EXHIBIT
14.1




CODE
OF ETHICS
  Introduction
  This Code
of Ethics (the "Code of Ethics") adopted by the Board of Directors (the "Board")
of Star Buffet, Inc. (the "Company") and revised in April 2009 promotes
honest and ethical conduct, full, fair, accurate, timely and understandable
disclosure of information in the Company's periodic and other public reports,
and compliance with applicable laws, rules and regulations by the Company's
directors, officers and employees.
  Senior
Financial Officers
  As used
in this Code of Ethics, the term Senior Financial Officer means the Company's
Chief Executive Officer, Chief Financial Officer, Controller or Principal
Accounting Officer, and any other persons performing similar functions for the
Company.
  Code
of Ethics
  In
performing his or her duties, each director, officer and employee, including
each of the Senior Financial Officers, must:
  1. Maintain
high standards of honest and ethical conduct and avoid any actual or apparent
conflicts of interest between personal and professional
relationships;
  2. Report to
the Audit Committee of the Board any conflict of interest that may arise and any
material transaction or relationship that reasonably could be expected to give
rise to a conflict of interest;
  3. Provide,
or cause to be provided, 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;
  4. Comply
and take all reasonable actions to cause others to comply with applicable laws,
rules and regulations; and
  5. Promptly
report violations of this Code of Ethics to the Audit Committee.
 
 If you are in a situation that you
believe may involve or lead to a violation of this Code of Ethics, you have an
affirmative duty to disclose to, and seek guidance from, a responsible
supervisor or the Audit Committee of the Company.  Retaliation in any
form against an individual who reports a suspected violation in good faith, even
if the report is mistaken, is not permitted.  Any act or threatened
act of retaliation should be reported immediately to the Chairman of the Audit
Committee.
  Waiver
or Amendments
  Any
request for waiver of any provision of this Code of Ethics must be submitted in
writing to the Company's Audit Committee. Waivers may only be granted by the
Audit Committee. This Code of Ethics may only be amended by the Board. Any
waiver of this Code of Ethics with respect to Senior Financial Officers, and any
amendment of this Code of Ethics, will be promptly disclosed on a Current Report
on Form 8-K or any other means approved by the Securities and Exchange
Commission.
  Compliance
and Accountability
  The Audit
Committee is responsible for establishing and periodically updating the
Company's Code of Ethics.  In the event of a suspected violation of
this Code of Ethics, the Audit Committee shall determine whether to conduct an
investigation, shall report known or suspected material violations of the Code
of Ethics to the Board and shall recommend to the Board appropriate action,
which may include, but is not limited to, reprimand and/or
dismissal.  The Audit Committee shall be authorized to consult with
outside counsel or the Nasdaq office of General Counsel if there is any doubt as
to whether a particular transaction or course of conduct complies with or is
subject to this Code of Ethics.