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                                                                      EXHIBIT 14

                                 CODE OF ETHICS
                   FOR SENIOR EXECUTIVE AND FINANCIAL OFFICERS
                            OF THE ENSTAR GROUP, INC.

I.       GENERAL

         It is the policy of The Enstar Group, Inc. (the "Company") to comply
strictly with all laws, rules and regulations governing its operations and to
conduct its affairs in keeping with the highest moral, legal and ethical
standards. This policy is described in the Company's Code of Conduct (the "Code
of Conduct") which is applicable to all employees. Senior executive and
financial officers hold an important and elevated role in complying with the
Code of Conduct in their own activities; in ensuring compliance with the Code of
Conduct by other employees; and in their commitment to (i) honest and ethical
conduct, (ii) full, fair, accurate, timely and understandable disclosure in the
Company's public communications, and (iii) compliance with applicable
governmental laws, rules and regulations. Accordingly, the Company has adopted
this Code of Ethics for its Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer, Vice President of Corporate Taxes/Secretary, Controller
and Treasurer and any other senior executive or financial officers performing
similar functions and so designated from time to time by the Chief Executive
Officer (the "Senior Executive and Financial Officers"). The principles and
standards set forth in this Code of Ethics for the Senior Executive and
Financial Officers shall supplement the Company's Code of Conduct, and the
Senior Executive and Financial Officers must comply with both this Code of
Ethics and that Code of Conduct. This Code of Ethics shall be approved annually
by the independent members of the Board of Directors (the "Independent
Directors") and filed with the Securities and Exchange Commission (the "SEC") as
an exhibit to the Company's Annual Report on Form 10-K.

II.      HONEST AND ETHICAL CONDUCT

         Senior Executive and Financial Officers will exhibit and promote the
highest standards of honest and ethical conduct, including adherence to the
following policies and procedures:

         -        The Company's Code of Conduct prohibits any activity or
                  association that creates or appears to create a conflict
                  between the employee's personal interests and the Company's
                  business interests. The Code of Conduct includes definitions
                  of conflict-of-interest situations, and imposes policies and
                  guidelines for the avoidance of conflicts of interest by all
                  Company employees. In addition to their compliance with all
                  applicable provisions of the Code of Conduct, the Senior
                  Executive and Financial Officers shall (a) engage in only
                  honest and ethical conduct, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships; and (b) avoid conflicts of
                  interest, including


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                  making disclosure to the Independent Directors of any material
                  transaction or relationship that reasonably could be expected
                  to give rise to such a conflict.

         -        Inform the Independent Directors of (a) deviations in practice
                  from policies and procedures governing honest and ethical
                  behavior or (b) any material transaction or relationship that
                  could reasonably be expected to create a conflict of interest.

         -        Demonstrate personal support for the policies and procedures
                  set forth in this Code of Ethics through periodic
                  communications reinforcing these principles and standards
                  throughout the Company.

         -        Respect the confidentiality of information acquired in
                  performance of one's responsibilities and do not use
                  confidential information for personal advantage.

III.     FINANCIAL RECORDS AND PERIODIC REPORTS

         As a public company, the Company is committed to full, fair, accurate,
timely and understandable disclosure in reports and documents that it files
with, or submits to, the SEC and in other public communications made by the
Company. In support of this commitment, the Company has, among other measures,
(a) designed and implemented disclosure controls and procedures (within the
meaning of applicable SEC rules); (b) established a Disclosure Committee, which
imposes duties on each of the Senior Executive and Financial Officers; (c) set
forth requirements in the Code of Conduct relating to the maintenance of
accurate and complete records, the prohibition of false, misleading or
artificial entries on its books and records, and the full and complete
documentation and recording of transactions in the Company's accounting records;
and (d) established a record retention policy. In addition to performing their
duties and responsibilities under these requirements, each of the Senior
Executive and Financial Officers will establish and manage the Company's
reporting systems and procedures with due care and diligence to ensure that:

         -        Reports filed with or submitted to the SEC and other public
                  communications contain information that is full, fair,
                  accurate, timely and understandable and do not misrepresent or
                  omit material facts.

         -        Business transactions are properly authorized and completely
                  and accurately recorded on the Company's books and records in
                  accordance with generally accepted accounting principles and
                  the Company's established financial policies.

         -        Retention or disposal of Company records is in accordance with
                  established Company policies and applicable legal and
                  regulatory requirements.


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IV.      COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

         As set forth in the Code of Conduct, it is the policy of the Company to
comply strictly with all laws, rules and regulations governing its operations,
to promote integrity and fairness and to maintain the highest standards of
ethical conduct. Accordingly, the Senior Executives and Financial Officers will
comply with applicable governmental laws, rules and regulations, and will:

         -        Educate employees about federal, state and local statutes,
                  rules, regulations and administrative procedures that affect
                  the operation of the Company.

         -        Monitor compliance of the Company's finance organization and
                  other key employees with applicable federal, state and local
                  statutes, rules, regulations and administrative procedures.

         -        Identify, report and correct in a swift and certain manner any
                  detected deviations from applicable federal, state and local
                  statutes, rules, regulations and administrative procedures.

V.       COMPLIANCE WITH CODE OF ETHICS

         The Senior Executives and Financial Officers shall acknowledge and
certify their ongoing compliance with this Code of Ethics annually and supply a
copy of such certification to the Independent Directors. This Code of Ethics
will be published with the Code of Conduct and distributed to all employees, and
any employee should promptly report any violation of this Code of Ethics to the
Independent Directors. Under the Code of Conduct, any infraction of the Code of
Conduct will subject an employee to disciplinary action that may include
reprimand, demotion or dismissal, depending on the seriousness of the offense.
The Board of Directors shall take appropriate action with respect to the failure
of any Senior Executive or Financial Officer to comply with this Code of Ethics,
which may include any of these sanctions.







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