**Exhibit 14.1**

 

**Code of Ethics forSenior Financial Officers**

 

The honesty, integrity andsound judgment of the senior financial officers of Bertucci’s Corporation andits subsidiaries (collectively “Bertucci’s”), which includes Bertucci’s ChiefExecutive Officer, principal financial officer, principal accounting officer orcontroller and other persons performing similar functions (the “SeniorFinancial Officers”), is fundamental to the financial reporting process and thereputation and success of Bertucci’s.  Bertucci’s Senior Financial Officers hold an important andelevated role in corporate governance in that they are uniquely capable andempowered to ensure that all stockholders’ interests are appropriately balanced,protected and preserved.  Because of thisspecial role, each of the Senior Financial Officers agrees to be bound by thisCode of Ethics for Senior Financial Officers and each agrees that he or shewill materially comply with the following:

 

1.               Act with honesty and integrity, avoidingactual or apparent conflicts of interest in personal and professionalrelationships.

 

2.               Provide information that is accurate,complete, objective, relevant, timely and understandable to ensure full, fair,accurate, timely and understandable disclosure in reports and documents thatBertucci’s files with, or submits to, government agencies and in other publiccommunications.

 

3.               Comply with applicable laws, rules andregulations of federal, state, provincial and local governments, and otherappropriate private and public regulatory agencies.

 

4.               Act in good faith, responsibly, with duecare, competence and diligence, without misrepresenting material facts orallowing his/her independent judgment to be subordinated.

 

5.               Respect the confidentiality ofinformation acquired in the course of his/her work except when authorized orotherwise legally obligated to disclose. Not use confidential informationacquired in the course of his/her work for personal advantage.

 

6.               Share knowledge and maintain skillsimportant and relevant to stockholders’ needs.

 

7.               Proactively promote and be an example ofethical behavior as a responsible person among peers in the work environmentand the community.

 

8.               Achieve responsible use of and controlover all assets and resources employed or entrusted.

 

Each of the SeniorFinancial Officers are expected to adhere to this Code of Ethics for SeniorFinancial Officers and all other applicable Codes of Conduct of Bertucci’s atall times.  Any violation of any ofthese Codes shall be reported to the Audit Committee of the Board of Directorsby the Compliance Officer.  Accordingly,if a director, officer or employee is aware of any violation of these Codes, heor she should report such violation to the Compliance Officer in person, bytelephone at 508-351-2500 or by e-mail at ComplianceOfficer@bertuccis.com.  If a director, officer or employee wishes toreport a violation anonymously, he or she may deliver a sealed, confidentialenvelope containing an anonymous written or typed letter to the Compliance Officerat 155 Otis Street, Northborough, MA 01532. The Audit Committee will investigate all claims of violations.  If any Senior Financial Officer is found tobe in violation of this Code of Ethics for Senior Financial Officers, suchperson will be subject to disciplinary action, including possible terminationof employment.

 

The Board of Directors (or, if permitted underapplicable Securities and Exchange Commission rules, the Audit Committee of theBoard of Directors) shall have the sole discretionary authority to approve anydeviation or waiver from this Code of Ethics for Senior Financial Officers. Anychange of this Code of Ethics for Senior Financial Officers, or any waiver andthe grounds for such waiver for a Senior Financial Officer must be publiclydisclosed promptly in the manner specified by the Securities and ExchangeCommission rules.

 

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