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.