CODE OF ETHICS

BRUCE FUND, INC. and   BRUCE & CO., INC.


Statement of General Policy

The basic principle which should govern all officers, directors
and employees of the Bruce Fund, Inc. (the "Fund") and Bruce & Co., Inc.
(the Fund Advisor) is that the functions of the Fund should be carried on
with loyalty to the interest of its shareholders.  An investment company
must be operated exclusively for the benefit of its shareholders.

In adhering to the foregoing basic principle of loyalty, it is recognized that
directors, officers and employees must not profit, directly or indirectly, due
to their position or capacity in relation to the Fund to the detriment or at the
expense of shareholders. No person shall take for his own advantage any
corporate opportunity for profit, which that person learns about due to such
person's position.

1. Definition of Terms Used

(a) The term "person" means any officer, director or employee of the Fund or
investment adviser to the Fund.

(b) The term "beneficial ownership" includes any security held in the name of a
spouse, minor child, relative or relative of a spouse sharing the same
household, and any security in which, by reason of any contract, understanding,
relationship, agreement or other arrangement a person obtains present or future
benefits substantially equivalent to ownership.

(c) The term "security" includes without limitation any and all stocks, bonds,
notes, bills, debentures and any interest commonly known as a security including
any interests which might be selected for, or be included in, the Fund's
portfolio and including puts, calls and other options or rights in such
securities.


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2. Transactions With The Clients

No person shall sell to, or purchase from, the Fund any security or other
property (except merchandise in the ordinary course of business), in which such
person has a beneficial interest, unless such purchase or sale involves solely
publicly issued securities of the Fund.

3. Disclosure of Information

(a) No person shall discuss with or otherwise inform others of any actual or
contemplated security transaction by the Fund or its advisers except in the
performance of employment duties or in an official capacity and then only for
the benefit of the Fund or an adviser, as appropriate, and in no event for
personal gain or for the benefit of others.

(b) No person shall release information to dealers or brokers or otherwise
(except to those concerned with the transaction) as to any investment portfolio
changes, proposed or in process, except (i) upon the completion of such changes,
or (ii) when the disclosure results from the publication of a prospectus, or
(iii) in conjunction with a regular report to shareholders or to any
governmental authority resulting in such information becoming public knowledge,
or (iv) in connection with any report to which shareholders are entitled by
reason of provisions of the articles of incorporation, by-laws, rules and
regulations, or similar documents governing the operation of the Fund's
accounts.

4. Preferential Treatment

No person shall seek or accept favors, preferential treatment, special benefits
or other consideration due to their association with the Fund or an adviser,
except those usual and normal benefits directly provided by the Fund or an
adviser.


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5.       Conflicts of Interest

If any person is aware of a personal interest which is, or might be, in conflict
with those of the Fund, that person should disclose the situation or transaction
and the nature of the conflict to the Board of Directors of the Fund for
appropriate consideration.

6.       Personal Security Transactions

It is in the best interest of the Fund that no person knowingly takes advantage
of a corporate opportunity for personal benefit or takes action inconsistent
with such person's obligations to the Fund. To that end, therefore, no person
shall purchase or sell for such person's own account or for any relative or
associate, any security (except nonvolitional purchases and sales, such as
dividend reinvestment programs or "calls" or redemptions of securities) which he
or she knew or should have known the Fund or adviser is in the process of
purchasing or selling, or which is under consideration for purchase or sale by
the Fund. Under unusual circumstances, such as a personal financial emergency,
application for an exception may be made to the Board of Directors, which
application may be granted or denied. This Paragraph shall not apply to
transactions involving U.S. Government securities, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of registered open-end
investment companies.

7.       Procedures

To ensure that the required records are maintained to implement the policies set
forth in this Code of Ethics,

(a) Each person shall report to the Board of Directors the ownership, purchase
or sale of any security in which such person has or acquires a beneficial
interest of 1/2 of 1% or more of the amount of such security outstanding.

(b) New Access Persons shall file an initial holdings report within 10 days of
becoming an Access Person.



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(c) Any person who in connection with regular functions or duties, makes,
participates in or obtains information regarding the purchase or sale of
securities or whose functions relates to the making of any recommendation with
respect to purchase or sales for the Fund, shall report to the Board of
Directors all purchases or sales of any security in which such person has, or by
virtue of such transaction acquires, any beneficial interest; provided that a
"disinterested" member of the Board of Directors need not report security
purchases and sales, except where such director knew, or should have known at
the time of the transaction that, during a 15-day period immediately preceding
or after the date of a transaction in a security by such person, such security
is to be, or was, purchased or sold by the Fund or such purchase or sale is or
was considered by the Fund or the adviser for inclusion in the Fund's portfolio.
This paragraph 7(b) shall not apply to (i) non- volitional purchases and sales,
such as dividend reinvestment programs or "calls" or redemptions or(ii)
transactions involving U.S. Government securities, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of registered open-end
investment companies.

(d) All such reports shall be in writing, shall be made within ten days after
the close of the calendar quarter in which such purchase or sale was effected,
and shall set forth the title of the security, the date and nature of the
transaction, the amount of securities involved, the purchase or sale price, the
broker/dealer or bank through whom the transaction was effected and the extent
of such person's interest in the transaction. Also, where applicable, the
interest rate and maturity date of the security. Additionally, the report must
indicate any new account opened during the quarter for the benefit of any Access
Person, providing the name and date and the submission date to the report.

(e) The appointed compliance officer shall review such reports for accuracy and
completeness and certify as such, that the procedures are in place to prevent
violations of the Code.

(f) The compliance officer shall be responsible for making a certified annual
written report of any material violations, sanctions imposed and any other
issues related to the Code, as well as any recommendations for changes. The
officer shall also present annually to the Board a written and dated
confirmation that the recorded information accurately reflects all Access
Person's holdings.


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(g) Board of Directors will take whatever action it deems necessary with respect
to any officer or employee of an adviser or the Fund who violates any provision
of this Code of Ethics.

(h) The Fund Advisor requires prior approval for a direct or indirect investment
in initial public offerings ("IPOs") and limited offerings by Investment
Personnel of the Advisor. Approval requests will be reviewed and a record of any
decision to permit investment in an IPO or limited offering, including the
rationale, will be kept.

8. Research Reports

The fact that a security has been the subject of a formal or in- formal research
report shall not, in and of itself, indicate that the security is under
consideration for purchase or sale. No person shall be considered as knowing,
nor be said to be in a position of knowing, that a security was under
consideration for purchase or sale or that such security had been purchased or
sold solely on the basis of receipt of a research report thereon.

9.       Condition of Employment or Service

All persons shall conduct themselves at all times in the best interests of the
Fund. Compliance with the foregoing rules shall be a condition of employment or
continued affiliation with the Fund and adviser and conduct not in accordance
with constitute grounds for actions including termination of employment or
removal from office.


As amended to February 1, 2001