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                                                                      Exhibit 14


                               JO-ANN STORES, INC.
                            CODE OF BUSINESS CONDUCT
                                   AND ETHICS

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1. REPORT ILLEGAL OR UNETHICAL BEHAVIOR.

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YOUR ROLE:

Report any wrongdoings that may adversely affect the Company, our investors, our
customers or the public at large by talking with your manager, using the Code of
Business Conduct and Ethics Hotline or by writing a letter.
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Jo-Ann's Code illustrates the shared accountability each Team Member has in
conducting Jo-Ann business with honesty and integrity. The Code is intended to
assist in making ethical and legal choices.

If there are questions or situations that are not specifically addressed by the
Code, Team Members should bring them to the attention of a manager.

If a Team Member becomes aware of a situation in which he/she believes that
Jo-Ann's Code has been violated, or that he/she is being pressured or being
asked to compromise the Company's values, it is the Team Member's responsibility
to communicate this concern through the appropriate channels, as described
below. A Team Member will not be disciplined, lose his/her job or be subject to
retaliation in response to asking questions or voicing concerns about the
Company's ethical or legal obligations, so long as the Team Member is acting in
good faith. Good faith does not necessarily mean being correct - but it does
imply the belief that the Team Member is providing truthful information.

Listed below are the ways a person can ask questions or voice concerns.

1.   IN PERSON. - A Team Member's manager is the most immediate resource. He/she
     may have the information needed or may be able to refer the question to
     another appropriate source.

2.   VIA EMAIL - Jo-Ann has a confidential email account react@jo-annstores.com
     where a person can send a message with a question or concern.

3.   VIA PHONE. The React Hotline (1-800-859-8529) is a confidential number
     where callers can remain anonymous, if they desire.

4.   VIA MAIL. Correspondence should be sent to:
         Jo-Ann Stores, Inc.
         5555 Darrow Road
         Hudson, OH 44236

         Attn:
         EVP, General Counsel and Secretary,
         EVP, Human Resources, or
         VP, Internal Audit and Loss Prevention




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In all cases, when a question or concern is raised, all reports are:

     -    Handled promptly, discreetly and professionally. Discussions and
          inquiries will be kept in confidence to the extent appropriate or
          permitted by law.
     -    Investigated by people who are not in the chain of supervision over
          the reporting individual.
     -    Kept on file so that the reporting person can obtain certain follow-up
          information about how the Company addressed the report or concern.

In the event that an investigation is initiated, Team Members are expected to
cooperate fully in an investigation and answer any questions truthfully and to
the best of their ability. Concealing or covering up an ethical or legal
violation is itself a major violation of our Code. If an individual engages in
concealing or covering up such violations in the absence of significant,
serious, mitigating circumstances, the Team Member will be discharged. Failure
to cooperate could be construed as participating in concealment or cover-up
activities.



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2. CREATE AN OPEN AND PRODUCTIVE WORK ENVIRONMENT.

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YOUR ROLE:

Treat all people with whom you come in contact in a professional and courteous
manner, regardless of their background, status or preferences.

If you have experienced or know of any behavior that you believe is a form of
harassment or discrimination, report it to your manager, the React Hotline or
Human Resources immediately.
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All Team Members want and deserve a workplace where they feel respected,
satisfied and appreciated. Jo-Ann's policies are designed to ensure that Team
Members are treated fairly and with respect, and that Team Members treat others
with that same respect.

Jo-Ann will hire, evaluate and promote individuals based on skills and
performance, and not on unlawful considerations. With this in mind, there are
certain behaviors that will not be tolerated. These include harassment,
retaliation, violence, intimidation and discrimination of any kind involving
race, color, religion, gender, age, national origin, disability, veteran status,
medical condition, sexual orientation, marital status or any other protected
status under the law.

Unwelcome sexual advances or other inappropriate personal conduct are
prohibited. Sexual harassment may take many forms, from overt advances to
demeaning comments, jokes, language and gestures. Sexual harassment may also
occur when someone's words, actions or behavior, either implicitly or
explicitly, interferes with work performance or creates an intimidating, hostile
or offensive work environment.

Finally, if a Team Member has a medical condition or disability and needs to
request an adjustment or reasonable accommodation, Jo-Ann will review requests
and determine whether a reasonable accommodation can be made in compliance with
all obligations under the Americans with Disabilities Act (ADA) and similar
state specific laws.

If a Team Member experiences a situation that he/she believes is discriminatory,
hostile or involves any form of harassment, the Team Member is encouraged to
communicate to the individual that such behavior is unwelcome and notify his/her
manager immediately. If the Team Member believes that his/her manager is engaged
in unwelcome behavior or the Team Member is not comfortable raising concerns
with his/her manager, the Team Member should contact the React Hotline at
1-800-859-8529. Please note that all complaints MUST be reported by management
to Human Resources and will be investigated promptly and in an impartial and
confidential manner. Confidentiality will be maintained to the extent that it
allows for a thorough investigation of the complaint.

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3.   ACT IN THE BEST INTEREST OF THE COMPANY AND AVOID ALL CONFLICTS OF
     INTEREST.

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YOUR ROLE:

Do not engage in any activity that could be perceived as putting your own
interests ahead of the Company's interest.

Advance the Company's interest when presented with an opportunity.
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A conflict of interest occurs when an individual's personal interests interfere,
or appear to interfere, in any way with the interests of Jo-Ann. As employees of
Jo-Ann, Team Members must act in the best interests of the Company and avoid
situations that present potential or actual conflicts between their individual
interests and the interests of the Company.

The following are examples of actions that would constitute a conflict of
interest:

-    Investing in, or serving as a director of, any company that sells products
     or services similar to Jo-Ann's, or any company doing or seeking to do
     business with Jo-Ann, other than relatively small investments in securities
     of publicly-held companies;
-    Working for, or on behalf of, any competitor or supplier to Jo-Ann;
-    Borrowing money from companies doing or seeking to do business with Jo-Ann,
     other than on generally available terms;
-    Accepting bribes or kickbacks of any kind;
-    Supervising a relative or close personal friend;
-    Having a personal relationship with another employee or vendor that affects
     a Team Members ability to do his/her job or disrupts the workplace;
-    Working for another company that conflicts with the duties and
     responsibilities at Jo-Ann.

In addition to the above, listed below are examples of situations which may
cause a conflict of interest; please note that this list is not all-inclusive.
If Team Members encounter a situation in which they are unsure whether or not an
action represents a conflict of interest, they should discuss it with an officer
in the Company.

-    Placing Company business with relatives, friends, or working on a Company
     project that will have a direct impact on the financial interest of
     relatives or friends;
-    Encouraging companies dealing with Jo-Ann to buy supplies or services from
     relatives or friends;
-    Hiring a relative or friend;
-    Soliciting donations from suppliers, contractors and local merchants;
-    Accepting gifts and gratuities from suppliers, contractors, or vendors;
-    Accepting fees or honorariums for doing things such as giving lectures,
     conducting seminars, serving as a director of another company or completing
     a survey;

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-    Participating in the regulatory or other activities of a community or
     governmental body that have a direct impact on the business of the Company;
-    Conducting political activities on Company time or involving the use of any
     Company resources, including financial contributions.

Team Members are expected to act in the best interest of the Company when
presented with opportunities as a result of their jobs. This means that Team
Members will not use Company property, information and position for personal
gain. With respect to products, including sample merchandise that is given to
Jo-Ann, materials slated for removal and disposal, product that is to be
returned to a vendor, and damaged goods, these products are the property of
either Jo-Ann or its vendors. These products should not be handled in any way
that contradicts instructions provided to Jo-Ann or its Team Members.

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4.   RESPECT AND MAINTAIN THE CONFIDENTIALITY OF INFORMATION ENTRUSTED TO YOU BY
     THE COMPANY AND ITS CUSTOMERS.

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YOUR ROLE:

All confidential information, including all non-public information that might be
of use to competitors, or harmful to the Company or its customers, if disclosed,
should be kept secure.

The only exception to this is when disclosure is authorized or legally mandated.

When the information is no longer needed by Jo-Ann it should be disposed of
properly.

This practice should be followed during and after your employment with Jo-Ann.
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Jo-Ann respects employee privacy and has practices to safeguard the
confidentiality of Team Member records. The Company collects, stores, uses and
distributes personal information (including salary and benefits data), employee
medical information and employee lists, in compliance with all applicable laws.

Likewise, our Team Members are required to treat the Company's information with
the same respect. Information generated in our business is a valuable Company
asset. Protecting this information plays a vital role in our continued growth
and ability to compete. Typical of such information, in any form (electronic or
hard copy), are merchandise and marketing plans; objectives and strategies;
trade secrets; unpublished financial or pricing information; computer programs;
employee, customer and supplier lists.

Team Members who have access to proprietary and confidential information are
obligated to safeguard it from unauthorized access and follow these additional
guidelines:

-    Do not disclose this information to persons outside Jo-Ann. Exercise
     caution when discussing Company business in public places where
     conversations can be overheard, like restaurants or on airplanes. Recognize
     the potential for eavesdropping on cellular telephones.

-    Do not use this information for personal benefit or the benefit of persons
     outside of Jo-Ann.

-    Share this information only with other Team Members as appropriate for them
     to do their job.

Written approval from an officer or the General Counsel is required before
confidential or proprietary information can be released outside the Company. In
addition, Team Members are not to talk to the media without approval from the
Executive Committee.

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This obligation, to protect Jo-Ann's proprietary and confidential information,
continues even after leaving the Company.


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5.   CONDUCT ALL BUSINESS WITH TEAM MEMBERS, CUSTOMERS, SUPPLIERS AND
     COMPETITORS IN A FAIR AND HONEST MANNER.

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YOUR ROLE:

When dealing with customers, suppliers, competitors and coworkers, you should
conduct business in a fair and honest manner.
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Team Members should not take advantage of anyone through manipulation,
concealment or abuse of privileged information, misrepresentation of material
facts or any other unfair activity.

Team Members are expected to gather and use information about our competitors in
an ethical manner and in compliance with the law. Prohibited, of course, are
theft, illegal entry, blackmail and electronic eavesdropping. Employees of
competitors or suppliers should not be used as a source of non-public
information. Jo-Ann Team Members should not divulge proprietary information
about a former employer, and will not be asked to do so.

All proprietary or non-public information about our competitors or suppliers
should not be used if one suspects that it has been obtained improperly or
misdirected in error (such as misdirected faxes).


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6.   REPORT ALL FINANCIAL INFORMATION ACCURATELY.

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YOUR ROLE:

Ensure all of your business transactions and records are accurate and filed on a
timely basis.
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Most Team Members are involved with financial reports of some kind - preparing
time sheets, expense reports, approving invoices, signing for receipt of
purchased materials or preparing inventory reports. While all Team Members do
not need to be familiar with accounting procedures, everyone does need to make
sure that all business records are accurate, complete and reliable. This
standard also applies to all operating reports or records prepared for internal
or external purposes, such as product test results, quality control reports or
sales projections.

In short, Team Members need to ensure that all of their records are truthful and
accurate. False, misleading or incomplete information impairs our ability to
make good decisions, undermines trust in the long term and in some cases may be
illegal.

In addition, no Team Member shall directly or indirectly take any action to
fraudulently influence, coerce, manipulate or mislead an accountant engaged in
the performance of an audit or review of the financial statements.

TEAM MEMBERS WITH FINANCIAL REPORTING RESPONSIBILITIES ARE SUBJECT TO THE
FOLLOWING SPECIAL ETHICS OBLIGATIONS.

As a public company it is of critical importance that the Company's filings with
the Securities and Exchange Commission be accurate and timely. Depending on
their position with Jo-Ann, Team Members may be called upon to provide
information to assure that the Company's public reports are complete, fair and
understandable. Jo-Ann expects all of its personnel to take this responsibility
very seriously and to provide prompt and accurate answers to inquiries related
to the Company's public disclosure requirements.

The Finance Department bears a special responsibility for promoting integrity
throughout the organization, with responsibilities to stakeholders both inside
and outside Jo-Ann. The Chief Executive Officer and Finance Department personnel
have a special role to adhere to these principles themselves and to promote a
culture within the Company that ensures the fair and timely reporting of
Jo-Ann's financial results and condition.

Because of this special role, the Chief Executive Officer and all members of
Jo-Ann's Finance Department are bound by the following Financial Officer Code of
Ethics. By accepting the Code of Business Conduct, each agrees that he/she will:

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

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-    Provide information that is accurate, complete, objective, relevant, timely
     and understandable to ensure full, fair, accurate, timely and
     understandable disclosure in reports and documents that Jo-Ann files with,
     or submits to, government agencies and in other public communications.

-    Comply with rules and regulations of federal, state, provincial and local
     governments, and other appropriate private and public regulatory agencies.

-    Act in good faith, responsibly, with due care, competence and diligence,
     without misrepresenting material facts or allowing one's independent
     judgment to be subordinated.

-    Respect the confidentiality of information acquired in the course of one's
     work, except when authorized or otherwise legally obligated to disclose.
     Confidential information acquired in the course of one's work may not be
     used for personal advantage.

-    Share knowledge and maintain skills important and relevant to each
     stakeholder's needs.

-    Proactively promote and be an example of ethical behavior as a responsible
     partner among peers, in the work environment and in the community.

-    Achieve responsible use of and control over all assets and resources
     employed or entrusted.

-    Promptly report to the Vice President of Internal Audit and Loss Prevention
     any conduct that appears to be in violation of law or business ethics or of
     any provision of the Code, including any transaction or relationship that
     reasonably could be expected to give rise to such a conflict.

Violations of this Financial Officer Code of Ethics, including failures to
report potential violations by others, may result in personnel action, including
termination of employment.


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7.   PROPERLY UTILIZE AND PROTECT ALL COMPANY ASSETS.

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YOUR ROLE:

Protect the Company's assets, which have been entrusted to you.

Use the Company's assets for legitimate business purposes.
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Every Team Member is a steward of the Company's assets. Protecting Company
assets against loss, theft and misuse is everyone's responsibility. Inventory,
equipment, samples, tools and supplies have been acquired solely for the purpose
of conducting Company business. They may not be used for personal benefit, sold,
loaned, given away or disposed of without proper authorization.

Incidental personal use of telephones, email, Internet, fax machines, copy
machines, personal computers and similar equipment is generally allowed if there
is no significant added cost to the Company, it does not interfere with work
duties and is not related to an illegal activity or to any outside business.
Company systems should not be used to access, send or download any information
that could be insulting or offensive to another person, such as sexually
explicit messages, cartoons, jokes, unwelcome propositions, ethnic or racial
slurs or any other message that could be viewed as harassment. Team Members
should not have any expectation of privacy when using Company assets such as the
Internet, email and the telephone.


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8.   COMPLY WITH ALL LAWS, RULES AND REGULATIONS, INCLUDING INSIDER TRADING LAWS
     AND INTERNATIONAL LAWS.

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YOUR ROLE:

Ensure that you are acting in accordance with all laws.

Be particularly sensitive to Jo-Ann insider trading regulations.

If you are unsure of the laws associated with your business area or function,
ask the General Counsel.
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All business at Jo-Ann should be conducted in accordance with the appropriate
international, national and local laws.


RECORD MANAGEMENT
Record retention requirements are often based on specific statutory and
regulatory requirements that are unique to a particular business operation.
These retention requirements apply to all Company documents, including e-mail
and other electronic records. Failing to comply with the appropriate
requirements can have serious tax or legal repercussions.

INSIDER TRADING
All Team Members need to be aware that using confidential material information
for trading, or tipping others to trade, is both unethical and illegal. Material
inside information is any information about a company (Jo-Ann, our suppliers or
customers) that has not reached the general marketplace and is likely to impact
investors' decisions around whether or not to trade. The term "trade" includes
all securities transactions in the open market, and includes transactions in
Company plans such as Associate Stock Option Plan, 401(k) Plan and the stock
option plan.

It is illegal to give confidential material information to anyone, other than in
the necessary course of business. Team Members who involve themselves in insider
trading (either by personally engaging in trading or by disclosing confidential
material information to others) are subject to immediate dismissal and may be
prosecuted.

ANTITRUST LAWS
Antitrust laws, which are also known as competition laws, are designed to ensure
a fair and competitive free market system. While Jo-Ann will compete vigorously
in the marketplace, we will comply with the applicable antitrust and competition
laws wherever we do business. This means that we will compete on the merits of
our products, the prices we charge and the customer loyalty we earn.

Some of the most serious antitrust offenses occur between competitors, such as
agreements to fix or control prices or other terms of sale, to allocate
products, territories or markets (including store locations) or to limit the
production or sale of products. It is therefore important to avoid discussions
with competitors regarding


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pricing, terms and conditions, costs, marketing or store opening plans, and any
other proprietary or confidential information.

Unlawful agreements need not be written or even consist of express commitments.
Agreements can be inferred based on "loose talk", informal discussions or the
mere exchange of certain information.

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If a Team Member believes that a conversation with a competitor enters an
inappropriate area, the Team Member should end the conversation at once.

The antitrust laws also regulate conduct with suppliers and others. For example,
resale price agreements are prohibited and the Robinson-Patman Act prohibits
price discrimination by suppliers and knowingly inducing or receiving
discriminatory pricing by buyers.

INTERNATIONAL BUSINESS LAWS
We expect all Team Members to comply with the laws of the countries in which we
operate. Team Members who are involved in international activities should know
the regulations and regularly consult with the General Counsel to ensure Jo-Ann
is compliant. Where U.S. law or Jo-Ann policy differs from local law or customs,
Team Members should follow the more restrictive law and policy.

FOREIGN CORRUPT PRACTICES ACT (FCPA)
The FCPA has two important provisions - (1) accounting and recordkeeping and (2)
bribery.

The FCPA requires that we keep accurate books and records, and maintain a system
of controls to ensure our records fairly reflect transactions and dispositions
of assets. This is to prevent "slush funds" and "off-the-books" accounts, which
some companies have used to make and conceal questionable payments. The FCPA
also makes it illegal to bribe a foreign official in order to obtain or retain
business or an improper advantage. A bribe could be a payment, a promise or
anything else of value (regardless of the magnitude). A foreign official is an
employee of a government outside the U.S. and includes members of the armed
forces, employees of state-owned companies and members of a royal family engaged
in commercial activities. Officials of public international organizations, such
as the World Bank, are also considered foreign officials.

FACILITATING PAYMENTS AND THE FCPA
Facilitating payments are incidental payments or gratuities paid to foreign
officials to expedite performance of a routine governmental action. Some
examples of such payments include: obtaining permits, licenses or other
documents to do business; processing government paperwork such as visas or work
orders; providing police protection or mail service; providing telephone
service, power or water supply; and loading or unloading cargo. The term
"routine government action" does not include any decision of whether to award
new business or continue business.

Although these payments are not prohibited by the FCPA, every effort should be
made to avoid them. Team Members should obtain approval from the Chief Financial
Officer before making any facilitating payment. It is imperative that these
payments are correctly recorded and identified in Jo-Ann's records.

In addition to facilitating payments, the FCPA has other narrowly defined
exceptions to its payment prohibitions. Jo-Ann's General Counsel can answer any
questions that Team Members have.



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                               JO-ANN STORES, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS
                               ACKNOWLEDGMENT FORM


I certify that I have received, read and understand Jo-Ann Stores, Inc.'s Code
of Business Conduct and Ethics (Code), and will abide by all principles,
standards and procedures stated within the Code. I acknowledge that this
document is not a contract of employment.



Signature:
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Print Name:
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Date:
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