EXHIBIT 14

                       CODE OF ETHICS FOR SENIOR EXECUTIVE
                      OFFICER AND SENIOR FINANCIAL OFFICERS

     In  addition  to  the Code of Business Conduct and Ethics of Charys Holding
Company,  Inc.  (the "Company") that apply to all employees and directors of the
Company,  the  CEO and all financial officers, including the principal financial
officer  and  the  principal accounting officer, are bound by the provisions set
out below.  Collectively the Officers of the Company to whom this Code of Ethics
applies  are  called  "the  Officers".

     1.     The  Officers  are  responsible for full, fair, accurate, timely and
understandable  disclosure  in  all  periodic  reports and financial disclosures
required  to  be  filed by the Company with the SEC or disclosed to stockholders
and/or  the  public.

     2.  Therefore, the Officers shall immediately bring to the attention of the
Audit Committee, [or Disclosure Compliance Officer], any material information of
which  the  employee  becomes  aware  that  affects  the disclosures made by the
Company  in  its  public  filings  and assist the Audit Committee [or Disclosure
Compliance Officer] in fulfilling its responsibilities for full, fair, accurate,
timely  and  understandable  disclosure  in  all periodic reports required to be
filed  with  the  SEC.

     3.  Each  of  the  Officers shall immediately bring to the attention of the
Audit  Committee  [or Disclosure Compliance Officer] any information he may have
concerning:

          (a)  Defects,  deficiencies, or discrepancies related to the design or
operation  of  internal  controls  which  may  affect  the  Company's ability to
accurately record, process, summarize, report and disclose its financial data or

          (b)  Any  fraud,  whether or not material, that involves management or
other employees who have influential roles in the Company's financial reporting,
disclosures  or  internal  controls.

     4. The Officers shall promptly notify the Company's General Counsel, or the
CEO  as  well  as  the  Audit  Committee  of  any information he or she may have
concerning  any  violation of the Company's Code of Ethics, including any actual
or  apparent  conflicts  of  interest  between  personal  and  professional
relationships,  involving  any  management  or  other  employees  who  have  a
significant  role  in the Company's financial reporting, disclosures or internal
controls.

     5.  The  Officers  shall  immediately bring to the attention of the General
Counsel  or  the  CEO and the Audit Committee any information he or she may have
concerning  evidence  of  a  material violation of the securities or other laws,
rules or regulation applicable to the Company and the operation of its business,
by  the  Company  or  any  agent  of  the  Company.

     6. The Board of Directors shall determine, or designate appropriate persons
to  determine,  the  appropriate  actions to be taken in the event of a reported
violation  of  the  Code of Ethics. The actions taken shall be designed to deter
wrongdoing  and  to  promote accountability for adherence to the Code of Ethics.
Such  action  may  include  a written notice to the individual involved that the
Board  has  determined  that  there  has been a violation, censure by the Board,
demotion  or re-assignment of the individual involved, suspension without pay or
benefits (as determined by the Board) and termination of employment.

     In  determining  what  action  should be taken, the Board, or its designee,
shall take into account all relevant information, including

-    The  nature  and  severity  of  the  violation;

-    Whether  the  violations  was  a single occurrence or repeated occurrences;


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-    Whether  the  violation  appears  to  have been intentional or inadvertent;

-    Whether  the individual in question had been advised prior to the violation
     as  to  the  proper  course  of  action;  and

-    Whether or not the individual in question has committed other violations in
     the  past.


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