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                                                                    EXHIBIT 14.B

TROPICAL SPORTSWEAR INT'L CORPORATION
CODE OF CONDUCT/CODE OF ETHICS

Purpose:

The Company's Principal Executive Officer and Senior Financial Officers hold an
important and elevated role in its corporate governance. These Officers, as well
as all other employees, are vested with both the responsibility and authority to
protect, balance, and preserve the interests of all of the Company's
stakeholders, including shareholders, clients, employees, suppliers, and
citizens of the communities in which business is conducted. This responsibility
is accomplished by prescribing and enforcing the policies and procedures
employed in the operation of the Company's financial organization, and by
demonstrating the following:

1.       Honest and Ethical Conduct

     The Principal Executive Officer, Senior Financial Officers and all other
     employees will exhibit and promote the highest standards of honest and
     ethical conduct through the establishment and operation of policies and
     procedures that:

     -        Encourage and reward professional integrity in all aspects of the
         financial organization, by eliminating inhibitions and barriers to
         responsible behavior, such as coercion, fear of reprisal, or alienation
         from the financial organization or the enterprise itself.

     -        Prohibit and eliminate the appearance or occurrence of conflicts
         between what is in the best interest of the enterprise and what could
         result in material personal gain for a member of the financial
         organization, including Senior Financial Officers.

     -        Provide a mechanism for members of the finance organization to
         inform senior management of deviations in practice from policies and
         procedures governing honest and ethical behavior.

     -        Demonstrate their personal support for such policies and
         procedures through periodic communication reinforcing these ethical
         standards throughout the finance organization.

II.      Financial Records and Periodic Reports

     Senior Financial Officers and all financial employees will establish and
     manage the enterprise transaction and reporting systems and procedures to
     ensure that:

     -   Business transactions are properly authorized and completely and
         accurately recorded on the Company's books and records in accordance
         with Generally Accepted Accounting Principles (GAAP) and established
         company financial policy.

     -   The retention or proper disposal of Company records shall be in
         accordance with established enterprise financial policies and
         applicable legal and regulatory requirements.

     -   Periodic financial communications and reports will be delivered in a
         manner that facilitates the highest degree of clarity of content and
         meaning so that readers and users will quickly and accurately determine
         their significance and consequence.

III.     Compliance with Applicable Laws, Rules and Regulations

Senior Financial Officers will establish and maintain mechanisms to:

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     -        Educate members of the finance organization about any federal,
         state or local statute, regulation or administrative procedure that
         affects the operation of the finance organization and the enterprise
         generally.

     -        Monitor the compliance of the finance organization with any
         applicable federal, state or local statute, regulation or
         administrative rule.

     -        Identify, report and correct in a swift and certain manner, any
         detected deviations from applicable federal, state or local statute or
         regulation.

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                 CERTIFICATION - CODE OF CONDUCT/CODE OF ETHICS

I certify that I have read and understand the Company's Statement of Policy
regarding the Code of Conduct/Code of Ethics. I will comply with the Code of
Conduct/Code of Ethics policy for as long as I am subject to the policy.

         Signature: ______________________________________________

         Date: ___________________________________________________

         Print name: _____________________________________________

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