Exhibit 14


Smith-Midland Logo                                     Smith-Midland Corporation
                                                                    P.O. Box 300
                                                               Midland, VA 22728
                                             (540) 439-3266 Metro (703) 323-5533
                                                              Fax (540) 439-1232
                                                                www.smithmid.com

Smith-Midland Finance Code of Professional Conduct

Smith-Midland Finance's mission includes promotion of professional conduct in
the practice of financial management. Smith-Midland's Chief Executive Officer
(CEO), Chief Financial Officer (CFO), Corporate Controller and other associates
of the finance organization hold an important and elevated role in corporate
governance in that they are uniquely capable and empowered to ensure that all
stakeholders' interests are appropriately balanced, protected and preserved.
This Finance Code of Professional Conduct embodies principles to which we are
expected to adhere and advocate. These tenets for ethical business conduct
encompass rules regarding both individual and peer responsibilities, as well as
responsibilities to Smith-Midland associates, the public and other stakeholders.
The CEO, CFO and Finance organization associates are expected to abide by this
Code as well as all applicable Smith-Midland business conduct standards and
policies or guidelines in Smith-Midland's associate handbook and Standards of
Business Conduct relating to areas covered by this Code. Any violations of the
Smith-Midland Finance Code of Professional Conduct may result in disciplinary
action, up to and including termination of employment.

All associates covered by this Finance Code of Professional Conduct will:

o        Act with honesty and integrity, avoiding actual or apparent conflicts
         of interest in their personal and professional relationships.

o        Provide stakeholders with information that is accurate, complete,
         objective, fair, relevant, timely and understandable, including in our
         filings with and other submissions to the U.S. Securities and Exchange
         Commission.

o        Comply with rules and regulations of federal, state, provincial and
         local governments, and other appropriate private and public regulatory
         agencies.

o        Act in good faith, responsibly, with due care, competence and
         diligence, without misrepresenting material facts or allowing one's
         independent judgment to be subordinated.

o        Respect the confidentiality of information acquired in the course of
         one's work except when authorized or otherwise legally obligated to
         disclose.

o        Confidential information acquired in the course of one's work will not
         be used for personal advantage.

o        Share knowledge and maintain professional skills important and relevant
         to stakeholder's needs.

o        Proactively promote and be an example of ethical behavior as a
         responsible partner among peers, in the work environment and the
         community.

o        Achieve responsible use, control, and stewardship over all
         Smith-Midland assets and resources that are employed or entrusted to
         us.

o        Not unduly or fraudulently influence, coerce, manipulate, or mislead
         any authorized audit or interfere with any auditor engaged in the
         performance of an internal or independent audit of Smith-Midland's
         financial statements or accounting books and records.

Conflicts of Interest

All associates must avoid any personal activity, investment or association that
could appear to interfere with good judgment concerning the company's best
interests. You may not exploit your position or relationship with the Company
for personal gain. You should avoid even the appearance of such a conflict. For
example, there is a potential conflict of interest if you:

o        Cause the company to engage in business transactions with relatives or
         friends;

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

o        Have more than a modest financial interest in the Company's vendors,
         clients or competitors;

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

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

There are other situations in which a conflict of interest may arise. If you
have concerns about any situation, follow the steps outlined in the
Smith-Midland Standards of Business Conduct.

If you are aware of any suspected or known violations of this Code of
Professional Conduct, the Standards of Business Conduct or other Smith-Midland
policies or guidelines, you have a duty to promptly report such concerns either
to your manager, another responsible member of management, a Human Resources
representative, or the Compliance Officer or the 24-hour Business Conduct Line.
The procedures to be followed for such a report are outlined in the Standards of
Business Conduct.

If you have a concern about a questionable accounting or auditing matter and
wish to submit the concern confidentially or anonymously, you may do so by
sending an e-mail to garym@mwllplaw.com or calling the Business Conduct Line
number (Moomjian & Waite, LLP) at 516-937-5900. You may also send a letter
reporting your concern to Smith-Midland's Compliance Officer.

Smith-Midland will handle all inquiries discretely and make every effort to
maintain, within the limits allowed by law, the confidentiality of anyone
requesting guidance or reporting questionable behavior and/or a compliance
concern.

It is Smith-Midland's intention that this Code of Professional Conduct be its
written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002
complying with the standards set forth in Securities and Exchange Commission
Regulation S-B Item 406