<SEQUENCE>5

<FILENAME>exhibit14.txt

<DESCRIPTION>CODE OF BUSINESS CONDUCT

<TEXT>







                              Delcath Systems, Inc.





Dear Employees:



     I believe that our reputation for integrity is among our most important

assets. Each of us has a role in preserving that reputation, and for that

reason, it is essential that each of us observe the highest standards of

personal and professional conduct. Broadly stated, this means obeying the law

and adhering to high ethical standards. Each of us must be conscious that the

misdeeds of even one person could discredit the entire company.



     In order to assure that we all understand what we should expect of each

other, we have prepared a Code of Business Conduct, outlining the standards by

which every employee should conduct himself or herself and identifying

misconduct that will not be tolerated. You should understand that this Code will

be enforced vigorously, and violations may lead to significant disciplinary

action, including dismissal.



     You may have questions about the Code - what it means, or how you should

handle a particular situation. To help you live up to the Code, we have

designated an Ethics Officer you can turn to, on a confidential basis if you

wish, for more information, for advice or to report potential violations of the

Code. Each of you must familiarize yourself with the Code, use your common sense

and best judgment and seek additional guidance when you need it. With your help,

we can assure that the Company's business reputation remains unblemished.



     You may be asked to acknowledge that you have received and read the Code

and to agree that you will comply with its provisions.



                                                Sincerely,









                                                President and Chief Executive

                                                Officer







<PAGE>









                              Delcath Systems, Inc.



                            Code of Business Conduct



                            Adopted on March 25, 2004





I. INTRODUCTION



     This Code of Business Conduct ("Code") has been adopted by Delcath Systems,

Inc. (the "Company") to assure that the Company adheres to ethical standards and

obeys all applicable laws and that its employees, officers, directors and agents

clearly understand what is required of them in that regard. To further the

Company's fundamental principles of honesty and loyalty, our Code strives to

deter wrongdoing and promote the following objectives:



     o    honest and ethical conduct and the avoidance of conflicts of interest;



     o    full, fair, accurate, timely and transparent disclosure in reports and

          documents that the Company files with the Securities and Exchange

          Commission ("SEC") and other government agencies;



     o    compliance with the applicable laws and governmental rules and

          regulations;



     o    prompt internal reporting of Code violations or practices that are

          questionable under the Code; and



     o    accountability for compliance with the Code.





     The provisions of this Code apply to all directors, officers and employees

of the Company. The term "employees," as used in this Code, includes all of our

full and part time employees and officers and, when they are acting on behalf of

the Company, directors of the Company.



     This Code supercedes all other policies, procedures, instructions,

practices, rules or written or verbal representations, but only to the extent

that they are inconsistent with this Code. The policies stated herein are not

all of the policies applicable to our employees nor are they a comprehensive or

complete explanation of all laws which apply to us and our employees. We are

committed to reviewing and updating our policies and procedures on a regular

basis. Therefore, this Code may be modified or supplemented in the future. In

addition, we may from time to time adopt more detailed policies and procedures

with regard to certain areas covered by this Code and other matters not

mentioned in it.





<PAGE>







     As described below, the Company's Ethics Officer has responsibility for the

overall implementation and administration of the Code. No employee has the

authority to violate any of the Code's provisions or to direct or authorize

others to do so.



II. GENERAL STANDARDS OF CONDUCT



     This Code helps ensure our compliance with legal requirements and our

standards of business conduct. All of our employees are expected to read and

understand this Code, to uphold its standards in their day-to-day business

activities, to comply with all applicable policies and procedures, and to ensure

that all agents and contractors are aware of, understand and adhere to these

standards in their dealings with or on behalf of the Company.



     The Company expects all employees to exercise good judgment to ensure the

safety and welfare of employees and to maintain a cooperative, efficient,

positive, harmonious and productive work environment and business organization.

These standards apply while working on our premises, at offsite locations where

our business is being conducted, at Company-sponsored business and social

events, or at any other place where you are a representative of the Company.

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