---

EXHIBIT 14.1

Code of Ethics



1.

The purpose of this code is
to define standards applicable to the President and Chief Executive Officer, the
Executive Vice President and Vice President, Finance and any other person
performing similar functions (the "Financial Reporting Officers") at Richmont
Mines Inc. (the "Company") in order to promote:

> 1.1
>       honest and ethical
>       conduct;1.2
>       avoidance of
>       conflicts of interest, whether actual or apparent;1.3
>       full, fair,
>       accurate, timely and understandable disclosure in financial statements,
>       reportsand documents that
>       the Company files with, or submits to, shareholders and securitiesauthorities, as well
>       as in other public communications made by the Company;1.4
>       compliance with
>       various legislations and regulations applicable to the Company;1.5
>       prompt internal
>       disclosure of any violation of this code; and1.6
>       accountability for
>       any failure to respect this code.

> 2.
>       Honest and Ethical ConductFinancial Reporting Officers are vested with both the responsibility and
>       authority to protect,balance
>       and preserve the interests of all of the Company's stakeholders, including
>       shareholders,clients,
>       employees and suppliers. Financial Reporting Officers fulfill this
>       responsibility byprescribing and enforcing the policies and procedures employed in the
>       operation of theCompany's financial organization and by exhibiting and promoting the
>       highest standards ofhonesty
>       and ethical conduct.In
>       respect of the latter, Financial Reporting Officers shall:-
>       not abuse their
>       position to obtain advantage for themselves, family members or closeassociate ,or
>       demonstrate any abuse of authority;-
>       refrain from
>       engaging in conduct which would discredit and/or compromise the integrityof the Company,
>       including neglect of duty, deceit, breach of confidence, corrupt practicesand unlawful or
>       unnecessary breaches of authority;-
>       serve loyally,
>       without self-interest and free from conflicts with other commitmentsincluding advocacy
>       or interest groups and memberships on boards of other companies orstaffs; and-
>       avoid any conflict
>       of interest with respect to their fiduciary responsibilities.

---



> 3.
>       Precautions, Rules and Obligations in Case of Conflicts of InterestGenerally, the Financial Reporting Officers must not place themselves in
>       any situation of conflictof
>       interest, whether actual or apparent, or take into consideration, in the
>       performance of theirfunctions, interests that are not exclusively the best interests of the
>       Company. The followingguidelines describe more precise rules in this regard. However, these
>       rules are not exhaustive andmust not
>       be interpreted so as restrict the general rule.Every
>       Financial Reporting Officer must disclose, promptly and in writing to his
>       immediatesuperior
>       and to the Chairman of the Audit Committee of the Board of Directors:3.1
>       any position or
>       function that he holds as an officer, director or employee with any othercompanies,
>       non-profit organizations and corporations, and other public and para-publicorganizations or
>       institutions;3.2
>       any business
>       relationship he has with clients, suppliers or competitors of the Company,other than as a
>       Financial Reporting Officer of the Company;3.3
>       any relationship he
>       has with persons working for any external auditor of the Company orany of its
>       subsidiaries, other than relationships directly and exclusively related to
>       theperformance of the
>       external audit mandates;3.4
>       any business
>       relationship which the companies and organizations in which he holds aninterest ("Related
>       Corporations") may have with the Company, its subsidiaries, or theirclients, suppliers
>       or competitors; whether his interest in the Related Company is direct orindirect (including
>       through a holding company, management company, family member orassociate), and
>       whether as a shareholder, lender, creditor, debtor or investor, save that
>       nodisclosure is
>       required in cases where the Related Corporation is a public company inwhich he holds no
>       more than 5% of the outstanding shares;3.5
>       all business
>       relationships he has with the Company or its affiliates, other than as aFinancial Reporting
>       Officer of the Company;3.6
>       any profit that he
>       or a member of his family is likely to derive from a transactionconcluded or planned
>       by the Company with a third party, other than in his capacity as ashareholder of the
>       Company;3.7
>       any circumstance or
>       event susceptible of rendering him unable to fulfill his functions inconformity with his
>       job description and objectives, policies of the Company, applicablelaw and regulation,
>       or that could materially affect the reputation or best interests of theCompany; and3.8
>       any circumstance,
>       fact or event involving the Company, a director, an officer or any otherperson, that is
>       likely to materially and negatively affect the reputation or best
>       interests ofthe Company.

---



> For the
>       purpose of this code, conflict of interest means any situation in which a
>       FinancialReporting Officer could be inclined to favour his own interests or those
>       of a third party in amanner
>       that is contrary or in preference to the interests of the Company. A
>       situation of apparentconflict
>       of interest can be just as harmful, as it is likely to spread doubt among
>       the shareholdersof the
>       Company, the public, and even within the Company itself.4.
>       Financial Records and Compliance4.1
>       All financial data
>       must be gathered, compiled and treated by the Financial ReportingOfficers with rigour
>       and integrity, in order to give a fair, true and accurate picture of thefinancial situation
>       of the Company.4.2
>       All reports and
>       financial statements must be set out in a complete, fair, accurate,comprehensive and
>       timely manner.4.3
>       In the performance
>       of their functions, the Financial Reporting Officers must comply withthe laws and
>       regulations applicable to the Company, the Generally Accepted AccountingPrinciples (GAAP) in
>       Canada and the U.S., by means of financial statement notereconciliation
>       disclosure, the rules prescribed by regulatory authorities having
>       jurisdictionover the activities
>       of the Company, in particular the U.S. Securities and ExchangeCommission, and the
>       policies of the Company.5.
>       Procedure and Sanctions5.1
>       In any case where a
>       more specific procedure has not been established in this code or otherofficial
>       communication of the Company, any questions related to the application of
>       thiscode must be
>       submitted to the Chief Financial Officer of the Company or to the personappointed by him for
>       such purpose.5.2
>       A Financial
>       Reporting Officer who has knowledge of any violation of this code mustbring such violation
>       to the attention of his/her immediate superior and, if this violation isnot corrected by the
>       immediate superior, to that person's immediate superior and so on upthe hierarchy of
>       authority to the Audit Committee, if necessary, until the issue is
>       resolved.5.3
>       Every violation of
>       this code shall be disclosed to the Audit Committee in a timelymanner.5.4
>       Any Financial
>       Reporting Officer who does not comply with this code is subject todisciplinary
>       sanctions that could go as far as the termination of his employment.5.5
>       Under no
>       circumstances shall the action of raising questions regarding the
>       applicableprocedure for the
>       treatment of accounting data be considered a motive for disciplinarysanctions or the
>       termination of employment of the Financial Reporting Officer who raisessuch questions.5.6
>       The rules set out in
>       this code are not exhaustive and shall not be interpreted so as to limitother policies and
>       rules applicable to the employees of the Company, including theFinancial Reporting
>       Officers, save in cases where there is a direct contradiction in whichcase this code shall
>       prevail. Similarly, this code shall not be interpreted so as to impedethe normal
>       supervisory functions of Financial Reporting Officers.

---



> 6.
>       Certificate, Review and Disclosure6.1
>       Each Financial
>       Reporting Officer shall sign a certificate undertaking to comply with thiscode in the form
>       attached as Schedule A, and shall file such certificate with the CorporateSecretary of the
>       Company, and shall thereafter execute new certificates upon materialchanges being made
>       to this code.6.2
>       The Audit Committee
>       shall review and reassess the adequacy of this code annually and atother times it deems
>       appropriate, and shall propose such changes to the Board ofDirectors as it
>       deems appropriate.6.3
>       All amendments to
>       and waivers of this code shall be disclosed by the Company asrequired by law or
>       regulation.This
>       Code of Ethics for Financial Reporting Officers was adopted by the Board
>       of Directors ofRichmont
>       Mines Inc. on the 22th day of June, 2004.By
>       order of the Board of DirectorsRICHMONT MINES INC.

---

SCHEDULE A
CERTIFICATE

I, Louis Dionne, President and Chief Executive Officer of
Richmont Mines Inc., have read the Code of Ethics for Financial Reporting
Officers (the "Code") and understand its terms.
I endorse the standard of conduct set out in the Code and
undertake to comply with the Code.
I further agree to speak to the Chairman if I have any
concerns about a possible breach of the Code.

|Signature of
      Financial Reporting Officer | (/s/) Louis Dionne       
|---------------------------------------------- | -------------------------
|                                               |                          
|                                               |                          
|Date:                                          | June 22, 2004            
|                                               |                          
|                                               |                          
|Signature of
      immediate superior:         | (/s/) Jean-Guy Rivard    
|                                               |                          
|                                               |                          
|Date:                                          | June 22, 2004            
|                                               |                          
|                                               |                          
|Name of immediate
      superior:              | Jean-Guy Rivard, Chairman

---

SCHEDULE A
CERTIFICATE

I, Martin Rivard, Executive Vice President of Richmont Mines
Inc., have read the Code of Ethics for Financial Reporting Officers (the "Code")
and understand its terms.
I endorse the standard of conduct set out in the Code and
undertake to comply with the Code.
I further agree to speak to the President and Chief Executive
Officer if I have any concerns about a possible breach of the Code.

|Signature of
      Financial Reporting Officer | (/s/) Martin Rivard            
|---------------------------------------------- | -------------------------------
|                                               |                                
|                                               |                                
|Date:                                          | June 22, 2004                  
|                                               |                                
|                                               |                                
|Signature of
      immediate superior:         | (/s/) Louis Dionne             
|                                               |                                
|                                               |                                
|Date:                                          | June 22, 2004                  
|                                               |                                
|                                               |                                
|Name of immediate
      superior:              | Louis Dionne, President and CEO



---

SCHEDULE A
CERTIFICATE

I, Jean-Yves Laliberté, Vice President, Finance of Richmont
Mines Inc., have read the Code of Ethics for Financial Reporting Officers (the
"Code") and understand its terms.
I endorse the standard of conduct set out in the Code and
undertake to comply with the Code.
I further agree to speak to the Executive Vice President if I
have any concerns about a possible breach of the Code.

|Signature of
      Financial Reporting Officer | (/s/) Jean-Yves Laliberté                      
|---------------------------------------------- | -----------------------------------------------
|                                               |                                                
|                                               |                                                
|Date:                                          | June 22, 2004                                  
|                                               |                                                
|                                               |                                                
|Signature of
      immediate superior:         | (/s/) Martin Rivard                            
|                                               |                                                
|                                               |                                                
|Date:                                          | June 22, 2004                                  
|                                               |                                                
|                                               |                                                
|Name of immediate
      superior:              | Martin Rivard, Executive Vice
        President

---