**Exhibit 14**

 

**MAIR HOLDINGS, INC.**

 

**Code of EthicsFor Principal Executive Officer and Principal Financial OfficerAdopted by the Board of Directors on February 17, 2004**

 

MAIR Holdings, Inc. (the “Corporation”) requires itsprincipal executive officer, principal financial officer, principal accountingofficer or controller, or other persons performing similar functions (the“Principal Officers”), to maintain the highest ethical and legal standards inthe performance of their duties and responsibilities to the Corporation.  Therefore, the Principal Officers shall actin accordance with the following Code of Ethics:

 

**1.****                                      Honestand Ethical Conduct**

 

The Principal Officers shall act in good faith, with due care,competence, and diligence.  ThePrincipal Officers shall act honestly and with integrity, avoiding any actualor apparent conflicts of interest between their personal interests and theinterests of the Corporation.  ThePrincipal Officers shall report any transaction or relationship that couldresult in such a conflict of interest to the Audit Committee or the full Boardof Directors of the Corporation.

 

**2.****                                      FinancialRecords and Reporting**

 

The Principal Officers shall seek to ensure complete, accurate andtimely disclosure in the Corporation’s public communications and the reportsand other documents filed with or submitted to the Securities and ExchangeCommission and other regulatory authorities. The Principal Officers shall comply with applicable rules and regulationsof federal, state, and local governments, and other private and publicregulatory agencies having jurisdiction over the Corporation and its affairs.

 

The Principal Officers shall not disclose confidential informationacquired in the course of their work, except when authorized or legally obligatedto do so.  The Principal Officers shallnot use confidential information acquired in the course of their work for theirown personal benefit.

 

**3.****                                      ComplianceWith Laws, Rules and Regulations**

 

The Principal Officers shall establish and maintain procedures topromote the compliance of the Corporation with applicable federal, state orlocal laws, regulations and administrative rules, and to timely identify,report and correct any violations thereof.

 

**4.****                                      ComplianceWith Code Of Ethics**

 

The Principal Officers shall comply fully with this Code of Ethics andshall promptly report any violations of this Code of Ethics to the AuditCommittee or the full Board of Directors

 

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of the Corporation.  The Board of Directors of the Corporationmay impose appropriate sanctions, including dismissal, for violations of thisCode of Ethics.

 

**5.****                                      Amendmentand Waiver**

 

This Code of Ethics may only be amended or modified upon the approvalof the Board of Directors.  Anysubstantive amendment that is not technical or administrative in nature or anymaterial waiver, implicit or otherwise, of any provision of this Code of Ethicsshall be communicated publicly in accordance with the Securities Exchange Actof 1934 and the rules promulgated thereunder that implement Section 406 of theSarbanes-Oxley Act.

 

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