**Exhibit 14.1**

 

**Code of Ethics and Business Conduct**

 

**Overview**

 

This code of ethics andbusiness conduct policy (“Code”) describes the conduct expected of allemployees of River Rock Entertainment Authority (the “Authority”), includingmanagement, consistent with the highest standards of business ethics, and isintended to qualify as a code of ethics within the meaning of Section 406 ofthe Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. It isgeneral and not intended to be all-inclusive. This Code shall be related to theAuthority’s internal control standards and other documents, such as ourpolicies and procedures and the employee handbook.

 

This Code is designed todeter wrongdoing and to promote:

 

• honest and ethical conduct, including ethicalhandling of actual or apparent conflicts of interest between personal andprofessional relationships;

 

• full, fair, accurate, timely andunderstandable disclosure in reports and documents that we file with, or submitto, the Securities and Exchange Commission (SEC) and in other publiccommunications made by us;

 

• compliance with applicable governmentallaws, rules and regulations;

 

• prompt internal reporting of Code violationsto an appropriate person or persons identified in the Code; and

 

• accountability for adherence to the Code.

 

**The Code**

 

**ApplicableLaws**

 

The conduct of the Authorityand its employees are to be in compliance with the laws and regulationsrelating to the Authority’s business. All employees must, at a minimum, complywith all applicable laws that relate to the conduct of our business. Thisincludes, without limitation, laws covering the gaming industry, commercialbribery and kickbacks, copyrights, trademarks and trade secrets, informationprivacy, insider trading, illegal political contributions, antitrustprohibitions, foreign corrupt practices, offering or receiving gratuities,environmental hazards, employment discrimination or harassment, occupationalhealth and safety, false or misleading financial information or misuse of corporateassets. Any employee or director involved in court or other similar proceedingsarising out of his or her employment with, or service to, the Authority isexpected to abide by the rules and cooperate with the orders of the court, andnot in any way commit perjury or obstruction of justice.

 

**Kickbacksand Gratuities**

 

The Authority considers itto be unethical and improper for any employee to accept or offer any payment,gift, gratuity or employment to or from vendors, contractors, or governmentofficials as an inducement for preferential treatment. All such offers forkickbacks and gratuities shall be reported immediately to the Chief ExecutiveOfficer (CEO), Chief Operations Officer (COO) and Chief Financial Officer(CFO). The Authority does not consider the giving or acceptance of items ofminimal value, such as a cap, T-shirt, jacket, an occasional lunch, game ofgolf, or the like with non government officials to be a kickback, gift orgratuity for the purpose of this Code.

 

**Conflictsof Interest**

 

The best interests of theAuthority are expected to be foremost in the minds of our employees anddirectors as they perform their duties. All employees and directors have a dutyof loyalty to the Authority and may not take personal advantage of any opportunitythat properly belongs to the Authority. No employee shall be, or appear to be,subject to influences, interests, or relationships which conflict with the bestinterests

 

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of the Authority.

 

Employees, without priorapproval of the CEO, may not serve as an officer, director, manager, employee,or agent of any company that is customer, supplier or competitor of theAuthority. Employees may not own a significant financial interest of more than5% in or make personal loans or guarantees to a customer, supplier orcompetitor of the Authority.

 

The Authority does not makeloans to or guarantee obligations of its officers, directors or employees.

 

Employees should not engagein outside interests that divert time and attention from properly attending tothe Authority’s affairs. Any principal officer or employee that discovers abusiness opportunity that is in our line of business must first present thebusiness opportunity to our Board before pursuing the activity in his or herindividual capacity. If the Board waives our right to pursue the opportunity,then the employee may pursue such opportunity in his or her individualcapacity.

 

**FinancialReporting**

 

Our policy is to promptlydisclose information that is accurate and complete in all material respectsregarding the Authority’s business, financial condition and results ofoperations. Reporting that fails to comply with federal securities laws willnot be tolerated and can severely damage the Authority and cause legalliability. Employees are expected to maintain accurate and reliable corporaterecords that will enable the Authority to provides full, fair, accurate,timely, and understandable financial reports and should promptly reportevidence of improper financial reporting.

 

The Authority’s’ CEO, COO,CFO and other directors and managers as identified by the CEO have specificlegal obligations to ensure the Authority provides full, fair, accurate,timely, and understandable financial reports.

 

**ImproperInfluence on Conduct of Audits**

 

No director or employee shalltake any action to fraudulently influence, coerce, manipulate, or mislead anyindependent public or certified accountant engaged in the performance of anaudit of the financial statements of the Authority for the purpose of renderingsuch financial statements materially misleading. Examples of such behaviorinclude, but are not limited to:

 

Offering or paying bribes orother financial incentives, including offering future employment or contractsfor non-audit services;

 

Providing an auditor with aninaccurate or misleading legal analysis;

 

Threatening to cancel orcanceling existing non-audit or audit engagements if the auditor objects to theAuthority’s accounting;

 

Seeking to have a partnerremoved from the audit engagement because the partner objects to the Authority’saccounting;

 

Blackmailing and/or makingphysical threats; and

 

Releasing confidentialinformation.

 

**Confidentiality**

 

No employee may divulgeconfidential or proprietary information relating to the Authority unlessauthorized by the CEO or CFO. If any employee has a question as to whetherinformation is confidential, he or she should seek guidance from the CEO orCFO.

 

**EmployeePrivacy**

 

The Authority is committedto protecting the privacy of its employees. This includes employee data maintainedby the Authority. Employee data will primarily be used to support the Authority’soperations, provide employee benefits, and comply with Federal, State andTribal laws and regulations. The Authority and all employees are expected tocomply with all data protection laws, regulations and the Authority’s policies.

 

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**InsiderTrading**

 

Federal securities lawsprohibit the buying or selling of securities as a result of “inside information”or information that is not known or disclosed to the public. Our directors andemployees may not engage in the trading of the Authority’s notes or provideinside information to any other person which may lead to that person tradingthe Authority’s notes on the basis of, such inside information.

 

**PublicCommunications**

 

Our policy is to providetimely, materially accurate and complete information in response to publicrequests (media, analysts, etc.), consistent with our obligations to maintainthe confidentiality of competitive and proprietary information and to prevent selectivedisclosure of market-sensitive financial data. In connection with our publiccommunications, we are required, and our policy is, to comply with RegulationFD (which stands for “fair disclosure”) under the federal securities laws.Officers must be aware of the requirements of Regulation FD and must make everyreasonable effort to ensure that our public disclosures comply with thoserequirements.

 

**ComputingResources, Email, and the Internet**

 

All Internet relatedservices are intended to be used for the Authority’s business. All informationon the Authority’s computer systems, including electronic mail, is the propertyof the Authority. To ensure that computing resources are used in accordancewith expectations, management may inspect and disclose the contents ofelectronic messages if such inspection and disclosure is made for legitimatebusiness purposes or as necessary to protect the rights and property of theAuthority.

 

Use of computing resourcesto offend or harass others is not acceptable and is prohibited. Employees whouse the Internet to access sites that contain offensive materials related tosex, race, or other protected categories, or who otherwise violate theseprohibitions, will be subject to termination.

 

**PoliticalActivities**

 

We consider ourselves anapolitical organization. As such, no Authority funds or assets will becontributed or used for the purpose of influencing any election without theapproval of our Board of Directors. This Code does not prohibit the Authority’sparticipation in trade with special interest organizations.

 

**Safety andthe Environment**

 

The Authority is committedto full compliance with all safety and environmental laws and regulations. Allemployees are expected to comply with these laws, regulations and the Authority’spolicies.

 

**Timeliness**

 

All employees are expectedto carry out their assigned duties in a timely manner. All employees areexpected to arrive at and depart from work at their assigned times.

 

**Waivers ofthe Code**

 

Waivers of this Code will begranted on a case-by-case basis and only in extraordinary circumstances.Waivers may be obtained only from our Board of Directors and will be promptlydisclosed to the public.

 

**ComplianceProcedures**

 

Any employee who knows, orhas reason to believe, of violations to this Code or other policies andprocedures of the Authority may promptly report the violation through theAuthority’s hotline. The hotline phone number is 1866-328-4242. It is availablehours a day, 365 days a year. Reporting may be anonymous. No employee will besubject to retaliation, discrimination, or other adverse treatment forreporting. Each year, the Authority’s officers are required to state in writingthat they have no knowledge of material violations to this Code and otherAuthority policies other than those that may have been previously reported, ifany.

 

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As part of its regularauditing procedures, the Dry Creek Gaming Commission will periodically reviewinternal policies and procedures and report its finding to our Board ofDirectors. The Authority’s external auditors are also expected to report inwriting any known or suspected violations.

 

The Authority discloses thisCode on its web site in addition to all other filing requirements.

 

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