Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

COMBINED PENNY STOCK FUND, INC.
(Name of Registrant as Specified In Its Charter)

..................................N/A....................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

1) Title of each class of securities to which transaction applies: N/A

2) Aggregate number of securities to which transaction applies: N/A

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: N/A

4) Proposed maximum aggregate value of transaction: N/A

5) Total fee paid: $0.00

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: N/A

2) Form, Schedule or Registration Statement No.: 1940 Act
Registration No. 811-3888

3) Filing Party:

John R. Overturf, Jr., President
Combined Penny Stock Fund, Inc.
6180 Lehman Drive, Suite 103
Colorado Springs, CO 80918

4) Date Filed: January 13, 2000

COMBINED PENNY STOCK FUND, INC.
6180 Lehman Drive, Suite 103
Colorado Springs, CO 80918

NOTICE OF SPECIAL IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 23, 2000

A Special in Lieu of Annual Meeting (the "Meeting") of Shareholders of
Combined Penny Stock Fund, Inc. (the "Fund" or the "Company") will be held
at 5373 N. Union Boulevard, Suite 100, Colorado Springs, Colorado 80918 on
February 23, 2000 at 10:00 o'clock a.m. Mountain Standard Time for the
purpose of considering and voting upon the following:

1. To elect four (4) Directors to serve until the next Annual
Meeting of Shareholders or until their successors have been duly
elected and qualified.

2. To ratify and approve the selection by the Board of Directors of
the firm of Stockman Kast Ryan & Company, LLP, a Limited
Liability Company, as the independent certified public accountant
for the Fund for the fiscal year ending September 30, 2000.

Information relating to the above matters is set forth in the accompanying
Proxy Statement. Only holders of outstanding shares of the Company's
common stock of record at the close of business on January 14, 2000 (the
"Record Date") will be entitled to vote at the Meeting or any adjournment
thereof.

The Proxy Statement is being mailed on or about January 22, 2000, to
Shareholders eligible to vote at the Meeting. A copy of the Company's
Annual Report to Shareholders, including financial statements for the year
ended September 30, 1999, was mailed to shareholders prior to the mailing
of the Proxy Statement. The Company will furnish, without charge, a copy of
the Annual Report and the most recent semi-annual report succeeding the
annual report to a shareholder upon request made by mail or by collect
telephone call directed to R. Stanley Pittman, 6180 Lehman Drive, Suite
103, Colorado Springs, CO 80918, (719) 593-2111.

Shareholders are cordially invited to attend the meeting in person.

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT WOULD BE
APPRECIATED IF YOU WOULD PROMPTLY FILL IN, SIGN AND DATE THE ENCLOSED SELF-
ADDRESSED, POSTAGE-PRE-PAID PROXY CARD AND RETURN IT TO THE COMPANY. ALL
PROXY CARDS MUST BE RECEIVED BY THE COMPANY AT OR PRIOR TO THE SHAREHOLDERS
MEETING. Any proxy may be revoked at any time before it is voted by
written notice mailed or delivered to the Secretary, by receipt or a proxy
properly signed and dated subsequent to an earlier proxy, and by revocation
of a written proxy by request in person at the Meeting. If not so revoked,
the shares represented by the proxy will be voted in accordance with your
instruction on the proxy form.

COMBINED PENNY STOCK FUND, INC.

/s/ JOHN R. OVERTURF, JR.
John R. Overturf, Jr., President

COMBINED PENNY STOCK FUND, INC.
6180 Lehman Drive, Suite 103
Colorado Springs, Colorado 80918

PROXY STATEMENT
FOR
SPECIAL IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished to the Shareholders of Combined
Penny Stock Fund, Inc. (Respectively the "Shareholders" and the "Fund" or
the "Company") in connection with the solicitation by the Fund of proxies
to be used at a Special in Lieu of Annual Meeting of Shareholders and at
any adjournments thereof (the "Meeting"), at 5373 N. Union Boulevard, Suite
100, Colorado Springs, Colorado 80918 on February 23, 2000 at 10:00 o'clock
a.m. Mountain Standard Time and at any adjournment thereof. When the
accompanying proxy is properly executed and returned, the shares of common
stock it represents will be voted at the Meeting and, where a choice has
been specified on a proxy, will be voted in accordance with such
specification. If no choice is specified on a proxy, the shares it
represents will be voted as follows:

* FOR the election of four (4) Directors of the Fund,

* FOR the ratification of Stockman Kast Ryan & Company, LLP, a
Limited Liability Company, as the Fund's independent certified
public accountant for the fiscal year ending September 30, 2000,

In the event the Meeting is, for any reason, adjourned to another time
or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the Meeting. At the adjourned meeting, any
business may be transacted which might have been transacted at the original
Meeting.

ALL PROXY CARDS MUST BE RECEIVED BY THE COMPANY AT OR PRIOR TO THE
SHAREHOLDERS MEETING. ANY PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS
VOTED BY WRITTEN NOTICE MAILED OR DELIVERED TO THE SECRETARY, BY RECEIPT OF
A PROXY PROPERLY SIGNED AND DATED SUBSEQUENT TO AN EARLIER PROXY, AND BY
REVOCATION OF A WRITTEN PROXY BY REQUEST IN PERSON AT THE ANNUAL MEETING OF
SHAREHOLDERS. IF NOT SO REVOKED, THE SHARES REPRESENTED BY THE PROXY WILL
BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY FORM.

This Statement is being mailed on or about January 22, 2000, to
Shareholders eligible to vote at the Meeting. The Company will furnish,
without charge, a copy of the Annual Report and the most recent semi-annual
report succeeding the annual report to a Shareholder upon request made by
mail or by collect telephone call directed to R. Stanley Pittman, 6180
Lehman Drive, Suite 103, Colorado Springs, CO 80918, (719) 593-2111.

The Fund is bearing all costs of soliciting proxies, and expressly
reserves the right to solicit proxies otherwise than by mail. The
solicitation of proxies by mail may be followed by telephone, telegraph or
other personal solicitations of certain Shareholders and brokers by one or
more of the Directors or by Officers or employees of the Fund. The Fund
may request banks and brokers or other similar agents or fiduciaries for
the voting instructions of beneficial owners and reimburse the expenses
incurred by such agents or fiduciaries in obtaining such instructions. As
of the date of this mailing, however, the Fund has not made any contracts
or arrangements for such solicitations, hence it cannot identify any
parties or estimate the cost of such solicitation.

Only Shareholders of record as of the close of business on January 14,
2000 (the "Record Date"), will be entitled to vote at the Meeting.
Representation of a majority of the Fund's shares of common stock
outstanding on such date, either in person or by proxy, constitutes a
quorum for the Meeting. As of the Record Date, the Fund had outstanding
51,925,600 shares of common stock ("Shares"), with each Share being
entitled to one vote. Election of the nominees as directors and the
approval of each proposal which will be presented at the Meeting requires
the affirmative vote of a majority of the Fund's outstanding voting
securities as defined in the Investment Company Act of 1940, as amended
[the lesser of (i) 67% of the shares represented at the Meeting, if more
than 50% of the outstanding shares are represented or (ii) more than 50% of
the outstanding shares]. Abstentions and broker non-votes will have the
legal effect of a vote against the election of each director nominee and
against each proposal to which the abstention or broker non-vote applies.

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The following table sets forth as of the date hereof, certain
information with respect to the ownership of the Fund's common stock by (i)
each of the Fund's directors individually, (ii) shareholders known by the
Fund to own beneficially more than 5% of the outstanding common stock of
the Fund, and (iii) all officers and directors as a group. Each beneficial
owner of the Fund's common stock listed below has sole investment and
voting power of the shares that he beneficially owns, except as noted.

Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership(1) of Class
------------------- -------------------------- --------

John R. Overturf, Jr. 200,000 0.4%
6180 Lehman Drive, Suite 103
Colorado Springs, CO 80918

A. Leonard Nacht 1,100,000 2.1%
P.O. Box 1679
Edwards, CO 81632

Jeffrey J. Kormos -0- 0.0%
8751 North 51st Ave., #115
Glendale, AZ 85302

Brian E. Power -0- 0.0%
P.O. Box 7134
Nut Tree, CA 75696

Officers and Directors as a group 1,300,000 2.5%
(4 persons)

Cede & Company 16,182,884 31.2%
P.O. Box 20
Bowling Green Station
New York, NY 10004

(1) Includes shares owned by spouses, partnerships of which the officers
and directors are general partners, and retirement plans of the
officers and directors.

(2) Cede & Company is a clearing house which is listed as record owner of
the Fund's shares but is not a beneficial owner and does not exercise
the power to vote the shares indicated other than as voted by the
beneficial owners. It is a nominee, holding the shares in "street
name" for the actual beneficial owners, the identity of whom are
unknown to the Fund.

No change in control has occurred during the Company's last fiscal year.

PROPOSAL 1: ELECTION OF DIRECTORS

The Directors voted to nominate four (4) Directors for election to
hold office until the next Annual Meeting of Shareholders and until their
successors are elected and qualified. Each of the following nominees has
consented to be nominated to serve as a Director of the Fund. All of the
nominees are currently Directors of the Fund.

The Fund's Articles of Incorporation expressly prohibit cumulative
voting. Therefore, the holders of a majority of the fund's shares could
elect all of the Directors. It is expected that the proxies received by
the Directors' nominees will

be voted, except to the extent that authority is withheld on any proxy as
to all or one or more individuals, to elect as Directors the following
nominees, whose principal occupations during the past five (5) years or more,
directorships and certain other affiliations and information are set forth
below:

A. Information Concerning Nominees
-------------------------------

The following table sets forth certain information about the
nominees for election as directors:

Principal Occupation During Past Five
Name Age Position With Fund (5) or More Years and Current Affiliation
- ---- --- -------------------- ------------------------------------------

John R. Overturf, Jr.* 38 President since Mr. Overturf serves as President of the
August 1996 Combined Penny Stock Fund, Inc., a
Director from closed-end stock fund, a position he has
March 1996 held since August 1996. From September
1993 until September 1996, Mr. Overturf
served as Vice-President of the Rockies
Fund, Inc., a closed-end stock market
fund. Mr. Overturf serves as the
President of R.O.I., Inc., a private
investment company, a position he has
held since July 1993. From June 1984
until February 1992, Mr. Overturf
served as Vice President of Colorado
National Bank. Mr. Overturf holds a
Bachelor of Science degree in Finance
from the University of Northern
Colorado. Mr. Overturf also is a
director of BioSource International,
Inc., a California corporation.

A. Leonard Nacht* 70 Secretary since From April 1990 to October 1991, Dr.
April 1990 Nacht was Secretary of Redwood MicroCap
Director since Fund, Inc. ("RMCF"). From 1957 to 1994,
February 1990 Dr. Nacht was in the private practice
of dentistry. Dr. Nacht has a DDS
degree from the University of
Washington and is a member of the
American and Colorado Dental Associations.

Jeffrey J. Kormos 58 Director since From August, 1994 until present, Mr.
July 1997 Kormos has been employed as an account
executive with Yee, Desmond, Schroeder
& Allen, Inc., an NASD member
stockbrokerage firm; December, 1992 to
August, 1994, Mr. Kormos was an account
executive with First Affiliated
Securities, Inc.; December 1985 until
April, 1987 an account executive with
Quinn & Co.; December, 1982 until
December, 1985 an account executive
with First Affiliated Securities, Inc.;
1977 until December, 1982, Mr. Kormos
served as President and owner of Metro
Exterior Decorators, Inc., a licensed
contractor.

Brian E. Power 33 Director since Mr. Power is self-employed and is the
October 1996 founder and general partner of several
private companies. In January 1997,
Mr. Power founded Lone Oak Vineyards,
Inc., a vineyard acquisition and
development company. Mr. Power is a
founder and general partner in Silver
Creek Associates, a partnership which
was established in March 1996 to
develop small luxury resort properties
in California's Napa Valley. From
January 1992 until its sale in June
1996, Mr. Power was a principal founder
and officer of Signature Wines, Inc., a
private label winery. In addition, Mr.
Power has been a director of two public
companies. From July, 1991 until
August, 1993, Mr. Power served as a
director of the Rockies Fund and from
its inception in July 1993 until August
1996, Mr. Power served as a director of
Redwood Broadcasting. Mr. Power
attended the University of California
at Davis.

*Mr. Overturf and Dr. Nacht may be deemed "interested persons" as that term is
defined under Section 2(a)(19) of the Investment Company Act of 1940, as
amended, by virtue of their being officers as well as directors of the Fund.

B. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
-------------------------------------------------

i. MEETINGS OF BOARD OF DIRECTORS

The Board had one in person meeting during the fiscal year
ending September 30, 1999. Each Director who was not also an officer of
the Fund is entitled to receive a fee of $50 for each telephone meeting
attended, $1,000 for each formal meeting attended and $1,000 for attendance
at the Annual Meeting of Shareholders. $2,000 were expended on Director's
fees during the year ended September 30, 1999. Mr. Overturf and A. Leonard
Nacht who are officers of the Fund each received $1,000 in Director fees.

ii. APPRAISAL AND REVIEW

The Board has established an Appraisal Committee which
reviews all transactions with respect to execution price and brokerage
commissions to determine if the Fund is receiving "best execution." The
Appraisal Committee also proposes to the Board appropriate methods of
valuation for securities that are not publicly traded or are otherwise
subject to restrictions upon transfer. Valuation for such securities are
determined in good faith by the Fund's Board of Directors. From March 27,
1996 until June 30, 1997, the Appraisal Committee consisted of John R.
Overturf, Jr., Allan Williams and A. Leonard Nacht. Allan Williams
resigned from the Board of Directors on June 30, 1997. From July 1, 1997,
the Appraisal Committee has consisted of John R. Overturf, Jr., A. Leonard
Nacht, Brian Power and Jeffrey Kormos. The Appraisal Committee meets
immediately following the close of each month. During the fiscal year
ending September 30, 1999, each member of the Appraisal Committee attended
every meeting either in person or via the mail, or telephone conference.

iii. AUDIT, COMPENSATION AND NOMINATING COMMITTEES

There are no standing audit, compensation or nominating
committees of the Board. The foregoing notwithstanding, the Fund's
officers and directors are all responsible for maintaining the journals and
ledgers required by the Investment Company Act of 1940, as amended.

C. EXECUTIVE OFFICERS AND INVESTMENT ADVISOR
-----------------------------------------

Mr. Overturf serves as President of the Combined Penny Stock
Fund, Inc. Philip J. Halseide resigned as President of the Fund in March
1996. Mr. Halseide received $7,500 in accrued vacation pay and $13,167 in
severance pay upon resignation as President of the Fund. John R. Overturf,
Jr. received a salary of $48,000 as President from October 1998

until September 30, 1999. Dr. A. Leonard Nacht serves as the Secretary of
the Fund without compensation. During the fiscal year ended September 30,
1999, no other officer was paid more than $30,000 by the Fund. The
foregoing amount excludes benefits payable under the Fund's group insurance
plans, which are generally available to all employees on a non-discriminatory
basis.

Citadel Asset Management, Ltd. (The "Advisor" or "CAM") acted as
the investment advisor to the Fund until July 2, 1992, pursuant to an
agreement between CAM and the Fund (the "Advisory Agreement"). By
agreement between Cam and the Fund, the Advisory Agreement was terminated
on July 2, 1992. Since the termination of the Advisory Agreement, the Fund
has operated on a self-directed basis, without the counsel and advice of an
investment advisor. Operating on a self-directed basis, the Fund no longer
utilizes the services of an investment advisor. Instead, the Board of
Directors of the Fund, through the Fund's Advisory Committee and Investment
Committee, currently manages the investment operations of the Fund, and
otherwise provides the services heretofore performed by the Fund's
Investment Advisor. The Advisory Committee and Investment Committe both
consist of all of the Fund's directors. The Advisory Committee meets
quarterly and the Investment Committee meets monthly.

D. LEGAL PROCEEDINGS
-----------------

During the last five (5) years no director or officer of the
Company has:

(i) had any bankruptcy petition filed by or against any business
of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two
(2) years prior to that time;

(ii) been convicted in a criminal proceeding or subject to a
pending criminal proceeding;

(iii) been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily,
enjoining, barring, suspending, or otherwise limiting his
involvement in any type of business, securities or banking
activities; or

(iv) been found by a Court of competent jurisdiction in a civil
action, the Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed,
suspended, or vacated.

No director of the Company, nominee for election as a director of
the Company (nor any affiliated person of such director or nominee), nor
officer of the Company is a party adverse to the Company, or has a material
interest adverse to the Company, in any material pending legal proceeding.

E. TRANSACTIONS WITH MANAGEMENT AND OTHERS
---------------------------------------

During the last two years there have not been any transactions or
proposed transactions to which the Fund was, or is to become a party, in
which (i) a director, nominee for election as a director or executive
officer of the Fund, (ii) a beneficial owner of 5% or more of the Fund's
common stock, or (iii) a member of the immediate family of any of the
foregoing persons, had or is to have a direct or indirect material interest.

F. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------

Under the Securities Laws of the United States, the Fund's
directors, its executive (and certain other) officers, and any persons
holding more than 10% of the Fund's common stock are required to report
their ownership of the Fund's common stock and any changes in that
ownership to the Securities and Exchange Commission ("SEC") and the NASDAQ
stock market. Specific due dates for these reports have been established
and the Fund is required to report in this

Proxy Statement any failure to file. Based upon information provided to the
Company, all of these filing requirements were satisfied by its officers
and directors and 10% holders as of the date of this proxy.

G. DIRECTOR AND EXECUTIVE COMPENSATION
-----------------------------------

The following tables and discussion set forth information with
respect to all plan and non-plan compensation awarded to, earned by or paid
to all directors of the Fund, and for each of the three (3) highest-paid
executive officers that have aggregate compensation from the Fund for the
most recently completed fiscal year in excess of $60,000.00.

Pension of Compensation From
Aggregate Retirement Benefits Estimated Total Fund and Fund
Name of Person Compensation Accrued As Part of Benefits Upon Complex Paid to
and Position From Fund Expenses Retirement Directors
- ------------ --------- -------- ---------- ---------

John R. Overturf, Jr. $ 49,000 -0- -0- $ 49,000
President since 9/96

A. Leonard Nacht $ 1,000 -0- -0- $ 1,000
Secretary

No other executive officer of the Fund received compensation
during the fiscal year ended September 30, 1999 in excess of $60,000.

The Company currently has no written employment agreements with
its executive officers. The Company has not implemented any stock option,
stock bonus, incentive stock option or other similar plans; although the
Company may consider the implementation of such plans in the future.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE NOMINEES AS DIRECTORS

PROPOSAL 2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL
YEAR SEPTEMBER 30, 2000

On September 30, 1996, the Company engaged Stockman Kast Ryan &
Company, LLP (f.k.a. Stockman Kast Ryan and Scruggs) of Colorado Springs,
Colorado as its principal accountant to audit its financial statements.

The reports of Stockman Kast Ryan & Company, LLP related to the
financial statements of the Company for the fiscal years ended September
30, 1998 and 1999 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit
scope, or accounting principles. In connection with the audits of the
Company's financial statements for each of the fiscal years ended September
30, 1998 and 1999, there were no disagreements with Stockman Kast Ryan &
Company, LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which, if
not resolved to the satisfaction of Stockman Kast Ryan & Company, LLP,
would have caused Stockman Kast Ryan & Company, LLP to make reference to
the matter in their report.

Prior to its engagement as the Company's independent accountant,
Stockman Kast Ryan & Company, LLP had not been consulted by the Company
either with respect to the application of accounting principles to a
specific transaction or the type of audit opinion that might be rendered on
the Company's financial statements or on any matter that was the subject of
any prior disagreement between the Company and its previous certifying
accountant.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE IN FAVOR OF THE APPOINTMENT

A representative of Stockman Kast Ryan & Company, LLP is not expected
to be present at the Meeting. However, should a representative of the
accounting firm attend the Meeting, he will be given the opportunity to make
a statement if he so desires, and would be available to respond to
appropriate questions.

OTHER MATTERS

During the fall of 1999, the Fund received requests for information
from the SEC related to a routine examination by the SEC into various
matters, including the administrative and record keeping practices of the
Fund, its securities trading activities and those of its officers and
directors. As of the date of this Proxy Statement, no determination has
been made on the outcome of this examination. There can be no assurance of
the outcome of this matter or its ultimate effect on either the Fund's
financial position or its Directors.

DEADLINE FOR SUBMITTING SHAREHOLDER PROPOSALS. The deadline for
submitting shareholder proposals to the Company's principal executive
offices for mandatory inclusion in the Company's proxy statement and form
of proxy for the Company's next annual meeting is July 1, 2000. The
deadline for submitting shareholder proposals to the Company's principal
executive offices for discretionary inclusion in the Company's proxy
statement and form of proxy for the Company's next annual meeting is
September 15, 2000.

The Board of Directors knows of no business to be brought before the
Meeting other than as set forth above. If, however, any other matters
properly come before the Meeting, it is the intention of the person's named
in the enclosed proxy form to vote such proxies on such matters in
accordance with their best judgment.

COMBINED PENNY STOCK FUND, INC.

/s/ JOHN R. OVERTURF, JR.
John R. Overturf, Jr., President