ALLEN ORGAN COMPANY

Exhibit 99.1 - Audit Committee Charter

         Charter of the Audit Committee of the Board of Directors

I.  Audit Committee Purpose

     The  Audit Committee is appointed by the Board of Directors to  assist
     the  Board  in  fulfilling its oversight responsibilities.  The  Audit
     Committee's primary duties and responsibilities are to:

     - Monitor the integrity of the Company's financial reporting process and
       systems of internal controls regarding finance, accounting, and legal
       compliance.

     - Monitor the independence and performance of the Company's independent
       auditors and internal auditing department.

     - Provide an avenue of communication among the independent auditors,
       management, the internal auditing department, and the Board
       of Directors.

     The  Audit  Committee has the authority to conduct  any  investigation
     appropriate  to  fulfilling its responsibilities, and  it  has  direct
     access  to  the  independent  auditors  as  well  as  anyone  in   the
     organization.  The Audit Committee has the ability to retain,  at  the
     Company's expense, special legal, accounting, or other consultants  or
     experts it deems necessary in the performance of its duties.

II. Audit Committee Composition and Meetings

     Audit  Committee  members shall meet the requirements  of  the  NASDAQ
     stock  Exchange. The Audit Committee shall be comprised  of  three  or
     more  directors  as determined by the Board, each  of  whom  shall  be
     independent  nonexecutive directors, free from any  relationship  that
     would  interfere with the exercise of his or her independent judgment.
     All  members  of  the  Committee shall have a basic  understanding  of
     finance  and accounting and be able to read and understand fundamental
     financial  statements, and at least one member of the Committee  shall
     have accounting or related financial management expertise.

     Audit  Committee members shall be appointed by the Board. If an  audit
     committee  Chair  is  not designated or present, the  members  of  the
     Committee  may  designate a Chair by majority vote  of  the  Committee
     membership.

     The  Committee  shall  meet  at  least two  times  annually,  or  more
     frequently  as circumstances dictate. The Audit Committee Chair  shall
     prepare  and/or  approve an agenda in advance  of  each  meeting.  The
     Committee should meet privately in executive session at least annually
     with  management,  the independent auditors, and  as  a  committee  to
     discuss any matters that the Committee or each of these groups believe
     should  be  discussed. In addition, the Committee,  or  at  least  its
     Chair, should communicate with management and the independent auditors
     quarterly to review the Company's financial statements and significant
     findings based upon the auditors limited review procedures.

III. Audit Committee Responsibilities and Duties

     Review Procedures

     1.Review  and reassess the adequacy of this Charter at least annually.
       Submit  the charter to the Board of Directors for approval and  have
       the  document  published at least every three  years  in  accordance
       with SEC regulations.

     2.Review the Company's annual audited financial statements prior to
       filing or distribution.  Review should include discussion with
       management and independent auditors of significant issues
       regarding accounting principles, practices, and judgments.

     3.In  consultation  with the management and the independent  auditors,
       consider   the  integrity  of  the  Company's  financial   reporting
       processes   and   controls.  Discuss  significant   financial   risk
       exposures  and  the steps management has taken to monitor,  control,
       and  report such exposures. Review significant findings prepared  by
       the  independent  auditors  and  the  internal  auditing  department
       together with management's responses.

     4.Review with financial management and the independent auditors the
       company's quarterly financial results prior to the release of earnings
       and/or the company's quarterly financial statements prior to filing or
       distribution.  Discuss any significant changes to the Company's
       accounting principles and any items required to be communicated
       by the independent auditors in accordance with SAS 61 (see item 9).
       The Chair of the Committee may represent the entire Audit Committee
       for purposes of this review.

     Independent Auditors

     5.The independent auditors are ultimately accountable to the Audit
       Committee and the Board of Directors.  The Audit Committee shall
       review the independence and performance of the auditors and
       annually recommend to the Board of Directors the appointment of
       the independent auditors or approve any discharge of auditors when
       circumstances warrant.

     6.Approve the fees and other significant compensation to be paid to the
       independent auditors.

     7.On an annual basis, the Committee should review and discuss with the
       independent auditors all significant relationships they have with the
       Company that could impair the auditors' independence.

     8.Review the independent auditors audit plan - discuss scope, staffing,
       locations, reliance upon management, and internal audit and general
       audit approach.

     9.Prior to releasing the year-end earnings, discuss the results of the
       audit with the independent auditors. Discuss certain matters required
       to be communicated to audit committees in accordance with AICPA SAS 61.

     10.Consider the independent auditors' judgments about the quality and
       appropriateness of the Company's accounting principles as applied in its
       financial reporting.

     Legal Compliance

     11.On at least an annual basis, review with the Company's counsel, any
       legal matters that could have a significant impact on the organization's
       financial statements, the Company's compliance with applicable laws and
       regulations,  and inquiries received from regulators or governmental
       agencies.

     Other Audit Committee Responsibilities

     12.Annually  prepare a report to shareholders as  required  by  the
       Securities and Exchange Commission.  The report should be included
       in the Company's annual report.

     13.Perform  any other activities consistent with this Charter,  the
       Company's by-laws, and governing law, as the Committee or the Board
       deems necessary or appropriate.

     14.Maintain minutes of meetings and periodically report to the Board of
       Directors on significant results of the foregoing activities.