongdoing and to promote the conduct ofall Company business in accordance with high standards of integrity andin compliance with all applicable laws and regulations. This Codeapplies to the Company and all of its subsidiaries and other businessentities controlled by it wherever they may be located.

If youhave any questions regarding this Code or its application to you in anysituation, you should contact your supervisor or CorporateCounsel.

Compliance with Laws, Rules and Regulations

TheCompany requires that all employees, officers and directors comply withall laws, rules and regulations applicable to the Company wherever itdoes business. You are expected to use good judgment and common sensein seeking to comply with all applicable laws, rules and regulationsand to ask for advice when you are uncertain about them.

If youbecome aware of the violation of any law, rule or regulation by theCompany, whether by its officers, employees, directors, or any thirdparty doing business on behalf of the Company, it is yourresponsibility to promptly report the matter to your supervisor orCorporate Counsel. While it is the Company’s desire to addressmatters internally, nothing in this Code should discourage you fromreporting any illegal activity, including any violation of the U.S.securities laws, Russian or U.S. antitrust laws, or any other Russian,U.S. federal or state or other foreign law, rule or regulation, to theappropriate regulatory authority. Employees, officers and directorsshall not discharge, demote, suspend, threaten, harass or in any othermanner discriminate or retaliate against an employee because he or shereports any such violation, unless it is determined that the report wasmade with knowledge that it was false. This Code should not beconstrued to prohibit you from testifying, participating or otherwiseassisting in any administrative, judicial or legislative proceeding orinvestigation.

Conflicts of Interest

Employees, officersand directors must act in the best interests of the Company. Youshould, where possible, refrain from engaging in any activity or havinga personal interest that presents a ‘‘conflict ofinterest.’’ A conflict of interest occurs when yourpersonal interest interferes, or appears to interfere, with theinterests of the Company. A conflict of interest can arise wheneveryou, as an officer, director or employee, take action or have aninterest that prevents you from performing your Company duties andresponsibilities honestly, objectively and effectively.

Forexample:

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|  | •  | No employee or officer shallperform services as a consultant, employee, officer, director, advisoror in any other capacity for, or have a financial interest in, a directcompetitor of the Company, other than services performed at the requestof the Company and other than a financial interest representing lessthan one percent (1%) of the outstanding shares of a company;and |

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|  | •  | No employee, officer or directorshall use his or her position with the Company to influence atransaction with a business partner in which such person or any familymember of such person has any personal interest, other than a financialinterest representing less than one percent (1%) of theoutstanding shares of a company. |

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In any event, it is your responsibility todisclose any transaction or relationship that reasonably could beexpected to give rise to a conflict of interest to CorporateCounsel.

If you are a senior officer or director, you mustcomply with the Company’s Conflict of Interest Policy for SeniorOfficers and Directors and report any potential conflict of interestmatter to the Board of Directors or a committee thereof, who shall beresponsible for determining whether such transaction or relationshipconstitutes a conflict of interest.

InsiderTrading

Employees, officers and directors who have materialnon-public information about the Company or other companies, includingour business partners, as a result of their relationship with theCompany are prohibited by law and Company policy from trading insecurities of the Company or such other companies, as well as fromcommunicating such information to others who might trade on the basisof that information. To help ensure that you do not engage inprohibited insider trading and avoid even the appearance of an impropertransaction, the Company has adopted an Insider Trading Policy, a copyof which has been delivered to all directors, officers andemployees.

If you are uncertain about the constraints on yourpurchase or sale of any Company securities or the securities of anyother company that you are familiar with by virtue of your relationshipwith the Company, you should consult with Corporate Counsel beforemaking any such purchase orsale.

Confidentiality

Employees, officers and directorsmust maintain the confidentiality of confidential information entrustedto them by the Company or other companies, including our businesspartners, except when disclosure is authorized by a supervisor orlegally mandated. Unauthorized disclosure of any confidentialinformation is prohibited. Additionally, employees should takeappropriate precautions to ensure that confidential or sensitivebusiness information, whether it is proprietary to the Company oranother company, is not communicated within the Company except toemployees who have a need to know such information to perform theirresponsibilities for the Company.

Third parties may ask you forinformation concerning the Company. Subject to the exceptions noted inthe preceding paragraph, employees, officers and directors (other thanthe Company’s authorized spokespersons) must not discussinternal Company matters with, or disseminate internal Companyinformation to, anyone outside the Company, except as required in theperformance of their Company duties and after an appropriateconfidentiality agreement is in place. This prohibition appliesparticularly to inquiries concerning the Company from the media, marketprofessionals (such as securities analysts, institutional investors,investment advisers, brokers and dealers) and security holders. Allresponses to inquiries on behalf of the Company must be made only bythe Company’s authorized spokespersons. If you receive anyinquiries of this nature, you must decline to comment and refer theinquirer to your supervisor or one of the Company’s authorizedspokespersons. The Company’s policies with respect to publicdisclosure of internal matters are described more fully in theCompany’s Disclosure Policy, a copy of which has been deliveredto all directors, officers and employees.

You also must abide byany lawful obligations that you have to any former employer. Theseobligations may include restrictions on the use and disclosure ofconfidential information, restrictions on the solicitation of formercolleagues to work at the Company and non-competitionobligations.

Honest and Ethical Conduct and FairDealing

Employees, officers and directors should endeavor todeal honestly, ethically and fairly with the Company’s businesspartners, competitors and employees. Statements regarding theCompany’s business must not be untrue, misleading, deceptive orfraudulent. You must not take unfair advantage of anyone throughmanipulation, concealment, abuse of privileged information,misrepresentation of material facts or any other unfair-dealingpractice.

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Protection and Proper Use of CorporateAssets

Employees, officers and directors should seek to protectthe Company’s assets. Theft, carelessness and waste have adirect impact on the Company’s financial performance. Employees,officers and directors must use the Company’s assets andservices solely for legitimate business purposes of the Company and notfor any personal benefit or the personal benefit of anyoneelse.

Employees, officers and directors must advance theCompany’s legitimate interests when the opportunity to do soarises. You must not take for yourself personal opportunities that arediscovered through your position with the Company or the use ofproperty or information of the Company.

Gifts andGratuities

The use of Company funds or assets for gifts,gratuities or other favors to employees or government officials isprohibited, except to the extent such gifts are in compliance withapplicable law, insignificant in amount and not given in considerationor expectation of any action by the recipient. In no circumstance shallany employee, officer or director use Company funds to give a cashgift.

Employees, officers and directors must not accept, orpermit any member of his or her immediate family to accept, any gifts,gratuities or other favors from any person doing or seeking to dobusiness with the Company, other than items of insignificant value. Anygifts that are not of insignificant value should be returnedimmediately and reported to your supervisor. If immediate return is notpractical, they should be given to the Company for charitabledisposition or such other disposition as the Company, in its solediscretion, believes appropriate.

Common sense and moderationshould prevail in business entertainment engaged in on behalf of theCompany. Employees, officers and directors should provide, or accept,business entertainment to or from anyone doing business with theCompany only if the entertainment is infrequent, modest and intended toserve legitimate business goals.

Bribes and Kickbacks

Bribes and kickbacks are criminal acts, strictly prohibited by law.You must not offer, give, solicit or receive any form of bribe orkickback anywhere in the world.

The U.S. Foreign CorruptPractices Act (‘‘FCPA’’) makes it unlawfulfor U.S. citizens and employees of U.S. companies (such as CTC Media)to bribe foreign government officials, officials of non-U.S. politicalparties, and candidates for non-U.S. political offices in order toobtain or retain business.

The FCPA often presents challenges forU.S. companies that do business in places where bribery is commonplace.Therefore, it is essential to remember that your actions may becrimes under U.S. law even if non-U.S. persons or non-U.S. companiesengage in similar conduct without consequence.

Under theFCPA, it is illegal to offer, pay, promise to pay, or authorize thepayment of money or any thing of value to any non-U.S. official toobtain or retain business with, or direct business to, any person. Thisclearly includes influencing decisions that affect the ability to dobusiness, such as tax decisions or whether discretionary or valuablelicenses are issued. This prohibition also applies to non-U.S.political party officials and candidates for non-U.S. political office,and it applies to all types of payments and gifts, including cash andstock. Meals and entertainment provided to such persons must bereasonable and not lavish, proportional to the business purpose anddirectly related to the promotion or explanation of the business.

It is also illegal to make any payment with‘‘knowledge’’ that all or part of thepayment will then be offered or given directly or indirectly to anynon-U.S. government official, party official, or political candidate. Aperson is deemed to have knowledge if available information suggests ahigh probability that the payment may be diverted. This means that youand the Company may be liable for payments to business partners of theCompany which are then used as bribes.

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Since you may be liable under the FCPA evenwithout actual knowledge that a payment may be improperly used, it isimportant to watch out for ‘‘red flags’’which suggest that a violation may be about to occur. Potential redflags include the following:

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|  | •  | reputationof the business partner who is to receive a payment; |

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|  | •  | known relationships between the businesspartner and government officials; |

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|  | •  | payments in cash, to offshore accounts, orthrough third parties; |

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|  | •  | hiring arepresentative or agent with no expertise or experience in the area inwhich it will represent theCompany; |

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|  | •  | refusal to provide writtenassurances against improper payments; |

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|  | •  | unusually high commissions;or |

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|  | •  | any other facts that may appearsuspicious. |

You should always check with the Company’sCorporate Counsel before making any payments or providing any type ofgift or ‘‘perk’’ in a situation where younotice any ‘‘red flags.’’

A paymentor promise of a payment is illegal under the FCPA if it isintended to cause the recipient to misuse his or her officialposition, even if the payment or promise does not succeed in obtainingfavorable treatment.

Violations of the FCPA may result in severepenalties, against both you and the Company, including civil andcriminal sanctions, and possible imprisonment.

Accuracy ofBooks and Records and Public Reports

Employees, officers anddirectors must honestly and accurately report all businesstransactions. You are responsible for the accuracy of your records andreports. Accurate information is essential to the Company’sability to meet legal and regulatory obligations.

All Companybooks, records and accounts shall be maintained in accordance with allapplicable regulations and standards and accurately reflect the truenature of the transactions they record. The financial statements of theCompany shall conform to generally accepted accounting rules and theCompany’s accounting policies. No undisclosed or unrecordedaccount or fund shall be established for any purpose. No false ormisleading entries shall be made in the Company’s books orrecords for any reason, and no disbursement of corporate funds or othercorporate property shall be made without adequate supportingdocumentation.

It is the policy of the Company to provide full,fair, accurate, timely and understandable disclosure in reports anddocuments filed with, or submitted to, the Securities and ExchangeCommission (the ‘‘SEC’’) and in otherpublic communications.

Concerns Regarding Accounting or AuditingMatters

Employees with concerns regarding questionableaccounting or auditing matters or complaints regarding accounting,internal accounting controls or auditing matters may confidentially,and anonymously if they wish, submit such concerns or complaints inaccordance with the Company’s Reporting Policy, a copy of whichhas been distributed to all employees, officers anddirectors.

Dealings with Independent Auditors

Noemployee, officer or director shall, directly or indirectly, make orcause to be made a materially false or misleading statement to anaccountant in connection with (or omit to state, or cause anotherperson to omit to state, any material fact necessary in order to makestatements made, in light of the circumstances under which suchstatements were made, not misleading, to an accountant in connectionwith) any audit, review or examination of the Company’sfinancial statements or the preparation or filing of any document orreport with the SEC. No employee, officer or director shall, directlyor indirectly, take 

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any action to coerce, manipulate, mislead orfraudulently influence any independent public or certified publicaccountant engaged in the performance of an audit or review of theCompany’s financial statements.

Equal OpportunityEmployer

The Company is an equal opportunity employer and has apositive commitment to the promotion of a policy of equal opportunityfor all current and prospective employees. It is the Company’spolicy to ensure that no job applicant or employee is discriminatedagainst on the grounds of sex (including being a transsexual), sexualorientation, age, marital status, race, color, nationality, ethnic orracial or mental or physical disability in recruitment, training,promotion or any other matter relating to employment. All employeesinvolved in the employment and management of staff will be responsiblefor ensuring that the policy is fairly and consistently applied withintheir areas of responsibility.

Compliance with Policy AgainstSexual and Racial Harassment

The Company is committed to andsupports the rights of all employees to work and function in anenvironment free of all forms of discrimination, such as sexual orracial harassment, bullying and intimidation. Sexual and racialharassment in any form is unacceptable, quite apart from the fact thatit may constitute a breach of law. It is also improper andinappropriate behavior which is disruptive, lowers morale andinterferes with work effectiveness. The Company will not tolerate suchconduct. All employees will be expected to comply with this policy andtake appropriate measures to ensure that such conduct does not occur.Disciplinary action, which may include dismissal for proven seriousoffences, will be taken against any employee who contravenes thispolicy.

Waivers of this Code of Business Conduct andEthics

While some of the policies contained in this Code must bestrictly adhered to and no exceptions can be allowed, in other casesexceptions may be possible. Any employee or officer who believes thatan exception to any of these policies is appropriate in his or her caseshould first contact his or her immediate supervisor. If the supervisoragrees that an exception is appropriate, the approval of CorporateCounsel must be obtained. Corporate Counsel shall be responsible formaintaining a record of all requests for exceptions to any of thesepolicies and the disposition of such requests.

Any senior officeror director who seeks an exception to any of these policies shouldcontact the Board of Directors of the Company. Any waiver of this Codefor executive officers or directors or any change to this Code thatapplies to executive officers or directors may be made only by theBoard of Directors of the Company.

Reporting and ComplianceProcedures

Every employee, officer and director has theresponsibility to ask questions, seek guidance, report suspectedviolations and express concerns regarding compliance with this Code.Any employee, officer or director who knows or believes that any otheremployee or representative of the Company has engaged or is engaging inCompany-related conduct that violates applicable law or this Codeshould report such information to his or her supervisor, to CorporateCounsel or to the Audit Committee of the Company’s Board ofDirectors in accordance with the Company’s Reporting Policy, acopy of which has been distributed to each employee, officer anddirector. You may report such conduct openly or anonymously withoutfear of retaliation. The Company will not discipline, discriminateagainst or retaliate against any employee who reports such conduct,unless it is determined that the report was made with knowledge that itwas false, or who cooperates in any investigation or inquiry regardingsuch conduct.

Failure to comply with the standards outlined inthis Code will result in disciplinary action including, but not limitedto, reprimands, warnings, probation or suspension without pay,demotions, reductions in salary, discharge and restitution. Certainviolations of this Code may require the Company to refer the matter tothe appropriate governmental or regulatory authorities forinvestigation or prosecution. Moreover, any supervisor who directs orapproves of any conduct in violation of this Code, or who has knowledgeof such conduct and does not immediately report it, also will besubject to disciplinary action, up to and includingdischarge.

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Dissemination and Amendment

ThisCode shall be distributed to each new employee, officer and director ofthe Company upon commencement of his or her employment or otherrelationship with the Company and shall also be distributed from timeto time to each employee, officer and director of the Company, and eachemployee, officer and director shall be responsible for reading andunderstanding the Code and complying with its terms.

The Companyreserves the right to amend, alter or terminate this Code at any timefor any reason.

This document is not an employment contractbetween the Company and any of its employees, officers ordirectors.

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