BUSINESS CONDUCT

                                       AND

                                  ETHICS POLICY

TABLE  OF  CONTENTS

OVERVIEW

This  Business  Conduct  and  Ethics  Policy  contains  the  following sections:



     INTRODUCTION
            General  Policy                                                  1
            Purpose                                                          1
            Not  a  Contract                                                 2
            Scope                                                            2

     CONFLICT  OF  INTEREST
            General  Policy                                                  3
            Vendor  Relationships                                            4
            Returning  a  Gift                                               5
            Declining  a  Trip                                               6
            Documenting  Disposition  of  Gifts                              6

     IMPROPER  PAYMENTS                                                      7

     PROPRIETARY  AND  CONFIDENTIAL  INFORMATION                             8

     EQUAL  EMPLOYMENT  OPPORTUNITY                                          9

     ANTI-HARASSMENT  POLICY                                                10

     ANTITRUST  LAWS                                                        12

     ACKNOWLEDGMENT  OF  RECEIPT  AND  COMPLIANCE                           13

     EXPLANATION  OF  POTENTIAL  CONFLICT  OF  INTERESTS                    14

<PAGE>

INTRODUCTION


GENERAL  POLICY     You  are  expected  at  all  times  to  observe  the highest
standards  of  business ethics.  Conduct your personal business affairs to avoid
any  possible  conflict  of  interest with your duties and responsibilities as a
member  of  the  Company.

PURPOSE     The  purpose  of  this  document  is  to advise you of the Company's
policies  regarding  business  ethics.  The  matters  discussed  below  are  of
importance  to  both  you  and  the  Company.

One  of  the  Company's  most valuable assets is our reputation for fairness and
integrity  in  our  relations  with associates, customers, suppliers, government
agencies  and all others with whom we deal.  This reputation is possible only if
all Company associates continue their adherence to the highest moral and ethical
standards  in  the  conduct  of  Company  business.  Among  those  standards:

-     We  will  obey  the  law  -  in  letter  and  spirit.

-     We  are  straight  forward and above board in all our relationships and we
seek  long  lasting  relationships.

-     We  endeavor to deliver quality products and encourage fair comparisons of
our  products  and  services.

-     In  making  purchases,  we seek maximum value for each dollar spent and in
this  spirit  aggressively  pursue  the  best  values  for  our  customers.

-     We  comply  with  generally  accepted  accounting principles and controls.

-     We  make no corporate payments to governmental officials or candidates for
public  office.

-     We  give no gifts of value and accept no gifts of other than nominal value
from  those  with  whom  we  do  business.

It  is important to remember that while technologies become obsolete, stores and
equipment  wear  out,  and  associates  and  customers  may  come and go, a good
business  reputation  is  an  asset  of  enduring  value.

                                        1
<PAGE>

INTRODUCTION  (CONTINUED)

NOT  A CONTRACT     Nothing contained in this Business Conduct and Ethics Policy
is  intended  to  create,  nor  should  it  be  construed to create, any type of
employment contract, promise or guarantee between the Company and any one or all
of  its  employees.  Nothing  in  this  Business  Conduct  and  Ethics Policy is
intended  to  provide  any  assurance  of  continued  employment.

SCOPE     This  memorandum is not being distributed to every associate, but only
to  those  like  yourself who hold positions of significant responsibility.  The
Company  expects  that  you personally will comply with all Company policies and
procedures;  to  the extent that you are responsible for the activities of other
associates,  it  is  your obligation to see that they are adequately informed of
these  policies  and  of the importance and necessity of strictly complying with
them.ANY  ASSOCIATE  FAILING IN HIS OR HER RESPONSIBILITY FOR THE ENFORCEMENT OF
AND  COMPLIANCE  WITH  THE  POLICIES  SET  FORTH  BELOW  SHALL  BE  SUBJECT  TO
DISCIPLINARY  ACTION,  UP  TO  AND  INCLUDING  TERMINATION.

In  addition, if you are ever aware of any activity that you believe may violate
this  Code  of  Conduct,  whether by a Company associate, vendor or supplier, we
encourage  you  to  contact  the  CEO,  President,  Senior  Vice President Human
Resources  or  the  Chief  Financial  Officer  so that appropriate action can be
taken.  Please  do  not guess at or interpret so-called "gray areas."  If you do
not  fully  understand  the  materials or are in doubt as to how they apply in a
specific  situation,  please  get  in  touch  with your immediate supervisor for
assistance,  or  discuss  the  matter  directly  with either the CEO, President,
Senior  Vice  President  Human  Resources  of  the  Chief  Financial  Officer.

The  specific  areas  that  are  dealt  with  in  these  policies  are:

-     Conflict  of  Interest
-     Improper  Payments
-     Proprietary  and  Confidential  Information
-     Equal  Employment  Opportunity
-     Anti-Harassment  Policy
-     Anti-Trust  Laws

                                        2
<PAGE>

CONFLICT  OF  INTEREST
----------------------

GENERAL  POLICY     Company policy prohibits associates from occupying positions
or  becoming  involved in situations which place the interests of that person in
conflict,  or  which  may appear to others as in conflict, with the interests of
the  Company.  A  conflict of interest arises any time an associate, a member of
his  or  her  family,  or a close personal friend is directly or indirectly in a
position  where  the  possibility  of  personal benefit could interfere with the
individual's  independent  judgment  on  behalf  of  the  Company.

     Because  the  situations  in which a conflict could arise are extensive, no
listing  of  all  types  of  conflicts is possible.  However, the following is a
general  rule  to  abide  by:

     Without  the  approval of the CEO or President of the Company, no associate
of  the  Company,  nor  any  member  of  his  or  her family, should directly or
indirectly  (a)  accept any gift, favor, rebate, fee or compensation of any kind
(whether  cash  or  property)  from, (b) be employed by, consult to or otherwise
render  services to, or (c) have any ownership (other than insubstantial amounts
of  a  public company) in, a current or potential supplier or vendor of goods or
services  to the Company, a current or potential customer of the Company, or any
competitor  of  the  Company.

     Any  gift  offered to an associate of the Company should be declined (other
than  gifts of nominal value, i.e., less than $25.00).  To the extent that gifts
of  nominal  value  are  accepted, they should be treated as corporate gifts and
shared  whenever  possible  with  members of your department.  Samples are to be
accepted  solely  on  behalf of the Company to determine quality, performance or
salability,  and  are  not  to  be  treated  as  personal  property.

     It is Company policy that associates should not accept meals, entertainment
(sporting  tickets,  for  example)  or  trips paid for by a current or potential
supplier,  vendor,  customer  or  competitor.

     Under  limited  circumstances,  occasional  participation  in  such  meals,
entertainment  and/or trips is acceptable, BUT ONLY ON THE FOLLOWING CONDITIONS:
all  meals,  entertainment  or  trips  must  be  (i)  reasonable  and  customary
expenditures directly related to a Company business purpose, (ii) must have been
specifically  approved  by  the associate's supervisor, and (iii) in the case of
trips,  must  also  be  specifically  approved  by  the  CEO  or  President.
                        ------------

                                        3
<PAGE>

CONFLICT  OF  INTEREST  (CONTINUED)
-----------------------------------

GENERAL  POLICY  (CONTINUED)  The  Company has excepted from this general policy
available  "loyalty  program"  rebates  offered  by  airline,  hotel, rental car
agencies,  and  credit  card  companies.

     "Accommodations"  by vendors (e.g., goods or services provided to a Company
associate  or  family  member at a cost not other- wise available to the general
public  as  an  accommodation)  are not acceptable as they are considered favors
provided  to  Company  associates  by  vendors.

     Any  associate  who  is  currently,  or  subsequently becomes involved in a
conflict  situation  must  immediately  notify  the  Senior Vice President Human
Resources,  and/or  discuss  the  matter  with  his or her immediate supervisor.
Absent  unusual circumstances (which would require the approval of the CEO), the
associate  will  generally  be expected to eliminate the conflict.  Other action
deemed  necessary  and  appropriate  by  the  Company  may  also  be  taken.

VENDOR  RELATIONSHIPS     The  Company  strives  to provide maximum value to our
customers.  It  is our belief that such value can best be achieved by conducting
our business in adherence to the letter and spirit of the law and high moral and
ethical  standards.  We strive to have no hidden costs in our relationships with
our  vendor  partners  and  desire  to  choose  our  relationship  on  the  best
combination  of  value,  quality  and  low prices.  Therefore, we prefer to deal
directly  with  the  manufacturers  of the products we sell to our customers and
avoid  middlemen.  While  we  understand  that  in certain limited circumstances
manufacturer's  representatives  and  agents  are  customary,  we discourage the
practice.  In  this  regard,  the  Company  will require prior disclosure of any
relationship  its  vendors  have  with  a  third  party, including manufacturers
representatives,  agent  or  brokers,  that  would  result  in  the  third party
receiving  any  fee, commission, rebate or other compensation in connection with
the  vendor's  relationship  with  or  sale  of  product  to  the  Company.

     In  addition,  vendors  are  prohibited  from  providing  compensation,
incentives,  SPIFFs  or  gifts of any kind directly to any Company employees, or
members  of their families, for their personal use.  Restricted incentives would
include,  but are not limited to, free product, cash, meals, tickets or personal
travel.  To  the  extent approved by the Company, SPIFFs, sales contests and the
like  are  permitted  provided that the payments are made to the Company and not
directly  to  our  associates.

                                        4
<PAGE>

CONFLICT  OF  INTEREST  (CONTINUED)
-----------------------------------

VENDOR  RELATIONSHIPS  (CONTINUED) Violation of these policies will be cause for
immediate  discontinuation  of  the  Vendor's product from the Company's line of
merchandise  and  may  result  in  disciplinary  action  against  the associate.

     The Company discourages all Vendor gifts, gratuities or favors of any kind.
Company  associates  are  prohibited from accepting incentives, compensation, or
gifts  of any kind from Vendors.  Such prohibited incentives would include cash,
free  product,  meals,  tickets,  or  travel.  In  addition  to  any other legal
remedies  available  to the Company, violations of this policy, (a) will subject
Vendor  to  immediate discontinuation of the Vendor's product from the Company's
line  of merchandise, and (b) require Vendor to pay to the Company as liquidated
damages  an  amount  equal  to three times the actual losses plus any attorney's
fees  incurred by the Company in connection therewith.  The Company reserves the
right  to  audit  Vendor  books  and  records  for  the  purpose  of  confirming
compliance.

RETURNING A GIFT     This is a sample letter you may use to return a gift, which
cannot  be  accepted  under  these  guidelines:

     I have received the gift you so kindly sent me.  While I greatly appreciate
the  spirit  in which it is offered, at the same time I shall have to return the
gift  in  accordance  with  the  following  company  policy:

     No  associate  of  the Company, nor any member of his or her family, should
     directly  or indirectly accept any gift, favor, rebate, fee or compensation
     of any kind (whether cash or property) from a current or potential supplier
     or  vendor  of  goods  or  services  to the Company, a current or potential
     customer  of  the  Company,  or  any  competitor  of  the  Company.

Let me assure you again that your thoughtfulness and the sentiment behind it are
sincerely  appreciated.

                                        5
<PAGE>

CONFLICT  OF  INTEREST  (CONTINUED)


DECLINING  A  TRIP     To  decline a trip, entertainment, or other event, send a
letter  like  this:

     I  appreciate  your kind invitation.  While I greatly appreciate the spirit
in which it is offered, at the same time I shall have to decline your invitation
in  accordance  with  the  following  company  policy:

No  associate  of  the  Company,  nor  any  member  of his or her family, should
directly  or  indirectly  accept any gift, favor, rebate, fee or compensation of
any  kind  (whether  cash  or  property) from a current or potential supplier or
vendor  of  goods or services to the Company, a current or potential customer of
the  Company,  or  any  competitor  of  the  Company.

Let me assure you again that your thoughtfulness and the sentiment behind it are
sincerely  appreciated.


     DOCUMENTING  Give  your  manager  a  copy of any letter you send regarding:

DISPOSITION  OF  GIFTS
-     The  return  of  merchandise  gifts,  and
-     Trips  or  events  declined.

                                        6
<PAGE>

IMPROPER  PAYMENTS


POLICY     Company  policy,  as  well  as federal law, prohibits the creation of
secret or unrecorded funds, the recording of false entries in books and records,
and/or  the use of company funds for unlawful purposes.  Each of you must ensure
that:

(a)     No  secret or unrecorded funds or assets shall be created or maintained;

(b)     All  transactions  shall be recorded accurately so that the Company will
be in conformity with generally accepted accounting principles.  No associate of
the  Company  shall enter into any transaction that contemplates or requires the
falsification  of  records,  such  as altering the payee, purpose or expenditure
amounts;

(c)     Company  funds shall not be used for illegal or unethical purposes, such
as  kick-backs,  bribes  or  other  similar  payments  to  vendors,  suppliers,
customers,  governmental  entities  or  officials;

(d)     Company  funds may not be used for contributions to political parties or
candidates.  Legally  permitted contributions to political action committees can
be  made only when deemed in the shareholder's best interest and then only after
review  by  the  Board  of  Directors.  If  an  individual  desires to engage in
political  activity, such activity must be conducted on the associate's own time
and  without  expense  to  the  Company.

                                        7
<PAGE>

PROPRIETARY  AND  CONFIDENTIAL  INFORMATION
-------------------------------------------

POLICY     All  Company  associates  are  expected to maintain a relationship of
trust  and  confidence with the Company.  In furtherance of such a goal, each of
us  is  expected to maintain strict standards of confidentiality with respect to
the  business of the Company.  Information and materials created or developed as
part  of your employment at the Company are the property of the Company, may not
be  disclosed  to  others,  and may not be utilized for any competitive purpose.
This  includes  items  such  as marketing plans, budgets, strategies, forecasts,
expansion  plans,  potential  acquisitions, associate lists, and customer lists.

     As  a  result:

(a)     No  one  should  disclose any confidential or proprietary information to
non-Company  personnel  (including  competitors,  vendors,  landlords,  lenders,
reporters or analysts) without specific authorization from the CEO or President;

(b)     Any  material that you have retained or any information you are aware of
from  a  former  employer  is  not  to  be  utilized  at the Company unless such
information  is clearly not confidential or proprietary to your former employer;

(c)     You may not encourage others to leave their employment at the Company to
form  or  join  competing  companies;  and

(d)     Upon  leaving the Company for any reason, you must return to the Company
all  documents  pertaining  to  your  work  at  the  Company;

(e)     If  in  doubt,  you  should  not try to determine whether any particular
information is considered 'proprietary' or 'confidential' by the Company; if you
have  any  question,  you  should ask the Senior Vice President Human Resources,
President,  or  the  CEO  of  the  Company.

                                        8
<PAGE>


EQUAL  EMPLOYMENT  OPPORTUNITY
------------------------------

POLICY     Our  Company  is  an equal opportunity employer and is committed to a
policy  of  nondiscrimination  with respect to all associates and applicants for
employment.  All  personnel  actions,  such  as  recruitment,  hiring, training,
promotion,  transfer,  discipline,  layoff,  terminations,  and compensation and
benefits,  are administered without regard to race, color, sex, religion, sexual
orientation,  national origin, age, veteran status, marital status, and physical
or  mental  disability, and any other classification protected by federal state,
or  local  law.

     The  Company's  commitment  to fair and equal treatment also extends to our
customers.  The  Company  prides  itself  on  providing  all  customers  with  a
courteous  and  efficient  shopping experience.  All associates must ensure that
all  of their interactions with customers are handled in accordance with Company
policies  without  deviation  on  account  of race, color, sex, religion, sexual
orientation,  national origin, age, veteran status, marital status, and physical
or  mental  disability.

                                        9
<PAGE>

ANTI-HARASSMENT  POLICY
-----------------------

POLICY     This  policy applies to all of our locations and applies whenever our
associates  are  traveling  on  behalf  of  the  Company.

     In  order  to  provide a productive and pleasant working environment, it is
important  that  we  maintain an atmosphere characterized by mutual respect.  In
addition,  we  want  to  protect  our  associates  from  reported  harassment by
non-employees  in  the  workplace.  Accordingly,  the type of conduct defined as
harassment  below  WILL  NOT  BE  TOLERATED.

1.     Ethnic or racial slurs and other verbal or physical conduct relating to a
person's  race,  color, religion, sex, sexual orientation, national origin, age,
or  disability  constitute  harassment  when they unreasonably interfere with an
associate's  work  performance  or create an intimidating, hostile, or offensive
work  environment.

2.     Sexual  harassment  has been defined as a form of sex discrimination.  It
can  consist  of  unwelcome  sexual  advances,  requests  for sexual favors, the
display  of  derogatory  or  sexually suggestive posters, cartoons, articles, or
drawings, sexually suggestive comments, jokes, or emails, sexual remarks about a
person's  body  or  sexual  activities, or other physical or verbal conduct of a
sexual  nature  by  supervisors  or  others  in  the  workplace.


     Sexual  Harassment  exists  when:

(a)     Managers  imply  or  expressly  state that submission to such conduct is
required  or  expected  for  the  associate  to receive any term or condition of
employment  (including  hiring,  compensation,  promotion,  or  retention);

(b)     Sexual  harassment  may  also exist when such conduct by any individual,
whether  employed  by  the  Company  or  not,  unreasonably  interferes  with an
associate's  work  performance  or  creates  an  offensive  or intimidating work
environment.  This  includes deliberate or repeated unsolicited verbal comments,
gestures  or  physical  contact  of  a  sexual  nature,  which  are  unwelcome.

                                       10
<PAGE>

ANTI-HARASSMENT  POLICY  (CONTINUED)
------------------------------------

POLICY  (CONTINUED)     Retaliation  against any associate because the associate
uses  the  complaint  procedure or files, testifies, assists, or participates in
any  manner in any investigation, proceeding or hearing regarding a complaint of
harassment  is  prohibited.

COMPLAINT  PROCEDURE     Any  associate  who  believes  he/she  has  witnessed
harassment  or is being harassed is required to file a complaint within 48 hours
of  the  occurrence  so  that  our  investigation  of  the matter can be handled
promptly  and  effectively.  All associates are expected to cooperate fully with
and  assist the Company in any investigation.  The complaint procedure to follow
is:

     Report  the  incident  to  your Manager.  If, however, you do not believe a
discussion  with such individual is appropriate, you may proceed directly to the
next  step.

     If the matter is not resolved after the discussion with your Manager, or if
you  feel  discussion with such individual is inappropriate, report the incident
to  the  next  level  of  Management or contact the Senior Vice President, Human
Resources  at  11103  West  Avenue,  San  Antonio, Texas or call (210) 524-6890.

     If,  for  any  reason,  you feel unable to follow the above steps, call the
ASSOCIATE  HELP  LINE  AT  1-888-795-3222.

     INVESTIGATION  OF COMPLAINTS Our Company will investigate all complaints of
     violations  of  our  Anti-Harassment  Policy.  The  confidentiality  of all
     complaints  will  be  maintained  to the extent possible while allowing the
     Company  to  conduct  a  full  and  fair  investigation.  Individuals  with
     information  on  the  matter  will  be  interviewed  unless  not  otherwise
     possible.  A  determination  will  be made on the complaint and the results
     communicated to the complainant, the alleged harasser, and, as appropriate,
     to  others  directly  involved.

If  harassment  or  retaliation  is determined to have occurred, prompt remedial
action  will  be  taken  commensurate  with  the  circumstances.

                                       11
<PAGE>

ANTITRUST  LAWS
---------------

POLICY     Federal  and  state  antitrust laws are intended to preserve free and
open  competition.  These  laws  generally  forbid  agreements  or  joint action
between  competitors,  many  types  of  agreements  or  joint  actions between a
supplier and its customer that unreasonably deter competition, and many types of
unilateral  action by a single firm intended to establish or maintain a dominant
market  position  or  monopoly.

     Certain  of  these  practices  are  "per  se" illegal that is automatically
illegal without any possibility of justification.  Examples of such action would
be  price  fixing (e.g., an agreement between competitors or between vendors and
resellers to fix the price at which products or services are sold), an agreement
between  competitors  to "carve up" a market (e.g., you take California and I'll
take  Massachusetts),  or a bilateral boycott of a third party (such as a vendor
or  customer).  Agreements  in  this  area  often  need  not  be formal, but may
sometimes  be  inferred  from  a  course of action by the parties.  As a result,
extensive  caution should be exercised if there is any contact with a competitor
so  as  not  to  give  any  impression  of  "deals"  between  the  parties.

     Other  practices  are  not  per  se  illegal, but rather are governed by an
analysis  of  what  is  reasonable.  Generally,  limited  types  of  exclusive
arrangements  (such  as  exclusive dealerships), required tie-ins to one product
with  another  (such as a service contract with a purchase), or refusals to sell
to  or buy from another party are permitted unless the arrangement significantly
reduces  the  market  opportunity  for  competitors.

     Finally,  an additional set of laws generally require a vendor, such as the
Company,  to  sell  products  to  all  parties on the same terms, absent certain
legitimate  exceptions  such  as demonstrated cost savings or the requirement to
match  prices  of  others.

     The  above  illustrations  do  not exhaust the reach of the antitrust laws.
This area is extremely complex and subject to differing factual analyses, and it
is  recommended  that  any  contemplated  arrangements be submitted to the Chief
Financial  Officer  for  review  prior to committing the Company.  The costs and
consequences  of  the  investigation  or  litigation  in  this area (even if the
Company  is  vindicated)  can  be  significant.  In  addition,  violation of the
antitrust  laws  can  be  a  criminal  offense  for  both  the  Company  and the
individuals  responsible.

                                       12
<PAGE>

                       BUSINESS CONDUCT AND ETHICS POLICY
                    ACKNOWLEDGEMENT OF RECEIPT AND COMPLIANCE

I have read and understand all of the components of the Company Business Conduct
and  Ethics  Policy  and  Hereby  acknowledge  my compliance.  I understand that
strict adherence to these policies is required and that violation is grounds for
disciplinary  action,  including  possible termination of employment.  I further
represent  that the following responses specifically relating to the Conflict of
Interest, Improper Payments, and Anti-Harassment policies are true, accurate and
complete,  and  that  I  will  update  the  following  responses  by immediately
notifying  the  Senior Vice President Human Resources at such time in the future
when  new  facts  may  arise:

1.     Do  you or any member of your family have any interest in an entity which
is  to  your knowledge doing business, seeking to do business, or competing with
the  Company?  Examples  include  ownership  of  stock,  partnership  interests,
debtor/creditor,  lessor/lessee,  etc.

          Yes-(Please  explain  on  reverse)            No

2.     Are  you  or any member of your family an employee, consultant, director,
officer  of  or  independent contractor to any entity which is to your knowledge
doing  business,  seeking  to  do  business  or  competing  with  the  Company?

          Yes-(Please  explain  on  reverse)            No

3.     Have  you  or any member of your family received any payment, loan, fees,
services,  entertainment,  travel,  or gifts (other than those of nominal value)
from  any  entity  which  is  to  your  knowledge  doing business, seeking to do
business  or  competing  with  the  Company?

          Yes-(Please  explain  on  reverse)            No

4.     Are  you  aware  of  (a)  the  use of the company assets for unauthorized
personal  benefit;  (b)  undisclosed  or unrecorded company funds or assets; (c)
false  entries  being  made  on  the company's books or records; or (d) payments
being  made  for  purposes  other  than  described  by supporting documentation?

          Yes-(Please  explain  on  reverse)            No

5.     Are  you  aware  of  any  other conduct on the part of any associate, any
member  of  his/her  family,  or  any  entity  which  is to your knowledge doing
business,  seeking  to  do  business,  or  competing with the Company that is in
conflict  with  the  Business  Conduct  and  Ethics  Policy?

          Yes-(Please  explain  on  reverse)            No

Name:  ______________________________    Store/Dept.#__________________________
            (please  print)

Signature:____________________________     Date:_______________________________

    RETURN COMPLETED FORM TO HUMAN RESOURCES, ATTENTION SVP HUMAN RESOURCES.

                                       13
<PAGE>

                 EXPLANATIONS OF POTENTIAL CONFLICT OF INTERESTS
                 -----------------------------------------------


Name:  _______________________________    Store/Dept.#_________________________
            (please  print)

Signature:____________________________     Date:_______________________________
     RETURN COMPLETED FORM TO HUMAN RESOURCES, ATTENTION SVP HUMAN  RESOURCES.

                                       14
<PAGE>