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                                   EXHIBIT 14

                                HABERSHAM BANCORP

                       CODE OF ETHICS FOR COMPANY OFFICERS

This policy applies to all officers of Habersham Bancorp and Habersham Bank.
These officers include the Chief Executive Officer, the Chief Financial Officer
and Comptroller, and all other Officers of Habersham Bancorp and Habersham Bank
(Covered Persons).

This Code of Ethics is required by the United States securities laws and the
rules and regulations of the Securities and Exchange Commission as being
necessary to deter wrongdoing and to promote:

         -        Honest and ethical conduct, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships,

         -        Avoidance of conflicts of interest, including disclosure to an
                  appropriate person or persons identified in the code of any
                  material transaction or relationship that reasonably could be
                  expected to give rise to such a conflict,

         -        Full, fair, accurate, timely, and understandable disclosure in
                  reports and documents that a company files with, or submits
                  to, the Commission and in other public communications made by
                  the company,

         -        Compliance with applicable governmental laws, rules and
                  regulations,

         -        The prompt internal reporting of code violations to an
                  appropriate person or persons identified in the code; and

         -        Accountability for adherence to the code.

As noted above, the Company is required to monitor and audit the effectiveness
of this Code. You are entitled to bring any matter to the attention of the
Company's Audit Committee on a confidential and anonymous basis if you so
desire.

1.       EACH COVERED PERSON MUST AVOID ANY TRANSACTION OR ARRANGEMENT THAT
WOULD CREATE A CONFLICT OF INTEREST OR THE APPEARANCE OF A CONFLICT OF INTEREST
BETWEEN PERSONAL AND PROFESSIONAL RELATIONSHIPS.

A conflict of interest may be generally defined as a conflict between the
Covered Person's private interests and his or her responsibilities to the
Company of the Bank or an entity with which the Company or the Bank maintains a
relationship. A conflict of interest can also arise when an immediate family
member is involved in a transaction or arrangement that in any way casts doubt
upon the Covered Person's independence. An "immediate family member" includes a
Covered Person's spouse, parents, children, siblings, mothers and
fathers-in-law, sons and daughters-in-law, brothers-in-law, and anyone (other
than employees) who shares the Covered Person's home.

2.       COVERED PERSONS MAY ONLY ACCEPT ITEMS OF NOMINAL VALUE AS GIFTS FROM
THE COMPANY OR THE BANK OR ANY INDIVIDUAL OR ENTITY THAT IS INVOLVED OR SEEKS TO
BECOME INVOLVED IN A BUSINESS RELATIONSHIP WITH THE COMPANY OR THE BANK.

Gifts to Covered Persons must be inexpensive, unsolicited and not given with the
objective of influencing the Covered Person's judgment. It is acceptable for a
Covered Person to accept modest meals or other inexpensive forms of
entertainment

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from individuals or entities that are involved or seek to become involved in a
business relationship with the Company or the Bank as long as these items are
not provided in order to influence the Covered Person's business judgment or
decision. Under no circumstances is a Covered Person permitted to accept
payments, loans, kickbacks, bribes, special privileges or services from anyone.
If there are any questions or borderline case, Covered Persons should discuss
them with their immediate superior.

3.       ALL COVERED PERSONS ARE RESPONSIBLE FOR MAINTAINING ACCURATE FINANCIAL
RECORDS FOR THE COMPANY AND THE BANK.

Covered Persons must closely adhere to the following accounting guidelines:

         -        All assets, liabilities and transactions of the Company and
                  the Bank should be accurately recorded in accordance with the
                  Company's and the Bank's record keeping procedures and
                  generally accepted accounting principles;

         -        No false or misleading entries are permitted to be knowingly
                  made or caused to be made in the Company's or the Bank's
                  record books, even if such entries would not be material to
                  the Company or the Bank or their operations as a whole; and

         -        Any entries that are inaccurate, false or irregular should be
                  promptly reported to a member of the Audit Committee for an
                  immediate corrective action.

4.       COVERED PERSONS MUST RECOGNIZE THAT CONFIDENTIAL INFORMATION IS AN
ASSET OF THE COMPANY AND THE BANK, AND MUST REFRAIN FROM USING INSIDE
INFORMATION TO THEIR PERSONAL ADVANTAGE.

Covered Persons must maintain the confidentiality of information entrusted to
them by the Company, the Bank or their respective customers or suppliers, except
when disclosure is authorized or legally mandated. Confidential information
includes all non-public information that might be of use to competitors, or
harmful to the Company, the Bank, or their respective customers or suppliers, if
disclosed.

At its core, the prohibition against insider trading focuses on the buying,
selling or trading in securities using non-public information. The prohibition
applies to securities of the Company as well as to customers and suppliers of
the Company and the Bank, or any entity with which the Company or the Bank has a
business relationship. Covered Persons should refer to the applicable Company's
insider trading policy for further guidance.

Covered Persons are in a unique position to acquire non-public information about
the Company, and such information might influence their decision to buy, sell or
trade securities. In addition to refraining from using inside information in
making their own investment decisions, Covered Persons should also avoid
discussing the inside information with friends or immediate family members
(whether at home or in the public) or mailing or faxing the inside information
to outside sources unless appropriate confidentiality agreements are in place to
ensure that material, non-public information is not used improperly.

5.       THE CONDUCT OF COVERED PERSONS SHOULD BE GOVERNED BY THE
HIGHEST STANDARDS OF INTEGRITY AND FAIRNESS.

Covered Persons should avoid those situations in which outside personal
interests conflict with the Company's or the Bank's business. These situations
include:

         -        Ownership by a Covered Person, or a member of his or her
                  immediate family, of a material financial interest in any
                  outside enterprise that

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                  is involved or seeks to become involved in a business
                  relationship with the Company or the Bank;

         -        Ownership by a Covered Person, or a member of his or her
                  immediate family, of a material financial interest in any
                  outside enterprise that competes for business with the Company
                  or the Bank;

         -        Outside employment of a Covered Person, or a member of his or
                  her immediate family, whether as a consultant, director,
                  officer, employee or independent contractor, with an entity
                  that is involved or seeks to become involved in a business
                  relationship with the Company or the Bank; or

         -        Appointment of a Covered Person, or a member of his or her
                  immediate family, to a public office, board or commission that
                  may create an appearance of a conflict of interest between the
                  goals and purposes of that organization and the Company's or
                  the Bank's business. Such appointments would include a "public
                  service" organization or a not-for-profit organization.

6.       COVERED PERSONS MUST NOT TAKE FOR THEMSELVES OPPORTUNITIES THAT THEY
DISCOVER WHILE WORKING FOR THE COMPANY OR THE BANK, OR USE CORPORATE PROPERTY OR
INFORMATION FOR PERSONAL GAIN.

Covered Persons must not (a) take personal advantage of a situation or knowledge
acquired through the use of his or her position or the Company's or the Bank's
property, if the situation or knowledge could be used for the Company's or the
Bank's benefit, (b) use his or her position or Company or Bank property or
information for personal gain, or (c) compete with the Company or the Bank.
Covered Persons owe a duty to the Company and the Bank to advance their
respective interests whenever the opportunity arises.

7.       IN DRAFTING PERIODIC REPORTS THAT ARE TO BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, COVERED PERSONS SHOULD TAKE ALL STEPS NECESSARY TO
ENSURE FULL, FAIR, ACCURATE, TIMELY AND COMPLETE DISCLOSURE.

         -        Go Beyond the Minimum Disclosure Required by Law. While in the
                  past periodic reporting has focused on disclosing only those
                  items that were mandated by the law, Covered Persons should go
                  beyond the minimum requirements to convey the full financial
                  picture of the Company to the public. Areas of special
                  attention include: off-balance sheet structures, insider and
                  affiliated party transactions, board relationships, accounting
                  policies, and auditor relationships.

         -        Make Sure All Relationships that Could Give Rise to Any
                  Perceived Conflicts are Fully Disclosed. Given the recent
                  focus of lawmakers on a more complete disclosure of any
                  material conflict of interest to the public, it is important
                  to ensure that any transaction that threatens to create the
                  appearance of a conflict of interest must be fully disclosed
                  in the Company's periodic reports.

         -        Use the MD&A Section to Paint a Complete Picture of the
                  Company's Financial Condition. A well-written MD&A analysis
                  should be used in order to explain fully all of the key
                  factors, risks and assumptions that support the Company's
                  business model. While the analysis is far from being an exact
                  science, the MD&A analysis should be used to appraise fully
                  and accurately the investors of the Company's financial
                  condition.

         -        Use More Plain English. Even though the "plain English" rules
                  presently do not apply to periodic reports on Forms 10-K and
                  10-Q, the basic requirements, such as the use of active voice
                  and avoidance of unnecessarily legalistic language, should
                  nonetheless be utilized in

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                  discussions of the Company's financial condition. Over the
                  years, accounting rules have grown increasingly complex, and
                  simple economic facts are often obscured with the use of
                  complicated legal or technical terminology. Covered Persons
                  should strive to present their analysis of the Company's
                  financial condition in such a way that average investors could
                  reasonably be expected to understand the importance of the
                  information contained in the periodic reports.

         -        Seek Guidance from the Audit Committee. With an increased
                  emphasis on a better conformity with accounting standards,
                  Covered Persons should maintain a constant working
                  relationship with the Audit Committee to ensure that
                  accounting standards are being applied uniformly and that the
                  Company's disclosure is supported by sound judgment and
                  analysis.

         -        Provide Management with Ample Time to Review and Comment on
                  Disclosure Documents. In an effort to meet periodic reporting
                  deadlines, the Company's management is often not provided with
                  an adequate opportunity to review each disclosure document and
                  to assess its completeness and accuracy. Covered Persons
                  should focus on completing the financial disclosure in
                  periodic reports well ahead of the timing deadlines to allow
                  more time for review by management and auditors.

8.       COVERED PERSONS MUST COMPLY WITH ALL LAWS AND REGULATIONS THAT APPLY TO
THE COMPANY'S AND THE BANK'S BUSINESS.

All Covered Persons should understand those laws that apply to them in the
performance of their duties and ensure that their decisions and actions are
conducted in conformity with those laws. Any violation of the applicable laws
can subject the Company, the Bank or the implicated Covered Person to liability.