8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2005

THESTREET.COM, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

0-25779	06-1515824
(Commission File Number)	(IRS Employer Identification No.)

14 WALL STREET

15TH FLOOR

NEW YORK, NEW YORK 10005

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (212) 321-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

(a) The Board of Directors of TheStreet.com, Inc. (the “Company”), on January 25, 2005, amended the Company’s Code of Business Conduct and Ethics to provide for the reporting of personal securities transactions by certain persons, in accordance with Section 204A-1 of the Investment Advisers Act of 1940. The new provisions can be found under the heading “Compliance with Trading Policies and Restrictions.”

Item 9.01.		Exhibits.
	(c)	Exhibits
		Exhibit 14.1	TheStreet.com, Inc. Code of Business Conduct and Ethics

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THESTREET.COM, INC. (Registrant)

By:        /s/ Thomas J. Clarke, Jr.      
      Thomas J. Clarke, Jr.      
      Chairman and Chief Executive Officer      

January 31, 2005

Date

Exhibit Index

Exhibit Number	Description
14.1	TheStreet.com, Inc. Code of Business Conduct and Ethics

EX-14.1

THESTREET.COM

CODE OF BUSINESS CONDUCT AND ETHICS

January 25, 2005

TABLE OF CONTENTS

Introduction	2
General Principles	2
Ethical Behavior	2
Compliance with Laws, Rules, and Regulations	2
Fair Dealing	3
Confidentiality of Information	3
Professionalism and Respect for Others	3
Conflicts of Interest	4
Duty of Loyalty	4
Corporate Opportunities	4
Insider Trading	4
Gifts and Entertainment	5
Business Practices	5
Editorial Conflicts Disclosure	5
Corporate Disclosure under the Securities Laws	5
Compliance with Trading Policies and Restrictions	5
Books and Records	6
Employment Practices	6
Compliance with the Code	6
Reporting of Violations	6
Enforcement of the Code	7
Waivers of the Code	7
Certification

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THESTREET.COM, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

This Code of Business Conduct and Ethics embodies the commitment of TheStreet.com, Inc. and its subsidiaries to conduct its business in an honest and ethical manner, in accordance with all applicable laws, rules, and regulations. All of our employees, as well as directors and outside contributors to our publications, are expected to adhere to the provisions of this code that apply to them.

TheStreet.com’s reputation for honesty, integrity, and editorial independence in the marketplace is central to our success as a business. Accordingly, all of us have a personal responsibility to conduct ourselves in a way that reflects positively on our company and that is in keeping with the letter and spirit of the law and the principles set forth in this code.

No written policy could possibly cover every business situation or ethical issue that may arise amidst the challenges of conducting business in a complex and rapidly changing environment. However, the code is intended to articulate standards of ethical conduct that should apply to all business dealings and activities of the company.

General Principles

Everyone associated with TheStreet.com should be guided by the following general principles in deciding what course of action to take in any particular circumstance.

Ethical Behavior

Your decisions and behavior can have far-reaching implications for you as an individual and on TheStreet.com as a corporation. Working at TheStreet.com means acceptance of individual responsibility for behaving in an honest and ethical manner in the pursuit of TheStreet.com’s business objectives.

Compliance with Laws, Rules, and Regulations

We as a firm must respect and obey all of the laws, rules, and regulations that apply to our business. TheStreet.com, a registered investment advisor, and Independent Research Group LLC, our registered broker dealer subsidiary, have policies and procedures designed specifically to meet applicable laws, rules, and regulations. Managers of each business unit are responsible for establishing (with the assistance of the Legal Department) procedures sufficient to ensure that their business units operate in compliance with the laws, rules, and regulations that apply to them. Although you as an employee are not expected to know the details of every law or rule affecting the business, it is your responsibility to become familiar with and comply with firm-wide policies and procedures, and those of your business unit. If you are unsure or have any questions

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regarding applicable policies and procedures, do not hesitate to seek advice from your supervisor, department manager, compliance officer, or the General Counsel.

Fair Dealing

We seek to achieve our business goals fairly and honestly, through legal and ethical business practices only. Each employee should endeavor to deal fairly with TheStreet.com’s customers, subscribers, advertisers, suppliers, and fellow employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair practice.

Confidentiality of Information

In producing TheStreet.com’s publications and carrying out its business, employees, directors, and outside contributors to our publications may learn confidential or proprietary information about the company or third parties. Such information may include, among other things, (i) confidential information about yet-to-be-published news, commentary, investment recommendations, advertising, or other material, as well as (ii) non-public information concerning the company’s business, financial performance, marketing or strategic plans, customer information, and pricing information, and (iii) non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.

All such information is strictly the property of TheStreet.com, and you may not disclose it to others or use it for your own or someone else’s benefit. In particular, you must not use yet-to-be published information as a basis for any investment decision. TheStreet.com’s Investment Policy and its editorial policies provide detailed rules with respect to such situations.

Within the company, confidential or proprietary information should be disclosed only to those who need the information to meet their business responsibilities. You should also be careful not to discuss such matters with family members or business or social acquaintances or in places where you can be overheard.

Professionalism and Respect for Others

We expect our employees to behave with professionalism and respect toward their fellow employees and to other members of TheStreet.com community, such as our directors, outside contributors, suppliers, and customers, and to strive for quality and productivity in the performance of their work. In addition, when representing TheStreet.com in public, employees should always comport themselves in a manner that reflects favorably on the company.

Conflicts of Interest

Generally, a “conflict of interest” occurs when an individual’s private interest improperly interferes with the interests of the company; for example, when you exploit your position

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with the company to obtain personal benefits for yourself or your family members, or to benefit a customer, supplier, or competitor of the company in which you or your family members have a personal interest.

Employees and directors have a duty to avoid any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest with the company, unless such transaction or relationship has been specifically approved by the company. If you have any questions about what might constitute a conflict of interest, or to report any transaction or relationship that you believe has occurred or may occur that might constitute a conflict of interest, please contact the General Counsel. Any such transaction or relationship should be avoided unless specifically approved.

Duty of Loyalty

Employees and directors owe a duty to the company to refrain from competition with the company, and to advance the company’s legitimate business interests when the opportunity to do so arises. Additionally, employees may not, without the company’s prior approval, engage in outside employment or other outside activity that interferes with their duties and responsibilities at the company. Furthermore, all employees and directors should act in a manner that protects the company’s assets and ensures their proper and efficient use.

Corporate Opportunities

A “corporate opportunity” is a business opportunity discovered through the use of company property, information, or position. Employees and directors are prohibited from taking for themselves (or directing to a third party) any corporate opportunity, unless the company has already been offered the opportunity and turned it down. Employees and directors are also prohibited from using corporate property, information, or position for personal gain.

Insider Trading

“Insider trading” is the purchase or sale of securities by a person who is in possession of material non-public or confidential information about the securities and who owes a duty not to take personal advantage of the information.

It is both illegal and against company policy for any employee, director, or outside contributor who is aware of material nonpublic information relating to TheStreet.com or another company to buy or sell any securities of TheStreet.com or such other company. Passing such information on to another person, or recommending that such other person buy or sell securities based on inside information, –– sometimes known as “tipping” –– is also generally illegal and against company policy. Additional trading restrictions, which apply to officers, directors and other employees whose positions tend to make them privy to material, non-public information about the company, are contained in TheStreet.com’s Investment Policy.

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Gifts and Entertainment

Employees should use good judgment when giving or accepting gifts or entertainment in business settings. The nature and value of any such gift or entertainment should be consistent with customary business practice and departmental guidelines. No gift should be given or accepted in violation of applicable law. If you have questions regarding the appropriateness of a gift or entertainment, please discuss with your supervisor, manager, compliance officer, or the General Counsel before you accept it.

Business Practices

Editorial Conflicts Disclosure

TheStreet.com publishes news, which is produced by the journalists and editors in its newsroom, and commentary, which is produced by a group of outside contributing columnists. In order to avoid any appearance that our reporting is driven by personal interest, it is company policy that journalists, editors, and other editorial staff members are prohibited from holding positions in individual stocks, other than stock in TheStreet.com. In addition, in the interests of full disclosure, when outside contributing columnists write about stocks in which they or their firms have a position, appropriate disclosure must be made. Detailed rules and procedures regarding these and other matters of securities ownership by persons associated with the company can be found in TheStreet.com’s Investment Policy.

Compliance with Trading Policies and Restrictions

As a registered investment advisor, TheStreet.com also publishes advisory newsletters that contain impersonal investment recommendations. The outside contributors and editorial staffers who write these publications are subject to certain trading policies and restrictions to prevent them from benefiting improperly from their publications. In order to ensure that our personnel adhere to applicable trading policies and restrictions, in accordance with Section 204A-1 of the Investment Advisers Act, we have adopted the following procedures governing reporting of personal securities transactions by certain persons, designated as “Access Persons.”

“Access Persons” Subject to the Reporting Requirements

“Access Persons” include (i) all officers and directors of TheStreet.com, (ii) all editorial staffers and outside contributors who recommend securities for TheStreet.com’s advisory newsletters, and (iii) all editorial staffers who are privy to the content of TheStreet.com’s advisory newsletters prior to publication.

Reporting Requirements

Holdings Reports. Each Access Person must provide a report of the Access Person’s current reportable securities holdings (i) no later than 10 days after the person becomes an Access Person and (ii) annually thereafter as of December 31^st of each year, no later than 30 days after year-end.

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Each holdings report must contain the following: (i) title and type of security, ticker symbol, number of shares, and principal amount of each reportable security in which the Access Person has direct or indirect beneficial ownership, (ii) name of the broker, dealer or bank at which such securities are held, and (iii) date of submission of the report.

Transaction Reports. Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover all transactions during the quarter.

Each transaction report must contain the following: (i) date of the transaction, (ii) title and type of security, ticker symbol, number of shares, and principal amount of each reportable security involved, (iii) nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), (iv) price of the security at which the transaction was effected, (v) name of the broker, dealer or bank with or through which the transaction was effected, and (vi) date of submission of the report.

A transaction report need not be submitted if the report would duplicate information contained in broker trade confirmations or account statements provided or arranged to be provided to TheStreet.com so long as such confirmations or statements are received no later than 30 days after the end of the applicable calendar quarter.

Exceptions from Reporting Requirements. Confirmations reflecting transactions in the following are not considered reportable securities and need not be furnished: (i) direct obligations of the U.S. government; (ii) bankers’ acceptances and bank certificates of deposit; (iii) commercial paper; (iv) high-quality short-term debt instruments; (v) shares of open-end, closed-end and exchange traded mutual funds; and (vi) commodities.

Pre-approval of Certain Investments

Access Persons must obtain approval of the General Counsel before directly or indirectly acquiring beneficial ownership in any security in an initial public offering or in a limited offering.

Corporate Disclosure under the Securities Laws

It is the policy of TheStreet.com that the information in its public communications, including filings with the Securities and Exchange Commission, be full, fair, accurate, timely, and understandable. All employees and directors who are involved in the company’s disclosure process are responsible for acting in furtherance of this policy.

If you are involved in the preparation of the company’s financial statements, you must do so according to applicable accounting standards and rules so that all transactions are properly recorded and the financial statements fairly and completely reflect the operations and financial condition of the company.

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Books and Records

It is essential to the operation of TheStreet.com, and to maintaining investor confidence, that the company’s financial books and records be accurate and complete.

If you have reason to believe that any of the company’s books and records are not being maintained in an accurate or complete manner or that any misleading statement has been made to an auditor or included in the company’s SEC filings, you are expected to report this immediately to the General Counsel. Alternatively, you may report such matters on a confidential and anonymous basis by contacting the “Whistleblower Hotline” established by the Audit Committee of our Board of Directors and maintained by an outside service provider. The hotline number, as well as a mailing address and fax number for sending written whistleblower complaints, can be found on the company’s Human Resources Intranet and have also been posted in the company’s offices.

Employment Practices

We are firmly committed to providing equal opportunity in all aspects of employment. We will not tolerate any illegal discrimination or harassment of any kind. The company expects its employees and directors to treat colleagues, employees, and others with whom they interact with respect and dignity. The company seeks to encourage an atmosphere in which openness, cooperation, and consultation are the norms.

Compliance with the Code

TheStreet.com takes this Code of Business Conduct and Ethics very seriously. All employees, as well as directors and outside contributors to our publications, are responsible for compliance with those aspects of the code that apply to them. At the time of adoption of this code, all such persons will be required to read it and to certify in writing that they have done so. Thereafter, all new employees, directors and outside contributors will be required to read it and so certify.

Reporting of Violations

Employees and directors should be alert and sensitive to situations that could result in violations of law or of the standards of ethical conduct set forth in this code. If you believe your own conduct, or that of another employee, officer, or director may have violated the law or this code, you have an obligation to report the matter.

Generally, you should raise such matters first with your immediate supervisor or the manager of your department. If you are not comfortable bringing the matter up with your supervisor or manager, or have done so and do not believe he or she has dealt with the matter properly, then you should raise the matter with the General Counsel (which may be done on an anonymous basis). All such communications will be handled discreetly and will be kept confidential to the extent feasible. Alternatively, you may raise any legal or ethical concerns you may have on a confidential and anonymous basis by calling the “Whistleblower Hotline” established by the Audit Committee of our Board of

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Directors. The Hotline number can be found on the company’s Human Resources Intranet and has also been posted in the company’s offices. Allegations of fraud or other misconduct involving management or other employees who have a significant role in the company’s financial reporting, disclosures or internal controls, shall be reported to the company’s Audit Committee.

It is the company’s policy not to allow retaliation for reports of misconduct by others made in good faith. However, any person who knowingly makes a false report of questionable behavior will be subject to disciplinary action.

Enforcement of the Code

The company is committed to upholding the highest standards of ethical business conduct. The company will investigate any allegations of misconduct. All employees, directors, and outside contributing columnists are expected to cooperate with any such investigation, as applicable. In addition, the General Counsel or his or her designee will review required securities reports on a quarterly basis for compliance with applicable trading policies and restrictions. Employees, directors, and outside contributors who violate the law or this code will be subject to disciplinary measures, which may include, as applicable, reprimand, suspension without pay, demotion, termination, and reporting of violations of law to the appropriate authorities. In determining what action is appropriate in a particular case, the company will take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action, and whether or not the individual in question had committed other violations in the past.

Waivers of the Code

Any waiver of this code for executive officers, senior financial officers, or directors may be made only by the Board of Directors or a Board committee, and will be promptly disclosed publicly as required by law or Nasdaq Stock Market requirements.

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THESTREET.COM

CODE OF BUSINESS CONDUCT AND ETHICS

Certification

_______________________________
Print Name

_______________________________
Title or Relationship to TheStreet.com

        This is to acknowledge that I have received, read, and understand TheStreet.com’s Code of Business Conduct and Ethics dated January 25, 2005 (the “Code”). I certify that I will comply fully with all terms of the Code.

      _______________________________
        Signature

      _______________________________
        Date

PLEASE SIGN AND RETURN THIS ACKNOWLEDGMENT
AS SOON AS POSSIBLE.