PHILADELPHIA FUND, INC. / EAGLE GROWTH SHARES, INC.

               CODE OF BUSINESS ETHICS FOR PRINCIPAL EXECUTIVE
                            AND FINANCIAL OFFICERS


I.   COVERED OFFICERS/PURPOSES OF THE CODE
     -------------------------------------

     Philadelphia Fund, Inc. and Eagle Growth Shares, Inc. (the "Funds") have
adopted this code of business ethics (this "Code") that applies to the Funds'
Chief Executive Officers and Chief Financial Officers (the "Covered Officers")
for purposes of promoting:

     * 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 reports
       and documents that the Funds file with, or submit to, the U.S.
       Securities and Exchange Commission (the "SEC") and in other public
       communications made by the Funds;

     * compliance with applicable laws and governmental rules and
       regulations;

     * the prompt internal reporting of violations of the Code to an
       appropriate person or persons identified in the Code; and

     * accountability for adherence to the Code.

     Each Covered Officer owes a duty to the Funds to adhere to a high standard
of business ethics and should be sensitive to situations that may give rise to
actual as well as apparent conflicts of interest.


II.  COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
     ----------------------------------------------------------------------
     OF INTEREST
     -----------

     OVERVIEW.  A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or the Covered Officer's
service to, the Funds.  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 Funds.

     Certain conflicts of interest covered by this Code arise out of the
relationships between Covered Officers and the Funds that already are subject
to conflict of interest provisions in the Investment Company Act and the
Investment Advisers Act.  For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Funds because of their status as "affiliated persons"
of the Funds.  The compliance programs and procedures of the Funds and Baxter
Financial Corporation, the Funds' investment adviser (the "Advisor"), 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 compliance programs and procedures.

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     Although typically not presenting an opportunity for improper personal
benefit, conflicts of interest arise from, or as a result of, the contractual
relationships between the Funds and the Advisor, of which the Covered Officers
are also officers or employees.  As a result, this Code recognizes that the
Covered Officers will, in the normal course of their duties (whether formally
for the Funds or for the Advisor, or for both), be involved in establishing
policies and implementing decisions that will have different effects on the
Advisor and the Funds.  The participation of the Covered Officers in such
activities is inherent in the contractual relationships between the Funds and
the Advisor and is consistent with the performance by the Covered Officers of
their duties as officers of the Funds.  Such participation, if addressed in
conformity with the provisions of the Investment Company Act and the
Investment Advisers Act, will be deemed to have been handled ethically.  In
addition, it is recognized by the Boards of Directors of the Funds (each a
"Board," and together, the "Board") that the Covered Officers may also be
officers or employees of one or more other investment companies covered by
this Code 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.  In reading the following examples of
conflicts of interest under the Code, Covered Officers should keep in mind
that such a list cannot be exhaustive by covering every possible scenario.  It
follows that the overarching principle - that the personal interest of a
Covered Officer should not be placed improperly before the interest of the
Funds - should be the guiding principle in all circumstances.

     Each Covered Officer must:

     * not use his personal influence or personal relationships improperly to
       influence investment decisions or financial reporting by the Funds
       whereby the Covered Officer would benefit personally to the detriment
       of the Funds;

     * not cause the Funds to take action, or fail to take action, for the
       individual personal benefit of the Covered Officer rather than the
       benefit of the Funds;

     * not use material, non-public knowledge of portfolio transactions made
       or contemplated for the Funds to profit personally or cause others to
       profit, by the market effect of such transactions; and

     * report at least annually to the Board.

     There are some conflict of interest situations that should be discussed
with the Audit Committee Chairman, if material.  Examples of these include:

     * any outside business activity that detracts from a Covered Officer's
       ability to devote appropriate time and attention to his
       responsibilities with the Funds;

     * service as a director on the board of any public or private company;

     * the receipt of any non-nominal/de minimis gifts;

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<PAGE>

     * the receipt of any entertainment from any company with which the Funds
       have 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 Funds' service providers, other than the
       Advisor; and

     * a direct or indirect financial interest in commissions, transaction
       charges or spreads paid by the Funds 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.


III. DISCLOSURE
     ----------

     Each Covered Officer:

     * must familiarize himself with the disclosure requirements applicable
       to the Funds and the Funds' disclosure controls and procedures;

     * must not knowingly misrepresent, or cause others to misrepresent,
       facts about the Funds to others, whether within or outside the Funds,
       including the directors of the Funds who are not "interested persons"
       (the "Independent Directors") and the Funds' independent auditors, and
       to governmental regulators and self-regulatory organizations; and

     * should, to the extent appropriate within his area of responsibility,
       consult with other officers and employees of the Funds and the Advisor
       and take other appropriate steps with the goal of promoting full,
       fair, accurate, timely and understandable disclosure in the reports
       and documents that the Funds file with, or submit to, the SEC and in
       other public communications made by the Funds.


IV.  COMPLIANCE
     ----------
     It is the responsibility of each Covered Officer to promote adherence with
the standards and restrictions imposed by applicable laws, rules and
regulations.


V.   REPORTING AND ACCOUNTABILITY
     ----------------------------

     Each Covered Officer must:

     * upon adoption of the Code, affirm in writing to the Audit Committee
       Chairman that the Covered Officer has received, read, and understands
       the Code;

     * annually thereafter affirm to the Audit Committee Chairman that the
       Covered Officer has complied with the requirements of the Code;

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<PAGE>

     * not retaliate against any employee or Covered Officer for reports of
       potential violations that are made in good faith; and

     * notify the Audit Committee Chairman promptly if the Covered Officer
       knows of any violation of this Code.  Failure to do so is itself a
       violation of this Code.

     The Audit Committee Chairman is responsible for applying this Code to
specific situations in which questions are presented under the Code, and the
Audit Committee Chairman has the authority to interpret this Code in any
particular situation.  The Audit Committee Chairman is authorized (and
encouraged) to consult, as appropriate, with the Audit Committee and counsel
to the Funds and to the Independent Directors.

     The Funds will comply with the following procedures in investigating and
enforcing this Code:

     * the Audit Committee Chairman will take all appropriate action to
       investigate any violations and potential violations reported to him;

     * violations will be reported to the Audit Committee after such
       investigation;

     * if the Audit Committee determines that a violation has occurred, the
       Audit Committee will inform and make a recommendation to 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 Advisor; or recommending
       dismissal of the Covered Officer;

     * appropriate disciplinary or preventive action may include a letter of
       censure, suspension, dismissal or, in the event of criminal or other
       serious violations of law, notification to the SEC or other
       appropriate law enforcement authorities;

     * the Audit Committee 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.


VI.  OTHER POLICIES AND PROCEDURES
     -----------------------------

     The codes of ethics under Rule 17j-1 under the Investment Company Act
adopted by the Funds and the Advisor, and the Advisor's more detailed policies
and procedures set forth in the Procedures for Implementing Code of Ethics for
Philadelphia Fund, Inc., Eagle Growth Shares, Inc., and Baxter Financial
Corporation, are separate requirements applying to the Covered Officers and
others, and are not part of this Code.


VII. AMENDMENTS
     ----------

     This Code may not be amended except in written form, which is specifically
approved or ratified by a majority vote of the Board, including a majority of
the Independent Directors.

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<PAGE>

VIII. CONFIDENTIALITY
      ---------------

     All reports and records prepared or maintained pursuant to this Code
Shall 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 members of the Board, the
Audit Committee, or counsel to the Independent Directors.

IX.  INTERNAL USE
     ------------

     The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of the Funds, as to any fact,
circumstance, or legal conclusion.





Date:  June 9, 2003


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                                                                    Exhibit A

                     COVERED PERSONS SUBJEST TO THE CODE
                     -----------------------------------


         Donald H. Baxter (Principal Executive Officer of the Funds)

          Ronald F. Rohe (Principal Financial Officer of the Funds)





                                      A-1