**Exhibit 14.2**

 

**NEIMAN MARCUS GROUP CODE OF ETHICS**

**FOR FINANCIAL PROFESSIONALS**

 

TheNeiman Marcus Group (“NMG”) encourages professional conduct in the practice ofits financial management companywide.  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 Codeof Ethics is intended to supplement the NMG Code of Ethics and Conduct andprovides specific financial principles to which NMG financial associates areexpected to adhere and advocate in addition to the principles detailed in theNMG Code of Ethics and Conduct.  NMG expects all of its financialassociates to act in accordance with the highest standards of personal andprofessional integrity in all aspects of their activities, to comply with allapplicable laws, rules and regulations, to deter wrongdoing and abide bythe NMG Code of Ethics and Conduct and other policies and procedures adopted byNMG that govern the conduct of its associates.  The Code of Ethics forFinancial Professionals applies to the NMG Chief Executive Officer and ChiefFinancial Officer, 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.

 

Allfinancial associates of The Neiman Marcus Group will:

 

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

 

(b)   Avoid conflicts of interest andpromptly report any possible violation of this Code of Ethics to the ComplianceCommittee or any of the parties or channels listed in the Neiman Marcus GroupCode of Ethics and Conduct.

 

(c)   Respect the confidentiality ofinformation 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 applicable governmentallaws, rules and regulations, as well as the rules and regulations ofself-regulatory organizations of which NMG and its subsidiaries are amember.  Compliance includes, but is not limited to, rules andregulations set forth by the Securities and Exchange Commission (SEC), the NewYork Stock Exchange (NYSE), and adherence with Generally Accepted AccountingPrinciples (GAAP).

 

(f)    Act responsibly in good faith,with due care, competence and diligence, without misrepresenting material factsor allowing one’s independent judgment to be subordinated.

 

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(g)   Not use confidential informationacquired in the course of one’s work for personal advantage.  Thisincludes not taking for yourself any opportunity for financial gain that youfind out about because of your position within the company or through the useof company property or information.

 

(h)   Not falsify or distort the truenature of any transaction, always recording and classifying transactions in theproper 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 of andcontrol over all assets and resources employed or entrusted.

 

Youare specifically prohibited from directly or indirectly taking any action toinfluence, coerce, manipulate or mislead NMG’s independent public auditors asthey render their opinion regarding the fairness of the financial statements ofNMG or its subsidiaries.

 

Youunderstand that you will be held accountable for your adherence to this Code ofEthics for Financial Professionals.  Your failure to observe the terms ofthis Code may result in disciplinary action, up to and including termination ofemployment.  Violations of this Code of Ethics for Financial Professionalsmay also constitute violations of law and may result in civil and criminalpenalties for you, your supervisors and/or NMG.

 

Ifyou have any questions regarding the best course of action in a particularsituation, you should promptly contact the Company’s General Counsel, who isChairman of the Compliance Committee.  You may choose to remain anonymousin reporting any possible violation of this Code of Ethics.

 

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