EXHIBIT 11.1

# CODE OF BUSINESS
CONDUCT AND ETHICS 
FOR 

DIRECTORS, OFFICERS AND EMPLOYEES 
OF 
KODIAK OIL & GAS CORP.

Kodiak
Oil & Gas Corp. (the Company) is committed to the highest standards of
legal and ethical business conduct. This Code of Business Conduct and Ethics (the
Code) summarizes the legal, ethical and regulatory standards that the Company
must follow and is a reminder to our directors, officers and employees of the seriousness
of that commitment. Compliance with this Code and high standards of business conduct is
mandatory for every director, officer and employee of the Company.

# INTRODUCTION

Our
business is becoming increasingly complex in terms of the geographies in which we function
and the laws with which we must comply. To help our directors, officers and employees
understand what is expected of them and to carry out their responsibilities, we have
created this Code of Business Conduct and Ethics. Our Chief Operating Officer will have
the primary responsibility of overseeing adherence to the Code.

This
Code is not intended to be a comprehensive guide to all of our policies or to all your
responsibilities under law or regulation. It provides general parameters to help you
resolve the ethical and legal issues you encounter in conducting our business. Think of
this Code as a guideline, or a minimum requirement, that must always be followed. If you
have any questions about anything in the Code or appropriate actions in light of the Code,
you may contact the Companys Chief Operating Officer or the Chairman of the Audit
Committee.

We
expect each of our directors, officers and employees to read and become familiar with the
ethical standards described in this Code and to affirm your agreement to adhere to these
standards by signing the Compliance Certificate that appears at the end of this Code.
Violations of the law, our corporate policies, or this Code may lead to disciplinary
action, including dismissal.

|I. |  | We
Insist on Honest and Ethical Conduct By All of Our Directors,           Officers,
Employees and Other Representatives
|-- |  | ------------------------------------------------------------------------------------------------------------------------

We
have built our business based on quality employees and representatives who adhere to the
very highest standards of honesty, ethics and fairness in our dealings with all of our
business contacts. We place the highest value on the integrity of our directors, our
officers and our employees and demand this level of integrity in all our dealings. We
insist on not only ethical dealings with others, but on the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships.

---

| | Fair
Dealing
| | ------------

Directors,
officers and employees are required to deal honestly and fairly with our business
partners, suppliers, competitors and other third parties.

In
our dealings with business partners, suppliers, competitors and other third parties, we:

| |  |  | prohibit
bribes, kickbacks or any other form of improper payment, direct or indirect, to any
representative of government, labor union, supplier or other business partner in order to
obtain a contract or some other commercial benefit or government action;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | prohibit
our directors, officers and employees from accepting any bribe, kickback or improper
payment from anyone;
| | - |  | ------------------------------------------------------------------------------------------------------------------

| |  |  | prohibit
gifts or favors of more than nominal value to or from our customers or suppliers;
| | - |  | ------------------------------------------------------------------------------------------

| |  |  | limit
marketing and client entertainment expenditures to those that are necessary, prudent,
job-related and                   consistent with our policies;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | require
clear and precise communication in our contracts, our advertising, our literature, and
our other public statements and seek to eliminate misstatement of fact or misleading
impressions;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | protect
all proprietary data our customers or suppliers provide to us as reflected in our
agreements with them; and
| | - |  | -------------------------------------------------------------------------------------------------------------------

| |  |  | prohibit
our representatives from otherwise taking unfair advantage of our customers or suppliers,
or other third parties, through manipulation, concealment, abuse of privileged
information or any other unfair-dealing practice.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Conflicts
of Interest; Corporate Opportunities
| | ----------------------------------------------

Our
directors, officers and employees should not be involved in any activity that creates or
gives the appearance of a conflict of interest between their personal interests and the
interests of the Company. In particular, without the specific permission of our Board of
Directors (including contracts approved by our Board of Directors), no director, officer
or employee, or a member of his or her family shall:

| |  |  | be
a consultant to, or a director, officer or employee of, or otherwise operate an outside
business that:
| | - |  | ---------------------------------------------------------------------------------------------------------

| |  | >> |  | is
in competition with our current or potential business goals and objectives;
| |  | -- |  | ------------------------------------------------------------------------------

|Code of Ethics | Page 2
|-------------- | ------

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| |  | >> |  | supplies
products or services to the Company; or
| |  | -- |  | ------------------------------------------------

| |  | > > |  | has
any financial interest, including significant stock ownership, in any entity with which
we do business that might create or give the appearance of a conflict of interest;
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | seek
or accept any personal loan or services from any entity with which we do business, except
from financial institutions or service providers offering similar loans or services to
third parties under similar terms in the ordinary course of their respective businesses;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | be
a consultant to, or a director, officer or employee of, or otherwise operate, an outside
business if the demands of the outside business would interfere with the directors,
officers or employees responsibilities to us, (if in doubt, consult your
supervisor or our Chief Operating Officer);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | accept
any personal loan or guarantee of obligations from the Company, except to the extent such
arrangements are legally permissible; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------

| |  |  | conduct
business on behalf of the Company with immediate family members, which include spouses,
children, parents, siblings and persons sharing the same home whether or not legal
relatives.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Directors,
officers, and employees must immediately notify the Chair of our Audit Committee of the
existence of any actual or potential conflict of interest. The circumstances will be
reviewed for a decision on whether a conflict of interest is present, and if so, what
course of action is to be taken.

| | Confidentiality
and Corporate Assets
| | ------------------------------------

Our
directors, officers and employees are entrusted with our confidential information and with
the confidential information of our business partners. This information may include (1)
technical or other information about current and future projects or endeavors, (2)
business or marketing plans or projections, (3) earnings and other internal financial
data, (4) personnel information, (5) lists of current, past and potential business
partners and (6) other non-public information that, if disclosed, might be of use to our
competitors, or harmful to our business partners. This information is our property, or the
property of our business partners, and in many cases was developed at great expense.
Unless authorized by written approval or required by applicable law, our directors,
officers and employees shall not:

| |  |  | discuss
confidential information with or in the presence of any unauthorized persons, including
family members                   and friends;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | use
confidential information for illegitimate business purposes or for personal gain;
| | - |  | -------------------------------------------------------------------------------------

|Code of Ethics | Page 3
|-------------- | ------

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| |  |  | disclose
confidential information to unauthorized third parties; or
| | - |  | -------------------------------------------------------------------

| |  |  | use
the Company property or resources for any personal benefit or the personal benefit of
anyone else. The Company property includes, without limitation, the Companys
internet, email, and voicemail services, which should be used only for business related
activities, and which may be monitored by the Company at any time without notice.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|II. |  | We
Provide Full, Fair, Accurate, Timely and Understandable Disclosure
|--- |  | ---------------------------------------------------------------------

We
are committed to providing our stockholders and investors with full, fair, accurate,
timely and understandable disclosure in the reports that we file with the Securities and
Exchange Commission. To this end, our directors, officers and employees shall:

| |  |  | not
make false or misleading entries in our books and records for any reason;
| | - |  | -----------------------------------------------------------------------------

| |  |  | not
condone any undisclosed or unrecorded bank accounts or assets established for any purpose;
| | - |  | ----------------------------------------------------------------------------------------------

| |  |  | comply
with generally accepted accounting principles at all times;
| | - |  | ------------------------------------------------------------------

| |  |  | notify
our Chair of our Audit Committee if there is an unreported transaction;
| | - |  | ------------------------------------------------------------------------------

| |  |  | maintain
a system of internal accounting controls that will provide reasonable assurances to
management that                   all transactions are properly recorded;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | maintain
books and records that accurately and fairly reflect our transactions;
| | - |  | -------------------------------------------------------------------------------

| |  |  | prohibit
the establishment of any undisclosed or unrecorded funds or assets;
| | - |  | ----------------------------------------------------------------------------

| |  |  | maintain
a system of internal controls that will provide reasonable assurances to our management
that material information about the Company is made known to management, particularly
during the periods in which our periodic reports are being prepared;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | present
information in a clear and orderly manner and avoid the use of unnecessary legal and
financial language in our periodic reports; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | not
communicate to the public any nonpublic information except through, or as approved by,
our Chair of our Audit Committee or Chief Executive Officer.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

|III. |  | We
Comply With all Laws, Rules and Regulations
|---- |  | ----------------------------------------------

We
will comply with all laws and governmental regulations that are applicable to our
activities, and expect all our directors, officers and employees to obey the law.
Specifically, we are committed to:

|Code of Ethics | Page 4
|-------------- | ------

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| |  |  | maintaining
a safe and healthy work environment;
| | - |  | ------------------------------------------------

| |  |  | promoting
a workplace that is free from discrimination or harassment based on race, color,
religion, sex, age, national origin, disability or other factors that are unrelated to
the Companys business interests;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | supporting
fair competition and laws prohibiting restraints of trade and other unfair trade
practices;
| | - |  | ------------------------------------------------------------------------------------------------------

| |  |  | conducting
our activities in full compliance with all applicable environmental laws;
| | - |  | ------------------------------------------------------------------------------------

| |  |  | keeping
the political activities of our directors, officers and employees separate from our
business;
| | - |  | -----------------------------------------------------------------------------------------------------

| |  |  | prohibiting
any illegal payments, gifts, or gratuities to any government officials or political party;
| | - |  | ------------------------------------------------------------------------------------------------------

| |  |  | prohibiting
the unauthorized use, reproduction, or distribution of any third partys trade secrets,
copyrighted                   information or confidential information;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | complying
with all applicable state and federal securities laws and the provisions of applicable
state and                   federal law relating to fraud against stockholders; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | not
tolerating any behavior that could constitute securities fraud, mail fraud, bank fraud,
or wire fraud.
| | - |  | ----------------------------------------------------------------------------------------------------------

Our
directors, officers and employees are prohibited from trading our securities while in
possession of material, nonpublic (inside) information about the Company. Our
Insider Trading Policy describes the nature of inside information and the related
restrictions on trading.

# REPORTING AND EFFECT
OF VIOLATIONS

Compliance
with the Code is, first and foremost, the individual responsibility of every director,
officer and employee. We attempt to foster a work environment in which ethical issues and
concerns may be raised and discussed with supervisors or with others without the fear of
retribution. It is our responsibility to make a system of reporting and access available
should you wish to report a suspected violation or seek counseling regarding a suspected
violation.

| | Administration
| | --------------

Our
Board of Directors and Audit Committee have established the standards of business conduct
contained in this Code and oversee compliance with this Code. They have also charged the
Chief Operating Officer with ensuring adherence to the Code. While serving in this
capacity, the Chief Operating Officer reports directly to the Board of Directors.

|Code of Ethics | Page 5
|-------------- | ------

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Information
regarding this code will be included in the orientation of new employees and provided to
existing directors, officers, and employees on an on-going basis. To ensure familiarity
with the Code, directors, officers, and employees will be asked to read the Code and sign
a Compliance Certificate annually.

| | Reporting
Violations and Questions
| | ----------------------------------

Directors,
officers, and employees must report, in person or in writing, any known or suspected
violations of laws, governmental regulations or the Code to the Chairman of the Audit
Committee of our Board of Directors. Additionally, directors, officers, and employees may
contact the Chief Operating Officer or the Chairman of the Audit Committee with a question
or concern about the Code or a business practice. Any questions or violation reports will
be addressed immediately and seriously, and can be made anonymously. If you feel
uncomfortable reporting suspected violations to these individuals, you may report matters
to Dorsey & Whitney LLP, our outside counsel. The address and telephone number of
these individuals are listed in the attachment to the Code.

It
is not sufficient to report a suspected violation of the Code to a co-worker or to any
person other than one of the individuals designated above.

Upon
receipt of a complaint under the Code, the Company will investigate the complaint and will
involve agencies and resources outside the Company if and/or when such outside involvement
appears advisable or necessary. The report and investigation will be kept confidential to
the extent consistent with the need for a thorough investigation and response and taking
into consideration the Companys disclosure obligations and requirements.

| | Consequences
of a Violation
| | ---------------------------

If
it is determined that a director, officer or employee of the Company has violated the
Code, the Company will take appropriate action including, but not limited to, disciplinary
action, up to and including termination of employment. If it is determined that a
non-employee (including any consultant, contractor, subcontractor, or other agent) has
violated the Code, the Company will take appropriate corrective action, which could
include severing the consultant, contractor, subcontractor, or agency relationship. In
either event, the Company will take necessary corrective action reasonably calculated to
address and to correct the alleged violation.

We
will not allow any retaliation against a director, officer or employee who acts in good
faith in reporting any violation.

The
Company is committed to maintaining an environment in which people feel free to report all
suspected incidents of inaccurate financial reporting or fraud. No retaliatory action will
be taken against any person who reports any conduct which he or she reasonably believes
may violate the Code. In addition, no retaliatory action will be taken against any
individual who in good faith assists or participates in an investigation, proceeding, or
hearing relating to a complaint about the Companys auditing or financial
disclosures, or who files, causes to be filed, testifies, or otherwise assists in such a
proceeding against the Company.

|Code of Ethics | Page 6
|-------------- | ------

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REPORTING CONTACTS

|Reporting Contacts:             
Name: __________________________                           
Address: ________________________                        
_______________________________                                
Phone: __________________________                          
E-mail:  __________________________ | The Chair of our Audit Committee: 
Name: __________________________                           
Address: ________________________                        
_______________________________                                
Phone: __________________________                          
E-mail:  __________________________
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additional Reporting Contact:

| | Our
Outside Counsel:
| | --------------------

| | Randal R. Jones, Esq.
Dorsey & Whitney LLP
U.S. Bank Centre
1420 Fifth Avenue, Suite 3400
Seattle, WA 98101-4010
Direct: 206-903-8814
Main: 206-903-8800
Fax: 206-903-8820
E-mail:  jones.randal@dorsey.com
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Code of Ethics | Page 7
|-------------- | ------

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# COMPLIANCE CERTIFICATE

I
have read and understand the Code of Business Conduct and Ethics (the Code) of
Kodiak Oil & Gas Corp. (the Company). I will adhere in all respects to the
ethical standards described in the Code. I further confirm my understanding that any
violation of the Code will subject me to appropriate disciplinary action, which may
include demotion or discharge.

I
certify to the Company that I am not in violation of the Code, unless I have noted such
violation in a signed Statement of Exceptions attached to this Compliance Certificate.

|Date: ____________________ | Name: ___________________________________           
Title/Position: _____________________________
|-------------------------- | --------------------------------------------------------------------------------------------------

Check one of the following:

| |  | A
Statement of Exceptions is attached.
| |  | --------------------------------------

| |  | No
Statement of Exceptions is attached.
| |  | ---------------------------------------

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