**Exhibit14.1**

 

**Codeof Business Conduct**

 

**INTRODUCTION**

 

The reputation andintegrity of Penn National Gaming, Inc. and its subsidiaries (the “Company”)are valuable assets that are vital to the Company’s success. This Code ofBusiness Conduct (“Code”) covers a wide range of business practices andprocedures. It does not cover every issue that may arise, but it sets out basicprinciples to guide all employees, officers and directors of the Company(collectively referred to as “employees”). All of our employees, officers anddirectors are responsible to conducting the Company’s business in a manner thatdemonstrates a commitment to the highest standards of integrity and,accordingly, we must all seek to avoid even the appearance of improperbehavior.

 

No code of conduct canreplace the thoughtful behavior of an ethical employee. The purpose of thisCode is to

 

•                  focus employeeson areas of ethical risk,

 

•                  provide guidanceto help employees to recognize and deal with ethics issues,

 

•                  providemechanisms for employees to report unethical conduct,

 

•                  foster amongemployees a culture of honesty and accountability, and

 

•                  ensureprotection against retaliation for employees who engage in conduct encouragedby this Code.

 

Dishonest or illegalconduct will constitute a violation of this Code, regardless of whether theconduct is specifically addressed in the Conduct section of the Code.

 

The Company’s Board ofDirectors and Company management have designated John deGrasse to be the ChiefCompliance Officer (the “Chief Compliance Officer”) for the implementation andadministration of the Code. The Chief Compliance Officer can be reached at610-373-2400. In addition, each property has a compliance officer (the“property compliance officer”) who will assist the Chief Compliance Officerwith the implementation and administration of this Code.

 

Questions regarding theapplication or interpretation of the Code of Conduct are inevitable. Employeesshould feel free to direct questions to the Chief Compliance Officer or theirproperty compliance officer. The Chief Compliance Officer is also responsiblefor conducting or directing the investigation of alleged Code violations underprocedures adopted by the Audit Committee of the Board. The Chief ComplianceOfficer will report to the Audit Committee of the Board on a quarterly basis onmatters such as suspected violations of the Code, status of inquiries andinvestigations, requested waivers to the Code and enforcement of the Code.

 

**REPORTINGVIOLATIONS**

 

**A.Reporting Violations**

 

The Company expectsemployees who observe, learn of, or, in good faith, suspect a violation of theCode, to immediately report the violation to the Chief Compliance Officer orthe property compliance officer. All managers and supervisors are required toenforce this Code and are not permitted to condone violations. Reportedviolations will be investigated and addressed promptly. The investigation willbe handled discreetly and appropriately, and the information will be disclosedto others only on a need to know basis and as required by law. An employee whoviolates the Code may be subject to disciplinary action, up to and includingtermination of employment depending on the severity of the

 

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violation. Except asdescribed below, the investigations of the alleged Code violations shall behandled by the Chief Compliance Officer in conjunction with other Companypersonnel.

 

The Companyrecognizes the potentially serious impact of a false accusation. Employees areexpected as part of the ethical standards required by this Code to actresponsibly in reporting violations. Making a complaint without a good faithbasis is itself a violation of the Code. Any employee who makes a complaint inbad faith will be subject to disciplinary action (refer to Policy #716—ProgressiveDiscipline).

 

**B.Special Procedures for Reporting/Investigating Complaints Regarding Accounting,Internal Accounting Controls and Auditing Matters**

 

A specialprocedure exists for the good faith reporting of suspected violations of thisCode arising out of questionable accounting, internal accounting controls orauditing matters. These topics include alleged violations concerning full andfair reporting of the Company’s financial condition. In these cases, anemployee has the right to submit a complaint in a confidential, anonymousmanner or with his or her name to the Company’s Audit Committee by way of theChief Compliance Officer. The complaint should be made in written form andprovide sufficient information so that a reasonable investigation can be conducted.The complaint should be addressed to the Chief Compliance Officer, PennNational Gaming, Inc., PO Box 7054, Wyomissing, PA 19610. Investigationsinvolving this specific subject matter shall be handled by the Chief ComplianceOfficer and overseen by the Audit Committee of the Board of Directors pursuantto approved guidelines.

 

**C.Prohibition on Retaliation**

 

Employees whoreport violations or suspected violations in good faith, as well as those whoparticipate in investigations, will not be subject to retaliation of any kind.If you believe a Company employee has retaliated against you resulting fromyour written report, you may file a written complaint against that Companyemployee.

 

Retaliation isdefined as the use of authority or influence for the purpose of interferingwith or discouraging a report of a violation of the Code or an investigation ofan alleged Code violation. Types of retaliation include, but are not limitedto, (1) carrying out or threatening to carry out any punishment; or (2) implementingor approving any adverse personnel action (including but not limited to,transfer assignment, performance evaluation, suspension, demotion, termination,or other disciplinary action).

 

A complaint ofretaliation must be filed under the existing Company complaint resolutionprocedures (refer to Policy 718—Problem Resolution) or grievance procedureswith a copy sent to the Chief Compliance Officer and the Corporate VicePresident of Human Resources. If the retaliation complainant is an applicant foremployment or any employee who does not have a complaint resolution procedureavailable for some other reason, the complainant may file the complaint withthe Corporate Vice President of Human Resources.

 

**D.Waivers**

 

Requests for awaiver of a provision of the Code must be submitted in writing to theCompliance Officer. For conduct involving an executive officer, seniorfinancial officer or Board member, only the Board of Directors has theauthority to waive a provision of the Code. No waiver may be given if such awaiver would violate applicable law or stock exchange regulation.

 

In the event of anapproved waiver involving the conduct of an executive officer or Board member,appropriate and prompt disclosure must be made to the Company’s shareholders asrequired by applicable law or stock exchange regulation.

 

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Statement in the Code ofConduct to the effect that certain actions may be taken only with “Companyapproval” mean that two executive officers or the Board must give priorapproval before the proposed action may be taken.

 

**E.Other Company Policies**

 

This Code shouldbe read in conjunction with the Company’s other policy statements addressingdishonest, illegal or unethical conduct, such as the timekeeping, insidertrading, harassment, and drug and alcohol policies. All employees will receivea copy of the Code. The Conduct section of the Code (below) describescertain improper conduct specifically prohibited by the Code. However, eachemployee must bear in****mind thatthe conduct listed below is not intended to be a comprehensive list of suchconduct.

 

**CONDUCT**

 

**A.Violations of Law**

 

A variety ofgovernment laws, rules and regulations apply to the Company and its operations,and some carry criminal penalties. These laws include, without limitation,gaming and pari-mutuel regulations, anti-trust laws, securities laws, workplacediscrimination laws, workplace safety laws, drug laws and privacy laws.Examples of criminal violations of the law include: stealing, violence in theworkplace, illegal trading of Company stock, bribes and kickbacks, embezzling,misapplying corporate or customer funds, using threats, physical force or otherunauthorized means to collect money; making a payment for an expressed purposeon the Company’s behalf to an individual who intends to use it for a differentpurpose; or making payments, whether corporate or personal, that is intended toimproperly influence the judgment or actions of political candidates orgovernment officials in connection with any of the Company’s activities. Insum, employees must obey all applicable laws. The Company must and will reportall suspected criminal violations to the appropriate authorities for possibleprosecution, and will investigate and address as appropriate, non-criminalviolations.

 

**B.Conflicts of Interest**

 

Generally, aconflict of interest occurs when an employee’s or an employee’s family orpersonal interest interferes with, has the potential to interfere with, orappears to interfere with the interests or business of the Company. A conflictof interest can occur or appear to occur in a wide variety of situationsincluding those described below. Any conflict or potential conflict must bedisclosed to the Company in advance of the transaction or situation involvingthe conflict.

 

**1.****              Personal Interestin a Transaction**

 

Employees have anobligation to conduct business within guidelines that prohibit actual orpotential conflicts of interest. This policy establishes only the frameworkwithin which the Company wishes the business to operate. The purpose of theseguidelines is to provide general direction so that employees can seek furtherclarification on issues related to the subject of acceptable standards ofoperation. Contact the Chief Compliance Officer for more information orquestions about conflicts of interest.

 

An actual orpotential conflict of interest occurs when an employee is in a position toinfluence a decision that may result in a personal gain for that employee orfor a relative as a result of the Company’s business dealings or in a situationmaking it difficult for the employee to perform their duties. For the purposesof this policy, a relative is any person who is related by blood or marriage,or whose relationship with the employee is similar to that of persons who arerelated by blood or marriage.

 

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No “presumption ofguilt” is created by the mere existence of a relationship with outside firms.However, if employees have any influence on transactions such as purchases,contracts, or leases, it is imperative that the employee discloses such actualor potential conflicts to the Chief Compliance Officer or the propertycompliance officer as soon as possible so that safeguards can be established toprotect all parties.

 

Personal gain mayresult not only in cases where an employee or relative has a significantownership in a firm with which the Company does business, but also when anemployee or relative receives any kickback, bribe, substantial gift, or specialconsideration as a result of any transaction or business dealings involving theCompany. The receipt of a gift in excess of $250 in value must be reported tothe Chief Compliance Officer or a property compliance officer.

 

**2.****              OutsideActivities/Employment**

 

An employee mayhold a job with another organization as long as he or she satisfactorilyperforms his or her job responsibilities with the Company. All employees willbe judged by the same performance standards and will be subject to theCompany’s scheduling demands, regardless of any existing outside workrequirements.

 

If the Companydetermines that an employee’s outside work interferes with performance or theability to meet the requirements of the Company as they are modified from timeto time, the employee may be asked to terminate the outside employment if he orshe wishes to remain with the Company.

 

Any outsideactivity, including employment, should not reduce the time and attentionemployees devote to their corporate duties, should not adversely affect thequality or quantity of their work, and should not make use of Companyequipment, facilities, or supplies, or imply (without the Company’s approval)the Company’s sponsorship or support. In addition, under no circumstances areemployees permitted to compete with the Company or take for themselves or theirfamily members business opportunities that belong to the Company that arediscovered or made available by virtue of their positions at the Company.Outside employment will present a conflict of interest if it has any adverseimpact on the Company.

 

**3.****              Civic/PoliticalActivities**

 

Employees areencouraged to participate in civic, charitable or political activities so longas such participation does not reduce the time and attention they are expectedto devote to their company-related duties. Such activities are to be conductedin a manner that does not involve the Company or its assets or facilities, anddoes not create an appearance of Company involvement or endorsement (exceptwith written approval of the Company).

 

**4.****              Loans toEmployees**

 

The Company willnot make loans or extend credit to or for the personal benefit of officers ordirectors, except as permitted by law. Loans or guarantees may be extended toother employees only with Audit Committee approval. For clarity, theadvancement of funds for approved Company business, such as travel advances, ispermitted.

 

**C.Proper Use of Company Assets**

 

Company assets,such as information, materials, supplies, intellectual property, facilities,software, and other assets owned or leased by the Company, or that areotherwise in the Company’s possession, may be used only for legitimate businesspurposes. The personal use of Company assets, without Company approval, isprohibited.

 

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**D.Delegation of Authority**

 

Each employee, andparticularly each of the Company’s officers, must exercise due care to ensurethat any delegation of authority is reasonable and appropriate in scope, and includesappropriate and continuous monitoring.

 

**E.Handling Confidential Information and Public Communication**

 

Employees shouldobserve the confidentiality of information that they acquire by virtue of theirpositions at the Company, including information concerning customers, marketingstrategy, technical information, suppliers, competitors, and other employees,except where the Company approves disclosure or the disclosure is otherwiselegally mandated. Special sensitivity is accorded to financial information,which should be considered confidential except where the Company approvesdisclosure, or the disclosure is otherwise legally mandated. Some employees maybe required to sign a non-disclosure agreement. Only designated employees mayspeak to third parties, such as the media, on behalf of the Company. Theobligation to preserve the confidentiality of Company information continueseven after employment or affiliation with the Company ends.

 

**F.Employees Who Handle or Have Access****to Financial Information**

 

In addition to anyother applicable laws dealing with financial information, financial reporting,internal accounting controls, auditing matters or public disclosure, theCompany requires that any employees involved in financial reporting, internalaccounting controls, auditing or public disclosure or with access to suchinformation follow the highest ethical standards, including the followingguidelines:

 

•                  Act with honesty and integrity andavoid violations of the Code, including actual or apparent conflicts ofinterest with the Company in personal and professional relationships.

 

•                  Disclose to the Chief ComplianceOfficer any material transaction or relationship that reasonably could beexpected to give rise to any violations of the Code, including actual orapparent conflicts of interest with the Company.

 

•                  Provide the Company’s otheremployees, consultants, and advisors with information that is accurate,complete, objective, relevant, timely, and understandable.

 

•                  Endeavor to ensure full, fair, timely,accurate, and understandable disclosure in the Company’s periodic reports andin other public communications.

 

•                  Actin good faith, responsibly, and with due care, competence and diligence,without misrepresenting material facts.

 

•                  Respect the confidentiality ofinformation acquired in the course of Company work. Confidential informationacquired in the course of Company work must not be used for personal advantage.

 

•                  Proactivelypromote ethical behavior among peers in your work environment.

 

•                  Achieveresponsible use of and control over all assets and resources employed orentrusted to you.

 

•                  Record or participate in therecording of entries (such as expenses, billing information, and hours worked)in the Company’s books and records information that is accurate to the best ofyour knowledge.

 

•                  Notfraudulently induce, coerce, manipulate, or mislead any independent auditor oraccountant.

 

•                  Report to the Chief ComplianceOfficer any dishonest, unethical, or misleading conduct that could impact theaccuracy of the Company’s financial reporting.

 

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**G.Insider Trading**

 

The stock of ourCompany is publicly traded. As a result, a number of laws regulate the purchaseand sale of Company stock by employees, officers and directors. Employees whohave access to confidential Company information are not permitted to use orshare that information for stock trading purposes or for any other purposeexcept the conduct of our business and in strict conformance with all applicablelaws and SEC regulations. All non-public information about the Company shouldbe considered confidential information (especially financial projections andresults, mergers and acquisitions discussions, marketing strategies, andlegislative developments). To use non-public information for your own personalfinancial benefit or to “tip” others who might make an investment decision onthe basis of this information is not only unethical but also a potentialviolation of civil and criminal law (which may include fines and imprisonment).If you have any questions concerning the purchase or sale of Company stock,please consult the General Counsel or the Treasurer.

 

**H.Payments to Government Personnel**

 

The U.S. ForeignCorrupt Practices Act prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidatesin order to obtain or retain business. It is strictly prohibited to makeillegal payments to government officials of any country. In addition, the U.S.government has a number of laws and regulations regarding business gratuitieswhich may be accepted by U.S. government personnel. The promise, offer ordelivery to an official or employee of the U.S. government of a gift, favor orother gratuity in violation of these rules would not only violate Companypolicy but could also be a criminal offense. State and local governments, aswell as foreign governments, may have similar rules. The Company’s GeneralCounsel can provide guidance to you in this area.

 

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