Exhibit 14.1

                         AMERITRANS CAPITAL CORPORATION

                                 CODE OF ETHICS

SECTION I: STATEMENT OF PURPOSE AND APPLICABILITY

      (A)   Statement of Purpose

            It is the policy of Ameritrans Capital Corporation (the "Company")
            that no affiliated person of the Company shall, in connection with
            the purchase or sale, directly or indirectly, by such person of any
            security held or to be acquired by the Company,

            (1)   Employ any device, scheme or artifice to defraud the Company;

            (2)   Make to the Company any untrue statement of a material fact or
                  omit to state to the Company a material fact necessary in
                  order to make the statement made, in light of the
                  circumstances under which it is made, not misleading;

            (3)   Engage in any act, practice, or course of business which
                  operates or would operate as a fraud or deceit upon the
                  Company; or

            (4)   Engage in any manipulative practice with respect to the
                  Company.

      (B)   Scope of the Code

            In order to prevent the access persons, as defined in Section II,
            paragraph (A) below, of the Company from engaging in any of these
            prohibited acts, practices or courses of business, the Board of
            Directors of the Company has adopted this Code of Ethics.

SECTION II: DEFINITIONS

      (A)   Access Person. "Access Person" means any director, officer, or
            "Advisory Person" of the Company. The Company's Access Persons are
            set forth on Exhibit A hereto, as such shall be amended from time to
            time.

      (B)   Advisory Person. "Advisory person" of the Company means:(i) any
            employee of the Company or of any company in a control relationship
            to the Company, who, in connection with his or her regular functions
            or duties, makes, participates in, or obtains information regarding
            the purchase or sale of a security by the Company, or whose
            functions relate to the making of any recommendations with respect
            to such purchases or sales; and (ii) any natural person in a control
            relationship to the Company who obtains information concerning
            recommendations made to the Company with regard to the purchase or
            sale of security.

      (C)   Beneficial Interest. "Beneficial Interest" includes any entity,
            person, trust, or account with respect to which an Access Person
            exercises investment discretion or provides investment advice. A
            beneficial interest shall be presumed to include all accounts in the
            name of or

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            for the benefit of the Access Person, his or her spouse, dependent
            children, or any person living with him or her or to whom he or she
            contributes economic support.

      (D)   Beneficial Ownership. "Beneficial Ownership" shall be determined in
            accordance with Rule 16a-1(a)(2) under the Securities Exchange Act
            of 1934, except that the determination of direct or indirect
            Beneficial Ownership shall apply to all securities, and not just
            equity securities, that an Access Person has or acquires. Rule
            16a-1(a)(2) provides that the term "beneficial owner" means any
            person who, directly or indirectly, through any contract,
            arrangement, understanding, relationship, or otherwise, has or
            shares a direct or indirect pecuniary interest in any equity
            security. Therefore, an Access Person may be deemed to have
            Beneficial Ownership of securities held by members of his or her
            immediate family sharing the same household, or by certain
            partnerships, trusts, corporations, or other arrangements.

      (E)   Covered Security. "Covered Security" means a security as defined in
            Section 2(a)(36) of the Investment Company Act of 1940, as amended
            (the "1940 Act"), except that it does not include (i) direct
            obligations of the Government of the United States; (ii) banker's
            acceptances, bank certificates of deposit, commercial paper and high
            quality short-term debt instruments including repurchase agreements;
            and (iii) shares issued by open-end funds.

      (F)   Company. The "Company" means Ameritrans Capital Corporation, a
            Delaware corporation, and Elk Associates Funding Corporation and any
            other subsidiary unless the context otherwise requires.

      (G)   Designated Officer. "Designated Officer" shall mean the officer of
            the Company designated by the Board of Directors from time to time
            to be responsible for management of compliance with this Code. The
            Designated Officer may appoint a designee to carry out certain of
            his or her functions pursuant to this Code. The Designated Officer
            is set forth on Exhibit B hereto, as such shall be amended from time
            to time.

      (H)   Disinterested Director. "Disinterested Director" means a director of
            the Company who is not an "interested person" of the Company within
            the meaning of Section 2(a)(19) of the 1940 Act.

      (I)   Elk. "Elk" means Elk Associates Funding Corporation, the Company's
            wholly-owned operating subsidiary licensed by the U.S. Small
            Business Administration under the Small Business Investment Act of
            1958.

      (J)   Purchase or Sale of a Covered Security. Purchase or Sale of a
            Covered Security includes, among other things, the writing of an
            option to purchase or sell a covered security, or the use of
            derivative product to take a position in a Covered Security.

SECTION III: STANDARDS OF CONDUCT

      (A)   General Standards


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            (1)   No Access Person shall engage, directly or indirectly, in any
                  business transaction or arrangement for personal profit that
                  is inconsistent with the best interests of the Company or its
                  shareholders; nor shall he or she make use of any confidential
                  information gained by reason of his or her employment by or
                  affiliation with the Company or affiliates thereof in order to
                  derive a personal profit for himself or herself or for any
                  Beneficial Interest, in violation of the fiduciary duty owed
                  to the Company or its shareholders.

            (2)   Any Access Person recommending or authorizing the purchase or
                  sale of a Covered Security by the Company shall, at the time
                  of such recommendation or authorization, disclose any
                  Beneficial Interest in or Beneficial Ownership of such Covered
                  Security or the issuer thereof.

            (3)   No Access Person shall dispense any information concerning
                  Securities holdings or Securities transactions of the Company
                  to anyone outside the Company, without obtaining prior written
                  approval from the Designated Officer, or such person or
                  persons as these individuals may designate to act on their
                  behalf. Notwithstanding the preceding sentence, such Access
                  Person may dispense such information without obtaining prior
                  written approval:

                  (a)   when there is a public report containing the same
                        information;

                  (b)   when such information is dispensed in accordance with
                        compliance procedures established to prevent conflicts
                        of interest between the Company and its affiliates;

                  (c)   when such information is reported to directors of the
                        Company; or

                  (d)   in the ordinary course of his or her duties on behalf of
                        the Company.

            (4)   All personal securities transactions should be conducted
                  consistent with this Code and in such a manner as to avoid
                  actual or potential conflicts of interest, the appearance of a
                  conflict of interest, or any abuse of an individual's position
                  of trust and responsibility within the Company.

      (B)   Prohibited Transactions

            (1)   General Prohibition. No Access Person shall purchase or sell,
                  directly or indirectly, any Covered Security in which he or
                  she has, or by reason of such transaction acquires, any direct
                  or indirect Beneficial Ownership and which such Access Person
                  knows or should have known at the time of such purchase or
                  sale is being considered for purchase or sale by the Company,
                  or is held in the portfolio of the Company unless such Access
                  Person shall have obtained prior written approval for such
                  purpose from the Designated Officer.

                  (a)   An Access Person who becomes aware that the Company is
                        considering the purchase or sale of any Covered Security
                        by any person (an issuer) must immediately notify the
                        Designated Officer of any interest that such


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                        Access Person may have in any outstanding Covered
                        Securities of that issuer.

                  (b)   An Access Person shall similarly notify the Designated
                        Officer of any other interest or connection that such
                        Access Person might have in or with such issuer.

                  (c)   Once an Access Person becomes aware that the Company is
                        considering the purchase or sale of a Covered Security
                        or that the Company holds a Covered Security in its
                        portfolio, such Access Person may not engage, without
                        prior approval of the Designated Officer, in any
                        transaction in any Covered Securities of that issuer.

                  (d)   The notifications or permission may be provided
                        verbally, but should be confirmed in writing as soon and
                        with as much detail as possible.

            (2)   Gifts. No Access Person may accept, directly or indirectly,
                  any gift, favor, or service of more than a de minimis value
                  from any person with whom he or she transacts business on
                  behalf of the Company under circumstances when to do so would
                  conflict with the Company's best interests or would impair the
                  ability of such person to be completely disinterested when
                  required, in the course of business, to make judgments and/or
                  recommendations on behalf of the Company.

            (3)   Service as Director. No Access Person shall serve on the board
                  of directors of a portfolio company of the Company without
                  prior written authorization of the Designated Officer based
                  upon a determination that the board service would be
                  consistent with the interests of the Company and its
                  shareholders.

SECTION IV: PROCEDURES TO IMPLEMENT CODE OF ETHICS

      The following reporting procedures have been established to assist Access
Persons in avoiding a violation of this Code, and to assist the Company in
preventing, detecting, and imposing sanctions for violations of this Code.

      Every Access Person must follow these procedures. Questions regarding
these procedures should be directed to the Designated Officer.

      (A)   Applicability

            All Access Persons are subject to the reporting requirements set
            forth in Section IV(B) except:

            (1)   with respect to transactions effected for, and Covered
                  Securities held in, any account over which the Access Person
                  has no direct or indirect influence or control;

            (2)   a Disinterested Director who would be required to make a
                  report solely by reason of being a Director need not make an
                  annual holdings report.


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            (3)   an Access Person need not make a quarterly transaction report
                  if the report would duplicate information contained in broker
                  trade confirmations or account statements received by the
                  Company with respect to the Access Person.

            (4)   an Access Person need not file an initial, quarterly, or
                  annual report with respect to any publicly listed security so
                  long as (i) the Company operates through Elk, which is
                  licensed by the U.S. Small Business Administration under the
                  Small Business Investment Company Act of 1958 (the "1958
                  Act"), which act prohibits the purchase or investment in any
                  publicly held or marketable securities by any licensee company
                  such as Elk and (ii) it is the policy of the Company or any
                  existing or future subsidiary not to invest in any publicly
                  traded securities.

            (5)   so long as (i) the Company's policy continues to be not to
                  invest in any Covered Securities, including, but not limited
                  to, securities which are distributed pursuant to an exemption
                  from registration under the 1933 Act, as amended (the
                  "Registered Securities"), and (ii) the Company's operations
                  continue to be conducted through Elk, which is engaged in the
                  business, as a licensed SBIC, of making small business loans
                  to small businesses as defined under the 1958 Act, an Access
                  Person must file initial, quarterly, and annual reports only
                  with respect to any Covered Securities (including Registered
                  Securities) held or to be acquired by the Company or Elk.

      (B)   Report Types

            (1)   Initial Holdings Report. An Access Person must file an initial
                  report not later than 10 days after that person became an
                  Access Person. The initial report must (a) contain the title,
                  number of shares and principal amount of each Covered Security
                  in which the Access Person had any direct or indirect
                  beneficial ownership when the person became an Access Person;
                  (b) identify any broker, dealer or bank with whom the Access
                  Person maintained an account in which any Covered Securities
                  identified in the Initial Holdings Report required by this
                  paragraph (1) were held for the direct or indirect benefit of
                  the Access Person as of the date the person became an Access
                  Person, and (c) indicate the date that the report is filed
                  with the Designated Officer. Provided, however, such Access
                  Person need only identify those Covered Securities that are
                  designated in writing (the "Designated Covered Security") to
                  such Access Person by the Designated Officer in connection
                  with the Access Person's preparation of such initial report.

            (2)   Quarterly Transaction Report. An Access Person must file a
                  quarterly transaction report not later than 10 days after the
                  end of a calendar quarter. With respect to any transaction
                  made during the reporting quarter, the quarterly transaction
                  report must contain (a) the transaction date, title, interest
                  date and maturity date (if applicable), the number of shares
                  and the principal amount of each Designated Covered Security;
                  (b) the nature of the transaction; (c) the price of the
                  Designated Covered Security at which the transaction occurred;
                  (d) the name of the broker, dealer or bank through which the
                  transaction was effected; and (e) the date that the report is
                  submitted by the Access Person.


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            (3)   Annual Holdings Report. An Access Person must file an annual
                  holdings report not later than 30 days after the end of a
                  fiscal year. The annual report must contain (a) the title,
                  number of shares, and principal amount of each Designated
                  Covered Security in which the Access Person had any direct or
                  indirect beneficial ownership; (b) the name of any broker,
                  dealer or bank in which any Designated Covered Securities are
                  held for the direct or indirect benefit of the Access Person;
                  and (c) the date the report is submitted.

            (4)   Confirmations and Account Statements. In lieu of providing a
                  quarterly transaction report, an Access Person may direct his
                  or her broker to provide to the Designated Officer (a)
                  duplicate confirmations of all transactions in any Designated
                  Covered Security in which he or she has, or by reason of such
                  transaction acquires, any direct or indirect Beneficial
                  Ownership, and (b) copies of periodic statements for all
                  investment accounts in which they have Beneficial Ownership.

            (5)   Each Access Person shall be required to provided a signed
                  written statement to the Designated Officer in each instance
                  that such Access Person had during the applicable period any
                  interest, directly or indirectly, in any Designated Covered
                  Securities other than those identified, if any.

            (6)   Company Reports. No less frequently than annually, the Company
                  must furnish to the Board of Directors, and the Board of
                  Directors must consider, a written report that:

                  (a)   describes any issues arising under the Code of Ethics
                        since the last report to the Board of Directors,
                        including but not limited to, information about material
                        violations of the code or procedures and sanctions
                        imposed in response to the material violations; and

                  (b)   certifies that the Company has adopted procedures
                        reasonably necessary to prevent Access Persons from
                        violating the code.

      (C)   Disclaimer of Beneficial Ownership. Any report required under this
            Section IV may contain a statement that the report shall not be
            construed as an admission by the person submitting such duplicate
            confirmation or account statement or making such report that he or
            she has any direct or indirect beneficial ownership in the Covered
            Security to which the report relates.

      (D)   Review of Reports. The reports, duplicate confirmations, and/or
            account statements submitted under this Section IV shall be
            delivered to the Designated Officer. The Designated Officer shall
            review such reports, duplicate confirmations, and account statements
            to determine whether any transactions recorded therein constitute a
            violation of the Code of Ethics. Before making any determination
            that a violation has been committed by any Access Person, such
            Access Person shall be given an opportunity to supply additional
            explanatory material. The Designated Officer shall maintain copies
            of the reports, duplicate confirmations, and account statements as
            required by Rule 17j-1(d).


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      (E)   Acknowledgment and Certification. Upon becoming an Access Person and
            annually thereafter, all Access Persons shall sign an acknowledgment
            and certification of their receipt of and intent to comply with this
            Code in the form attached hereto as Exhibit A and return it to the
            Designated Officer.

      (F)   Records. The Company shall maintain records with respect to this
            Code in the manner and to the extent set forth below, which records
            may be maintained on microfilm under the conditions described in
            Rule 31a-2(f)(1) under the 1940 Act and shall be available for
            examination by representatives of the Securities and Exchange
            Commission (the "SEC").

            (1)   A copy of this Code and any other Code of Ethics of the
                  Company that is, or at any time within the past five years has
                  been, in effect shall be preserved in an easily accessible
                  place.

            (2)   A record of any violation of this Code and of any action taken
                  as a result of such violation shall be preserved in an easily
                  accessible place for a period of not less than five years
                  following the end of the fiscal year in which the violation
                  occurs.

            (3)   A copy of each report made or duplicate confirmation or
                  account statement received pursuant to this Code shall be
                  preserved for a period of not less than five years from the
                  end of the fiscal year in which it is made, the first two
                  years in an easily accessible place.

            (4)   A list of all persons who are, or within the past five years
                  have been, required to make reports pursuant to this Code
                  shall be maintained in an easily accessible place.

            (5)   A record of any decision, and the reasons supporting the
                  decision, to approve a request by an Access Person to purchase
                  or sell any Covered Security shall be maintained for at least
                  five years after the end of the fiscal year in which the
                  request is approved.

      (G)   Obligation to Report a Violation. Every Access Person who becomes
            aware of a violation of this Code of Ethics by any person must
            report it to the Designated Officer, who shall report it to
            appropriate management personnel. The management personnel will take
            such disciplinary action that they consider appropriate under the
            circumstances. In the case of officers or other employees of the
            Company, such action may include removal from office. If the
            management personnel consider disciplinary action against any
            person, they will cause notice thereof to be given to that person
            and provide to that person the opportunity to be heard. The Board of
            Directors will be notified, in a timely manner, of remedial action
            taken with respect to violations of the Code of Ethics.

      (H)   Confidentiality. All reports of Covered Securities transactions,
            duplicate confirmations, account statements and other information
            filed with the Company or furnished to any person pursuant to this
            Code shall be treated as confidential, but are subject to review as
            provided herein and by representatives of the SEC.


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SECTION V: SANCTIONS

      Upon determination that a violation of this Code has occurred, appropriate
      management personnel of the Company may impose such sanctions as they deem
      appropriate, including, among other things, a letter of censure or
      suspension or termination of the employment of the violator. All
      violations of this Code and any sanctions imposed with respect thereto
      shall be reported in a timely manner to the Board of Directors of the
      Company.


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                        ACKNOWLEDGMENT AND CERTIFICATION

      I acknowledge receipt of the Code of Ethics of Ameritrans Capital
Corporation. I have read and understand such Code of Ethics and agree to be
governed by it at all times. Further, if I have been subject to the Code of
Ethics during the preceding year, I certify that I have complied with the
requirements of the Code of Ethics and have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant to the
requirements of the Code of Ethics.


____________________________________
(signature)

____________________________________
(please print name)

Date:_______________________________


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                                                                       EXHIBIT A

                         AMERITRANS CAPITAL CORPORATION

                                 Access Persons

Gary C. Granoff
Ellen M. Walker
Lee A. Forlenza
Steven Etra
Wesley Finch
Paul Creditor
Allen Kaplan
Howard Sommer
John Laird
Margaret Chance
Silvia Mullens


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                                                                       EXHIBIT B

                         AMERITRANS CAPITAL CORPORATION

                               Designated Officer

Gary C. Granoff -- Designated Officer

Ellen M. Walker to review quarterly reports submitted by Designated Officer.


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