EXHIBIT 14.1

                                 CODE OF ETHICS
                                       FOR
                           PRINCIPAL EXECUTIVE OFFICER
                        SENIOR FINANCIAL OFFICERS AND ALL
                       OTHER PRINCIPAL EXECUTIVE OFFICERS
                                  AND MANAGERS
                                       OF

                         CROSS COUNTRY HEALTHCARE, INC.

BE IT RESOLVED that the Board of Directors of Cross Country Healthcare, Inc.,
herein referred to as the "Company," has established the following Code of
Ethics for its Principal Executive Officer, Senior Financial Officers and all
other Principal Executive Officers and Managers (collectively, the "Senior
Officers") to ensure the continuing integrity of financial reporting and
transactions to protect the interest of its shareholders, customers, employees
and all those with which the Company conducts business. The Company's Senior
Officers are required to conduct their personal and professional conduct
consistent with the guidance of ethical and professional standards set forth
herein.

APPLICATION

For the purposes of this Code of Ethics, Senior Officers shall include, but not
necessarily be limited to the Company's:

     |X|      President and Chief Executive Officer

     |X|      Chief Financial Officer

     |X|      Controller

     |X|      President, Travel Staffing Division

     |X|      President, Consulting Division

     |X|      President, Education and Training Division

     |X|      President, Clinical Trials Staffing Division

     |X|      President, Search and Recruitment Division

     |X|      President, Cross Country Local

     |X|      Chief Marketing and Strategy Officer

     |X|      Vice President, Corporate Development

     |X|      Corporate Counsel

The use of the term "Senior Officer" also includes, without limitation, each of
the above positions and all other principal executive officers and managers of
the Company and its subsidiaries. Should any irregularities or breaches of this
Code of Ethics be observed by any Senior Officer, they are required to report
such irregularities or breaches to the Audit Committee of the Company's Board of
Directors and its Chief Executive Officer.



SUMMARY OF GUIDING PRINCIPLES

All Senior Officers shall serve the Company's shareholders, customers and
employees with an unwavering commitment to the ethical practice of management in
all legal and moral matters. As a condition of employment, all Senior Officers
shall at all times, in performing their professional services:

     |X|      Act with integrity, and in a lawful manner.

     |X|      Not knowingly misrepresent material facts.

     |X|      Establish and support principles and procedures, which seek the
              highest and best use of resources yielding continually accurate,
              timely and understandable information, and full disclosure of
              financial and operating conditions.

     |X|      Avoid all possible conflicts of interest in personal and in
              professional relationships.

     |X|      Act in good faith, responsibly, with due care, competence and
              diligence.

     |X|      Ensure accurate recordation and maintenance of all material files
              adhering to full compliance with the Company's record retention
              policy.

     |X|      Ensure continuing education and share knowledge among peers to
              ensure maximum knowledge of best practices, laws, regulations and
              core skills that are required of or enhance the financial and
              operating performance of the Company.

     |X|      Observe discretion regarding confidential information and
              personal relationships.

     |X|      Employ, reward and recognize accomplishments without regard to
              race, personal background, sex or religious practice.

     |X|      Ensure all information provided to shareholders, regulatory
              bodies, employees and the general public is credible, and accurate
              in all material respects.

     |X|      Ensure responsible use of and control over the Company's assets.

     |X|      Be recognized as a responsible partner within the communities the
              Company serves, among peers, among those with which the Company
              conducts business, among customers and in society.

BASIC STANDARD OF ETHICS

Senior Officers shall observe the highest standards of ethical conduct. In the
performance of their duties, they shall protect and foster shareholder value
through fair dealings, complete honesty and full disclosure. Senior Officers
shall maintain the highest standards of integrity, both in the workplace and
outside the workplace, fully observing all laws and applicable regulations.

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Senior Officers shall ensure full compliance with the Sarbanes-Oxley Act of 2002
and all existing and future securities legislation, as well as full compliance
with corporate governance requirements of the NASD or any exchange upon which
the Company may in the future trade its stock.

Senior Officers shall in all cases ensure full and honest disclosure of the
Company's financial and operating conditions as required by law and NASD
mandate. They shall be responsible for and ensure the security of confidential
information related to the Company.

CONFLICTS OF INTEREST

Senior Officers shall avoid all conflicts of interest. A "conflict of interest"
exists any time a Senior Officer faces a choice between what is in his or her
personal interest (financial or otherwise) and the interest of the Company. When
a conflict of interest arises, it is important that each Senior Officer act with
great care to avoid even the appearance that his or her actions were not in the
best interest of the Company. If a Senior Officer is in a position where his or
her objectivity may be questioned because of individual interests or family or
personal relationships, the Senior Officer shall immediately notify the Chief
Executive Officer and the Audit Committee for guidance.

OWNERSHIP INTERESTS

The Company's Senior Officers are excluded from transacting business with the
Company through any company they own all or partial interest or in which an
immediate family member owns all or partial interests. Immediate family shall
include spouse, children, parents, siblings, in-laws, and grandparents. If a
Senior Officer is aware of an extended family member (all non-immediate family
members) who has an interest in a firm which does or wishes to transact business
with the Company, the Senior Officer should notify the Chief Executive Officer
and Audit Committee for determination of potential conflicts and guidance. In
any instance, regardless of a family or non-family relationship with a vendor,
it is illegal and unacceptable for any Senior Officer to receive any form of
compensation or value as a result of the Company's transacting business with any
person or firm. In all purchasing and business relationships, the Senior Officer
is obligated to keep the Company's interests first in mind.

PERSONAL FINANCES

Senior Officers are required to ensure that their personal finances and personal
financial dealings are prudent and in no manner shall have a negative impact on
the Company or place the Senior Officer in a potential compromising position as
it relates to the Company's best interest.

OUTSIDE INTERESTS AND DIRECTORSHIPS

Senior Officers who hold interests in another company must make certain they
cause no conflicts of interest or potential negative impact on the confidence
that shareholders, customers and the public have in the Company. This means such
Senior Officers may not serve as an officer, director, partner or consultant for
other organizations if such activity:

     |X|      Interferes with the Senior Officer's ability to act in the best
              interests of the Company;

     |X|      Requires the Senior Officer to use proprietary, confidential or
              non-public information, procedures, plans or techniques of the
              Company;
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     |X|      Competes with the Company and/or its subsidiaries; or

     |X|      Creates any appearance of impropriety.

The Company's Board of Directors and management fully support Senior Officers'
involvement in and contribution to not-for-profit and charitable activities.
Senior Officers must report to the Chief Executive Officer and the Audit
Committee any existing or potential director positions they hold or wish to hold
on not-for-profit and charitable organization boards. The Audit Committee shall
make its determination as to the potential for material conflicts and shall
authorize or deny such director participation by a Senior Officer. Should a
Senior Officer at the time of adoption of this Code of Ethics serve on the board
of directors of a not-for-profit or charitable organization, he or she should
immediately seek approval and guidance from the Audit Committee. Should the
Audit Committee approve such volunteerism, Senior Officers are required to
remain vigilant to ensure no conflicts of interest arise and that the best
interests of the Company serve as the guiding influence. Senior Officers are
precluded from making decisions concerning contributions to philanthropic
organizations on which they serve as a member of the Board or a volunteer. All
contributions shall be solely sanctioned by the Audit Committee and/or Board of
Directors.

Senior Officers shall seek approval for any "outside" activity before accepting
such a position. Officers are required to submit a formal written request and
all relevant facts to the Chief Executive Officer and Audit Committee.

LOANS

The Company prohibits the loan, in any form, of money to Senior Officers,
including a prohibition against the guarantee of a loan. The prohibition of
loans shall include, the personal use of Company issued credit cards and split
dollar life insurance policies. The absence of mention of a specific form of a
loan in the Code of Ethics does not imply its approval.

GIFTS, MEALS, SERVICES and ENTERTAINMENT

Senior Officers shall not request or accept anything that might be used as a
means of influence, or even appear to influence, such person's actions. Senior
Officers may not accept, from any firm that does or may do business with the
Company, any gifts, meals, entertainment or services of a value which is not
consistent with high integrity and sound business practice.

SAFEGUARDING COMPANY ASSETS / ACCURACY OF BOOKS AND RECORDS

The Company's Senior Officers must ensure the maintenance of internal controls
to provide guidance and overall protection of Company assets and financial
integrity. The controls are based upon the following principles.

SENIOR OFFICERS MAY NOT:

     |X|      Make personal use of company assets which create any additional
              costs for, interferes with work duties or violates any company
              policies;

     |X|      Allow company property to be used to help carry out illegal acts;

     |X|      Manipulate financial accounts, records or reports for personal
              gain; and

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SENIOR OFFICERS MUST:

     |X|      Maintain off-the-book accounts to facilitate questionable or
              illegal payments.


     |X|      Prepare budget proposals with accurate information;

     |X|      Maintain books, accounts and records according to generally
              accepted accounting principles, using enough detail to reflect
              accurately and fairly Company transactions;

     |X|      Record transactions accurately and in a timely manner, so that no
              misleading financial information is created (These transactions
              include income, expense, indebtedness, obligation, reserves and
              acquisition or disposition of assets, etc.);

     |X|      Establish internal financial controls that are
              documented, stored in multiple locations and reviewed for
              their integrity and application quarterly by Senior Officers
              before submission of quarterly SEC filings. Should any
              irregularities, non-compliance with internal controls or
              abuses be observed, the observing Senior Officer should report
              such directly to the Chief Executive Officer and Audit
              Committee;

     |X|      Review internal financial controls at least every ninety days to
              ensure their integrity and report any deficiencies to the Chief
              Executive Officer and Audit Committee for immediate correction;
              and

     |X|      Ensure a broad knowledge of the Company's operating condition,
              ensuring full and honest disclosure of all material aspects
              and reporting such in Management's Discussion and Analysis
              section of the Company's periodic reports and filings.

BRIBERY, KICKBACKS AND OTHER IMPROPER PAYMENTS

The Company's Senior Officers shall maintain high ethical and professional
standards in dealings with government officials and members of the private
sector. Senior Officers should adhere to the following guidelines.

     |X|      Do not directly or indirectly promise, offer or make payment
              in money or anything of value to anyone, including a
              government official, agent or employee of a government,
              political party, labor organization or business entity or a
              candidate of a political party, with the intent to induce
              favorable business treatment or to improperly affect business
              or government decisions.

     |X|      Document any entertainment of and gifts to customers and
              potential customers in accordance with the Company's
              Corporate Control Policies. Just as Senior Officers
              should not accept gifts of value from vendors, government
              officials, labor organizations and others, Senior Officers
              should not give any gifts or provide entertainment that is not
              consistent with high integrity and sound business practices.


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     |X|      Pay special attention to the treatment of public officials and
              employees of governmental agencies whose conduct with respect to
              gifts and meals is controlled by laws and regulations which must
              be complied with at all times. These laws and regulations are
              complex and can vary from state to state and country to country.

USE AND SELECTION OF AGENTS

Senior Officers shall engage only reputable, qualified individuals or firms as
consultants, agents, representatives or distributors under compensation
arrangements that are reasonable in relation to the services performed. The
engagement should be formalized in a written contract.

The Company requires its Senior Officers, employees and agents alike to conduct
business with integrity and ignorance of that standard is never an acceptable
excuse for improper behavior, nor is it acceptable for improper behavior to be
rationalized as being in the Company's best interest.

USE OF COMPUTER RESOURCES

The Company invests in and uses computer resources (computer hardware, software,
supporting infrastructure, network connections and telecommunications equipment)
to advance its business strategy and objectives. Unless prohibited by local law,
the use of this technology, including electronic mail and the Internet, is
subject to monitoring by the Company.

     |X|      Computer software (computer programs, databases and related
              documentation) whether purchased from a supplier or developed
              by the Company is protected by copyright and may also be
              protected by patent or as a trade secret. Senior Officers are
              expected to strictly follow the terms and conditions of the
              license agreements, including provisions not to copy or
              distribute materials covered by these agreements. These
              protected materials may not be reproduced for personal use.

     |X|      Use of the Internet, Intranet and electronic mail should
              be in support of and to advance the Company's business success.
              Any personal use of these technologies should not create
              additional costs for, interfere with work duties or violate any
              Company policies, including information management policies
              related to defamatory, offensive or threatening messages,
              gambling, pornography, viruses, chain letters, executable "ready
              to run" files, "hacking," etc.

CONFIDENTIAL AND PROPRIETARY INFORMATION

Senior Officers shall be aware that all information, including electronic
information that is created or used in support of Company business activities is
the property of the Company. Information is a valuable asset and Senior Officers
are expected to protect it from unauthorized disclosure. This applies to
Company, customer, supplier, business partner and employee data. Laws which
protect Company assets and contractual arrangements between the Company and its
customers, suppliers or business partners may restrict the use of such
confidential and proprietary information and impose both corporate and personal
liabilities for impermissible use or disclosure.

     |X|      In the course of business the Company has access to information
              regarding customers and employees which must be treated as
              confidential to protect individuals' privacy rights.

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     |X|      Senior Officers may use confidential and proprietary information
              for business purposes only. Each Senior Officer should ensure
              information within his or her operating organization is
              appropriately labeled confidential and is handled appropriately.
              If a Senior Officer is uncertain as to some information's
              confidentiality, consult with Corporate Counsel.

     |X|      Senior Officers shall not disclose confidential or proprietary
              information to individuals (including other employees) who do not
              have a business need to know the information. They shall not
              assist anyone in gaining access to confidential information
              without authorization.

BRAND MANAGEMENT AND INTELLECTUAL PROPERTY

The Company's name, logo, inventions, processes and innovations are all valuable
assets of the Company and are part of its brand management efforts. These assets
are called "intellectual property," and their protection is vital to the success
of the Company's business. Senior Officers must respect the intellectual
property rights of third parties. Violation of others' intellectual property
rights may subject both an employee and the Company to substantial liability,
including criminal penalties.

COPYRIGHTS protect works like articles, drawings, photographs, video, music,
audiotapes and software and generally prohibit unauthorized copying or
downloading of these works.

     |X|      Do not copy these materials without first determining that the
              Company has obtained permission from the copyright holder or that
              other limited copying is legally permitted.

     |X|      Should questions arise, consult with Corporate Counsel.

     |X|      Do not copy or distribute software or related documentation
              without reviewing the license agreement.

TRADEMARKS AND SERVICE MARKS are words, names and symbols which help consumers
recognize a product or service and distinguish it from those of competitors. The
Company's name and logo are among the Company's most valuable assets. The use of
the Company's trademarks or service marks must be properly authorized or
licensed.

     |X|      Do not use a third party's trademark or service mark without
              permission.

A TRADE SECRET is valuable information that creates a competitive advantage for
the Company by being kept secret. Examples include information about customers,
and financial, planning, marketing and strategic information about the Company's
current and future business plans.

     |X|      Treat as trade secrets and keep confidential all commercially
              sensitive and important business information of the Company and
              all similar information of other companies and persons that the
              Company has received under a confidentiality agreement.

Intellectual property that a Senior Officer creates during the course of his or
her employment belongs to the Company. Senior Officers must share any
innovations or inventions they create during the course of their employment with
Corporate Counsel and the Chief Executive Officer so that the Company can take
steps to protect these valuable assets.

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MEDIA AND PUBLIC INQUIRIES

Senior Officers shall not divulge or "leak" any unauthorized information to the
media or others. Unless the Senior Officer's job duties specifically include
responding to outside inquiries, all inquiries shall be referred to the Chief
Financial Officer. They shall:

     |X|      Refer all inquires from regulatory agencies to the Corporate
              Counsel and/or the Chief Executive Officer;

     |X|      Refer all inquiries from the news or trade media to the Chief
              Financial Officer; and

     |X|      Refer all inquiries about current or former employees to the
              Manager of Human Resources.

HEALTH AND SAFETY

The Company highly values the health and safety of its employees and customers.
To meet the Company's standards, each Senior Officer shall personally follow and
vigilantly promote all employees to:

     |X|     Conduct all work in conformance with the Company's health and
             safety policies and standards.

     |X|     Conduct operations in a manner that meets applicable health and
             safety laws, regulations, permits and other requirements, such as
             those dealing with employee and public safety and work conditions.

     |X|     Follow instructions on health and safety laws, regulations and
             hazards, and apply training to protect one's self, others and the
             environment.

     |X|     Abide by the requirements of the Company's employee related
             policies. While on the Company's premises or engaged in Company's
             business, Senior Officers shall not threaten or injure other
             persons, or possess or use firearms.

     |X|     Follow the requirements of the Company's alcohol and drug-free
             workplace policy. Senior Officers shall ensure their personal
             fitness, duties, and work environments are safe. Senior Officers
             shall not unlawfully use, possess, sell or transfer illegal drugs,
             narcotics or alcohol either on or off the job.

EQUAL EMPLOYMENT OPPORTUNITY

The Company seeks diversity in its employees, respects their differences and
encourages and recognizes contributions of individuals. Senior Officers shall
comply with all local laws concerning discrimination and equal opportunity.
The Company does not tolerate discrimination in its workplace or against its
employees. Senior Officers shall recruit, select, train and pay based on
merit, experience and other work-related criteria.



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HARASSMENT IN THE WORKPLACE

The Company's Senior Officers shall be committed to maintaining a work
environment where employees can perform their assigned duties and
responsibilities without being harassed, and Senior Officers will take
appropriate action if harassment occurs. Harassment (generally meaning any
offensive action which singles out an employee to the detriment or objection
of that employee because of race, sex, religion, national origin, age,
disability, etc.) covers a wide range of conduct, including unwelcome behavior
of a sexual nature and racial slurs.

     |X|     Senior Officers shall not allow harassment of any kind in the
             workplace to be tolerated.

     |X|     Senior Officers are expected to report all incidents of suspected
             harassment to the Corporate Counsel and Chief Executive Officer.

     |X|     Senior Officers shall ensure all claims of harassment are promptly
             and thoroughly investigated in as confidential a manner as
             possible.

FAIR COMPETITION

Senior Officers shall follow fair competition standards to ensure full,
effective and fair competition and, in particular, to protect customers from
unfair or anti-competitive behavior. It is the Company's policy not only to
adhere strictly to the fair competition standards that are a matter of law, but
also to conduct Company affairs with the highest moral, legal and ethical
principles consistent with the spirit of these laws.

REGULATORY COMPLIANCE

Senior Officers shall at all times ensure full compliance with all applicable
laws, rules and regulations. Should any questions exists relative to full
compliance, the Senior Officer should contact Corporate Counsel for guidance.


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