EXHIBIT 14.1

           R. G. BARRY CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS

         A fundamental goal of R. G. Barry Corporation and its subsidiaries ("R.
G. Barry" or the "Company") is to implement our core values in a manner that
leads to the long-term success of the Company and its shareholders and
employees. At R. G. Barry, we strive to achieve the highest business and
personal ethical standards as well as compliance with all applicable
governmental laws, rules and regulations. This Code of Business Conduct and
Ethics (the "Code") is intended as an overview of the Company's guiding
principles and not as a restatement of Company policies and procedures.

         This Code cannot and is not intended to cover every applicable law or
provide answers to all questions that might arise; for that we must ultimately
rely on each person's good sense of what is right, including a sense of when it
is proper to seek guidance from others on the appropriate course of conduct.
Because our business depends upon the reputation of the Company and its
directors, officers and employees for integrity and principled business conduct,
in many instances this Code goes beyond the requirements of the law.

         Employees should refer to the confidential policies contained in the R.
G. Barry Associate Handbook (hereinafter, the "Associate Handbook") and
Associate Policies for a description of the employment policies applicable to
them. This Code is a statement of goals and expectations for individual and
business conduct. It is not intended to and does not in any way constitute an
employment contract or assurance of continued employment, and does not create
any rights in any employee, customer, supplier, vendor, competitor, shareholder
or any other person or entity to bring any legal claim or lawsuit against the
Company in any court or governmental agency. An employee of the Company, unless
he or she is a party to an express, written contract to the contrary, is an
employee at-will. The employee may terminate employment as he or she chooses and
the Company may terminate that employment, or take such other lesser action, as
it finds to be in the best interest of the Company.

         It is the obligation of each and every director, officer and employee
of the Company to become familiar with the goals and policies of the Company and
integrate them into every aspect of our business. The Company will periodically
send this Code to the Company's management to ensure familiarity with this Code.
Our ethics are ultimately determined by all of us as we do our daily jobs. Our
standard has been, and will continue to be, that of the highest ethical conduct.

CONFLICTS OF INTEREST

         Directors, officers and employees of the Company must act honestly and
ethically and have a duty of loyalty to the Company, and must therefore avoid
any actual or apparent conflict of interest between personal and professional
relationships. A conflict situation can arise when an employee, officer or
director takes actions or has interests that may make it difficult to perform
his or her work objectively and effectively. Conflicts of interest also may
arise when an employee, officer or director, or a member of his or her family,
receives improper personal benefits as a result of his or her position in the
Company.

         The following rules apply:

    -    Directors, officers and employees ("Insiders") may not use their
         position with the Company, or knowledge gained from their position with
         the Company, in a manner that conflicts with the interests of the
         Company. Insiders should avoid any direct or indirect financial or
         other interest in any transaction between the Company and a third party
         if the Insider's interests would conflict (or might reasonably appear
         to conflict) with the interests of the Company.

    -    If the Company is engaged or proposes to engage in a business
         transaction or enter into a business relationship with a third party
         with whom an Insider (or one of his/her relatives) is affiliated or in



         which the Insider has (or the relative has) an interest, the interest
         should be disclosed immediately by the Insider as provided below.

    -    The Company's conflict of interest policy is intended to prohibit
         rebates, commissions, kickbacks, profit-sharing arrangements and
         compensation in any form to Insiders of the Company from a third party
         in connection with the third party's dealings or proposed dealings with
         the Company.

    -    Insiders should never place themselves under actual or apparent
         obligation to a third party which deals or proposes to deal with the
         Company by accepting (or permitting a relative to accept) from the
         third party such things as gifts, benefits, gratuities or unusual
         hospitality for the purpose of (or which might have the effect of)
         improperly influencing the Insider's judgment in the performance of
         Company duties and responsibilities. This policy does not include the
         receipt of insignificant gifts or other benefits, or the value of
         reasonable and reciprocal entertainment, which is consistent with local
         and social business custom.

         It is the Company's policy to prohibit the extension or maintenance of
credit, either directly or indirectly, or arrange for the extension of credit or
renewing an extension of credit in the form of a personal loan to or for any
director or executive officer (or person performing similar functions) of the
Company provided however, the Board of Directors may provide for limited
exceptions to this prohibition in accordance with the Sarbanes-Oxley Act of
2002.

         If a "conflict of interest" situation arises, employees must
immediately report the circumstances to their management supervisor and local
facilities management. The Chief Executive Officer (CEO) and members of the
Board of Directors must report any such circumstances to the Nominating and
Governance Committee of the Board of Directors (the "Governance Committee").

CORPORATE OPPORTUNITIES

         No director, officer or employee may: (a) take for himself or herself
personally opportunities that are discovered through the use of Company
property, information or position; (b) use Company property, information or
position for personal gain; or (c) compete with the Company. Directors, officers
and employees owe a duty to the Company to advance its legitimate interests when
the opportunity to do so arises.

USE OF INSIDE INFORMATION

         It is the Company's goal to protect shareholder investments through
strict enforcement of the prohibition against insider trading set forth in
federal securities laws and regulations. No director, officer or employee may
buy or sell shares of the Company at a time when in possession of "material
non-public information." (There is, however, an exception for trades made
pursuant to certain pre-existing trading plans established in compliance with
applicable law.) Passing such information to someone who may buy or sell shares
is also prohibited. The prohibition on insider trading applies to the Company's
shares and to securities of other companies if the director, officer or employee
learns of material non-public information about those other companies in the
course of his or her duties for the Company. This prohibition also extends to
certain non-employees who may learn about the "material non-public information"
about the Company such as spouses, relatives, and close friends of directors,
officers or employees. Insider trading is both unethical and illegal and will be
dealt with firmly. See the R. G. Barry Corporation Policy Regarding Trading in
R. G. Barry Stock and Associate Policy # G-10 for a more detailed description of
the Company's policy prohibiting insider trading.

CORPORATE COMMUNICATIONS

         The Company is committed, consistent with legal and regulatory
requirements, to maintaining an active and open dialogue with its shareholders
and potential investors. No person other than persons authorized by the CEO or
Chief Financial Officer (CFO) are authorized to speak on behalf of the Company
to securities analysts, broker-dealers, shareholders or the press.



FAIR DEALING

         Each director, officer and employee shall endeavor to deal fairly and
in good faith with Company customers, shareholders, suppliers, regulators,
business partners, competitors and others. No director, officer or employee
shall take unfair advantage of any such person or entity through manipulation,
concealment of information required to be disclosed, abuse of privileged or
confidential information, misrepresentation, fraudulent behavior or any other
unfair dealing practice, provided that these principles do not create any rights
in any employee, customer, supplier, vendor, competitor, shareholder or any
other person or entity to bring any legal claim or lawsuit against the Company
in any court or governmental agency.

CONFIDENTIALITY

         All directors, officers and employees should maintain the
confidentiality of information entrusted to them by the Company, its business
partners, suppliers, customers or others related to the Company's business. Such
information must not be disclosed to others, except when disclosure is
authorized by the Company or legally mandated. Confidential information includes
all non-public information that might be of use to competitors or harmful to the
Company, or its customers, if disclosed. For a more detailed description of the
Company's Policy on Confidentiality see Associate Policy # G-2 and the Associate
Handbook (Guidelines 3 and 6).

ACCOUNTING PRACTICES

         It is the policy of the Company to fully and fairly disclose the
financial condition of the Company in compliance with applicable accounting
principles, laws, rules and regulations. All books and records of the Company
shall be kept in such a way as to fully and fairly reflect all Company
transactions. Furthermore, the CEO and the CFO shall prepare or oversee the
preparation of full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to, the SEC and in
the Company's other public communications.

RECORDS RETENTION

         Directors, officers and employees are expected to become familiar with
the Company's policies regarding records retention applicable to them and to
strictly adhere to those procedures as outlined in the policies.

COMPLIANCE WITH LAWS, RULES, REGULATIONS

         The Company takes a proactive stance on compliance with all applicable
laws, rules, and regulations, including, as mentioned above, insider trading
laws. In addition, the Company requires that its officers and employees comply
with the following workplace policies and applicable laws and regulations:

ANTITRUST LAWS

         The antitrust laws are a collection of federal and state laws the
purpose of which is to protect and promote competition. Certain types of
anticompetitive conduct are always prohibited, such as bid-rigging and
agreements among competitors to allocate customers, otherwise divide markets or
to fix prices or terms of sale. Other types of conduct will constitute a
violation if the conduct harms competition more than it enhances competition.
Because the consequences of violating the antitrust laws can be very serious for
the persons involved and the Company and because such laws are complex, legal
counsel from the Company should always be consulted prior to committing the
Company to any activity about which there may be a questions as to the
competitive impact.



EQUAL EMPLOYMENT OPPORTUNITY

         The Company's people are a key source of our competitive edge. The
Company strongly supports and recognizes its responsibility to provide equal
employment opportunities to all qualified individuals. The Company places a high
value on diversity. The Company strongly believes that all people are unique and
valuable and should be respected for their individual abilities.

         In support of these principles the Company has established a corporate
policy recognizing its obligations regarding discrimination or harassment on the
basis of race, gender, age, color, religion, disability status, Veteran status,
sexual orientation, marital status, or ethnic, national origin, or any other
characteristic, all as defined and protected by applicable law. The policy
applies to all personnel relationships including, but not limited to:
promotions, transfers, job assignments, job stations, hours of work, rates of
pay, working conditions, terminations, and all terms and conditions of
employment.

         All officers and employees are expected to adhere to applicable laws,
regulations and Company policies relating to equal employment opportunity and
nondiscrimination.

HARASSMENT FREE WORKPLACE

         The Company maintains a strict Harassment Free Workplace policy. The
Company requires that all officers and employees treat each other, customers,
suppliers and all other persons encountered in the course of business
consistently with the requirements of applicable laws defining and prohibiting
illegal harassment. To review the applicable policies and for specific employee
reporting procedures, employees should refer to the Company's policy regarding
Harassment in the Associate Handbook.

THREATS AND VIOLENCE

         The Company strives to maintain a work environment that is free from
intimidation, threats or violent acts. To review the applicable policies and for
specific employee reporting procedures, employees should refer to the Company's
policy regarding Harassment in the Associate Handbook which recognizes the
requirements of applicable laws defining and prohibiting illegal harassment. .

DRUG, ALCOHOL AND TOBACCO USE

         The Company wants to establish and maintain a work environment that is
free from the effects of alcohol and drug abuse. The Company maintains a strict
Alcohol, Drug and Tobacco Use Policy. To review the applicable policies
regarding alcohol, drug and tobacco use and for employee testing and reporting
procedures, employees should refer to the Associate Handbook (Guideline 6 and
Drug/Alcohol Testing).

FOREIGN CORRUPT PRACTICES ACT (FCPA)

         U.S. law generally prohibits the Company from making or offering to
make a payment, promise or granting another benefit, directly or indirectly, to
a "foreign official", foreign candidate for political office or foreign
political party for the purpose of improperly causing the foreign official,
candidate or political party to act or cause an act for the benefit of the
Company or a subsidiary. "Foreign official" may include employees of state owned
foreign companies as well as governmental officials.

CITIZENSHIP

CIVIC AND POLITICAL PARTICIPATION

         The Company encourages all employees to participate in our political
system by voting, speaking out on public issues, and becoming active in civil
and political activities. It is important, however, that directors, officers and
employees clearly distinguish their personal views from those of the Company,
unless specifically authorized by the Company to speak on the Company's behalf.



POLITICAL CONTRIBUTION

         Laws of certain jurisdictions (including the U.S. federal government)
govern the Company's actions in contributing, directly or indirectly, to any
candidate for public office, political parties, or other political
organizations. However, directors, officers and employees are free to contribute
to candidates or otherwise partake in the political process in their individual
capacity. In fact, the Company highly encourages its directors, officers and
employees to take part in the political process, but employees may not be given
time off with pay to participate in a political activity and may not use Company
funds or assets for contributions of any kind to a political party or candidate
for elected public office.

LOBBYING

         The Company recognizes the right of any director, officer and employee,
as a citizen, to communicate with his or her elected public officials and the
Company encourages directors, officers and employees to do so. However, if
requested to make such contact on behalf of the Company, such persons must be
cognizant of state and/or federal laws regarding lobbying activities and
strictly follow the applicable guidelines and reporting requirements.

CHARITABLE ACTIVITIES

         The Company is committed to maintaining good will and to being a good
civic neighbor. Directors, officers and employees are encouraged to serve on
nonprofit boards and in other volunteer capacities. However, if a director,
officer or employee serves in any capacity with a not-for-profit organization,
such person may not represent either the Company or the organization in any
transactions between them.

DUTY TO REPORT AND CONSEQUENCES

         Every director, officer and employee has a duty to adhere to this Code
of Business Conduct and Ethics and all existing Company policies and to report
to the Company any suspected violations in accordance with applicable
procedures.

         Employees shall report suspected violations of Company policies
contained in the Associate Handbook by following the reporting procedures set
forth in the Associate Handbook under "Open Door Policy." All suspected
violations of the Code by an officer of the Company must be reported to the
Company's Chief Executive Officer (unless the suspected violation is by the
Chief Executive Officer, in which case the suspected violation should be
reported to the Chair of the Company's Audit Committee). All suspected
violations by a director of the Company who is not an employee or officer must
be reported to the Chair of the Company's Audit Committee or the Chair of the
Governance and Nominating Committee. The Company will investigate any matter so
reported and may take such disciplinary and corrective action, up to and
including termination, as it finds to be appropriate and in the best interests
of the Company. The Company forbids retaliation against employees who report
violations of this Code of Business Conduct and Ethics in good faith.

SCOPE

         This Code does not supersede, change or alter the existing Company
policies and procedures already in place as stated in the Associate Handbook and
communicated to Company employees. Certain policies referred to herein are
contained in their entirety in the Associate Handbook, and Company employees are
instructed to refer to the Associate Handbook for a copy of those policies and
required reporting procedures. As previously indicated, the Associate Handbook
contains information that is proprietary and confidential, and the Company
hereby expressly denies waiving any right to assert claims that the Contents of
the Associate Handbook are proprietary and/or confidential.



         No Company policy can provide definitive answers to all questions. If
employees have questions regarding any of the goals, or standards discussed or
policies referenced in this Code or are in doubt about the best course of action
in a particular situation, the employee should refer to the reporting
requirements for that goal or standard as stated in this Code, or the reporting
requirements for policies as stated in the Associate Handbook under "Open Door
Policy" and contact the person or party designated. If no resource is listed and
when in doubt, ask Harry Miller, Vice President of Human Resources. Of course,
nothing in this Code alters the employment-at-will status of any employee of the
Company or creates any rights in any employee, customer, supplier, vendor,
competitor, shareholder or any other person or entity to bring any legal claim
or lawsuit against the Company in any court or governmental agency. Each
employee may terminate employment as he or she chooses and the Company may
terminate that employment, or take such other lesser action, as it finds to be
in the best interests of the Company.

         Any waivers of this Code for executive officers or directors may be
made only by the Board of Directors or a Board committee to which such
responsibility has been delegated, and must be publicly disclosed in a prompt
manner as required by the SEC and the listing standards of the New York Stock
Exchange.