Exhibit 99.Code Eth

                    PISMO COAST VILLAGE, INC.
                         (the "Company")


               CODE OF ETHICS AND BUSINESS CONDUCT
               -----------------------------------
  FOR DIRECTORS, SENIOR OFFICERS AND EMPLOYEES OF THE COMPANY
  -----------------------------------------------------------
                           (the "Code")
                           ------------


INTRODUCTION
------------
This Code applies to the Chief Executive Officer, President,
Chief Financial Officer, Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer, Controller and
persons performing similar functions (collectively, the "Senior
Officers") along with all directors and employees within the
Company (the Senior Officers, directors and employees are
hereinafter collectively referred to as the "Employees"). This
Code covers a wide range of business practices and procedures. It
does not cover every issue that may arise, but it sets out basic
principles to guide all Employees of the Company. All Employees
should conduct themselves accordingly and seek to avoid the
appearance of improper behavior in any way relating to the
Company.

Any Employee who has any questions about the Code should consult
with the Chief Executive Officer, the President, or the Company's
audit committee (the "Audit Committee").

The Company has adopted the Code for the 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 all reports and documents that the Company files with, or
     submits to, the Securities and Exchange Commission ("SEC")
     and in other public communications made by the Company that
     are within the Senior Officer's area of responsibility;

  *  compliance with applicable governmental laws, rules and
     regulations;

  *  the prompt internal reporting of violations of the Code; and

  *  accountability for adherence to the Code.


HONEST AND ETHICAL CONDUCT
--------------------------
Each Senior Officer and member of the Board owes a duty to the
Company to act with integrity. Integrity requires, among other
things, being honest and candid. Employees must adhere to a high
standard of business ethics and are expected to make decisions
and take actions based on the best interests of the Company, as a
whole, and not based on personal relationships or benefits.
Generally, a "conflict of interest" occurs when an Employee's
personal interests is, or appears to be, inconsistent with,
interferes with or is opposed to the best interests of the
Company or gives the appearances of impropriety.

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Business decisions and actions must be made in the best interests
of the Company and should not be influenced by personal
considerations or relationships. Relationships with the Company's
stakeholders   for example suppliers, competitors and customers
should not in any way affect an Employee's responsibility and
accountability to the Company. Conflicts of interests can arise
when an Employee or a member of his or her family receive
improper gifts, entertainment or benefits as a result of his or
her position in the Company.

Specifically, each Employee must:

  1.  act with integrity, including being honest and candid while
      still maintaining the confidentiality of information when
      required or consistent with the Company's policies;

  2.  avoid violations of the Code, including actual or apparent
      conflicts of interest with the Company in personal and
      professional relationships;

  3.  disclose to the Chief Executive Officer, President, or the
      Audit Committee any material transaction or relationship
      that could reasonably be expected to give rise to a breach
      of the Code, including actual or apparent conflicts of
      interest with the Company;

  4.  obtain approval from the Chief Executive Officer, President
      or the Audit Committee before making any decisions or
      taking any action that could reasonably be expected to
      involve a conflict of interest or the appearance of a
      conflict of interest;

  5.  observe both the form and spirit of laws and governmental
      rules and regulations, accounting standards and Company
      policies;

  6.  maintain a high standard of accuracy and completeness in
      the Company's financial records;

  7.  ensure full, fair, timely, accurate and understandable
      disclosure in the Company's periodic reports;

  8.  report any violations of the Code to the Chief Executive
      Officer, President or Audit Committee;

  9.  proactively promote ethical behavior among peers in his or
      her work environment; and

  10. maintain the skills appropriate and necessary for the
      performance of his or her duties.

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DISCLOSURE
----------
As a result of the Company's status as a public company, it is
required to file periodic and other reports with the Securities
and Exchange Commission. The Company takes its public disclosure
responsibility seriously to ensure that these reports furnish the
marketplace with full, fair, accurate, timely and understandable
disclosure regarding the financial and business condition of the
Company. All disclosures contained in reports and documents filed
with or submitted to the Securities and Exchange Commission, or
other government agencies, on behalf of the Company or contained
in other public communications made by the Company must be
complete and correct in all material respects and understandable
to the intended recipient.

The Senior Officers, in relation to his or her area of
responsibility, must be committed to providing timely, consistent
and accurate information, in compliance with all legal and
regulatory requirements. It is imperative that this disclosure be
accomplished consistently during both good times and bad and that
all parties in the marketplace have equal or similar access to
this information.

All of the Company's books, records, accounts and financial
statements must be maintained in reasonable detail, must
appropriately reflect the Company's transactions, and must
conform both to applicable legal requirements and to the
Company's systems of internal controls. Unrecorded or "off the
book" funds, assets or liabilities should not be maintained
unless permitted by applicable law or regulation. Senior Officers
involved in the preparation of the Company's financial statements
must prepare those statements in accordance with generally
accepted accounting principles, consistently applied, and any
other applicable accounting standards and rules so that the
financial statements materially, fairly and completely reflect
the business transactions and financial statements and related
condition of the Company.  Further, it is important that
financial statements and related disclosures be free of material
errors.

Specifically, each Senior Officer must:

  1.  familiarize himself or herself with the disclosure
      requirements generally applicable to the Company;

  2.  not knowingly misrepresent, or cause others to
      misrepresent, facts about the Company to others, including
      the Company's independent auditors, governmental
      regulators, self-regulating organizations and other
      governmental officials:

  3.  to the extent that he or she participates in the creation
      of the Company's books and records, promote the accuracy,
      fairness and timeliness of those records; and

  4.  in relation to his or her area of responsibility, properly
      review and critically analyze proposed disclosure for
      accuracy and completeness.

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CONFIDENTIALITY
---------------
In carrying out the Company's business, directors, officers and
employees often learn confidential or proprietary information
about the Company, its customers, clients, suppliers, or joint
venture parties. Directors, officers and employees must maintain
the confidentiality of all information so entrusted to them,
except when disclosure is authorized or legally mandated.
Confidential or proprietary information of the Company, and of
other companies, includes any nonpublic information that would be
harmful to the relevant company or useful or helpful to
competitors if disclosed.

COMPLIANCE
----------
It is the Company's policy to comply with all applicable laws and
governmental rules and regulations. It is the personal
responsibility of each director, officer and employee to adhere
to the standards and restrictions imposed by those laws, rules
and regulations, including those relating to accounting and
auditing matters.

It is against Company policy and a violation of federal
securities laws for a director, officer or employee to trade in
securities on the basis of material information not yet publicly
disclosed. Any director, officer or employee who possesses
nonpublic information about the Company or its business which is
material in nature may not trade in any securities affected by
such nonpublic information, including the Company's securities,
until such time as the information has been made known to the
public. A material fact about a company is one that a reasonable
investor would be likely to consider important in making a
decision to buy, sell or hold the securities of such company.

Any director, officer or employee who is uncertain about the
legal rules involving a purchase or sale of any Company
securities or any securities in companies that he or she is
familiar with by virtue of his or her work for the Company,
should consult the Audit Committee Chair.

FAIR DEALING
------------
We have a history of succeeding through honest business
competition. We do not seek competitive advantages through
illegal or unethical business practices. Each director, officer
and employee should endeavor to deal fairly with the Company's
customers, clients, service providers, suppliers, competitors and
employees. No director, officer or employee should take unfair
advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or
any unfair dealing practice.

REPORTING VIOLATIONS
--------------------
The Company, through the Board's Audit Committee, is responsible
for applying this Code to specific situations in which questions
may arise and has the authority to interpret this Code in any
particular situation. This Code is not intended to provide a
comprehensive guideline for Senior Officers in relation to their
business activities with the Company. Any Employee may seek
clarification on the application of this Code from the Audit
Committee.

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Each Employee must:

  1.  notify the Company of any existing or potential violation
      of this Code, and failure to do so is itself a breach of
      the Code; and

  2.  not retaliate, directly or indirectly, or encourage others
      to do so, against any Employee for reports, made in good
      faith, or any misconduct or violations of the Code solely
      because that Employee raised a legitimate ethical issue.

The Audit Committee will take all action it considers appropriate
to investigate any breach of the Code reported to it. All
Employees are required to cooperate fully with any such
investigations and to provide truthful and accurate information.
If the Audit Committee determines that a breach has occurred, it
will take or authorize disciplinary or preventative action as it
deems appropriate, after consultation with the Company's counsel
if warranted, up to and including termination of employment.
Where appropriate, the Company will not limit itself to
disciplinary action but may pursue legal action against the
offending Employee involved. In some cases, the Company may have
a legal or ethical obligation to call violations to the attention
of appropriate enforcement authorities.

Compliance with the Code may be monitored by audits performed by
the Audit Committee, the Company's counsel and/or by the
Company's outside auditors. All Employees are required to
cooperate fully with any such audits and to provide truthful and
accurate information.

Any waiver of this Code for any Employee may be made only by the
Board or the Audit Committee and will be promptly disclosed to
stockholders and others, as required by applicable law. The
Company must disclose changes to and waivers of the Code in
accordance with applicable law.

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