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                                                                    EXHIBIT 14.1

                                   BELK, INC.

                                 CODE OF ETHICS
                   FOR SENIOR EXECUTIVE AND FINANCIAL OFFICERS

I.       GENERAL

         The policy of Belk, Inc. (the "Company") is to comply strictly with all
laws governing its operations and to conduct its affairs in keeping with the
highest moral, legal and ethical standards, and the Company has implemented the
Belk Acceptable Business Practices policy that sets forth standards of
appropriate conduct for all Belk associates. Senior executive and financial
officers hold an important and elevated role in maintaining a commitment to (i)
honest and ethical conduct, (ii) full, fair, accurate, timely and understandable
disclosure in the Company's public communications, and (iii) compliance with
applicable governmental rules and regulations. Accordingly, the Company has
adopted this Code of Ethics for its Chief Executive Officer, Chief Financial
Officer, and any other senior executive or financial officers performing similar
functions and so designated from time to time by the Chief Executive Officer
(the "Senior Executive and Financial Officers"). This Code of Ethics shall be
approved periodically by the Audit Committee of the Board of Directors (the
"Audit Committee") and disbursed to the public by means of one of the methods
described in Item 406 of Regulation S-K promulgated by the Securities and
Exchange Commission (the "SEC").

II.      HONEST AND ETHICAL CONDUCT

         Senior Executive and Financial Officers are expected to exhibit and
promote the highest standards of honest and ethical conduct, by, among other
things, adhering to the following policies and procedures:

         o        Senior Executive and Financial Officers shall engage in only
                  honest and ethical conduct, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships.

         o        Senior Executive and Financial Officers shall inform the
                  Chairman of the Audit Committee of (a) deviations in practice
                  from policies and procedures governing honest and ethical
                  behavior or (b) any material transaction or relationship that
                  could reasonably be expected to create a conflict of interest.

         o        Senior Executive and Financial Officers shall demonstrate
                  personal support for the policies and procedures set forth in
                  this Code of Ethics and shall strive to reinforce these
                  principles and standards throughout the Company.


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         o        Senior Executive and Financial Officers shall respect the
                  confidentiality of information acquired in performance of
                  one's responsibilities and shall not use confidential
                  information for personal advantage.

III.     FINANCIAL RECORDS AND PERIODIC REPORTS

         The Company is committed to full, fair, accurate, timely and
understandable disclosure in reports and documents that it files with, or
submits to, the SEC and in other public communications made by the Company. In
support of this commitment, the Company has, among other measures, (a) designed
and implemented disclosure controls and procedures (within the meaning of
applicable SEC rules) and (b) required the maintenance of accurate and complete
records, the prohibition of false, misleading or artificial entries on its books
and records, and the full and complete documentation and recording of
transactions in the Company's accounting records. In addition to performing
their duties and responsibilities under these requirements, each of the Senior
Executive and Financial Officers will establish and manage the Company's
reporting systems and procedures with due care and diligence to ensure that:

         o        Reports filed with or submitted to the SEC and other public
                  communications contain information that is full, fair,
                  accurate, timely and understandable and do not misrepresent or
                  omit material facts.

         o        Business transactions are properly authorized and completely
                  and accurately recorded in all material respects on the
                  Company's books and records in accordance with generally
                  accepted accounting principles and the Company's established
                  financial policies.

         o        Retention or disposal of Company records is in accordance with
                  applicable legal and regulatory requirements.

IV.      COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

         The policy of the Company is to comply with all applicable laws, rules
and regulations. Accordingly, the Senior Executive and Financial Officers shall
adhere to the standards and restrictions imposed by those laws, rules and
regulations, and in particular, those relating to accounting and auditing
matters.

         Any Senior Executive or Financial Officer who is unsure whether a
situation violates any applicable law, rule, regulation or Company policy should
discuss the situation with the General Counsel or outside counsel.

V.       COMPLIANCE WITH CODE OF ETHICS

         The Senior Executive and Financial Officers shall acknowledge their
ongoing compliance with this Code of Ethics annually to the Audit Committee.


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This Code of Ethics will be published and made available to all employees, and
any employee should promptly report any violation of this Code of Ethics to the
Chairman of the Committee. The Board of Directors shall take appropriate action
with respect to the failure of any Senior Executive or Financial Officer to
comply with this Code of Ethics, which may include reprimand, demotion or
dismissal, depending on the seriousness of the offense.


Adopted: March 10, 2004















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