Greenspring Fund, Incorporated

                              CODE OF ETHICS

                                   FOR

                CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICERS


Covered Officers/Purpose of the Code

Greenspring Fund's (the "Fund") Code of Ethics applies to the Fund's
Chief Executive Officer and Chief Financial Officer (the "Covered
Officers" each of whom are set forth in Exhibit A) for the purpose of
promoting:
o honest and ethical conduct, including the ethical handling of actual
  or apparent conflicts of interest between personal and professional
  relationships;
o full, fair, accurate, timely and understandable disclosure in
  reports and documents that the Fund files with, or submits to, the
  Securities and Exchange Commission ("SEC") and in other public
  communications made by the Fund;
o compliance with applicable laws and governmental rules and
  regulations;
o the prompt internal reporting of violations of the Code to the Legal
  Compliance Committee; and
o accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual
as well as apparent conflicts of interest.

Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest

Overview.  A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the
Fund.  For example, a conflict of interest would arise if a Covered Officer,
or a member of his family, receives improper personal benefits as a result of
his position with the Fund.

Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 (the "Act") and the
Investment Advisers Act of 1940 (the "Advisers Act").  For example, Covered
Officers may not individually engage in certain transactions (such as the
purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" of the Fund.  The Fund's and the
investment adviser's compliance programs and procedures are designed to
prevent, or identify and correct, violations of these provisions.  The Code
does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside the parameters of this Code.

Conflicts arise from, or as a result of, the contractual relationship
between the Fund and the investment adviser of which the Cover Officers are
also employees.  As a result, this Code recognizes that the Covered Officers
will, in the normal course of their duties (whether formally for the Fund or
for the adviser, or both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and
the Fund.  The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the Fund and the adviser and
is consistent with the performance by the Covered Officers of their duties as
officers of the Fund.  Thus, if performed in conformity with the provisions
of the Act and the Advisers Act, such activities will be deemed to have been
handled ethically.

Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Act and the
Advisers Act.  The following list provides examples of conflicts of interest
under the Code, but Covered Officers should keep in mind that these examples
are not exhaustive.  The overarching principle is that the personal interest
of a Covered Officer should not be placed improperly before the interest of
the Fund.

Each Covered Officer must:

o not use his personal influence or personal relationships improperly
  to influence investment decisions or financial reporting by the Fund
  whereby the Covered Officer would benefit personally to the
  detriment of the Fund;
o not cause the Fund to take action, or fail to take action, for the
  individual personal benefit of the Covered Officer rather than the
  benefit of the Fund;
o not retaliate against any other Covered Officers or employee of the
  Fund or affiliated persons for reports of potential violations that
  are made in good faith;

There are some conflict of interest situations that may be approved in
writing by the Legal Compliance Committee, if material.  Examples of these
include:

o service as a director on the board of any public or private company;
o the receipt of any non-nominal gifts;
o the receipt of any entertainment from any company in which the Fund
  has current or prospective dealings unless such entertainment is
  business-related, reasonable in cost, appropriate as to time and
  place, and not so frequent as to raise any question of impropriety;
o any ownership interest in, or any consulting or employment
  relationship with, any of the Fund's service providers, other than
  its investment adviser, administrator or any affiliated person
  thereof;
o a direct or indirect financial interest in commissions, transaction
  charges or spreads paid by the Fund for effecting portfolio
  transactions or for selling or redeeming shares other than an
  interest arising from the Covered Officer's employment, such as
  compensation or equity ownership.


Disclosure and Compliance


Each Covered Officer

o should familiarize himself with the disclosure requirements
  generally applicable to the Fund;
o should not knowingly misrepresent, or cause others to misrepresent,
  facts about the Fund to others, whether within or outside the
  governmental regulators and self-regulatory organizations;
o should, to the extent appropriate within his area of responsibility,
  consult with other officers and employees of the Fund and the
  adviser with the goal of promoting full, fair, accurate, timely and
  understandable disclosure in the reports and documents the Fund
  files with, or submits to, the SEC and in other public
  communications made by the Fund; and
o should promote compliance with the standards and restrictions
  imposed by applicable laws, rules and regulations.

Reporting and Accountability

Each Covered Officer must:

o upon adoption of the Code (or thereafter as applicable, upon
  becoming a Covered Officer), affirm in writing to the Board that he
  has received, read, and understands the Code;
o annually thereafter affirm to the Board that he has complied with
  the requirements of the Code;
o report at least annually other affiliations or relationships related
  to conflicts of interest covered under the Fund's D&O Questionnaire;
o notify the Legal Compliance Committee if he knows of any violation
  of this Code (failure to do so is itself a violation of this Code).

The Legal Compliance Committee is responsible for applying this Code to
specific situations in which questions are presented under it and has the
authority to interpret this Code in any particular situation.  However, the
Legal Compliance Committee will consider any approvals or waivers sought
by a Covered Officer.

The Fund will follow these procedures in investigating and enforcing
this Code:

o the Legal Compliance Committee will take all appropriate action to
  investigate any potential violations reported;
o if, after such investigation, the Legal Compliance Committee
  believes that no violation has occurred, no further action is
  required;
o any matter that the Legal Compliance Committee believes is a
  violation will be reported to the Board, which will consider
  appropriate action, which may include the review of, and appropriate
  modifications to, applicable policies and procedures, notification
  to appropriate personnel of the investment adviser; or a
  recommendation to dismiss the Covered Officer;
o the Legal Compliance Committee will be responsible for granting
  waivers, as appropriate; and
o any changes to or waivers of the Code, will to the extent required,
  be disclosed as provided by SEC rules.

Other Policies and Procedures

This code shall be the sole Code of Ethics adopted by the Fund for the
purpose of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder.  Insofar as
other policies or procedures of the Fund, the Fund's adviser or other
service providers govern or purport to govern the behavior or activities
of the Covered Officers who are subject to this Code, they are superseded
by this Code to the extent that they overlap or conflict with the
provisions of this Code.  The Fund's and its adviser's Code of Ethics
under Rule 17j-1 under the Act and the Adviser's Act are separate
requirements applying to the Covered Officers and others, and are not
part of this Code.

Amendments

Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority of the Board, including a majority of
independent directors.

Confidentiality

All reports and records prepared or maintained pursuant to this Code
will by considered confidential and shall be maintained and protected
accordingly.  Except as otherwise required by law or this Code, such
matters shall not be disclosed to anyone other than the Legal Compliance
Committee and the Board.

Internal Use

	This Code is intended solely for the internal use by the Fund and does
not constitute an admission, by or on behalf of the Fund, as to any fact,
circumstance or legal conclusion.




Date: ___________________				Signed: ________________






                                  Exhibit A

Persons Covered by this Code of Ethics

Chief Executive Officer
Chief Financial Officer