NTN COMMUNICATIONS, INC.

                           SENIOR FINANCIAL OFFICERS'

                                 CODE OF ETHICS

INTRODUCTION.

This Code of Ethics for Senior Financial  Officers (the "Code") has been adopted
by the Board of Directors of NTN Communications, Inc. (the "Company") to promote
honest and ethical conduct,  proper  disclosure of financial  information in the
Corporation's  periodic reports, and compliance with applicable laws, rules, and
regulations   by   the   Company's    senior   officers   who   have   financial
responsibilities.

APPLICABILITY.

As used in this  Code,  the  term  "Senior  Financial  Officer"  shall  mean the
Company's:  Chief Executive Officer; Chief Financial Officer; and Vice President
& Controller.

PRINCIPLES AND PRACTICES.

In performing his or her duties, each Senior Financial Officer must:

     (1) maintain  high  standards  of honest and ethical  conduct and avoid any
actual or apparent  conflict  of  interest  between  personal  and  professional
relationships as defined in the Company's Code of Values;

     (2) report to the Board of  Directors  any  conflict of  interest  that may
arise and any material  transaction or  relationship  that  reasonably  could be
expected to give rise to a conflict;

     (3) 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;

     (4) comply and take all  reasonable  actions to cause others to comply with
applicable governmental laws, rules, and regulations; and

     (5) promptly report violations of this Code to the Board of Directors.

Each  Senior  Financial  Officer  must  also  comply  with  the  Code of  Values
applicable to the Company's directors, officers, and employees generally.

WAIVER.

Any  request for a waiver of any  provision  of this Code must be in writing and
addressed to the Board of  Directors.  Any waiver of this Code will be disclosed
promptly on Form 8-K or any other means  approved by the Securities and Exchange
Commission.

COMPLIANCE AND ACCOUNTABILITY.

The Board of  Directors  will  assess  compliance  with this Code and  determine
appropriate action for any material violations.

APPROVED February 18, 2003