This paper discusses the vast continuum between the letter of the law (legality) and the spirit of the law (ethics or morality). Further, the authors review the fiduciary duties owed by the firm to its various publics. These aspects must be considered in developing a corporate code of ethics. The underlying qualitative characteristics of a code include clarity, comprehensiveness and enforceability. While ethics is indigenous to a society, every code of ethics will necessarily reflect the corporate culture from which that code stems and be responsive to the innumerable situations for which it was created. Several examples have been provided to illustrate the ease of applicability of these concepts.