EXHIBIT 14

                              HALSEY DRUG CO., INC.

                                 CODE OF ETHICS

I.       INTRODUCTION

This Code of Ethics (the "Code") is established pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002, which requires that the Company establish a code of
ethics to apply to the Company's principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions (the "Designated Officers"). The purpose of the
Code is to deter wrongdoing and to promote:

         -        Honest and ethical conduct, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships;

         -        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;

         -        Compliance with applicable governmental laws, rules and
                  regulations;

         -        The prompt internal reporting of violations of the Code to an
                  appropriate person or persons identified in the Code; and

         -        Accountability for adherence to the Code.

Designated Officers are expected to be familiar with the Code and from time to
time may be asked to affirm their agreement to adhere to its standards.

II.      CONFLICTS OF INTEREST

Designated Officers must avoid any activity or association that creates or
appears to create a conflict between the Designated Officer's personal interest
and the Company's interest. For example, a possible conflict of interest exists
when a Designated Officer or a member of his or her family has a financial or
other interest in, or seeks personal loans or services from, a company that does
business with the Company. Designated Officers are expected to make prompt and
full disclosure in writing to the Chairman of the Audit Committee of any
potential conflict of interest. Any transaction in which a Designated Officer
may have a conflict of interest must be approved by the Audit Committee.
Designated Officers should avoid the receipt of gifts, gratuities, favors or
other benefits that might affect or appear to affect the exercise of their
judgment on the Company's behalf. Any substantial gift or favor offered by an
actual or potential client, contractor, or provider of goods or services,
lender, security holder, or other affiliate whether it be in tangible form or in
the form of a service or individual benefit, should be refused unless acceptance
of such gift or favor has been approved by the Audit Committee. This prohibition
is not intended to apply to ordinary courtesies of business life, such as token
gifts of insubstantial value, modest entertainment incidental to a business
relationship, or the giving or receipt of normal hospitality of a social nature.

III.     ACCURATE AND TIMELY PERIODIC REPORTS

The Company is committed to full, fair, accurate, timely and understandable
disclosure in reports and documents that it files with, or submits to, the
Securities and Exchange Commission and in other public communications made by
the Company. The Company expects Designated Officers to establish and manage the
Company's reporting systems and procedures with due care and diligence to ensure
that:

         -        Reports filed with or submitted to the Securities and Exchange
                  Commission and other public communications contain information
                  that is full, fair, accurate, timely and understandable and do
                  not misrepresent or omit material facts;



         -        Business transactions are properly authorized and completely
                  and accurately recorded on the Company's books and records in
                  accordance with generally accepted accounting principles and
                  the Company's established financial policies; and

         -        Retention or disposal of Company records is in accordance with
                  established Company policies and applicable legal and
                  regulatory requirements.

IV.      COMPLIANCE WITH LAWS, RULES & REGULATIONS

Designated Officers must comply fully with all applicable laws, rules,
regulations and corporate governance standards.

V.       REPORTING VIOLATIONS

Designated Officers must promptly report any violations of the Code to the
Chairman of the Audit Committee.

VI.      DISCIPLINARY MEASURES

Designated Officers who violate any applicable laws, rules or regulations or the
Code will face appropriate disciplinary action, as determined by the Audit
Committee, which may include discharge. The matter may also be referred to
appropriate governmental agencies.

VII.     AMENDMENT, MODIFICATION AND WAIVER

The Code may be amended or modified by the Audit Committee. Any amendments or
modifications will be publicly disclosed in accordance with the rules of the
Securities and Exchange Commission. The Audit Committee may waive violations of
the Code, but any such waiver that constitutes a material departure from a
provision of the Code will be publicly disclosed in accordance with the rules of
the Securities and Exchange Commission.