**Exhibit14.1**

 

**BADGERSTATE ETHANOL, LLC**

**CODE OFETHICS**

 

PREAMBLE

 

This Code of Ethics wasdesigned by Badger State Ethanol, LLC to govern the way in which we work everyday.  This Code of Ethics applies to eachand every one of our officers and directors.

 

DEFINTIONS

 

The “Commission” meansthe United States Securities and Exchange Commission.

 

The “Company” meansBadger State Ethanol, LLC.

 

“We” means all of ourofficers and directors.

 

SPECIALRECOGNITION

 

The Company recognizesand acknowledges that certain of its directors have extensive experience andbusiness and personal interests in the ethanol industry outside of theirinvolvement with the Company.  Suchexperience and business and personal interests includes designing andconstructing ethanol plants for competitors of the Company, investing incompetitors of the Company, serving on the board of directors of competitors ofthe Company, negotiating and conducting transactions with competitors of theCompany as well as taking related actions designed to promote and develop theethanol industry for their own benefit and the benefit of the ethanol industryas a whole.  The Company recognizes andappreciates the benefit to it that accrues from the knowledge and experience ofsuch individuals and accepts the perceived conflict of interest from theactivities noted. The involvement of such individuals may periodically resultin a conflict of interest with the Company which shall be governed by theprovisions of this Code of Ethics.

 

SPECIFICSITUATIONS

 

BASIC PRINCIPLES.

 

1.                                     Wewill conduct ourselves honestly and ethically, including the ethical handlingof direct and material conflicts of interest between personal and professionalrelationships.

 

2.                                       Wewill avoid conflicts of interest, including disclosure to the appropriatepersons of any material transaction or relationship that reasonably could beexpected to give rise to such a conflict.

 

3.                                       Wewill provide full, fair, accurate, timely and understandable disclosure inreports and documents that we file with the Commission and in all other publiccommunications we make.

 

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4.                                       Wewill comply with all applicable governmental laws, rules and regulations.

 

5.                                       Wewill promptly report violations of this Code of Ethics to the appropriateperson within the Company as described specifically below.

 

6.                                       Weaccept accountability for adherence to this Code of Ethics.

 

CONFLICTS OFINTEREST.  A “conflict of interest”occurs when an individual’s private interest directly and materially interfereswith the interests of the Company.  Aconflict situation can arise when an officer or director takes actions or hasinterests that may make it difficult to perform his or her Company workobjectively and effectively.  Conflictsof interest also arise when an officer or director, or a member of his or herfamily, receives improper personal benefits as a result of his or her positionin the Company.  Loans to, or guaranteesof obligations of, such persons are conflicts of interest and prohibited.

 

CORPORATEOPPORTUNITIES.  We are prohibited from(a) taking for ourselves personally opportunities that are discovered throughthe use of Company property, information or position; and (b) using Companyproperty, information, or position for personal gain.  We owe a duty to the Company to advance itslegitimate interests when the opportunity to do so arises.  If any of us believe that a contemplatedtransaction discovered through the use of Company property, information orposition. We will make full disclosure to the Board and seek its authorizationto pursue the opportunity BEFORE pursuing the opportunity.

 

CONFIDENTIALITY.  We must maintain the confidentiality ofinformation entrusted to us by the Company or its customers, except whendisclosure is authorized or legally mandated. Confidential information includes all non-public Company informationthat might be of use to or harmful to the Company or its customers, ifdisclosed.

 

FAIR DEALING.  We will endeavor to deal fairly, honestly andprofessionally with the Company’s customers, suppliers and employees.  We will not take unfair advantage of anyonethrough manipulation or misrepresentation of material facts.

 

PROTECTION AND PROPER USEOF COMPANY ASSETS.  We will protect theCompany’s assets and ensure their efficient use.  Theft, carelessness and waste have a directimpact on the Company’s profitability. All Company assets must be used for legitimate business purposes.

 

Directors, officers andemployees are instructed to report all theft, carelessness, waste andinefficient use of Company assets upon discovery to the Company management orBoard as appropriate.

 

COMPLIANCE WITH LAWS,RULES AND REGULATIONS (INCLUDING INSIDER TRADING LAWS).  The Company promotes compliance with laws,rules and regulations, including insider trading laws.  Insider trading is trading or tipping othersto trade in securities of our Company or any other Company based on informationwhich is not available to the public. Insider trading is both unethical and illegal and will be dealt withfirmly.

 

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ACCURACY OF COMPANYRECORDS AND REPORTS.  The Companyrequires honest and accurate recording and reporting of information.  This includes such data as quality, safety,and personnel records, as well as all business and financial records andreports filed with the Commission.  Allfinancial books, records and accounts must accurately reflect transactions andevents, and conform both to required accounting principles and to the Company’ssystem of internal controls.  No false orartificial entries may be made.

 

ENCOURAGING THE REPORTINGOF ANY ILLEGAL OR UNETHICAL BEHAVIOR. The Company requires all officers and directors to report violations oflaws, rules, regulations or the code of business conduct to the Company managementor Board as appropriate.

 

CONCLUSION

 

No Code of Conduct orCode of Ethics can cover every situation that might arise in a company.  This Code is designated to let all officersand directors to know our basic guiding principles and provide explanation onhow to handle various situations.  If anyofficer of directors has a question on any situation, whether or not describedin this document, please ask.

 

Adopted by the Board ofDirectors on September 29, 2004.

 

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