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                                                                      EXHIBIT 14

                        D & K HEALTHCARE RESOURCES, INC.

                      CODE OF BUSINESS CONDUCT AND ETHICS
                         (ADOPTED ON NOVEMBER 12, 2003)

INTRODUCTION

      The Code of Business Conduct and Ethics of D & K Healthcare Resources,
Inc. and its subsidiaries (collectively the "Company"), is embodied in the
following standards and is a guide to ethical decision-making. We are committed
to uncompromising integrity in all that we do and how we relate to each other
and to persons outside the Company. While the standards in the Code are mainly
based on laws to which we are all subject, in some cases they go beyond legal
obligations. In this respect, the Code reflects the values that define the
Company and the principle that we must strive to avoid any circumstances that
may give rise to even an appearance of impropriety. The standards in this Code
may be further explained or implemented through policy memoranda or other
compliance manuals, including those relating to specific areas of our business.
This Code and related memoranda and manuals are available from the Company's
General Counsel or Director of Human Resources.

      Each of us is personally responsible for making sure that our business
decisions and actions comply at all times with the letter and spirit of this
Code. Given the pace of changes in our industry, no set of standards should be
considered the final word in all circumstances. When you have doubts about the
application of a standard or where we have not addressed a situation that
presents an ethical issue, you should seek guidance from your immediate
supervisor or from the General Counsel of the Company. In addition, each of us
has a duty to report behavior on the part of others that appears to violate this
Code or any other compliance policy or procedure of the Company.

      All supervisory and management personnel, including all officers and
directors of the Company, have a special responsibility to lead according to the
standards in this Code, in both words and action. Our supervisory and management
personnel are also expected to adhere to and promote our "open door" policy.
This means that they are available to anyone with ethical concerns, questions or
complaints. The Company's Audit Committee also maintains a confidential post
office box that you can use in those circumstances, the details of which are set
out at the end of this Code. Concerns may also be raised with the Company's
General Counsel. All concerns, questions and complaints will be taken seriously
and handled promptly, confidentially and professionally. No retaliation will be
taken against any employee for raising any concern, question or complaint in
good faith.

      The following standards of conduct will be enforced at all organizational
levels. Anyone who violates them will be subject to prompt disciplinary action,
including dismissal for cause.

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COMPLIANCE WITH LAWS, RULES AND REGULATIONS, ETC.

      It is the Company's policy to be a good "corporate citizen." Wherever we
do business, employees of the Company are required to comply with all applicable
laws, rules and regulations. Employees are also responsible for complying with
requirements of contracts that we have entered into with other parties, such as
intellectual property licenses (e.g., software licenses related to software
packages used in our business), confidentiality agreements, leases, etc. The
standards in this Code must of course be interpreted in light of the law and
practices where we operate, as well as good common sense. Reasons such as
"everyone does it" or "it's not illegal" are unacceptable as excuses for
violating our Code. Any suspected or actual violation of any applicable law,
rule or regulation or our contractual undertakings should be reported
immediately to the employee's immediate supervisor or the General Counsel.

CONFLICTS OF INTEREST

      A conflict of interest occurs whenever our private interests interfere
with the interests of the Company as a whole. In order for the Company to carry
out its business effectively, it must be assured of its employees' loyalty.
Employees must therefore refrain from entering into relationships that might
impair their judgment as to what is best for the Company. Even relationships
that give the appearance of a conflict of interest should be avoided. You cannot
avoid these standards by acting through someone else, such as a friend or family
member.

      There are many different ways in which conflicts of interest arise. For
example, personal financial interests, obligations to another company or
governmental entity or the desire to help a relative or friend are all factors
that might divide our loyalties. To clarify what we mean, we have set out below
our policies about the most common types of conflicts of interest.

      Employees who believe it is not possible to avoid a conflict of interest
must bring this to the attention of, and make full written disclosure of the
surrounding circumstances to, their immediate supervisor, who should in
appropriate circumstances bring it to the attention of the General Counsel.

            - OUTSIDE EMPLOYMENT AND DIRECTORSHIPS

            Members of the Board of Directors of the Company, officers and
      employees may not work, or receive compensation, for services from any
      competitor, customer or supplier unless the relationship and compensation
      have been approved by the Chief Executive Officer or the Chief Operating
      Officer of the Company (or in the case of members of the Board of
      Directors or executive officers, by the independent members of the Board
      of Directors of the Company.) Most of these situations are likely to
      present conflicts of interest. Even where approval is granted, employees,
      officers and members must take appropriate steps

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      to separate Company and non-Company activities. The General Counsel will
      assist you in determining what steps are appropriate.

            - INVESTMENTS

            Employees, officers and members of the Board of Directors of the
      Company may not have financial interests in any competitor, customer,
      distributor or supplier where this would influence, or appear to
      influence, their actions on behalf of the Company. If there is any doubt
      about how an investment might be perceived, you should discuss it in
      advance with your immediate supervisor or the General Counsel.

            - USING THE COMPANY'S TIME AND ASSETS FOR PERSONAL BENEFIT

            You may not perform non-Company work or solicit that work on the
      Company's premises or while working on the Company's time, including any
      paid leave you are granted by the Company. Also, you are not permitted to
      use Company assets (including equipment, telephones, materials, resources
      or proprietary information) for any outside work.

            - LOANS TO EMPLOYEES

            Loans to and guarantees of obligations of employees incurred for
      personal reasons can also present conflicts of interest. Such loans are
      prohibited by law in the case of the Company's directors and executive
      officers. It is the Company's policy that such loans will generally not be
      made to other employees.

            - ACCEPTANCE OF GIFTS AND ENTERTAINMENT

            The acceptance of gifts and entertainment from customers or
      suppliers by employees or members of their families may present a conflict
      of interest. While employees are permitted to accept gifts of nominal
      value (approximately $100 or less), such as unsolicited promotional items,
      they are prohibited from accepting anything that might reasonably be
      deemed to affect their judgment or that is accompanied by any express or
      implied understanding that the recipient is in any way obligated do to
      something in exchange for the gift. Similarly, employees may accept
      entertainment, but only insofar as it is reasonable in the context of the
      business at hand and facilitates the Company's interests. When practical,
      hospitality should be reciprocated. Employees are strictly prohibited from
      soliciting gifts, gratuities or business courtesies for the benefit of any
      family member or friend.

            - FAMILY MEMBERS AND CLOSE PERSONAL RELATIONSHIPS

            The Company's standards of conduct are not intended to intrude on
      our personal lives. Situations may arise, however, where our relationships
      with

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      family members and friends create conflicts of interest. Generally,
      employees are prohibited from being in the position of supervising,
      reviewing or having any influence on the job evaluation or salary of their
      close relatives. Employees who have family members or friends that work
      for businesses seeking to provide goods or services to the Company may not
      use their personal influence to affect negotiations. Employees who have
      relatives or friends that work for competitors should bring this fact to
      the attention of their immediate supervisor and discuss any difficulties
      that might arise and appropriate steps to minimize any potential conflict
      of interest.

            - PUBLIC SERVICE

            We encourage our employees to be active in the political and civic
      life of their communities, including charitable or educational activities.
      When doing so and making any public communication, you should clarify that
      your views are yours individually and are not being expressed as an
      employee of the Company. Your participation in or service to the community
      may also at times place you in a situation in which a conflict of interest
      with the Company could arise. This could occur, for example, where the
      community is engaged in a negotiation with the Company for goods or
      services or with respect to some other matter. The law may require or
      permit you to abstain from any decision where these circumstances exist,
      depending on your position within the Company and other factors. Before
      participating in such a decision, you should seek advice from legal
      counsel for the community and the General Counsel and should in any event
      make it clear to the responsible persons that you are an employee of the
      Company. If you do abstain, you should make it clear that your action is
      to avoid a potential conflict of interest or the appearance of one. You
      may not engage in any type of solicitation or distribution activities not
      relating to the business of the Company on Company premises without the
      approval of your immediate supervisor. You may not make any political
      contribution as a representative of the Company. You must also avoid
      lobbying activities or even the appearance of lobbying any governmental
      body or public official as a representative of the Company without the
      express approval of the General Counsel.

                QUESTIONS AND ANSWERS ABOUT CONFLICTS OF INTEREST

Q:    I HAVE DEVELOPED A FRIENDSHIP WITH A SUPPLIER AND AM CONSIDERING ENTERING
      INTO A PARTNERSHIP WITH HIM IN A BUSINESS VENTURE UNRELATED TO THE
      COMPANY. IS THIS AGAINST COMPANY POLICY?

A:    Most likely. Even if you are able to keep your personal and financial
      dealings from affecting your judgment on behalf of the Company, others may
      perceive that you are biased. You should discuss your plans with your
      supervisor or the General Counsel before proceeding.

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Q:    I DO A LOT OF TRAVELING FOR THE COMPANY. CAN I USE THE FREQUENT FLYER
      COUPONS I RECEIVE FROM AIRLINES FOR MY PERSONAL TRAVEL PLANS?

A:    It is generally permissible for you to use the frequent flyer coupons and
      other non-cash benefits you acquire for personal travel. You may not,
      however, attempt to manipulate the travel plans the Company makes for you
      in order to receive such benefits. Any additional expense you cause the
      Company to incur for your benefit amounts to a misappropriation of Company
      funds.

Q:    MY HUSBAND OWNS A LANDSCAPING BUSINESS. I'M SURE HE CAN PROVIDE THE
      COMPANY WITH A PRODUCT THAT IS COMPETITIVE IN TERMS OF QUALITY AND PRICE.
      CAN HE SOLICIT WORK FROM THE COMPANY?

A:    Your husband might be able to solicit work from the Company, provided that
      he does not use your employment with the Company to influence the
      selection process.

CORPORATE OPPORTUNITIES

      Employees may not appropriate to themselves, or to any other person or
organization, the benefit of any business venture, opportunity or potential
opportunity that they learn about in the course of their employment and that is
in the Company's line of business without first obtaining the Company's consent.
It is never permissible for employees to compete against the Company, either
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.

SECURITIES LAWS AND INSIDER TRADING

      In the course of their duties, employees may be exposed to information
about the Company or other companies that is not available to the general
public. The use of such nonpublic or "inside" information for securities trading
purposes is strictly forbidden, whether by the employee or any of his or her
family members or any other person to whom the employee may have communicated
the information. It is not only unethical, but also illegal and could expose the
employee to civil and criminal penalties. U.S. law prohibits anyone who
possesses "material" non-public information about a company to trade its stock
or other securities. "Material" information is usually defined as any
information that might influence a reasonable investor to buy, sell or hold
stock. Common examples include financial results, financial forecasts, possible
mergers, acquisitions or divestitures, significant product developments and
major changes in business direction. U.S. law also prohibits anyone who
possesses material, non-public information from using it to tip anyone else who
might trade on it. Violation of the law may result in civil and criminal
penalties, including fines or jail sentences. Employees who are uncertain about
the legal rules governing purchases and sales of securities they wish to make
should review the Company's Policy Against Insider Trading

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and, if questions persist, consult the General Counsel before trading. Any
employee who engages in insider trading will be subject to immediate
termination.

                  QUESTIONS AND ANSWERS ABOUT INSIDER TRADING

Q:    WHEN I BEGAN WORK, THE COMPANY OFFERED ME A STOCK OPTION ALLOWING ME TO
      BUY COMPANY STOCK AT A GOOD PRICE. DOES THE COMPANY'S INSIDER TRADING
      POLICY LIMIT WHEN I CAN EXERCISE THE OPTION?

A:    While insider trading laws do not apply to the exercise of stock options,
      they do apply to the sale of stock received through options. It is
      permissible for you to exercise a stock option even though you possess
      material, inside information. However, you must not sell the stock you
      receive (or any other Company stock) until the information has been made
      public.

Q:    I TOLD MY SISTER-IN-LAW ABOUT A NEW PRODUCT ONE OF OUR VENDORS IS PLANNING
      TO INTRODUCE ON THE MARKET. NOW SHE WOULD LIKE TO BUY STOCK IN THE
      COMPANY. OUR INSIDER TRADING POLICY DOESN'T APPLY TO HER, DOES IT?

A:    If you possess material, inside information, you are not only prohibited
      from using it yourself, but you must not reveal the information to anyone
      else who might use it for personal gain. A friend or relative who trades
      on inside information you acquired at work will be subject to the same
      penalties as you would be if you traded on it. In addition, you might be
      penalized for revealing the information.


CONFIDENTIAL AND PROPRIETARY INFORMATION

      Information is a valuable corporate asset. All employees have a duty to
safeguard confidential and proprietary information about the Company and
information that our suppliers and customers have entrusted to us. Generally
speaking, confidential and proprietary information is information that has not
been disclosed to the general public or that gives our business an advantage
over our competitors or could expose us to harm or liability if released
prematurely or inappropriately. Common examples include trade secrets, as well
as financial information, corporate strategy and information about relationships
with our customers and suppliers. Employees who are unsure about whether
information should be treated as confidential or proprietary must consult with
their immediate supervisor or the General Counsel.

      Employees must remain conscious at all times of their duty to protect
confidential and proprietary information. For example, confidential or
proprietary information should never be discussed in public places such as
elevators, airplanes or restaurants. In no event should confidential or
proprietary information be disclosed to third parties without the express
consent of the General Counsel, unless this is otherwise legally required.

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'
      The duty to preserve the Company's confidential and proprietary
information is not limited to our employees' period of employment, but continues
even after they have left the Company.

      QUESTIONS AND ANSWERS ABOUT CONFIDENTIAL AND PROPRIETARY INFORMATION

Q:    CAN I REVEAL CONFIDENTIAL INFORMATION ABOUT THE COMPANY TO MY SPOUSE WHEN
      I TALK WITH HER ABOUT MY WORK? I'M SURE THAT SHE WILL KEEP IT SECRET.

A:    It is not permissible for you to reveal confidential information about the
      Company to your spouse. Although you and your spouse have a confidential
      relationship with each other, she does not have a confidential
      relationship with the Company. Because of this, you must be careful not to
      discuss confidential information with her. This is true of anyone outside
      the Company, including other close family members.

Q:    HOW CAN I TELL IF INFORMATION IS PROPRIETARY OR CONFIDENTIAL IF IT ISN'T
      MARKED?

A:    There are no hard and fast rules with respect to information that is not
      marked. Such information must be judged on the basis of its content.
      However, the following tip may help you. If you are not certain whether
      information has been made available to the public, you should presume it
      is proprietary if: (1) it is used in conducting the Company's business;
      (2) it grants a competitive advantage over those who do not possess it; or
      (3) it is distributed on a strictly internal basis within the Company.

FAIR DEALING

      The Company is committed to dealing fairly and honestly with its
customers, suppliers, competitors and employees.

            - OUR CUSTOMERS

            Doing business in an honest and fair manner with our customers means
      that we must earn their business based on the quality of our products and
      services and our ability to fulfill our commitments. Where our products or
      services are required to meet customer specifications, employees are
      prohibited from using false data or manipulating data in such a way as to
      suggest compliance with these specifications when it has not been
      achieved. In addition, it is against the Company's policy to refuse to
      deal with customers because they are also buying products and services
      from our competitors (failure to adhere to this policy could also
      constitute a violation of antitrust laws). Employees responsible for
      customer invoicing are required to reflect accurately on invoices the cost
      of services or

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      products purchased and all other terms. Employees may not offer customers
      any benefits or rewards that violate applicable law or our business
      practices or policies (e.g., the Company's policies on customer discounts)
      or that have more than nominal value (approximately $100 or less).
      Reasonable business entertainment is permitted, including at traditional
      promotional events, so long as it is not in violation of applicable law
      and would not subject the Company to criticism if disclosed publicly.

            OUR SUPPLIERS

            Doing business in an honest and fair manner with our suppliers means
      that employees responsible for buying or leasing materials and services on
      behalf of the Company must do so objectively. We choose to deal with our
      suppliers on the basis of the price, quality and desirability of their
      goods and services. Employees must not accept or seek out any benefit from
      a supplier or potential supplier that would even appear to compromise
      their judgment. In addition, it is against Company policy to require that
      suppliers give up trade with our competitors or purchase our products and
      services in order to continue their relationship with us, unless there is
      a legitimate business purpose for doing so (failure to adhere to this
      policy could also constitute a violation of antitrust laws).

            OUR COMPETITORS

            It is the Company's policy to compete solely on the merits of our
      products and services. Accordingly, false or misleading statements or
      innuendo about our competitors, their products or their services will not
      be tolerated. All comparisons of our products or services with those of
      our competitors must be accurate and factually supported. Employees are
      strictly forbidden from using any illegal or unethical methods to gather
      competitive information. This includes stealing proprietary information or
      trade secret information or attempting to induce disclosure of such
      information by past or present employees of other companies through
      misrepresentation or other means. Anyone with even the slightest concern
      about the legality of information they possess or the means by which it
      was gathered should consult with the General Counsel. Employees should
      treat information about our competitors with sensitivity and discretion.
      This information should be made available only in the proper context and
      to employees with a legitimate need to know.

            OUR EMPLOYEES

            The Company recognizes that its employees are its most valuable
      resource. The Company values the contributions that each of its employees
      makes and is committed to treating every employee with respect. This
      includes preserving the confidentiality of employee records, refraining
      from unwarranted intrusions into employees' privacy and supporting to the
      greatest extent possible employees' aspirations in the workplace.

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COMPETITION RESTRICTIONS

      In most countries, there are laws that govern the ways in which the
Company may compete. The purpose of these laws (sometimes known as "competition"
or "antitrust" laws) is to prevent interference with a competitive market
system. Under these laws, companies or individuals may not enter into formal or
informal agreements with other companies or individuals or engage in certain
other activities that unreasonably restrict competition. Illegal practices can
include, among others, price fixing, allocating customers or territories or
unlawfully abusing a dominant market position.

      In contacts with competitors, employees are generally prohibited from
discussing competitively sensitive information, such as pricing policies,
contract terms, costs, inventories, marketing and product plans, market surveys
and other proprietary or confidential information. Such discussions or any
collaboration with a competitor about competitively sensitive matters can be
illegal. While discussions of some sensitive information may, under certain
circumstances, be permissible, no such discussions with competitors should take
place without prior approval of the General Counsel. Employees are required to
report promptly to the General Counsel any instance in which a competitor has
raised any of these topics or otherwise suggested collaboration with respect to
any of them.

PROTECTION AND PROPER USE OF COMPANY ASSETS

      The Company's success requires a commitment on the part of all of its
employees to the proper allocation and use of its assets, tangible and
intangible. For these purposes, the Company's assets include equipment,
supplies, real estate, tools, inventory, funds, computer systems and equipment,
computer software, computer data, vehicles, records or reports, nonpublic
information, intellectual property or other sensitive information or materials
and telephone, voice mail or e-mail communications, as well as Company funds in
any form. We have a duty to protect the Company's assets from loss, damage,
misuse, theft or sabotage. We must also ensure the efficient use of the
Company's assets. The Company's assets are to be used for business purposes
only. Management must approve any use of Company assets or services that is not
solely for the Company's benefit.

ACCURATE BOOKS AND RECORDS

      U.S. law requires the Company to make sure that its books and records
accurately and fairly represent transactions and dispositions of our assets in
reasonable detail. In all of our operations, it is a violation of Company
policy, and possibly illegal, for any employee to cause our books and records to
be inaccurate in any way. Employees must never create or participate in the
creation of records that are misleading or artificial. Employees are expected to
cooperate fully with our internal and independent auditors. In particular, the
following requirements must be strictly respected by all employees.

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            - ACCESS TO COMPANY ASSETS, TRANSACTIONS ON MANAGEMENT'S
              AUTHORIZATION

            Access to Company assets is permitted only in accordance with
      management's general or specific authorization and transactions must be
      executed only in accordance with management's general or specific
      authorizations. Transactions involving the Company must be recorded to
      permit preparation of our financial statements in conformity with
      generally accepted accounting principles and related requirements and to
      maintain accountability for the Company's assets.

            - ACCURATE BOOKS

            All Company books and records must be true and complete. False or
      misleading entries are strictly prohibited, and the Company will not
      condone any undisclosed liabilities or unrecorded bank accounts or assets
      established for any purpose.

            - PROPER PAYMENTS

            No employee may authorize payment of Company funds knowing that any
      part of the payment will be used for any purpose other than the purpose
      described in the documents supporting the payment.

            - APPROPRIATE CONTROLS

            Administrative and accounting controls must be implemented to
      provide reasonable assurance that the Company is in compliance with the
      above requirements and that financial and other reports are accurately and
      reliably prepared, and fully and fairly disclose all required or otherwise
      material information.

COMPLETE, ACCURATE AND TIMELY DISCLOSURE

      The Company is owned by the public and its shares are listed for trading
on the Nasdaq Stock Market. As a result, the Company is obligated to make
various disclosures to the public. The Company is committed to full compliance
with all requirements applicable to its public disclosures. The Company has
implemented disclosure controls and procedures to assure that its public
disclosures are timely, compliant and otherwise full, fair, accurate and
understandable. All employees responsible for the preparation of the Company's
public disclosures, or who provide information as part of that process, have a
responsibility to assure that such disclosures and information are complete,
accurate and in compliance with the Company's disclosure controls and
procedures.

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DISCRIMINATION OR HARASSMENT

      The Company is committed to providing a work environment that is free from
any form of discrimination on the basis of race, ethnicity, gender, creed,
religion, age, disability or sexual preference. It is our policy to provide
equal opportunity to all employees with regard to hiring, pay rates, training
and development, promotions and other terms of employment. Employment decisions
will comply with all applicable employment laws.

      The Company will not tolerate harassment, including sexual harassment, in
any form. This includes verbal or physical conduct (including verbal or physical
sexual advances or innuendo) that demeans or threatens any employee, creates a
hostile work environment, unreasonably interferes with an individual's work
performance or otherwise adversely affects an individual's employment.

HEALTH AND SAFETY

      The Company strives to provide its employees with a safe and healthy work
environment. We are all responsible for helping to achieve this goal by
following safety and health rules. Employees must learn the safety procedures
applicable to their jobs and abide by them.

PAYMENTS TO GOVERNMENT PERSONNEL

      Practices that are considered acceptable in the commercial business
environment, such as providing meals, transportation, entertainment or other
things of value, may violate certain local, state, federal or foreign laws when
we are dealing with governmental agents. Employees must not give anything of
value to governmental agents if this could be interpreted as an attempt to curry
favor on behalf of the Company. Consult the General Counsel if there is any
uncertainty about permitted interactions with governmental agents.

      The U.S. Foreign Corrupt Practices Act ("FCPA") generally prohibits giving
money or anything of value to foreign government officials, foreign political
parties or candidates for foreign political office for the purpose of
influencing a foreign government. This includes making any payments through
intermediaries, such as sales representatives or consultants. Before making any
payment or giving anything of value to a foreign official, employees should
consult with the General Counsel. Violations of the FCPA can result in stiff
civil and criminal penalties for both the Company and the individuals involved.

      Commercial bribery of any nature is a violation of Company policy and is
illegal under U.S. law. Employees are strictly prohibited from offering any form
of bribe, kickback or inducement to any person.

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WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

      Any request for a waiver of any standard in this Code may be granted only
by an employee's immediate supervisor and must be notified in advance to the
General Counsel. Waivers involving any of the Company's executive officers or
directors may be made only by the independent members of the Board of Directors
of the Company, and all waivers granted to executive officers and directors will
be disclosed to the Company's shareholders. All personnel should be aware that
the Company generally will not grant such waivers and will do so only when good
cause is shown for doing so.

GOVERNMENT INVESTIGATIONS

      The Company will cooperate fully with any governmental investigation. Any
employee who reasonably believes that a government investigation or inquiry may
be threatened or under consideration with respect to any of the Company's
operations or practices (including any outside such employee's scope of
responsibilities) should so notify the General Counsel and provide the basis for
such belief. Routine dealings with the government, such as our tax audits, are
not covered by this standard.

      The Company may not always be able to protect both its own interests and
those of an employee, without giving rise to a conflict of interest. In that
case, the employee may need his or her own counsel. Whether the Company can pay
for the employee's legal expenses will depend on legal or other restrictions and
the facts and circumstances of the matter.

AUDITS; INVESTIGATIONS; DISCIPLINARY ACTION

      The Company may conduct periodic audits of compliance with this Code.
Allegations of potential wrongdoing will be investigated by the proper corporate
or departmental personnel and, upon the advice of the General Counsel, will be
reported to the Board of Directors (or an appropriate committee thereof) and to
the relevant authorities. Knowingly false accusations of misconduct will be
subject to disciplinary action. All employees are required to cooperate fully
with any internal or external investigation. Employees must also maintain the
confidentiality of any investigation and related documentation, unless
specifically authorized by the General Counsel to disclose such information.

      Appropriate disciplinary penalties for violations of this Code may include
counseling, reprimands, warnings, suspensions with or without pay, demotions,
salary reductions, dismissals and restitution. Disciplinary action may also
extend to a violator's supervisor insofar as the Company determines that the
violation involved the participation of the supervisor or reflected the
supervisor's lack of diligence in causing compliance with this Code. Any person
who takes any action whatsoever in retaliation against any employee who has in
good faith raised any question or concern about compliance with this Code will
be subject to serious sanctions, which may include dismissal for cause.

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      Employees are reminded that the Company's document retention policies
strictly prohibit the destruction or alteration of documentation undertaken with
the intent to obstruct any pending or threatened investigation or proceeding of
any nature or in contemplation of a proceeding.

WHERE TO TURN FOR ADVICE

      Employees who have questions about this Code of Business Conduct and
Ethics should turn to their immediate supervisors in the first instance. The
Company's "open door" policy gives employees the freedom to approach any member
of management with ethical questions or concerns without fear of retaliation.
The Company's Audit Committee has also established a post office box for this
purpose. Questions or concerns submitted to this post office box may be made
anonymously. Employees who use the post office box are guaranteed confidential
treatment.

      The post office box address is D & K Healthcare Resources, Inc.,
Attention: Audit Committee, P.O. Box 50363, St. Louis, Missouri 63105-9998.

      All employee communications made in good faith will be treated promptly
and professionally and without risk of retribution whatsoever.

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                                ACKNOWLEDGEMENT

      I acknowledge that I have received, read and understood the D & K
Healthcare Resources, Inc. Code of Business Conduct and Ethics and that my
conduct as an employee of the Company must at all times comply with the
standards and policies set out in the Code, as well as any other legal or
compliance policies or procedures of the Company.

                                             Employee: _________________________

                                             Date: _____________________________

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                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
             (As required by Section 406 of the Sarbanes-Oxley Act)

      As ________________ of D & K Healthcare Resources, Inc. (the "Company"), I
certify that I will adhere to the following principles and responsibilities, as
well as the Company's Code of Business Conduct and Ethics and other legal and
compliance policies and procedures:

            - Act with honesty and integrity, avoiding actual or apparent
      conflicts of interest involving personal and professional relationships;

            - Provide other officials and constituents of the Company
      information that is full, fair, accurate, complete, objective, timely and
      understandable;

            - Comply with rules and regulations of all U.S. governmental
      entities, as well as state and other private and public regulatory
      agencies to which the Company is subject;

            - Act at all times in good faith, responsibly, with due care,
      competence and diligence, and without any misrepresentation of material
      facts;

            - Act objectively, without allowing my independent judgment to be
      subordinated;

            - Respect the confidentiality of Company information, except when
      authorized or otherwise required to make any disclosure, and avoid the use
      of any Company information for personal advantage;

            - Share my knowledge and skills with others to improve the Company's
      communications to its constituents;

            - Promote ethical behavior among employees under my supervision at
      the Company; and

            - Achieve responsible use of and control over all assets and
      resources of the Company entrusted to me.

                                            Employee: __________________________

                                            Date: ______________________________

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