**Exhibit
      14.1**








**HARTMAN
      COMMERCIAL PROPERTIES REIT**





**CODE
      OF BUSINESS CONDUCT**




This
      Code
      of Business Conduct (the “Code”), describes the ethical and legal standards
      required of all members of the Board of Trust Managers, officers, employees
      and
      representatives of Hartman Commercial Properties REIT and its subsidiaries
      (such
      persons are collectively referred to herein as the “Covered Persons”). You
      should report all such behavior or activities to your manager, who should in
      turn contact the appropriate contact. If you are uncomfortable talking with
      your
      manager or feel he or she has not adequately addressed the issue, you should
      contact the Chairperson of our Audit Committee.




**G** **ENERAL
      POLICIES AND ADMINISTRATION**




*Purpose
      of the Code*




The
      purpose of these policies is to ensure that all Covered Persons act in
      accordance with a uniform set of standards for ethical and legal conduct. The
      standards presented in this Code are intended as guidelines and cannot cover
      every situation in our business environment.




*General
      Standards of Conduct*




This
      Code
      is intended to be applied in good faith with reasonable business judgment to
      enable us to achieve our operating and financial goals within the framework
      of
      the law. All our representatives are required to adhere to this Code and the
      law
      as a condition of their employment or relationship. Any Covered Person who
      does
      not adhere to the Code is acting outside the scope of his or her employment
      or
      authority.




*Administration
      of the Code*




General
      -
      Our Chief Financial Officer shall be the administrator of the Code. The Chief
      Financial Officer shall periodically review the Code and when necessary or
      desirable, make recommendations to the Audit Committee of the Board of Trust
      Managers to: (i) ensure its conformance to applicable law, (ii) ensure that
      it
      meets or exceeds industry standards, and (iii) ensure that any weaknesses
      revealed through monitoring, auditing and reporting systems are
      corrected.




Communication
      - The Chief Financial Officer shall take, or cause to be taken, reasonable
      steps
      to communicate the standards and procedures included in the Code to Covered
      Persons.




Monitoring
      and Auditing - The Chief Financial Officer shall take reasonable steps to
      monitor and audit compliance with the Code, including the establishment of
      systems to detect conduct in violation of the Code.




Reporting
      System - The Chief Financial Officer shall establish a reporting system allowing
      violations of the Code to be reported and acted upon. The nature of the
      reporting system shall be communicated to all Covered Persons. It shall be
      a
      violation of the Code to intimidate or impose any form of retribution on any
      Covered Person who utilizes the reporting system in good faith to report
      suspected violations of the Code.




Investigation
      of Violations - If information regarding an alleged violation of the Code is
      reported, the Chief Financial Officer (with the advice of outside counsel as
      needed) will investigate the allegations as appropriate. The Chief Financial
      Officer will coordinate and manage any interaction with outside authorities
      involved in the investigation.









Disciplinary
      Measures - Management, through the advice of outside counsel, will enforce
      the
      Code through appropriate means of discipline, which could include termination
      of
      the wrongdoing individual. Persons who may be subject to discipline include,
      in
      addition to the violator, (i) persons who fail to use reasonable care to detect
      a violation, (ii) persons who withhold material information regarding a
      violation, and (iii) supervisors who approve or condone violations or
      attempt to retaliate against the Covered Persons who reported the violations.




**I** **NTERNAL
      ACCOUNTING CONTROL, PROCEDURES & RECORDS**




We
      will
      maintain and continuously evaluate a system of internal accounting controls
      to
      ensure reliability and adequacy of our books and records and proper recording
      of
      all transactions including dispositions of assets.




Authorization
      - We may only enter into transactions that are executed in accordance with
      management’s specific authorization or established, formalized policies and
      procedures.




Approval
      - No transaction will be recorded in our accounts unless it is within the scope
      of written policies and procedures or is specifically and formally approved
      by
      an appropriate employee and supported by documentary evidence.




Accounting
      - All transactions entered into by us will be recorded and coded in accordance
      with normal, standard procedures.




Reporting
      - All transactions that have been accounted for will be accumulated and
      processed to permit the preparation of accurate, proper and fair financial
      statements, reports and data for purposes of internal, public and regulatory
      reporting. Covered Persons are prohibited from maintaining any false records
      that could result in the publication of false financial
      information.




Responsibility
      - The implementation and maintenance of internal accounting controls, procedures
      and records will be the primary responsibility of the Chief Financial
      Officer.




Auditing
      - All failures regarding this policy will be reported to management so that
      deficiencies can be corrected and compliance with the terms of this policy
      can
      be maintained.




**S** **ENSITIVE
      TRANSACTIONS**




We
      will
      conduct our business in compliance with applicable law and require all our
      personnel to avoid any activities that could involve us in any unlawful
      practice. Without limiting the generality of the foregoing, Covered Persons
      are
      strictly prohibited from paying any bribe, kickback or other unlawful or
      unethical payment or provision of gifts to, or otherwise entering into a
      sensitive transaction with, any public official, political party or official,
      candidate for public office or other individual, in any country, to secure
      any
      contract, concession or other favorable treatment. Covered Persons who make
      such
      payments are subject to appropriate action by us, as well as legal action
      including fines, imprisonment and civil litigation.




We
      may be
      required to make facilitating or expediting payments to an official or employee
      of a foreign government in order to expedite or to secure the performance of
      routine governmental action. Such facilitating payments may not be illegal.
      Nevertheless, it may be difficult to distinguish a legal facilitating payment
      from an illegal bribe, kickback or payoff. Accordingly, facilitating payments,
      if required, will be made only with the advance guidance of the Legal
      Department. Any facilitating payments must be recorded as such in the accounting
      records.


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**C** **OMMERCIAL
      BRIBERY**




We
      prohibit the payment or transfer of our funds or assets in the form of bribes,
      kickbacks or other payoffs and prohibit Covered Persons from participating
      in
      such schemes. We also prohibit Covered Persons from receiving, directly or
      indirectly from a third party, anything of a significant value in connection
      with a transaction entered into by us. Bribes, kickbacks and payoffs include,
      but are not limited to: (i) gifts of other than nominal value, (ii) cash
      payments, (iii) the uncompensated use of our services, facilities or property
      except as may be authorized by us, and (iv) loans, loan guarantees or other
      extensions of credit (except from lending institutions at prevailing
      rates).




This
      policy does not prohibit otherwise lawful expenditures of nominal amounts for
      meals and entertainment that are ordinary and customary business expenses.
      These
      expenditures should be included on expense reports and approved under our
      standard procedures.




**C** **ONFLICTS
      OF INTEREST**




All
      Covered Persons must avoid any personal, financial or family interest that
      could
      keep such person from acting in our best interest. All Covered Persons should
      avoid any appearance of a conflict of interest and must receive approval of
      the
      Chief Executive Officer and Chief Financial Officer for any such conflict.




**C** **ODE
      OF CONDUCT FOR THIRD-PARTY RELATIONSHIPS**




We
      may in
      the future conduct business in foreign countries and may be subject to the
      laws
      of such other countries. Applicable law must be compiled with in the conduct
      of
      third-party relationships. We must also ensure that our business relationships
      outside the U.S. will comply with the requirements of certain U.S. laws
      regarding standards of conduct for business throughout the world. If you
      encounter or suspect a conflict between the laws of the U.S. and the laws of
      another country, you should immediately contact our Legal Department for advice
      and resolution.




**P** **ROTECTION
      OF CONFIDENTIAL INFORMATION**




In
      carrying out our business, Covered Persons often learn confidential or
      proprietary information about us, our affiliates and our business partners.
      No
      Covered Person entrusted with or otherwise knowledgeable about such confidential
      or proprietary information shall disclose that information outside of their
      services on our behalf, either during or after employment or other service
      to
      us, without written authorization. All employees are required to sign an
      agreement that restricts disclosure of confidential, proprietary, trade secret
      and other information about us, our affiliates and our business
      partners.





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