Exhibit 14

                           HUDSON HOLDING CORPORATION

           CODE OF BUSINESS CONDUCT AND ETHICS AND COMPLIANCE PROGRAM

                 ADOPTED BY THE BOARD OF DIRECTORS JUNE 27, 2006

The  upholding  of a strong  sense of ethics  and  integrity  is of the  highest
importance to Hudson  Holding  Corporation  (the  "Company") and critical to its
success in the business environment.  The Company's Code of Business Conduct and
Ethics and  Compliance  Program (the "Code of Ethics")  embodies  the  Company's
commitment to such ethical principles and sets forth the responsibilities of the
Company  to  its   shareholders,   employees,   customers,   lenders  and  other
stakeholders.  The Company's Code of Ethics  addresses  general business ethical
principles,  conflicts of interests,  special ethical  obligations for employees
with financial reporting  responsibilities,  insider trading laws,  reporting of
any unlawful or unethical  conduct,  political  contributions and other relevant
issues.

GENERAL PRINCIPLES

It is the Company's firm belief that effective  business  relationships can only
be built on mutual trust and fair  dealing.  The Company and all its  directors,
officers and employees, to whom the Company's Code of Ethics is applicable, will
conduct themselves in accordance with the standards established herein.

The Company's Code of Ethics  outlines the  fundamental  principles of legal and
ethical business conduct as adopted by the Board of Directors of the Company. It
is not  intended  to be a  comprehensive  list  addressing  all legal or ethical
issues which may confront the Company's  personnel.  Hence, it is essential that
all personnel  subject to the  Company's  Code of Ethics employ good judgment in
the application of the principles contained herein.

CONFLICTS OF INTEREST

Directors,  officers and employees of the Company are expected to make decisions
and take actions based on the best interests of the Company, as a whole, and not
based on  personal  relationships  or  other  professional  relationships  of or
benefits to individuals. Generally, a "conflict of interest" is an activity that
it inconsistent with or opposed to the best interest of the Company or one which
gives the appearance of impropriety. As conflicts of interest can compromise the
ethical behavior of Company personnel, they should be avoided.

Employees  should  avoid any  relationship  which  would  create a  conflict  of
interest. Employees are expected to disclose such relationships and conflicts to
their immediate supervisors. Conflicts of interest involving those with whom the
Company does business should also be disclosed in writing to such third parties.
Any waivers of conflicts of interest  must be approved by the Board of Directors
or an appropriate committee.

Members of the Board of Directors  are to disclose any conflicts of interest and
potential  conflicts of interest to the entire Board of Directors as well as the
committees  on  which  they  serve.  Directors  are to  recuse  themselves  from
participation in any decision of the Board or a committee  thereof in any matter
in which there is a conflict of interest or potential conflict of interest.

<PAGE>

Set forth below is specific guidance in respect to certain conflicts of interest
situations.  As it is not possible to list all conflicts of interest situations,
it is the  responsibility of the individual,  ultimately,  to avoid and properly
address any situation  involving a conflict of interest or potential conflict of
interest.  Company  personnel who wish to obtain  clarification of the Company's
conflicts of interest  principles or further guidance with respect to the proper
handling  of  any  specific  situation  should  consult  his  or  her  immediate
supervisor,  the  Company's  legal  department  or the  Company's  outside legal
counsel.

Interest in Other Businesses:  All Company's  directors,  officers and employees
and  their  family   members  must  avoid  any  direct  or  indirect   financial
relationship  with third parties with whom the Company has  relationships  which
would  involve a conflict of  interest  or a  potential  conflict of interest or
compromise the individual's  loyalty to the Company.  Written permission must be
obtained  from  the  Company's  legal  department  before  any  such  individual
commences an employment,  business or consulting relationship with third parties
with whom the Company has relationships.

Outside Directorships: All Company's directors, officers and employees may serve
on the boards of directors of other profit-making  organizations only if written
permission is obtained from the Company's legal  department  prior to acceptance
thereof. Any outside  directorships held at the time of adoption of this Code of
Ethics by the Company must be disclosed to the legal  department which will make
a determination as to whether such outside  directorships  may be continued.  No
Company's  officers  and  employees  may serve on the boards of directors of any
business organization which is a competitor of the Company.

Individuals  who  serve  as  directors  of  other  companies  with  the  written
permission of the Company may retain any  compensation  earned from that outside
directorship to the extent  permitted under  applicable rules and regulations of
the Securities and Exchange  Commission,  and other regulatory  bodies or unless
otherwise specifically  prohibited by the Company. Unless otherwise specifically
authorized, individuals may not receive any form of compensation (whether in the
form of cash,  stock or  options)  for service on a board of director of another
business  organization  if such  service is at the  request of the Company or in
connection with the investment of the Company in such business organization. All
individuals  must recuse  themselves from any matters  pertaining to the Company
and the business organization of which they are directors.

The  Company  reserves  the right to  request  any  individual  to resign  their
positions as directors of other  business  organizations  if determined to be in
the best interests of the Company  notwithstanding that prior approvals for such
service had previously  been given.  The Company may terminate its  relationship
with any  individual  who does not  comply  with the  Company's  request in this
regard.

Proper Payments:  All individuals  should pay for and receive only that which is
proper.  Company personnel should not make improper payments for the purposes of
influencing  another's  acts or  decisions  and should not receive any  improper
payments or gifts from others for the  purposes  influencing  the  decisions  or
actions of Company's  personnel.  No  individual  should give gifts beyond those
extended in the context of normal business circumstances. Company personnel must
observe all government restrictions on gifts and entertainment.

Supervisory Relationships: Supervisory relationships with family members present
special  workplace  issues.  Accordingly,  Company personnel must avoid a direct
reporting  relationship  with a family  member  or any  individual  with  whom a
significant  relationship  exists. If such a relationship  exists or occurs, the
individuals  involved  must report the  relationship  in writing to the Board of
Directors.


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<PAGE>

FINANCIAL REPORTING RESPONSIBILITIES

As a public company,  it is of critical  importance  that the Company's  filings
with the  Securities  and Exchange  Commission,  and other  relevant  regulatory
authorities  and its public  communication  be accurate and timely.  Hence,  all
Company  personnel  are  obligated  to provide  information  to ensure  that the
Company's  publicly filed  documents and public  communications  be complete and
accurate.  All Company  personnel  must take this  responsibility  seriously and
provide  prompt and accurate  answers and responses to inquiries  related to the
Company's public disclosure requirements.

The Chief Executive  Officer and the Chief Financial Officer of the Company have
the  ultimate  responsibilities  of ensuring  the  integrity  of the filings and
disclosure  made by the Company as required by the rules and  regulations of the
Securities and Exchange  Commission,  and other relevant regulatory  authorities
and the public  communications  made by the Company. In the performance of their
duties  relating  to the  Company's  public  disclosure  obligations,  the Chief
Executive Officer, the Chief Financial Officer and all Company personnel must:

      o     Act with honesty and integrity

      o     Provide information that is accurate, complete,  objective, fair and
            timely

      o     Comply  with  rules  and  regulations  of  federal,  state and local
            governments  and  other  relevant  public  and  private   regulatory
            authorities

      o     Act in good faith with due care, competence and due diligence

      o     Respect the confidentiality of information acquired in the course of
            the performance of one's duties

      o     Promote ethical and proper behavior in the work environment

      o     Report to the Chairman of the Audit  Committee  any conduct that the
            individual believes to be a violation of any law, regulation, or the
            Company's Code of Ethics.

INSIDER TRADING

It is the policy of the Company to prohibit the  unauthorized  disclosure of any
nonpublic  information  acquired  in the  workplace  and the misuse of  material
nonpublic  information in securities  trading.  It is not possible to define all
categories of material information.  However,  information should be regarded as
material  if  there is a  reasonable  likelihood  that it  would  be  considered
important to an investor in making an investment decision regarding the purchase
or sale of the Company's  securities.  Nonpublic information is information that
has not been  previously  disclosed to the general  public and is otherwise  not
available to the general public.  While it may be difficult to determine whether
particular information is material,  there are various categories of information
that are  particularly  sensitive  and,  as a  general  rule,  should  always be
considered  material.  In  addition,  material  information  may be  positive or
negative. Examples of such information may include:

      o     Financial results

      o     Projections of future earnings or losses

      o     Major contract awards, cancellations or write-offs

      o     Joint ventures with third parties

      o     Research milestones

      o     News of a pending or proposed merger or acquisition


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<PAGE>

      o     News of the disposition of material assets

      o     Impending bankruptcy or financial liquidity problems

      o     Gain or loss of a substantial customer or supplier

      o     New product announcements of a significant nature

      o     Significant pricing changes

      o     Stock splits

      o     New equity or debt offerings

      o     Significant   litigation   exposure  due  to  actual  or  threatened
            litigation

      o     Changes in senior management

      o     Capital investment plans

      o     Changes in dividend policy

Trading on Material Nonpublic Information:  With certain limited exceptions,  no
officer  or  director  of  the  Company,  no  employee  of  the  Company  or its
subsidiaries  and no  consultant  or  contractor  to the  Company  or any of its
subsidiaries  and no members of the  immediate  family or  household of any such
person,  shall  engage in any  transaction  involving  a purchase or sale of the
Company's  securities,  including any offer to purchase or offer to sell, during
any period commencing with the date that he or she possesses  material nonpublic
information  concerning the Company,  and ending at the close of business on the
second trading day following the date of public  disclosure of that information,
or at such time as such nonpublic  information is no longer  material.  The term
"trading day" shall mean a day on which national stock  exchanges and the NASDAQ
National Market are open for trading.

Tipping: No insider shall disclose ("tip") material nonpublic information to any
other person  (including  family members) where such  information may be used by
such person to his or her profit by trading in the  securities  of  companies to
which such  information  relates,  nor shall such insider or related person make
recommendations   or  express  opinions  on  the  basis  of  material  nonpublic
information as to trading in the Company's securities.

Regulation  FD (Fair  Disclosure)  implemented  by the  Securities  and Exchange
Commission  provides  that when the  Company,  or person  acting on its  behalf,
discloses  material  nonpublic  information  to certain  enumerated  persons (in
general, securities market professionals and holders of the Company's securities
who may  well  trade on the  basis  of the  information),  it must  make  public
disclosure of that  information.  The timing of the required  public  disclosure
depends on whether the selective  disclosure was  intentional or  unintentional;
for  an  intentional  selective   disclosure,   the  Company  must  make  public
disclosures  simultaneously;  for a non-intentional  disclosure the Company must
make public  disclosure  promptly.  Under the  regulation,  the required  public
disclosure  may be made by filing or furnishing a Form 8-K, or by another method
or  combination  of  methods  that  is  reasonably  designed  to  effect  broad,
non-exclusionary distribution of the information to the public.

It is the  policy  of the  Company  that all  communications  with the  press be
handled through Martin Cunningham or Keith Knox.

Confidentiality of Nonpublic Information:  Nonpublic information relating to the
Company is the property of the Company and the  unauthorized  disclosure of such
information is strictly forbidden.

Applicability  of Insider Trading  Regulations to Securities of Other Companies:
The insider trading guidelines described herein also apply to material nonpublic
information  relating to other  companies,  including the  Company's  customers,
vendors or suppliers ("business partners"), when that information is obtained in
the course of  employment  with,  or other  services  performed on behalf of the
Company.  All employees should treat material  nonpublic  information  about the
Company's  business  partners  with the same care as is required with respect to
information relating directly to the Company.


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<PAGE>

Please refer to the Company's  Insider Trading  Compliance  Manual.  Any further
inquiries  relating to insider  trading laws should be directed to the Company's
legal department or the Company's outside counsel.

Duty to  Report  Inappropriate  and  Irregular  Conduct  and  Violations  of the
Company's Code of Ethics

All  employees,   and   particularly   managers  and/or   supervisors,   have  a
responsibility   for  maintaining   financial   integrity  within  the  Company,
consistent  with generally  accepted  accounting  principles,  federal and state
securities laws,  regulations of other  applicable  regulatory  bodies,  and the
Company's  Code of Ethics.  Any  employee,  who becomes  aware of any  incidents
involving  financial  or  accounting  manipulation  or other  irregularities  or
potential  legal or  regulatory  violations  or the  Company's  Code of  Ethics,
whether by witnessing  the incident or being told of it, must report it to their
immediate supervisor and to the Company's Audit Committee. In certain instances,
employees  are  allowed to  participate  in federal  or state  proceedings.  Any
failure  to report in  appropriate  or  irregular  conduct of others is a severe
disciplinary  matter.  It is against  Company  policy to  retaliate  against any
individual who reports in good faith the violation or potential violation of the
Company's Code of Ethics of another.

POLITICAL CONTRIBUTIONS

No assets of the Company,  including the time of Company  personnel,  the use of
Company premises or equipment and direct or indirect monetary  payments,  may be
contributed to any political candidate,  political action committees,  political
party or ballot measure without the written  permission of the legal  department
of the Company.

COMPLIANCE PROGRAM

            In order to implement the principles of the Company's Code of Ethics
and to establish a  compliance  program,  the Company has adopted the  following
policies:

            Size of the Board:  The Company's  by-laws provide that the Board of
Directors  shall  consist of up to seven  persons.  The Board will  periodically
review the appropriate size of the Board.

            Majority of Independent  Directors:  It is the policy of the Company
that the  directors  will meet the  appropriate  standards of  independence.  In
determining   independence,   the  Board  will   consider  the   definition   of
"independence"  under the relevant  rules and  regulations of the Securities and
Exchange Commission and the American Stock Exchange.


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<PAGE>

            Management Directors: The Board anticipates that the Company's Chief
Executive  Officer will be nominated  annually to serve on the Board.  The Board
may also nominate other members of management.

            Chair;  Lead  Independent  Director:  The  Board  will  periodically
appoint a Chair. Both independent and management  directors,  including the CEO,
are eligible for  appointment as the Chair.  The Chair or one of the independent
directors (if the Chair is not an independent director) may be designated by the
Board to be the "lead independent  director." The lead independent  director may
periodically,  if the need arises, help schedule or conduct separate meetings of
the independent directors.

            Selection of Board  Nominees:  The Board will be responsible for the
selection of candidates for the nomination of all Board members.  The Nominating
and Corporate  Governance  Committee shall recommend  candidates for election to
the Board.

            Board  Membership   Criteria:The  Board's  policy  is  to  encourage
selection of directors who will  contribute to the Company's  overall  corporate
goals of responsibility to its shareholders and other stakeholders.

            Independent Directors' Discussions: The independent directors, under
the direction of the lead  independent  director,  may meet  separately  without
management  directors  at least  once per year to  discuss  such  matters as the
independent  directors  may  consider  appropriate.  The  Company's  independent
auditors,  outside legal counsel, finance staff, legal staff and other employees
may be invited to attend.

            Access to  Information:  The Board  encourages the  presentation  at
meetings by managers  who can provide  additional  insight  into  matters  being
discussed. The Company's executive management will afford each Board member full
access to the Company's records,  information,  employees,  outside auditors and
outside counsel.

            Board  Committees:  The Board shall have three standing  committees:
the Audit  Committee,  the Compensation  Committee and the  Nominating/Corporate
Governance  Committee.  From time to time,  the Board may  establish  additional
committees.

            Committee Member Selection: The Board will designate the members and
Chairs  of  each  committee.   The  membership  of  the  Audit  Committee,   the
Compensation Committee and the  Nominating/Corporate  Governance Committee shall
meet all applicable  criteria of the rules and regulations of the Securities and
Exchange Commission and the American Stock Exchange.


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<PAGE>

            Committee Functions:  The Board of Directors shall adopt a Committee
Charter for each of the Audit  Committee,  the  Compensation  Committee  and the
Nominating/Corporate  Governance Committee which shall provide the structure and
guiding principles of such committees.  The full authority and  responsibilities
of each committee are fixed by resolution of the full Board of Directors and the
Committee  Charter.  The  following is a brief  summary of the authority of each
committee:

      o     Audit  Committee.  Review the  Company's  financial  procedures  and
            controls;  monitor  financial  reporting  and  select  and meet with
            independent auditors.

      o     Compensation Committee. Review and approve compensation arrangements
            for the  Company's  executive  officers  and  awards  to them  under
            employee benefit plans, including the Company's stock option plans.

      o     Nominating and Corporate Governance Committee. Recommend to the full
            Board candidates for election to the Board and changes to governance
            policies.

            Insider  Trading  Compliance:  The Board of Directors shall adopt an
Insider  Trading  Compliance  Program for the purposes of educating and ensuring
that all subject  persons are fully  aware of the rules and  regulations  of the
Securities and Exchange Commission with respect to insider trading.  All Company
personnel shall have full access to the legal  department of the Company and the
Company's  outside  counsel  with  respect to any insider  trading  questions or
issues.

            Financial  Reporting;  Legal  Compliance  and  Ethics:  The  Board's
governance  and  oversight  functions  do not  relieve the  Company's  executive
management of its primary responsibility of preparing financial statements which
accurately and fairly present the Company's financial results and condition, the
responsibility  of each executive  officer to fully comply with applicable legal
and regulatory  requirements or the  responsibility of each executive officer to
uphold the ethical principles adopted by the Company.

            Corporate Communications:  Management has the primary responsibility
to communicate with investors,  the press, employees and other stakeholders on a
timely basis and to establish policies for such communication.

            Access  to  Legal  Department  and  Outside  Counsel:   All  Company
personnel  shall be accorded full access to the Company's  legal  department and
the  Company's  outside legal counsel with respect to any matter which may arise
relating to the Company's Code of Ethics.


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