**Exhibit 14.1**

 

**COMSTOCK HOMEBUILDING COMPANIES, INC.**

 

**CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS**

 

ComstockHomebuilding Companies, Inc. (the “Company”) has a Code of Conduct applicableto all directors and employees of the Company. The Chief Executive Officer and all senior financial officers, includingthe Chief Financial Officer and the Chief Accounting Officer, are bound by theprovisions set forth therein relating to ethical conduct, conflicts ofinterest, and compliance with law.  Inaddition to the Code of Conduct, the Chief Executive Officer and seniorfinancial officers are subject to the following additional specific policies:

 

1.                                       The ChiefExecutive Officer and all senior financial officers are responsible for full,fair, accurate, timely, and understandable disclosure in the periodic reportsrequired to be filed by the Company with the SEC.  Accordingly, it is the responsibility of theChief Executive Officer and each senior financial officer promptly to bring tothe attention of the Audit Committee any material information of which he orshe may become aware that affects the disclosures made by the Company in itspublic filings or otherwise assist the Audit Committee in fulfilling itsresponsibilities.

 

2.                                       The ChiefExecutive Officer and each senior financial officer shall promptly bring to theattention of the Audit Committee any information he or she may have concerning(a) significant deficiencies in the design or operation of internal controlsthat could adversely affect the Company’s ability to record, process,summarize, and report financial data or (b) any fraud, whether or not material,that involves management or other employees who have a significant role in theCompany’s financial reporting, disclosures, or internal controls.

 

3.                                       The ChiefExecutive Officer and each senior financial officer shall promptly bring to theattention of the Audit Committee any information he or she may have concerningany violation of this Code or the Company’s Code of Conduct, including anyactual or apparent conflicts of interest between personal and professionalrelationships, involving any management or other employees who have asignificant role in the Company’s financial reporting, disclosures, or internalcontrols.

 

4.                                       The ChiefExecutive Officer and each senior financial officer shall promptly bring to theattention of the Audit Committee any information he or she may have concerningevidence of a material violation of the securities or other laws, rules, orregulations applicable to the Company and the operation of its business, by theCompany or any agent thereof, or of violation of the Code of Conduct or ofthese additional procedures.

 

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5.                                       The Board ofDirectors shall determine, or designate appropriate persons to determine,appropriate actions to be taken in the event of violations of the Code ofConduct or of these additional procedures by the Chief Executive Officer andthe Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and topromote accountability for adherence to the Code of Conduct and to theseadditional procedures, and may include written notices to the individualinvolved that the Board has determined that there has been a violation, censureby the Board, demotion or re-assignment of the individual involved, suspensionwith or without pay or benefits (as determined by the Board), and terminationof the individual’s employment.  Indetermining the appropriate action in a particular case, the Board of Directorsor such designee shall take into account all relevant information, includingthe nature and severity of the violation, whether the violation was a singleoccurrence or repeated occurrences, whether the violation appears to have beenintentional or inadvertent, whether the individual in question had been advisedprior to the violation as to the proper course of action, and whether or notthe individual in question had committed other violations in the past.

 

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