EXHIBIT 14.1


                        INTEGRATED SURGICAL SYSTEMS, INC.
                                 CODE OF ETHICS
                          (As Adopted on April 8, 2004)

This Code of Ethics of Integrated Surgical Systems (the "Company") applies to
the Company's principal executive officer, principal financial officer,
controller, and all other persons performing similar functions for the Company
(each, a "Subject Employee").

 The Company expects all of its employees, including its Subject Employees, to
act in accordance with the highest standards of personal and professional
integrity in all aspects of their activities, to comply with all applicable
laws, rules and regulations, to deter wrongdoing and abide by the policies and
procedures adopted by the Company that govern the conduct of its employees.

Accordingly, each Subject Employee shall:

(a)    Engage in and promote honest and ethical conduct, including the ethical
       handling of actual or apparent conflicts of interest between personal and
       professional relationships;
(b)    Avoid conflicts of interest and to disclose to the Corporate Governance
       Committee of the Board of Directors of the Company or, if no such
       committee exists, the full Board of Directors of the Company (in either
       case, the "Code of Ethics Administrator") any material transaction or
       relationship that reasonably could be expected to give rise to such a
       conflict;
(c)    Take all reasonable measures to protect the confidentiality of non-public
       information about the Company and its customers obtained or created in
       connection with the Subject Employee's activities and to prevent the
       unauthorized disclosure of such information unless required by applicable
       law or regulation or legal or regulatory process;
(d)    Produce full, fair, accurate, timely, and understandable disclosure in
       reports and documents that the Company files with, or submits to, the
       Securities and Exchange Commission and other regulators and in other
       public communications made by the Company;
(e)    Comply with applicable governmental laws, rules and regulations, as well
       as the rules and regulations of each self-regulatory organization (a
       "SRO") of which the Company is a member or subject to the SRO's rules and
       regulations; and
(f)    Promptly report any possible violation of this Code of Ethics to the Code
       of Ethics Administrator.

   Each Subject Employee is prohibited from directly or indirectly taking any
   action to fraudulently influence, coerce, manipulate or mislead the Company's
   independent public auditors for the purpose of rendering the financial
   statements of the Company or its subsidiaries misleading.

   Each Subject Employee shall be held accountable for the Subject Employee's
   adherence to this Code of Ethics. Any failure to observe the terms of this
   Code of Ethics may result in disciplinary action, up to and including
   termination of employment as may be determined by the Code of Ethics
   Administrator. Any violation of this Code of Ethics by a Subject Employee
   also may constitute violations of law and may result in civil and criminal
   penalties against the Subject Employee and/or the Company.

   Each Subject Employee should direct any questions regarding the best course
   of action in a particular situation to the Code of Ethics Administrator.

   Each Subject Employee, as well as all other employees of the Company, may
   elect to remain anonymous in reporting any possible violation of this Code of
   Ethics.




   Any attempt to discourage or discipline a Subject Employee or other employee
   of the Company for reporting a possible or actual violation of this Code of
   Ethics shall, in itself, be a violation of this Code of Ethics for which
   disciplinary action by the Code of Ethics Administrator may be taken.


        YOUR PERSONAL COMMITMENT TO THE INTEGRATED SURGICAL SYSTEMS, INC.
                                 CODE OF ETHICS

   I acknowledge that I have received and read Integrated Surgical Systems,
   Inc. Code of Ethics, as adopted on April 8, 2004, and understand my
   obligations as a Subject Employee to comply with the Code of Ethics. I
   further understand that my agreement to comply with the Code of Ethics does
   not constitute a contract of employment.

   Signature of Subject Employee:       ---------------------------------------

   Print name of Subject Employee:      ---------------------------------------

   Print date of signing:               ---------------------------------------