**Exhibit 14.1**
**CODE OF CONDUCT**
     This Code of Conduct has been adopted by the Board of Directors of SportChalet, Inc. (the “Company”) as a supplement to the existing codes and policiesof the Company.
     1. Scope. This Code applies to all directors, officers and employees ofthe Company, and is intended to deter wrongdoing and to promote the conductspecified in Sections 2 through 6.
     2. Ethical Conduct. Each director, officer and employee shall promotehonest and ethical conduct, including the ethical handling of actual orapparent conflicts of interest between personal and professional relationships.
     Directors, officers and supervisory employees are expected to act as rolemodels for employees under their supervision by acting in an honest and ethicalway in all situations.
     3. Company Records, Reports and Communications. Accurate and reliablerecords of many kinds are necessary to meet the Company’s legal and financialobligations and manage our business. Therefore, the Chief Executive Officer,Chief Financial Officer and all accounting employees shall promote full, fair,accurate, timely and understandable disclosure in reports and documents thatthe Company files with, or submits to, the Securities and Exchange Commissionand in other public communications made by the Company. This will include suchactions as:
• Becoming familiar with the disclosurerequirements applicable to the Company as well as our businessand financial operations. • Providing a system for the careful review of allsuch reports, documents and communications. • Adequately supervising the preparation of thefinancial disclosure in the periodic reports required to befiled by the Company, including reviewing and analyzing thefinancial information to be disclosed. • Consulting, when appropriate, with professionaladvisors for advice with respect to such reports, documentsand communications.
     All employees must keep in mind that the reports and forms they fill outin the course of their work become part of the information that our accountingstaff and officers rely on in making decisions and preparing public reports.The falsification or improper entry of records, and any other activity thatcompromises the integrity of Company information, is a serious violation ofthis Code.
     4. Compliance. Each director, officer and supervisory employee willpromote compliance with applicable governmental laws, rules and regulations by,among other things:
• Becoming familiar with the applicable laws, rulesand regulations. • Consulting professional advisors for advice inunderstanding and complying with laws, rules and regulations.
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• Training employees under their supervision tounderstand and comply with laws, rules and regulations.
     5. Prompt Internal Reporting. Violations of this Code must be promptlyreported to the Chairman of the Board of or the Chairman of the Audit Committeeof the Board of Directors (each, a “Compliance Officer”), either by directcontact or through the Company “hotline.” Reports made through the hotline canbe made anonymously. The hotline, which is available 24 hours a day, 365 daysa year, is operated by an independent firm and not by employees of the Company.A matter should not be reported to a person involved in the matter.
     Whether reporting directly or through the hotline, any employee who ingood faith reports a violation or suspected violation of this Code or othermatters concerning accounting, internal controls or audit matters, will beprotected from retaliation such as discipline or involuntary termination ofemployment as a result of their reports. Every reported allegation of illegalor unethical behavior will be thoroughly and promptly investigated.
     Each director, officer and supervisory employee shall promote the promptreporting of violations of this Code by, among other things:
• Reporting all violations to a Compliance Officeror the hotline. • Encouraging employees to report violations to aCompliance Officer or the hotline, and keeping employeesinformed about how to use the hotline. • Protecting the anonymity of employees who makereports. • Supporting and assisting the thorough and promptinvestigation of reports. • Preventing retaliation against any employee forgood faith reporting violations of this Code or forparticipating in any investigation relating to a reportedviolation of this Code.
     6. Accountability. The officers of the Company shall promoteaccountability for adherence to this Code by, among other things:
• Distributing copies of this Code annually to all employees. • Supporting appropriate sanctions for violations of this Code. • Designating those employees who will be requiredto certify their adherence to the Code.
     7. Waiver. If the Company approves any material departure from theprovisions of this Code, or if the Company fails to take action within areasonable period of time regarding a material departure from any provision ofthis Code, the Company will make a timely report of the event on a Form 8-K orpost notice thereof on its website.
     8. Amendment. The Board of Directors of the Company must approve anyamendment to this Code, and (other than a technical, administrative or othernon-substantive amendment) the Company will make a timely report of theamendment on a Form 8-K or post notice thereof on its website.
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     9. Certification. Officers, directors, and designated employees will beasked to certify annually, in writing, their compliance with this Code,substantially as follows:
I have reviewed and understand the Code of Conduct. Ihereby confirm that during (the most recentlycompleted year):
• I have complied with the Code. • I do not have personalknowledge of any unreported Code violations byothers. • All who report directly to mehave certified in writing their compliancewith the Code.
     10. Sanctions. If a Compliance Officer determines that a director,officer or employee may have violated any provision of this Code, the violationshall be reported to the Board of Directors of the Company. The Board ofDirectors will be responsible for establishing a fair process to determine if aviolation has occurred, including notice to the alleged violator before a finaldetermination is made and an opportunity for such person to be heard. If thealleged violation of this Code would also be a violation of law, the Board ofDirectors may either make an independent determination or rely on the findingsof any court or administrative tribunal. If the Board of Directors determinesthat a violation has occurred, it may, among other things:
• Terminate the employment relationship of such person. • Place such person on a leave of absence. • Counsel such person. • Authorize such other action as it deems appropriate.
     11. Employment Agreements. Any termination of an employee under Section10 will be deemed to be “for cause” within the meaning of any employmentagreement with the Covered Person.
     12. Interpretation. All questions concerning interpretation of this Code shall be referred to, and conclusively determined by, the two Compliance Officers acting together.
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