EXHIBIT 14
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                               GMX RESOURCES INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS
                     FOR DIRECTORS, OFFICERS, AND EMPLOYEES
                    (Adopted by the Board on April 12, 2004)

INTRODUCTION

            This Code of Business Conduct and Ethics ("Code") has been adopted
by the Board of Directors of GMX RESOURCES INC. (the "Company") in order to
establish the basic principles by which the Company and its employees will
conduct business in an honest and ethical manner. This Code is the code of
ethics applicable to the Company's principal executive, financial and accounting
officers as required by Securities and Exchange Commission rules and is the code
of business conduct and ethics required by the corporate governance policies of
the NASDAQ National Market System. All of our employees must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior.

            This Code does not supercede or amend the Company's employment
policies as in effect from time to time.

            Employees are expected to be honest and ethical in dealing with each
other, with members, associates, attorney providers, suppliers and other third
parties. Those who violate the standards in this Code will be subject to
disciplinary action.

COMPLIANCE WITH LAWS

            It is the policy of the Company to comply with all laws wherever it
does business. If a law conflicts with a policy in the Code, you must comply
with the law; however, if a local custom or policy conflicts with this Code, you
must comply with the Code. Obeying the law, both in letter and in spirit, is the
foundation on which this Company's ethical standards are built. The Company and
each of its employees must conduct their affairs with uncompromising honesty and
integrity. Business ethics are no different than personal ethics. The same high
standard applies to both. As a Company employee, you are required to adhere to
the highest standard regardless of local custom.

CONFLICTS OF INTEREST

            Conflicts of interest are prohibited as a matter of Company policy.
A "conflict of interest" exists when a person's private interest interferes in
any material way with the interests of the Company. A conflict situation can
arise when an employee, officer or director takes actions or has interests that
may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. You should avoid even the
appearance of such a conflict. For example, there is a likely conflict of
interest if you:
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            o   cause the Company to engage in business transactions with
                relatives or friends or companies controlled or owned by them;

            o   use nonpublic Company or other information for personal gain by
                you, relatives or friends (including securities transactions
                based on such information);

            o   have more than a nominal financial interest any entity with
                which the Company does business or competes;

            o   receive a loan, or guarantee of obligations, from the Company or
                a third party as a result of your position at the Company;

            o   compete, or prepare to compete, with the Company while still
                employed by the Company; or

            o   have a financial interest or potential for gain in any
                transaction with the Company (other than Company approved
                compensation arrangements).

            Any situation, transaction or relationship that give rise to actual
or potential conflict of interest must be disclosed in writing to your immediate
manager and/or supervisor and for executive officers to the Board of Directors.
The Company may permit conflict of interest transactions only if there is full
disclosure and steps are taken to assure that the Company's interests are
adequately protected.

SECURITIES  TRADING

            Officers, directors and employees are prohibited from trading in
Company securities using material information not available to the public or
assisting others in doing so. You are expected to comply with this policy.

CORPORATE OPPORTUNITIES

            Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position. No employee may use corporate
property, information, or position for improper personal gain, and no employee
may compete with the Company directly or indirectly. Employees, officers and
directors owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.

GIFTS, BRIBES AND KICKBACKS

            Other than for modest gifts given or received in the normal course
of business (including travel or entertainment), neither you nor your relatives
may give gifts to, or receive gifts from, the Company's clients and vendors.
Other gifts may be given or accepted only with prior approval of management. In
no event should you put the Company or yourself in a position that would be
embarrassing if the gift was make public.
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            Dealing with government employees is often different than 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 strictly follow these prohibitions.

            You may not pay or receive bribes or kickbacks. A kickback or bribe
includes any item intended to improperly obtain favorable treatment.

COMPETITION AND FAIR DEALING

            We seek to outperform our competition fairly and honestly. We seek
competitive advantages through superior performance, never through unethical or
illegal business practices. No Company employee should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing practice.

RECORD KEEPING

            The Company's financial records are relied upon to produce reports
to the Company's management, shareholders, creditors, governmental entities and
others. All Company accounting records and reports produced from those records
shall be kept and presented accurately and completely and in accordance with
generally accepted accounting practices and principles in the United States. No
one should rationalize or even consider misrepresenting facts or falsifying
records. Mistakes should never be covered up, but should be immediately fully
disclosed and corrected.

CONFIDENTIAL INFORMATION

            You may not use or reveal Company confidential or propriety
information to others unless the disclosure is properly authorized or legally
mandated. Additionally, you must take appropriate steps-including securing
documents, limiting access to computers and electronic media, and proper
disposal methods to prevent unauthorized access to such information. Proprietary
and/or confidential information, among other things, includes any non-public
information that might be harmful to the Company if disclosed.

PROTECTION AND PROPER USE OF COMPANY ASSETS

            All employees and directors should endeavor to protect the Company's
assets and ensure their efficient use. Theft, carelessness, and waste have a
direct impact on the Company's profitability. Any suspected incident of fraud or
theft should be immediately reported for investigation. Company equipment should
not be used for non-Company business, although authorized incidental personal
use may be permitted. No employee of the Company should make or use unauthorized
copies of any copyrighted, trademarked or licensed materials, including computer
software, or otherwise violate the terms of the copyright laws or licensing
agreements.

PUBLIC DISCLOSURES

            We must assure that all disclosures made in all periodic reports and
documents filed with, or submitted to, the Securities and Exchange Commission,
and other public communications and
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filings by the Company, are full, fair, accurate, timely and understandable.
This obligation applies to all employees, including all financial and operating
executives, with any responsibility or the preparation of such reports,
including drafting, reviewing, and signing or certifying the information
contained therein. This requires operating in an environment of open
communications, while not compromising proprietary and confidentiality concerns.

POLITICAL CONTRIBUTIONS

            The Company encourages its employees to become involved in civic
affairs and to participate in the political process. Employees must understand,
however, that their involvement and participation must be on an individual
basis, on their own time, and at their own expense. In the United States,
federal law prohibits corporations from donating corporate funds, goods, or
services, directly or indirectly, to candidates for federal offices. This
includes employees' work time. Local and state law also governs political
contributions and activities as they apply to their respective jurisdictions.

WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

            This Code applies to all Company employees and its Board of
Directors. There shall be no waiver of any part of the Code (i) for any
non-executive officer, except by approval of an appropriate executive officer
and (ii) for any executive officer or director by a vote of the Board of
Directors or a designated committee. Any waiver must be accompanied by
appropriate controls designed to protect the Company. Any waivers for executive
officers or directors will be promptly disclosed to shareholders.

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

            Your conduct can reinforce an ethical atmosphere and positively
influence the conduct of fellow employees. If you are unable to stop suspected
misconduct or discover it after it has occurred, you must report it to the
appropriate level of management.

            If you are still concerned after speaking with your management or
feel uncomfortable speaking with them (for whatever reason), you must
(anonymously, if you wish) send a detailed note, with relevant documents, to a
member of the Company's Audit Committee.

ACCOUNTABILITY

            Each of us is responsible for adherence to the standards of conduct
set forth in this Code and for raising questions if we are concerned that these
standards are not being met. Violations of the Code are cause for disciplinary
action, which may result in disciplinary action up to and including discharge.

            Any employee who ignores or violates this Code and any employee who
penalizes a subordinate for trying to follow this Code, will be subject to
disciplinary action. However, it is not the threat of discipline that should
govern your actions. We hope you share our belief that a dedicated commitment to
ethical behavior is the right thing to do, is good business, and is the surest
way for the Company to succeed.
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CONCLUSION

            In the final analysis, each employee of the Company is the guardian
of the Company's ethics. While there are no universal rules, when in doubt ask
yourself:

            o   Will my actions be ethical in every respect and fully comply
                with the law and with Company policies?

            o   Will my actions have the appearance of impropriety?

            o   Will my actions be questioned by my supervisors, associates,
                clients, family and the general public?

            o   Am I trying to fool anyone, including myself, as to the
                propriety of my actions?

            If you are uncomfortable with your answer to any of the above, you
should not take the contemplated actions without first discussing them with your
supervisor. If you are still uncomfortable, please follow the steps outlined
above in the section on "Reporting any Illegal or Unethical Behavior".