EXHIBIT 14

                             BARNEYS NEW YORK, INC.

                      CODE OF ETHICS FOR SENIOR MANAGEMENT


           This Code of Ethics is applicable to all members of the senior
management of Barneys New York, Inc. and its subsidiaries (collectively, the
"COMPANY"), as further identified below.

           The Company has also adopted various policies relating to business
conduct (collectively, the "POLICY") that apply to officers and employees of the
Company and its subsidiaries and entities controlled by the Company. Members of
senior management are subject to the provisions of the Policy, in addition to
this Code of Ethics.

Statement of Purpose; Guiding Principles
----------------------------------------

           The Company, in adopting both the Policy and this Code of Ethics by
action of its Board of Directors, has recognized the vital importance to the
Company of conducting business in full compliance with all applicable laws and,
even where not required by law, with integrity and honesty, dealing fairly with
suppliers, customers, business partners and others.

           The purpose of this Code of Ethics Policy is to promote adherence to
the following guiding principles and implementing procedures by the Company's
senior management in all of their dealings on behalf of or with the Company:

          o    honest and ethical conduct, including the ethical handling of
               actual or apparent conflicts of interest between personal and
               business or professional relationships;

          o    acting in good faith, responsibly, with due care, competence and
               diligence, without misrepresenting material facts or allowing his
               or her independent judgment to be subordinated to the judgment of
               others;

          o    full, fair, accurate, timely, and understandable disclosure in
               reports and documents that the Company or any Company Affiliate
               (as described below) files with, or submits to, the U.S.
               Securities and Exchange Commission ("SEC") and in other public
               communications, whatever the medium;

          o    compliance with all other applicable governmental laws, rules and
               regulations (including, but not limited to, those relating to
               reporting or disclosure to any governmental authority or to the
               public of affairs of the Company or any Company Affiliate);

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          o    prompt internal reporting of violations of this Code of Ethics or
               of the Policy to the appropriate persons;

          o    protecting the confidentiality of non-public information about
               the Company and its customers or suppliers, and prevent the
               unauthorized disclosure of such information unless required by
               law;

          o    ensuring the responsible use of, and control over, all Company
               assets and resources entrusted to his or her care; and

          o    accountability with respect to compliance with, and the
               interpretation and enforcement of, this Code of Ethics.

In furtherance of this purpose and these principles, each member of the
Company's senior management is expected to maintain a high standard of business
ethics in his or her conduct of business on behalf of the Company and Company
Affiliates and in any of his or her personal relationships that may, in any way,
affect the Company's business or affairs. It is the Company's policy that in
dealing with all parties on behalf of the Company all representatives of the
Company should act with honesty and in an "above board" manner at all times.

               >>   In addition, to ensure that the Company maintains a
                    corporate culture that fosters only ethical conduct, the
                    Covered Officers (as defined below) are expected to take a
                    leadership role by:

                    o    setting an example through their own behavior;

                    o    demonstrating to employees and others that compliance
                         with this Code of Ethics and any other code of conduct
                         or business conduct policy of the Company is as
                         important as the Company's business and financial
                         performance; and

                    o    encouraging other officers and employees, and others
                         who advise or provide services to the Company, to
                         adhere to the purpose and principles of the Company's
                         codes of ethics and business conduct policies and to
                         report any concerns or potential violations of these
                         codes and policies as provided by their terms.

Officers Covered by this Code of Ethics
---------------------------------------

           This Code of Ethics is applicable to the officers of the Company
having the following responsibilities and authority: the Chief Executive
Officer, the Chief Financial Officer, the Treasurer, Controller and the General
Counsel, and the company's Internal Auditor (the "COVERED OFFICERS") and to all
other executives having the title of Executive Vice President and Senior Vice


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President, the Store Manager of the Company's flagship stores (including but not
limited to its stores on Madison Avenue and in Chicago and Beverly Hills) and
such other individuals as designated by the Audit Committee ("LIMITED COVERED
OFFICERS"). Covered Officers shall be required to comply with Sections (1), (2)
and (3) of these policies and procedures. Limited Covered Officers shall be
required to comply with Sections (1) and (3) of the policies and procedures.
Covered Officers and Limited Covered Officers are collectively referred to as
"SENIOR MANAGEMENT". In addition, if any company that is controlled by the
Company (a "COMPANY AFFILIATE") files or submits periodic reports to the SEC,
the officers of the Company Affiliate having such responsibilities and authority
are also to comply with the standards and policies provided by this Code of
Ethics.

           All references herein to dealings with, or actions of or transactions
with, the Company refer also to dealings with, or actions of or transactions
with, any company controlled by the Company and any company in which the company
has any substantial investment.


Implementing Policies and Procedures
------------------------------------

           In furtherance of the purpose and principles stated above, the
Covered Officers and Limited Covered Officers must adhere to the following set
of implementing policies and procedures, as applicable:

           (1)  Avoidance and Handling of Conflict of Interest Situations.
                ---------------------------------------------------------

           Each member of Senior Management is expected to avoid whenever
practicable situations where his or her personal interest may conflict with, or
be reasonably perceived to conflict with, the best interests of the Company and,
where it is not possible to avoid an actual or apparent conflict of interest, to
act in a manner expected to protect and advance the Company's interests.
Accordingly, a Covered Officer:

          o    is not permitted to compete, either directly or indirectly, with
               or against the Company;

          o    is not permitted to receive compensation in connection with
               services performed relating to any transaction entered into by
               the Company, other than compensation received in the ordinary
               course of the Covered Officer's employment by the Company;

          o    should avoid making any personal investment, acquiring any
               personal financial interest or entering into any association that
               interferes, might interfere, or might reasonably be thought to
               interfere, with his or her independent exercise of judgment on
               behalf of the Company and in its best interest; and


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          o    take or otherwise appropriate for his or her personal benefit or
               the benefit of any other person or enterprise any business
               opportunity or potential opportunity that arises or may arise in
               any line of business in which the Company or any Company
               Affiliate engages or is considering engaging.

               >>   To prevent even the appearance of a conflict of interest, no
                    member of Senior Management may engage in any transaction
                    with the Company (outside of being a customer of the
                    Company's business) or avail himself or herself of any
                    opportunity available to the Company without first notifying
                    and obtaining the written approval of the General Counsel or
                    his/her designee. The General Counsel of the Company shall
                    decide, in accordance with such policies as are set by the
                    Board of Directors or an appropriate committee thereof,
                    whether prior notice to and written approval from the Audit
                    Committee of the Board of Directors or of the full Board of
                    Directors (or of a Company Affiliate) must be sought in a
                    given situation.

               >>   To protect and advance the interests of the Company in any
                    situation where the interests of the Company and the
                    interests of a member of Senior Management may conflict or
                    be perceived to conflict, it will generally be necessary for
                    such member of Senior Management to cease to be involved in
                    dealing with the situation on behalf of the Company and for
                    another officer or employee of the Company to act on the
                    matter on behalf of the Company, for example in the
                    negotiation of a transaction (in addition to any approval on
                    behalf of the Company by another officer of the Company, the
                    Audit Committee or the full Board of Directors).

               >>   There is no "bright-line" test for, or comprehensive
                    definition of what constitutes a conflict of interest,
                    although at a minimum, compliance in any transaction with
                    all applicable laws, this Code of Ethics, and the Policy is
                    required. Accordingly, while not every situation that may
                    give rise to a conflict of interest can be enumerated either
                    in this Code of Ethics or the Policy, a member of Senior
                    Management must treat as a conflict of interest any
                    situation in which such member of Senior Management, or any
                    person with whom he or she has a personal relationship,
                    including but not limited to a family member, in-law,
                    business associate, or a person living in such member of
                    Senior Management's personal residence:

                    o    solicits or accepts, directly or indirectly, from
                         customers, suppliers or others dealing with the Company
                         any kind of gift or other personal, unearned benefit as
                         a result of his or her position with the Company (other
                         than non-monetary items of nominal intrinsic value);


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                    o    has any financial interest in any competitor, customer,
                         supplier or other party dealing with the Company (other
                         than ownership of publicly traded securities of such a
                         company having in the aggregate a value of no more than
                         $50,000);

                    o    has a consulting, managerial or employment relationship
                         in any capacity with a competitor, customer, supplier
                         or other party dealing with the Company, including the
                         provision of voluntary services; or

                    o    acquires, directly or indirectly, real property,
                         leaseholds, patents or other property or rights in
                         which the Company has, or the member of Senior
                         Management knows or has reason to believe at the time
                         of acquisition that the Company is likely to have, an
                         interest.

               >>   A completed certificate attesting to the absence of any
                    conflict of interest situation or disclosing any such
                    situation will be obtained from all members of Senior
                    Management, and delivered to the General Counsel, initially
                    promptly after the approval of this Code of Ethics by the
                    Board of Directors or an individual becoming a member of
                    Senior Management, as pertinent, and, thereafter, on an
                    annual basis. The General Counsel will make all such
                    certificates available to the Audit Committee or full Board,
                    upon request.

           (2)  Full, Fair and Timely Disclosure; Adequacy of Disclosure
                --------------------------------------------------------
                Controls and Procedures and Internal Control Over Financial
                -----------------------------------------------------------
                Reporting
                ---------

           The Covered Officers are responsible for assuring accurate, full,
fair, timely and understandable disclosure in all the Company's public
communications, including any periodic report or other document filed with or
submitted to the SEC or other governmental agency or entity, made by the Company
and/or any Company Affiliate that reports to the SEC. Accordingly, it is the
responsibility of each of the Covered Officers promptly to bring to the
attention of the General Counsel (or other appropriate Company official, as
indicated below) any credible information of which he or she becomes aware that
would place in doubt the accuracy and completeness in any material respects of
any disclosures of which he or she is aware that have been made, or are to be
made, directly or indirectly by the Company and/or any Company Affiliate in any
public SEC filing or submission or any other public communication, whether oral
or written (including but not limited to a press release, investor conference
call or press conference). In addition, each Covered Officer is responsible for


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promptly bringing to the attention of the General Counsel (or other appropriate
Company official, as indicated below) any credible information of which he or
she becomes aware that indicates that the Company's system for preparing its
financial reports or other public disclosures are inadequate in any material
respect, even if a materially inaccurate or incomplete disclosure has not
resulted or is not expected imminently to result from such inadequacy.

               >>   The Company is required by law to keep books and records
                    that accurately and fairly reflect its business operations,
                    its acquisition and disposition of assets and its incurrence
                    of liabilities, as part of a system of internal accounting
                    controls that will ensure the reliability and adequacy of
                    these books and records and that will ensure that access to
                    Company assets is granted only as permitted by Company
                    policies. Accordingly, the Covered Officers shall promptly
                    bring to the attention of the General Counsel, acting on
                    behalf of the Disclosure Committee (as hereinafter defined),
                    and, if pertinent in accordance with the provisions of this
                    Code of Ethics, the other officer(s) of the Company
                    designated by this Code of Ethics, any credible information
                    of which he or she is aware concerning:

                    o    significant deficiencies or material weaknesses in the
                         design or operation of the Company's system of internal
                         accounting controls that could adversely affect the
                         Company's ability to record, process, summarize and
                         report financial data or any significant deficiency or
                         material weakness in the design or operation of the
                         Company's system for collecting, assessing and
                         reporting to the public in a timely manner other
                         information required to be disclosed in accordance with
                         SEC requirements;

                    o    any fraud, whether or not material, that involves
                         management or other employees who have a role in the
                         Company's financial reporting, disclosures or internal
                         controls or otherwise could affect the accuracy and
                         timeliness of the Company's financial reporting, e.g.,
                         persons involved in negotiating the terms of contracts
                         with customers, suppliers or other vendors; or

                    o    any significant changes in internal controls or in
                         other factors that could significantly affect internal
                         controls, including any corrective actions with regard
                         to significant deficiencies and materials weaknesses.

          Covered Officers are prohibited from directly or indirectly taking any
          action to fraudulently influence, coerce, manipulate or mislead the
          Company's independent public auditors for the purpose of rendering the
          financial statements of the Company misleading.


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           Unless a Covered Officer has raised the matter with the Disclosure
Committee consisting of the CEO, CFO and General Counsel, the General Counsel
shall notify the Disclosure Committee of any issue regarding the adequacy in all
material respects of the Company's public disclosures and/or the Company's
internal controls and procedures raised by information reported by a Covered
Officer as provided by this Code of Ethics, and the Disclosure Committee shall
determine how to address the matter, including but not limited to notification
of the Audit Committee (and/or notification of the full Board of Directors) of
disclosure or control deficiencies.

           3. Compliance with and Administration of this Code of Ethics.
              ---------------------------------------------------------

           All members of Senior Management shall promptly bring to the
attention of the General Counsel (or such other person as may be designated by
this Code of Ethics or otherwise designated by the Audit Committee, as pertinent
under the circumstances) any credible information he or she may receive or
become aware of indicating:

          o    that any violation of this Code of Ethics or of the Policy has
               occurred or is imminent,

          o    that any violation of the U.S. federal securities laws or any
               rule or regulation thereunder by the Company or any Company
               Affiliate or any officer, employee or other agent of the Company
               or a Company Affiliate has occurred or is imminent, or

          o    that any violation by the Company or any Company Affiliate or any
               officer, employee or other agent of the Company or a Company
               Affiliate of any other law, rule or regulation applicable to the
               Company or any Company Affiliate has occurred or is imminent.

In reporting violations under this section, Covered Officers may elect to
utilize the anonymous complaint procedures established by the Company.

           The General Counsel or other designated Company official will
promptly notify the Audit Committee of any report he or she has received of such
a violation by a member of Senior Management and shall promptly notify the
Disclosure Committee (other than any member who is the subject of a report) of
any report he or she has received of any other such violation and shall also
promptly notify the Audit Committee if such a violation may be material to the
Company. The General Counsel or other designated Company official shall
periodically report to the Audit Committee regarding the reporting of actual or
imminent violations of this Code of Ethics, the U.S. federal securities laws and
other laws, rules or regulations in accordance with this Code of Ethics or the
Policy, even if they are not considered credible, meritorious or material.


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           In any circumstance where a member of Senior Management or executive
officer may consider it impracticable or contrary to the Company's best interest
to make a report under this Code of Ethics to the person regularly designated to
receive such report under this Code of Ethics, the report may instead be made to
the Company's chief executive officer and/or the Chairman of the Audit
Committee.

           Except as may be otherwise provided by this Code of Ethics or by
action of the Board of Directors or the Audit Committee pursuant to authority
delegated to it by the Board of Directors, the Audit Committee shall be
responsible for determining how a report of a violation made to it under this
Code of Ethics should be addressed, including, but not limited to, the manner in
which the report shall be investigated and, if after investigation the committee
concludes the report has merit, the appropriate responsive action to be taken by
the Company, including making recommendations to the Board of Directors of
action to be taken to remedy or sanction any violation.

               >>   The Audit Committee, in accordance with its charter, shall
                    determine whether or not a violation of this Code of Ethics
                    has occurred or may occur, after appropriate investigation
                    of all relevant facts and circumstances, and shall make
                    recommendations to the Board of Directors on the appropriate
                    responsive action(s) to be taken. Such action(s), as
                    ultimately determined by the Board of Directors, shall be
                    reasonably designed to deter violations of this Code of
                    Ethics or other wrongdoing and to promote accountability for
                    adherence to this Code, and shall include appropriate
                    remedies and sanctions.

           Only the Company's Board of Directors or a committee of the Board of
Directors duly authorized by the Board of Directors to do so may amend or grant
waivers from compliance with this Code of Ethics. All waivers, including
implicit waivers, and amendments shall be publicly disclosed as required by
applicable SEC regulations and no waiver, implicit waiver or amendment of this
Code of Ethics will become effective until such public disclosure is made. For
this purpose, a "waiver" means the approval by the Company's Board of Directors
of a material departure from a provision of this Code of Ethics and an "implicit
waiver" means the failure of the Company's Board of Directors to take action
within a reasonable period of time regarding a material departure from a
provision of this Code of Ethics after any executive officer of the Company has
become aware of such material departure.

               >>   If the Board of Directors, or a duly authorized committee of
                    the Board of Directors, decides to grant a waiver from this
                    Code:

                    o    It shall ensure that, if circumstances warrant, the
                         waiver is accompanied by appropriate controls designed
                         to protect the Company from the risks of the
                         transaction, or otherwise attendant on the
                         circumstances, with respect to which the waiver is
                         granted. The design and implementation of such controls
                         shall be coordinated with the Audit Committee.


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                    o    The Disclosure Committee shall be advised of the waiver
                         for the purposes of ensuring prompt disclosure to
                         shareholders regarding the waiver (including the
                         reasons for the waiver as required by applicable SEC
                         rules) and the Disclosure Committee's consideration of
                         any supplement or modification of the Company's
                         disclosure controls or procedures to be made in
                         connection with or as a result of the waiver and any
                         related disclosure that are appropriate regarding the
                         Company's disclosure controls and procedures.

           It is the Company's policy that any employee who in good faith brings
information regarding a violation (or potential violation) of this Code of
Ethics or the Policy to the attention of the Company's General Counsel, or any
officer designated by the Policy or this Code of Ethics or the Audit Committee
(or any other director or officer) shall not be disadvantaged or discriminated
in any term or condition of his or her employment (including the opportunity for
promotion) by reason of the employee taking such action. Moreover, it is the
Company's policy to protect against any such disadvantage or discrimination
those supervisors, officers and directors who in good faith take appropriate
action in response to any concerns or complaints received by them, including
undertaking any investigation or reporting the matter to another authority
within the Company.

           At least once every three years the Board of Directors shall review
the operation and adequacy of this Code of Ethics.

           4.  Sanctions for Violations.
               ------------------------

           In the event of a violation of this Code of Ethics or of the Policy
by a Covered Officer, the Audit Committee or such other designee of the Board of
Directors shall determine the appropriate actions to be taken after considering
all relevant facts and circumstances. Such actions shall be reasonably designed
to -

          o    deter future violations of this Code or of the Policy or other
               wrongdoing, and

          o    promote accountability for adherence to the policies of this Code
               of Ethics and the Policy.

           Such appropriate actions may include -

                    o    written notice to the individual(s) involved that the
                         Board has determined that there has been a violation,
                         and


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                    o    a censure by the Board, or demotion or re-assignment of
                         the individual(s) involved, or the individual(s)'
                         suspension from his or her position of employment by
                         the Company with or without pay or benefits (as
                         determined by the Board), and/or termination of his or
                         her employment by the Company.

In determining the appropriate sanction in a particular case, the Board or its
designee shall consider all relevant information, including -

     o    the nature and severity of the violation,

     o    whether the violation was a single occurrence or repeated occurrences,

     o    whether the violation appears to have been intentional or inadvertent,

     o    whether the individual(s) involved had been advised prior to the
          violation as to the proper course of action, and

     o    whether or not the individual in question had committed other
          violations in the past.


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