Exhibit No. 14

                WILLIAMS INDUSTRIES, INCORPORATED
                          CODE OF ETHICS
         APPLICABLE TO EXECUTIVE AND FINANCIAL OFFICERS

Preamble:  Because the Board of Directors and management of Williams
Industries, Inc. recognize the Company must maintain the highest
standards of honest and ethical conduct for the benefit of its present
and potential stockholders, customers, creditors, employees and the
general public; because the Company has responsibilities for fair and
intelligent self-governance; and because the Company has special
obligations arising from its status as a corporation whose stock is
registered under the Securities Exchange Act of 1934 and listed on a
national stock exchange, the Board of Directors has adopted  the
following Code of Ethics to be followed by the Company's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions.  This
Code is also applicable to directors and employees of the Company as
indicated.

Each person responsible for preparing or approving the release or filing
of public communications, reports and documents submitted pursuant to
laws adopted by Federal and state governments, or rules, regulations and
forms adopted by Federal state and government agencies and/or by
national stock exchanges shall perform his or her duties in an honest
and ethical manner.  Such persons shall use his or her good faith
judgment to assure compliance with the applicable rules and regulations,
as well as fair, accurate, timely and understandable disclosure in such
materials.

The Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions who shall review the materials prior to release, are
to assure that, to the best of his or her knowledge, the materials are
in compliance with the applicable rules and regulations under which they
were prepared.  Such persons are also to assure that the materials do
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading.
Further, such persons are to assure that any financial statements and
other financial information contained in the materials fairly present in
all material respects the financial condition and results of operations
of the Company for the periods reported.

A majority of the Company's independent directors, prior to its
execution, must approve any proposed transaction or series of similar
transactions to which the Company or any of its subsidiaries is to be a
party and which any of the following is also involved:  a director; the
principal executive officer; the principal financial officer; the
principal accounting officer; controller; or any member of the immediate
family of any of these persons.  This rule is applicable at any time any
of these individuals have or appear to have an actual or apparent direct
or indirect material interest.   Any director who is involved in a
particular transaction shall abstain from voting on approval of that
transaction.  No such transaction shall be approved unless the required
majority of directors find, in accordance with each director's
individual good faith business judgment, that the transaction is fair
to, and in the best interests, of the Company.

The Company shall establish and maintain a Qualified Legal Compliance
Committee to which any employee, who in good faith believes that he or
she has noted any material violation of or failures to comply with the
requirements of this Code, is encouraged to report such incident/belief.
The members of such Committee shall consist solely of independent
directors, at least one of whom shall be the Chairman of the Company's
Audit Committee.  The Committee shall establish and maintain procedures
by which any employee wishing to make such a report may do so and by
which the anonymity of any employee wishing anonymity may reasonably be
protected.  A majority of the Committee shall determine whether a report
is, in their good faith judgment, sufficient to warrant further inquiry,
and, if so, shall consult with the principal executive officer, the
principal financial officer, or principal accounting officer or
controller and such other persons, including independent counsel, as
they deem necessary to determine whether appropriate changes in
procedure or disclosure are in the Committee's judgment necessary.
Final resolution of any disputed recommended actions shall be determined
by the full Board of Directors.  No employee shall suffer any form of
retaliation for reporting a suspected violation of or failure to comply
with this Code.

The Company shall employ or retain experienced counsel to advise on
matters of compliance with applicable governmental laws, rules and
regulations. The principal executive officer shall be responsible for
compliance with the Code by others who are the subject of this Code.
The Board of Directors shall be responsible for monitoring the chief
executive officer's compliance with the Code.

Any willful material breach of this Code shall be grounds for
termination for cause.