**Exhibit 14**

 

**CODE OF ETHICS FOR EXECUTIVE OFFICERS**

**AND OTHER SENIOR FINANCIAL OFFICERS**

 

THQInc. (“THQ” or the “Company”) is committed to conducting our business inaccordance with applicable laws, rules and regulations and the higheststandards of business conduct. The Company is also committed to full andaccurate financial disclosure in compliance with applicable law. This Code ofEthics (the “Code of Ethics”), which applies to THQ’s Chief Executive Officer,Chief Financial Officer, Controller and persons performing similar functions(collectively, the “Senior Officers”), sets forth specific policies to guideyou in the performance of your duties. As a Senior Officer, you must complywith applicable law and engage in and promote honest and ethical conduct andabide by the Company’s Code of Business Conduct and Ethics and other Companypolicies and procedures that govern the conduct of our business. Yourleadership responsibilities include ensuring that the interests of THQ’sshareholders, employees and customers are protected and preserved.

 

Additionally,the Senior Officers shall:

 

•                  Neveruse the power and authority entrusted to them by THQ to promote their owninterests at the expense of THQ or any of its employees, agents, customers orvendors;

 

•                  Actwith honesty and integrity, avoiding actual or apparent conflicts of interestinvolving personal and professional relationships;

 

•                  Reportto the Senior Vice President, Business and Legal Affairs any transaction orrelationship that might reasonably be expected to give rise to a conflict ofinterest;

 

•                  Engagein and promote honest and ethical conduct among employees under theirsupervision and throughout THQ;

 

•                  Encouragethe presentation of full, fair, accurate, timely and understandable disclosure inreports and documents that THQ files with, or submits to, the Securities andExchange Commission, as well as in other public communications made by THQ;

 

•                  Never,directly or indirectly, take any action to coerce, manipulate, fraudulentlyinfluence or mislead THQ’s internal auditors, audit committee or independentpublic auditors;

 

•                  Complywith applicable governmental laws, rules and regulations;

 

•                  Actat all times in good faith, responsibly, with due care, competence anddiligence, and without any misrepresentation of material facts;

 

THQ Inc. Code of Ethics for Directors, Executive Officers and OtherSenior Financial Officers

As Adopted May 27, 2004

 

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•                  Avoidthe use or unauthorized disclosure of any confidential information of THQ, itscustomers or vendors; and

 

•                  Encourage the responsible use of and control over all assets,resources and information of THQ entrusted to them.

 

**Waivers Of The Code of Ethics.**TheAudit Committee of the Board of Directors shall have the sole authority toapprove any waiver or deviation from this Code of Ethics. Any waiver granted bythe Audit Committee as well as any change or amendment to this Code of Ethicswill be publicly disclosed to the extent required by applicable law.

 

**Violations Of This Code of Ethics or Questions Concerning This Code of Ethics**.Senior Officers will be held strictly accountable for adherence to this Code ofEthics. Questions concerning this Code of Ethics may be directed to JamesKennedy, our Senior Vice President, Business and Legal Affairs. Violations ofthis Code of Ethics shall be promptly reported to Mr. Kennedy or to theChairman of the Audit Committee of the Board of Directors. You may choose toremain anonymous in reporting any violation of this Code of Ethics and may alsouse THQ’s whistleblower program by reporting directly to our independentreporting service, Confidential Corporate Solutions at (866) 372-8388. TheCompany will investigate any matter so reported. If the result of ourinvestigation indicates correction action is required, the Board of Directorswill decide or designate appropriate persons to decide, what action to take,including when to take appropriate disciplinary action up to and includingtermination, to rectify the problem and avoid the likelihood of its recurrence.

 

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