EXHIBIT 14.1

Financial Code of Ethics


PacifiCare is committed to full and accurate financial disclosure in compliance
with applicable laws, rules and regulations and to maintaining our books and
records in accordance with applicable accounting policies, laws, rules and
regulations. This Financial Code of Ethics (this "CODE") applies to our Chief
Executive Officer, Chief Financial Officer, Controller and other persons
performing similar functions (together, "FINANCIAL Professionals"). This Code
sets forth specific policies to guide PacifiCare's Financial Professionals in
the performance of their duties.

Although this Code addresses conduct that is particularly important to proper
dealings with the people and entities with whom Financial Professionals
interact, it cannot possibly describe every honest and ethical practice or
principle related to financial reporting and accounting or the maintenance of
corporate books and records. As an employee of PacifiCare, this Code reflects
only one of many policies to which you are subject. Some of PacifiCare's other
employee policies, including those described in the Employee Handbook, the
Business Conduct Guidelines and the Insider Trading Policy, provide further
guidance on and amplify this Code. IN ADDITION TO COMPLIANCE UNDER THOSE
POLICIES, YOU ARE SEPARATELY BOUND BY THIS CODE AND IF YOU VIOLATE THIS CODE,
YOU MAY BE SUBJECT TO DISCIPLINARY ACTION.

Waivers of this Code may be made only by PacifiCare's Board of Directors or a
committee of the Board of the Directors and will be disclosed in accordance with
applicable law.

All Financial Professionals shall adhere to, and advocate, the following general
principles:

o        Engage in and promote honest and ethical conduct, including the ethical
         handling of actual or apparent conflicts of interests between personal
         and professional relationships;

o        Provide full, fair, accurate, timely and understandable public
         disclosure, in reports and documents filed with, or submitted, to the
         Securities and Exchange Commission and in other public communications
         made by PacifiCare;

o        Take all reasonable measures to protect the confidentiality of
         non-public information about PacifiCare, our subsidiaries, our members,
         our providers and other contracting parties to whom we have an
         obligation of confidentiality obtained or created in connection with
         our financial activities and to prevent the unauthorized disclosure of
         such information unless required by applicable law, regulation, legal
         or regulatory process;



o        Comply with applicable governmental rules and regulations and other
         appropriate private and public regulatory agencies; and

o        Act in good faith, responsibly, with due care, competence and
         diligence, without misrepresenting material facts or failing to
         disclose material facts known to you or allowing your independent
         judgment to be subordinated.

In addition, the integrity of our records and public disclosure depends on the
validity, accuracy and completeness of the information supporting the entries to
our books of account. Therefore, our corporate and business records should be
completed accurately and honestly, and the making of false or misleading entries
is strictly prohibited. Our records serve as a basis for managing our business
and are important in meeting our obligations to stockholders, members,
providers, suppliers, creditors, employees and others with whom we do business.
As a result, it is important that our books, accounts and other records
accurately and fairly reflect, in reasonable detail, our assets, liabilities,
revenues, costs and expenses, as well as all transactions and changes in assets
and liabilities.

All Financial Professionals shall also adhere to and advocate the following
principles:

o        No Financial Professional may take or authorize any action that would
         cause our financial records or financial disclosure to fail to comply
         with generally accepted accounting principles, the rules and
         regulations of the SEC or other applicable laws, rules and regulations;

o        All Financial Professionals must cooperate fully with our accounting
         department, as well as our independent public accountants and outside
         legal counsel, respond to their questions with candor and provide them
         with complete and accurate information to help ensure that our books
         and records, as well as our reports filed with the SEC, are accurate
         and complete; and

o        No Financial Professional shall knowingly make (or cause or encourage
         any other person to make) any false or misleading statement in any of
         our reports filed with the SEC or knowingly omit (or cause or encourage
         any other person to omit) any information necessary to make the
         disclosure in any of our reports accurate in all material respects; and

o        No Financial Professional or any person acting under the direction of
         any Financial Professional shall directly or indirectly take any action
         to fraudulently influence, coerce, manipulate or mislead any
         independent public accountant or internal auditor engaged in the
         performance of an audit or review of financial statements of PacifiCare
         or its subsidiaries.



Each Financial Professional shall bring to the attention of the Audit and Ethics
Committee any information he or she may have concerning:

o        Significant deficiencies in the design or operation of internal
         controls that could adversely affect PacifiCare's ability to record,
         process, summarize and report financial data; or

o        Any fraud, whether or not material, that involves any Financial
         Professional or any other employees who have a role in PacifiCare's
         financial reporting, disclosures or internal controls.

Each Financial Professional shall promptly bring to the attention of the General
Counsel and/or the Audit and Ethics Committee any information he or she may have
concerning violations of this Code or evidence of material violations of
securities or other applicable laws, rules or regulations. PacifiCare's
non-retaliation policy applies to persons who in good faith report a violation
or suspected violation of this Code.

This Financial Code of Ethics is a statement of fundamental principles and key
policies and procedures that govern PacifiCare's Financial Professionals in the
conduct of PacifiCare's business. It is not intended to and does not constitute
an employment contract or assurance of continued employment. This Code does not
create any rights in any employee, member, provider, supplier, competitor,
stockholder, creditor or any other person or entity.

Failure to observe the terms of the Financial Code of Ethics may result in
disciplinary action, including termination of employment. Violations of this
Code may also constitute violations of federal securities laws and regulations
which may result in civil and criminal penalties.



Acknowledgment

I acknowledge that I have received and read the PacifiCare Financial Code of
Ethics. I agree to comply fully with the standards contained in the Code and
PacifiCare's related policies and procedures. I understand that I have an
obligation to report any suspected violations of the Financial Code of Ethics.



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