Exhibit 14.1

RENAISSANCE LEARNING, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

Revised and Adopted February 11, 2009

Introduction

Renaissance Learning is
committed to managing and conducting its business ethically and with honesty,
fairness, integrity and respect for all. Renaissance Learning complies with all
the laws, rules, and regulations applicable to the conduct of its business. The
company is committed to providing guidance to help employees, officers and
directors recognize and deal with ethical issues, provide mechanisms to report
unethical conduct and help to preserve the culture of honesty and
accountability at the company.

Compliance with this Code is
a condition of employment or to serve on the Board of Directors. Failure to
comply or failure to disclose violations or actions or activities that you
suspect might be violations of the Code by yourself or others will result in a
range of disciplinary actions up to and including dismissal.

Renaissance Learning
employees must behave honestly and with integrity at all times, whether we are
dealing with other employees of Renaissance Learning, the public, the business
community, shareholders, customers, suppliers, or governmental and regulatory
authorities. We must also avoid any questionable relationship with persons or
firms with whom Renaissance Learning transacts or is likely to transact
business; avoid disclosure of confidential information secured in the course of
your employment with Renaissance Learning; and avoid situations which may place
us in a conflict of interest situation to the possible detriment of the
employee or Renaissance Learning.

Accountability and Making the Code Work

Become familiar with the
Code and the detailed Renaissance Learning policies that relate to the Code. Be
sensitive to situations that could lead to illegal or unethical actions, and
avoid or prevent such behavior. If you have questions, it is your duty to seek
guidance from your supervisor or the Corporate Compliance Officer/Chief
Financial Officer. For executive officers and non-management directors,
inquiries should be directed to Renaissance Learnings Chief Financial Officer.

If you believe that someone
has engaged in or is about to engage in any activity that may be illegal or
against Renaissance Learning policies, you are required to report promptly all
facts known by you to the Compliance Officer and/or the Chief Financial
Officer. This may be done in person, email, written statement, voice mail or by
leaving a detailed message on the company reporting line as outlined below. You
will not suffer any retaliation or career disadvantage by doing so. You may
report any of these matters on an anonymous basis, if you wish to do so.

You may file a report by
telephone by calling 1-800-245-0201 and leaving a detailed message. This phone
number and answering service is maintained exclusively for employees and other
parties who wish to report suspected illegal or improper activities affecting
Renaissance Learning, Inc. To preserve anonymity, this line is maintained and
monitored by an independent third party. Reports provided via this phone
service will be communicated to the appropriate officers or directors of the
company for investigation.

If sending an e-mail, please
use the following e-mail address: mtminch@renlearn.com; if sending a
letter, please direct the letter to: Renaissance Learning, Inc., c/o Chief
Financial Officer, 2911 Peach Street, P.O. Box 8036, Wisconsin Rapids, WI
54495-8036.

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Compliance With All Applicable Laws

If a law conflicts with a
policy in this Code or with any other policy or practice of Renaissance
Learning, you must follow the law. If a local custom or practice conflicts with
this Code, you must follow this Code. All employees and directors must be aware
of certain laws. Familiarize yourself with all laws and regulations that apply
in the areas where you work as well as company policies as they relate to your
duties and responsibilities. These include, but are not limited to, the
following:

Employment Laws

Renaissance Learning
continually promotes the principles and practices of equal employment
opportunity and will not discriminate against any employee or applicant for
employment because of race, color, religion, ethnic or national origin, sex,
age, sexual orientation, disability, or status as a veteran. Renaissance
Learning also seeks to provide a work environment free of any type of
harassment. See
Renaissance Learnings EEO policy for additional information and procedures on
filing complaints. All complaints will be investigated and
appropriate action will be taken as a result.

Antitrust Laws

You are expected to comply
with all federal and state antitrust laws that prohibit any kind of
understanding or agreement between competitors that restrains competition,
whether by sellers or purchasers. Failure to do so may subject Renaissance
Learning, as well as you, to criminal and civil penalties. In general, joint
activity with competitors should be undertaken only after confirming with the
Compliance Officer and/or the Chief Financial Officer, that the action being
considered is lawful.

Securities Laws and Insider Information

You must keep any material
information that could reasonably be expected to affect the price of
Renaissance Learning stock or have an impact on the financial condition or
operations of the company strictly confidential until public disclosure is
made. Disclosure of material, non-public information to others who buy or sell
securities using that information can result in civil and criminal penalties. See
Renaissance Learnings Securities Trading policy for more information.

International Laws

Be aware of export-import
controls and customs duties regulations as well as the Foreign Corrupt
Practices Act (the FCPA). The FCPA makes it a crime for U.S. companies and
individuals to make certain types of payments to foreign government officials.
Non-compliance could subject Renaissance Learning and/or you to serious fines
and criminal penalties. Any agreements with representatives who engage in
activities on behalf of or together with Renaissance Learning that may involve
foreign governments must be in writing. Those agreements must be reviewed in
advance by the Compliance Officer and/or the Chief Financial Officer, as
appropriate, for compliance with the requirements of the FCPA. If you have any
questions or doubts about the propriety of a proposed course of action, discuss
them with the Compliance Officer and/or the Chief Financial Officer, as
appropriate, and also report any suspected violations of the FCPA promptly.

Environmental Laws

Renaissance Learning
complies with all environmental laws and regulations and depends upon you to be
environmentally sensitive and knowledgeable of applicable laws to ensure
compliance.

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Health and Safety Laws

Renaissance Learning
complies with all applicable Occupational Safety and Health Administration
(OSHA) regulations. Likewise, it is your responsibility to adhere to all of
Renaissance Learnings policies and programs designed to comply with OSHA
standards.

Political Contributions

Federal law prohibits
corporations from making political contributions to federal elections. You may
not make any domestic or foreign political contribution (including the purchase
of tickets to raise political funds and furnishing goods or services) on behalf
of Renaissance Learning, unless such contribution has been cleared in advance
in accordance with Renaissance Learning policy.

Authority to Act

Renaissance Learning adheres
to specific approval policies related to the conduct of its business. These
include, but are not limited to, certain purchasing authority in terms of
dollar limits and in terms of the kind of items that can be purchased,
authority to sign contracts or otherwise commit the company to certain business
transactions, or to represent the company in dealings with regulatory
authorities. Those employees that have been charged with these responsibilities
have been made aware of their responsibilities and have been provided a copy of
the Approvals Policy. If you have not been advised that you have such authority,
then you may not take such actions on behalf of the company or represent
yourself as acting on behalf of the company.

Conflict of Interest

The term conflict of
interest generally describes a situation where your loyalties in business
activities may be divided between Renaissance Learnings interests and your
personal interests. It usually involves a situation where you or your family
can benefit personally from transactions with Renaissance Learning or the use
of Renaissance Learnings equipment, personnel, or facilities for personal
gain. While a possible conflict between personal interest and Renaissance
Learning interest does not always result in damage to Renaissance Learning, its
very existence creates an inappropriate condition. You should avoid even the
appearance of a conflict of interest.

Conflicts of interest can
exist when you have direct or indirect financial interest in, or receive
compensation or other benefits from, any individual or firm that: (1) sells
material, equipment or property to Renaissance Learning; (2) renders services
to Renaissance Learning; (3) has contracts or business dealings with
Renaissance Learning; or (4) competes with Renaissance Learning. This is not an
exclusive list of situations which may present a conflict of interest. It is
Renaissance Learnings policy that its directors, officers and employees not
enter into such relationships.

Business must be conducted
solely on the basis of merit and open competition. You must refrain from
actions that might impair your independent judgment such as: (1) borrowing from
Renaissance Learning customers or from individuals or firms with which
Renaissance Learning does business; (2) using information such as technical,
financial, operating and planning data that is not known to the general public
for the benefit of anyone other than Renaissance Learning; (3) making or
receiving unauthorized payments of money or property; or (4) performing work
for an organization that competes with Renaissance Learning or does business
with Renaissance Learning, without appropriate advance approval from
management.

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Before you or a family
member may engage in activities that create or even could appear to create a
conflict of interest, you must obtain approval from the Compliance Officer
and/or Chief Financial Officer, as appropriate. Further, if
you become aware of any conflict of interest or appearance of a conflict of
interest, you must immediately provide all pertinent information to the
Compliance Officer and/or the Chief Financial Officer, as appropriate. See
Renaissance Learnings Gifts and Gratuities policy for more information.

At
times employees of the company have other employment beyond Renaissance
Learning. Such employment must not interfere in any way with the performance of
their duties for or with Renaissance Learning.

Confidential Information

Unless there is prior
management authorization or as required in connection with your specific
duties, do not disclose internal communication regarding confidential business
and product development plans. Examples of confidential information include
technology protected by trade secrets, business forecasts and plans, and
strategies and information concerning Renaissance Learnings operations and
customers. You should ensure that all persons performing work under a contract
containing a confidentiality provision are fully informed of the existence and
terms of the provision. If you should receive questions or inquiries from the
media, refrain from answering unless you have been authorized by the Compliance
Officer and/or the Chief Financial Officer, as appropriate.

Use and Protection of Company Assets

Renaissance Learnings
assets are meant for company, not personal, use. Company assets include your
time at work and work product, as well as Renaissance Learnings funds,
property, equipment, computers and software, company information, trademarks
and name.

Inform Renaissance Learning
of any discoveries, improvements, or designs conceived or reduced to practice
during your period of employment. You are expected to protect and preserve any
company trade secrets, trademarks, service marks, trade names, copyrights, or
other valuable intellectual property. You should not engage outside
consultants, independent contractors, or developers without adequately protecting
the intellectual property rights of Renaissance Learning.

Accurate, Complete, Timely and Understandable Business
Records

All business records,
accounts, and reports to government agencies and others must be prepared with
care and honesty. All corporate funds, assets, and liabilities must be recorded
in accordance with appropriate accounting procedures and generally accepted
accounting principles in a complete, accurate and timely manner. False or
misleading entries in Renaissance Learnings records are unlawful and are not
permitted.

Business records are broadly
defined and include e-mail and even individual notes and diaries. E-mail is
intended for businessrelated purposes and all e-mail communications are the
property of Renaissance Learning. See Renaissance Learnings E-mail policy for more
information.

Be aware of the implications
of anything you write, including e-mail, about Renaissance Learning,
irrespective of where or when you write it. Your writing becomes a business
record that may be subject to disclosure to the government or to private
parties.

Public Filings and Communications

Renaissance Learnings Chief
Executive Officer and Chief Financial Officer are ultimately responsible for
ensuring full, fair, accurate, timely and understandable disclosure in the
reports and documents that Renaissance Learning files with, or submits to, the
Securities and Exchange Commission and in other public communications made by
Renaissance Learning. However, to the extent you are requested to provide information for, or
to participate in the preparation of, such reports, you are responsible for
helping to ensure the full, fair, accurate, timely and understandable
disclosure of such information.

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Patents and Intellectual Property

Renaissance Learning will
not knowingly infringe on others patents, trademarks, or copyrights, or
misappropriate others trade secrets or other proprietary information. Avoid
illegal copying of magazine and journal articles, books, computer software, or
any other copyrighted material.

Internal Security

Renaissance Learning is
committed to providing you with a safe workplace. Under no circumstances should
you carry firearms while engaged in Renaissance Learning activities. Theft,
vandalism, acts of sabotage, or threats of violence involving Renaissance
Learning property or personnel should be reported immediately to the Compliance
Officer and/or the Chief Financial Officer.

Alcohol

You should not consume
alcoholic beverages during the workday, whether at a Renaissance Learning office
or while traveling. If you report to work or continue to work while under the
influence of alcohol, you will be subject to immediate disciplinary action, up
to and including termination of your employment. Renaissance Learning prohibits
the unlawful manufacture, distribution, possession, or use of controlled
substances or alcohol during working hours on Renaissance Learning premises or
off premises while conducting Renaissance Learning business. Please see
the companys policy on Alcohol Consumption at Company Events for additional
guidelines.

Drugs

If you report to work or
continue to work while under the influence of, or impaired by, the illegal use
of drugs, you will be subject to immediate disciplinary action, up to and
including termination of your employment. Renaissance Learning prohibits the
unlawful manufacture, distribution, possession, or use of controlled substances
or alcohol during working hours on Renaissance Learning premises or off
premises while conducting Renaissance Learning business.

If you are taking
prescription or overthecounter medicine that may affect your performance or
fitness to work, report this to your supervisor. The disclosure of the use of
legal prescription or overthecounter drugs will be kept confidential.

Reporting Code Violations

If, at any time, you become
aware of anything that occurs which could be construed as a fraudulent or
illegal act or otherwise in violation of this Code, you are responsible for
promptly reporting such occurrence to the Compliance Officer and/or the Chief
Financial Officer, or by leaving a detailed message on the company reporting
line (1-800-245-0201) as described in the Accountability and Making the Code
Work section. If any violation seems to involve the Compliance Officer or the
Chief Financial Officer, or if the Compliance Officer and/or the Chief
Financial Officer does not take appropriate action, the matter should be
reported to the Chairman of the Audit Committee of the Board of Directors by
sending a letter marked confidential to: Renaissance Learning, Inc., Attn:
Audit Committee Chairman, 2911 Peach Street, P.O. Box 8036, Wisconsin Rapids,
WI 54495-8036.

It is Renaissance Learnings
policy to prohibit retaliation against anyone who reports actual or apparent
violations of this Code or who assists in an investigation regarding actual or
apparent violations of the Code. Anyone who believes retaliatory action has
been taken against them because they reported an actual or potential violation
under this Code should contact the Chairman of the Audit Committee at the
address listed above.
However, anyone who has participated in the wrongdoing or knowingly or
recklessly provided false information may be subject to corrective action, up
to, and including, dismissal.

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If you wish to report questionable
activity on an anonymous basis, please follow the procedures outlined in the
Accountability and Making the Code Work section.

Penalties For Violations

Violations of this Code or
failure to cooperate with an internal investigation of an actual or apparent
violation of this Code may constitute grounds for corrective action ranging
from warnings or letters to immediate dismissal at the sole discretion of the
company.

Compliance Reporting

In order to help ensure
compliance with this Code, all directors, officers and employees must sign the
Compliance and Disclosure Form, attached as Appendix A, acknowledging receipt
of and compliance with the Code, upon adoption of the Code or when initially
hired or elected to office, whichever occurs later, and annually thereafter.

Administration

The Audit Committee of
Renaissance Learnings Board of Directors is responsible for the overall
administration of the Code. The Audit Committee has delegated to the Chief
Financial Officer the responsibility to oversee the day-to-day operation of the
Code and to direct investigations of suspected violations of the Code (except
for violations potentially involving the Chief Financial Officer). In
performing these tasks, the Chief Financial Officer will work together with the
Compliance Officers.

Upon receiving a report of a
potential violation of the Code, an investigation into the facts and
circumstances surrounding the reported potential violation shall be directed by
either the Chief Financial Officer or the Audit Committee Chairman, as
appropriate. The Chief Financial Officer or Audit Committee Chairman may
delegate investigation duties to whomever they deem appropriate. All reported
incidents, as well as the results of any investigations, shall be reported to
the Audit Committee on a quarterly basis and reflected in the Audit Committees
meeting minutes. All directors, officers and employees are required to
cooperate fully with any such investigation.

Only the Board of Directors
may make any waiver of the provisions of this Code for directors or executive
officers of Renaissance Learning. Renaissance Learnings Chief Financial
Officer may make any other waiver of the provisions of this Code. Any waivers
granted by the Chief Financial Officer shall be reported to the Audit Committee
at its next scheduled meeting.

XVII. Summary

We expect you to use your
best efforts to meet our high ethical and compliance standards. Choosing a
quick fix or taking a short cut around the law or our standards may subject
Renaissance Learning and you to substantial penalties.

This Code will be reviewed
annually and any updates will be made available to you. Please remember that
compliance is an ongoing activity. Day in and day out, we must always adhere to
the highest standards of honesty, integrity, and fairness in the conduct of our
business.

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