**EXHIBIT 14****TRIPLE CROWN MEDIA, INC.****Code of Ethics****(Adopted as of December 30, 2005)**     It is the policy of Triple Crown Media, Inc., its subsidiaries and affiliates (collectively,the “Company”) to conduct all business transactions in accordance with the highest ethicalstandards. The Company conducts its business affairs with honesty, integrity and in compliancewith governmental rules and regulations including, but not limited to, the rules and regulations ofthe Securities and Exchange Commission (“SEC”), the Nasdaq National Market, Inc. (“NASDAQ”), theFederal Trade Commission (“FTC”) and the U.S. Department of Labor.     This Code of Ethics (the “Code”) sets forth the ethical standards that the Company’sdirectors, officers (including the Company’s “senior financial officers,” as such term is definedin Section 406 of the Sarbanes-Oxley Act of 2002 and any rules and regulations of the SEC, orpersons performing similar functions (“Senior Financial Officers”)) and employees are expected toabide by when acting on behalf of the Company. The Code serves, among other things, to (i) focusthe Board of Directors of the Company (the “Board”) and management on areas of ethical risk, (ii)provide guidance to all employees to assist them in recognizing and handling ethical issues, (iii)present mechanisms for reporting unethical conduct and (iv) foster a culture of honesty andaccountability.     The Code is intended to comply with the requirements of NASDAQ, Section 406 of theSarbanes-Oxley Act of 2002 and any rules and regulations of the SEC.*Violations*     Violations of the Code may subject the violator to disciplinary action, including whereappropriate, termination of employment.     The Audit Committee of the Board shall report significant violations to the full Board andrecommend appropriate action. Any claim that a director has violated the Code will be reviewed bythe full Board.*Employees, Directors and Officers*     All employees, directors and officers of the Company are expected to perform their duties incompliance with the Code and conduct themselves honestly and ethically at all times. Allemployees, directors and officers shall be treated, and are expected to treat others, withfairness, respect and dignity. TheCompany offers equal opportunities for employment to all individuals and does not tolerateintimidation, harassment or discrimination based on race, sex, age, color, religion, nationalorigin, veteran’s status or disability.*Compliance with Laws and Regulations*     All employees, directors and officers of the Company shall conduct their business affairson behalf of the Company in accordance with all applicable laws, rules and regulations.*Confidential Information*     All employees, directors and officers of the Company must respect and maintain theconfidentiality of information entrusted to them by the Company or its customers, suppliers,vendors or other business partners, except when disclosure is authorized or legally mandated.
 

 
*Insider Trading*     All employees, directors and officers of the Company shall comply with all applicable “insidertrading” laws, rules and regulations that restrict securities trading by persons with access tomaterial nonpublic information.*Conflict of Interest*     Personal interests of employees, directors and officers of the Company shall not interferewith, or appear to interfere with, the interests of the Company. Employees, directors and officersof the Company shall avoid situations in which their actions or interests make it difficult toperform their duties on behalf of the Company in an objective and effective manner. Employees,directors and officers of the Company may not compete with the Company or disadvantage the Companyby taking for personal gain corporate opportunities or engage in any action that creates actual orapparent conflicts of interest with the Company. Any employee involved in a transaction with theCompany or that has an interest or a relationship that reasonably could be expected to give rise toa conflict of interest must report the matter promptly to the employee’s manager. Any officer ordirector involved in a transaction with the Company or that has an interest or a relationship thatreasonably could be expected to give rise to a conflict of interest must report the matter promptlyto the Audit Committee.*Gifts and Gratuities*     The exchange of gifts, entertainment and other gratuities is a common practice in businessinteractions. It is the Company’s policy to generally to prohibit the acceptance, offer orexchanges of such gifts, entertainment and other gratuities that are not a reasonable part of abusiness interaction. Hospitality may, however, be exercised with discretion and in a manner thatwill not jeopardize the integrity of any party involved.*Competitive Practices*     It is the Company’s policy to compete vigorously but fairly in its business transactions, andin compliance with all applicable antitrust and competition laws.*Financial Integrity*     The Company is committed to recording all business transactions accurately and truthfully inaccordance with generally accepted accounting principles. The Company maintains appropriateinternal controls to prevent, and detect, fraud, and to ensure that the Company’s accounting andfinancial records and supporting data describes transactions without omission, concealment orfalsification.*Disclosure*     The Company shall make full, fair, accurate, timely and understandable disclosure (includingfinancial disclosure) in all reports and documents that it is required to file with the SEC and inother public communications.     All individuals (including Senior Financial Officers) involved in the preparation, review andfiling of financial reports and other information for public disclosure regarding the Company mustcomply with the laws, rule and regulations regarding such activities. All individuals who provideinformation as a part of this process must comply with the Company’s disclosure controls andprocedures.*Protection of Assets*     All employees, officers and directors of the Company shall protect the Company’s assets andensure their efficient use. The Company’s assets should be used only for legitimate businesspurposes.
 

 
*Duty to Seek Guidance and Report*     Any individual who has questions regarding compliance with the Code or legal requirementsshould seek guidance from management.     Any employee, director and officer of the Company who observes any conduct or businesspractice that may violate the Code or legal requirements has an obligation to report the matterpromptly to the attention of management or to the Chairman of the Audit Committee. Any individualwho wishes to make such a report may, at their discretion, bring the matter to the attention of theindividuals listed in Attachment A. Reports will be held in confidence to the extentpractical based on the specific facts and circumstances of the report. Any individual who makes areport may choose to make such report anonymously. If an individual making a report believes thatthe matter is not being properly addressed, such individual has an obligation to bring the matterto the attention of a higher level ofmanagement or to make a supplemental report directly to the Chairman of the Audit Committee.     Officers and directors shall promptly report significant violations of the Code or legalrequirements to the Audit Committee.     It is the Company’s policy that there will be no retaliation for reporting violations of theCode where such reports are made in good faith.*Waivers*     Requests for waiver of any provision of the Code may be granted by an executive officer of theCompany. Only the Board or a committee designated by the Board may grant any waiver involving anofficer (including any Senior Financial Officer) or director of the Company, and such waivers shallbe disclosed to the Company’s shareholders. Generally, waivers will not be granted, except incases where good cause is demonstrated.*Conclusion*     The Company is committed to maintaining the highest ethical standard in all business relatedendeavors and expects and requires an equal commitment from each of its employees, directors andofficers.
 

 
**ATTACHMENT A**Possible violations of the Triple Crown Media, Inc. Code of Ethics may be reported to any of thefollowing individuals:       **Name** **Mailing and Street Addresses** **Telephone and Fax** **Email Address** **Shawn Carter**, Triple Crown Media, Inc. **Telephone**: shawn.carter@Triple Crown Media, Inc. 546 East Main Street (859) 226-4341 hostcommunications.comHuman Resources Generalist Lexington, KY 40508        **FAX**:      (859) 226-4221         **Thomas J. Stultz,** Triple Crown Media, Inc. **Telephone**: tom.stultz@Triple Crown Media, Inc. 546 East Main Street (859) 226-4356 hostcommunications.comPresident & CEO Lexington, KY 40508        **FAX**:      (859) 226-4308         **Frederick J. Erickson,** Triple Crown Media, Inc. **Telephone**: fred.erickson@Triple Crown Media, Inc. 4216 Stuart Andrew Blvd. (704) 602-9107 or hostcommunications.comChief Financial Officer Charlotte, NC 28217 (859) 226-4376             **FAX**:      (704) 525-1301 or      (859) 226-4308         **Robert S. Prather, Jr.** Triple Crown Media, Inc. **Telephone**: r.prather@gray.tvTriple Crown Media, Inc. 4370 Peachtree Road NE (404) 266-8333  Chairman of the Board Atlanta, GA  30319        **FAX**:      (404) 261-9607         **Gerald N. Agranoff,** 1251 Avenue of the Americas **Telephone**: agranoffg@aol.comTriple Crown Media, Inc. Suite 810 (212) 575-1557  Audit Committee Chairman New York, NY 10020        **FAX**:      (212) 575-1073