EXHIBIT 14
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      CODE OF CONDUCT AND ETHICS OF VICON INDUSTRIES, INC. AND SUBSIDIARIES
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     Vicon requires that all directors,  officers and employees  acknowledge and
adhere to a strict code of conduct and ethics.  The Company's Board of Directors
shall oversee the Company's  policy with respect to the Code. All employees have
an important  role in corporate  governance and are empowered to ensure that all
stockholders'  interests are  appropriately  balanced,  protected and preserved.
This Code provides  principles to which all employees and directors are expected
to  adhere  and  advocate.  They  embody  rules  regarding  individual  and peer
responsibilities,  as well as  responsibilities  to  customers,  employees,  the
public and  stockholders.  Violations  of Vicon's  Code of Ethics may subject an
employee or director to censure,  suspension or  termination.  Violations of the
Code of Conduct and Ethics  should be promptly  reported to the Chief  Executive
Officer (CEO) or Chief Financial Officer (CFO) of the Corporation.

     All directors, officers and employees will:

     1. Act with honesty and integrity, avoiding actual or apparent conflicts of
     interest in personal and professional relationships.
     2.  Provide  constituents  with  information  that is  accurate,  complete,
     objective, relevant, timely and understandable.
     3. Comply with rules and  regulations  of federal,  state,  provincial  and
     local governments, and the American Stock Exchange.
     4. Provide complete, fair, accurate, timely and understandable  disclosures
     in periodic reports and documents required to be filed by the Company.
     5. Act in good faith, responsibly, with due care, competence and diligence,
     without  misrepresenting  material  facts  or  allowing  one's  independent
     judgment to be subordinated.
     6. Respect the  confidentiality  of  information  acquired in the course of
     one's work  except  when  authorized  or  otherwise  legally  obligated  to
     disclose.  Confidential  information  acquired  in the course of one's work
     will not be used for personal advantage.
     7. Share  knowledge  and  maintain  skills  important  and  relevant to job
     responsibility.
     8.  Proactively  promote  ethical  behavior as a  responsible  person among
     peers, in the work environment and the community.
     9. Exercise responsible use of and control over all assets and resources of
     the Company employed or entrusted with.
     10.  Refuse  gifts in excess of a $25 value or bribes and  kickbacks of any
     amount and promptly report to superiors the nature of any bribe or kickback
     offer.
     11.  Promote  products and services  provided by the Company in  accordance
     with  published  product  specifications  or  corporate  policy for offered
     services.  Misrepresentation of features, capabilities,  extent of services
     or future promises to customers of any kind without prior written  approval
     by the Company are forbidden.
     12.  Comply with  Company  policy  regarding  purchased  software  and also
     internally  developed  software.  In  general,  Vicon  policy  states  that
     software  developed  by employees  for use in Company  products is the sole
     property  of the  Company  who  shall  possess  all  rights  to its use and
     ownership.   Company   purchased  third  party  software  for  use  in  the
     performance  of an  employee's  job shall not be copied or removed from the
     computer(s)  assigned such software.  All third party software  residing on
     any employee's computer must be validly licensed by the Company.
     13. Not make political  contributions of any kind whether by the Company or
     on behalf of the Company.
     14. Maintain all business records in accordance with Company policy whether
     written or verbal.
     15. Not trade in the common stock of the Company  whether in open market or
     in private  transactions  without  the written  approval  of the CEO.  This
     requirement  applies to employees  who are not officers or directors of the
     Company  or  any  of  its  subsidiaries  and  such  individual(s)   possess
     significant  knowledge  about the  Company's  affairs  that a  non-employee
     investor would not be aware of.

     The Board of Directors may waive or modify any part of this Code of Conduct
     and Ethics at their discretion and at any time.