<DOCUMENT>
<TYPE>EX-99.CODE ETH
<SEQUENCE>2
<FILENAME>c40119_ex99-code.txt
<TEXT>

                                                                 EX-99. CODE ETH



                              ASA (BERMUDA) LIMITED

          CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS


I.      PURPOSE OF CODE OF ETHICS

        The Board of Directors of ASA (Bermuda) Limited ("Company") has adopted
this Code of Ethics ("Code") to promote the honest and ethical conduct of the
Covered Officers (as described below), including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships; to promote full, fair, accurate, timely and understandable
disclosure in reports and documents the Company files with, or submits to, the
United States Securities and Exchange Commission ("SEC") and in other public
communications made by the Company; and to promote compliance with applicable
laws and governmental rules and regulations. This Code was adopted for purposes
of Section 406 of the Sarbanes-Oxley Act and the applicable rules and forms
thereunder. Covered Officers, as well as others, are subject to other policies
and procedures in respect of their positions with the Company.


II.     INTRODUCTION

        The Code of Ethics is applicable to the Company's principal executive
officer and principal financial officer ("Covered Officers," each of whom is
identified on Exhibit A).

        Each Covered Officer is expected to act with integrity and honesty,
adhere to a high standard of business ethics and be sensitive to situations that
may give rise to actual as well as apparent conflicts of interest.

        Waivers of this Code may be made only by the Board of Directors or the
Ethics Committee of the Board and will be disclosed in accordance with
applicable law.



III.    CONFLICTS OF INTEREST

        A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interest of, or his service to, the Company. For
example, a conflict of interest would arise if a Covered Person used, or
attempted to use, his position with the Company to obtain any improper personal
benefit for himself, his family members, or any other person.
<PAGE>


        Certain conflicts of interest that may arise are already subject to
conflict of interest provisions in the Investment Company Act of 1940 ("1940
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 Company because of their status as "affiliated persons" of the Company. The
Company's compliance programs and procedures are designed to address those
conflicts of interest and such conflicts are not covered by this Code.

        Although it is not possible to list and address every conceivable
conflict, the following are examples of actions that Covered Officers must take
to avoid conflict of interest situations. Each Covered Officer must not:

        o       use his personal influence or relationships improperly to
                influence investment decisions or financial reporting by the
                Company for the purpose of benefiting personally to the
                detriment of the Company;

        o       cause the Company to take actions, or fail to take action, for
                the personal benefit of the Covered Officer rather than the
                benefit of the Company;

        o       without the approval of the President (or, with respect to the
                President, approval of the Ethics Committee), accept employment
                with or serve as a director of another investment company, an
                investment adviser or any public company;

        o       accept any business related gift in excess of $100;

        o       accept any entertainment from any company with which the Company
                has 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 reasonable question of impropriety;

        o       without the approval of the President (or, with respect to the
                President, approval of the Ethics Committee), have or acquire
                any ownership interest in, or any consulting or employment
                relationship with, any of the Company's service providers; and

        o       have a direct or indirect financial interest in commissions,
                transaction charges or spreads paid by the Company for effecting
                portfolio transactions.

<PAGE>


IV.     COMPLIANCE AND DISCLOSURE

        Each Covered Officer:

        o       is responsible for adhering to and promoting compliance with the
                standards and restrictions imposed by applicable laws, rules and
                regulations;

        o       is responsible for maintaining familiarity with the disclosure
                requirements applicable to the Company;

        o       shall not knowingly misrepresent, omit, or cause others to
                misrepresent or omit, material facts about the Company to
                others, whether within or outside of the Company, including the
                Company's directors and independent auditors and governmental
                regulators;

        o       shall, to the extent appropriate within his area of
                responsibility, consult with other officers and employees of the
                Company and its service providers with the goal of promoting
                full, fair, accurate, timely and understandable disclosure in
                the reports and documents the Company files with, or submits to,
                the SEC and in other public communications made by the Company;

        o       shall not coerce, manipulate, mislead or fraudulently influence
                any auditor engaged in the performance of an audit of the
                Company's financial statements or accounting books and records;

        o       shall not retaliate against any other Covered Officer or any
                other officer or employee of the Company for reports of
                potential violations that are made in good faith.

        o       shall promptly bring to the attention of the President, the
                Ethics Committee and the Audit Committee any information he may
                have concerning (a) significant deficiencies and material
                weaknesses in the design or operation of internal controls over
                financial reporting which are likely to adversely affect the
                Company's ability to record, process, summarize, and report
                financial information, and (b) any fraud, whether or not
                material, that involves management or other employees who have a
                significant role in the Company's internal control over
                financial reporting; and

        o       shall promptly bring to the attention of the Chief Legal
                Officer, the President and the Ethics Committee any information
                he may have concerning evidence of a material violation of the
                securities laws or other

<PAGE>


                laws, rules or regulations applicable to the Company or of a
                violation of this Code.


V.      ACCOUNTABILITY

        The Ethics Committee shall have the power to monitor, investigate and
recommend action to the Board with respect to violations of this Code. The
Board, with the advice of the Ethics Committee, shall determine appropriate
actions to be taken in the event of violations of this Code by the Covered
Officers. Such actions shall be reasonably designed to deter wrongdoing and to
promote accountability for adherence to this Code. In determining what action is
appropriate in a particular case, the Board shall take into account all relevant
information, including the nature and severity of the violation, whether the
violation was a single occurrence or involved repeated occurrences, whether the
violation appears to have been intentional or inadvertent, whether the
individual in question had been advised prior to the violation as to the
appropriate course of action and whether or not the individual in question had
committed other violations in the past.


VI.     ACKNOWLEDGEMENT OF COVERED OFFICER

        Upon becoming subject to this Code, each Covered Officer must affirm in
writing to the Board that he has received, read and understands the Code.
Thereafter, each Covered Officer must affirm annually to the Board that he has
complied with the requirements of the Code.


VII.    CONFIDENTIALITY OF REPORTS AND RECORDS

        All reports and records prepared or maintained pursuant to this Code
will 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 Board, the Ethics Committee, the
Audit Committee and, as appropriate, their advisers.

VIII.

        Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by the Board of Directors, including a majority of its
independent directors.


Date:   November 11, 2004

<PAGE>


                                    EXHIBIT A
                     PERSONS COVERED BY THIS CODE OF ETHICS





Robert J.A. Irwin - Principal Executive and Financial Officer

</TEXT>
</DOCUMENT>
