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EXHIBIT 14.1

FORM OF CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

PRIMA ENERGY CORPORATION
Code of Ethics for Senior Financial Officers

This code of ethics (the Code) applies to the Companys senior financial
officers, including the Companys chief executive officer, chief financial
officer, controller, treasurer, and chief internal auditor, if any
(collectively senior financial officers). The Companys senior financial
officers shall (absent a waiver from the Companys board of directors,
including a majority of the boards independent directors, after full
disclosure), to the best of their knowledge and ability, adhere to and advocate
the following principles and responsibilities governing their professional and
ethical conduct. The failure to adhere to the Code will result in the
disciplinary action deemed appropriate by appropriate supervisory personnel or
by the Companys board of directors, which may include termination of
employment.



|1. |  | Senior financial officers shall act with honesty and integrity. Senior
financial officers shall ethically handle all actual or apparent conflicts
of interest between personal and professional relationships.                                                                                                  
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|2. |  | Senior financial officers shall endeavor to provide information that is
full, fair, accurate, timely, and understandable in all reports and
documents that the Company files with, or submits to, the Securities and
Exchange Commission (SEC) and other public filings or communications
made by the Company.
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|3. |  | Senior financial officers shall endeavor to faithfully comply with all
laws, rules and regulations of federal, state, and local governments, and
all applicable private or public regulatory agencies.                                                                                                          
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|4. |  | Senior financial officers shall not knowingly or recklessly misrepresent
material facts or allow their independent judgment to be compromised.                                                                                                                                                                  
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|5. |  | Senior financial officers shall not use for personal advantage
confidential information acquired in the course of their employment.                                                                                                                                                                             
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|6. |  | Senior financial officers shall proactively promote ethical behavior
among peers and subordinates in the work place.                                                                                                                                                                                            
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|7. |  | Senior financial officers shall promptly report to the audit committee
any violation or suspected violation of the Code.                                                                                                                                                                                        

Each senior financial officer is expected to adhere at all times to both this
Code and the Companys Code of Business Conduct and Ethics. Only the board of
directors or a committee designated by the board of directors shall have the
authority to approve any deviation or waiver from this Code. Any waiver,
including to whom it was granted and the date thereof, and the reasons for it
shall be promptly disclosed in a filing on Form 8-K with the SEC or, subject to
satisfaction of any condition established by the SEC, posted on the Companys
website.

ACKNOWLEDGED AND AGREED TO:Date: