**Exhibit 14.1**
Financial Code of Ethics
Stater Bros. Holdings Inc. and its subsidiaries Stater Bros. Markets and Stater Bros. Development,Inc. (collectively the “Company”) has a Financial Code of Ethics which governs the conduct of itsfinancial managers. The Company’s Financial Code of Ethics is applicable to the Company’s CEO, CFO,Controllers and other individuals who perform similar functions (“Financial Managers”). ThisFinancial Code of Ethics establishes standards by which the financial managers will conductthemselves and the affairs of the Company. These standards are set forth in the following policiesand guidelines and agreed to by the financial managers as attested by their signature below:
 1)  The financial manager is committed to professional conduct that personifies thehighest level of business and ethical conduct. They are to conduct the business affairsof the Company to comply not only to the letter of applicable laws and regulations but tothe spirit for which the laws and regulations were enacted.  2)  Financial managers acknowledge that they have fiduciary responsibilities to theCompany, to the holders of its public debt and to the customers the Company serves tomanage the affairs of the Company in a professional, honest and highly ethical manner.  3)  Financial managers will not be employed in capacities outside of the Company, norhave financial interest in other entities which may cause a conflict of interest, or theappearance of a conflict of interest, with the Company and its affiliates. The financialmanager will immediately bring to the attention of the CEO (and in the case of the CEO tothe Audit Committee) any external employment or financial interest that could conceivablycause a conflict of interest.  4)  The financial manager will develop, monitor and manage both internal controls andinternal control over financial reporting to ensure that financial transactions areproperly authorized and accurately and timely recorded in the accounting records of theCompany in accordance with accounting principles generally accepted in the United States.  5)  Financial managers will safeguard the financial information of the Company by holdingmaterial financial information confidential. Financial information will only becommunicated to appropriate individuals internally within the Company as authorized by theCEO and CFO. Information of a confidential nature will only be made available tocompanies doing business with the Company with the approval of the CEO and CFO and withappropriate confidentiality agreements. No information will be made available to externalcompanies that should first be publicly filed with the SEC or other regulatory agencies.Public dissemination of financial information will only be made in filings with the SECand other appropriate public communications.  6)  Financial managers will follow internal control over financial reporting proceduresand will enhance the procedures as needed in order to ensure that reports filed with orsubmitted to the SEC and other public communications made by the Company are full, fair,accurate, timely and understandable.
 

 

 7)  Financial managers will comply with all applicable governmental laws, rules andregulations in conducting the affairs of the Company.  8)  Financial managers will immediately report to the CFO violations of this FinancialCode of Ethics. If the financial manager believes that the CFO is party to the violationof the Financial Code of Ethics, or if the financial manager is not satisfied with eitherthe resolution of the violation or the timeliness of the resolution the financial managerwill contact the Audit Committee. This Financial Code of Ethics requires the financialmanager to report all violations of the Financial Code of Ethics to the CFO or AuditCommittee as may be appropriate.  9)  The CFO will thoroughly investigate all violations reported on a timely basis andwill demonstrate professional and ethical behavior in the resolution of the violation.The CFO will report all violations of a material nature to the Audit Committee.  10)  The Audit Committee will have the authority to investigate to its satisfaction allviolations brought to its attention and will take actions necessary to appropriatelyresolve the violation.  11)  Fraud by a financial manager or violations that cause a material impact on thefinancial statements of the Company will be reported to the SEC and if appropriate toother governmental agencies.  12)  The financial manager acknowledges that violation of this Financial Code of Ethicswill cause the Company to take disciplinary action against the financial manager up to andincluding termination of employment and that the Company may take additional legal actionincluding reporting violations to appropriate regulatory agencies.
The financial manager will annually acknowledge and certify adherence to this Financial Code ofEthics. The CFO will cause these certifications to be made annually and will provide executedcopies of this Financial Code of Ethics to the Audit Committee.
I, the undersigned, acknowledge and understand the Financial Code of Ethics shown above and Iwill conduct the affairs of the Company in accordance with this Financial Code of Ethics.
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