**Exhibit 14.2**

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**NEIMAN MARCUS GROUP CODE OF ETHICSFOR FINANCIAL PROFESSIONALS**

 

The Neiman Marcus Group (“NMG”)encourages professional conduct in the practice of its financial managementcompanywide.  Employees of the financeorganization hold an important and elevated role in corporate governance inthat they are uniquely capable and empowered to ensure that all stakeholders’interests are appropriately balanced, protected and preserved.  This Code of Ethics is intended tosupplement the NMG Code of Ethics and Conduct and provides specific financialprinciples to which NMG financial associates are expected to adhere andadvocate in addition to the principles detailed in the NMG Code of Ethics andConduct.  NMG expects all of itsfinancial associates to act in accordance with the highest standards ofpersonal and professional integrity in all aspects of their activities, tocomply with all applicable laws, rules and regulations, to deter wrongdoing andabide by the NMG Code of Ethics and Conduct and other policies and proceduresadopted by NMG that govern the conduct of its associates.  The Code of Ethics for FinancialProfessionals applies to the NMG Chief Executive Officer and Chief FinancialOfficer, Financial and Accounting Officers at all NMG divisions andsubsidiaries, and all professionals serving in a finance, accounting, treasury,tax or investor relations role throughout the NMG organization.

 

All financial associates of TheNeiman Marcus Group will:

 

(a)   Act with honesty andintegrity, including the ethical handling of actual or apparent conflicts ofinterest between personal and professional relationships.

 

(b)   Avoid conflicts of interestand promptly report any possible violation of this Code of Ethics to theCompliance Committee or any of the parties or channels listed in the NeimanMarcus Group Code of Ethics and Conduct.

 

(c)   Respect the confidentialityof information acquired in the course of one’s work except when authorized orotherwise legally obligated to disclose.

 

(d)   Provide stakeholders withinformation that is accurate, complete, objective, relevant, timely andunderstandable.

 

(e)   Comply with applicablegovernmental laws, rules and regulations, as well as the rules and regulationsof self-regulatory organizations of which NMG and its subsidiaries are amember.  Compliance includes, but is notlimited to, rules and regulations set forth by the Securities and ExchangeCommission (SEC), the New York Stock Exchange (NYSE), and adherence withGenerally Accepted Accounting Principles (GAAP).

 

(f)    Act responsibly in goodfaith, with due care, competence and diligence, without misrepresentingmaterial facts or allowing one’s independent judgment to be subordinated.

 

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(g)   Not use confidentialinformation acquired in the course of one’s work for personal advantage.  This includes not taking for yourself anyopportunity for financial gain that you find out about because of your positionwithin the company or through the use of company property or information.

 

(h)   Not falsify or distort thetrue nature of any transaction, always recording and classifying transactionsin the proper accounting period, and supporting transactions with accuratedocumentation.

 

(i)    Support, with appropriatedocumentation, any estimates and accruals that are necessary in company reportsand records, based on good faith judgment.

 

(j)    Achieve responsible use ofand control over all assets and resources employed or entrusted.

 

You are specifically prohibitedfrom directly or indirectly taking any action to influence, coerce, manipulateor mislead NMG’s independent public auditors as they render their opinionregarding the fairness of the financial statements of NMG or its subsidiaries.

 

You understand that you will beheld accountable for your adherence to this Code of Ethics for FinancialProfessionals.  Your failure to observethe terms of this Code may result in disciplinary action, up to and includingtermination of employment.  Violationsof this Code of Ethics for Financial Professionals may also constituteviolations of law and may result in civil and criminal penalties for you, yoursupervisors and/or NMG.

 

If you have any questionsregarding the best course of action in a particular situation, you shouldpromptly contact the Company’s General Counsel, who is Chairman of theCompliance Committee.  You may choose toremain anonymous in reporting any possible violation of this Code of Ethics.For Financial Professionals

 

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