EXHIBIT 14

CODE OF BUSINESS CONDUCT AND ETHICS

PIEDMONT NATURAL GAS COMPANY

[PIEDMONT NATURAL GAS LOGO]

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

TABLE OF CONTENTS

President and CEO's Message ............................................................................. 1
Introduction............................................................................................. 2
Where to Get More Information; Who Handles Complaints.................................................... 4
We Obey the Law.......................................................................................... 6
We Compete Fairly, Honestly and Ethically................................................................ 7
We Deal Fairly, Honestly and Ethically with Governments.................................................. 9
We Are Loyal to PNY Shareholders and Customers........................................................... 11
We Are Fair, Honest, and Ethical in Our Dealings with Each Other......................................... 13
We Care About Our Reputation with the Public............................................................. 15
We Care About the Environment and Safety and Health of Our Employees..................................... 15
Conflict of Interest Policy.............................................................................. 16
Company Records and Records Management................................................................... 19
Confidential Information................................................................................. 20
Protection and Use of Company Assets..................................................................... 21
Copyright Protection..................................................................................... 22
Special Provisions Relating to the Company's Senior Financial Officers................................... 23
Duty to Report and Consequences.......................................................................... 25

PRESIDENT AND CEO'S MESSAGE

Dear Colleague:

Piedmont Natural Gas (PNY) is a recognized leader in the natural gas industry.
We are proud of our relationships and reputation with our customers, suppliers,
business partners, regulators, and the communities where we live and serve. We
are also proud of the benefits we have provided to our shareholders and other
investors who have placed their trust in us.

Customers count on us to provide outstanding service. Suppliers depend upon us
to stand by our promises. Our business partners make decisions based upon their
confidence in us. Regulators rely on us to provide outstanding service at fair
rates. The communities we serve expect us to be a responsible citizen. Investors
depend on us to provide them with a fair and adequate return.

Our reputation has been earned from our actions and behaviors being based on the
right decisions -- decisions that are not only wise from an economic point of
view but also from a legal, moral and ethical point of view. But it is not
enough to have made the right decisions in the past. We must continue to make
the right decisions in the future.

Our mission is to continue our role as a leader in the natural gas industry, and
to do so with honesty, morality and integrity. It is not always the easiest way,
but for us it is the only way. In that connection, every one of us should deal
fairly with the Company's customers, competitors and employees. We should not
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practice.

Thank you for your contribution to our Company.

Thomas E. Skains
President and CEO

PNY Ethics Hotline, 1-800-481-6946
August 2004

Introduction

PNY has always and continues to be committed to the highest degree of integrity
and honesty in the conduct of its business affairs. The Company's Board of
Directors has reaffirmed this policy by adopting this Code of Business Conduct
and Ethics ("the Code") which applies to all Company employees. The Code
identifies and explains the Company's expectations of legal and ethical conduct
on the part of its employees, officers, and directors. This policy of PNY to
conduct its business activities and transactions with honesty and integrity is
in accordance with moral, ethical and legal standards of the areas we serve. If
you do not understand any portion of the Code, or if you believe that you or
someone else may be in violation of the Code, you should contact the Compliance
Officer who is the Senior Vice President, General Counsel and Chief Compliance
Officer of the Company.

PNY employees will be asked to certify compliance with this Code. Please
remember the following :

(1) This code cannot anticipate every possible situation or cover every
topic in detail. Ask for guidance in any area that may create questions
or concerns.

(2) Many of the topics in this code may be explained in greater detail in a
company policy. Copies of company policies are available from your
supervisor or the HR department.

(3) Reading this code is not a substitute for complying with specific
policies and procedures.

(4) The code is not intended to create, nor does it create, any contractual
rights related to employment.

The following summarizes PNY's expectations for its employees, officers, and
directors:

[ ] WE OBEY THE LAW. PNY respects and obeys all laws and regulations
applicable to its operations.

[ ] WE COMPETE FAIRLY, HONESTLY AND ETHICALLY. PNY does not engage in unfair
and/or illegal methods of competition.

[ ] WE DEAL FAIRLY, HONESTLY AND ETHICALLY WITH GOVERNMENTS. PNY honors its
contractual obligations with the governments with whom we do business.
Illegal payments to government officials are prohibited. Laws,
regulations and rules pertaining to gratuities to government employees
are obeyed. Contributions to political candidates and parties are made
in full compliance with applicable laws. PNY employees, officers, and
directors are free to engage in or refrain from political activity.

[ ] WE ARE LOYAL TO PNY SHAREHOLDERS AND CUSTOMERS. Neither PNY nor its
individual employees, officers, or directors behave in a way that is
contrary to the best interests of PNY shareholders or customers. This
includes avoiding actual or apparent conflicts of interest, refraining
from insider trading, and refusing to offer or accept bribes, kickbacks,
or gifts of substantial value. It also includes treating PNY customers
with courtesy and respect.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

[ ] WE ARE FAIR, HONEST AND ETHICAL IN OUR DEALINGS WITH EACH OTHER. PNY
promotes equal employment opportunity and a safe working environment,
and prohibits harassment, threats, dishonesty, and other inappropriate
behavior in the workplace. PNY also strictly prohibits retaliation
against anyone who makes a good-faith complaint under the Code.

[ ] WE CARE ABOUT OUR REPUTATION WITH THE PUBLIC. PNY employees, officers,
and directors are expected to conduct themselves at all times in a
manner that reflects well on PNY.

It is important that each PNY employee, officer, and director fully understands
and complies with the Code. This Code cannot anticipate every possible situation
or cover every topic in detail. Most of the topics covered in the Code are
explained in greater detail in a Company policy. It is your responsibility to
comply with the Code and behave in an ethical manner. Every employee, officer
and director will provide written certification that they have read and
understand the Code.

Your commitment to ethical behavior and this Code is essential in order for PNY
to maintain the highest degree of honesty and integrity in its business
activities.

THE CODE DOES NOT CREATE AN EXPRESS OR IMPLIED EMPLOYMENT CONTRACT AND IS NOT
INTENDED TO BE INTERPRETED AS A CONTRACT. TO THE CONTRARY, IT PRESENTS
GUIDELINES AND CONSTITUTES A STATEMENT OF PRINCIPLES TO WHICH ALL OF US ARE HELD
ACCOUNTABLE.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

WHERE TO GET MORE INFORMATION; WHO HANDLES COMPLAINTS

THE COMPLIANCE TEAM consists of PNY's Senior Vice President, General Counsel and
Chief Compliance Officer, Senior Vice President - Utility Operations, Vice
President - Human Resources, Vice President - Governmental Relations and
Director - Internal Auditing. The Compliance Team is responsible for
establishing and modifying policies under the Code, communicating the Code to
employees and other interested parties, and answering questions and addressing
complaints that arise under the Code. Outside legal counsel may also be
requested to provide assistance as needed from time to time.

THE COMPLIANCE OFFICER is the Senior Vice President, General Counsel and Chief
Compliance Officer. If you have any issue relating to the Code, you should first
contact the Compliance Officer, at 1-800-752-7508, extension 4252. This includes
the following circumstances:

[ ] When you have a question about the Code or any specific provision in it;

[ ] When you have a question as to whether you are in compliance with the
Code;

[ ] When you need to report a relationship that could arguably violate the
Code;

[ ] When you are trying to decide on a course of action and it appears that
one or more alternatives may implicate the Code; or

[ ] When you believe that someone else may be in violation of the Code.

IF YOU ARE UNCOMFORTABLE TALKING WITH THE COMPLIANCE OFFICER OR YOU WISH TO
REMAIN ANONYMOUS, YOU MAY CALL THE ETHICS HOTLINE AT 1-800-481-6946 (the "Ethics
Hotline") The Ethics Hotline is a reporting system through which employees can
(1) anonymously and confidentially report suspected unethical and criminal
conduct, or (2) ask questions to resolve ethical dilemmas within the
organization without fear of retribution. The Ethics Hotline is available toll
free at any time. The Ethics Hotline is staffed by an independent third party
that PNY has retained to accept employee calls. When you call the Hotline, you
can give your name or remain anonymous and expect to: (1) have information
gathered in response to your questions or concerns; (2) be assigned a unique
case number;(3) have an investigation conducted about the suspected violation;
and (4) have the opportunity to call back to find out the status or outcome of
the investigation.

WHAT WILL HAPPEN WHEN YOU RAISE AN ISSUE PERTAINING TO THE CODE? The Compliance
Officer will take appropriate action under the circumstances.

WHAT IF I DISAGREE WITH THE MANNER IN WHICH THE COMPLIANCE OFFICER PROPOSES TO
DEAL WITH THE MATTER? If you do not agree with the manner in which the
Compliance Officer proposes to deal with the matter, you can request the
Compliance Team review the matter. Any other employee who is seriously affected
by the Compliance Officer's decision may also request a review. In considering
your request, the Compliance Team may decide to review or reinvestigate the
matter or they may let the existing recommendations and process stand. If the
Compliance Team does not review the matter, the recommendations of the
Compliance Officer should be implemented. If the Compliance Team does perform a
review, its decisions are final and not appealable.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004
4

NO RETALIATION. NO ACTION WILL BE TAKEN AGAINST YOU FOR ASKING IN GOOD FAITH
ABOUT THE CODE, ABOUT ACTIVITIES THAT YOU ARE CONSIDERING ENGAGING IN, OR FOR
REPORTING IN GOOD FAITH A PERCEIVED VIOLATION OF THE CODE - EVEN IF IT TURNS OUT
THAT THERE WAS IN FACT NO VIOLATION. The Compliance Officer is responsible for
enforcing the non-retaliation provisions of the Code.

EMPLOYEES ARE REQUIRED TO COMPLY WITH THE DIRECTIVES OF THE COMPLIANCE OFFICER
(OR IF REVIEW IS SOUGHT, THE COMPLIANCE TEAM) ONCE GIVEN. FAILURE TO FOLLOW SUCH
DIRECTIVES MAY RESULT IN DISCIPLINARY ACTION, UP TO AND INCLUDING TERMINATION OF
EMPLOYMENT WITH THE COMPANY AND POSSIBLE CRIMINAL PROSECUTION UNDER THE LAW.

PNY also reserves the right to take action against anyone who reports alleged
violations of the Code where there is reason to believe that the complaint was
made maliciously or not in good faith - for example, where a reporting employee
knew that the complaint was false. Such actions may include disciplinary action,
up through and including discharge.

All PNY employees have a responsibility to understand and follow this code and
live our values in all their business dealings. All employees must :

(1) Obey the law, this code and related company policies;

(2) Seek guidance before taking action when unclear about a situation;

(3) Report any suspected violations of this code; and

(4) Call the Ethics Hotline if you are uncomfortable talking with an
employee contact. The Ethics Hotline phone number is available at all
times at 1-800-481-6946.

ANYONE WHO IS FOUND TO HAVE VIOLATED THE CODE WILL BE SUBJECT TO DISCIPLINARY
ACTION, UP THROUGH AND INCLUDING DISCHARGE, DEPENDING ON THE CIRCUMSTANCES.
MEMBERS OF MANAGEMENT, OFFICERS, AND DIRECTORS WILL BE HELD TO THE HIGHEST
STANDARD OF ETHICS, HONESTY, AND FAIRNESS, AND THUS MAY BE SUBJECT TO MORE
STRINGENT SANCTIONS FOR VIOLATIONS.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004
5

WE OBEY THE LAW

PNY respects and obeys all laws and regulations applicable to its operations.

Employees, officers, and directors are expected to obey all laws applicable to
their business dealings, including but not limited to the following:

[ ] Antitrust;

[ ] Trade practices;

[ ] Trade secrets and confidential information;

[ ] Employment and labor, including anti-discrimination and harassment; and

[ ] Intellectual property, including copyright:

[ ] Criminal.

If you have a question as to whether your conduct complies with applicable law,
please contact the Compliance Officer or call the Ethics Hotline.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004
6

WE COMPETE FAIRLY, HONESTLY AND ETHICALLY

PNY does not engage in unfair or illegal methods of competition.

The following are examples of activities that PNY considers unfair, dishonest,
or unethical in violation of the Code:

[ ] Discussing prices, terms and conditions, costs, marketing or production
plans, customers, or any other confidential or proprietary information
with a competitor of PNY or others unless they have a need to know that
would further PNY's business interests. Contacts with competitors should
be kept to a minimum and when necessary or appropriate, they must be
handled carefully. Membership in trade groups is permissible but it is
the most likely opportunity for contact with competitors. Employees
must, therefore, be especially careful not to disclose information
regarding customer lists, pricing, product plans, market surveys and the
like. Even the exchange of benchmarking information can be troublesome
and should be carefully considered. If a competitor in conversation
raises any of these issues, you should inform the competitor that you
will not discuss these issues and then excuse yourself from the
conversation.

[ ] Making claims that are inflated, exaggerated, reckless, or careless to
customers or prospects about PNY's products, services or prices.

[ ] Making disparaging comments to customers or prospects about a
competitor's products, services or prices that you know to be false, or
without being careful as to whether the comments are true or false.

Gifts, Gratuities and Entertainment:

Business courtesies are designed to build goodwill and sound working
relationships among business partners, but not to gain any special advantage in
the relationship.

Offering Gifts, Gratuities and Entertainment

Employees may not offer personal favors or gifts that could be perceived as an
attempt to improperly influence the decisions of existing or potential customers
or suppliers.

Occasional giving and receiving of modest gifts, services or entertainment is a
common and respectable practice of promoting goodwill and building and
maintaining legitimate business relationships. It is inappropriate to accept
meals, refreshments, gifts or entertainment on a regular basis.

Acceptable forms of entertainment, both giving and receiving, include infrequent
moderate hospitality such as meals, charity events, sporting events, golf
outings, holiday gatherings, or other celebrations, plays, concerts, or other
cultural events.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

All gifts, gratuities, and entertainment which are offered and are valued above
$250 must be reported to the employee's supervisor who is responsible for
communicating with the appropriate Company Department Head.

It is noted that the Company may sponsor hospitality at events (such as the
Wachovia Championship, U.S. Open, Carolina Panthers, Tennessee Titans, Charlotte
Bobcats) as part of the Company's responsibility to be a good corporate citizen
and may use such events to build business relationships with key customers and
stakeholders.

Receiving Gifts, Gratuities and Entertainment

Employees may not receive personal favors or gifts that could be perceived as an
attempt to improperly influence the decisions of existing or potential customers
or suppliers.

Compliance Process

Each employee will annually certify and verify that full compliance with this
policy has been met.

In addition to the annual employee certification of compliance, all officers
will be required to provide a certification of compliance each quarter.

"Raiding" a competitor's employees or "sabotaging" a competitor's products.

Learning about a competitor's products, services or customers through illegal
"spying" or other industrial espionage.

Misappropriation of a competitor's trade secrets or other confidential or
proprietary information.

Misappropriation of software without proper purchase or licensing:

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

[ ] Illegal copying in any form of copyrighted documents, including
magazines, trade publications and newspapers.

[ ] Refusing to deal with or purchase goods and services from others simply
because they are competitors in other respects.

[ ] Initiating or encouraging boycotts of specific products or services or
arbitrarily refusing to deal with designated customers or suppliers.

[ ] Requiring others to buy from us before we will deal with them.

[ ] Requiring customers to take a product or service they don't want just to
get one they do want.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

WE DEAL FAIRLY, HONESTLY, AND ETHICALLY WITH GOVERNMENTS

PNY honors its contractual obligations with the governments with which we do
business. We do not make illegal payments to government officials. We respect
and obey the laws, regulations and rules pertaining to gratuities to government
employees. PNY makes contributions to political candidates and parties in full
compliance with applicable laws. PNY employees, officers, and directors are free
to engage in or refrain from political activity consistent with the dictates of
their consciences.

IN THE EVENT THAT YOU RECEIVE ANY TYPE OF INQUIRY OUTSIDE THE NORMAL COURSE OF
BUSINESS FROM A GOVERNMENT OFFICIAL, YOU SHOULD IMMEDIATELY REFER THE INQUIRY TO
THE SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CHIEF COMPLIANCE OFFICER. YOU
SHOULD NOT ATTEMPT TO ANSWER QUESTIONS, OR PROVIDE STATEMENTS, DOCUMENTS, OR
OTHER EVIDENCE WITHOUT PRIOR CONSULTATION WITH THE SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND CHIEF COMPLIANCE OFFICER. FOR PURPOSES OF THIS POLICY,
"GOVERNMENT OFFICIAL" MEANS ANY INDIVIDUAL WHO WORKS FOR ANY FEDERAL, STATE,
LOCAL, OR FOREIGN GOVERNMENTAL ENTITY, INCLUDING EMPLOYEES OF REGULATORY
AGENCIES, ELECTED OFFICIALS, AND COURT PERSONNEL.

The following are examples of behavior that are considered to be in violation of
this policy:

[ ] Lying to or misleading a government official. Being careless about the
truth in your communication with a government official.

[ ] Destroying or not providing documents or other evidence requested by a
government official. Destroying or not providing documents or other
evidence that you believe will or might be within the scope of a request
by a government agency or official.

[ ] Offering money or gifts to a government official with the intention of
directly or indirectly influencing the outcome of an action (for
example, legislation, regulation, investigation, lawsuit) involving PNY,
any of its employees, officers, or directors, or any of its customers or
any other entity with whom PNY has a relationship.

[ ] Influencing a government official to violate applicable rules regarding
gratuities, or failing to honor such rules.

[ ] Contacting a governmental official (outside the normal course of
business) (unless authorized in connection with your job
responsibilities) without appropriate prior consultation with the Senior
Vice President, General Counsel and Chief Compliance Officer.

PNY contributes to political candidates or parties consistent with all
applicable laws. As an individual employee, officer, or director of PNY, you
have the right to make your own decision as to whether, to whom, and in what
amount, you wish to contribute to political candidates and causes. You are also
free to donate your personal time to political candidates and causes of your
choosing, provided such activity does not interfere with your work for PNY. IF
YOU CHOOSE TO PARTICIPATE IN PARTISAN POLITICAL ACTIVITIES ON YOUR OWN BEHALF
AND YOUR OWN TIME, YOU MUST NOT PURPORT TO SPEAK OR ACT FOR PNY.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004
10

REGULATORY AGENCIES.

We must comply with many types of regulatory requirements, depending on the
particular businesses within which we are engaged. Our natural gas distribution
business, in particular, is subject to the rules and regulations of multiple
state and federal regulatory agencies regarding rates, terms and conditions for
service, system integrity and safety. We are also subject to laws and
regulations pertaining to securities, environmental protection, fair business
practices, and equal employment opportunities.

For more information or answers to questions on the laws, rules and regulations
pertaining to or affecting our business and the way we perform our jobs, please
contact your supervisor or the Senior Vice President, General Counsel and Chief
Compliance Officer.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

WE ARE LOYAL TO PNY SHAREHOLDERS AND CUSTOMERS

Neither PNY nor its employees, officers or directors behave in a way that is
contrary to the best interests of PNY shareholders or customers. This includes
avoiding actual or apparent conflicts of interest, refraining from insider
trading and soliciting or accepting bribes, kickbacks, or gifts of substantial
value. It also includes treating customers with courtesy and respect.

Violations of this policy include the following:

[ ] Violation of the Conflict of Interest Policy (see Conflict of Interest
Policy below).

[ ] "Self-dealing" of any kind.

[ ] Soliciting or accepting money, gifts, or other value from anyone who is
seeking to establish or expand a vendor relationship with PNY. Accepting
gifts of nominal value, that are unsolicited or that are not given in
connection with a transaction, unless you are aware that the acceptance
violates the policy of the entity on whose behalf the value is being
given, does not violate this policy. Participation as a guest in
business/entertainment activities by suppliers or vendors should be
pre-approved by your supervisor.

[ ] Generating, creating, or contributing to internal reports (including but
not limited to financial reports) that contain false or misleading
information.

[ ] Rudeness or disrespect to a customer.

[ ] Using inside information to gain an advantage in securities trading.
Inappropriately disclosing inside information to others (see Insider
Trading below).

INSIDER TRADING. Federal law prohibits insider trading. Insider trading
generally refers to the buying or selling of a security by a person who is aware
of material, non-public information relating to the security. In addition,
insider trading prohibitions apply to any business entity about which
confidential information is acquired through employment with our Company.
Insider trading violations also include providing such information to others
("tipping") and securities trading by the person "tipped." Material information
is any positive or negative information that a reasonable investor would likely
consider important in arriving at a decision to buy or sell securities. In
short, any information that is likely to affect the market price of securities
is probably "material." Examples of information that will frequently be regarded
as material are:

[ ] projections of future earnings, losses or other earning guidance;

[ ] earnings information that is inconsistent with the consensus
expectations of the investment community;

[ ] financial results;

[ ] public offerings or private sales of debt or equity securities;

[ ] significant litigation or disputes with customers, suppliers or
contractors;

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

[ ] news of a pending or proposed merger, acquisition or tender offer;

[ ] news of a significant sale of assets or the disposition of a subsidiary;

[ ] changes in dividend policies, the declaration of a stock split or an
offering of additional securities;

[ ] changes in senior leadership management or control;

[ ] impending bankruptcy or the existence of severe liquidity problems;

[ ] the gain or loss of a significant customer or supplier; and

[ ] any other event requiring the filing of a report with the Securities and
Exchange Commission.

Three basic rules to follow:

1. Don't buy or sell securities while in possession of material, non-public
information.

2. Don't pass such information on to others who may buy or sell securities.

3. If such information has been publicly disclosed, allow sufficient time for
the information to be disseminated and absorbed by the marketplace before acting
on it or passing that information on to others

For more information on insider trading rules, contact the Vice President,
Corporate Counsel and Secretary.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

WE ARE FAIR, HONEST, AND ETHICAL IN OUR DEALINGS WITH EACH OTHER

PNY promotes equal employment opportunity and a safe working environment, and
prohibits harassment, threats, dishonesty, and other inappropriate behavior in
the workplace. PNY also strictly prohibits retaliation against any employee who
makes a good-faith complaint under the Code.

The following is a summary of the PNY policies that apply to relations between
employees.

ELECTRONIC USE. All computers, computer and communication systems, telephones,
facsimile machines and related services (such as access to the Internet and
voice mail) are provided as tools to allow each PNY employee, officer and
director to better perform required tasks and to support PNY's business goals
and objectives. All systems and equipment are and remain the sole property of
PNY. During normal business hours, these systems and equipment should be used
for the proper business activities of PNY. After normal business hours,
employees may use the systems and equipment in a reasonable manner for personal
use provided there is no incremental cost to PNY.

EQUAL EMPLOYMENT OPPORTUNITY. PNY provides equal employment opportunity in all
aspects of employment, including hiring, promotions, and terms and conditions of
employment. PNY promotes workplace diversity and is an affirmative action
employer. PNY prohibits retaliation against employees who complain of
discrimination.

HARASSMENT. PNY prohibits harassment based on race, sex, national origin, age,
religion, color, disability, sexual orientation, or any legally protected
characteristic. Harassment by electronic means (for example, inappropriate
e-mail) will also violate the Electronic Use policy summarized above. PNY
prohibits retaliation against employees who complain of harassment.

HEALTH, SAFETY, AND ENVIRONMENTAL PROTECTION. PNY Employees are responsible for
conducting PNY business in a way that protects the health and safety of PNY
employees and the environment. Employees should act in a manner that ensures
compliance with all applicable governmental and private health, safety and
environmental requirements, including contributing to an alcohol- and drug-free
workplace.

HONESTY. PNY prohibits theft; embezzlement; misappropriation of funds;
destruction of Company property through negligence, recklessness, or intentional
conduct; falsification of records; and similar offenses. Employees who become
aware of such conduct must report it immediately to the Compliance Officer. (See
"Company Records and Records Management" page 19.)

RECORD KEEPING. Integrity of internal records must be maintained at all times.
Employees may not use "off-the-books" recordkeeping, secret accounts, unrecorded
bank accounts, "slush" funds, falsified books, or any similar devices. Employees
who become aware of the existence of any such devices must report their
knowledge immediately to the Senior Vice President, General Counsel and Chief
Compliance Officer. The Code's non-retaliation provisions will apply in such
instances.

THREATENING BEHAVIOR AND VIOLENCE. PNY strictly prohibits any violent or
threatening behavior on PNY premises or (regardless of where it occurs) directed
toward any

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

employee, officer, director, customer, vendor, or any other individual with a
business relationship with PNY. Verified allegations of such behavior will
result in immediate termination.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

WE CARE ABOUT OUR REPUTATION WITH THE PUBLIC

PNY employees, officers, and directors are expected to conduct themselves at all
times in a manner that reflects well on PNY.

This applies to on premises and off-premises conduct, and during working and
non-working time. PNY reserves the right to take appropriate action against any
employee whose personal conduct could damage PNY's reputation with the public.

WE CARE ABOUT THE ENVIRONMENT AND
SAFETY AND HEALTH OF OUR EMPLOYEES

PNY is committed to protecting the environment, to providing a safe workplace
for its employees and insisting on safe work practices from its employees. In
this regard, PNY will comply with all federal, state and local laws pertaining
to the environment and the safety and health of its employees. It is the firm
and continuing policy of PNY to maintain aggressive promotion of safe practices
that help to prevent job-related accidents and injuries. Comprehensive,
continuous, preventive, and protective programs shall be developed, maintained
and communicated as appropriate throughout all activities and operations. It is,
however, each employee's responsibility to contribute every day to the
environmental quality and safety of his or her workplace.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

CONFLICT OF INTEREST POLICY

PNY employees, officers, and directors must avoid situations in which their
personal interests could actually or apparently conflict with those of PNY and
its shareholders. Any actual or potential conflict of interest must be reported
immediately to the Senior Vice President, General Counsel and Chief Compliance
Officer. VIOLATIONS OF THIS POLICY WILL NORMALLY RESULT IN DISCHARGE, ABSENT
COMPELLING EXTENUATING CIRCUMSTANCES.
WHAT IS A "CONFLICT OF INTEREST"?

A conflict of interest arises when your personal interests or activities appear
to or may influence your ability to act in the best interests of PNY. As an
employee, officer, or director, your primary professional obligation is to the
Company, its shareholders, and its customers. Thus, you should avoid any
activities or personal interests that could:

[ ] Adversely affect the independence and objectivity of your judgment;

[ ] Interfere with timely and effective performance of your duties; and

[ ] Discredit, embarrass, conflict with, or appear to conflict with PNY's
best interests.

HOW DO I KNOW WHETHER AN ACTIVITY OR PROPOSED ACTIVITY IS A CONFLICT OF
INTEREST?

Any potential conflict of interest should be reported to the Compliance Officer
who will address whether your activities or proposed activities create a
conflict of interest. The examples described below may help determine the types
of activities considered "conflicts."

CAN YOU GIVE ME SOME EXAMPLES OF ACTIVITIES THAT MIGHT CREATE A CONFLICT OF
INTEREST?

Some of the most common conflict of interests include the following if done by
you, a member of your family, or in some circumstances, even a friend or
acquaintance of yours:

[ ] Owning a significant interest in a business entity that competes with
PNY.

[ ] Owning a significant interest in a business entity that is a vendor or
customer to PNY (without prior approval of the PNY Board or management.)

[ ] Taking for yourself opportunities that are discovered through the use of
corporate property, information or position such as knowingly acquiring
or owning any real estate or other business interest that PNY is
interested in acquiring.

[ ] Engaging in outside employment or establishing and/or maintaining your
own business to the extent that doing so hinders performance of your
duties with PNY.

[ ] Performing work for a person or entity that has a business relationship
with PNY (without prior approval of the PNY Board or management) or for
a person or entity that competes with PNY.

[ ] Unauthorized use of PNY's name, time, influence, assets, funds,
materials, facilities, or employees for any outside person or entity;

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

[ ] Reporting to or supervising a PNY employee with whom you have a close
personal relationship (including but not limited to parent-child,
spouses, siblings, and dating and cohabiting relationships). If a close
personal relationship develops between two people who are in a reporting
relationship, the individuals should promptly disclose the close
relationship to the Compliance Officer. Actions will occur to eliminate
a reporting/supervising relationship between employees in a close
personal relationship.

[ ] Using "inside information" about PNY in connection with the purchase or
sale of any securities, or improperly disclosing inside information.
This applies not only to PNY securities, but also to securities of
companies with whom PNY has a business relationship, either actual or
prospective. (For example, it would also violate this policy for you to
buy stock in a business entity that PNY was considering acquiring.)

[ ] Engaging in any "short swing" trading or "short sales" (a
purchase-and-sale, or sale-and-purchase, of PNY securities within a
period of six months or less) or other speculation in PNY securities.

[ ] "Self-dealing" of any kind.

[ ] Accepting or taking loans from the business entity for your personal
needs or desires.

DO I HAVE ANY OBLIGATIONS ONCE I'VE DISCLOSED THE ACTUAL OR POTENTIAL CONFLICT?

If the Compliance Officer (or the Compliance Team if appealed) determines there
is NOT a conflict of interest, you may rely on that advice and go on with your
actual or proposed activity.

However, if the Compliance Officer (or the Compliance Team if an appeal has been
taken) determines THERE IS A CONFLICT of interest, the following options exist:

If the conflict is in connection with an actual, ongoing activity, you may:

[ ] Resign from your position with PNY and continue the activity, or

[ ] Immediately end the activity and remain in your position with PNY.

IN NO EVENT may you continue the activity and remain in your position with PNY.

If the conflict is in connection with a potential activity (in other words, an
activity that has not begun but that you or a family member are considering),
you may:

[ ] Resign from your position with PNY and continue to pursue the activity,
or

[ ] End your pursuit of the activity and remain in your position with PNY.

Again, IN NO EVENT may you continue the activity and remain in your position
with PNY.

WHAT IF I'M TOLD THAT AN ACTUAL OR POTENTIAL ACTIVITY IS A CONFLICT OF INTEREST,
AND I CONTINUE PURSUING THE CONFLICT AND CONTINUE IN MY POSITION WITH PNY?

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

Anyone who is found to have ignored the advice provided by the Compliance
Officer (or the Compliance Team if an appeal has been taken) regarding conflicts
of interest WILL BE DISCHARGED, absent compelling extenuating circumstances.

WHAT IF I FAIL TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST TO THE
COMPLIANCE OFFICER?

Anyone who fails to disclose actual or potential conflicts of interest WILL BE
DISCHARGED, absent compelling extenuating circumstances.

CAN THE ACTIVITY OF A MEMBER OF MY FAMILY CREATE AN ACTUAL OR POTENTIAL CONFLICT
OF INTEREST UNDER THIS POLICY?

Yes, particularly if your family member receives or uses inside information in
making transactions in securities, or holds an interest in a business that
competes with, or is a vendor or customer of PNY. These provisions against the
use of insider information apply even to people who are friends or acquaintances
of yours.

ARE ANY OF THE "CONFLICT OF INTEREST" ACTIVITIES ALSO ILLEGAL?

Yes, particularly the ones relating to insider trading and speculation.

WHAT IS "SELF-DEALING"?

Self-dealing is another form of conflict of interest, and is prohibited under
this policy. An extreme example would be a Purchasing Manager for a business
entity who owned a side business that sold products to PNY. Other forms of
self-dealing include kickbacks, reciprocity agreements (requiring PNY vendors to
purchase PNY products and services, or buying a customer's products and services
in exchange for the sale of PNY products and services), "under-the-table"
payments or gifts of more than nominal value. As with other violations of this
policy, ANYONE WHO IS FOUND TO HAVE ENGAGED IN SELF-DEALING WILL BE DISCHARGED,
ABSENT COMPELLING EXTENUATING CIRCUMSTANCES.

ALL EMPLOYEES, OFFICERS, AND DIRECTORS OF PNY WILL BE
REQUIRED TO ACKNOWLEDGE IN WRITING THAT THEY HAVE READ
AND UNDERSTAND THE FOREGOING CONFLICT OF INTEREST.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

COMPANY RECORDS AND RECORDS MANAGEMENT

All employees record or report important information in the course of their
work. Examples include expense reports, system maintenance and testing records,
time sheets, medical claim forms, reports to regulatory agencies, reports of
customer contacts and personnel reviews.

Employees are required to document and report all business and financial
transactions in accordance with the Company's internal control policies and
procedures. Creating misleading records, falsifying or improperly destroying
Company documents or records is prohibited.

Company Records. Record and report information honestly, completely and
accurately. The integrity of our Company financial and other reporting processes
is essential; shareholders, regulators, lending institutions and others depend
on the accuracy of our Company information.

Records Management. A key feature of our records management program involves the
retention and protection of confidential and vital information so that we will
have the ability to respond to internal and external inquiries in a timely
manner. Effective records management also means retaining only information that
is required and properly disposing of records and copies that no longer meet any
compliance or business requirements.

For more information, please see the Records Retention Manual or the Vice
President, Corporate Counsel & Secretary.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

CONFIDENTIAL INFORMATION

Our information and business data - and the security of that information and
data - is crucial to our success. We must safeguard confidential information
against improper disclosure, both inside and outside the Company. Company
information (or information that the Company maintains on behalf of its
customers, suppliers, agents or other representatives) that has not been
publicly disclosed should be treated as confidential. Such information, whether
verbal, written or stored on electronic media, includes non-public information
on products, services, methods, systems, internal reports, analyses, financial
data, business plans and marketing methods.

Your obligation to protect confidential information is in effect while you are
employed by the Company and after your employment ends. In addition, if you
received confidential information or trade secrets from a previous employer, you
have an obligation to avoid disclosing it to PNY or PNY personnel. By using or
revealing such information, you place the Company and yourself at legal risk.
You do have a right to use general skills and knowledge acquired with previous
employers in your job at PNY and to take general skills and knowledge with you
when your employment with the Company ends.

Customer Information. We must take great care in handling information that has
been entrusted to us by our customers. You are not to divulge, use or make
information about the Company's customers available to anyone outside the
Company unless the customer requests it, the customer's duly authorized
representative requests it, or it is provided according to clear regulatory or
legal requirements. If you have any doubts about whether you can release
customer information, contact your supervisor or the Senior Vice President,
General Counsel and Chief Compliance Officer before releasing the information.

Competitive Intelligence. It is a legitimate business goal for PNY to be the
leading competitor in its marketplace. All information pertinent to competition
will be obtained lawfully and we will not seek or accept any confidential or
competitive information through misrepresentation, coercion, illegal or improper
means.

Intellectual Property. Company trade secrets and other intellectual property
often result from a significant investment of Company resources. Such
intellectual property is an important Company asset that helps with our
competitive advantage in increasingly competitive business environments and,
therefore, must be protected. You should take measures to protect the Company's
intellectual property and to avoid infringing on the intellectual property
rights of others.

Some employees will be required to sign a Confidentiality and Fair Competition
Agreement as a part of their employment. The requirements with regards to
confidential information set forth above apply to all employees regardless of
whether they have been requested to sign such an agreement.

Piedmont Ethics Hotline, 1-800-481-6946
August 20040

PROTECTION AND USE OF PNY ASSETS

PNY assets, such as information, materials, supplies, time, intellectual
property, software, hardware, and facilities, among other property, are valuable
resources owned, licensed, or otherwise belonging to PNY. Safeguarding Company
assets is the responsibility of all directors, officers and employees. All PNY
assets should be used for legitimate business purposes. The personal use of PNY
assets without permission is prohibited.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

A copyright is a legal right that protects the copyright owner's original work
from, among other things, unauthorized use or copying.

You may not duplicate copyrighted material for use inside or outside PNY without
the copyright owner's prior authorization or the opinion of legal counsel that
copying is allowed under the circumstances. Certain duplication of copyrighted
material, in limited amounts, can constitute "fair use" of the material and may
be duplicated without prior authorization. However, please contact the Vice
President, Corporate Counsel and Secretary for prior approval.

Examples of violations include unauthorized photocopying and e-mail
distribution, and copying, distributing or storing copyright-protected files or
programs from the Internet or other electronic database services without the
copyright owner's authorization.

Computer Software. PNY regularly license computer software from a variety of
outside companies. PNY does not own this software or its related documentation
and do not have the right to reproduce it unless authorized by the owner of the
software. Your responsibilities in this area are to:

[ ] use licensed software, including "off-the-shelf " software, strictly in
accordance with the terms of the underlying license agreement;

[ ] not copy the software or documentation for personal or home use or on
more than one PC or local area network unless expressly authorized by
the terms of the underlying license agreement and by your supervisor;
and

[ ] review with your supervisor, the Vice President - Information Services
or the Compliance Officer the rights available under the license
agreement and how to obtain authorization to make multiple copies of
software for business use.

For any copying guidelines, contact your supervisor or the Vice President,
Corporate Counsel and Secretary.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

SPECIAL PROVISIONS RELATING TO THE COMPANY'S PRINCIPAL EXECUTIVE
OFFICER AND SENIOR FINANCIAL OFFICERS

The Sarbanes-Oxley Act of 2002 and/or the rules and regulations of the
Securities and Exchange Commission issued pursuant there to require the Company
to disclose in its annual report whether it has adopted a code of ethics for its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions (the "Designated
Officers"). For purposes of this requirement, the code of ethics means a
codification of standards that is reasonably designed to deter wrongdoing and to
promote:

(a) honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;

(b) full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission and in other public
communications made by the Company;

(d) the prompt internal reporting to an appropriate person or persons
identified in the Code of violations of the Code; and

(e) accountability for adherence to the Code.

The Code, including, but not limited to, those provisions relating to honest and
ethical conduct, avoidance of conflicts of interest, maintenance of the
Company's books and records, compliance with applicable governmental laws, rules
and regulations, apply to the Designated Officers. In addition, the following
requirements apply to the Designated Officers:

[ ] Each Designated Officer shall at all times engage in honest and ethical
conduct;

[ ] Each Designated Officer shall avoid any actual or apparent conflicts of
interest between his or her personal and professional relationships and
any material transaction or relationship that reasonably could be
expected to give rise to such a conflict, and shall report any such
relationships or transactions to the Chairman of the Audit Committee
immediately upon the existence of any such relationship or transaction;

[ ] Each Designated Officer shall be responsible for the full, fair,
accurate, timely, and understandable disclosure in reports and documents
that a Company files with, or submits to, the Securities and Exchange
Commission and in other public communications made by the Company;

[ ] Any Designated Officer who has any question as to whether any
transaction or relationship could reasonably be expected to give rise to
a conflict of interest should seek the advice of the Chairman of the
Audit Committee;

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

[ ] Each Designated Officer shall comply with applicable governmental laws,
rules and regulations;

[ ] Each Designated Officer shall promptly report any violations of the
Code, including these special provisions, to the Compliance Officer or,
if the violation is by a Designated Officer, to the Chairman of the
Audit Committee.

[ ] Waivers of any provision of the Code, including any of these special
provisions, for a Designated Officer or a director may be granted only
by the majority of the Company's Independent Directors (as defined in
the Company's Corporate Governance Guidelines).

Any Designated Officer who is found to have violated any provision of the Code,
including any of the provisions set forth above in this section, shall, at the
discretion of the majority of the Company's Independent Directors, be subject to
disciplinary action, up through and including discharge, depending on the
circumstances

Notice of any change in the Code that applies to the Designated Officers and any
grant of a waiver of a Code provision for a Designated Officer shall be reported
in accordance with the applicable requirements of the Securities and Exchange
Commission.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004

DUTY TO REPORT AND CONSEQUENCES

EVERY PNY DIRECTOR, OFFICER AND EMPLOYEE HAS A DUTY TO ADHERE TO THIS CODE OF
BUSINESS CONDUCT AND ETHICS AND ALL EXISTING PNY POLICIES AND TO REPORT TO THE
COMPLIANCE OFFICER ANY SUSPECTED VIOLATIONS IN ACCORDANCE WITH APPLICABLE
PROCEDURES. PNY EMPLOYEES SHALL REPORT SUSPECTED VIOLATIONS OF PNY POLICIES BY
FOLLOWING THE REPORTING PROCEDURES FOR THAT SPECIFIC POLICY. ALL OTHER SUSPECTED
VIOLATIONS OF THE CODE MUST BE REPORTED TO THAT PERSON OR TELEPHONE NUMBER
SPECIFIED IN THE CODE, OR IF NO SPECIFIC REPORTING PROCEDURES ARE STATED, TO THE
COMPLIANCE OFFICER. PNY WILL INVESTIGATE ANY MATTER SO REPORTED AND MAY TAKE
APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION, UP TO AND INCLUDING TERMINATION.
PNY FORBIDS RETALIATION AGAINST ANY EMPLOYEES WHO REPORT VIOLATIONS OF THIS CODE
IN GOOD FAITH.

Piedmont Ethics Hotline, 1-800-481-6946
August 2004