OCONEE FINANCIAL CORPORATION
                             CODE OF ETHICAL CONDUCT

         The Chief Executive Officer (principal executive officer), Chief
Financial Officer (principal financial officer) and Controller (principal
accounting officer) of Oconee Financial Corporation (the "Company") must:

     o    Act honestly and ethically, avoiding actual or apparent conflicts of
          interest in personal and professional relationships.

     o    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 made by the Company.

     o    Comply with applicable laws, rules, and regulations of federal, state,
          and local governments and other appropriate private and public
          regulatory agencies.

     o    Act in good faith and responsibly, with due care, competence, and
          diligence, without misrepresenting material facts.

     o    Respect the confidentiality of information acquired in the course of
          employment.

     o    Share knowledge and maintain skills necessary and relevant to the
          Company's needs.

     o    Proactively promote ethical and honest behavior within the workplace.

     o    Assure responsible use of and control of all assets, resources, and
          information of the Company.

     o    Promptly report to a member of the Company's Audit Committee any
          violations of this Code.

         Those who violate the Code, or who fail to cooperate fully with any
inquiries or investigations regarding possible violations of the Code, will be
subject to disciplinary action, including possible termination.

         The Board of Directors shall have the sole and absolute discretionary
authority to approve any changes to or waiver from this Code. Any change or
waiver, including the grounds for such waiver, shall be promptly disclosed
through a filing with the SEC on Form 8-K or the Company's internet website;
provided, however, disclosure may only be made on the Company's internet website
in lieu of a report on Form 8-K if the Company has disclosed in its most recent
Form 10-KSB that it would disclose such events on the Company's internet website
and provided the website address.




                                                       Adopted December 17, 2003
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                          OCONEE FINANCIAL CORPORATION
                        CERTIFICATION TO COMPLY WITH THE
                             CODE OF ETHICAL CONDUCT

         In my role as __________________ of Oconee Financial Corporation (the
"Company"), I certify to you, the Board of Directors, that I will adhere to and
advocate the Code of Ethical Conduct.



Date:                                       By:
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                                            Name:
                                                 ------------------------------

                                            Title:
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