EXHIBIT 14.1




                         PRIMECORE MORTGAGE TRUST, INC.

       CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER
                          AND CHIEF ACCOUNTING OFFICER

A. SCOPE.

This Code of Ethics has been adopted by the Board of Directors of Primecore
Mortgage Trust, Inc. (the "Company"), and is applicable to the Company's Chief
Executive Officer, Chief Financial Officer and to the Chief Accounting Officer,
or persons acting in such capacity, (collectively the "Covered Officers").
Unless and until the Board of Directors forms a separate audit committee, under
the Securities and Exchange Commission's interpretation of its disclosure rules,
the Company's full Board of Directors functions as the de facto audit committee
for the Company with respect to all procedural and disclosure requirements
applicable to audit committees under Securities and Exchange Commission rules.
The Company's Board of Directors, and in particular those members of the Board
of Directors who are disinterested, shall have oversight responsibility over the
Company's officers for purposes of this Code of Ethics. In each case in which
this Code of Ethics refers to the "disinterested members" of the Company's Board
of Directors, the term disinterested means, solely for the purposes of this Code
of Ethics, those members of the Board who are not directly involved in the
transaction, event or conflict giving rise to a reporting requirement, violation
or other matter subject to the enforcement obligations of the Board under this
Code of Ethics.


B. PURPOSE.


The Company is proud of the values with which it and its subsidiaries conduct
business. It has and will continue to uphold the highest levels of business
ethics and personal integrity in all types of transactions and interactions. To
this end, this Code of Ethics serves to (1) emphasize the Company's commitment
to ethics and compliance with the law; (2) set forth basic standards of ethical
and legal behavior; (3) provide reporting mechanisms for known or suspected
ethical or legal violations; and (4) help prevent and detect wrongdoing.

Given the variety and complexity of ethical questions that may arise in the
course of business of the Company and its subsidiaries, this Code of Ethics
serves only as a rough guide. Confronted with ethically ambiguous situations,
the Covered Officers should remember the Company's commitment to the highest
ethical standards and seek independent advice, where necessary, to ensure that
all actions they take on behalf of the Company and its subsidiaries honor this
commitment.


C. ETHICS STANDARDS.


1. Honest and Ethical Conduct.

The Covered Officers shall behave honestly and ethically at all times and with
all people. They shall act in good faith, with due care, and shall engage only
in fair and open competition, by treating ethically competitors, suppliers,
customers, and colleagues. They shall not misrepresent facts or engage in
illegal, unethical, or anti-competitive practices for personal or professional
gain.

This fundamental standard of honest and ethical conduct extends to the handling
of conflicts of interest. The Covered Officers shall avoid any actual,
potential, or apparent conflicts of interest with the Company and any personal
activities, investments, or associations that might give rise to such conflicts.
They shall not compete with or use the Company or any of its subsidiaries for
personal gain, self-deal, or take advantage of corporate opportunities. They
shall act on behalf of the Company free from improper influence or the
appearance of improper influence on their judgment or performance of duties. A
Covered Officer shall disclose any material transaction or relationship that
reasonably could be expected to give rise to such a conflict to the Company's
General Counsel or to the disinterested members of the Board of Directors of the
Company. No action may be taken with respect to such transaction or party unless
and until the disinterested members of the Board have approved such action.


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2. Timely and Truthful Disclosure.

In reports and documents filed with or submitted to the Securities and Exchange
Commission and other regulators by the Company, and in other public
communications made by the Company, the Covered Officers shall make disclosures
that are full, fair, accurate, timely, and understandable. The Covered Officers
shall provide thorough and accurate financial and accounting data for inclusion
in such disclosures. The Covered Officers shall not knowingly conceal or falsify
information, misrepresent material facts, or omit material facts necessary to
avoid misleading the Company's or any of its subsidiaries' independent public
auditors or investors.

3. Legal Compliance.

In conducting the business of the Company, the Covered Officers shall comply
with applicable governmental laws, rules, and regulations at all levels of
government in the United States and in any non-U.S. jurisdiction in which the
Company or any of its subsidiaries does business, as well as applicable rules
and regulations of self-regulatory organizations of which the Company or any of
its subsidiaries is a member. If the Covered Officer is unsure whether a
particular action would violate an applicable law, rule, or regulation, the
Covered Officer should seek the advice of counsel (if available) before
undertaking it.


D. VIOLATIONS OF ETHICAL STANDARDS.


1. Reporting Known or Suspected Violations.

The Covered Officers will promptly bring to the attention of the Company's
General Counsel or of the disinterested members of the Company's Board of
Directors any information concerning a material violation of any of the laws,
rules or regulations applicable to the Company and the operation of its
businesses, by the Company or any agent thereof, or of violation of the Code of
Ethics. Reports of violations will be investigated by the Company's General
Counsel and the findings communicated to the disinterested members of the
Company's Board of Directors.

2. Accountability for Violations.

If the Company's Board determines that this Code of Ethics has been violated,
either directly, by failure to report a violation, or by withholding information
related to a violation, it may discipline the offending Covered Officer for
non-compliance with penalties up to and including termination of employment.
Violations of this Code of Ethics may also constitute violations of law and may
result in criminal penalties and civil liabilities for the offending Covered
Officer and the Company.