Exhibit 14.1
                             HENNESSY ADVISORS, INC.

                                 SARBANES-OXLEY
               CODE OF ETHICS FOR THE PRINCIPAL EXECUTIVE OFFICER,
          PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER

                           (Adopted February 5, 2003)
       Introduction
       ------------

               All of the officers of Hennessy Advisors, Inc. (the Company) are
       expected to maintain high ethical standards of conduct and to comply with
       applicable laws and governmental regulations. Officers include, without
       limitation, the principal executive officer, principal financial officer,
       executive vice presidents and the controller (referred to herein as the
       "Senior Financial Officers"). In this regard, the Company requires all of
       its officers, including the Senior Financial Officers, to adhere to such
       other rules, codes and guidelines as the Company may adopt from time to
       time, including, without limitation, the code of ethics adopted pursuant
       to Rule 17j-1 under the Investment Company Act of 1940 (collectively, the
       "Fund Guidelines").

               To deter wrongdoing and to promote honest and ethical conduct;
       compliance with applicable laws and regulations; avoidance of conflicts
       of interest; and, full, fair, accurate, timely and understandable
       disclosure in the Company's public filings and communications, the
       Company has approved this Sarbanes-Oxley Code of Ethics to codify certain
       standards to which the Senior Financial Officers will be held accountable
       and certain specific duties and responsibilities applicable to the Senior
       Financial Officers. As professional and ethical conduct of the Senior
       Financial Officers is essential to the proper conduct and success of the
       Company's business, the Senior Financial Officers must adhere to the
       standards, duties and responsibilities set forth in this Sarbanes-Oxley
       Code of Ethics in addition to adhering to the Fund Guidelines. To the
       fullest extent possible, the Fund Guidelines and this Sarbanes-Oxley Code
       of Ethics should be read to supplement one another. If there is a
       conflict between the Fund Guidelines and this Sarbanes-Oxley Code of
       Ethics, then this Sarbanes-Oxley Code of Ethics will control.

       Code of Ethics
       --------------
       General Standards
       -----------------

               The Company and its Board of Directors will hold each Senior
       Financial Officer accountable for adhering to and advocating the
       following standards to the best of his or her knowledge and ability:

               A.       Act in an honest and ethical manner, including the
                        avoidance of actual or apparent conflicts of interest
                        between personal and professional relationships;

               B.       Comply with all applicable laws, rules and regulations
                        of federal, state and local governments (both United
                        States and foreign) and other applicable regulatory
                        agencies (collectively, the "Laws");

               C.       Proactively promote full, fair, accurate, timely and
                        understandable disclosure in reports and documents that
                        the Company files with, or submits to, the Securities
                        and Exchange Commission (the "SEC") and in other public
                        communications the Company makes; and

               D.       Proactively promote ethical and honest behavior within
                        the Company, including, without limitation, the prompt
                        reporting of violations of, and being accountable for
                        adherence to, this Sarbanes-Oxley Code of Ethics.

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       Specific Duties and Responsibilities
       ------------------------------------

               In adhering to and advocating the standards set forth above, each
       Senior Financial Officer shall fulfill the following duties and
       responsibilities to the best of his or her knowledge and ability:

               1.  Each Senior Financial Officer shall handle all conflicts of
                   interest between his or her personal and professional
                   relationships in an ethical and honest manner, and shall
                   disclose in advance to the Audit Committee of the Company's
                   Board of Directors ("Audit Committee") the relevant details
                   of any transaction or relationship that reasonably could
                   be expected to give rise to an actual or apparent conflict of
                   interest between the Company and each Senior Financial
                   Officer.  The Audit Committee shall thereafter take such
                   action with respect to the conflict of interest as it shall
                   deem appropriate.  It is the general policy of the Company
                   that conflicts of interest should be avoided whenever
                   practicable.  For purposes of this Sarbanes-Oxley Code of
                   Ethics, a "conflict of interest" will be deemed to be present
                   when an individual's  private interest  interferes in any
                   way, or even appears to interfere, with the interests of the
                   Company as a whole.

               2.  Each Senior Financial Officer will use his or her best
                   efforts to ensure the timely and understandable disclosure of
                   information that, in all material respects, is accurate,
                   complete, objective and relevant in all reports and documents
                   the Company files with, or submits to, the SEC or in other
                   public communications that the Company makes. As part of this
                   undertaking, each Senior Financial Officer will periodically
                   consider the adequacy and effectiveness of the Company's
                   "internal controls" and "disclosure controls and procedures"
                   (as such terms are defined or used in rules proposed or
                   adopted by the SEC).

               3.  Each Senior Financial Officer will use his or her best
                   efforts to ensure compliance in all material respects by
                   such Senior Financial Officer and the Company with all
                   applicable Laws.

               4.  Each Senior Financial Officer shall respect the
                   confidentiality of information acquired in the course of
                   his or her work and shall not disclose such information,
                   except when the Senior Financial Officer believes he or
                   she is authorized or legally obligated to disclose the
                   information. No Senior Financial Officer may use
                   confidential information acquired in the course of his
                   or her work for his or her personal advantage


               5.  No Senior Financial Officer may take or direct or allow
                   any other person to take or direct any action to
                   fraudulently influence, coerce, manipulate or mislead
                   the Company's independent auditing firm.

               6.  No Senior Financial Officer may engage the Company's
                   auditing firm to perform audit or non-audit services
                   without the Audit Committee's (or its designee's)
                   pre-approval in accordance with the Audit Committee's
                   charter.

       Reporting Violations
       --------------------

               If any person believes that a Senior Financial Officer has
       violated this Sarbanes-Oxley Code of Ethics or the Company has or is
       about to violate a Law, or a Senior Financial Officer believes that he or
       she is being asked to violate this Sarbanes-Oxley Code of Ethics or any
       Law in the performance of his or her duties for the Company, then the
       matter should be promptly reported to the Audit Committee. The Audit
       Committee will take appropriate steps to maintain the


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       confidentiality of the reporting person's identity, to the extent
       consistent with the Company's obligations to investigate and remedy the
       matter and, if appropriate, to report the matter to government officials.
       Persons may report violations of this Sarbanes-Oxley Code of Ethics on an
       anonymous basis. No retribution will be taken against a person for
       reporting, in good faith, a violation or suspected violation of this
       Sarbanes-Oxley Code of Ethics.

       Interpretation and Enforcement
       ------------------------------

               The Audit Committee is responsible for overseeing the
       interpretation and enforcement of this Sarbanes-Oxley Code of Ethics.
       When the Audit Committee considers any matter relating to this
       Sarbanes-Oxley Code of Ethics, it shall act in executive session.

               Each Senior Financial Officer will be held accountable for his or
       her adherence to this Sarbanes-Oxley Code of Ethics by the Company's
       Board of Directors. A Senior Financial Officer's failure to adhere to
       this Sarbanes-Oxley Code of Ethics will be subject to appropriate
       disciplinary action, ranging from warnings to possible termination or
       removal.

               Only the Audit Committee may waive or amend this Sarbanes-Oxley
       Code of Ethics. All such waivers and amendments must be publicly
       disclosed in a manner that complies with the requirements of the SEC and
       other applicable Laws.




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