**Exhibit 14.1**

**RITA MEDICAL SYSTEMS, INC.**

 

**CODE OF ETHICS**

 

**Adopted March 23, 2004**

 

This Code of Ethics (the “Code”) has beenadopted by the Board of Directors (the “Board”) of RITA Medical Systems, Inc. (the “Company”). Pursuant to the Sarbanes-Oxley Act of 2002, and the rules of the SEC and the Nasdaq Stock Market, this Code contains standards for theethical handling of actual or apparent conflicts of interest between personal and professional relationships; compliance with applicable laws; and accurate and timely public disclosure. It is applicable to all employees, officer and directors of theCompany. 

 

This Code does not summarize all laws, rules,regulations, and Company policies which may be applicable to the Company and its employees, officers and directors. Please refer to the Company’s Insider Trading Compliance Program, as amended from time to time, and other guidelines andpolicies for information on matters not addressed in this Code. 

 

The Company has designated the Company’s Chief Financial Officer as Compliance Officer to administer this Code. You may, at your discretion, make any report or complaint provided for in this Code to the Compliance Officer. TheCompliance Officer will refer complaints submitted, as appropriate, to the Board or an appropriate committee of the Board. 

 

**1.  Conflicts of Interest**

 

While it is not possible to identify every activity that might give rise to a conflict of interest, a conflict of interest may exist whenever arelationship of an employee, officer or director, or one of their family members, is inconsistent with the Company’s best interests or could cause a conflict with job responsibilities. 

 

Conflicts of interest may not always be clear-cut, so if you have a question,you should consult with your immediate supervisor or the Compliance Officer. If you become aware of a conflict or potential conflict, you should bring it to the attention of your immediate supervisor or the Compliance Officer. 

 

**2.  Compliance With Applicable Laws**

 

All employees, officers and directors of the Company should comply with allgovernmental laws, rules and regulations applicable to the Company, including but not limited to the rules and regulations of the Food and Drug Administration and all laws, rules and regulations laws and regulations relating to employment oremployment discrimination. 

 

**3.  Public Company Reporting**

 

As a public company, it is of critical importance thatthe Company’s filings with the SEC, and other public communications, contain full, fair, accurate, timely and understandable disclosure. Depending on their respective positions with the Company, employees, officers or directors may be calledupon to provide information necessary to assure that the Company’s public reports are 

complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility seriously and to provide prompt andaccurate answers to inquiries related to the Company’s public disclosure requirements. 

 

**4.  Reporting Any 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. Anyone who believes that a violation of this Code or other illegal or unethical conduct by any employee, officers or director has occurred or may occur should promptly contact a supervisor,a corporate officer, or the Compliance Officer. Such reports may be made confidentially or anonymously. Confidentiality will be protected, subject to applicable law, regulation or legal proceedings. 

 

**5.  No Retaliation**

 

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

 

**6.  Amendment, Modification And Waiver**

 

Any request for a waiver of any provision of this Code must be in writing and addressed to the Compliance Officer. If you are a director or executiveofficer of the Company, the request may be addressed directly to the Chairman of the Audit Committee. 

 

With regard to executive officers and directors, the Board will have the sole and absolute discretionary authority, acting upon such recommendations asmay be made by the Audit Committee, to approve any waiver from this Code. Any waiver of the Code with respect to executive officers and directors will be promptly publicly disclosed to shareholders, together with the reason to the waiver by a methodselected by the Board of Directors in conformity with applicable SEC and Nasdaq rules. 

 

This Code may be amended, modified or waived by the Board of Directors, subject to disclosure requirements and other applicable SEC and Nasdaq rules. 

 

**7.  Accountability**

 

You will be held accountable for your adherence to this Code. If you are an employee, your failure to observe the terms of this Code may result indisciplinary action, up to and including immediate termination of employment. 

 

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