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                                                                    EXHIBIT 14.1

                           THE SPORTSMAN'S GUIDE, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         All employees, officers and directors of the Company should respect and
comply with all laws, rules and regulations of federal, state and local
jurisdictions in which the Company conducts business or which are applicable to
the Company. Legal compliance should include, without limitation, compliance
with the insider trading prohibitions of the federal securities laws. Generally,
employees, officers and directors who have access to or knowledge of material
non-public information from or about the Company are not permitted to buy, sell
or otherwise trade in the Company's common stock, whether or not they are using
or relying on the information. This restriction extends to sharing or tipping
others about the information. In addition, the Company has implemented trading
restrictions (blackout periods) to reduce the risk, or appearance, of insider
trading. Company employees, officers and directors are directed to the Company's
Insider Trading Policy if they have any questions regarding insider trading
prohibitions.

2. CONFLICTS OF INTEREST

         All employees, officers and directors of the Company should avoid any
conflict of interest with regard to the Company. A "conflict of interest" occurs
whenever an individual's private interests interfere or conflict in any way, or
even appear to interfere or conflict, with the interests of the Company. A
conflict situation can arise when an employee, officer or director takes actions
or has interests that may make it difficult to perform his or her Company work
objectively and effectively. Conflicts of interest may also arise when an
employee, officer or director, or members of his or her family, receives
improper personal benefits as a result of his or her position in the Company,
whether received from the Company or a third party. Loans to, or guarantees of
obligations of, employees, officers and directors and their respective family
members may create conflicts of interest. Federal law prohibits loans to
directors and executive officers.

         Conflicts of interest are prohibited as a matter of Company policy.
Conflicts of interest may not always be clear-cut. If you have any questions,
you should consult with higher levels of management or the Company's legal
counsel. Any employee, officer or director who becomes aware of a conflict or
potential conflict should bring it to the attention of a supervisor, manager or
other appropriate personnel.

3. CORPORATE OPPORTUNITY

         Employees, officers and directors are prohibited from (i) taking for
themselves personally opportunities that properly belong to the Company or are
discovered through the use of corporate property, information or position, (ii)
using corporate property, information or position for personal gain, and (iii)
competing with the Company. Employees, officers and directors owe a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.



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4. CONFIDENTIALITY

         Employees, officers and directors of the Company must maintain the
confidentiality of confidential information entrusted to them by the Company or
its suppliers or customers, except when disclosure is authorized by the Company
or required by law, regulations or legal proceedings. Confidential information
includes all non-public information that might be of use to competitors of the
Company, or harmful to the Company or its customers if disclosed.

5. FAIR DEALING

         Each employee, officer and director should endeavor to deal fairly with
the Company's customers, suppliers, competitors and employees. None should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing practice.

6. PROTECTION AND PROPER USE OF COMPANY ASSETS

         All employees, officers and directors should protect the Company's
assets and ensure their efficient use. Theft, carelessness and waste have a
direct impact on the Company's profitability. All Company assets should be used
for legitimate business purposes.

7. ACCOUNTING COMPLAINTS

         The Company's policy is to comply with all financial reporting and
accounting regulations applicable to the Company. If any employee, officer or
director of the Company has concerns or complaints regarding questionable
accounting or auditing matters of the Company, then he or she is encouraged to
submit those concerns or complaints (anonymously, confidentially or otherwise)
to the Audit Committee of the Board of Directors which will, subject to its
duties under applicable law, regulations and legal proceedings, treat such
submissions confidentially. Such submissions may be directed to the attention of
the Chairman of the Audit Committee, or any other director who is a member of
the Audit Committee, at the principal executive offices of the Company. The
members of the Audit Committee are listed in the Company's proxy statement for
its annual meeting of shareholders.

8. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

         Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and, when in
doubt, about the best course of action in a particular situation. Employees,
officers and directors who are concerned that violations of this Code or other
illegal or unethical conduct by employees, officers or directors of the Company
have occurred or may occur should contact their supervisor or superiors. If they
do not believe it appropriate or are not comfortable approaching their
supervisor or superiors about their concerns or complaints, then they may
contact the Audit Committee of the Board of Directors. If their concerns or
complaints require confidentiality, including keeping their identity anonymous,
then this confidentiality will be protected, subject to applicable law,
regulation or legal proceedings.

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9. NO RETALIATION

         The Company will not permit retaliation of any kind by or on behalf of
the Company and its employees, officers and directors against good faith reports
or complaints of violations of this Code or other illegal or unethical conduct.

10. ADHERENCE TO CODE

         The Company expects compliance with this Code and all applicable laws,
rules and regulations by all employees, officers and directors. Persons who
violate this Code or applicable laws, rules or regulations are subject to
disciplinary and/or corrective measures appropriate to the violation, up to and
including termination of employment and reporting violators to the appropriate
authorities.

11. PUBLIC COMPANY REPORTING

         The Company is committed to full, fair, accurate, timely and
understandable disclosure in the reports and documents it files with the
Securities and Exchange Commission and in other public communications it makes.
Depending on their position with the Company, an employee, officer or director
may be called upon to provide necessary information to assure that the Company's
public reports and other public communications are complete, fair and
understandable. The Company expects employees, officers and directors to take
this responsibility seriously and to provide prompt accurate answers to
inquiries related to the Company's public disclosure requirements.

12. AMENDMENT, MODIFICATION AND WAIVER

         This Code may be amended, modified or waived by the Board of Directors,
subject to the disclosure and other provisions of applicable law, rules,
regulations and listing standards.

13. NO CONTRACT OF EMPLOYMENT

         This Code is not an express or implied contract of employment and does
not create any contractual rights of any kind between the Company and its
employees, officers and directors. All employees should understand that this
Code does not modify their employment relationship, whether at will or governed
by contract.

         The Company reserves the right to amend, alter or terminate this Code
at any time and for any reason.

Adopted:  September 30, 2003

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