CODE OF ETHICS FOR SENIOR OFFICERS

INTRODUCTION
     Section 406 of the Sarbanes-Oxley Act of 2002 directed the
Securities and Exchange Commission (the SEC) to adopt rules
requiring companies to disclose whether or not they have adopted a
code of ethics for senior financial officers, and if not, why not.
The SEC has adopted rules requiring registered investment companies
to make such disclosures.  These rules extend the coverage of this
requirement to chief executive officers, as well as senior financial
officers, and require disclosure of waivers or substantive changes in
any code.  This Code of Ethics (this Code) is intended to address
these new requirements, and is different in nature and scope from
the code of ethics that was previously adopted as required under
Section 17(j) of the Investment Company Act of 1940,
as amended (the 1940 Act) and Rule 17j-1 thereunder, which focuses
on personal trading activities.

POLICY  STATEMENT It is the policy of Combined Penny Stock Fund, Inc. (the Fund)
to conduct its affairs in accordance with all applicable  laws and  governmental
rules and regulations. This Code has been adopted by the Fund Board of Directors
(the Board) and applies to the persons appointed by the Board as Chief Executive
Officer,   Principal  Financial  Officer  and  any  persons  performing  similar
functions, all as identified in Exhibit A, as modified from time to

time (Covered Officers).  This Code is designed to deter wrongdoing and 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
reports and documents the Fund files with, or submits to, the SEC and
in other public communications made by the Fund;
* compliance with applicable governmental laws, rules and regulations;
* prompt internal reporting to the appropriate person of violations of
this Code; and
* accountability for adherence to this Code.
     This Code covers a wide range of business practices and procedures.
It does not cover every issue that may arise, but it sets out the
following basic principles to guide Covered Officers.  Covered Officers
shall:
* act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law
or the Fund policies;
* observe both the form and spirit of laws and governmental rules and
regulations, and accounting standards;
* adhere to high standards of business ethics; and
* in general, place the interests of the Fund and its shareholders
before the Covered Officers own personal interests.
      All activities of Covered Officers should be guided by and adhere
to these fiduciary standards.  Covered Officers should not hesitate
to use available resources whenever it is desirable to seek
clarification.  Covered Officers are encouraged to consult with the
Fund chief legal officer or, if none, legal counsel to the Fund
(Legal Counsel), or other appropriate resources, when in doubt about
the best course of action in a particular situation.

CONFLICTS OF INTEREST
Covered Officers should handle ethically actual and apparent conflicts
of interest.  A conflict of interest occurs when a Covered Officers
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 interests arise out of the relationships
between Covered Officers and the Fund that already are subject to
conflict of interest provisions in the 1940 Act and the Investment
Advisers Act of 1940.  For example, Covered Officers may not
individually engage in certain transactions with the Fund (such as
the purchase or sale of securities or other property) because of their
status as affiliated persons of the Fund.  The compliance programs
and procedures of the Fund and the Adviser are designed to prevent,
or to identify and correct, violations of these provisions.  This
Code does not, and is not intended to, repeat or replace those
programs and procedures, and such conflicts fall outside of the
parameters of this Code.
     Actual or apparent conflicts may arise from, or as a result
of, the contractual relationship between the Fund and the Adviser
(or other service provider, e.g., administrator) of which the
Covered Officers are also officers or employees.  It is recognized
by the Board that the Covered Officers will, in the normal course
of their duties, be involved in establishing policies and implementing
decisions that will have different effects on the Adviser and the Fund.
The Board recognizes that 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 Boards
understanding of the performance by the Covered Officers of their
duties as officers of the Fund.    Thus, if performed in conformity
with the provisions of the Investment Company Act and the Investment
Advisers Act, such activities will be deemed to have been handled
ethically.  In addition, it is recognized by the Board that the Covered
Officers may also be officers or employees of one or more other
investment companies covered by this or other codes.
     Other conflicts of interest are covered by the Code, even if
such conflicts of interest are not subject to provisions in the
Investment Company Act and the Investment 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 shall:
* use reasonable efforts to avoid conflicts of interest wherever
possible;
* not use his or her personal influence or personal relationships
to influence investment decisions or financial reporting by the Fund
whereby the Covered Officer would benefit personally to the detriment
of the Fund;
* report at least annually any personal, business or professional
relationships or dealings of a material nature which would
reasonably be expected to impair his or her independence of
judgment or adversely affect the performance of his or her duties
in the best interests of the Fund and its shareholders;
* not cause the Fund to take action, or fail to take action, for the
personal benefit of the Covered Officer rather than the benefit the
Fund; and
* not use material non-public knowledge of portfolio transactions
made or contemplated for the Fund to trade personally or cause
others to trade personally in contemplation of the market effect
of such transactions.
            Conflicts of interest may not always be evident and Covered
Officers should consult with Legal Counsel if they are uncertain
about any situation.  Examples of possible conflicts of interest
which, if material, should always be discussed with the General
Counsel or other senior legal officer include:

* service as a director on the board of any public company;
* the receipt of any gifts valued in excess of $200.00;
* the receipt of any entertainment from any company with which
the Fund has current or prospective business 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;
* any ownership interest in, or any consulting or employment
relationship with, any of the Fund service providers, other than
its investment advisor, principal underwriter, administrator or
any affiliated person thereof;
* 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 Officers employment, such as compensation
or equity ownership.

ACCURACY OF REPORTS, RECORDS AND ACCOUNTS
     All Covered Officers are responsible for the accuracy of the
records and reports that they are responsible for maintaining to
enable the Fund to provide full, fair and accurate financial
information and other disclosure to regulators and Fund shareholders.
Accurate information is essential to the Fund ability to meet
legal and regulatory obligations.  The books and records of the Fund
shall accurately reflect the true nature of the transactions they
record in accordance with applicable law, generally accepted
accounting principles and Fund policies.  The Covered Officers must
not create false or misleading documents or accounting, financial or
electronic records for any purpose, and must not direct any other
person to do so.  If a Covered Officer becomes aware that information
filed with the SEC, or state regulatory authority, or made available
to the public contains any false or misleading information or omits
to disclose necessary information, he shall promptly report it to
Legal Counsel for a determination as to what, if any, corrective
action is necessary or appropriate.
     No undisclosed or unrecorded account or fund shall be
established for any purpose.  No false or misleading entries shall
be made in the Fund books or records for any reason.  No disbursement
of Fund assets shall be made without adequate supporting documentation
or for any purpose other than as described in the Fund documents
or contracts.


FUND DISCLOSURE CONTROLS AND PROCEDURES
     Each Covered Officer shall be familiar, and comply, with the
disclosure controls and procedures generally applicable to the Fund.
In addition, each Covered Officer having direct or supervisory
authority regarding SEC filings or the Funds other public
communications should, to the extent appropriate within his area
of responsibility, consult with other Fund officers and take other
appropriate steps regarding these disclosures with the goal of
making full, fair, accurate, timely and understandable disclosure.
     Each Covered Officer shall:
* familiarize himself or herself with the disclosure requirements
generally applicable to the Fund as well as the business and
financial operations of the Fund;
* ensure that reasonable steps are taken within his or her areas
of responsibility to promote full, fair, accurate, timely and
understandable disclosure in all regulatory filings, as well as
when communicating with the Fund shareholders or the general public,
in accordance with applicable law;
* consistent with his or her responsibilities, exercise appropriate
supervision over and assist relevant Fund service providers in
developing financial information and other disclosure that complies
with relevant law and presents information in a clear, comprehensible
and complete manner; and
* not knowingly misrepresent, conceal or omit required disclosures
of, or cause others to do the same, facts about the Fund, whether to
persons within or outside the Fund, including to the members of the
Board, outside counsel, independent auditors and governmental
regulators.
* promote compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.

REPORTING AND RECORDKEEPING

Reporting
     Each Covered Officer shall:
* upon receipt of the Code or upon becoming a Covered Officer, sign
and submit an Initial Acknowledgement (form attached) confirming that
he/she has received, read and understands the Code;
* annually, sign and submit an Annual Acknowledgement (form attached)
confirming that he or she has complied with the requirements of the
Code;
* not retaliate against any Covered Officer or other person for
making reports of violations in good faith; and
* notify Legal Counsel of any actual or potential violation of this
Code, whether the violation or potential violation was committed by
the Covered Officer personally or by another Covered Officer.
Failure to do so is itself a violation of this Code.  The Fund will
not retaliate against any Covered Officer for making reports of
violations in good faith, but will not be precluded from taking
appropriate disciplinary action for the violations themselves.
      The General Counsel or other designated senior legal officer of
the Funds investment advisor is authorized to apply this Code to
situations presented to it and has the authority to interpret this
Code in any particular situation.  Legal Counsel shall take all
action it considers appropriate to investigate any actual or potential
violations reported to it.
      The Fund will follow these procedures in investigating and
enforcing this Code:
* the General Counsel or other designated senior legal officer will
take all appropriate action to investigate any potential violations
reported to him;
* if, after such investigation, the General Counsel believes that no
violation has occurred, the General Counsel is not required to take
any further action;
* any violation that the General Counsel believes is a violation
will be reported to the Audit Committee of the Board;
* if the Audit Committee concurs that a violation has occurred, it
will inform the Board, which will consider appropriate action, which
may include review of, and appropriate modifications to, applicable
policies and procedures; notification to appropriate personnel of the
investment advisor or its board; or a recommendation to dismiss the
Covered Officer;
* the Board will be responsible for granting waivers, as appropriate;
and
* any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.

Recordkeeping
     The Fund will maintain and preserve for a period of not less
than six (6) years from the date such action is taken, the first
two (2) years in an easily accessible place, a copy of the
information or materials supplied to the Board: (i) that provided
the basis for any amendment or waiver to this Code, and
(ii) relating to any violation of the Code and sanctions imposed
for such violation, together with a written record of the approval
or action taken by the Board.

WAIVERS OF PROVISIONS OF THE CODE
     A waiver of any provision of the Code shall be requested
whenever there is a reasonable likelihood that a contemplated action
will violate the Code.  A waiver is defined as the approval by the
Fund of a material departure from any provision of the Code.
     The process of requesting a waiver shall consist of the
following steps:
*           The Covered Officer shall set forth a request for waiver in
writing.  The request shall describe the conduct, activity or
transaction for which the Covered Officer seeks a waiver, and
shall briefly explain the reason for engaging in the conduct,
activity or transaction.

*           The determination with respect to the waiver shall be made
in a timely fashion by Legal Counsel and submitted to the Board
for review and approval.

*           The decision with respect to the waiver requested shall be
documented and kept in the Funds records for the appropriate period
mandated by applicable law or regulation.

            To the extent required by applicable law, waivers
(including implicit waivers) shall be publicly disclosed on a timely
basis.  An implicit waiver is defined as the Fund failure to take
action within a reasonable period of time regarding a material
departure from a provision of the Code that has been made known
to the executive officer of the Fund.  For this purpose, the
executive officer is the Fund President or Chief Executive Officer.
If a material departure from a provision of this Code is known
only by the Covered Person that has caused the material departure
from the Code, the material departure from the Code will not be
considered to have been made known to an executive officer of the
Fund for purposes of deciding whether there has been an implicit
waiver.

DISCLOSURE
      The Fund must disclose this Code, any substantive amendments
and any waivers or implicit waivers by: (i) filing with the SEC a
copy of the Code, any such amendments and waivers or implicit waivers
in the Fund annual report on Form N-CSR; or (ii) posting the text of
the Code, any such amendments and waivers or implicit waivers on the
Fund Internet website and disclosing in each report on Form N-CSR,
its Internet address and the fact that it has posted the Code on
the website; or (iii) undertaking in each report on Form N-CSR to
provide to any person without charge, upon request, a copy of this
Code, any such amendments and waivers or implicit waivers and explain
the manner in which such request may be made.
      All reports and records prepared or maintained pursuant to this
Code will be 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
Board, General Counsel, the Fund, and its investment advisor.

OTHER POLICIES AND PROCEDURES
      This Code shall be the sole code of ethics adopted by the
Fund for purposes 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 advisor, principal underwriter, 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 and its investment advisor codes
of ethics under Rule 17j-1 under the Investment Company Act and the
advisor more detailed policies and procedures set forth in its
procedures manual are separate requirements applying to the
Covered Officers and other, and are not part of this Code.

AMENDMENTS TO THE CODE
            Any amendments to this Code, other than amendments to Exhibit A,
must be approved or ratified by a majority vote of the Board.  The
Covered Officers and Legal Counsel are encouraged to recommend
improvements to this Code for the consideration and approval
of the Board.

INTERNAL USE
            The Code is intended solely for 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.





EXHIBIT A

Covered Officers covered by this Code of Ethics for Senior Officers:
   John R Overturf:  President of the Fund (Chief Executive Officer)
   Stan Pittman:  Accounting Officer of the Fund

INITIAL ACKNOWLEDGEMENT

      I acknowledge that I have received and read a copy of the Code
of Ethics for Senior Officers (the Code) and that I understand it.
I further acknowledge that I am responsible for understanding and
complying with the policies set forth in the Code during my tenure
as a Covered Officer, as defined in the Code.
      I also acknowledge my responsibility to report any violation
of the Code to Legal Counsel, as defined in the Code.
      I further acknowledge that the policies contained in the Code
are not intended to create any contractual rights or obligations,
express or implied.  I also understand that, consistent with
applicable law, the Fund has the right to amend, interpret, modify
or withdraw any of the provisions of the Code at any time in its
sole discretion, with or without notice to the Covered Officer.

Covered Officer Name and Title:



            (please print)

      Signature        Date

Please return this completed form within one week from the date
of your receipt of a request to review these documents.  Thank you.

























ANNUAL ACKNOWLEDGEMENT

      I acknowledge that I have received and read a copy of the Code
of Ethics for Senior Officers (the Code) and that I understand it.
I further acknowledge that I am responsible for understanding and
complying with the policies set forth in the Code during my tenure
as a Covered Officer, as defined in the Code.
      I also acknowledge that I have fully complied with the terms
and provisions of the Code during the period of time since the most
recent Initial or Annual Acknowledgement provided by me.
      I further acknowledge that the policies contained in the Code
are not intended to create any contractual rights or obligations,
express or implied.  I also understand that, consistent with applicable
law, the Fund has the right to amend, interpret, modify or withdraw any
of the provisions of the Code at any time in its sole discretion,
with or without notice.

Covered Officer Name and Title:
            (please print)



Signature
      Date
Please return this completed form within one week from the date
of your receipt of a request to complete and return it.  Thank you.