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                                                                EXHIBIT 14.1




                            (PERKINS RESTAURANT LOGO)

                             THE RESTAURANT COMPANY
                           PERKINS RESTAURANT & BAKERY

                            CODE OF BUSINESS CONDUCT





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The following areas are covered by this policy:

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        CONTENTS                                                              PAGE
<S>     <C>                                                                   <C>
  1.0   Scope and Administration .............................................  1

  2.0   Our Principles .......................................................  1

  3.0   Conflicts of Interest, Gifts, Gratuities,
        Bribery and Kickbacks ................................................  1

  3.1   Meals, Entertainment and Travel ......................................  2

  3.2   Outside Employment ...................................................  2

  3.3   Corporate Boards .....................................................  2

  3.4   Corporate Business Opportunity .......................................  2

  4.0   Confidential Information .............................................  2

  4.1   Release of Information about the Company .............................  3

  5.0   Use of Company Assets ................................................  3

  6.0   Government Relations .................................................  4

        OTHER RELATED POLICIES

  7.0   Fair Treatment .......................................................  4

  7.1   Travel and Entertainment .............................................  4

  8.0   Discipline ...........................................................  4

  8.1   Individual Judgment ..................................................  4

  9.0   Certification & Acknowledgment .......................................  5

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                          1.0 SCOPE AND ADMINISTRATION

         No corporate code can cover every possible question of business
practice. If in doubt, ask your superior or higher authority before you act.
Compliance with the Code is the responsibility of every employee. Persons in
management positions have a special responsibility to demonstrate high ethical
standards and to create an environment that supports ethical behavior.

         The nature of management responsibility is such that under some
circumstances individual managers as well as the Company may be liable under the
law for the acts of employees within the managers' responsibilities, even if the
manager had no actual knowledge of the specific misconduct.

         The Vice President of Human Resources is the corporate officer who will
administer overall compliance with this Policy. The Company's Internal Audit
Department will from time to time audit compliance with the Code as will the
General Counsel. You should feel free to contact any of these persons with
questions about this Policy if you see any potential or suspected violations
without fear of retribution.

                               2.0 OUR PRINCIPLES

         Our business practices are governed by the Perkins Guiding Principles.
In furtherance of that goal, we will deal fairly and honestly with our fellow
employees, our franchisees, our suppliers, our customers and public authorities.
We will comply with all applicable laws and regulations and the best generally
accepted business and social standards within our industry and within the
communities in which we do business.

                  3.0 CONFLICTS OF INTEREST, GIFTS, GRATUITIES,
                              BRIBERY AND KICKBACKS

         Every employee owes a duty of loyalty to the Company and in business
matters must act solely for the benefit of the Company. Each employee therefore
must remain free of interests or relationships which are, or appear to be,
directly or indirectly harmful or detrimental to the Company's interests or
which give the appearance of undue influence in decision-making.

         Employees are prohibited from soliciting or accepting any kind of
compensation, bribery/kickbacks, rebates or rewards for doing business with
suppliers, distributors, brokers, consultants, franchisees or any other persons
doing business with the Company. Employees may not grant requests or accept
gifts, trips or entertainment or other non-monetary favors or gratuities from
the Company's business associates that exceed customary practices extended in
accordance with accepted ethical business practices in our industry. Gifts may
be accepted if they are of nominal value (normally less than $50). If in doubt
about the propriety -- ask.

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         Employees may not hold financial or other ownership interests, whether
of equity or debt, directly or indirectly, in franchisees, suppliers,
distributors, brokers, consultants or any other persons doing business with the
Company where such an interest could result in a conflict.

                       3.1 MEALS, ENTERTAINMENT AND TRAVEL

         Meals, entertainment and travel may be accepted if reasonable in value
considering the nature of the event, the number and identity of other guests, or
infrequency of the occasion, provided business is conducted. As an example, a
sales event conducted by a vendor where guests from several organizations are
invited can be considered acceptable.

                             3.2 OUTSIDE EMPLOYMENT

         The Company requires the full-time efforts and attention of its
employees. In general, this level of effort and attention makes it impractical
for employees to pursue extensive employment outside the Company. Moreover,
outside employment also could lead to a conflict of interest for the employee.
Consequently, any outside employment must be approved in advance by the Vice
President of Human Resources.

                              3.3 CORPORATE BOARDS

         A member of the board of directors of a corporation or similar entity
has access to sensitive information that charts the course of the organization.
When a Company employee is invited to play that role for an outside
organization, the Company must take safeguards to shield both the organization
and the employee from even the appearance of impropriety. For that reason, prior
approval is required before any employee can accept a position as a member of
the board of directors of another company.

                       3.4 CORPORATE BUSINESS OPPORTUNITY

         Each employee owes the Company a duty of loyalty. That duty is violated
if the employee personally profits from a business opportunity which rightfully
belongs to the Company. This problem arises when an employee has an interest,
direct or indirect, in an entity which offers a product or service which could
be offered by the Company, or when an employee directly or indirectly offers
such a product or service in competition with the Company. Ask yourself, did
this idea come from my working as an employee of Perkins and could Perkins be
interested in being in this business. If you have any other doubts about
business circumstance -- ask.

                          4.0 CONFIDENTIAL INFORMATION

         One of the Company's most important assets is its confidential
corporate information. The Company's legal obligations and its competitive
position mandate that this information remain strictly confidential.

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         Confidential corporate information generally falls into two categories.
The first category encompasses information intended for internal use only. This
information typically relates to the Company's business strategies and
operations, such as pricing policies, production techniques, "trade secrets"
(confidential information used in the course of business to give the Company a
competitive advantage), recipes and marketing strategies. The Company endeavors
to keep this information strictly confidential indefinitely.

         The second category, by contrast, involves confidential corporate
information which the Company routinely and periodically discloses to the
investing public, its lenders and other parties with which the Company does
business. This information often gauges the Company's financial performance
(e.g., quarterly financial results of the Company's operations) or identifies
events which have a significant (or "material") effect on the value of the
Company and any of its outstanding publicly owned equity or debt securities.

         Confidential corporate information must not be disclosed by employees
to anyone outside the Company, except for a legitimate business purpose (such as
contacts with the Company's accountants, its outside lawyers or vendors with
whom the Company has contracted). Even within the Company, confidential
corporate information should be discussed only with those who have a need to
know the information. An employee's obligation to safeguard confidential
corporate information continues even after the employee leaves the Company.

                  4.1 RELEASE OF INFORMATION ABOUT THE COMPANY

         The Company has designated spokespersons and arranges for the regular
release of information through them exclusively. All requests for information
should be referred to the Chief Financial Officer, the General Counsel or the
Vice-President Operations Administration or other designees as assigned.
Releasing any corporate information through any other channels is a violation of
this Code of Business Conduct.

                            5.0 USE OF COMPANY ASSETS

         There are a number of perquisites/business tools that are given to or
accessible to Perkins Employees. Occasional and limited use of them for personal
reasons does not constitute a violation of the Code of Conduct Policy (e.g., use
of cellular phone for "reasonable" personal calls, or the use of a P.C. for an
occasional personal e-mail or minor use of photo copy machine for non-work
items). Company assets or the services of company personnel may not be used for
the personal benefit of any employee. Such a practice not only violates ethical
standards but it could also violate tax or other legal requirements.
Accordingly, no employee may use Company assets unless approved by the Vice
President of Human Resources and arrangements are made for personal payment.

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                            6.0 GOVERNMENT RELATIONS

         The Company and its employees are expected to know and obey the laws of
the state and local governments in which our restaurants and manufacturing
facilities are located, as well as federal laws which affect our business. The
Company encourages responsible civic participation but does not condone any
unlawful or any improper political activity or conduct with representatives of
any governmental entity. Employees may not permit Company funds to be used for
any political campaign contribution or keep any secret account or funds for such
purpose or reimburse any employee, agent or representative for any personal
political contribution. No employee may pay any bribe or give any other thing of
value to any representative of any governmental entity for the purpose of
securing any benefit for the employee or for the Company.

                             OTHER RELATED POLICIES

                               7.0 FAIR TREATMENT

         The Company has separately adopted a Fair Treatment Policy. All
employees are expected to adhere to it scrupulously. Violations will be dealt
with seriously.

                          7.1 TRAVEL AND ENTERTAINMENT

         The Company also has adopted a separate Travel and Entertainment policy
to which all employees are expected to adhere.

                                 8.0 DISCIPLINE

         Violations of the Code may lead to serious sanctions, including
termination for cause. The conduct of each employee vitally matters to the
Company. A misstep by a single employee can cost the Company dearly; it
undermines all of our reputations. For these reasons, violations of the Code may
lead to significant penalties, including written warning, final written warning
and termination for cause. All employees have an obligation to disclose any
information they have about violations of these policies by others using sound
judgment and discretion prior to reporting such serious offenses.

                             8.1 INDIVIDUAL JUDGMENT

         These guidelines are to help all of us better understand what we
believe to be in the best interests of our employees, shareholders, and those
with whom we do business as well as the customers we see in our restaurants
every day. However, in the final analysis, each of us must depend upon our own
individual judgment in deciding on the correct course of action. When
considering a particular situation, the following factors may help you arrive at
the right decision:

         - Is my action consistent with approved Company practices?



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         -   Does my action give the appearance of impropriety?

         -   Will my action bring discredit on the Company or any employee
             if it becomes generally known?

         -   Can I defend my action to my supervisor, other employees and
             the general public?

         -   Does my action meet the spirit as well as the letter of this Code
             of Business Conduct?

Always use good judgment and common sense. This Code of Business Conduct
reflects the collective good judgment and common sense of many who have preceded
us. Whenever you see a situation where this is not the case, you have the
responsibility to bring it to the Company's attention so it may be corrected.

                       9.0 CERTIFICATION & ACKNOWLEDGMENT

         Each employee will be required to certify upon employment, and
periodically thereafter, that they have read carefully and are familiar with the
policies contained in this Code of Business Conduct and in the other policies
referred to in this Code of Business Conduct.

I have read the Code of Business Conduct Policy and agree to the terms and
conditions as written.




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Employee Signature                                   Date



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Print Name



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