Exhibit 99.1



                        POLARIS AIRCRAFT INCOME FUND II,
                        A California Limited Partnership

                                 CODE OF ETHICS



To All Persons or Entities Acting on Behalf of the Partnership:

         Polaris Aircraft Income Fund II (the "Partnership") is committed to the
highest  standards in all aspects of its business.  To confirm that  commitment,
attached  is the  Partnership  Code of Ethics  (the  "Code").  The  Code,  which
emphasizes integrity, ethics, and fairness,  elaborates on many of the legal and
ethical principles to which we must all adhere.

         We expect that all persons or entities  acting in a significant  manner
on behalf of the Partnership, but not otherwise affiliated with the Partnership,
including  but  not  limited  to  consultants   and  third  parties  (each  such
non-affiliated  person or entity is  hereinafter  referred to as a  "Partnership
Agent" or  "Partnership  Agents") to comply in every respect with all applicable
laws and  regulations  and to conduct the  Partnership's  business in a way that
protects  and  promotes our  valuable  reputation.  We will  continue to compete
vigorously in the  marketplace,  but we will not deviate from these  fundamental
principles in doing so.

         The General Partner of the Partnership,  Polaris Investment  Management
Corporation,  and GE  Capital  Aviation  Services,  Inc.  and  their  respective
officers and directors are not considered to be "Partnership  Agents"  hereunder
and,  thus,  are not  subject  to the Code  because  each is  subject to General
Electric  Company's  integrity  guidelines,  "The  Spirit  & The  Letter  Of Our
Commitment"  or any successor  guidelines.  Similarly,  the  independent  public
accounting  firm of the  Partnership and its principals are not considered to be
"Partnership  Agents"  hereunder because it is subject to its own set of ethical
guidelines.

         All  Partnership  Agents are  responsible for complying with this Code.
The General Partner will be responsible for ensuring that all Partnership Agents
receive a copy of the Code and will be asked annually to certify compliance with
it.

         Obviously, the Code cannot address every conceivable situation we face.
It can only set out general legal and ethical  principles,  and the  Partnership
Agents must use good judgment in applying  them.  If a  Partnership  Agent needs
further guidance regarding  compliance with applicable laws and this Code, he or
she should contact a member of the Partnership Compliance Committee.



<PAGE>


CODE OF ETHICS

         All  Partnership  Agents are  required  to promote  honest and  ethical
conduct and to conduct  business  activities and operations in an ethical manner
and  in  compliance  with  applicable  laws,  rules,  regulations,   Partnership
policies, and the standards set forth in this Code.

         It is the  responsibility  of each Partnership Agent to ensure that the
individuals  under  his or her  supervision  understand  the laws  and  policies
(including  this Code) that apply to such  individuals,  to apply such  policies
fairly  and  consistently,  and to respond  appropriately  to any  inquiries  or
reports of suspected  violations.  It is the  responsibility  of all Partnership
Agents to comply with this Code and all related policies.

         It is the  policy of the  Partnership  to  prevent  the  occurrence  of
unethical or unlawful  behavior and to halt any such  behavior that may occur as
soon as reasonably  possible  after its  discovery.  Violations of this Code may
result in serious consequences for the violator, including termination of his or
her relationship with the Partnership.

I.       COMPLIANCE WITH LAWS

         The  activities  of the  Partnership  and each  Partnership  Agent  are
expected to be in full  compliance  with the letter and spirit of all applicable
laws,  rules and  regulations.  It would be impossible to summarize here all the
laws,  rules and  regulations  with which the  Partnership  and the  Partnership
Agents must comply; this Code refers to only a few of them.

         Any Partnership Agent with questions about his or her obligations under
applicable  laws should seek advice from the General  Partner or a member of the
Partnership Compliance Committee (see Section XIV of this Code).

II.      CONFLICTS OF INTEREST

         Partnership  Agents have a significant  business  responsibility to the
Partnership  and must avoid any activity that may interfere  materially with the
performance of this  responsibility.  Business decisions must be based solely on
the best interests of the  Partnership,  without  regard to personal,  family or
other extraneous considerations.

         Conflicts of interest can arise when a Partnership  Agent's position or
responsibilities with the Partnership present an opportunity for gain apart from
the normal rewards of being associated with the Partnership. They can also arise
when a Partnership Agent's personal or family interests are, or may be viewed as
being,  inconsistent  with those of the  Partnership  and  therefore as creating
conflicting loyalties.  Such conflicting loyalties can cause a Partnership Agent
to give  preference  to personal  interests,  either  internal or  external,  in
situations where Partnership responsibilities come first.

         No Partnership Agent may personally benefit from his or her association
with  the  Partnership  except  through  payments  received  directly  from  the
Partnership.  This prohibition  does not apply to discounts,  if any, offered by
merchants  that  are  generally  available  to all  those  associated  with  the
Partnership.

         Any  Partnership  Agent who  believes  he or she may have a conflict of
interest  should disclose it immediately to, and seek guidance from, a member of
the  Partnership  Compliance  Committee  who is not  involved  in the  potential
conflict.

<PAGE>


         The Partnership Compliance Committee and the Partnership's counsel have
sufficient authority to adequately deal with conflict of interest  transactions,
including   the   authority  to  disclose   such   transactions   (or  potential
transactions)  to the  Partnership's  General  Partner  or  Principal  Executive
Officer  and,  if  necessary,   to  the  Principal   Financial  Officer  of  the
Partnership.  Please be advised that the General  Partner may have  conflicts of
interests with the Partnership and other related partnerships. Nevertheless, the
General  Partner  intends to  represent  the  interests of the  Partnership  and
related  partnerships  to the  best of its  ability  taking  into  account  such
conflicts  which are being  disclosed in public filings  including those made by
the Partnership with the Securities and Exchange Commission.

III.     PARTNERSHIP OPPORTUNITIES

         No  Partnership  Agent may take personal  advantage or obtain  personal
gain from an opportunity learned of or discovered during the course and scope of
his or her association  with the Partnership  when that opportunity or discovery
could be of benefit or interest to the  Partnership.  Likewise,  no  Partnership
Agent may use Partnership property, information or position for personal gain.

IV.      PARTNERSHIP RECORDS

         Partnership  records must always be prepared  accurately and maintained
properly, in accordance with all applicable laws and regulations.

         No  false,   artificial  or  deceptive  entries  may  be  made  in  the
Partnership's  records  for any  reason.  The  simple  rule of thumb is that the
Partnership's  books must accurately  reflect the transactions  they record.  In
addition, the Partnership records belong to the Partnership. The General Partner
has the primary  responsibility for establishing and monitoring adequate systems
of internal  accounting and controls,  and all Partnership Agents must adhere to
these controls.  The Partnership's auditors monitor and document compliance with
these internal controls.  All Partnership Agents shall cooperate  completely and
forthrightly with the Partnership's internal and independent auditors.

         No  Partnership  Agent may engage in, allow or conceal any financial or
bookkeeping irregularity.

V.       PARTNERSHIP FUNDS AND PROPERTY

         Partnership  Agents must  protect the  Partnership's  assets and ensure
their efficient use for legitimate business purposes.  Each Partnership Agent is
personally  accountable for Partnership  funds and property over which he or she
has control.  Purchases of products and  services  from  suppliers  must be made
solely  on  the  basis  of   quality,   price,   service   and  other   relevant
considerations.  No  Partnership  funds or other  property shall be used for any
unlawful purpose,  such as to secure special  privileges or benefits through the
payment of bribes or other illegal payments.

         No Partnership Agent may engage in any act that involves theft,  fraud,
embezzlement, misappropriation or wrongful conversion of any property, including
Partnership  property,  regardless  of whether or not such act could result in a
criminal  proceeding.   This  prohibition  includes   unauthorized  use  of  the
Partnership's  communications  equipment,  computers  and related  facilities or
other Partnership assets, including proprietary information and trade secrets.

         Gifts,  favors and  entertainment may be given to others at Partnership
expense only if they are consistent with law and accepted business practices and
if  they  are  of  sufficiently  limited  value  and in a form  that  could  not
reasonably  be construed as a bribe or payoff.  Gifts in the form of cash or its

<PAGE>

equivalent are prohibited. Likewise, secret commissions or other compensation to
employees of customers or their family members or associates are prohibited.

VI.      SAFETY AND HEALTH

         Workplace  safety and health are paramount  concerns and are reflective
of conditions at the Partnership's  premises.  Partnership Agents must adhere to
applicable  health and safety laws and regulations  and all related  Partnership
policies designed to ensure safe working conditions.

VII.     EQUAL OPPORTUNITY AND HARASSMENT-FREE CONDITIONS

         The  Partnership  is an equal  opportunity  entity.  The  Partnership's
policy is to select and place employees,  if any, and Partnership  Agents on the
basis of qualification for work to be performed, as required by applicable laws,
without discrimination in terms of race, religion,  national origin, color, sex,
age,  status  as a  qualified  individual  with a  disability  or  other  status
protected  by law.  The  Partnership  insists  that all  employees,  if any, and
Partnership  Agents refrain from any act that is designed to cause or does cause
unlawful  employment  discrimination  with  respect to any term or  condition of
employment.

         The  Partnership  is also  committed  to the goal of  providing a safe,
secure,  productive  and healthy work  environment  free from  harassment of any
kind. The Partnership  insists that all Partnership  Agents refrain from any act
that is designed to cause or does cause  harassment or  intimidation,  including
sexual  harassment.  The Partnership will not tolerate any form of harassment or
intimidation by any employee, if any, or Partnership Agent.

VIII.    ENVIRONMENTAL PROTECTION

         The Partnership is committed to full  compliance  with national,  state
and local  environmental laws and regulations at all operating  facilities.  The
Partnership's  environmental  obligations  include,  but  are  not  limited  to,
obtaining and maintaining all environmental  permits and approvals  required for
the conduct of the Partnership's  operations,  the proper handling,  storage and
disposal of regulated  materials and timely and accurate  submission of required
reports to the proper government agencies.

         All Partnership Agents are expected to understand and act in accordance
with their obligations under environmental  laws,  including any new or modified
obligations as they are  established.  Partnership  Agents must report suspected
violations of those laws to the General  Partner.  It shall be the obligation of
the General  Partner to  investigate  any reported  violation and to ensure that
timely and effective remedial action is taken where appropriate.

         The Partnership will ensure  compliance with this Code through vigilant
self-monitoring  and, where necessary,  discipline of Partnership  Agents at all
levels.  The  Partnership  will not  tolerate the  falsification  of data or the
reporting of false  information  regarding  environmental  compliance within the
Partnership or to government agencies.

         The  Partnership is also committed to full compliance with all laws and
regulations  governing  its  services and  products,  including  all  applicable
national  and local laws  governing  product  safety  and  related  issues.  The
Partnership has adopted policies regarding environmental compliance.

<PAGE>


IX.      COMPETITION AND CONTACTS WITH COMPETITORS

         The concept of free and open  competition  underlies the antitrust laws
in the United States.  Compliance  with such laws is mandatory.  The Sherman Act
and  its  state  law  counterparts   prohibit   businesses  from  entering  into
agreements, express or implied, that unreasonably restrain trade.

         Partnership  Agents may not enter into  discussions or agreements  with
competitors  or  suppliers  that would in any way violate or be  construed  as a
violation  of  such  laws.  Certain  agreements  are  considered  so  inherently
anticompetitive  as to be criminal in nature (e.g.,  price fixing,  bid rigging,
customer  or  territorial  allocation,  group  boycotts)  and can  result in the
imposition of substantial monetary penalties and jail sentences.

         Partnership   Agents  are   encouraged  to  contact  a  member  of  the
Partnership  Compliance Committee if they have any doubt about the legality of a
proposed course of action.

         If any  Partnership  Agent becomes aware of possible  violations of any
antitrust laws, such Partnership Agent should report the suspected violations to
a member of the Partnership Compliance Committee immediately.

X.       FAIR DEALING

         Each   Partnership   Agent  is   expected   to  deal  fairly  with  the
Partnership's  customers,  suppliers,  competitors  and  other  agents.  It is a
violation  of  Partnership  policy to take unfair  advantage  of anyone  through
manipulation, concealment, abuse of confidential information,  misrepresentation
of material facts or any other unfair or deceptive practice.

XI.      SECURITIES AND INSIDER TRADING

         The  Partnership  is committed to complying  with all federal and state
securities  laws and  regulations.  These laws  impose  certain  obligations  on
publicly-held corporations and the persons associated with them. It is important
that  Partnership  Agents in no way compromise  the position of the  Partnership
with the  disclosure  ("leaking"  or "tipping")  of  non-public  information  to
outsiders or to other  Partnership  Agents who do not require the information in
the  performance  of their  duties.  No  Partnership  Agent  with  knowledge  of
non-public ("inside")  information should use the information for his or her own
benefit.  This means that no Partnership Agent may trade in Partnership or other
securities when he or she has knowledge of material inside information.

         "Material"  information  is any  information  that  an  investor  might
consider important in deciding whether to buy, sell or hold securities. Examples
of  some  types  of  material  information  are  financial  results,   financial
forecasts,  possible mergers,  acquisitions,  joint ventures, other purchases or
sales of or investments in companies,  obtaining or losing important  contracts,
important product developments,  major litigation developments and major changes
in business direction.

         Information  is  considered  to be  "non-public"  unless  it  has  been
adequately  disclosed to the public.  Examples of effective  disclosure  include
public  filings with  securities  regulatory  authorities  and issuance of press
releases. The information must not only be disclosed;  all such disclosures must
be full, fair, accurate,  timely and made in an understandable manner to provide
adequate opportunity for the market as a whole to digest the information.

<PAGE>


XII.     DEALING WITH GOVERNMENT OFFICIALS

         All dealings with government officials,  including,  but not limited to
lobbying,  political  contributions  to  candidates,  meetings  with  government
agencies,  communications  with public officials and contracting with government
agencies,  shall be done in accordance with all applicable  national,  state and
local laws and  regulations  in each country in which the  Partnership  conducts
business.

         No Partnership  Agent shall offer or promise a payment or reward of any
kind, directly or indirectly, to any federal, state or local government official
in order to secure preferential treatment for the Partnership or the Partnership
Agents.

         No Partnership  Agent shall offer or promise a payment or reward of any
kind, directly or indirectly,  to a federal,  state or local government official
for or because of an official act performed or to be performed by that official.

         No Partnership Agent shall offer or promise any federal, state or local
government official gifts, entertainment,  gratuities, meals, lodging, travel or
similar items that are designed to influence such official.

         It is the policy of the  Partnership to cooperate  fully with all legal
and reasonable government investigations.  Accordingly, Partnership Agents shall
comply  with any and all lawful  requests  from  government  investigators  and,
consistent with preserving the  Partnership's  legal rights,  shall cooperate in
lawful  government  inquiries.  No  Partnership  Agent  shall  make a  false  or
misleading written or oral statement to a government official with regard to any
matter involving a government inquiry into Partnership matters.

         Partnership   Agents  should  contact  a  member  of  the   Partnership
Compliance Committee when presented with any such government request or inquiry.
Partnership  Agents with  questions  about  contacts with  government  officials
should seek guidance from a member of the Partnership Compliance Committee.

         Individual  Partnership  Agents are free to  participate  in  political
activities or make personal political contributions, but may not use Partnership
funds or other resources. No Partnership Agent may make a political contribution
on behalf of the Partnership without permission from a member of the Partnership
Compliance Committee, and then only after a member of the Partnership Compliance
Committee has affirmed the legality and propriety of such a contribution.

XIII.    CONFIDENTIAL INFORMATION

         In the normal  course of  business,  there will be  instances  in which
Partnership Agents may be entrusted with confidential or privileged information.
That  information  most often will involve facts,  plans or other aspects of the
Partnership's  business that are not in the public domain and will, on occasion,
involve  information  that has been  entrusted to the  Partnership by customers,
suppliers or others with whom the Partnership has a relationship.

         All Partnership Agents possessing  confidential  information  regarding
the Partnership or any of its customers or suppliers have a duty not to disclose
such  information  outside the  Partnership or to Partnership  Agents who do not
have a need to know such  information,  except where disclosure is authorized or
legally required.  Partnership Agents possessing confidential  information shall
not use such information for personal gain.

<PAGE>


         All  Partnership  Agents  are  expected  to  comply  with the terms and
conditions of any and all confidentiality,  non-disclosure and patent agreements
signed by them when accepting employment or association with the Partnership.

         Questions  regarding  what  is or is  not  confidential  or  privileged
information should be directed by the Partnership Agent to the General Partner.

XIV.     COMPLIANCE AND REPORTING

         The Partnership has appointed a committee (the "Partnership  Compliance
Committee") to ensure that this Code and the Partnership's related policies will
govern the business  activities of all Partnership Agents. The membership of the
Partnership  Compliance  Committee  will  consist  of senior  executives  and/or
directors of the General Partner.  Any Partnership Agent who has questions about
this Code or how it applies in  particular  circumstances  is encouraged to seek
guidance from his or her supervisor or the Partnership Compliance Committee.

         Partnership  Agents should promptly report any suspected  noncompliance
with these  policies  to the  General  Partner or any member of the  Partnership
Compliance  Committee.  The Partnership will promptly undertake an investigation
into any report that it receives.  The investigation  will be sufficient in size
and scope to address the  report,  and will be handled  discreetly  and with due
sensitivity to all persons involved in the investigation.  If requested,  and to
the extent  possible,  the  Partnership  will keep the identity of the reporting
Partnership  Agent  and  all  disclosures  made in  accordance  with  this  Code
confidential.  No  Partnership  Agent  will be subject  to any  disciplinary  or
retaliatory  action for  reasonably  and in good faith  reporting  any suspected
violation.  Submission  of  knowingly  false  reports,  however,  constitutes  a
violation of this Code and will result in disciplinary action.

         Failure to comply with this Code can have severe  consequences for both
the  individuals  involved  and  the  Partnership.  The  Partnership  will  take
appropriate   disciplinary  action  for  violations  of  this  Code,   including
termination  of employment or  association  with the  Partnership.  Disciplinary
action may be taken:

         -    Against  Partnership Agents who authorize or participate  directly
              and, in appropriate circumstances,  indirectly in actions that are
              a violation of this Code or any related policies.

         -    Against  Partnership Agents who fail to report a violation of this
              Code  or  any  related   policy  or  who   withhold  any  relevant
              information concerning a violation of which they became aware.

         -    Against the violator's  supervisor or the General Partner,  to the
              extent  the  circumstances  of the  violation  reflect  inadequate
              supervision or lack of diligence.

         -    Against any Partnership Agent who attempts to retaliate,  directly
              or indirectly,  or encourages others to do so, against Partnership
              Agent who reports a violation or cooperates with an  investigation
              of such violation.

         If  Partnership  Agent  believes  that the  General  Partner  to whom a
suspected  violation has been  reported has not taken  appropriate  action,  the
Partnership  Agent  should  contact  a  member  of  the  Partnership  Compliance
Committee.  The  Partnership  Compliance  Committee can be reached by contacting
Diarmuid Hogan at 203-961-5171.

<PAGE>


         The General Partner (and not the Partnership Compliance Committee) is
the only body authorized to waive compliance with this Code as it relates to the
Partnership's Principal Executive Officer and Principal Financial Officer. With
respect to the Partnership's Principal Executive Officer and Principal Financial
Officer, the General Partner also has the authority to investigate (or supervise
the investigation of) alleged violations of this Code and to determine the
appropriate consequences for violations by such individual