EXHIBIT 14.1

             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 the over the counter
markets under the symbol "(WMSI.PK)", 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.