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                                                                    EXHIBIT 14.1

                               CROWN CRAFTS, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

      This Code of Business Conduct and Ethics (the "Code") of Crown Crafts,
Inc. (the "Company") covers a wide range of business practices and procedures.
It does not cover every issue that may arise, but it sets out basic principles
to guide all employees of the Company, including our executive and senior
financial officers. All of our employees must conduct themselves accordingly and
seek to avoid even the appearance of improper behavior. The Code should also be
provided to and followed by the Company's agents and representatives, including
consultants.

      If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

      Those who violate the standards in this Code will be subject to
disciplinary action up to (and including) termination of employment. If you are
in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 14 of this Code.

1.    COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      Obeying the law, both in letter and in spirit, is the foundation on which
the Company's ethical standards are built. All employees must respect and obey
the laws of the cities, states and countries in which we operate. Although not
all employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate personnel.

      If requested, the Company will hold information and training sessions to
promote compliance with applicable laws, rules and regulations, including
insider-trading laws.

2.    CONFLICTS OF INTEREST

      A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her work for the Company
objectively and effectively. Conflicts of interest may also arise when an
employee, officer or director, or members of his or her family, receives
improper personal benefits as a result of his or her position in the Company.
Loans to, or guarantees of obligations of, employees and their family members
may also create conflicts of interest.

      It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the

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Board of Directors. Conflicts of interest may not always be clear-cut, so if you
have a question, you should consult with higher levels of management or the
Company's legal counsel. Any employee, officer or director who becomes aware of
a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described in Section 14 of this Code.

3.    INSIDER TRADING

      Employees who have access to confidential information are not permitted to
use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All non-public information about the
Company should be considered confidential information. To use non-public
information for personal financial benefit or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but
also illegal. In order to assist with compliance with laws against insider
trading, the Company has adopted a specific policy governing employees' trading
in securities of the Company. This policy has been distributed to the Company's
employees. If you have any questions, please contact Olivia Woodyear at (225)
647-9124 to discuss.

4.    CORPORATE OPPORTUNITIES

      Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information or position for
improper personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

5.    COMPETITION AND FAIR DEALING

      We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.

      The purpose of business entertainment and gifts in a commercial setting is
to create goodwill and sound working relationships, not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given, provided
or accepted by any Company employee, family member of an employee or agent
unless it: (i) is not a cash gift, (ii) is consistent with customary business
practices, (iii) is not excessive in value, (iv) cannot be construed as a bribe
or payoff, and (v) does not violate any laws or regulations. Please discuss with
your supervisor any gifts or proposed gifts which you are not certain are
appropriate.

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6.    DISCRIMINATION AND HARASSMENT

      The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include, but are not limited to, derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.

7.    HEALTH AND SAFETY

      The Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

      Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

8.    RECORD-KEEPING

      The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

      Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or your controller.

      All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law or
regulation.

      Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, please consult the Company's legal
counsel in the event of litigation or governmental investigation.

9.    CONFIDENTIALITY

      Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Chief Executive Officer or the Board of Directors or required
by laws or regulations. Confidential information includes all non-public
information that might be of use to competitors, or harmful to the Company or
its customers, if disclosed. It also includes information that suppliers and

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customers have entrusted to us. The obligation to preserve confidential
information continues even after employment ends.

10.   PROTECTION AND PROPER USE OF COMPANY ASSETS

      All employees should endeavor to protect the Company's assets and ensure
their efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

      The obligation of employees to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties.

11.   PAYMENTS TO GOVERNMENT PERSONNEL

      The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

      In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. The
Company's legal counsel can provide guidance to you in this area.

12.   WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

      Any waiver of this Code for executive officers or directors may be made
only by the Board of Directors or a committee of the Board of Directors
responsible for ethics oversight and will be promptly disclosed as required by
law or stock exchange regulation.

13.   REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

      Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct. Further, any employee may submit a
good-faith concern regarding questionable accounting or auditing matters without
fear of dismissal or retaliation of any kind.

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14.   COMPLIANCE PROCEDURES

      We must all work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred. Since we cannot anticipate every situation that will arise, it is
important that we have a way to approach a new question or problem. These are
the steps to keep in mind:

      -     Make sure you have all the facts. In order to reach the right
            solutions, we must be as fully informed as possible.

      -     Ask yourself: What specifically am I being asked to do? Does it seem
            unethical or improper? This will enable you to focus on the specific
            question you are faced with and the alternatives you have. Use your
            judgment and common sense; if something seems unethical or improper,
            it probably is.

      -     Clarify your responsibility and role. In most situations, there is
            shared responsibility. Are your colleagues informed? It may help to
            get others involved and discuss the problem.

      -     Discuss the problem with your supervisor. This is the basic guidance
            for all situations. In many cases, your supervisor will be more
            knowledgeable about the question and will appreciate being brought
            into the decision-making process. Remember that it is your
            supervisor's responsibility to help solve problems.

      -     Seek help from Company resources. In the rare case where it may not
            be appropriate to discuss an issue with your supervisor, or where
            you do not feel comfortable approaching your supervisor with your
            question, discuss it locally with your Human Resources manager.

      -     You may report ethical violations in confidence and without fear of
            retaliation. If your situation requires that your identity be kept
            secret, your anonymity will be protected. The Company does not
            permit retaliation of any kind against employees for good faith
            reports of ethical violations.

      -     Always ask first, act later. If you are unsure of what to do in any
            situation, seek guidance before you act.

15.   SPECIAL CONSIDERATIONS FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS

      In addition to the foregoing provisions of this Code, the Chief Executive
Officer and all senior financial officers, including the Chief Financial Officer
and principal accounting officer, are subject to the following additional
specific policies:

      -     The Chief Executive Officer and all senior financial officers are
            responsible for full, fair, accurate, timely and understandable
            disclosure in the periodic reports required to be filed by the
            Company with the Securities and Exchange Commission. Accordingly, it
            is the responsibility of the Chief Executive Officer and each senior
            financial officer promptly to bring to the attention of the Board
            any material

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            information of which he or she may become aware that affects the
            disclosures made by the Company in its public filings or otherwise
            assist the Board in fulfilling its responsibilities.

      -     The Chief Executive Officer and each senior financial officer shall
            promptly bring to the attention of the Board of Directors and the
            Audit Committee any information he or she may have concerning (a)
            significant deficiencies in the design or operation of internal
            controls which could adversely affect the Company's ability to
            record, process, summarize and report financial data or (b) any
            fraud, whether or not material, that involves management or other
            employees who have a significant role in the Company's financial
            reporting, disclosures or internal controls.

      -     The Chief Executive Officer and each senior financial officer shall
            promptly bring to the attention of the Board of Directors, the
            Company's legal counsel and the Audit Committee any information he
            or she may have concerning any violation of this Code, including any
            actual or apparent conflicts of interest between personal and
            professional relationships, involving any management or other
            employees who have a significant role in the Company's financial
            reporting, disclosures or internal controls.

      -     The Chief Executive Officer and each senior financial officer shall
            promptly bring to the attention of the Board of Directors, the
            Company's legal counsel and the Audit Committee any information he
            or she may have concerning evidence of a material violation of the
            securities or other laws, rules or regulations applicable to the
            Company and the operation of its business, by the Company or any
            agent thereof, or of violation of this Code.

      -     The Board of Directors shall determine, or designate appropriate
            persons to determine, appropriate actions to be taken in the event
            of violations of this Code by the Chief Executive Officer and the
            Company's senior financial officers. Such actions shall be
            reasonably designed to deter wrongdoing and to promote
            accountability for adherence to this Code, and shall include written
            notices to the individual involved that the Board of Directors has
            determined that there has been a violation, censure by the Board of
            Directors, demotion or re-assignment of the individual involved,
            suspension with or without pay or benefits (as determined by the
            Board of Directors) and termination of the individual's employment.
            In determining what action is appropriate in a particular case, the
            Board of Directors or such designee shall take into account all
            relevant information, including the nature and severity of the
            violation, whether the violation was a single occurrence or repeated
            occurrences, whether the violation appears to have been intentional
            or inadvertent, whether the individual in question had been advised
            prior to the violation as to the proper course of action and whether
            or not the individual in question had committed other violations in
            the past.

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Adopted and effective as of June 8, 2004.

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