CRESTED CORP. CODE OF ETHICS AND CONDUCT


     Crested Corp. ("Crested") will conduct its business honestly and ethically.
Employees  will  constantly  improve the quality of their services, products and
operations  and  will  create  a  reputation  for  honesty,  fairness,  respect,
responsibility,  and integrity, trust and sound business judgment. No illegal or
unethical conduct on the part of officers, directors, employees or affiliates is
in Crested's  best  interest.  Crested will  not compromise its  principles  for
short-term  advantage.  The  ethical  performance  of Crested is  the sum of the
ethics  of the  men and women  who  manage it and  work  for it.  Thus, each  of
Crested's  officers, directors  and  employees  are  expected  to adhere to high
standards of personal integrity.

     Crested's  officers,  directors, and  employees  must  never  permit  their
personal interests  to  conflict,  or  appear to conflict, with the interests of
Crested, its clients or affiliates.  Crested's officers, directors and employees
must  be particularly  careful  to avoid representing Crested in any transaction
with others with whom there is any outside business affiliation or relationship.
Crested's  officers,  directors,  and  employees  shall never  use their company
contacts to advance  their private business or personal interests at the expense
of Crested, its clients  or  affiliates.

     Crested's  officers,  directors  and  employees  shall  offer  no   bribes,
kickbacks or  other  similar  remuneration  or  consideration  to any  person or
organization  in order  to  attract  or influence  business activity.  Crested's
officers, directors and employees  shall  not  accept  gifts,  gratuities, fees,
bonuses  or excessive entertainment, in  order to  attract or influence business
activity.

     Crested's  officers,  directors  and employees come into contact  with, and
have possession  of, proprietary, confidential or business-sensitive information
and must  take  appropriate  steps to  assure that  such information is strictly
safeguarded.  This  information,  whether it relates to Crested or to any of our
customers,  clients  or affiliates, includes strategic business plans, operating
results,  marketing  strategies,  customer  lists,  personnel  records, upcoming
acquisitions and divestitures, new investments, and development and construction
costs,  processes  and methods. Proprietary, confidential and sensitive business
information  about  Crested, other companies, individuals and entities with whom
Crested  does  or  has  done  business  of any  nature  should be  treated  with
sensitivity and discretion  and  only be  disseminated on a  need-to-know  basis
only.

     Misuse of material inside information  by  Crested's officers, directors or
employees in connection with trading  in  Crested's  securities  can  expose the
individual  who  misuses such information to civil liability and penalties under
the  Securities Exchange Act. Under this Act, directors, officers, and employees
in  possession  of  material  information  not  available  to  the  public   are
"insiders." Spouses, friends, suppliers, brokers, and others outside Crested who
may  have acquired  the  information  directly or  indirectly  from a  director,
officer or employee are also "insiders." The Act prohibits insiders from trading
in, or  recommending  the  sale or  purchase of,  Crested's  securities  or  the
securities of any other  corporation  to  which  the  information relates, while
such  inside information is  regarded as "material", or  if the  information  is
important enough to  influence  you  or any other person in the purchase or sale
of securities of any  company with which Crested does  business, which could  be
affected by the inside information.  The following guidelines should be followed
in dealing with inside information:

     X    Until  the material information has been publicly released by Crested,
          Crested's officers, directors and employees  must not  disclose it  to
          anyone except those within Crested whose positions require use of  the
          information.

     X    Crested's  officers,  directors  and  employees must  not buy or  sell
          Crested's securities  when they have knowledge of material information
          Concerning Crested  until  that  information has been disclosed to the
          public  and  the  public  has  had  sufficient  time   to  absorb  the
          information.

     X    Crested's  officers,  directors  and  employees  shall not buy or sell
          securities  of another corporation, the value of which is likely to be
          affected  by an action by Crested of which the employee  is aware  and
          which has  not  been  publicly  disclosed.

     Crested's officers,  directors  and  employees  will  seek  to  report  all
Information accurately  and  honestly,  and  as otherwise required by applicable
Reporting requirements.

     Crested's  officers, directors and employees will  refrain from gathering a
competitor's  proprietary  information  by  illegitimate   means  and,  if  such
information is so obtained, shall refrain from acting on the knowledge which has
been gathered in such a manner. Crested's officers, directors and employees will
seek  to  avoid  exaggerating  or  disparaging  comparisons  of  the properties,
services  and  competence  of  their  competitors.

     Crested's  officers, directors and employees will obey all Equal Employment
Opportunity  laws  and act with respect and responsibility towards others in all
of  their  dealings.

     Crested's  officers,  directors and  employees will strive at all  times to
conduct their  personal life so that their personal life will not interfere with
their  ability  to  deliver  quality  products  or  services  to Crested and its
customers and business  associates.

     Crested's  officers,  directors and  employees are  obligated and  agree to
promptly disclose  to  Crested's  President  and/or  its board of  directors any
unethical,  dishonest,  fraudulent  and  illegal behavior,  or the violation  of
Crested policies and procedures by any officer, director and/or employee. Should
any person having such  information  be  insecure  in disclosing the information
to any officer, director or employee, such  person must  then promptly  disclose
the information to Crested's outside legal counsel: Stephen E. Rounds, 1544 York
Street, Suite 110, Denver  CO  80206,  303.377.6997.

     Crested's  management  will  establish  and  maintain  a  "WHISTLE  BLOWER"
procedure in  compliance with  Title VIII,  Section  806 Paragraph  154A of  the
Sarbanes-Oxley Act.  All notifications  under this law of fraud and or financial
misconduct by the  company,  its  officers,  directors  and  employees  will  be
reported confidentially  through  this  procedure to a designated  member of the
audit committee.

     Violation  of  this  Code  of  Ethics  WILL  result  in  discipline,  which
discipline,  among  other  possibilities,  may include suspension without pay or
termination for cause. The degree of discipline relates in part to whether there
was  a  voluntary  disclosure  of  any  ethical violation and whether or not the
violator  cooperated  in  any  subsequent  investigation.