Exhibit 14.1


                          POLO RALPH LAUREN CORPORATION

  CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICERS AND SENIOR FINANCIAL OFFICERS

I.    INTRODUCTION

This Code of Ethics is applicable to Polo Ralph Lauren Corporation's ("PRL")
chief executive officer, chief operating officer, chief financial officer,
principal accounting officer, controller and any person performing similar
functions. References in this Code of Ethics to PRL mean PRL or any of its
subsidiaries.

While PRL and its stockholders expect honest and ethical conduct in all aspects
of our business from all employees, PRL and its stockholders expect the highest
possible standards of honest and ethical conduct from you. You are setting an
example for other employees and are expected to foster a culture of
transparency, integrity and honesty. Compliance with this Code and all other
applicable codes of business conduct or ethics adopted by the Board of Directors
of the Corporation is a condition to your employment and any violations will be
dealt with severely.

II.   CONFLICTS OF INTEREST

Conflicts of interest are strictly prohibited as a matter of PRL policy. You
must be scrupulous in avoiding any action or interest that conflicts with, or
gives the appearance of a conflict with, PRL's interests. A "conflict of
interest" exists whenever an individual's private interests in any way interfere
or conflict with, or appear to interfere or conflict with, the interests of PRL
or make, or appear to make, it difficult for the individual to perform his or
her work for PRL objectively and effectively. Conflicts of interest arise when:

-     your personal interests interfere, or appear to interfere, in any way,
      with the interests of PRL (for example, you compete with PRL);

-     you take action for your direct or indirect benefit or the direct or
      indirect benefit of a third party that is inconsistent with the interests
      of PRL (for example, you cause PRL to engage in business transactions with
      a company you control or with friends or relatives);

-     you, or a member of your family, receive improper personal benefits as a
      result of your position in PRL (for example, you receive a loan or other
      benefit from a third party to direct PRL business to a third-party).

There are other situations in which conflicts of interest may arise. Conflicts
of interests may not always be clear-cut. If you have questions or concerns
regarding a situation, please contact our Corporate Counsel.

III.  ACCURATE PERIODIC REPORTS

As you are aware, full, fair, accurate, timely and understandable disclosure in
the reports and other documents that we file with, or submit to, the SEC and in
our other public communications is critical for us to maintain our good
reputation, to comply with our obligations under the securities laws and to meet
the expectations of our stockholders and other members of the investment
community. You are to exercise the highest standard of care in preparing such
reports and documents and other public communications, in accordance with the
following guidelines:

-     all accounting records, and the reports produced from such records, must
      be in accordance with all applicable laws and regulations;

-     all accounting records must fairly and accurately reflect the transactions
      or occurrences to which they relate;

-     all accounting records must fairly and accurately reflect in reasonable
      detail PRL's assets, liabilities, revenues and expenses;

-     no accounting records may contain any false or intentionally misleading
      entries;

-     no transactions should be intentionally missclassified as to accounts,
      departments or accounting periods;

-     all transactions must be supported by accurate documentation in reasonable
      detail and recorded in the proper account and in the proper accounting
      period;

-     no relevant information should be concealed from the internal auditors or
      the independent auditors; and

-     compliance with PRL's system of internal controls is required.

IV.   COMPLIANCE WITH LAWS

You are expected to understand and comply with both the letter and spirit of all
applicable laws and governmental rules and regulations.

V.    REPORTING VIOLATIONS

You are expected to report any violations of this Code of Ethics promptly to the
Chairman of the Audit Committee of the Board of Directors.

VI.   CONSEQUENCES OF NON-COMPLIANCE WITH THIS CODE

Violations of this Code will be reported to the Audit Committee. If you fail to
comply with this Code of Ethics or applicable laws, rules or regulations
(including without limitation all rules and regulations of the Securities and
Exchange Commission) you will be subject to disciplinary measures, up to and
including discharge from PRL, and any appropriate legal action.

VII.  AMENDMENT, MODIFICATION AND WAIVER

This Code may be amended or modified by the Board of Directors of PRL. Waivers
of this Code may only be granted by the Board of Directors or a committee of the
Board of Directors with specific delegated authority. Waivers will be disclosed
to stockholders as required by the Securities Exchange Act of 1934 and the rules
thereunder and the applicable rules of the New York Stock Exchange.