EXHIBIT 14

Code of Conduct

Ethical, Legal and Business Conduct Policies
                                                            September 30, 2004
            Dear Employee:

            We are the beneficiaries of a proud tradition established by
            DeWitt and Lila Wallace and built by many other people who have
            devoted their talents and loyalty to Reader's Digest over the
            years.

            I take great pride in our Company, and the ethics and values
            demonstrated by its employees and directors. The Company's
            success in conducting business in many countries around the world
            depends on our ability to adapt to diverse economic, political
            and social environments in a manner consistent with our values.
            Many of these values are contained in the Company's Ethical,
            Legal and Business Conduct Policies (also known as the Code of
            Conduct).  These policies guide us in all aspects of our business
            lives.

            We took a new look at our Code of Conduct in light of the issues
            and events that have rocked the corporate world in the past year
            and the new regulatory environment in which we operate.  I'm
            proud to say that our existing Code anticipated many of these
            concerns.  Nonetheless, we believe the Code (1) could be even
            clearer, (2) should include additional examples of conduct to be
            avoided, and (3) should explicitly provide that, in certain
            circumstances, any waivers of the Code must be approved by the
            Board of Directors or its Audit Committee.  Therefore, this new
            version of the Ethical, Legal and Business Conduct Policies
            replaces the version that was issued in 1999.

            These policies are designed to allow business units to implement
            them in a manner suitable to the geographical areas in which they
            operate. These policies are in addition to (and not in
            substitution of) other policies of the Company (including but not
            limited to our Human Resources Policies, Practices, and
            Procedures and Proprietary Information Policy).

            Our goal of increasing the financial return to our stockholders
            is acceptable only with the observance of high ethical
            standards.  In fact, I strongly believe that we cannot sustain
            our success without maintaining such standards.  We all must
            clearly understand that engaging in illegal or unethical
            practices in an effort to meet a perceived business objective is
            never justified. Such practices jeopardize the Company's
            hard-earned reputation and future well-being, and will not be
            condoned or tolerated.

            Situations are likely to arise that may require interpretation of
            these policies.  In such cases, you should seek the guidance of
            your immediate manager or supervisor, or the General Counsel,
            Chief Financial Officer, Chief Human Resources Officer or me.
            Although this Code contains standards, and includes specific
            examples, you should always err on the side of seeking advice or
            avoiding circumstances or activities that could reflect poorly on
            you or the Company.

            I entrust these principles and policies to you. Please give them
            your thoughtful and frequent attention.

            Sincerely,
            Thomas O. Ryder
            Chairman and Chief Executive Officer


                                     BUSINESS ETHICS


            We must maintain the kind of corporate conduct and achievement
            that will keep us and our successors proud to be Reader's Digest
            employees and will continue to give us a competitive advantage.
            It is the policy of the Company that the Company and its
            directors, officers and employees shall observe the highest
            standards of business and personal conduct in their activities
            that relate to the Company's business, including:

            (a)   honesty and candor in their activities;

            (b)   compliance with the spirit, as well as the letter, of all
                  applicable laws, rules, and regulations (notwithstanding
                  the discussion in this Code of certain specific applicable
                  laws);

            (c)   avoidance of conflicts between personal interests and the
                  interests of the Company, or even the appearance of such
                  conflicts;

            (d)   maintenance of the Company's reputation; and

            (e)   avoidance of activities that might reflect adversely on the
                  Company.

            Some examples follow:

            (1) Conflicts of Interest

            Members of the Board of Directors ("Directors") and employees
            must avoid conflicts between their personal interests and the
            interests of the Company.  A conflict situation can arise when a
            Director or employee takes actions or has interests that make it
            difficult to perform his or her Company work objectively and
            effectively.  The following examples are illustrative of the
            kinds of conflicts that must be avoided:

            (a)   No Director or employee may hold an interest -- proprietary,
                  financial or otherwise -- in any supplier, customer or
                  competitor of the Company.  It is not a violation of this
                  policy if (i) a Director or employee beneficially owns an
                  interest of less than one percent of a company whose stock
                  is publicly traded or (ii) the ownership of the interest
                  would not disqualify the Director under any standards that
                  are adopted by the Board of Directors regarding
                  independence from management or conflicts of interest.

            (b)   Directors and employees may not seek to profit from
                  confidential information or business opportunities that
                  become known to them as a result of their position.

            (c)   Employees who perform specialized services for the Company
                  (such as marketing, data processing and editorial services)
                  may not perform similar services for a competitor.

            (d)   Directors and employees may not conduct business on behalf
                  of the Company with any relative or member of their
                  household, or with any company of which such person is an
                  officer, director or substantial owner or in which such
                  person holds a position of influence or under circumstances
                  in which such person is likely to benefit directly from the
                  arrangement.

            (e)   If a Director or employee becomes aware that a relative or
                  member of his or her household has sold, licensed, or
                  otherwise provided, or has offered to sell, license or
                  otherwise provide, goods or services (including editorial
                  material) to the Company, the director or employee must
                  disclose such as follows:

                        (1)   an employee must disclose such to the Chief
                              Executive Officer, General Counsel, Chief Human
                              Resources Officer or Chief Financial Officer;

                        (2)   any Executive Officer, including the Chief
                              Executive Officer, and any direct report of the
                              Chief Executive Officer level 15 or higher,
                              must disclose such to the Audit Committee of
                              the Board of Directors; and

                        (3)   a Director must disclose such to the Board of
                              Directors.

                        Further, the Director or employee may not be involved
                        in evaluating, approving, negotiating, or managing
                        the sale, license, or provision to the Company of the
                        goods or services.

            (f)   No employee may serve as a member of a board of directors
                  of any other company (except a not-for profit organization)
                  without the permission of the Chief Executive Officer (or,
                  in the case of the Chief Executive Officer, without the
                  permission of the Corporate Governance Committee of the
                  Board of Directors or the Board of Directors).

            (g)   No employee may act as director, officer, partner,
                  employee, agent or consultant for a supplier, customer or
                  competitor.

            (h)   Directors and employees and their relatives and members of
                  their household may not receive gifts, contributions,
                  gratuities, loans, discounts, or favors from customers,
                  suppliers or others with whom the Company does (or seeks to
                  do) business that would not otherwise be available to them,
                  except (i) casual entertainment or gifts of small value
                  consistent with accepted business practice in the country
                  and industry involved, and (ii) loans from financial
                  institutions on prevailing terms and conditions. The terms
                  "gift", "loan", "favor", and "contribution" are used herein
                  in the broadest sense. They apply to any expressed or
                  implied promise to provide anything of value, regardless of
                  form, whether in money, property or services, including the
                  use of facilities or personnel.

            (i)   Directors and employees may not use Company property,
                  funds, facilities, personnel, information, or other
                  resources, for personal benefit.

            (j)   For purposes of this Code, the term "relative" includes,
                  but is not limited to, children, parents, siblings,
                  spouses, in-law, adoptive, and "step" relationships, and
                  relationships through marriage.

            (2)   Appearance of Conflict of Interest

            Even the appearance of a conflict between personal gain and the
            interest of the Company damages the trust and confidence on which
            the Company's reputation rests. Appearance of such a conflict may
            be just as damaging to the reputation of the Company as a real
            conflict. From time to time, all Directors and employees must
            take an objective look at their actions and inquire whether or
            not a reasonable, disinterested observer -- a customer, a
            supplier, a stockholder, an acquaintance, an examiner or a
            government representative -- would have grounds to believe either
            that business is conducted with the Company on the basis of
            favoritism, friendship, family ties, or the giving and receiving
            of gifts, rather than being conducted on the basis of merit and
            business judgment, or that the resources of the Company are
            available to support the personal activities of a Director or an
            employee.

            (3)   Commercial and Government Relations

            Relationships with customers, suppliers, competitors, employees
            and government officials must be based on fair dealing and
            competition in quality, price and service and on compliance with
            applicable laws and regulations. The giving of gifts, loans or
            favors in an effort to sell products or services or to influence
            business, labor or governmental decisions is prohibited.
            Similarly, a payment that is not permitted to be made by the
            Company must not be made indirectly through an officer, employee,
            relative, agent, broker, trade association, consultant or other
            third party who is provided or reimbursed with funds for that
            purpose by the Company, or who receives funds from the Company
            under circumstances giving rise to concern that the individual or
            entity may be diverting some part of them to such purpose. The
            following are illustrative of prohibited gifts, loans, or favors:

            (a)   to any foreign or domestic government official or employee
                  for any purpose, including to influence the enactment or
                  the interpretation of any law or regulation affecting the
                  Company;

            (b)   to any third party intended for ultimate payment to any
                  government official;

            (c)   to any agent or intermediary representing the Company in
                  communicating with government officials or agencies, unless
                  the purpose of the representation and the amount of the
                  payment are approved in writing by the Chief Executive
                  Officer or Chief Financial Officer and by the General
                  Counsel;

            (d)   to any employee of another company who can directly or
                  indirectly influence the making of a decision by the other
                  company concerning any business transaction with the
                  Company;

            (e)   to any third party not providing goods or performing
                  services for or on behalf of the Company; or

            (f)   in contravention of any law.

            This principle is not intended to preclude inexpensive
            entertainment, gifts or gratuities that: (a) are consistent with
            applicable law, accepted business practices and ethical standards
            in the country where made, (b) if known publicly would not
            embarrass the Company, (c) are accurately recorded in the
            Company's books and records, and (d) are made for one of the
            following purposes:

                  (i)   sales and marketing programs approved by management
                        and consistent with these policies; or

                  (ii)  the facilitating or expediting of routine government
                        action by government officials outside the United
                        States, consistent with accepted business practice in
                        the country where made. Routine government action is
                        that which is ordinarily and commonly performed by
                        government employees in granting permits or licenses,
                        processing governmental papers, such as visas and
                        work orders, providing police protection, mail
                        pick-up and delivery, providing telephone service,
                        power and water supply or providing other services of
                        a routine nature associated with the conduct of
                        business operations, but does not include
                        entertainment, gifts or gratuities in connection with
                        award of new business or the continuation of existing
                        business or to obtain favorable treatment with
                        respect to governmental taxes, fees or refunds.




            (4)   Employment of Relatives

            The Company hires and promotes individuals on a
            non-discriminatory basis, taking into account many factors, such
            as the skills and experience of the individual and the business
            needs of the Company. No employee may directly or indirectly
            supervise, manage or provide counsel with respect to a relative
            or an employee living in the same household or other employee in
            whom such individual has a personal interest. No employee may
            permit a personal relationship with another employee, whether as
            a result of being a relative or otherwise, to affect the
            discharge by such employee of his or her responsibilities.

            Relatives of, and individuals living in the same household as,
            members of employees who are in salary levels Grade 10 and above
            (or the local company equivalent) are not eligible for employment
            with the Company. In addition, relatives of, or individuals
            living in the same household as, employees of the Human
            Resources, Legal or Finance Departments are not eligible for
            employment.

            If two employees marry, both may continue their employment only
            if the Chief Human Resources Officer and General Counsel
            determine that the employees' positions present no conflict or
            potential conflict with these principles.

            (5)   Corporate Opportunity

            No Director or employee may, for his or her own benefit or for
            the benefit of any other person or entity (a) take advantage of
            an opportunity to acquire another business enterprise, to
            purchase property, or (b) seize any other business opportunity
            that comes to the attention of such person as a result of his or
            her relationship to the Company, if such opportunity is relevant
            to the Company's present or prospective business activities,
            without first offering the opportunity to the Company. In this
            connection, no editor may publish with or offer for publication
            to an outside publisher, an original article, book or other work
            of the type that may be published by the Company without first
            offering such article, book or other work to the Company for
            publication.

            Except with the prior approval of the Chief Human Resources
            Officer and General Counsel (or, in the case of the Chief
            Executive Officer,  other Executive Officers, or direct reports
            of the Chief Executive Officer level 15 or higher, with the prior
            approval of the Compensation and Nominating Committee of the
            Board of Directors), no employee may be paid for any special
            services performed for the Company other than the regular
            salaries and/or bonuses for which such employee would be eligible
            in the normal course of business.

            (6)   Accuracy of Records

            It is essential that the integrity, accuracy and reliability of
            the Company's books, records and financial statements be
            maintained. No transaction may be entered into with the intent to
            document or record it in a deceptive manner, and no false or
            artificial documentation or book entry is to be made for any
            transaction. Similarly, all funds, assets and transactions must
            be accurately recorded on the appropriate books.

            (7)   Political Contributions

            Employees may participate in political activities of their
            individual choice. Such activities, however, may not occur on
            behalf of the Company or otherwise compromise or appear to
            compromise the independence or integrity of the Company or the
            employee in the performance of the employee's duties.
            It is illegal for the Company to make any contribution to
            candidates for U.S. federal elective office. Similar prohibitions
            or regulation of political contributions may exist in other
            jurisdictions. No employee may make any political contribution on
            behalf, or for the benefit, of the Company without the permission
            of the Chief Executive Officer and the General Counsel.

            (8)   Fair Dealing

            Each Director and employee must endeavor to deal fairly with the
            Company's customers, suppliers, competitors, and employees.  It
            is unacceptable to take unfair advantage of anyone through
            misrepresentation of material facts or otherwise.

            (9)   Protection and Use of Company Assets

            All Directors and employees must protect the Company's assets and
            ensure their efficient use.  Theft, carelessness and waste have a
            direct impact on the Company's profitability.  All Company assets
            must be used for legitimate business purposes.

                      COMPLIANCE WITH COMPETITION OR ANTITRUST LAWS

            Antitrust or competition laws exist in many countries. While
            varying in scope, they are directed primarily against collusive
            market behavior among competitors and collective or individual
            abuses of market power. Adherence to these laws promotes the
            Company's determination to compete aggressively and fairly and
            prevents potentially severe penalties against the Company and
            individual employees.

            It is the policy of the Company to comply with all antitrust and
            competition laws applicable to its operations, and to avoid joint
            anticompetitive practices and abuses of market power. Any
            questions regarding the antitrust or competition laws should be
            referred to the Legal Department.




                             CUSTOMER AND CONSUMER RELATIONS


            The protection of our worldwide reputation and the maintenance
            and improvement of relationships with customers and potential
            customers is of vital importance to the Company. The quality and
            safety of the Company's products and their fair and accurate
            representation to customers and potential customers are key
            elements in these relationships.

            It is the policy of the Company to assure the continuity of its
            customer and consumer relationships by:

            (1)   offering products that meet applicable government
                  standards, or such higher standards as may be adopted by
                  the Company; and

            (2)   assuring the accuracy and propriety of any representations
                  made by the Company concerning the quality and other
                  characteristics of our products and services.


                        DISCLOSURE AND CONFIDENTIALITY OF COMPANY
                             INFORMATION AND INSIDER TRADING


            It is in the Company's interest to communicate in a forthright
            and accurate manner with its stockholders, employees and other
            interested public and private groups and institutions, and to
            respond to valid requests for public disclosure of information
            about its business and affairs. However, unauthorized disclosure
            or use of Company information for personal gain or advantage,
            including any improper trading in the Company's stock, is not in
            the interests of the Company, its stockholders or its employees,
            and is, therefore, prohibited.

            (1)   Disclosure by the Company

            The Company conducts a program of public disclosure of
            appropriate information through communications such as annual
            reports to stockholders, proxy statements, press releases,
            presentations to securities analysts, and reports filed with the
            United States Securities and Exchange Commission (SEC). The laws
            of other governmental jurisdictions in which the Company operates
            may require disclosure of additional or different financial or
            other information. Such requests should be referred to the Chief
            Financial Officer and/or General Counsel.

            Only spokespersons authorized by the Global Communications
            Department may communicate on behalf of the Company with the news
            media, and only spokespersons authorized by the Investor
            Relations Department may communicate on behalf of the Company
            with investors and members of the financial community.

            As a public company, the Company is required to file various
            periodic reports and documents with the Securities and Exchange
            Commission.  It is the policy of the Company to:

            (a)   make full, fair, accurate, timely and understandable
            disclosure in reports and documents that the Company files with,
            or submits to, the Commission and in other public communications
            that the Company makes; and

            (b)   prevent unauthorized disclosure or use of Company
                  information that is confidential or proprietary, including
                  any non-public information that might be of use to
                  competitors or harmful to the Company or its customers, if
                  disclosed. "Proprietary" information is any information
                  developed or compiled by the Company that gives the Company
                  an advantage over its competitors. Proprietary information
                  includes, but is not limited to, all business, financial,
                  marketing, planning or technical information, common
                  knowledge or data that have not been released, published or
                  otherwise become knowledge in the industry. The Company's
                  Proprietary Information Policy provides additional guidance
                  regarding this issue.

            (2)   Insider Trading Compliance

            Company policy and the law forbid any director or employee from
            trading in securities of the Company on the basis of "material
            nonpublic" information or from disclosing that information to
            others ("tipping"). Company policy and the law also forbid any
            employee who acquires knowledge of material nonpublic information
            about any other company in the course of carrying out his or her
            Company responsibilities from trading in that company's
            securities and from disclosing that information to others. Any
            questions regarding this policy should be referred to the General
            Counsel or the Corporate Secretary.

            (a)   Elements of Insider Trading

            Insider trading involves trading or helping others to trade in
            securities on the basis of information that is both "material"
            and "nonpublic."

                  (i)   "Material" information is information that could
                        reasonably be expected to affect the judgment of a
                        reasonable investor as to whether to buy, sell or
                        hold stock. It is impossible to list all the types of
                        information that might be considered "material."
                        Examples include information about Company earnings
                        and other financial results and forecasts, dividends,
                        important operational developments, mergers,
                        acquisitions and divestitures, public or private
                        securities offerings, threatened or pending
                        litigation and extraordinary management developments.

                  (ii)  Information is "nonpublic" until it has been
                        effectively communicated to the marketplace.
                        Information may be considered to be "nonpublic" until
                        it has been reported by the Company to the SEC or has
                        been the subject of a Company news release.

            (b)   Penalties for Insider Trading

            Penalties for insider trading are severe, both for individuals
            involved in this type of unlawful conduct and for the Company.
            Penalties include loss of profits; fines up to $1 million; and/or
            criminal penalties, including jail sentences.
            In addition, any violation of this policy by an employee may
            result in disciplinary action by the Company, which may include
            termination of employment.

            (c)   Avoiding Insider Trading

            Before trading in securities when you may have inside
            information, ask yourself the following questions:

                        1.    Is the information material?

                        2.    Has the information been made public?

            If you believe that the information is material and nonpublic,
            you should:
                        1.    not purchase or sell the securities on behalf
                              of yourself or others;

                        2.    not communicate the information to other
                              employees except those who need to know the
                              information in connection with their job
                              responsibilities;

                        3.    not communicate the information to
                              non-employees; and

                        4.    take care to safeguard and restrict access to
                              the information to prevent inadvertent
                              disclosure.

            If you have questions, contact the General Counsel or the
            Corporate Secretary.




                                    EMPLOYEE RELATIONS

            The profitable growth of the Company's businesses depends on the
            development and effective use of the full range of our employees'
            abilities. The Company's Human Resources Policies, Practices and
            Procedures contain many of the employee relations policies of the
            Company. Several significant policies are summarized below.

            (1) Employment Policies

            It is the policy of the Company to provide for its employees:

            (a) terms and conditions of employment (such as compensation,
            benefits and development and career opportunities) free from
            bias, discrimination or harassment; and

            (b) a working environment conducive to their health, safety and
            security, by meeting applicable government standards or such
            higher standards as may be adopted by the Company.

            (2) Employment Terms

            The Company employs all employees "at will" except in certain
            non-U.S. locations where the "employment at will" status is not
            recognized.




                                PROTECTION OF ENVIRONMENT


            It is the policy of the Company to protect the environment by
            satisfying applicable legislative and regulatory requirements, or
            such higher standards as may be adopted by the Company, and to
            prevent or correct conditions that may pose a threat to the
            environment. Violations of prescribed standards for protecting
            the environment may involve severe penalties for both the Company
            and individual employees.




                             ADMINISTRATION OF THESE POLICIES


            (1) Compliance With Policies

                  (a)   Directors and employees are expected to act fairly
                        and honestly in all transactions with the Company and
                        to maintain and support the demanding ethical
                        standards of the Company. Although laws and
                        regulations may be ambiguous and difficult to
                        interpret, all employees must make a good faith
                        attempt to follow not only the letter of the law, but
                        also the spirit and intent of the law. Questions
                        regarding any law or regulation should be directed to
                        the Legal Department.

                  (b)   Adherence to these policies can best be achieved by
                        resolving any doubts in favor of full and prompt
                        disclosure to appropriate persons at the Company.  If
                        a situation arises where an employee is unsure
                        whether he or she or another employee has violated a
                        policy, or becomes aware of a situation that may be
                        prohibited by a policy, or is unsure about the best
                        course of action in a particular situation, the
                        employee must speak with his or her immediate
                        supervisor or manager, the Chief Executive Officer,
                        the General Counsel, the Chief Financial Officer or
                        the Chief Human Resources Officer.

                  (c)   Each Director and employee will be required to sign
                        an annual certification representing that he or she
                        understands all of these policies, agrees to be bound
                        by them, has not engaged in conduct prohibited by
                        these policies and has no knowledge of any violation
                        of these policies.

            (2)   Disciplinary Action

            A violation of any one of these policies may result in
            disciplinary action, the severity of which may range up to and
            including termination of employment.

            (3)   Supervisor's Responsibilities

            Each employee in a supervisory position is responsible for
            maintaining his or her subordinates' awareness of these policies
            and the importance of complying with them.

            (4)   Employee's Responsibility

            Adherence to these policies is the responsibility of each
            Director and employee. Employees having knowledge of facts that
            constitute a violation of any of these policies, or a violation
            by the Company of any law, rule or regulation, must report the
            matter to the Chief Executive Officer, the General Counsel, the
            Chief Financial Officer or the Senior Vice President, Human
            Resources. No improper or illegal behavior will be justified by a
            claim that the behavior was ordered, ignored or tacitly approved
            by someone in higher authority. No one, regardless of position,
            is authorized to direct an employee to commit an act in violation
            of these policies, other Company policies or any law or
            regulation.  Retaliation by any employee against another employee
            for reporting in good faith a potential violation is prohibited.
            Employees may submit concerns regarding questionable accounting
            or auditing matters by using the contact information contained on
            the Company's Intranet websites.  Employees may request that such
            submissions be handled in a confidential, anonymous manner.

            (5)   Application, Implementation, and Compliance

            These policies apply to all Directors and employees of the
            Company, including all subsidiaries, operating divisions, and
            affiliated legal entities. To the extent local law in a
            jurisdiction in which the Company operates may be inconsistent
            with any of these policies, requirements of law take precedence.
            Any changes to these policies that may be required to comply with
            requirements of law may be made only with the advance approval of
            the General Counsel.  These policies are in addition to, and not
            in substitution of, any other policies and procedures of the
            Company and its subsidiaries.

            Copies of these policies are to be distributed to all Directors
            and employees upon their joining the Company. To promote
            awareness and understanding, corporate officers, department
            heads, and managing directors will assure that the contents of
            these policies are the subject of periodic discussion among their
            subordinates, no less frequently than on an annual basis.

            (6)   Interpretation/Exceptions

            Questions of interpretation of these policies should be referred
            to the General Counsel, the Chief Human Resources Officer, or the
            Chief Financial Officer. Exceptions to these policies must be
            approved in writing by the General Counsel, the Chief Human
            Resources Officer, and the Chief Financial Officer.  At their
            discretion, they may refer a matter to the Audit Committee of the
            Board of Directors.  Exceptions involving the Chief Executive
            Officer, his or her direct reports level 15 or higher, or any
            Executive Officer of the Company must be approved by the Audit
            Committee of the Board of Directors, and exceptions involving a
            Director must be approved by the Board of Directors).  To the
            extent required by law or regulation, exceptions involving
            Directors or Executive Officers must be promptly disclosed to
            shareholders.