Exhibit 14.1

                      CODE OF ETHICS AND BUSINESS CONDUCT


INTRODUCTION
POLICY GUIDELINES
        Conflicts of Interest (General)
        Insider Conduct Under Federal Bank Regulations
        Director, Officer and Employee Accounts at BNC National Bank
        Confidentiality
        Use and Protection of Company Assets
        Corporate Reporting
        Public Communications
        Company Records and Financial Statements
        Compliance with Applicable Laws, Regulations, Policies and Procedures
        Insider Information; Trading in Company or Customer Securities
        Gifts and Entertainment
        External Involvement

REPORTING ILLEGAL OR UNETHICAL  BEHAVIOR;  ACCOUNTABILITY  FOR  ADHERENCE TO THE
     CODE
        Reporting Illegal or Unethical Behavior
        Accountability
        Director and Officer Responsibilities
        Protection for Persons Reporting Questionable Behavior

AMENDMENT, MODIFICATION AND WAIVER

INTRODUCTION

This Code of Ethics and Business  Conduct  (this  "Code") sets forth the guiding
principles  and policies  that govern the  activities  of BNCCORP,  Inc. and its
wholly-owned  subsidiaries   (collectively,   the  "Company").  The  Company  is
committed to  maintaining  high  ethical  standards  and expects all  directors,
officers and employees,  by virtue of their  association or employment  with the
Company,  to  adhere to the  highest  standards  of  personal  and  professional
integrity  and to  comply  with  this Code and all  applicable  laws,  rules and
regulations.

This Code explains the basic  principles of ethics and business  conduct for the
Company. No code or policy can anticipate every situation a director, officer or
employee might confront. Accordingly, this Code is intended to serve as a source
of guiding principles for directors, officers and employees, who are expected to
apply such  principles to their  day-to-day  activities and seek advice whenever
they are unsure about a particular situation.

The purpose of this Code is to promote the following objectives:

o    Honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

o    Full, fair, accurate,  timely, and understandable disclosure in reports and
     documents  that the Company files with, or submits to, the  Securities  and
     Exchange Commission and in other public communications made by the Company;

o    Compliance with applicable governmental laws, rules and regulations;

o    The prompt internal  reporting of violations of the Code to the appropriate
     person or persons, as identified in the Code; and

o    Accountability for adherence to the Code.

POLICY GUIDELINES

1.   Conflicts of Interest (General) -- All directors, officers and employees of
     the  Company  are  required  to avoid any  situation  that  would  create a
     conflict,  or  gives  the  appearance  of a  conflict,  between  their  own
     interests and the interests of the Company. A "conflict of interest" exists
     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 a  director,  officer  or
     employee  takes  actions or has  interests  that may make it  difficult  to
     perform  his or her  work  for the  Company  objectively  and  effectively.
     Conflicts of interest  may also arise when a director,  officer or employee
     (or a member of his or her family) receives improper personal benefits as a
     result of his or her position with the Company,  whether from a third party
     or the Company.
<PAGE>

     The Company's  directors,  officers and employees are encouraged to utilize
     the banking,  investments,  insurance and other financial services provided
     by the Company (to the extent  permissible  by law),  but all  transactions
     between the Company and such persons  should be (i)  conducted on an "arm's
     length"  basis,  (ii) made or provided in the ordinary  course of business,
     and (iii)  made on market  terms or terms that are no more  favorable  than
     those normally offered to the general public.

     Conflicts  of  interest  are  prohibited  as a matter  of  Company  policy.
     Conflicts of interest may not always be clear-cut, so if a question arises,
     an employee should consult his or her supervisor or superior. Directors and
     officers should consult with the Company's internal auditor or SEC counsel.

2.   Insider  Conduct Under Federal Bank  Regulations  -- 12 CFR 215, or Federal
     Reserve  Regulation  O,  contains  specific  provisions   regarding  loans,
     extensions   of  credit  and  other   potential   "conflict   of  interest"
     transactions  between a bank and its "insiders."  Regulation O defines bank
     "insiders" as directors,  executive  officers and 10%  shareholders.  These
     individuals must ensure that their conduct does not violate  Regulation O's
     provisions regarding self-dealing and personal gains. (The Company's policy
     regarding  insiders is located at section  L31-00 in the  Company's  policy
     manual.)  At  no  time  are  the  "insiders"  of  BNCCORP,  Inc.'s  banking
     subsidiary,  BNC  National  Bank,  or  its  subsidiaries  allowed  to  take
     advantage of their  position for  personal  profit.  Nor may they use their
     position to influence  credit and other decisions  regarding their business
     and personal interests.

3.   Director,  Officer  and  Employee  Accounts  at BNC  National  Bank  -- All
     directors,  officers and  employees are  encouraged to maintain  their bank
     accounts at BNC National Bank to allow the bank to provide services such as
     the direct deposit of payroll checks.  However, under no circumstances will
     the bank pay a rate of  interest  in  excess of the rate  available  to all
     other customers for the particular type of account involved.

     All applicable fees,  including overdraft charges,  will be assessed on all
     accounts of the Company's  directors,  officers and  employees.  At no time
     will  overdraft fees be waived when to do so would result in a violation of
     Regulation O or other bank policy, law or regulation.

     Employees of BNC National Bank must follow all Company and bank  procedures
     regarding effecting transactions (such as deposits or withdrawals) in their
     personal bank accounts or the bank accounts of their family  members.  (The
     Company's  policy  regarding  employee  bank  accounts is  presented to and
     signed by each new Company employee.)

4.   Confidentiality  --  All  directors,   officers  or  employees,  during  or
     subsequent to association or employment with the Company and without proper
     authority,  may not give or make available to anyone, or use for his or her
     own benefit,  information of a confidential nature derived from association
     or employment  with the Company.  Directors,  officers and employees of the
     Company are  expected  not to divulge  confidential  information  about the
     Company's business and are expected to use confidential information only in
     the performance of their duties.

     Examples  of  confidential  information  include,  but are not  limited to,
     financial  earnings  results  before  they are  released  to the public and
     nonpublic   information   about  the  Company's   operations,   strategies,
     projections, business plans and processes.

     Confidential information also includes nonpublic information received about
     the  Company's  customers.  All  directors,  officers  and  employees  must
     safeguard  any  information  that  customers  share in the  course of doing
     business with the Company and must ensure that such customer information is
     used only for the reasons for which the  information  was  gathered  and in
     accordance with applicable laws.

5.   Use and Protection of Company Assets -- Company property should be used for
     the benefit of the  Company and not for  personal  gain.  Company  property
     includes tangible assets such as buildings,  equipment,  including computer
     equipment,  and  office  supplies,  as well as  intangible  assets  such as
     software and other  intellectual  property  rights,  business  concepts and
     strategies,  employee time,  financial data and other information about the
     Company.

     The Company considers all data and communication transmitted or received by
     or  contained in the  Company's  electronic  or  telephonic  equipment  and
     systems or maintained in written form to be Company property. Employees and
     other  users of the  equipment  or systems  should have no  expectation  of
     privacy with respect to those data and communications.
<PAGE>

6.   Corporate  Reporting -- The Company is committed to full,  fair,  accurate,
     timely and  understandable  disclosure in public reports and documents that
     it files with, or submits or provides to, regulatory authorities (including
     but not limited to the Board of  Governors of the Federal  Reserve  System,
     the  Office  of  the  Comptroller  of the  Currency,  the  Federal  Deposit
     Insurance   Corporation  and  the  Securities  and  Exchange   Commission),
     stockholders and the public.  Depending on their position with the Company,
     a  director,  officer or employee  may be called upon to provide  necessary
     information  to assure that the Company's  corporate  reports are complete,
     fair and  understandable.  The Company expects all directors,  officers and
     employees to take this  responsibility  seriously and to provide prompt and
     accurate answers to inquiries related to the Company's corporate disclosure
     requirements.

7.   Public  Communications  -- No  director,  officer  or  employee  shall make
     statements or provide any information to the press,  financial analysts, or
     any public forum about the Company and its business  prospects  unless they
     have  specific  authorization  to do so.  The  potential  legal  risks from
     inaccurate    statements    include    claims    of   false    advertising,
     misrepresentation,  breach  of  contract,  securities  fraud  or  antitrust
     violations.

     In order to ensure that  communications to the public about the Company are
     accurate and widely disseminated to all investors, directors,  unauthorized
     officers  and  employees  may  not  communicate   any  material   nonpublic
     information  about the Company  outside of the Company.  Only the Company's
     Chief Executive Officer, Chief Financial Officer and Chairman of the Board,
     or employees specifically  authorized by them, are authorized to speak with
     financial analysts or securities professionals.  If an employee or director
     receives an inquiry  from a  journalist  or  financial  analyst,  he or she
     should refer it to the Chief Executive Officer or Chief Financial Officer.

8.   Company  Records and Financial  Statements  -- All of the Company's  books,
     records,  accounts and financial statements must appropriately  reflect the
     Company's   transactions   and  must  conform  both  to  applicable   legal
     requirements  and  to  the  Company's  system  of  internal  controls.  All
     financial  data should be prepared  promptly,  carefully,  and honestly and
     treated  with  discretion.  Falsifying  or  altering  records or reports or
     knowingly  approving  false or altered  records  or reports is  prohibited.
     Records  should always be retained or destroyed  according to the Company's
     records retention procedures.

9.   Compliance with Applicable  Laws,  Regulations,  Policies and Procedures --
     The Company is subject to numerous federal, state and local laws, rules and
     regulations.  All  directors,  officers  and  employees  of the Company are
     expected  to  understand,   respect  and  comply  with  all  of  the  laws,
     regulations,  policies and procedures  that apply to them in their position
     with the Company.

     The Company engages in banking, brokerage,  investment advisory, investment
     banking,  insurance  and  other  regulated  businesses.  This Code does not
     attempt to explain all of the laws, rules and regulations applicable to the
     Company.  There  are also  laws  regulating  and  restricting  loans to the
     Company's directors and officers. If directors,  officers or employees have
     questions about the laws, rules,  regulations,  policies or procedures that
     apply to the Company or their  duties and  responsibilities,  they must use
     the resources the Company makes available,  including seeking the advice of
     supervisors or superiors, as appropriate, or the Company's General Counsel.

10.  Insider  Information;  Trading in Company or  Customer  Securities  -- Many
     directors,   officers  and  employees  may  learn  of  or  have  access  to
     proprietary  information  about the Company that is not generally  known to
     the public  and, if  disclosed,  could  affect the market  value of Company
     stock or that of other  companies.  This  information  could  include trade
     secrets,  business plans,  marketing and sales programs,  audits,  dividend
     policy,  earnings or other  confidential  or proprietary  information  that
     could   financially   affect  the  Company.   This  is  known  as  "insider
     information" and must be held in the strictest confidence.

     Disclosing  "insider  information"  is a  violation  of  federal  law.  Any
     director,  officer or  employee  participating  in such  activities  may be
     subject to civil or criminal penalties.

     While the Company  encourages  its  directors,  officers  and  employees to
     purchase and hold Company stock for long-term  investment,  speculation  or
     other imprudent trading in the stock of the Company is prohibited,  as well
     as purchases or sales of Company stock based on insider  information.  (The
     Company's policy  regarding  Insider Trading is located at Section E5-10 in
     the Company's policy manual.)

     Company  directors,  officers and employees may not invest in securities of
     the  Company's  customers  unless the  securities  are acquired  through an
     organized  exchange  (i.e.,  an  outside  broker-dealer)  and  only  if the
     director, officer or employee is not in possession of "insider information"
     (e.g.,  a new product being  developed,  change of  ownership,  or a patent
     applied for) about the customer.
<PAGE>

11.  Gifts and  Entertainment  -- The  giving  and  receiving  of gifts,  meals,
     services or entertainment can be important and respectable ways of building
     and maintaining  legitimate  business  relationships.  However, in order to
     maintain trust and integrity with the Company's  business  partners,  it is
     important  to be prudent when  accepting  gifts.  No  director,  officer or
     employee should ever accept a gift that might be intended to influence,  or
     appears to influence, a business decision.

     Decisions about gift giving must be carefully  evaluated.  In general,  the
     Company does not consider ordinary and reasonable  business  entertainment,
     or gifts of nominal  value that are  customary  and legal,  to be improper.
     However,  the giving of improper  gifts or payments can undermine  customer
     relationships,  damage the Company's  reputation and subject the Company to
     legal  penalties.  In addition,  certain of the Company's  customers forbid
     their  employees from  receiving  gifts of more than a nominal value in the
     course of doing business. Company directors,  officers and employees should
     comply with the gift and entertainment policies of the Company's customers,
     to the extent such policies are known, as if they were a part of this Code.

     It is Company policy that tickets for sporting,  cultural,  or other events
     purchased  by the Company will only be used for  entertaining  potential or
     actual customers,  vendors or others for proper business purposes. If it is
     determined  three or four days prior to the event that the tickets will not
     be used,  an  officer  may offer them to  Company  personnel  at his or her
     discretion.

12.  External Involvement

     While the Company  encourages its  directors,  officers and employees to be
     involved  in  outside  activities,   including   charitable  and  political
     functions, federal law prohibits banks from making political contributions.
     At no time will any director, officer or employee solicit Company personnel
     for  political  contributions  or coerce  others into  contributing  to any
     organization.  Conduct  must not give the  perception  that  benefit to the
     Company or connections are sought or desired.

     Employees  must report  offers to sit on the board of  directors  of (i) an
     outside  organization that has or desires a business  relationship with the
     Company or (ii) any  institution  within the  financial  industry to senior
     management  prior to  acceptance.  Directors  and officers must report such
     offers to the Company's Audit Committee.

     Capitalizing on opportunities for personal gain or compensation  outside of
     that which is provided by the Company for the  performance  of services for
     the Company is strictly  prohibited.  Employees  must report all employment
     outside and in addition to employment  with the Company to their  immediate
     supervisor.

REPORTING  ILLEGAL OR UNETHICAL  BEHAVIOR;  ACCOUNTABILITY  FOR ADHERENCE TO THE
CODE

1.   Reporting Illegal or Unethical Behavior -- Directors, officers or employees
     who  suspect or know of  violations  of this Code or  illegal or  unethical
     business or workplace  conduct by directors,  officers or employees have an
     obligation to contact either their  supervisor or other  superiors.  If the
     individuals to whom such information is conveyed are not responsive,  or if
     there  is  reason  to  believe  that  reporting  to  such   individuals  is
     inappropriate in particular cases,  then the director,  officer or employee
     may contact the  internal  auditor of the Company at  701-250-3042.  If the
     director,  officer or employee is still not  satisfied  with the  response,
     such person may contact any member of the Audit  Committee of the Company's
     Board of Directors.  Such  communications  will be kept confidential to the
     extent feasible, subject to applicable law.

2.   Accountability  -- Each  director,  officer and employee  must be alert and
     sensitive  to  situations  that  could  result  in  illegal,  unethical  or
     otherwise improper actions, either by him or herself or other employees. No
     violation  of this Code,  any other  Company  policy,  or any law,  rule or
     regulation  will be  justified by a claim that it was ordered by someone in
     higher authority.  No one, regardless of his or her position, is authorized
     to direct another to commit an illegal act.

     Reporting a known or  suspected  violation  of this Code or any  applicable
     law, rule,  regulation or Company policy should not be considered an act of
     disloyalty,  but an action that shows a sense of  responsibility  that will
     help safeguard the reputation of the Company and its employees.

     A failure of any director, officer or employee to comply with any law, rule
     or regulation, this Code, or any other applicable Company policy may result
     in  disciplinary  action,  removal or dismissal,  and, if warranted,  legal
     proceedings.

     Should it be  discovered  that a  director,  officer or  employee  has been
     arrested  for  suspected  criminal  conduct,  either on or off the job, the
     Company  may  conduct  an  independent  review of the  available  facts and
     determine whether disciplinary or employment action is warranted.
<PAGE>

3.   Director  and  Officer  Responsibilities  -- The  Company's  directors  and
     officers are expected to comply with this Code,  other  applicable  Company
     policies,  and all  applicable  laws rules and  regulations.  They are also
     expected to promote ethical  behavior by (i) encouraging  employees to talk
     to supervisors and other appropriate personnel when in doubt about the best
     course of action in a particular  situation;  (ii) encouraging employees to
     report  violations  of laws,  this  Code,  or any other  Company  policy to
     appropriate personnel;  and (iii) reminding employees that the Company will
     not permit retaliation for reports made in good faith.

     Company  directors and officers who become aware of violations of law, this
     Code or any other Company policy are expected to stop the  violations  and,
     if necessary,  conduct an investigation  with assistance of Company counsel
     if appropriate.

4.   Protection for Persons  Reporting  Questionable  Behavior -- All directors,
     officers and  employees  are  required to  cooperate  fully in any internal
     investigation.  If a director,  officer or employee  discovers  the need to
     report a suspected violation of law, this Code, or any Company policy, that
     person  will  not  be   terminated,   disciplined,   demoted  or  otherwise
     discriminated  against for (i) making a report of a violation  or suspected
     violation  in good  faith and on the basis of a  reasonable  belief  that a
     violation  has  occurred or will occur or (ii)  assisting  with any ensuing
     investigation. To the extent permissible, the Company will endeavor to keep
     confidential the identity of anyone reporting possible violations.

AMEMDMENT, MODIFICATION AND WAIVER

This Code may be amended or modified by the Board of  Directors  of the Company.
Waivers of this Code may only be granted on the recommendation of a committee of
the Board of  Directors  with  specific  delegated  authority.  Waivers  will be
disclosed to shareholders in accordance with law and the applicable rules of the
Nasdaq Stock Market, Inc.