**Exhibit 14.1**
Financial Code of Ethics
Stater Bros. Holdings Inc. and its subsidiaries Stater Bros. Markets and StaterBros. Development, Inc. (collectively the “Company”) has a Financial Code ofEthics which governs the conduct of its financial managers. The Company’sFinancial Code of Ethics is applicable to the Company’s CEO, CFO, Controllersand other individuals who perform similar functions (“Financial Managers”).This Financial Code of Ethics establishes standards by which the financialmanagers will conduct themselves and the affairs of the Company. Thesestandards are set forth in the following policies and guidelines and agreed toby the financial managers as attested by their signature below:
1) The financial manager is committed to professional conduct thatpersonifies the highest level of business and ethical conduct. Theyare to conduct the business affairs of the Company to comply not onlyto the letter of applicable laws and regulations but to the spirit forwhich the laws and regulations were enacted. 2) Financial managers acknowledge that they have fiduciaryresponsibilities to the Company, to the holders of its public debt andto the customers the Company serves to manage the affairs of theCompany in a professional, honest and highly ethical manner. 3) Financial managers will not be employed in capacities outside ofthe Company, nor have financial interest in other entities which maycause a conflict of interest, or the appearance of a conflict ofinterest, with the Company and its affiliates. The financial managerwill immediately bring to the attention of the CEO (and in the case ofthe CEO to the Audit Committee) any external employment or financialinterest that could conceivably cause a conflict of interest. 4) The financial manager will develop, monitor and manage bothinternal controls and internal control over financial reporting toensure that financial transactions are properly authorized andaccurately and timely recorded in the accounting records of the Companyin accordance with accounting principles generally accepted in theUnited States. 5) Financial managers will safeguard the financial information of theCompany by holding material financial information confidential.Financial information will only be communicated to appropriateindividuals internally within the Company as authorized by the CEO andCFO. Information of a confidential nature will only be made availableto companies doing business with the Company with the approval of theCEO and CFO and with appropriate confidentiality agreements. Noinformation will be made available to external companies that shouldfirst be publicly filed with the SEC or other regulatory agencies.Public dissemination of financial information will only be made infilings with the SEC and other appropriate public communications. 6) Financial managers will follow internal control over financialreporting procedures and will enhance the procedures as needed in orderto ensure that reports filed with or submitted to the SEC and otherpublic communications made by the Company are full, fair, accurate,timely and understandable.
 

 

7) Financial managers will comply with all applicable governmentallaws, rules and regulations in conducting the affairs of the Company. 8) Financial managers will immediately report to the CFO violations ofthis Financial Code of Ethics. If the financial manager believes thatthe CFO is party to the violation of the Financial Code of Ethics, orif the financial manager is not satisfied with either the resolution ofthe violation or the timeliness of the resolution the financial managerwill contact the Audit Committee. This Financial Code of Ethicsrequires the financial manager to report all violations of theFinancial Code of Ethics to the CFO or Audit Committee as may beappropriate. 9) The CFO will thoroughly investigate all violations reported on atimely basis and will demonstrate professional and ethical behavior inthe resolution of the violation. The CFO will report all violations ofa material nature to the Audit Committee. 10) The Audit Committee will have the authority to investigate to itssatisfaction all violations brought to its attention and will takeactions necessary to appropriately resolve the violation. 11) Fraud by a financial manager or violations that cause a materialimpact on the financial statements of the Company will be reported tothe SEC and if appropriate to other governmental agencies. 12) The financial manager acknowledges that violation of this FinancialCode of Ethics will cause the Company to take disciplinary actionagainst the financial manager up to and including termination ofemployment and that the Company may take additional legal actionincluding reporting violations to appropriate regulatory agencies.
  The financial manager will annually acknowledge and certify adherence tothis Financial Code of Ethics. The CFO will cause these certifications tobe made annually and will provide executed copies of this Financial Code ofEthics to the Audit Committee.   I, the undersigned, acknowledge and understand the Financial Code of Ethicsshown above and I will conduct the affairs of the Company in accordance withthis Financial Code of Ethics. Signature:                                                           Print Name:                                                         Title:                                                                   Date: