Exhibit 14

**Code  Of Ethics For CEO & Senior Financial Officers**

 

 

**I   BACKGROUND**

The Goldfield Corporation ("Goldfield") has a series of Business  Conduct Policies that are applicable to all directors and employees of  Goldfield and its subsidiaries.  The Chief Executive Officer and all  senior financial officers, including the Chief Financial Officer and  principal accounting officer, are bound by the provisions set forth therein  relating to ethical conduct, conflicts of interest and compliance with law.   In addition to the Business Conduct Policies, the Chief Executive Officer and  senior financial officers are subject to the following additional specific  policies:  

**II  POLICY**

The Chief Executive Officer and all senior financial  officers are responsible for full, fair, accurate, timely and understandable  disclosure in the periodic reports required to be filed by Goldfield with the  Securities and Exchange Commission.  Accordingly, it is the  responsibility of the Chief Executive Officer and each senior financial  officer promptly to bring to the attention of the Disclosure Committee any  material information of which he or she may become aware that affects the  disclosures made by Goldfield in its public filings or otherwise assist the  Disclosure Committee in fulfilling its responsibilities as specified in  Goldfield's Disclosure Controls and Procedures. 

The Chief Executive Officer and each senior financial  officer shall promptly bring to the attention of the Disclosure Committee and  the Audit Committee any information he or she may have concerning (a)  significant deficiencies in the design or operation of internal controls which  could adversely affect Goldfield's ability to record, process, summarize and  report financial data or (b) any fraud, whether or not material, that involves  management or other employees who have a significant role in Goldfield's  financial reporting, disclosures or internal controls.

The Chief Executive Officer and each senior financial officer shall promptly  bring to the attention of the Disclosure Committee and to the Audit Committee  any information he or she may have concerning any violation of Goldfield's  Business Conduct Policies, including any actual or apparent conflicts of  interest between personal and professional relationships, involving any  management or other employees who have a significant role in Goldfield's  financial reporting, disclosures or internal controls. 

 

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The Chief Executive Officer and each senior financial  officer shall promptly bring to the attention of the Disclosure Committee and  to the Audit Committee any information he or she may have concerning evidence  of a material violation of the securities or other laws, rules or regulations  applicable to Goldfield and the operation of its business, by Goldfield or any  agent thereof, or of violation of the Business Conduct Policies or of these  additional policies. 

The Board of Directors shall determine, or designate  appropriate persons to determine appropriate actions to be taken in the event  of violations of the Business Conduct Policies or of these additional  procedures by the Chief Executive Officer and Goldfield's senior financial  officers.  Such actions shall be reasonably designed to deter wrongdoing  and to promote accountability for adherence to the Business Conduct Policies  and to these additional policies, and shall include written notices to the  individual involved that the Board has determined that there has been a  violation, censure by the Board, demotion or re-assignment of the individual  involved, suspension with or without pay or benefits (as determined by the  Board) and termination of the individual's employment.  In determining  what action is appropriate in a particular case, the Board of Directors or  such designee shall 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. 

**III  WAIVER**

Any waiver of any part ofthe Business Conduct Policies or these additional policies for the ChiefExecutive Officer and the senior financial officers may be made only by theAudit Committee and will be promptly disclosed to shareholders as required bySEC and AMEX rules.