**EXHIBIT 14.1****CODE OF BUSINESS CONDUCT AND ETHICS**     The code of business conduct and ethics of Waste Services, Inc. applies to all directors,officers and employees. The Code’s intent is to ensure that the Company operates its business withthe highest degree of ethics and integrity. Any waiver of the Code for executive officers ordirectors may be made only by the Board of Directors or a Board committee.**I.      Conflicts of Interest**     A “conflict of interest” exists when a person’s private interest interferes in any way, oreven appears to interfere, with the interests of the Company. A conflict situation can arise whenan employee, officer or director takes actions or has interests that may make it difficult toperform his or her work for the Company objectively and effectively. Conflicts of interest alsoarise when an employee, officer or director, or a member of his or her family, receives improperpersonal benefits as a result of his or her position in the Company.     Conflicts of interest are prohibited as a matter of Company policy. Each employee, officerand director is expected to avoid any outside activity, financial interest or relationship that maypresent a possible conflict of interest or the appearance of a conflict. Each person is requiredto promptly disclose any such conflict of interest to his or her manager or the Legal Department,and no person may engage in an activity that involves any such conflict except with the specificprior approval in writing of the Legal Department.**II.      Corporate Opportunities**     Employees, officers and directors are prohibited from (a) taking for themselves personallyopportunities that are properly within the scope of the Company’s activities, (b) using corporateproperty, information or position for personal gain, and (c) competing with the Company.Employees, officers and directors owe a duty to the Company to advance its legitimate interests tothe best of their abilities.**III.      Confidentiality**     Employees, officers and directors should maintain the confidentiality of information entrustedto them by the Company or customers of the Company. Confidential information includes allnon-public information that might be of use to competitors, or harmful to the Company or itscustomers, if disclosed. This information must be used solely for the Company’s business purposesand must not be used for personal gain. The obligation to safeguard confidential informationcontinues after employment with the Company ends.     The obligation to maintain the confidentiality of information may be subject to legal orregulatory requirements to disclose that information. In such cases, the Legal Department willassist in determining what disclosure is required.
 

 
**IV.      Fair Dealing**     Each employee, officer and director should deal fairly and honestly with customers, suppliers,competitors and employees. No person may take unfair advantage of anyone through manipulation,concealment, abuse of privileged information, misrepresentation of material facts or any otherunfair-dealing practice.**V.      Protection and Proper Use of Company Assets**     All employees, officers and directors should protect the Company’s assets and ensure theirefficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability.All of the Company’s assets should be used for legitimate business purposes.**VI.      Compliance with Laws, Rules and Regulations (Including Antitrust and Insider Trading Laws)**     The Company actively promotes compliance with all laws, rules and regulations, includinginsider trading laws, in each jurisdiction in which it does business. Employees, officers anddirectors may learn of information that is both material and non-public about the Company or aboutother companies. Purchases or sales of securities of the Company or such other company must not bemade while in possession of this information, even if the decision to buy or sell is not based uponthis information.     Federal, state and provincial laws in the United States and Canada prohibit agreements andbusiness conduct that unreasonably limit competition. Employees, officers and directors must notdiscuss or agree with competitors to fix prices or allocate markets or customers.     All employees, officers and directors are expected to comply with the laws of the country inwhich they operate as well as United States statutes and the Company’s policies governing businessactivities abroad. These laws and policies include compliance with the Foreign Corrupt PracticesAct, U.S. anti-boycott laws, U.S. sanctions and embargoes against certain countries, competitionlaws and money laundering laws.**VII.      Disclosure of Information about the Company**     The Company actively promotes full, fair, accurate, timely, and understandable disclosure foruse in any reports and documents that the Company files with, or submits to, the Securities andExchange Commission and in other public communications made by the Company. All employees,officers and directors are expected to provide full, fair, accurate, timely, and understandabledisclosure for use in such reports and documents. No false or misleading entries and noundisclosed, improperly disclosed or unrecorded assets, liabilities, revenues or expenses will bepermitted for any reason. The Legal Department should be consulted prior to any public disclosureof information concerning the Company and will also assist you in determining what disclosure isrequired in such cases.
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**VIII.      Reporting of Any Illegal or Unethical Behavior**     The Company actively promotes ethical behavior in all its business activities. Employees areencouraged to speak to their managers, the Legal Department or other appropriate personnel at anytime if there is any doubt about the best course of action in a particular situation.     Employees are required to report violations of law, rules, regulations and this Code to theirmanagers, the Legal Department or senior management, as appropriate. Violations may also bereported in confidence to the Executive Vice President and General Counsel.     Complaints regarding corporate conduct, accounting, internal accounting controls or auditingmatters may be made by calling 1-888-999-1205. All complaints to the hotline may be madeanonymously, will be treated confidentially and will be investigated under the direction of theAudit Committee of the Company’s Board of Directors. No individual will be penalized for making agood faith report or co-operating in its investigation; any form of retaliation is prohibited.**IX.      Enforcement**     Any violation of this Code will lead to disciplinary action, up to and including terminationof employment.
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