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                                                                    EXHIBIT 14.2

                           METRETEK TECHNOLOGIES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                             ADOPTED MARCH 25, 2004

INTRODUCTION

         This Code of Business Conduct and Ethics (this "Code") of Metretek
Technologies, Inc. (the "Company") covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but it sets out basic
principles to guide all directors, officers and employees of the Company. All of
our directors, officers and employees are required to conduct themselves in
accordance with this Code and to seek to avoid even the appearance of improper
behavior. This Code should also be provided to and followed by the Company's
agents and representatives, including consultants.

         This Code sets forth basic principles to guide the Company's directors,
officers and employees and to promote:

         -        Honest and ethical conduct, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships;

         -        Full, fair, accurate, timely and understandable disclosure in
                  the Company's annual and quarterly reports and in other public
                  communications made by the Company;

         -        Compliance with applicable governmental laws, rules and
                  regulations; and

         -        The prompt internal reporting to an appropriate person or
                  persons identified in this Code of violations of this Code and
                  the underlying Company policies and procedures that are
                  incorporated into this Code.

         Although it is unlikely, if a law conflicts with a policy in this Code,
you must comply with the law. If you have any questions about these conflicts,
you should ask your supervisor how to handle the situation.

         Those who violate this Code and Company policies will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation which you believe may violate or lead to a violation of this Code
or any Company policy, follow the guidelines described in the "Compliance
Procedures" section below.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All directors, officers and
employees must respect and obey the laws of the cities, states and countries in
which we operate. Although not all directors, officers and employees are
expected to know the details of these laws, it is important to know enough to
determine when to seek advice from supervisors, managers or other appropriate
personnel.

         If requested, the Company will hold information and training sessions
to promote compliance with laws, rules and regulations, including insider
trading laws. Strict compliance with the law is mandatory. Laws and regulations
sometimes may be ambiguous and difficult to interpret. In such instances,
contact your supervisor for guidance so that we can ensure our compliance with
applicable laws and regulations.

CONFLICTS OF INTEREST

         The Company requires its directors, officers, employees, consultants,
representatives and agents to avoid conflicts of interest, or even the
appearance of such, between their obligations to the Company and their personal
affairs. None of these persons shall have an interest, position or relationship
with any person, firm or corporation with whom the Company does business or
competes, if such interest, position or relationship would influence or might be
likely to influence the actions of such individual in the performance of his or
her duties. A conflict of interest generally exists when a director, officer,
employee, consultant, representative, or agent has a direct or indirect personal
interest in a

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transaction or situation that affects or appears to affect his or her judgment
and divides his or her loyalties between two or more competing interests. A
conflict can arise when one takes action or has an interest that may make it
difficult to perform his or her Company work objectively and effectively.

         It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier. You are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf.

         Conflicts of interest are prohibited as a matter of Company policy,
except as may be approved in accordance with guidelines adopted by the Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with your supervisor. Any employee, officer or
director who becomes aware of a conflict or potential conflict should bring it
to the attention of a supervisor, manager or other appropriate personnel or
consult the procedures described in the "Compliance Procedures" section of this
Code.

INSIDER TRADING

         Directors, officers and employees are expected to comply fully with
federal and state securities laws with respect to the disclosure of "material"
corporate information and with respect to "insider" trading in the Company's
securities. These laws provide substantial civil and criminal penalties for
individuals who fail to comply. Any questions about compliance with these laws
should be referred to your supervisor, the Company's Chief Financial Officer or
the Company's outside legal counsel. Directors, officers and employees who have
access to confidential information are not permitted to use or share that
information for stock trading purposes or for any other purpose except the
conduct of our business. All non-public information about the Company should be
considered confidential information. To use non-public information for personal
financial benefit or to "tip" others who might make an investment decision on
the basis of this information is not only unethical but also illegal. An
"insider" includes not only directors and officers but also anyone else who
possesses material and information that has not been disclosed to the general
public.

CORPORATE OPPORTUNITIES

         Directors, officers and employees are prohibited from personally taking
for themselves opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board of Directors.
No director, officer or employee may use corporate property, information, or
position for improper personal gain, and no director, officer or employee may
compete with the Company directly or indirectly. Directors, officers and
employees owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.

COMPETITION AND FAIR DEALING

         We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.

         The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with you supervisor any gifts or proposed gifts which you are not
certain are appropriate.

DISCRIMINATION AND HARASSMENT

         The Company is committed to fair employment practices, including the
prohibition against all forms of illegal discrimination and harassment. By
providing equal access and fair treatment to all employees based on merit, we
improve the Company's success while enhancing the progress of individuals and
the communities where our businesses are located. The Company is also committed
to compliance with the applicable labor and employment laws wherever it
operates. That includes observing those laws that pertain to freedom of
association, privacy, recognition of the right to

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engage in collective bargaining, and those laws that pertain to the elimination
of any improper employment discrimination.

ENVIRONMENTAL, HEALTH AND SAFETY

         The Company strives to protect the environment and the health and
safety of its employees. Each employee has responsibility for maintaining a safe
and healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

RECORD-KEEPING

         The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. Many employees
regularly use business expense accounts, which must be documented and recorded
accurately. If you are not sure whether a certain expense is legitimate, as your
supervisor or your controller.

         All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law or
regulation.

         Company policy mandates compliance with the Foreign Corrupt Practices
Act (the FCPA) Company employees, consultants and representatives are required
to adhere to the antibribery and internal accounting control provisions of the
FCPA and of our policy to ensure that no improper gifts, business courtesies or
offers of anything of value are provided to foreign government officials.
Company policy also generally prohibits offers of business courtesies to U. S
Government personnel, with very limited exceptions, and required compliance with
the Anti-Kickback Act concerning Company contracting and subcontracting
relationships under U.S. government contracts.

         Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult with your supervisor, or the Company's
Chief Financial Officer.

CONFIDENTIALITY

         Directors, officers and employees must maintain the confidentiality of
confidential information entrusted to them by the Company or its customers,
except when disclosure is authorized by the Company, or required by laws or
regulations. Confidential information includes all non-public information that
might be of use to competitors, or harmful to the Company or its customers, if
disclosed. It also includes information that suppliers and customers have
entrusted to us. The obligation to preserve confidential information continues
even after employment or other service ends

PROTECTION AND PROPER USE OF COMPANY ASSETS

         All directors, officers and employees should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness, and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company
equipment should not be used for non Company business, though incidental
personal use may be permitted.

         The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as
business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, records, salary information and any unpublished financial
data and reports. Unauthorized use or distribution of this information would
violate Company policy. It could also be illegal and result in civil or even
criminal penalties.

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FINANCIAL INTEGRITY

         The use of Company funds or assets for any unethical purpose is
prohibited. No undisclosed or unrecorded fund or asset of the Company shall be
maintained or established for any purpose. No false entries shall be made on the
books or records of the Company or its subsidiaries for any reason. For example,
hourly billing of time by consultants and order entries by sales administrators
shall be made accurately. No documents shall be altered nor shall they be signed
by those lacking proper authority. No payment on behalf of the Company shall be
made or approved with the understanding that it will be used, or might be used,
for something other than the stated purpose. The Company's financial books,
records, and statements properly shall document all assets and liabilities,
accurately shall reflect all transactions of the corporation, and shall be
retained in accordance with the Company's record retention policies and all
applicable laws and regulations.

PAYMENTS TO GOVERNMENT PERSONNEL

         The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.

         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules.

OBSERVANCE OF LAW

         Obedience of law is the Company's policy. No plan of profit or
expediency will excuse any evasion of the letter or intent of this policy. It is
the obligation of the Company, its directors, officers and employees, to conduct
the Company's business with due regard for all applicable local, state, federal,
and foreign laws.

CHANGES TO AND WAIVERS FROM THE CODE OF BUSINESS CONDUCT AND ETHICS

         Any change to, or waiver of, this Code for any director or executive
officer (including the principal executive officer, principal financial officer,
principal accounting officer, or controller, or persons performing similar
functions) may be made only by the Audit Committee of the Board of Directors.
Such changes and waivers will be promptly disclosed as required by law or stock
exchange regulation

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR OR VIOLATIONS OF THE CODE

         Directors, officers and employees are encouraged to talk to managers,
supervisors, officers or other appropriate persons about observed illegal or
unethical behavior and, when in doubt, about the best course of action in a
particular situation. It is the Company's policy not to allow retaliation for
reports of misconduct by others made in good faith by employees, officers or
directors. Directors, officers and employees are expected to cooperate in
internal investigations of misconduct.

         Directors, officers and employees must read the Company's "Employee
Complaint Procedures for Accounting and Auditing Matters", which describes
procedures for the receipt, retention, and treatment of complaints received by
the Company regarding accounting, internal accounting controls, or auditing
matters. Any director, officer and employee may submit a good faith concern
regarding questionable accounting or auditing matters without fear of dismissal
or retaliation of any kind.

         Directors, officers and employees shall promptly bring to the attention
of the Company's Chief Executive Officer, Chief Financial Officer, the Audit
Committee, or any combination of them, as appropriate, any information he or she
may have concerning any violation of this Code, including any actual or apparent
conflicts of interest between personal and professional relationships, involving
any employee, officer or director of the Company, as well as any information he
or she may have concerning evidence of a material violation of the securities or
other laws, rules or regulations applicable to the Company and the operation of
its business, or any of its agents.

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COMPLIANCE PROCEDURES

         We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that will
arise, it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:

              -   Make sure you have all the facts. In order to reach the right
                  solutions, we must be as fully informed as possible.

              -   Ask yourself: What specifically am I being asked to do? This
                  will enable you to focus on the specific question you are
                  faced with, and the alternatives you have. Use your judgment
                  and common sense; if something seems unethical or improper, it
                  probably is.

              -   Clarify your responsibility and role. In most situations,
                  there is shared responsibility. Are your colleagues informed?
                  It may help to get other involved and discuss the problem.

              -   Discuss the problem with your supervisor. This is the basic
                  guidance for all situations. In many cases, your supervisor
                  will be more knowledgeable about the question, and will
                  appreciate being brought into the decision-making process.
                  Remember that it is your supervisor's responsibility to help
                  solve problems.

              -   Seek help from Company resources. In the rare case where it
                  may not be appropriate to discuss an issue with your
                  supervisor, or where you do not feel comfortable approaching
                  your supervisor with your question, discuss it locally with a
                  senior manager or an officer of the Company.

              -   You may report ethical violations in confidence and without
                  fear of retaliation. If your situation requires that your
                  identity be kept secret, your anonymity will be protected. The
                  Company does not permit retaliation of any kind against
                  employees for good faith reports of ethical violations.

              -   Always ask first, act later. If you are unsure of what to do
                  in any situation, seek guidance before you act.

         The process and procedures that have been established by the Audit
Committee of the Board of Directors for the receipt, retention and treatment of
such complaints and the confidential, anonymous submission of such concerns, are
set forth in detail in the Company's "Employee Complaint Procedures for
Accounting and Auditing Matters."