Exhibit 14

Dear Friends and Co-workers:

      This Code of Business Conduct and Ethics (the "Code") sets forth the
commitment of CH Energy Group, Inc. and its subsidiaries (the "Company") to
conduct our business in accordance with the highest ethical standards and all
applicable laws, rules and regulations.

      The Code, adopted by our Board of Directors, states the guiding principles
by which we operate our Company and conduct our daily business with our
shareholders, customers, suppliers, government authorities, and each other.
These principles apply to all directors, officers and employees.

      Thinking about our principles is very important. It reinforces our
commitment to our values, and it helps us focus on the ethical issues we face.

      The guiding principles stated in this Code are not all inclusive, and they
cannot replace thoughtful behavior. Each of us is personally responsible for
applying our own common sense in recognizing ethical issues and for handling
them honestly, directly and with a commitment to fair dealing.

      We expect each of you to read this Code carefully, and to abide by its
provisions and its spirit. We believe firmly that our Company's reputation and
business success depend on the integrity of each and every one of us.


                                        Paul J. Ganci
                                        Chairman of the Board


                                        Steven V. Lant
                                        President and Chief Executive Officer

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                                    Section I

      A. Our Principles and Culture

            The Board of Directors has adopted the following statement of our
Company's "Principles and Culture."

      1.    We operate our Company for the long-term benefit of our
            shareholders. We recognize that our success depends on earning the
            respect, trust and confidence of our employees, customers,
            suppliers, government authorities and the public at large.

      2.    We expect our directors, officers and employees to act honestly and
            ethically at all times.

      3.    We embrace the reality that our corporate behavior flows directly
            from the example set by the leaders of our Company. We expect
            integrity, and we communicate its importance through example,
            discussion, training, self-assessment and a system for reporting
            questionable practices without fear of reprisal.

      4.    We govern our Company with a spirit of communication and cooperation
            between our Board of Directors and our management. We have adopted
            governance guidelines which empower our independent directors to
            advise and oversee our management while enabling our Chief Executive
            Officer to lead management in carrying out the business activities
            of the Company. Our guidelines are intended to foster alignment
            between the Board and management to achieve clear and effective
            leadership and a coherent vision for the Company's future.

      5.    We expect our management to provide accurate, complete and timely
            information to the Board on opportunities, challenges and problems
            facing the Company. We believe our spirit of communication is key to
            building the trust and confidence that is essential for enabling all
            directors and members of management to work together cooperatively
            as strategic partners. We expect our Chief Executive Officer to make
            sure the Board is fully informed so that directors can participate
            meaningfully in key decisions and can provide knowledgeable
            guidance, support and oversight.

      6.    We recognize our corporate and social responsibility to comply with
            all applicable laws, rules and regulations. We emphasize compliance
            as a fundamental responsibility of our directors, officers and
            employees, and we have adopted internal controls and procedures for
            achieving compliance, preventing and detecting compliance problems,
            and responding to problems as they may occur.


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                                   Section II

      A. Purpose of the Code

      This Code is intended to promote honest and ethical conduct, and to deter
wrongdoing. This Code supercedes and replaces our prior codes of conduct.

      Each Section of the Code is applicable to all directors, officers and
employees of the Company. In accordance with Section 406 of the Sarbanes-Oxley
Act of 2002, this Section II of the Code constitutes the Company's Code of
Ethics for Senior Financial Officers.

      B. Compliance with this Code and Prompt Reporting of Violations

      All directors, officers and employees are responsible for compliance with
this Code. Each person should be alert for the possibility of ethical issues and
should ask about the application of this Code whenever in doubt.

      If you become aware of any existing, suspected or potential violation of
this Code or of any law, rule or regulation, you must promptly report that
information to your supervisor or, if you feel uncomfortable discussing the
matter with your supervisor for any reason, you should report the information to
your supervisor's manager, to the President of your subsidiary, or to an officer
of the Company.

      In addition, if you wish to raise a concern or to report a violation on an
anonymous basis, you may do so by communicating in writing with our General
Counsel, John E. Gould, Esq., at Thompson Hine, LLP. The writing should include
sufficient information and specificity to allow Mr. Gould and the Company to
review the matter. Mr. Gould may be reached as follows:

         John E. Gould, Esq.
         Thompson Hine LLP
         One Chase Manhattan Plaza      Phone: 212-344-5680
         58th Floor                     Fax: 212-809-6890
         New York, NY 10005-1401        Email: John.Gould@ThompsonHine.com

      It is important for you to understand that your supervisor, your
supervisor's manager, the President of your subsidiary, General Counsel, and the
officers of the Company are each an "Appropriate Ethics Contact" for you. If you
have questions about the application of this Code, or you wish guidance, you
should feel free to consult with an Appropriate Ethics Contact.

      No person shall be subject to retaliation or adverse personnel action of
any kind for raising a concern or reporting in good faith about matters that he
or she feels may violate this Code or any law, rule or regulation.


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      The Company will make every effort to maintain, within the limits allowed
by law and consistent with the need to conduct an adequate review, the
confidentiality of anyone requesting guidance or reporting questionable
behavior.

      C. Honest Financial Reporting and Disclosure

      Honest reporting of the Company's financial condition and operating
results is a fundamental ethic of our Company.

      It is the Company's policy that the information in its public
communications, including all filings with the Securities and Exchange
Commission, be full, fair, accurate, timely and understandable.

      All personnel involved in the Company's financial disclosure process,
including the President and Chief Executive Officer, the Chief Financial Officer
and Treasurer, the Senior Vice President -- Regulatory Affairs, Financial
Planning & Accounting, and the Vice President -- Accounting and Controller (the
"Senior Financial Officers") are responsible for complying with this policy.

      The Senior Financial Officers and all other persons involved in the
financial reporting and disclosure process are expected to be familiar with
disclosure requirements applicable to the Company, and they are prohibited from
knowingly misrepresenting, omitting or causing others to misrepresent or omit
material facts about the Company to others, whether within or outside the
Company, including the Company's independent auditors.

      D. Conflicts of Interest

      The good judgment and honest conduct of our directors, officers and
employees constitute one of our Company's most valuable assets.

      Each director, officer and employee must avoid any activity or situation
that conflicts with, or appears to conflict with, the exercise of his or her
judgment on behalf of the Company.

      A "conflict of interest" occurs when an individual's private interest
interferes -- or even appears to interfere -- in any way with the interests of
the Company. Such conflicts can arise in many situations, and it would be
impossible to identify them all in this Code. The key is to be aware of the
potential for conflicts and, in doubtful cases, to consult with your supervisor
or with another Appropriate Ethics Contact before taking any action.

      The general principle of avoiding conflicts includes the following
specific guidelines.

      o     Do not make any personal investment or enter into any personal
            contracts or arrangements that might affect your business decisions
            on behalf of the Company. If you made this kind of investment or
            contract before joining the Company, report the facts to your
            supervisor or to another Appropriate Ethics


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            Contact. This prohibition does not apply to owning small amounts of
            the securities of publicly traded companies.

      o     Be conscious of the fact that another member of your family might be
            employed in a capacity for the Company or for a third party that
            could create or appear to create a conflict of interest. If this
            situation arises, consult with your supervisor or with another
            Appropriate Ethics Contact.

      o     Do not use Company time, facilities or materials for outside work
            that is not related to your job at the Company.

      o     Exercise common sense and good judgment with respect to social
            situations related to your work or to the Company's business.
            Customary business meals and entertainment are normally acceptable,
            but you may not offer or accept any gift, meal, entertainment or
            other item if the gift, meal, entertainment or other item is of more
            than nominal value or could reasonably be perceived as possibly
            influencing your or the other person's judgment.

      o     Dealing with government employees, including those of the New York
            State Public Service Commission, is often different from dealing
            with private persons. Many governmental bodies strictly prohibit the
            receipt of any gratuities by their employees, including meals and
            entertainment. You must be aware of and comply with these
            prohibitions.

      In considering whether a situation or activity involves a risk of
conflict, it will be useful to ask yourself: How would I feel if I read about
this subject in the local newspaper? What would I tell my children to do? What
is the right thing to do?

      It is your duty to communicate with your supervisor or with another
Appropriate Ethics Contact about conflicts and potential conflicts. Having a
concern about a potential conflict does not mean there is necessarily a real
conflict, but it does mean you should review the situation with your supervisor
or with another Appropriate Ethics Contact before you act or fail to act.

      E. Compliance With Applicable Laws, Rules and Regulations

      Compliance with applicable laws, rules and regulations is a fundamental
and personal duty of each director, officer and employee.

      The Company has developed our Legal Compliance Program to help you
identify and comply with applicable requirements. Ignorance of legal
requirements cannot be used to justify non-compliance. If you have any questions
about how a law, rule or regulation applies to a specific situation, use the
Legal Compliance Program and consult with your supervisor or with an Appropriate
Ethics Contact.


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      The following paragraphs provide an outline of some of our principal
obligations. While the various requirements have different objectives and impose
different duties, they all seek to promote basic principles to which the Company
is committed: honesty, fair dealing and the application of common sense.

      (i) Securities Transactions

      On occasion you may have non-public information about the Company or about
other entities with which the Company does business or is negotiating to do
business. "Non-public" or "inside" information means information that is not
known to the public, such as interim earnings figures, possible acquisitions or
divestments, or future plans.

      Information is considered to be non-public until it has been adequately
disclosed to the public, i.e., until the information has been publicly disclosed
and adequate time has passed for the securities markets to digest the
information. If this non-public information might affect a decision to buy, sell
or hold a particular security, or might affect the market for that security,
then the information is considered "material" under the securities laws. When
you have such material, non-public information:

      o     You must not trade in the stock, bonds or other securities of the
            Company, or of any other entity to which the material, non-public
            information may relate.

      o     You must not use such information as an opportunity for personal
            gain for you or others.

      o     You must not disclose such information to persons outside the
            Company -- in other words, "tipping" other persons about material,
            non-public information is prohibited.

      If you have a question as to whether non-public information is material or
has been adequately disclosed to the public, you must contact the Company's
Chief Financial Officer or General Counsel and you must abstain from trading in
the affected securities or disclosing the information until you have been
informed that the information is not material or has been publicly disclosed and
digested.

      Trading on material, non-public information or using it for your personal
gain, or for the personal gain of others is both unethical and illegal. It will
be dealt with decisively by the Company.


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<PAGE>

      (ii) Environmental

      We are committed to complying with all applicable environmental laws,
rules and regulations, and to establishing and maintaining standards and
procedures for such compliance. We believe that control of the environmental
effects of our facilities and operations is an integral part of our public
service responsibility. Each of us is expected to give proper consideration to
environmental factors in the construction, operation and maintenance of our
facilities and in providing products and services to our customers.

      (iii) Health and Safety

      Our safety creed states, "Our duty is to plan and perform every job
safely. No job is done well unless it is done safely." The safety of employees,
customers and the general public is of paramount importance. You are expected to
understand and adhere to the Company's Manual of Safe Practices, as well as to
applicable laws, rules and regulations.

      (iv) Employment

      The Company is committed to providing equal employment opportunities for
all employees and applicants for employment. You must respect the rights of your
fellow employees and treat each other with respect and dignity. Your words and
actions must be free from discrimination, libel, slander or harassment. Each
person must be accorded equal opportunity, regardless of age, race, sex, sexual
orientation, color, creed, religion, national origin, marital status, veteran's
status, handicap or disability.

      (v) Copyrights and Intellectual Property of Others

      We respect the patents, trademarks, copyrights, trade secrets and
proprietary information of others. It is the Company policy not to knowingly
infringe these intellectual property rights of others.

      In the course of your employment, you may have access to many materials
that are copyrighted. Duplicating copyrighted materials without proper
permission may be a violation of copyright laws and is prohibited.

      In the case of computer software, only software supplied by or registered
with the Company's Information Systems Division may be installed on any
Company-owned personal computer.

      If you use Company-owned software to access the Company's computer systems
from your home computer, laptop, cellular phone or personal digital assistant,
your use of such software is governed by license agreements and copyright laws.
You may not copy or share such software without Company permission.


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<PAGE>

                                   Section III

      A. Corporate Opportunities

      Directors, officers and employees owe a duty to the Company to advance the
Company's legitimate interests when the opportunity to do so arises. They are
prohibited from:

      o     taking for themselves personally opportunities that are discovered
            or developed through the use of corporate property;

      o     using corporate property, information, or position for personal
            gain; and

      o     competing with the Company.

      B. Confidentiality

      Directors, officers and employees may from time to time learn confidential
or proprietary information about the Company, its employees, customers,
prospective customers or other third parties. Each person must maintain the
confidentiality of all such information entrusted to him or her, except in
situations when disclosure is duly authorized or legally mandated.

      Confidential information incudes all non-public information that, if
disclosed, might be of use to competitors or harmful to the Company, its
employees, customers, prospective customers or other third parties. Confidential
information also includes, among other things, non-public information about the
Company, its financial performance, its plans for the future and any non-public
information provided by a third party to the Company with the expectation that
it would be kept confidential and used only for the purpose for which it was
provided to the Company.

      C. Fair Dealing

      Our Company is committed to achieving success through hard work and honest
business practices. Each of us must strive to deal fairly with the Company's
customers, suppliers, competitors and employees. No one should take unfair
advantage of others through manipulation, concealment, abuse of privileged
information, misrepresentation or improper withholding of material facts, or any
other practice that entails unfair dealing.

      D. Protection and Proper Use of the Company's Assets

      Directors, officers and employees should protect the Company's assets and
strive to use them efficiently. The assets of the Company may be used only for
legitimate business purposes.


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      Computers, software, electronic mail and voicemail are assets of the
Company and may be used only for business purposes in accordance with the
Company's Internet Usage Guidelines and the Company's General Information for
Employees. The Company has the right to access any information contained in
Company-owned computers, electronic mail and voicemail. You must not expect such
information to be confidential.

                                   Section IV

      As discussed in Section II B of this Code, if you have a question or
concern about any existing, suspected or potential violation of this Code, you
should consult with your supervisor or with another Appropriate Ethics Contact.

      In addition, the following methods of communication are also available to
you if you have concerns or complaints regarding the accuracy or integrity of
the Company's accounting, auditing or financial reporting.

      A.    Audit Committee Procedures for Receiving and Handling Concerns or
            Complaints Regarding Accounting, Auditing or Financial Reporting

      In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee of
the Board has established special procedures that persons may follow in order to
communicate concerns or complaints regarding the accuracy or integrity of the
Company's accounting, auditing or financial reporting.

      These "Whistleblower Procedures" are set forth below and are posted on the
Company's web site.

                       Whistleblower Procedures Regarding
                  Accounting, Auditing and Financial Reporting

      The Audit Committee of the Board of Directors of CH Energy Group, Inc. has
established the following procedures for persons to follow in order to
communicate concerns or complaints to the Company about the accuracy and
integrity of the Company's accounting, auditing and financial reporting.

      All persons are encouraged to submit good faith concerns and complaints
without fear of retaliation of any kind. The Company will not discharge, demote,
suspend, threaten, harass or in any other manner discriminate against any
employee in the terms and condition of his or her employment because the
employee has raised good faith concerns or complaints in accordance with these
procedures. If an employee wishes to do so, he or she may communicate concerns
anonymously in accordance with paragraph (ii) below.


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<PAGE>

      (i) Submission of Concerns and Complaints

      Any person may submit a concern or complaint about accounting, internal
accounting controls or auditing matters by bringing the matter directly to the
attention of:

          Sally A. Muir, Esq.
          Thompson Hine LLP
          One Chase Manhattan Plaza          Phone: 212-344-5680
          58th Floor                         Fax: 212-809-6890
          New York, NY 10005-1401            Email: Sally.Muir@ThompsonHine.com

      (ii) Anonymous Submissions By Employees

      If an employee wishes to submit a concern on an anonymous basis regarding
questionable accounting or auditing matters, he or she may do so by
communicating in writing with Ms. Muir at the above address. This writing should
include sufficient information and specificity to allow the Company to review
the subject matter.

      (iii) Treatment of Concerns and Complaints

      Upon receipt of a concern or complaint, Ms. Muir will communicate the
concern or complaint to General Counsel, John E. Gould, Esq., and she and
Mr. Gould will consult with the Chairman of the Audit Committee regarding
the concern or complaint. Subject to the authority of the Audit Committee,
the Chairman of the Audit Committee, in consultation with Ms. Muir and Mr.
Gould, will determine how the concern or complaint should be evaluated and,
if necessary, investigated by Ms. Muir, by Mr. Gould or by such other persons
as may be appropriate.

      Prompt and corrective action will be taken when and as warranted in the
judgment of the Audit Committee.

      The Company will make every effort to maintain, within the limits allowed
by law and consistent with the need to conduct an adequate review, the
confidentiality of anyone submitting a concern or complaint.

      (iv) Retention of Information

      Ms. Muir shall maintain a file at Thompson Hine LLP regarding each
submission of a concern or complaint. The file shall contain the original
document(s) with respect to the submission of the concern or complaint, together
with other documents and records regarding the evaluation, investigation and
resolution of the matter.


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      (v) Quarterly Reporting to the Audit Committee

The Chairman of the Audit Committee shall report quarterly to the Audit
Committee with respect to the status of all pending submissions of concerns or
complaints concerning matters covered by these procedures. Copies of each file
will be maintained in accordance with the Company's document retention policy.

      In addition, Ms. Muir shall prepare and maintain a written log listing
each submission by date and setting forth a brief written description regarding
the substance of the matter. A copy of this log shall be provided to the
Chairman of the Audit Committee and the General Counsel on a quarterly basis.

                                    Section V

      A. Amendments and Waivers of this Code

      From time to time, the Company may determine it is appropriate under the
then current circumstances to waive provisions of this Code. Any person who
believes that a waiver may be appropriate should discuss the matter with an
Appropriate Ethics Contact.

      Waivers for directors, Senior Financial Officers, or other officers,
including "implicit waivers" as that term is defined by the rules of the
Securities and Exchange Commission, may be granted only by the Board of
Directors or by a specifically authorized Committee of the Board of Directors.

      Amendments to this Code may be made only by the Board of Directors.

      Amendments and waivers with respect to this Code will be disclosed as
required by applicable securities laws, rules and regulations and by the
applicable rules of the New York Stock Exchange.

                                   SECTION VI

      A. Personal Accountability

      Each director, officer and employee should understand that he or she will
be held accountable for complying with this Code. A failure to observe the
provisions of this Code may result in disciplinary action, up to and including
termination. In addition, to the extent a violation of the Code also violates an
applicable law, rule or regulation, or another person's rights, it may result in
civil and criminal liability.


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